0001144204-14-029075.txt : 20140509 0001144204-14-029075.hdr.sgml : 20140509 20140509161551 ACCESSION NUMBER: 0001144204-14-029075 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20140509 FILED AS OF DATE: 20140509 DATE AS OF CHANGE: 20140509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Ceramics Co., Ltd CENTRAL INDEX KEY: 0001470683 STANDARD INDUSTRIAL CLASSIFICATION: STRUCTURAL CLAY PRODUCTS [3250] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34944 FILM NUMBER: 14829310 BUSINESS ADDRESS: STREET 1: C/O JINJIANG HENGDA CERAMICS CO., LTD. STREET 2: JUNBING INDUSTRIAL ZONE, ANHAI, JINJIANG CITY: FUJIAN PROVINCE, STATE: F4 ZIP: 00000 BUSINESS PHONE: 86 (595) 8576 5051 MAIL ADDRESS: STREET 1: C/O JINJIANG HENGDA CERAMICS CO., LTD. STREET 2: JUNBING INDUSTRIAL ZONE, ANHAI, JINJIANG CITY: FUJIAN PROVINCE, STATE: F4 ZIP: 00000 6-K 1 v377987_6k.htm 6-K

 

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 May 2014

 

 

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)

  

Copy of correspondence to:

  

Stuart Management Company 

830 Post Road East 

Suite 205

Westport, CT 06880

 

 

 

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-________.

 

 

 
 

 

Background

 

On May 1, 2014 The Nasdaq Stock Market (“Nasdaq”) halted trading in the securities of China Ceramics Co., Ltd. (the “Company”) and notified the Company of the Company’s non-compliance with the Nasdaq Marketplace continued listing requirements. The Company had previously notified Nasdaq (i) of the Company’s inability to timely file its Annual Report on Form 20-F, and (ii) of the Company’s termination of Grant Thornton Shanghai PRC (“GT”) as the Company’s principal independent registered public accountants on April 30, 2014. In connection with its audit of the Company’s consolidated financial statements for the year ended December 31, 2013, GT raised a number of concerns with the Company and differences arose regarding the manner in which the concerns should be addressed. The Audit Committee and the Board voted to dismiss GT and to engage a new auditing firm to audit the financial statements of the Company for the year ended December 31, 2013 and to re-audit the financial statements for the years ended December 31, 2012 and 2011based on the communications between GT and management and the Audit Committee regarding the concerns, the view of a majority of the members of the Audit Committee that communications between GT and the Company’s management and Audit Committee had become impaired, and the fact that the positions adopted by GT had already foreclosed the timely filing of the Company’s Annual Report on Form 20-F.

 

Changes in Registrant’s Certifying Accountants

 

The Company terminated the engagement of GT as the Company’s principal independent registered public accountants, effective April 30, 2014, pursuant to action taken by the Audit Committee and the Board of Directors on April 27, 2014. That action was based in part upon the view of a majority of the Audit Committee members that communications between GT and the Company’s management and Audit Committee had become impaired as described above. Additional information regarding the concerns raised by GT will be included in subsequent reports on Form 6-K and/or in the Company’s Annual Report on Form 20-F for the year ended December 31, 2013.

 

On May 1, 2014 the Company engaged Crowe Horwath (HK) CPA Limited (“CHHK”) as the Company’s principal independent registered public accountant to audit the Company's financial statements for the fiscal year ended December 31, 2013 and to re-audit the prior fiscal years ended December 31, 2012 and December 31, 2011, as well as to perform services related to the auditing of those financial statements. CHHK was engaged pursuant to an affirmative vote and recommendation of the Audit Committee on April 30, 2014 and the affirmative vote of the Board of Directors on the same date. During the fiscal years ended December 31, 2013 and December 31, 2012, and the interim period through April 30, 2014, the Company did not consult with CHHK regarding: (1) the application of accounting principles to a specified transaction, either proposed or completed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (2) any matter or “reportable event” as that term is defined for purposes of Item 304(a)(1)(v) of Regulation SK. The Audit Committee intends to prescribe additional audit procedures to be performed by CHHK with respect to the concerns expressed by GT.

