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.

 

  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-________.

 

 

 

 

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   Description
     
10.1   Form Subscription Agreement.
99.1   Press release.

  

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.

 

  CHINA CERAMICS CO., LTD.
     
  By: /s/ Hen Man Edmund
    Hen Man Edmund, Chief Financial Officer

 

Date: July 18, 2017

 

 

 

  

Exhibit 10.1

 

THIS SUBSCRIPTION AGREEMENT IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION 4(2) AND REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS OFFERING IS BEING MADE TO ACCREDITED INVESTORS PURSUANT TO REGULATION D PROMULGATED UNDER THE SECURITIES ACT. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION D OR UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE SECURITIES ACT.

 

PLEASE PRINT:

 

NAME OF SUBSCRIBER:    
     
PRINCIPAL AMOUNT OF SECURITIES PURCHASED: USD$  

 

SUBSCRIPTION AGREEMENT

 

This Subscription Agreement (this “ Agreement ”) is being delivered to you in connection with your investment in shares, par value USD$0.008 per share (the “ Securities ”) of China Ceramics Co., Ltd., a publicly-traded company registered under the laws of the British Virgin Islands (the “ Company ”) in connection with the private placement of such Securities. This Offering (as defined below) will continue until the earlier of: (i) July 31, 2017 or (ii) the Company’s receipt of the purchase consideration for the Securities in the total amount of USD$[_], unless extended without notice by the Company for additional thirty (30) days (the “ Termination Date ”). All funds received in the Offering shall be, upon fulfillment of the other conditions precedent set forth herein, delivered to the Company, at which time the Securities subscribed for shall be delivered, subject to the terms and provisions hereof and as further described below, to the Investor.

 

1 . Subscription and Purchase Price

 

(a)           Subscription . Subject to the conditions set forth in Section 2 hereof, the undersigned hereby subscribes for and agrees to purchase the number of Securities indicated above on the terms and conditions described herein. The principal amount of the Securities purchased is USD$[_], which purchase price may be paid in accordance with payment instructions set forth in Schedule I . The Company and the Investor understand and agree that in order for the Company to remain in compliance with the Nasdaq Stock Market continued listing requirements, the total number of Securities which may be sold by the Company in this Offering (as defined below) shall not exceed in the aggregate 19.99% of the number of the Company’s shares issued and outstanding as of the date of the Closing (as defined below).

 

Subscriptions for lesser amounts may be accepted at the discretion of the Company. The Company may accept this Subscription Agreement at any time for all or any portion of the Securities subscribed for by executing a copy hereof as provided and notifying me within a reasonable time thereafter. In the event of the rejection of this subscription, the Investor’s subscription payment will be promptly returned to him, her or it without interest or deduction and this Subscription Agreement shall have no force or effect.

 

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(b)   Purchase of Securities . The undersigned understands and acknowledges that the purchase price to be remitted to the Company in exchange for the Securities shall be USD$[_], for an aggregate purchase price as set forth on Page 10 hereof (the “ Purchase Price ”). The undersigned understands and agrees that, subject to Section 2 hereof and applicable laws, by executing this Agreement, he, she or it is entering into a binding agreement.

 

2. Acceptance, Offering Term and Closing Procedures

 

(a)           Acceptance or Rejection . The obligation of the undersigned to purchase the Securities shall, subject to the investor accreditation process, applicable securities laws and the closing conditions contained in this Section, be irrevocable and the undersigned shall be legally bound to purchase the Securities subject to the terms set forth in this Agreement.

 

(b)           Closing . The closing (“ Closing ”) of this offering may occur any time and from time to time before the Termination Date. There is no minimum offering. The Securities subscribed for herein shall not be deemed issued to or owned by me until one copy of this Subscription Agreement has been executed by the Investors and countersigned by the Company and the Closing with respect to such Securities has occurred. The Investor understands and acknowledges that (i) no fees or commission are paid in connection with the purchase of the Securities, and (ii) the Company will utilize the proceeds of this purchase for general corporate and working capital purposes.

