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 June 2016
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.
Form 20-F
x
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.
Yes
¨
No
x
If “Yes” is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b): 82-________.
Other Events
Settlement of Class Action Litigation
As previously
disclosed, on June 6, 2014, the following putative class action complaints were filed in the United States District Court for the
Southern District of New York (the “Court”) against the China Ceramics Co., Ltd. (the “Company”) and its
various current and former directors and officers, which complaints asserted claims of violations of Section 10(b) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder against all defendants,
and of violations of Section 20(a) of the Exchange Act against the individual defendants, as well as pursuing remedies under the
Exchange Act:
• The complaint captioned Robert Pollock,
Individually and On Behalf Of All Others Similarly Situated v. Huang Jia Dong, Su Pei Zhi, Hen Man Edmund, Ding Wei Dong, Paul
K. Kelly, Cheng Yan Davis, William L. Stulginsky, Su Wei Feng, Shen Cheng Liang, Jianwei Liu, And China Ceramics Co., Ltd. (Case
No. 14-cv-4100);
• The complaint captioned Roger Artinoff,
Individually and On Behalf Of All Others Similarly Situated v. China Ceramics Co. Ltd., Huang Jia Dong, Su Pei Zhi, Hen Man Edmund,
Ding Wei Dong, Paul K. Kelly, Cheng Yan Davis, William L. Stulginsky And Su Wei Feng (Case No. 14-cv-4312); and
• The complaint captioned Richard Finlayson,
Individually and On Behalf Of All Others Similarly Situated v. Huang Jia Dong, Su Pei Zhi, Hen Man Edmund, Ding Wei Dong, Paul
K. Kelly, Cheng Yan Davis, William L. Stulginsky, Su Wei Feng, Shen Cheng Liang, Jianwei Liu, and China Ceramics Co., Ltd. (Case
No. 14-cv-4997).
On February 6, 2015, the Company and the
individual defendants reached an agreement in principle to settle the above-described cases against all defendants in consideration
of the payment by the Company of $850,000, consisting of USD$310,000 payable in cash and USD$540,000 to be issued in the Company’s
common shares (the “Settlement”). On January 4, 2016, the Court held a final hearing to consider approval of the Settlement,
and on April 22, 2016, the Court issued its Memorandum and Order approving the Settlement (the “Order”).
Under the terms
of the Order, the number of shares of common shares represented by the USD$540,000 stock settlement amount is required to be determined
based upon the average closing transaction price of the Company’s common shares during the ten trading days preceding the
date of the final hearing, or January 4, 2016. Therefore, under the terms of the settlement, the Company was obligated to issue
554,415 shares (which equates to 69,302 shares after the 1 for 8 reverse stock split recently implemented by the Company), which
are freely tradeable.
Following the drop in the market value of
the Company’s common shares in the time period since January 4, 2016, the counsel for the lead plaintiffs sought to change
the date for the determination of the number of shares issuable in the settlement, asking that the Court to substitute the date
of the final order approving the settlement for the date of the final hearing currently in the settlement documents over the objection
of the defendants. The action suggested by counsel for the lead plaintiff would have resulted in the issuance by the Company of
substantial number of additional shares in the Settlement. The Company and the individual defendants objected to the request, and
the Court requested submissions from the parties with respect to the issues raised by counsel for the lead plaintiffs. All of the
submissions were filed by May 24, 2016.
On June 20,
2016, the Court denied the request by the counsel for the lead plaintiffs to modify the terms of the Settlement. As a result of
the Court's order, the terms and provisions of the Settlement remain unchanged. The Company previously delivered the cash and shares
payable in the Settlement.
The class action
litigation has been concluded and all that remains is the administration of the Settlement, which will be supervised by the Court.
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: June 30, 2016
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