 

Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Audit Committee Membership Changes

 

On April 27, 2014, following the Audit Committee determination to terminate GT, William L. Stulginsky, the former Chairman of the Audit Committee, tendered his resignation as an independent director and Chairman of the Audit Committee. A copy of his resignation letter is filed Exhibit 99.1 to this report and is incorporated herein by reference (the “Stulginsky Resignation Letter”).

 

Following Mr. Stulginsky’s resignation, the Board appointed Liu Jianwei, an independent member of the Board, to the office of the Chairman of the Audit Committee, effective immediately. Mr. Liu was appointed to the Board on January 7, 2014. Prior to this Chairmanship appointment, he served as a member of the Board’s Audit Committee, Compensation Committee and Nominating Committees, respectively, and he continues to serve on each of those Committees.

 

 
 

 

Executive Director Resignation

 

On April 28, 2014, Su Pei Zhi tendered his resignation as a Board member to ensure that a majority of the Board of Directors continued to consist of independent directors. A copy of his resignation letter is filed Exhibit 99.2 to this report (the “Su Pei Zhi Resignation Letter”).

 

As a result of the above-described changes to the Board constituency, the Board includes three independent directors, Liu Jianwei, Shen Chengliang and Cheng Yan Davis, and two executive directors, Huang Jia Dong and Su Wei Feng.

 

 

Trading Halt

 

On May 1, 2014 the Nasdaq Stock Market (“Nasdaq”) halted trading in the Company’s securities pending Nasdaq’a issuance of, and the Company response to, information requests from Nasdaq, which the Company received on May 2, 2014. Nasdaq took that action after the Company notified Nasdaq (i) of the Company’s inability to timely file its Annual Report on Form 20-F, and (ii) of the Company’s termination of GT as the Company’s principal independent registered public accountant. The Company intends to cooperate fully with Nasdaq’s inquiry. However, the Company does not expect trading to recommence until the Company becomes current in filing it’s periodic reports, and the Company regains compliance with the Nasdaq Marketplace Rules. There can be no assurance that trading on Nasdaq will recommence, or when it may recommence. See “Nasdaq Non-Compliance Letter & Opportunity To Submit A Plan of Compliance” below. Moreover, it is possible that Nasdaq may seek to delist the Company's securities based upon the Company's failure to timely file its periodic reports before the Company is able to regain compliance with its reporting requirements. If there is an extended trading halt, there is a possibility that trading could occur on the OTCBB or the pink sheets.

 

Nasdaq Non-Compliance Letter & Opportunity To Submit A Plan of Compliance

 

Following the trading halt on May 1, 2014, the Company received a letter from Mr. Randy Genau, Director, Listing Qualifications, Nasdaq on May 1, 2014 (the “Letter”), informing the Company that it no longer complies with the Nasdaq requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of periodic reports. The non-compliance cited in the Letter was the result of the Company's failure to timely file its Annual Report on Form 20-F for the year ended December 31, 2013.

 

The Letter states in part that the Nasdaq Staff pursuant to Nasdaq Listing Rule 5101 has afforded the Company the opportunity to submit a plan prior to June 2, 2014 that addresses the details of the Company’s plan to regain compliance with the Nasdaq Marketplace Rules. The Letter recites that the Nasdaq Marketplace Rules provide that the Staff can grant the Company an extension of up to 180 calendar days from the filing's due date to regain compliance if Nasdaq accepts the Company’s plan of compliance. After submission and review of the plan, the Nasdaq Staff will determine whether or not to grant additional time to the Company to file its Form 20-F (and any other periodic reports that hereafter may become due) and to regain compliance with the Listing Rules as permitted under The Nasdaq Marketplace Rules. There is no assurance that the terms of such plan will be accepted by the Nasdaq staff. If the Company’s plan of compliance is not accepted, the Company would have the opportunity to appeal that decision to a Hearings Panel.

 

The Letter advises that in determining whether to accept the Company’s plan, the Nasdaq Staff will consider matters such as: the likelihood that the Form 20-F, along with any subsequent periodic filing that will be due, can be made within the 180 day period; the Company’s compliance history; the reasons for the late filing of the Form 20-F; other corporate events that may occur within the review period; the Company’s overall financial condition; and the Company’s public disclosures.

