As filed with the Securities and Exchange Commission on April 26, 2017
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CHINA
COMMERCIAL CREDIT, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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45-4077653
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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No.1
Zhongying Commercial Plaza,
Zhong
Ying Road,
Wujiang,
Suzhou,
Jiangsu
Province, China
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National
Registered Agents, Inc.
160
Green Dr STE 101
Dover
DE 19904
Phone:
(800) 550-6724
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(Address,
including zip code, and telephone number,
including area code, of registrant’s principal executive
offices)
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(Name,
address including zip code, and telephone
number, including area code, of agent for service)
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Copy
to:
Joan
Wu Esq.
Hunter
Taubman Fischer & Li, LLC
1450
Broadway, Floor 26
New
York, NY 10018
Tel:
(212) 530-2210
Facsimile:
(212) 202-6380
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration
statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☐
(Do not check if a smaller reporting company)
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Smaller
reporting company
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☒
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Emerging
growth company
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☒
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act . ☐
CALCULATION
OF REGISTRATION FEE
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Title of each class of securities to be
registered
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Amount to be
registered
(1)
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Proposed
maximum offering
price per share
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Proposed
maximum
aggregate offering
price
(2)
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Amount of
registration fee(
3
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Common Stock, $0.001 par value
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Preferred Stock, $0.001 par value
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Debt
Securities
(4)
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Warrants
(5)
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Rights
(4)
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Units
(4)
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Total
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$
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30,000,000
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$
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3,477
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(1)
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With
respect to the primary offering, such indeterminate number or amount of debt securities, common stock, preferred stock, warrants
and units to purchase any combination of the foregoing securities, and rights, as may from time to time be issued at indeterminate
prices, with an aggregate initial offering price not to exceed $30,000,000. Securities registered hereunder may be sold separately
or together in any combination with other securities registered hereunder.
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(2)
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In
no event will the aggregate offering price of all securities issued from time to time pursuant to this registration statement
exceed $30,000,000.
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(3)
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Estimated
solely for the purpose of calculating the registration fee for a primary offering pursuant to Rule 457(o) under the Securities
Act of 1933, as amended (the "Securities Act"). Pursuant to Rule 457(o) under the Securities Act and General Instruction
II.D. of Form S-3, the table does not specify by each class information as to the amount to be registered or proposed maximum
offering price per unit.. The total amount is being paid herewith.
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(4)
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Subject
to footnote (1), there are also being registered hereunder an indeterminate principal amount or number of shares of debt securities,
preferred stock or common stock that may be issued upon conversion of, or in exchange for, debt securities or preferred stock
registered hereunder or upon exercise of warrants registered hereunder, as the case may be
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(5)
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Includes
warrants to purchase common stock and warrants to purchase preferred stock.
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The
registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective
on such date as the Commission, acting pursuant to Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been
filed with Securities and Exchange Commission. We may not sell any of the securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any state where offers or sales are not permitted.
SUBJECT
TO COMPLETION, DATED APRIL 26, 2017
PROSPECTUS
CHINA
COMMERCIAL CREDIT, INC.
$30,000,000
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Rights
Units
We
may from time to time, in one or more offerings at prices and on terms that we will determine at the time of each offering, sell
common stock, preferred stock, warrants, or a combination of these securities, or units, for an aggregate offering price of up
to $30 million. This prospectus describes the general manner in which our securities may be offered using this prospectus. Each
time we offer and sell securities, we will provide you with a prospectus supplement that will contain specific information about
the terms of that offering. Any prospectus supplement may also add, update, or change information contained in this prospectus.
You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed
to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby. This prospectus may
not be used to offer and sell securities unless accompanied by a prospectus supplement.
Our
common stock is listed on the NASDAQ Capital Market under the symbol “CCCR.” On April 24, 2017, the last
reported sales price of our common stock was $1.41. We will apply to list any shares of common stock sold by us under
this prospectus and any prospectus supplement on the NASDAQ Capital Market. The prospectus supplement will contain information,
where applicable, as to any other listing of the securities on the NASDAQ Capital Market or any other securities market or exchange
covered by the prospectus supplement. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our common stock
in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as
our public float remains below $75 million. We have not offered any securities pursuant to General Instruction I.B.6 of Form
S-3 during the 12 calendar months prior to and including the date of this prospectus.
Investing
in any of our common stock involves risk. You should carefully consider the Risk Factors beginning on page 3
of
this prospectus in addition to Risk Factors contained in the applicable prospectus supplement, before you make an investment in
the securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus if truthful or complete. Any representation to the contrary is a criminal offense.
We
may offer the securities directly or through agents or to or through underwriters or dealers. If any agents or underwriters are
involved in the sale of the securities their names, and any applicable purchase price, fee, commission or discount arrangement
between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus
supplement. We can sell the securities through agents, underwriters or dealers only with delivery of a prospectus supplement describing
the method and terms of the offering of such securities. See “Plan of Distribution.”
The
date of this prospectus is ,
2017
TABLE
OF CONTENTS
You
should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We
have not authorized any dealer, salesman or any other person to provide you with additional or different information. This
prospectus and any prospectus supplement are not an offer to sell or the solicitation of an offer to buy any securities other
than the securities to which they relate and are not an offer to sell or the solicitation of an offer to buy securities in any
jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. You should
not assume that the information in this prospectus or any prospectus supplement or in any document incorporated by reference in
this prospectus or any prospectus supplement is accurate as of any date other than the date of the document containing the information. We
will disclose any material changes in our affairs in a post-effective amendment to the registration statement of which this prospectus
is a part, a prospectus supplement, or a future filing with the Securities and Exchange Commission incorporated by reference in
this prospectus.