 

3. Investor’s Representations and Warranties

 

The undersigned hereby acknowledges, agrees with and represents and warrants to the Company, as follows:

 

(a)          Because this Offering is limited to accredited investors as defined in Section 2(15) of the Securities Act, and Rule 501 promulgated thereunder, in reliance upon the exemption contained in Section 4(2) of the Securities Act and applicable state securities laws, the Investor understands that the Securities are being sold without registration under the Securities Act. The Investor has received and reviewed all information and materials regarding the Company that he, she or it has requested, including, without limitation, all reports and other filings made by the Company with the Securities and Exchange Commission (the “ SEC ”) that are available through EDGAR at the SEC’s website (www.sec.gov), including, but not limited to: (i) the Company’s Annual Report on Form 20-F for the year ended December 31, 2016, (ii) the Company’s GAAP financial information contained in Exhibit 99.1 of the Company’s Current Reports on Form 6-K furnished to the Commission on June 2, September 28 and December 20, 2016, respectively, (iii) the Company’s Current Reports on Form 6-K furnished to the Commission on February 8, March 8, March 24, April 29, May 6, June 3, June 30, September 28, December 20, 2016, respectively, and April 4, 2017, with any amendments to any of the foregoing, as well as the risk factors relating to the Company and purchase of the Securities set forth in the Company’s publicly available filings, all of which documents are set forth in Schedule II to this agreement.

 

(b)          The undersigned has full power and authority to enter into and deliver this Agreement and to perform the obligations hereunder, and the execution, delivery and performance of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.

 

(c)          The undersigned acknowledges his, her or its understanding that the offering and sale of the Securities is intended to be exempt from registration under the Securities Act of 1933, as amended (the “ Securities Act ”), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“ Regulation D ”). In furtherance thereof, the undersigned represents and warrants to the Company as follows:

 

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(i)          The undersigned realizes that the basis for the exemption from registration may not be available if, notwithstanding the undersigned’s representations contained herein, the undersigned is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention.

 

(ii)         The undersigned is acquiring the Securities solely for the undersigned’s own beneficial account, for investment purposes, and not with view to, or resale in connection with, any distribution of the Securities.

 

(iii)        The undersigned has the financial ability to bear the economic risk of his, her or its investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to the investment in the Company.

 

(iv)        The undersigned and the undersigned’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “ Advisors ”), have received, carefully reviewed and understand the information contained in various documents and agreements provided by the Company, together with all appendices and exhibits thereto (as such documents may be amended or supplemented, the “ Transaction Documents ”), relating to the Offering.

 

(v)         The undersigned (together with his, her or its Advisors, if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities. If other than an individual, the undersigned also represents it has not been organized solely for the purpose of acquiring the Securities.

 

(d)          The information in the Confidential Investor Questionnaire attached hereto as Exhibit A and completed and executed by the undersigned is true and accurate in all respects, and the undersigned is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D.

 

(e)          The undersigned is not relying on the Company or its affiliates or agents with respect to economic considerations involved in this investment. The undersigned has relied on the advice of, or has consulted with, only his, her or its Advisors. Each Advisor, if any, is capable of evaluating the merits and risks of an investment in the Securities, and each Advisor, if any, has disclosed to the undersigned in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between the Advisor or any affiliate or sub-agent thereof.

 

(f)          The undersigned represents, warrants and agrees that he, she or it will not sell or otherwise transfer the Securities without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the undersigned must bear the economic risk of his, her or its purchase because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the undersigned is aware that the Securities are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“ Rule 144 ”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The undersigned understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement.

 

(g)          The undersigned understands and agrees that the certificates for the Securities shall bear substantially the following legend until (i) the Securities shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective or (ii) in the opinion of counsel for the Company, the Securities may be sold without registration under the Securities Act, as well as any applicable “blue sky” or state securities laws:

 

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

 

(h)          No representations or warranties have been made to the undersigned by the Company or any of its respective officers, employees, counsel, agents, sub-agents, affiliates or subsidiaries, other than any representations of the Company contained in the transaction agreements in connection with the Offering, and in subscribing for the Securities the undersigned is not relying upon any representations other than those contained in the transaction agreements in connection with the Offering.

