CHINA CERAMICS CO., LTD.
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(Name of Issuer)
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ORDINARY SHARES, PAR VALUE $0.001 PER SHARE
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(Title of Class of Securities)
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G2113X100
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(CUSIP Number)
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Joseph R. Tiano
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Pillsbury Winthrop Shaw Pittman LLP
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2300 N Street, N.W.
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Washington, DC 20037
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(202) 663-8233
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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October 3, 2011
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(Date of Event which Requires Filing of this Statement)
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1.
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NAMES OF REPORTING PERSONS
JAMES D. DUNNING, JR.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
PF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f)
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¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF
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7.
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SOLE VOTING POWER
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0
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SHARES
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|||
BENEFICIALLY
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8.
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SHARED VOTING POWER
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1,101,251
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OWNED BY
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|||
EACH
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9.
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SOLE DISPOSITIVE POWER
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663,693
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REPORTING
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|||
PERSON WITH
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,101,251
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|
12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.04% (1)
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14.
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TYPE OF REPORTING PERSON
IN
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(1)
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Based on the most recent Report of Foreign Private Issuer on Form 6-K, filed by the Issuer on August 19, 2011, a total of 18,254,002 shares of the Issuer’s Ordinary Shares are considered to be outstanding, pursuant to SEC Rule 13d-3(d)(1), as of June 30, 2011. For the reporting person above, any options exercisable within 60 days have been included in the denominator. Beneficial ownership for purposes of this Statement have been computed in accordance with Rule 13d-3(d)(1) promulgated under the Act.
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1.
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NAMES OF REPORTING PERSONS
ALAN G. HASSENFELD
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|
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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3.
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SEC USE ONLY
|
|
4.
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SOURCE OF FUNDS
PF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f)
|
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF
|
7.
|
SOLE VOTING POWER
|
0
|
SHARES
|
|||
BENEFICIALLY
|
8.
|
SHARED VOTING POWER
|
1,101,251
|
OWNED BY
|
|||
EACH
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9.
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SOLE DISPOSITIVE POWER
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348,656
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REPORTING
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|||
PERSON WITH
|
10.
|
SHARED DISPOSITIVE POWER
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0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,101,251
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.04% (1)
|
|
14.
|
TYPE OF REPORTING PERSON
IN
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(1)
|
Based on the most recent Report of Foreign Private Issuer on Form 6-K, filed by the Issuer on August 19, 2011, a total of 18,254,002 shares of the Issuer’s Ordinary Shares are considered to be outstanding, pursuant to SEC Rule 13d-3(d)(1), as of June 30, 2011. For the reporting person above, any options exercisable within 60 days have been included in the denominator. Beneficial ownership for purposes of this Statement have been computed in accordance with Rule 13d-3(d)(1) promulgated under the Act.
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1.
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NAMES OF REPORTING PERSONS
GREGORY E. SMITH
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|
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
|
3.
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SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
PF
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f)
|
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF
|
7.
|
SOLE VOTING POWER
|
0
|
SHARES
|
|||
BENEFICIALLY
|
8.
|
SHARED VOTING POWER
|
1,101,251
|
OWNED BY
|
|||
EACH
|
9.
|
SOLE DISPOSITIVE POWER
|
88,902
|
REPORTING
|
|||
PERSON WITH
|
10.
|
SHARED DISPOSITIVE POWER
|
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,101,251
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.04% (1)
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
(1)
|
Based on the most recent Report of Foreign Private Issuer on Form 6-K, filed by the Issuer on August 19, 2011, a total of 18,254,002 shares of the Issuer’s Ordinary Shares are considered to be outstanding, pursuant to SEC Rule 13d-3(d)(1), as of June 30, 2011. For the reporting person above, any options exercisable within 60 days have been included in the denominator. Beneficial ownership for purposes of this Statement have been computed in accordance with Rule 13d-3(d)(1) promulgated under the Act.
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(a)
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The acquisition by any person of additional securities of the issuer, or the disposition of securities of the Issuer;
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(b)
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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(d)
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Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(e)
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Any material change in the present capitalization or dividend policy of the Issuer;
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(f)
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Any other material change in the Issuer’s business or corporate structure;
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(g)
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Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
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(h)
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Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g) (4) of the Act; or
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(j)
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Any action similar to any of those enumerated above.
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Exhibit A
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Voting Agreement among the Reporting Persons, China Holdings Acquisition Corp., a Delaware Corporation, the Issuer, Mr. Wong Kung Tok, Mr. Paul K. Kelly, Mr. Chen Yan Davis and Mr. Xiao Feng (incorporated by reference to Exhibit A to Schedule 13D filed September 27, 2011).
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Exhibit B
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Letter to the Board of Directors of the Issuer, dated September 23, 2011 (incorporated by reference to Exhibit B to Schedule 13D filed September 27, 2011).
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Exhibit C
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Joint Filing Agreement among the Reporting Persons.
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Exhibit D
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Letter to the Corporate Secretary of the Issuer, dated September 30, 2011.
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/s/ James D. Dunning, Jr.
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James D. Dunning, Jr.
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/s/ Alan G. Hassenfeld
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Alan G. Hassenfeld
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/s/ Gregory E. Smith
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Gregory E. Smith
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/s/ James D. Dunning, Jr.
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James D. Dunning, Jr.
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/s/ Alan G. Hassenfeld
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Alan G. Hassenfeld
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/s/ Gregory E. Smith
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Gregory E. Smith
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James D. Dunning, Jr.
2 Sutton Place South
Apt 17D
New York, NY 10022
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Alan G. Hassenfeld
The Owen Building
101 Dyer Street
Suite 401
Providence, RI 02903
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Gregory E. Smith
1401 NE 70th Street
Oklahoma City, OK 73111
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Re: |
China Ceramics Co. Ltd.
Request for Special Shareholder Meeting
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/s/ James Dunning
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/s/ Alan Hassenfeld |
James Dunning, Jr. | Alan G. Hassenfeld |
/s/ Greg Smith
|
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Gregory E. Smith
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