Note
Regarding Forward-Looking Statements
The
information contained in this Annual Report on Form 10-K includes some statements that are not purely historical and that are
“forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding
our company and our management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including
our financial condition and results of operations. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,”
“believes,” “continue,” “could,” “estimates,” “expects,” “intends,”
“may,” “might,” “plans,” “possible,” “potential,” “predicts,”
“projects,” “seeks,” “should,” “will,” “would” and similar expressions,
or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement
is not forward-looking.
The
forward-looking statements contained herein are based on current expectations and beliefs concerning future developments and the
potential effects on us. Future developments actually affecting us may not be those anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results
or performance to be materially different from those expressed or implied by these forward-looking statements. Examples are statements
regarding future developments with respect to the following:
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Our
ability to improve internal controls and procedures;
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Our
ability to develop and market our microcredit lending and guarantee business in the future;
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Our
ability to effectively control the lending risk and collect from default borrowers;
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Our
ability to make timely adjustment to ensure adequate loan loss and financial guarantee provisions;
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Inflation
and fluctuations in foreign currency exchange rates;
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Our
on-going ability to obtain all mandatory and voluntary government and other industry certifications, approvals, and/or licenses
to conduct our business;
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Development
of a liquid trading market for our securities; and
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The
costs we may incur in the future from complying with current and future governmental regulations and the impact of any changes
in the regulations on our operations.
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You
should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the
forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither
we nor any other person assume responsibility for the accuracy and completeness of the forward-looking statements. Except as required
by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report
to conform these statements to actual results or to changes in our expectations.
We
qualify all of our forward-looking statements by these cautionary statements. The Company assumes no obligation to revise or update
any forward-looking statements for any reason, except as required by law.
PROSPECTUS SUMMARY
This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission, or SEC, using a “shelf” registration process. Under this shelf registration
process, we may sell any combination of the securities described in this prospectus in one of more offerings up to a total dollar
amount of proceeds of $30,000,000. This prospectus describes the general manner in which our securities may be offered by this
prospectus. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about
the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus or
in documents incorporated by reference in this prospectus. The prospectus supplement that contains specific information about the
terms of the securities being offered may also include a discussion of certain U.S. Federal income tax consequences and any risk
factors or other special considerations applicable to those securities. To the extent that any statement that we make in a prospectus
supplement is inconsistent with statements made in this prospectus or in documents incorporated by reference in this prospectus,
you should rely on the information in the prospectus supplement.
You should carefully read both this prospectus and any prospectus
supplement together with the additional information described under “Where You Can Find Additional Information” before
buying any securities in this offering.
The terms “we,” “us,” “our,”
and the “Company” refer only to China Commercial Credit, Inc. (“CCC”) and its subsidiaries, unless the
context suggests otherwise. Additionally, unless we indicate otherwise, references in this prospectus to:
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“China” and the “PRC” are to the People’s Republic of China, excluding, for the purposes of this prospectus only, Taiwan and the special administrative regions of Hong Kong and Macau;
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“RMB” and “Renminbi” are to the legal currency of China; and
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“$,” “US$” and “U.S. dollars” are to the legal currency of the United States.
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The Company
China Commercial Credit, Inc., is a financial services firm operating
in China. Our mission is to fill the significant void in the market place by offering lending, financial guarantee and financial
leasing products and services to a target market which has been significantly under-served by the traditional Chinese financial
community. Our current operations consist of providing direct loans, loan guarantees and financial leasing services to small-to-medium
sized businesses (“SMEs”), farmers and individuals in the city of Wujiang, Jiangsu Province.
Our loan and loan guarantee business is conducted through Wujiang
Luxiang, a fully licensed microcredit company which we control through our subsidiaries and certain contractual arrangements. Our
financial leasing business is conducted through PFL, our wholly owned subsidiary. Historically, many SMEs and farmers have been
borrowing at high interest rates from unregulated and often illegal lenders, referred to as “underground” lenders,
to finance their operations and growth, contrary to the preferences of Chinese banking authorities. Such high interest rate borrowing
makes it difficult for businesses to grow, and also exacerbates China’s concerns about inflation. By operating through licensed
and regulated businesses, we seek to bridge the gap between Chinese state-owned and commercial banks that have not traditionally
served the capital needs of SMEs and higher interest rate “underground” lenders.
Jiangsu, which is an eastern coastal province, has among the highest
population density in China and is home to many of the world’s leading exporters of electronic equipment, chemicals and textiles.
As a result, the city of Wujiang ranks as one of the most economically successful cities in China. The SMEs, both in Jiangsu and
other provinces in China, have historically been an under-served segment of the Chinese banking market.
Since Wujiang Luxiang’s inception in October 2008, it has developed
a large number of borrowers in Wujiang City. All of our loans are made from our sole office, located in Wujiang City. As of December
31, 2016, we have built a $58.5 million portfolio of direct loans to 111 borrowers and a total of $10,9 million in loan guarantees
for 14 borrowers.
During 2015 and 2016, the microcredit companies in Wujiang area went through the most difficult time since their inceptions in 2008. Three of them went bankrupt while the remainder are struggling with high default rates due to the poor economic condition, especially the slow-down in the textile industry. The operations of Wujiang Luxiang were also affected. For the year ended December 31, 2016, we had a revenue of $2.2 million and a net loss of $2.0 million compared to a loss of $55.8 million and net loss of $61.3 million in 2015, a decrease of 104% and 97%, respectively. As a result of the deteriorating economic condition, we experienced a substantial increase in the amount of default loans in both our direct lending and guarantee business. The amount of underlying loans we guaranteed has been reduced by 6.5% to $10.9 million as of December 31, 2016 compared to $11.7 million as of December 31, 2015. As the rate of fees and commissions generated from the guarantee business has been decreasing, the Company decided that the revenue does not justify the default risks involved in the guarantee business, and therefore expects to further reduce the traditional guarantee business and hold off on pursuing the guarantee business to be provided via the Kaixindai Financing Services Jiangsu Co. Ltd (“Kaixindai”) platform as previously planned. Management may actively resume the guarantee business in the future if economic conditions improve.