 

(i)          The undersigned understands and acknowledges that his, her or its purchase of the Securities is a speculative investment that involves a high degree of risk and the potential loss of the undersigned’s entire investment and has carefully read and considered the matters set forth in the agreements in connection with the Offering, and, in particular, acknowledges that the Company has a limited operating history.

 

(j)          The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth, and an investment in the Securities will not cause such overall commitment to become excessive.

 

(k)          Neither the SEC nor any state securities commission has approved the Securities or passed upon or endorsed the merits of the Offering or confirmed the accuracy or determined the adequacy of the in the agreements in connection with the Offering. The agreements in connection with the Offering have not been reviewed by any federal, state or other regulatory authority. Any representation to the contrary is a crime.

 

(l)          The undersigned and his, her or its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering of the Securities and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the undersigned and his, her or its Advisors, if any. The undersigned believes that the investment in the Securities is suitable for him, her or it based upon his, her or its investment objectives and financial needs, and he, she or it has adequate means for providing for his, her or its current financial needs and contingencies and have no need for liquidity with respect to such investment in the Company.

 

(m)          The undersigned is unaware of, is in no way relying on, and did not become aware of the offering of the Securities through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the offering and sale of the Securities and is not subscribing for Securities and did not become aware of the offering of the Securities through or as a result of any seminar or meeting to which the undersigned was invited by, or any solicitation of a subscription by, a person not previously known to the undersigned in connection with investments in securities generally.

 

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(n)          The undersigned has taken no action which would give rise to any claim by any person for brokerage commissions, finders, fees or the like relating to this Agreement or the transactions contemplated hereby.

 

(o)          The undersigned is not relying on the Company or any of its respective employees, agents or sub-agents with respect to the legal, tax, economic and related considerations of an investment in the Securities, and the undersigned has relied on the advice of, or has consulted with, only his, her or its own Advisors.

 

(p)          The undersigned acknowledges that any estimates or forward-looking statements or projections included in the Transaction Documents were prepared by the future management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by the Company or its respective management and should not be relied upon.

 

(q)          No oral or written representations have been made, or oral or written information furnished, to the undersigned or his, her or its Advisors, if any, in connection with the offering of the Securities which are in any way inconsistent with the information contained in the agreements in connection with the Offering.

 

(r)          The Investor is an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Confidential Investor Questionnaire to indicate an appropriate “accredited investor” category. The Investor can bear the entire economic risk of the investment in the Securities for an indefinite period of time and is knowledgeable about and experienced in investments in the equity securities of early stage publicly traded companies. The Investor is not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.

 

(s)          The Investor is not a member of the Financial Industry Regulatory Authority, Inc. (“ FINRA ”); the Investor is not and has not, for a period of 12 months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of FINRA; and the Investor does not own any stock or other interest in any member of FINRA (other than interests acquired in open market purchases).

 

(t)          The information contained in the Confidential Investor Questionnaire, as well as any information which the Investor has furnished to the Company with respect to his, her or its financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, the Investor will furnish such revised or corrected information to the Company.

 

4. Registration Rights

 

No later than 270 days following the Closing, the Company shall file with the SEC, a registration statement (the “ Resale Registration Statement ”) covering the resale to the public by the Investors of the Securities purchased in this Offering (the “ Registrable Securities ”). Notwithstanding the foregoing, if the SEC informs the Company that any of the Registrable Securities to be covered by the Resale Registration Statement cannot, as a result of the application of Rule 415 of the Securities Act, be registered for resale as a secondary offering on a single registration statement, the number of Registrable Securities to be covered by the Resale Registration Statement shall be reduced by such number of shares (if any) as may be required by the SEC (the “ Reduction Securities ”), and in such event, the Company shall file a subsequent registration statement, as described above, as soon as practicable thereafter covering the Reduction Securities (the “ Reduction Securities Registration Statement ”). The Company shall use its best commercially reasonable efforts to cause the Resale Registration Statement and the Reduction Securities Registration Statement, if any, to be declared effective by the SEC as soon as practicable after their respective initial filing dates and shall cause the Resale Registration Statement and the Reduction Securities Registration Statement, if any, to remain effective for at least twelve (12) months. All fees, costs and expenses of and incidental to any such registration, including, without limitation, all registration, filing, and FINRA fees, printing expenses, fees and disbursements of counsel and accountants for the Company shall be paid by the Company. Fees and disbursements of counsel and accountants for the holders of Registrable Securities and any other expenses incurred by such holders not expressly included above shall be borne by such holders.

