Report of Foreign Issuer (6-k)
July 18 2017 - 4:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2017
CHINA CERAMICS CO., LTD.
(Translation of registrant's name into English)
c/o Jinjiang Hengda Ceramics Co., Ltd.
Junbing Industrial Zone, Anhai, Jinjiang
City, Fujian Province, PRC
Telephone +86 (595) 8576 5053
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
¨
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
If “Yes” is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b): 82-________.
Private Placement of Unregistered Equity
Securities of the Company
On July 18, 2017, China
Ceramics Co., Ltd. (the “Company”) completed a USD$861,000 private placement of its ordinary shares pursuant to subscription
agreements (the “Subscription Agreements”) with certain accredited investors (the “Offering”) at the price
of $1.36 per share, the closing price of the Company’s securities on July 17, 2017. The Company agreed to register the shares
sold in the Offering for resale no later than 270 days after the closing of the Offering. All respective purchasers in the Offering
were “accredited investors” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act ), and
the Company sold the securities in the Offering in reliance upon an exemption from registration contained in Section 4(2) and Rule
506 under the Securities Act. There were no discounts or brokerage fees associated with this Offering. The net proceeds of the
Offering will be used for working capital and general corporate purposes.
A copy of the form Subscription
Agreement is filed as Exhibits 10.1 to this report and is incorporated by reference herein. The foregoing summary of this agreement
is subject to, and qualified in its entirety by reference to, such exhibit. Such agreement contains representations and warranties
that the parties made to, and solely for the benefit of, the others in the context of all of the terms and conditions of that agreement
and in the context of the specific relationship between the parties. The provisions of such agreement, including the representations
and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended
as document for investors and the public to obtain factual information about the current state of affairs of the parties to such
agreement. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the
SEC.
On July 18, 2017, the Company
issued a press release announcing the closing of the Offering, a copy of which is filed as Exhibit 99.1 to this report and incorporated
by reference herein.
Special Note Concerning Forward Looking
Statements
This report contains
statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995
and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations,
but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which
are beyond the Company’s control. You should not place undue reliance upon the Company’s forward-looking statements.
Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to
reflect any event or circumstance that may arise after the date of this Report.
Financial Statements and Exhibits.
Exhibit
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Description
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10.1
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Form Subscription Agreement.
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99.1
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Press release.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
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CHINA CERAMICS CO., LTD.
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By:
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/s/ Hen Man Edmund
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Hen Man Edmund, Chief Financial Officer
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Date: July 18, 2017
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