Our financial leasing services are anticipated to be provided to a diverse base of customers, including textile and other manufacturing companies, railroads, port facilities, local bus, and rail companies and municipal governments. Customers will include existing clients of Wujiang Luxiang in addition to new clients. PFL, our wholly owned subsidiary, plans to provide leases on both new and used manufacturing equipment, medical devices, transportation vehicles and industrial equipment, purchased both domestically and from foreign suppliers, to meet its customer’s needs. As of the date of this Annual Report, PFL entered into two financial leasing agreements for an aggregate of $5.61 million in lease receivables. We do not currently have further funds to deploy in the financial leasing business and plan to hold off expansion of the leasing business until the economic environment improves.
Our principal executive offices are located at No. 1 Zhongying Commercial Plaza, Zhong Ying Road, Wujiang, Suzhou, Jiangsu Province, China, 215200. Our telephone number is: 86-0512 6396-0022.
RISK
FACTORS
We
have included discussions of the risks, uncertainties and assumptions under the heading “Risk Factors” included in
our Annual Report on Form 10-K for the year ended December 31, 2016, which risk factors are incorporated by reference into this
prospectus. See “Where You Can Find More Information” for an explanation of how to get a copy of this report. Additional
risks related to our securities may also be described in a prospectus supplement and in any related free writing prospectus that
we may authorize to be provided to you.
Investing
in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider
the risk factors we describe in any prospectus supplement and in any related free writing prospectus that we may authorize to
be provided to you or in any report incorporated by reference into this prospectus or such prospectus supplement, including our
Annual Report on Form 10-K for the year ended December 31, 2016, or any Annual Report on Form 10-K or Quarterly Report on Form
10-Q that is incorporated by reference into this prospectus or such prospectus supplement after the date of this prospectus. Although
we discuss key risks in those risk factor descriptions, additional risks not currently known to us or that we currently deem immaterial
also may impair our business. Our subsequent filings with the SEC may contain amended and updated discussions of significant risks.
We cannot predict future risks or estimate the extent to which they may affect our financial performance.
Please
also read carefully the section above entitled “Note Regarding Forward-Looking Statements.”
DISCLOSURE
REGARDING FORWARD-LOOKING INFORMATION
This
prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements are based on our current expectations and beliefs, including estimates and projections about our industry. Forward-looking
statements may be identified by use of terms such as “anticipates,” “expects,” “intends,”
“plans,” “seeks,” “estimates,” “believes” and similar expressions, although some
forward-looking statements are expressed differently. Statements concerning our financial position, business strategy
and plans or objectives for future operations are forward-looking statements. These statements are not guarantees of
future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict and may cause
actual results to differ materially from management’s current expectations. Such risks and uncertainties include
those set forth herein under “Risk Factors.” The forward-looking statements in this prospectus speak only
as of the time they are made and do not necessarily reflect our outlook at any other point in time.
Except
as may be required under the federal securities laws, we undertake no obligation to publicly update forward-looking statements,
whether as a result of new information, future events or otherwise. You are advised, however, to read any further disclosures
we make on related subjects in our filings with the SEC, including Form 10-K, Form 10-Q and Form 8-K reports. Also
note that under the caption “Risk Factors,” we provide a cautionary discussion of risks, uncertainties and possibly
inaccurate assumptions relevant to our business. These are factors that we think could cause our actual results to
differ materially from expected and historical results. Other factors besides those listed in “Risk Factors,”
including factors described as risks in our filings with the SEC, could also adversely affect us. For any forward-looking
statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.
USE
OF PROCEEDS
Unless
otherwise indicated in a prospectus supplement, we intend to use the net proceeds from the sale of the securities under this prospectus
for general corporate purposes. We may also use a portion of the net proceeds to acquire or invest in businesses and products
that are complementary to our own, although we have no current plans, commitments or agreements with respect to any acquisitions
as of the date of this prospectus. Pending the uses described above, we intend to invest the net proceeds in short-term, interest
bearing, investment-grade securities.
DESCRIPTION
OF CAPITAL STOCK
General
The
following description of our capital stock (which includes a description of securities we may offer pursuant to the registration
statement of which this prospectus, as the same may be supplemented, forms a part) does not purport to be complete and is subject
to and qualified in its entirety by our certificate of incorporation, our bylaws and by the applicable provisions of Delaware
law.
Our
authorized capital stock consists of 110,000,000 shares, par value $0.001 per share, consisting of 100,000,000 shares of common
stock and 10,000,000 shares of preferred stock. The following description of our capital stock is intended as a summary only and
is qualified in its entirety by reference to our amended certificate of incorporation and bylaws, which have been filed previously
with the SEC, and applicable provisions of Delaware law.
We,
directly or through agents, dealers or underwriters designated from time to time, may offer, issue and sell, together or separately,
up to $30,000,000 in the aggregate of:
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common
stock;
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preferred
stock;
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secured
or unsecured debt securities consisting of notes, debentures or other evidences of indebtedness which may be senior debt securities,
senior subordinated debt securities or subordinated debt securities, each of which may be convertible into equity securities;
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warrants
to purchase our securities;
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rights
to purchase our securities; or
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units
comprised of, or other combinations of, the foregoing securities.
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We
may issue the debt securities as exchangeable for or convertible into shares of common stock, preferred stock or other securities.
The preferred stock may also be exchangeable for and/or convertible into shares of common stock, another series of preferred stock
or other securities. The debt securities, the preferred stock, the common stock and the warrants are collectively referred to
in this prospectus as the “securities.” When a particular series of securities is offered, a supplement to this prospectus
will be delivered with this prospectus, which will set forth the terms of the offering and sale of the offered securities.