 

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If Registrable Securities held by or issuable to any holder of Registrable Securities are included in a registration pursuant to the provisions of this Section, each such holder of Registrable Securities will, severally and not jointly, indemnify and hold harmless the Company, its directors and officers, any controlling person and any underwriter from and against, and will reimburse the Company, its directors and officers, any controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expense to which parent or any controlling person and/or any underwriter may become subject under the Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by or on behalf of such holder specifically for use in the preparation thereof. The Company will indemnify and hold harmless each holder of Registrable Securities and such holder’s directors and officers, managers and members, any controlling person and any underwriter (collectively, “ Holder Indemnitees ”) from and against, and will reimburse such Holder Indemnitees with respect to, any and all loss, damage, liability, cost or expense to which any such Holder Indemnitee may become subject under the Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by (i) any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and (ii) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to any action or inaction required of the Company in connection with any such registration; provided that the Company will not be liable under this Section in any such case to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by or on behalf of such holder specifically for use in the preparation of such registration statement.

 

5. Insider Trading Prohibition

 

Until the filing by the Company of a Current Report on Form 6-K describing, among other things, the Offering, the undersigned hereby agrees to refrain from (A) engaging in any transactions with respect to the capital stock of the Company or securities exercisable or convertible into or exchangeable for any shares of capital stock of the Company, and (B) entering into any transaction which would have the same effect, or entering into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the capital stock of the Company.

 

6. Indemnification.

 

The Investor hereby agrees to indemnify and hold harmless the Company and its officers, directors, stockholders, employees, agents, and counsel against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expenses, including reasonable attorneys’ fees) incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person, to which any such indemnified party may become subject under the Securities Act, under any other statute, at common law or otherwise, insofar as such losses, claims, demands, liabilities and expenses (a) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by me and contained in this Subscription Agreement or Confidential Investor Questionnaire, or (b) arise out of or are based upon any breach by the Investor of any representation, warranty, or agreement made by the Investor contained herein or therein..

 

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7. Notices to Subscribers

 

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING DOCUMENTATION. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

 

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE MADE AWARE THAT THEY ARE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

 

THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN ANY PARTICULAR STATE. THE OFFERING DOCUMENTS MAY BE SUPPLEMENTED BY ADDITIONAL STATE LEGENDS. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE ADVISED TO CONTACT THE COMPANY FOR A CURRENT LIST OF STATES IN WHICH OFFERS OR SALES MAY BE LAWFULLY MADE. AN INVESTMENT IN THIS OFFERING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF FINANCIAL RISK. ACCORDINGLY, PROSPECTIVE INVESTORS SHOULD CONSIDER ALL OF THE RISK FACTORS DESCRIBED HEREIN.

 

8. Miscellaneous Provisions

 

(a)           Confidential Information . The subscriber agrees that no portion of the Confidential Information (as defined below) shall be disclosed to third parties, except as may be required by law, without the prior express written consent of the Company; provided , however , that the subscriber may share such information with such of its officers and professional advisors as may need to know such information to assist the subscriber in its evaluation thereof on the condition that such parties agree to be bound by the terms hereof. “ Confidential Information ” means the existence and terms of this Agreement, the transactions contemplated hereby, and the disclosures and other information contained herein or in the agreements in connection with the Offering, excluding any disclosures or other information that are publicly available.

 

(b)           Modification . Neither this Agreement, nor any provisions hereof, shall be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, discharge or termination is sought.

 

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(c)           Survival . The undersigned’s representations and warranties made in this Agreement shall survive the execution and delivery of this Agreement and the delivery of the Securities.

