羚羊企业控股美股招股说明书(2017-04-04版)

424B5 1 v461310_424b5.htm 424B5 Filed pursuant to Rule 424(b)(5)Registration No. 333-206516 Prospectus Supplement(To prospectus dated January 20, 2016) China Ceramics Co., Ltd. $600,0005% original issue discount convertible promissory note and up to560,000 ordinary shares issuable upon conversion of the note We are offering our 5% original issue discount convertible promissory note, due January 3, 2018 (the “Note”), with a principal amount of $631,579 and up to 560,000 ordinary shares issuable upon conversion of the Note, for the purchase price of $600,000 pursuant to certain Securities Purchase Agreement, dated April 3, 2017 (the “Purchase Agreement”), between China Ceramics Co., Ltd. (the “Company”) and an institutional accredited investor. In the event that the conversion of the Note requires the Company to issue more than 560,000 ordinary shares then the Company is required to use its best efforts to obtain shareholder approval to issue more than 19.99% of its issued and outstanding ordinary shares as of the date of the issuance date of the Note. The Note will bear interest at a rate of 5% per year and will mature on the 9-month anniversary of its issuance (the “Maturity Date”) unless earlier redeemed or converted into our ordinary shares. The amounts due under the Note will be payable in weekly payments in the amount of 1/10th of the total principal of the Note, and together with interest outstanding thereon, commencing on the seventh (7th) month following the original issue date of the Note. The Company may pay weekly amortization payments under the Note in cash or ordinary shares. If the Company elects to make cash payments, such weekly payments must be made in the amounts equal to the then outstanding principal of the Note and accrued interest, multiplied by 115%. If the Company elects to make such weekly payments in ordinary shares, the Company must meet certain equity conditions, as described in this prospectus. The Note will be our general unsecured obligations and will rank equally in right of payment with all of our future unsecured indebtedness, senior in right of payment to any of our future indebtedness that is expressly subordinated to the Note, effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to all indebtedness and other liabilities of our current or future subsidiaries. At its option, the holder of the Note may convert the Note into ordinary shares of the Company at any time prior to the Maturity Date at the conversion price which is equal to 85% of the volume weighed average price (VWAP) per common share over the five (5) trading day period prior to each conversion of the Note, subject to $1.00 per share floor price and other conversion limitations. Upon conversion of the Note, we will deliver ordinary shares as described in this prospectus supplement. For a more detailed description of the Note, see the section entitled “Description on Securities We Are Offering” beginning of page S-8 of this prospectus supplement. The Note will not be listed on any national securities exchange or quoted on any quotation system. There is no established public trading market for the Note and we do not expect a market to develop. This prospectus supplement also relates to the offering of the shares of ordinary shares issuable upon conversion of the Note. Our ordinary shares are traded on The Nasdaq Stock Market, or NASDAQ, under the symbol “CCCL.” On March 30, 2017, the last reported sale price of our ordinary shares was $2.28 per share. As of March 30, 2017, the aggregate market value of our outstanding ordinary shares held by non-affiliates was approximately $3.3 million, based on 2,808,046 outstanding ordinary shares, of which 1,448,960 were held by non-affiliates, and a per share price of $2.28 based on the closing price of our ordinary shares on March 30, 2017. We have not offered any 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. We estimate that the total expenses of this offering payable by us will be approximately $70,000. We expect to deliver the Note issued at the closing on or about April 4, 2017. Investing in our Note and ordinary shares involves risks. See “Risk Factors” on page S-6 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 prospe