Common
Stock
As of April 24, 2017, there were 69 shares
of our common stock issued and outstanding, held of record by approximately 17,323,429 stockholders. The outstanding shares of
common stock are fully paid and non-assessable. The holders of common stock are entitled to one vote for each share held of record
on all matters submitted to a vote of the stockholders.
Our
board is divided into three classes, each of which will generally serve for a term of three years with only one class of directors
being elected in each year. The common stock has no cumulative voting rights, including with respect to the election of directors.
Subject
to preferential rights with respect to any outstanding preferred stock, holders of common stock are entitled to receive ratably
such dividends as may be declared by our board of directors out of funds legally available therefore. Pursuant to Section 281
of Delaware General Corporation Law, in the event of our dissolution, the holders of common stock are entitled to the remaining
assets after payment of all liabilities of the company.
Our
common stock has no preemptive or conversion rights or other subscription rights.
Preferred
Stock
Our
certificate of incorporation, as amended, empowers our board of directors, without action by our shareholders, to issue up to
10,000,000 shares of preferred stock from time to time in one or more series, which preferred stock may be offered by this prospectus
and supplements thereto. As of the date of this prospectus, no shares of preferred stock were designated or issued and outstanding.
Our board may fix the rights, preferences, privileges and restrictions of our authorized but undesignated preferred shares, including:
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dividend
rights and preferences over dividends on our common stock or any series of preferred stock;
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the
dividend rate (and whether dividends are cumulative);
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conversion
rights, if any;
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voting
rights;
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rights
and terms of redemption (including sinking fund provisions, if any);
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redemption
price and liquidation preferences of any wholly unissued series of any preferred stock and the designation thereof of any
of them; and
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to
increase or decrease the number of shares of any series subsequent to the issue of shares of that series but not below the
number of shares then outstanding.
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You
should refer to the prospectus supplement relating to the series of preferred stock being offered for the specific terms of that
series, including:
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title
of the series and the number of shares in the series;
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the
price at which the preferred stock will be offered;
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the
dividend rate or rates or method of calculating the rates, the dates on which the dividends will be payable, whether or not
dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends on the preferred stock being
offered will cumulate;
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the
voting rights, if any, of the holders of shares of the preferred stock being offered;
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the
provisions for a sinking fund, if any, and the provisions for redemption, if applicable, of the preferred stock being offered,
including any restrictions on the foregoing as a result of arrearage in the payment of dividends or sinking fund installments;
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the
liquidation preference per share;
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the
terms and conditions, if applicable, upon which the preferred stock being offered will be convertible into our common stock,
including the conversion price, or the manner of calculating the conversion price, and the conversion period;
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the
terms and conditions, if applicable, upon which the preferred stock being offered will be exchangeable for debt securities,
including the exchange price, or the manner of calculating the exchange price, and the exchange period;
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any
listing of the preferred stock being offered on any securities exchange;
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a
discussion of any material federal income tax considerations applicable to the preferred stock being offered;
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any
preemptive rights;
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the
relative ranking and preferences of the preferred stock being offered as to dividend rights and rights upon liquidation, dissolution
or the winding up of our affairs;
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any
limitations on the issuance of any class or series of preferred stock ranking senior or equal to the series of preferred stock
being offered as to dividend rights and rights upon liquidation, dissolution or the winding up of our affairs; and
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any
additional rights, preferences, qualifications, limitations and restrictions of the series.
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Upon
issuance, the shares of preferred stock will be fully paid and nonassessable, which means that its holders will have paid their
purchase price in full and we may not require them to pay additional funds.
Any
preferred stock terms selected by our board of directors could decrease the amount of earnings and assets available for distribution
to holders of our common stock or adversely affect the rights and power, including voting rights, of the holders of our common
stock without any further vote or action by the stockholders. The rights of holders of our common stock will be subject to, and
may be adversely affected by, the rights of the holders of any preferred stock that may be issued by us in the future. The issuance
of preferred stock could also have the effect of delaying or preventing a change in control of our company or make removal of
management more difficult.
Debt
Securities
As
used in this prospectus, the term “debt securities” means the debentures, notes, bonds and other evidences of indebtedness
that we may issue from time to time. The debt securities will either be senior debt securities, senior subordinated debt or subordinated
debt securities. We may also issue convertible debt securities. Debt securities issued under an indenture (which we refer to herein
as an Indenture) will be entered into between us and a trustee to be named therein. It is likely that convertible debt securities
will not be issued under an Indenture.
The
Indenture or forms of Indentures, if any, will be filed as exhibits to the registration statement of which this prospectus is
a part. The statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of the Indentures
and debt securities are summaries thereof, do not purport to be complete and are subject to, and are qualified in their entirety
by reference to, all of the provisions of the Indentures (and any amendments or supplements we may enter into from time to time
which are permitted under each Indenture) and the debt securities, including the definitions therein of certain terms.
General
Unless
otherwise specified in a prospectus supplement, the debt securities will be direct secured or unsecured obligations of our company.
The senior debt securities will rank equally with any of our other unsecured senior and unsubordinated debt. The subordinated
debt securities will be subordinate and junior in right of payment to any senior indebtedness.
We
may issue debt securities from time to time in one or more series, in each case with the same or various maturities, at par or
at a discount. Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without
the consent of the holders of the debt securities of such series outstanding at the time of the issuance. Any such additional
debt securities, together with all other outstanding debt securities of that series, will constitute a single series of debt securities
under the applicable Indenture and will be equal in ranking.
Should
an indenture relate to unsecured indebtedness, in the event of a bankruptcy or other liquidation event involving a distribution
of assets to satisfy our outstanding indebtedness or an event of default under a loan agreement relating to secured indebtedness
of our company or its subsidiaries, the holders of such secured indebtedness, if any, would be entitled to receive payment of
principal and interest prior to payments on the senior indebtedness issued under an Indenture.