 

(d)           Notices . Any party may send any notice, request, demand, claim or other communication hereunder to the undersigned at the address set forth on the signature page of this Agreement or to the Company at the address set forth above using any means (including personal delivery, expedited courier, messenger service, fax, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication will be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties written notice in the manner herein set forth.

 

(e)           Binding Effect . Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their heirs, executors, administrators, successors, legal representatives and permitted assigns. If the undersigned is more than one person or entity, the obligation of the undersigned shall be joint and several and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by, and be binding upon, each such person or entity and his or its heirs, executors, administrators, successors, legal representatives and permitted assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them, as to the subject matter hereof.

 

(f)           Assignability . This Agreement is not transferable or assignable by the undersigned.

 

(g)          Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of law principles.

 

(h)          Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

(i)           Further Assurances . Each of the parties shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations, or other actions by, or giving any notices to, or making any filings with, any governmental authority or any other person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

 

(j)           Severability . If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

 

[ Remainder of page left intentionally blank - signature pages follow ]

 

  8  

 

 

Signature Page to the Subscription Agreement

 

ALL SUBSCRIBERS MUST COMPLETE THIS PAGE

 

IN WITNESS WHEREOF, the undersigned has executed this Agreement on the ___ day of _______ 2017.

 

________________________ x $____ = $_____________________
Securities subscribed for        Aggregate Purchase Price

 

Manner in which title is to be held (please check one ):

 

1. ¨ Individual 7. ¨

Trust/Estate/Pension or Profit sharing Plan

Date Opened:______________

2. ¨ Joint Tenants with Right of Survivorship 8. ¨

As a Custodian for

________________________________

Under the Uniform Gift to Minors Act of the State of

________________________________

3. ¨ Community Property 9. ¨ Married with Separate Property
4. ¨ Tenants in Common 10. ¨ Keogh
5. ¨ Corporation/Partnership/ Limited Liability Company 11. ¨ Tenants by the Entirety
6. ¨ IRA      

 

IF MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

INDIVIDUAL SUBSCRIBERS MUST COMPLETE PAGE 11.

SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE PAGE 12.

 

  9  

 

 

EXECUTION BY NATURAL PERSONS

 

 
Exact Name in Which Title is to be Held

 

     
Name (Please Print)   Name of Additional Purchaser
     
     
Residence: Number and Street   Address of Additional Purchaser
     
     
City, State and Zip Code   City, State and Zip Code
     
     
Social Security Number   Social Security Number
     
     
Telephone Number   Telephone Number
     
     
Fax Number (if available)   Fax Number (if available)
     
     
E-Mail (if available)   E-Mail (if available)
     
     
(Signature)   (Signature of Additional Purchaser)

 

ACCEPTED this __ day of _________ 2017, on behalf of the Company.

 

  By:  
    Name:
    Title:

 

  10  

 

 

EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY

(Corporation, Partnership, LLC, Trust, Etc.)

 
Name of Entity (Please Print)

 

Date of Incorporation or Organization: ____________________________________________

 

State of Principal Office: _______________________________________________________

 

Federal Taxpayer Identification Number:  ___________________________________________

 

   
Office Address  
   
   
City, State and Zip Code  
   
   
Telephone Number  
   
   
Fax Number (if available)  
   
   
E-Mail (if available)  

 

By:    
  Name:  
  Title:  

 

ACCEPTED this ___ day of _________ 2017, on behalf of the Company.

 

  By:  
    Name:
    Title:

 

  11  

 

 

Exhibit A

 

CONFIDENTIAL INVESTOR QUESTIONNAIRE

 

Purpose of this Questionnaire

 

The Securities of China Ceramics Co., Ltd., (the “Company”) are being offered in a private offering under the Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state, in reliance on the exemptions contained in Sections 4(2) and 4(6) and Regulation D Rule 506 of the 1933 Act and on similar exemptions under applicable state laws. Under Sections 4(2) and 4(6) and Regulation D Rule 506 and/or certain state laws, the Company may be required to determine that an individual, or an individual together with a “purchaser representative,” or each individual equity owner of an investing entity meets certain suitability requirements before selling the Securities to such individual or entity.  THE COMPANY MAY, AT ITS ELECTION, NOT SELL SECURITIES TO A SUBSCRIBER WHO HAS NOT COMPLETELY FILLED OUT THIS QUESTIONNAIRE.  This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy the Securities or any other security.

