羚羊企业控股美股招股说明书(2018-11-30版)

424B5 1 tv508275_424b5.htm 424B5 Filed pursuant to Rule 424(b)(5)Registration No. 333-228182 Prospectus Supplement(To prospectus dated November 14, 2018) CHINA CERAMICS CO., LTD. Up to 1,000,000 common shares500,000 Warrants each to purchase one common share and 500,000 common shares underlying the Warrants Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to 1,000,000 common shares at a price of $1.27 per share (the “Shares”) and Warrants each to purchase one half of one common share (the “Warrants”). The offering also includes up to common shares issuable upon the exercise of the Warrants. The Shares and Warrants will be sold in fixed combinations, with each fixed combination consisting of one Share and one Warrant to purchase one half of one share. The Shares and Warrants are immediately separable and will be issued separately. The Warrants will have an exercise price of $1.27 per share and will be exercisable on or after the date of issuance and will terminate on the five-year anniversary of the date of issuance. There is no established public trading market for the Warrants and we are not listing these Warrants on an exchange or any trading system and do not expect a market to develop. For a more detailed description of the warrants, see the section entitled “Description on Securities” beginning of page S-6 of this prospectus supplement. Our common shares are traded on The NASDAQ Capital Market, or NASDAQ, under the symbol “CCCL.” On November 28, 2018, the last reported sale price of our common share was $1.62 per share. As of November 29, 2018, the aggregate market value of our outstanding common shares held by non-affiliates was approximately $13.4 million, based on 4,654,812 outstanding common shares, of which 3,649,067 were held by non-affiliates, and a per share price of $3.67 based on the closing price of our common shares on October 18, 2018. We have offered $1,201,667 of our securities pursuant to General Instruction I.B.5 of Form F-3 during the prior 12-month calendar period that ends on, and includes, the date of this prospectus supplement. As a result, we are eligible to offer and sell up to an aggregate of $3,262,359 of shares and warrants pursuant to General Instruction I.B.5. of Form F-3. Following this offering, we will have sold securities with an aggregate market value of $4,306,667 (which includes $1,201,667 in market value offered prior to this offering and $3,105,000 in market value from this offering) pursuant to General Instruction I.B.5. of Form F-3 during the prior 12 calendar month period that ends on, and includes, the date of this prospectus supplement. We have retained Dawson James Securities, Inc. as our exclusive placement agent to use its best efforts to arrange for the sale of our securities in this offering. The placement agent and its registered representatives may participate in this offering on the same terms and conditions as the investors participating in this offering. See “Plan of Distribution” beginning on page S-8 of this prospectus supplement for more information regarding these arrangements. Investing in our securities involves risks. See “Risk Factors” on page S-4 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per share and warrant Total Public Offering Price $1.27 $1,270,000 Placement agent commissions (1) $0.1016 $101,600 Proceeds to us, before expenses $1.1684 $1,168,400 (1) We have agreed to pay the placement agent a commission equal to eight percent (8%) of the gross proceeds sold in the offering. In addition, we have agreed to pay the placement agent a non-accountable expense allowance of up to $45,000 and to issue to the placement agent warrants to purchase up to five percent (5%) of the Shares sold in this offering. See section entitled “Plan of Distribution” on page S-8 for more information. We estimate that the total expenses of this offering payable by us will be about $136,600. This offering is being completed on a “best efforts” basis and the placement agent has no obligation to buy any securities from us or to arrange for the purchase or sale of any specific number or dollar amount of our securities. The placement agent expects to deliver the Shares and Warrants against payment on or before December 4, 2018. Dawson James Securities, Inc. The date of this pros