Prospectus
Supplement
Each
prospectus supplement will describe the terms relating to the specific series of debt securities being offered. These terms will
include some or all of the following:
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the
title of debt securities and whether they are subordinated, senior subordinated or senior debt securities;
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any
limit on the aggregate principal amount of debt securities of such series;
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the
percentage of the principal amount at which the debt securities of any series will be issued;
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the
ability to issue additional debt securities of the same series;
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the
purchase price for the debt securities and the denominations of the debt securities;
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the
specific designation of the series of debt securities being offered;
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the
maturity date or dates of the debt securities and the date or dates upon which the debt securities are payable and the rate
or rates at which the debt securities of the series shall bear interest, if any, which may be fixed or variable, or the method
by which such rate shall be determined;
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the
basis for calculating interest if other than 360-day year or twelve 30-day months;
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the
date or dates from which any interest will accrue or the method by which such date or dates will be determined;
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the
duration of any deferral period, including the maximum consecutive period during which interest payment periods may be extended;
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whether
the amount of payments of principal of (and premium, if any) or interest on the debt securities may be determined with reference
to any index, formula or other method, such as one or more currencies, commodities, equity indices or other indices, and the
manner of determining the amount of such payments;
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the
dates on which we will pay interest on the debt securities and the regular record date for determining who is entitled to
the interest payable on any interest payment date;
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the
place or places where the principal of (and premium, if any) and interest on the debt securities will be payable, where any
securities may be surrendered for registration of transfer, exchange or conversion, as applicable, and notices and demands
may be delivered to or upon us pursuant to the applicable Indenture;
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the
rate or rates of amortization of the debt securities;
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if
we possess the option to do so, the periods within which and the prices at which we may redeem the debt securities, in whole
or in part, pursuant to optional redemption provisions, and the other terms and conditions of any such provisions;
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our
obligation or discretion, if any, to redeem, repay or purchase debt securities by making periodic payments to a sinking fund
or through an analogous provision or at the option of holders of the debt securities, and the period or periods within which
and the price or prices at which we will redeem, repay or purchase the debt securities, in whole or in part, pursuant to such
obligation, and the other terms and conditions of such obligation;
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the
terms and conditions, if any, regarding the option or mandatory conversion or exchange of debt securities;
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the
period or periods within which, the price or prices at which and the terms and conditions upon which any debt securities of
the series may be redeemed, in whole or in part at our option and, if other than by a board resolution, the manner in which
any election by us to redeem the debt securities shall be evidenced;
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any
restriction or condition on the transferability of the debt securities of a particular series;
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the
portion, or methods of determining the portion, of the principal amount of the debt securities which we must pay upon the
acceleration of the maturity of the debt securities in connection with any event of default if other than the full principal
amount;
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the
currency or currencies in which the debt securities will be denominated and in which principal, any premium and any interest
will or may be payable or a description of any units based on or relating to a currency or currencies in which the debt securities
will be denominated;
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provisions,
if any, granting special rights to holders of the debt securities upon the occurrence of specified events;
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any
deletions from, modifications of or additions to the events of default or our covenants with respect to the applicable series
of debt securities, and whether or not such events of default or covenants are consistent with those contained in the applicable
Indenture;
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any
limitation on our ability to incur debt, redeem stock, sell our assets or other restrictions;
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the
application, if any, of the terms of the applicable Indenture relating to defeasance and covenant defeasance (which terms
are described below) to the debt securities;
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what
subordination provisions will apply to the debt securities;
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the
terms, if any, upon which the holders may convert or exchange the debt securities into or for our common stock, preferred
stock or other securities or property;
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whether
we are issuing the debt securities in whole or in part in global form;
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any
change in the right of the trustee or the requisite holders of debt securities to declare the principal amount thereof due
and payable because of an event of default;
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the
depositary for global or certificated debt securities, if any;
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any
material federal income tax consequences applicable to the debt securities, including any debt securities denominated and
made payable, as described in the prospectus supplements, in foreign currencies, or units based on or related to foreign currencies;
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any
right we may have to satisfy, discharge and defease our obligations under the debt securities, or terminate or eliminate restrictive
covenants or events of default in the Indentures, by depositing money or U.S. government obligations with the trustee of the
Indentures;
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the
names of any trustees, depositories, authenticating or paying agents, transfer agents or registrars or other agents with respect
to the debt securities;
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to
whom any interest on any debt security shall be payable, if other than the person in whose name the security is registered,
on the record date for such interest, the extent to which, or the manner in which, any interest payable on a temporary global
debt security will be paid if other than in the manner provided in the applicable Indenture;
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if
the principal of or any premium or interest on any debt securities is to be payable in one or more currencies or currency
units other than as stated, the currency, currencies or currency units in which it shall be paid and the periods within and
terms and conditions upon which such election is to be made and the amounts payable (or the manner in which such amount shall
be determined);
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the
portion of the principal amount of any debt securities which shall be payable upon declaration of acceleration of the maturity
of the debt securities pursuant to the applicable Indenture if other than the entire principal amount;
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if
the principal amount payable at the stated maturity of any debt security of the series will not be determinable as of any
one or more dates prior to the stated maturity, the amount which shall be deemed to be the principal amount of such debt securities
as of any such date for any purpose, including the principal amount thereof which shall be due and payable upon any maturity
other than the stated maturity or which shall be deemed to be outstanding as of any date prior to the stated maturity (or,
in any such case, the manner in which such amount deemed to be the principal amount shall be determined); and
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any
other specific terms of the debt securities, including any modifications to the events of default under the debt securities
and any other terms which may be required by or advisable under applicable laws or regulations.
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Unless
otherwise specified in the applicable prospectus supplement, the debt securities will not be listed on any securities exchange.
Holders of the debt securities may present registered debt securities for exchange or transfer in the manner described in the
applicable prospectus supplement. Except as limited by the applicable Indenture, we will provide these services without charge,
other than any tax or other governmental charge payable in connection with the exchange or transfer.