 

Instructions

 

One (1) copy of this Questionnaire should be completed, signed, dated, and delivered to the Company.

 

Please Answer All Questions

 

If the appropriate answer is “None” or “Not Applicable,” so state.  Please print or type your answers to all questions.  Attach additional sheets if necessary to complete your answers to any item.

 

Your answers will be kept strictly confidential at all times; however, the Company may present this Questionnaire to such parties as it deems appropriate, including its counsel, in order to assure itself that the offer and sale of the Securities will not result in a violation of the registration provisions of the 1933 Act or a violation of the securities laws of any state.

 

(1)           Please provide the following personal information:

 

Name: __________________________________   Age:_____________________
     
Residence Address
(including zip code):  ___________________________________________________________
     
Telephone Numbers:    
     
Residence: ______________________________   Business: ________________
     
Email Address:____________________________   Cell Phone:_______________

 

  12  

 

 

(2)          Please describe your present or most recent business or occupation and indicate such information as the nature of your employment, the principal business of your employer, the principal activities under your management or supervision, and the scope (e.g., dollar volume, industry rank, etc.) of such activities.

 

(3)          Please provide the following information concerning your financial experience.

 

3.1           Indicate by check mark which of the following categories best describes the extent of your prior experience in the areas of investment listed below:

 

 

Substantial

Experience

 

Limited

Experience

 

No

Experience

Marketable Securities          
Private Placements          
Limited Partnerships          
Initial Public Offering          

 

3.2           Indicate by check mark whether or not you maintain any of the following types of accounts over which you, rather than a third party, exercise investment discretion, and the length of time you have maintained each type of account.

 

Securities (cash) Yes   ¨   No   ¨
       
Number of years _____    
       
Securities (margin) Yes   ¨   No   ¨
       
Number of years ______    

 

(4)          I am an accredited investor (as defined in Rule 501 (a) of Reg. D) because (check each appropriate description):

 

¨ I am a natural person whose individual net worth, or joint net worth with my spouse, exceeds $1,000,000 (excluding the value of my residence).

 

¨ I am a natural person who had individual income exceeding $200,000 in each of the two most recent years or joint income with my spouse exceeding $300,000 in each of those years and I have a reasonable expectation of reaching the same income level in the current year.

 

¨ I am a broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.

 

¨ I am an organization described in Section 501(c)(3) of the Internal Revenue Code, not formed for the specific purpose of acquiring the Securities, with total assets exceeding $5,000,000.

 

  13  

 

 

¨ I am a corporation, Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Securities, with total assets exceeding $5,000,000.

 

¨ I am a trust, not formed for the specific purpose of acquiring the Securities, with total assets exceeding $5,000,000 and whose purchase is directed by a “sophisticated person,” as defined in Rule 506(b)(2)(ii) of Reg. D.

 

(For the purposes of this questionnaire, a “sophisticated person” means any person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment.)

 

¨ I am an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 and (i) investment decisions for such plan are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is a bank, savings and loan association, insurance company or registered investment advisor or (ii) such plan has total assets exceeding $5,000,000 or (iii) if a self directed plan, investment decisions are made solely by accredited investors.

 

¨ I am an entity in which all of the equity owners are accredited investors.

 

(5)          Check, if appropriate:

 

¨ I hereby represent and warrant that I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of any prospective investment in the Company.

 

(6)          If you did not check the box to Question 5, please answer the following additional questions:

 

6.1           Please describe any pre-existing personal or business relationship that you have with the Company or any of its officers and directors.

 

6.2           Please describe any business or financial experience that you have had that would allow the Company to reasonably conclude that you are capable of protecting your interests in connection with your prospective investment in the Company.  If none, so state.

 

6.3           If your answer to Question 6.2 above was “None,” in order to evaluate the merits and risks of the investment, will you be relying upon the advice of any other person(s) who will be acting as your purchaser representative(s)?  Yes   ¨    No   ¨

 

If “yes,” please identify each such person and indicate his business address and telephone number in the space below (each such person must complete, and you must review and acknowledge, a separate purchaser representative questionnaire which will be supplied at your request and which must be returned to the Company prior to the sale of any Securities to you).