Debt
securities may bear interest at a fixed rate or a variable rate as specified in the prospectus supplement. In addition, if specified
in the prospectus supplement, we may sell debt securities bearing no interest or interest at a rate that at the time of issuance
is below the prevailing market rate, or at a discount below their stated principal amount. We will describe in the applicable
prospectus supplement any special federal income tax considerations applicable to these discounted debt securities.
We
may issue debt securities with the principal amount payable on any principal payment date, or the amount of interest payable on
any interest payment date, to be determined by referring to one or more currency exchange rates, commodity prices, equity indices
or other factors. Holders of such debt securities may receive a principal amount on any principal payment date, or interest payments
on any interest payment date, that are greater or less than the amount of principal or interest otherwise payable on such dates,
depending upon the value on such dates of applicable currency, commodity, equity index or other factors. The applicable prospectus
supplement will contain information as to how we will determine the amount of principal or interest payable on any date, as well
as the currencies, commodities, equity indices or other factors to which the amount payable on that date relates and certain additional
tax considerations.
Warrants
We
may issue warrants for the purchase of our common stock, preferred stock or debt securities or any combination thereof. Warrants
may be issued independently or together with our common stock, preferred stock or debt securities and may be attached to or separate
from any offered securities. To the extent warrants that we issue are to be publicly-traded, each series of such warrants will
be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent. The
warrant agent will act solely as our agent in connection with such warrants. The warrant agent will not have any obligation or
relationship of agency or trust for or with any holders or beneficial owners of warrants.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from
a current report on Form 8-K that we file with the SEC, forms of the warrant and warrant agreement, if any. The prospectus supplement
relating to any warrants that we may offer will contain the specific terms of the warrants and a description of the material provisions
of the applicable warrant agreement, if any. These terms may include the following:
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title of the warrants;
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the
price or prices at which the warrants will be issued;
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the
designation, amount and terms of the securities or other rights for which the warrants are exercisable;
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the
designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants
issued with each other security;
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the
aggregate number of warrants;
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any
provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price
of the warrants;
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the
price or prices at which the securities or other rights purchasable upon exercise of the warrants may be purchased;
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if
applicable, the date on and after which the warrants and the securities or other rights purchasable upon exercise of the warrants
will be separately transferable;
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a
discussion of any material U.S. federal income tax considerations applicable to the exercise of the warrants;
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the
date on which the right to exercise the warrants will commence, and the date on which the right will expire;
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the
maximum or minimum number of warrants that may be exercised at any time;
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information
with respect to book-entry procedures, if any; and
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any
other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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Exercise
of Warrants. Each warrant will entitle the holder of warrants to purchase the amount of securities or other rights, at the exercise
price stated or determinable in the prospectus supplement for the warrants. Warrants may be exercised at any time up to the close
of business on the expiration date shown in the applicable prospectus supplement, unless otherwise specified in such prospectus
supplement. After the close of business on the expiration date, if applicable, unexercised warrants will become void. Warrants
may be exercised in the manner described in the applicable prospectus supplement. When the warrant holder makes the payment and
properly completes and signs the warrant certificate at the corporate trust office of the warrant agent, if any, or any other
office indicated in the prospectus supplement, we will, as soon as possible, forward the securities or other rights that the warrant
holder has purchased. If the warrant holder exercises less than all of the warrants represented by the warrant certificate, we
will issue a new warrant certificate for the remaining warrants.
Rights
We
may issue rights to purchase our securities. The rights may or may not be transferable by the persons purchasing or receiving
the rights. In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or
more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities
remaining unsubscribed for after such rights offering. Each series of rights will be issued under a separate rights agent agreement
to be entered into between us and one or more banks, trust companies or other financial institutions, as rights agent, that we
will name in the applicable prospectus supplement. The rights agent will act solely as our agent in connection with the rights
and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial
owners of rights.
The
prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among
other matters:
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the
date of determining the security holders entitled to the rights distribution;
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the
aggregate number of rights issued and the aggregate amount of securities purchasable upon exercise of the rights;
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the
exercise price;
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the
conditions to completion of the rights offering;
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the
date on which the right to exercise the rights will commence and the date on which the rights will expire; and
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any
applicable federal income tax considerations.
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Each
right would entitle the holder of the rights to purchase for cash the principal amount of securities at the exercise price set
forth in the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration
date for the rights provided in the applicable prospectus supplement. After the close of business on the expiration date, all
unexercised rights will become void.
If
less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to
persons other than our security holders, to or through agents, underwriters or dealers or through a combination of such methods,
including pursuant to standby arrangements, as described in the applicable prospectus supplement.
Units
We
may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series.
We may evidence each series of units by unit certificates that we may issue under a separate agreement. We may enter into unit
agreements with a unit agent. Each unit agent, if any, may be a bank or trust company that we select. We will indicate the name
and address of the unit agent, if any, in the applicable prospectus supplement relating to a particular series of units. Specific
unit agreements, if any, will contain additional important terms and provisions. We will file as an exhibit to the registration
statement of which this prospectus is a part, or will incorporate by reference from a current report that we file with the SEC,
the form of unit and the form of each unit agreement, if any, relating to units offered under this prospectus.
If
we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including,
without limitation, the following, as applicable
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title of the series of units;
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identification
and description of the separate constituent securities comprising the units;
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the
price or prices at which the units will be issued;
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the
date, if any, on and after which the constituent securities comprising the units will be separately transferable;
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a
discussion of certain United States federal income tax considerations applicable to the units; and
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any
other material terms of the units and their constituent securities.
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Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598, and their telephone
number is (212) 828-8436 .
NASDAQ
Capital Market Listing
Our
common stock is listed on the NASDAQ Capital Market under the symbol “CCCR.”