 

(7)          By signing this Questionnaire, I hereby confirm the following statements:

 

I am aware that the offering of the Securities will involve securities for which no market currently exists, thereby requiring any investment to be maintained for an indefinite period of time, and I have no need to liquidate the investment.

 

  14  

 

 

I acknowledge that any delivery to me of any documentation relating to the Securities prior to the determination by the Company of my suitability as an investor shall not constitute an offer of the Securities until such determination of suitability shall be made, and I agree that I shall promptly return all such documentation to the Company upon request.

 

Neither I nor any of my associates or affiliates: (i) are a member or a person associated with a member firm of FINRA, (ii) own any stock or other securities of any FINRA member, or (iii) made subordinated loans to any FINRA member.

 

My answers to the foregoing questions are true and complete to the best of my information and belief, and I will promptly notify the Company of any changes in the information I have provided.

 

I also understand and agree that, although the Company will use its best efforts to keep the information provided in answers to this Questionnaire strictly confidential, the Company may present this Questionnaire and the information provided in answers to it to such parties as it may deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the private placement or if the contents thereof are relevant to any issue in any action, suit, or proceeding to which the Company is a party or by which it or they are or may be bound.

 

I realize that this Questionnaire does not constitute an offer by the Company to sell the Securities but is merely a request for information.

 

     
Printed Name    
     
     
Signature    
     
     
Social Security Number or    
     
Employee Identification Number    
     
Date and Place Executed:    
     
Date:_________________________________   Place:______________________________

 

  15  

 

 

Schedule I

 

Purchase Price Payment Instructions

 

The Purchase Price for the Securities purchased hereunder shall be paid pursuant to the following wire transfer instructions:

[_]

 

Schedule II

 

SEC Filed Documents

 

  16  

 

 

Exhibit 99.1

 

Contact Information:  
China Ceramics Co., Ltd. Precept Investor Relations LLC
Edmund Hen, Chief Financial Officer David Rudnick, Account Manager
Email: info@cceramics.com Email: david.rudnick@preceptir.com
  Phone: +1 917-864-8849

 

China Ceramics Closes $861,000 Private Placement

 

Jinjiang, Fujian Province, China, July 18, 2017 – China Ceramics Co., Ltd. (NASDAQ Capital Market: CCCL) (“China Ceramics” or the “Company”), a leading Chinese manufacturer of ceramic tiles used for exterior siding and for interior flooring and design in residential and commercial buildings, today announced the closing of a $861,000 private placement of its shares with certain accredited investors at the price of $1.36 per ordinary share, the closing price of the Company’s securities on July 17, 2017. The Company has agreed to register the ordinary shares sold in the private offering for resale no later than 270 days after the closing of the offering. The net proceeds of this offering will be used for working capital and general corporate purposes.

 

The securities sold in the private offering have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from such registration requirements

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.

 

About China Ceramics Co., Ltd.

 

China Ceramics Co., Ltd. is a leading manufacturer of ceramic tiles in China. The Company's ceramic tiles are used for exterior siding, interior flooring, and design in residential and commercial buildings. China Ceramics’ products sold under the “Hengda” or “HD”, “Hengdali” or “HDL”, the “TOERTO” and “WULIQIAO” brands, and the “Pottery Capital of Tang Dynasty” brands are available in over 2,000 style, color and size combinations and are distributed through a network of exclusive distributors as well as directly to large property developers. For more information, please visit http://www.cceramics.com.

 

Safe Harbor Statement

 

Certain of the statements made in this press release are “forward-looking statements” within the meaning and protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance, capital, ownership or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “could,” “intend,” “target” and other similar words and expressions of the future. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in our annual report on Form 20-F for the year ended December 31, 2016 and otherwise in our SEC reports and filings, including the final prospectus for our offering. Such reports are available upon request from the Company, or from the Securities and Exchange Commission, including through the SEC’s Internet website at http://www.sec.gov. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any such statements otherwise are made.