PLAN
OF DISTRIBUTION
We
may sell the securities offered through this prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers,
including our affiliates, (iii) through agents, or (iv) through a combination of any these methods. The securities may be distributed
at a fixed price or prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing
market prices, or negotiated prices. The prospectus supplement will include the following information:
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the
terms of the offering;
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the
names of any underwriters or agents;
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the
name or names of any managing underwriter or underwriters;
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the
purchase price of the securities;
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any
over-allotment options under which underwriters may purchase additional securities from us;
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the
net proceeds from the sale of the securities;
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any
delayed delivery arrangements;
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any
underwriting discounts, commissions and other items constituting underwriters’ compensation;
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any
initial public offering price;
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any
discounts or concessions allowed or reallowed or paid to dealers;
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any
commissions paid to agents; and
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any
securities exchange or market on which the securities may be listed.
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Sale
Through Underwriters or Dealers
Only
underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement. If underwriters
are used in the sale, the underwriters will acquire the securities for their own account, including through underwriting, purchase,
security lending or repurchase agreements with us. The underwriters may resell the securities from time to time in one or more
transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions in any
of our other securities (described in this prospectus or otherwise), including other public or private transactions and short
sales. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing
underwriters or directly by one or more firms acting as underwriters. Unless otherwise indicated in the prospectus supplement,
the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will
be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time
any public offering price and any discounts or concessions allowed or reallowed or paid to dealers.
If
dealers are used in the sale of securities offered through this prospectus, we will sell the securities to them as principals.
They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus
supplement will include the names of the dealers and the terms of the transaction.
We
will provide in the applicable prospectus supplement any compensation we will pay to underwriters, dealers or agents in connection
with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers.
Direct
Sales and Sales Through Agents
We
may sell the securities offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such
securities may also be sold through agents designated from time to time. The prospectus supplement will name any agent involved
in the offer or sale of the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated
in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its
appointment.
We
may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning
of the Securities Act with respect to any sale of those securities. The terms of any such sales will be described in the prospectus
supplement.
Delayed
Delivery Contracts
If
the prospectus supplement indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase securities at the public offering price under delayed delivery contracts. These contracts would provide
for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described
in the prospectus supplement. The applicable prospectus supplement will describe the commission payable for solicitation of those
contracts.
Market
Making, Stabilization and Other Transactions
Unless
the applicable prospectus supplement states otherwise, other than our common stock all securities we offer under this prospectus
will be a new issue and will have no established trading market. We may elect to list offered securities on an exchange or in
the over-the-counter market. Any underwriters that we use in the sale of offered securities may make a market in such securities,
but may discontinue such market making at any time without notice. Therefore, we cannot assure you that the securities will have
a liquid trading market.
Any
underwriter may also engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule
104 under the Securities Exchange Act. Stabilizing transactions involve bids to purchase the underlying security in the open market
for the purpose of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases
of the securities in the open market after the distribution has been completed in order to cover syndicate short positions.
Penalty
bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the
syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions,
syndicate covering transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence
of the transactions. The underwriters may, if they commence these transactions, discontinue them at any time.
General
Information
Agents,
underwriters, and dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities,
including liabilities under the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of,
engage in transactions with or perform services for us, in the ordinary course of business.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, the validity of the securities offered by this prospectus, and any
supplement thereto, will be passed upon for us by Hunter Taubman Fischer& Li, LLC, New York, NY. The legality of the securities
for any underwriters, dealers or agents will be passed upon by counsel as may be specified in the applicable prospectus supplement.
will pass on the validity of the common stock being offered in this prospectus.
EXPERTS
Marcum
Bernstein & Pinchuk LLP (“Marcum”), independent registered public accounting firm, has audited our financial statements
included in our Annual Report on Form 10-K for the year ended December 31, 2016, as set forth in their reports, which are incorporated
by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference
in reliance on Marcum’s report, given on their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
file annual, quarterly and special reports, along with other information with the SEC. Our SEC filings are available to the public
over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s
Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information
on the Public Reference Room.
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities offered hereby
under the Securities Act of 1933, as amended. This prospectus does not contain all of the information included in the registration
statement, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration
statement from the SEC at the address listed above or from the SEC’s internet site.
INFORMATION
INCORPORATED BY REFERENCE
The
Securities and Exchange Commission allows us to incorporate by reference the information we file with them under certain conditions,
which means that we can disclose important information to you by referring you to those documents. The information incorporated
by reference is considered to be a part of this prospectus and any information that we file subsequent to this prospectus with
the Securities and Exchange Commission will automatically update and supersede this information. The documents we are incorporating
by reference are as follows:
|
(a)
|
the
Company’s Annual Report on Form 10-K for the year ended December 31, 2016;
|
|
(b)
|
the
description of the Common Stock, $0.001 par value per share, contained in the Registrant’s registration statement on
Form S-1 filed with the Commission on June 7, 2013 pursuant to Section 12(b) of the Exchange Act and all amendments or reports
filed by us for the purpose of updating those descriptions.
|
All
documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the initial filing date of this
prospectus, through the date declared effective, until the termination of the offering of securities contemplated by this prospectus
shall be deemed to be incorporated by reference into this prospectus. These documents that we file later with the Securities and
Exchange Commission and that are incorporated by reference in this prospectus will automatically update information contained
in this prospectus or that was previously incorporated by reference into this prospectus. You will be deemed to have notice of
all information incorporated by reference in this prospectus as if that information was included in this prospectus.
We
will provide to any person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the
information that has been incorporated by reference in this prospectus but not delivered with this prospectus, at no cost to the
requesting party, upon request to us in writing or by telephone using the following information:
China
Commercial Credit, Inc.
No.1
Zhongying Commercial Plaza,
Zhong
Ying Road,
Wujiang,
Suzhou,
Jiangsu
Province, China
China
Commercial Credit, Inc.
$30,000,000
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Rights
Units
,
2017
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth the costs and expenses payable by the registrant in connection with this offering, other than underwriting
commissions and discounts, all of which are estimated except for the SEC registration fee.
|
Securities and Exchange Commission registration fee
|
|
$
|
3,477
|
|
|
Accounting fees and expenses
|
|
$
|
3,000
|
|
|
Legal fees and expenses
|
|
$
|
5,000
|
|
|
Total
|
|
$
|
11,477
|
|
*
Estimated expenses are not presently known because they depend upon, among other things, the number of offerings that will be
made pursuant to this registration statement, the amount and type of securities being offered and the timing of such offerings.
Item
15. Indemnification of Directors and Officers.
Section
102 of the Delaware General Corporation Law allows a corporation to eliminate the personal liability of directors of a corporation
to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director
breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized
the payment of a dividend or approved a stock repurchase in violation of the Delaware General Corporation Law or obtained an improper
personal benefit.
Under
Section 145 of the General Corporation Law of the State of Delaware, we can indemnify our directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities Act. Our certificate of incorporation provides that,
pursuant to Delaware law, our directors shall not be liable for monetary damages for breach of the directors’ fiduciary
duty of care to us and our stockholders. This provision in the certificate of incorporation does not eliminate the duty of care,
and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to liability for breach of the director’s duty
of loyalty to us or our stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations
of the law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director’s responsibilities
under any other law, such as the federal securities laws or state or federal environmental laws.
Section
174 of the Delaware General Corporation Law provides, among other things, that a director who willfully or negligently approves
of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director
who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or
her dissent to such actions to be entered in the books containing minutes of the meetings of our board of directors at the time
such action occurred or immediately after such absent director receives notice of the unlawful acts.
Our
bylaws provide for the indemnification of our directors and officers to the fullest extent permitted by the Delaware General Corporation
Law. Our bylaws further provide that our Board of Directors has discretion to indemnify our agents and employees. We are required
to advance, prior to the final disposition of any proceeding, promptly on request, all expenses incurred by any director or executive
officer in connection with that proceeding on receipt of an undertaking by or on behalf of that director or executive officer
to repay those amounts if it should be determined ultimately that he or she is not entitled to be indemnified under the bylaws
or otherwise. We are not, however, required to advance any expenses in connection with any proceeding if our Board determines,
pursuant to Delaware law, that the claimant has not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the corporation to indemnify the claimant for the amount claimed.
As
of the date of this prospectus, we have entered into indemnification agreements with one director. Such indemnification agreement
requires us, among other things, to:
|
|
●
|
indemnify
officers and directors against certain liabilities that may arise because of their status as officers or directors; or
|
|
|
|
|
|
|
●
|
advance
expenses, as incurred, to officers and directors in connection with a legal proceeding, subject to limited exceptions.
|
In
addition, our directors and officers are covered under directors’ and officers’ liability insurance policies maintained
by us, subject to the limits of the policies, insuring such persons against various liabilities.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
Item
16. Exhibits.
The
following documents are filed as exhibits to this registration statement, including those exhibits incorporated herein by reference
to a prior filing under the Securities Act or the Exchange Act, as indicated in parentheses:
|
Exhibit
Number
|
|
Description of Document
|
|
|
|
|
|
4.1
|
|
Form of Indenture*
|
|
4.2
|
|
Form of Debt Securities (1)
|
|
4.3
|
|
Form of Warrant Agreement, if any, including form of Warrant (1)
|
|
4.4
|
|
Form of Preferred Stock Certificate of Designation (1)
|
|
4.5
|
|
Form of Right Certificate (1)
|
|
5.1
|
|
Opinion of Hunter Taubman Fischer & Li, LLC *
|
|
23.1
|
|
Consent of Marcum Bernstein & Pinchuk LLP *
|
|
23.2
|
|
Consent of Hunter Taubman Fischer & Li, LLC (included in Exhibit 5.1)*
|
|
24.1
|
|
Power of Attorney (included in Part II of this Registration Statement)*
|
|
25.1
|
|
Statement of Eligibility of trustee on Form T-1+
|
|
+
|
To be filed pursuant to Rule 305(b)(2) of the Trust
Indenture Act.
|
|
(1)
|
If
applicable, to be filed
by amendment or by a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by
reference.
|
Item
17. Undertakings
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided,
however,
Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement
is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;
or
(5) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) That
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) To
supplement the prospectus, after the expiration of any subscription period, to set forth the results of any subscription offer,
the transactions by the underwriters during any subscription period, the amount of unsubscribed securities to be purchased by
the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made
on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth
the terms of such offering.
(d) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, China Commercial Credit, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized on April 26, 2017.
|
|
CHINA
COMMERCIAL CREDIT, INC.
|
|
|
|
|
|
|
By:
|
/s/
Mingjie Zhao
|
|
|
|
Mingjie
Zhao
|
|
|
|
Chief
Executive Officer
|
POWER
OF ATTORNEY
KNOW
BY ALL MEN BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Mingjie Zhao and Long
Yi, and each of them acting singly, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution,
to act, without the other, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement, including any subsequent registration statement for the
same offering that may be filed under Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, their substitute may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
|
/s/ Mingjie Zhao
|
|
Chief Executive Officer and Chairman of the Board
|
|
April 26, 2017
|
|
Mingjie Zhao
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Long Yi
|
|
Chief Financial Officer and Director
|
|
April 26, 2017
|
|
Long Yi
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Weiliang Jie
|
|
Director
|
|
April 26, 2017
|
|
Weiliang Jie
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Boling Liu
|
|
Director
|
|
April 26, 2017
|
|
Boling Liu
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Teck Chuan Yeo
|
|
Director
|
|
April 26, 2017
|
|
Teck Chuan Yeo
|
|
|
|
|
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