 

 
 

 

The Company plans to present its plan of compliance to Nasdaq and to request continued listing pending the completion of the plan. There is no assurance that the compliance plan that the Company intends to file with Nasdaq will be accepted by the Nasdaq Staff.

 

A copy of the Letter is attached as Exhibit 99.3 and a copy of the press release required to be issued pursuant to Nasdaq Listing Rule 5810(b), entitled “China Ceramics Announces Receipt of Nasdaq Non-Compliance Letter & Opportunity To Submit A Plan of Compliance” is attached as Exhibit 99.4.

 

Other Events

 

The Company issued a press release, entitled “China Ceramics Announces Delays In Filing its Fiscal 2013 Annual Report, Suspension of Trading, and Preliminary Unaudited 2013 Financial Results” which reported, among other things, the change in the Company’s principal independent registered public accountant, the trading halt and the Company’s preliminary unaudited 2013 financial results. A copy of the press release making the announcement is attached as Exhibit 99.5.

 

Financial Statements and Exhibits

 

 

99.1Stulginsky Resignation Letter dated as of April 27, 2014.
99.2Su Pei Zhi Resignation Letter dated as of April 28, 2014.
99.3Letter from the Randy Genau, Director, Listing Qualifications, The NASDAQ Stock Market to Mr. Hen Man Edmund, c/o Ralph De Martino, Esq., Schiff Hardin LLP dated May 1. 2014.
99.4Press release dated May 2, 2014, entitled “China Ceramics Announces Receipt of Nasdaq Non-Compliance Letter & Opportunity To Submit A Plan of Compliance.”
99.5Press release dated May 2, 2014, entitled “China Ceramics Announces Delays In Filing its Fiscal 2013 Annual Report, Suspension of Trading, Changes In Its Board of Directors, And Preliminary Unaudited 2013 Financial Results.”

 


 
 

 

 

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/ Huang Jia Dong
    Huang Jia Dong, Chief Executive Officer
   

 

Date: May 9, 2014

 

 

 

 

 

 

 

EX-99.1 2 v377987_ex99-1.htm EXHIBIT 99.1

 

WILLIAM L. STULGINSKY

 

209 WISTERIA LANE

 

MEDIA, PA 19063

 

April 27, 2014

 

To the Board of Directors of China Ceramics Co. Ltd.

 

This letter serves as my notice to you that I resign from the Board of Directors of China Ceramics Co, Ltd. effectively immediately.

 

/s/ William. L. Stulginsky  
William. L. Stulginsky  

 

 

 

EX-99.2 3 v377987_ex99-2.htm EXHIBIT 99.2

 

Confidential

28, April 2014

 

Board of Directors

China Ceramics Co. Ltd

Craigmur Chambers

Road Town

Tortola, British Virgin Islands

 

Dear Board Members

 

It was a great pleasure to serve as a member of the Board. I have made contribution and also learned a great deal of business matter from all of you.

 

Unfortunately my other responsibility demanding so much my time so that I have to officially tendering my resignation from the Board of Directors effective at April 28 of 2014.

 

The Best wishes to all of you and trust that CCCL will be successful years ahead.

 

Sincerely yours

 

Su Peizhi  
/s/ Su Peizhi  

  

 

 

 

EX-99.3 4 v377987_ex99-3.htm EXHIBIT 99.3

 

 

By Electronic Delivery to: edmund@cceramics.com; rdemartino@schiffhardin.com

 

May 1, 2014

 

Mr. Hen Man Edmund

c/o Ralph De Martino, Esq.

Schiff Hardin LLP

901 K Street NW

Suite 700

Washington, DC 20001

 

Re: China Ceramics Co., Ltd. (the “Company”)
  Nasdaq Symbol:  CCCL

 

Dear Mr. Edmund:

 

I am following up on our telephone conversation with Ralph DeMartino, Esq. earlier today, in which we explained that since your Company has not yet filed its Form 20-F for the period ended December 31, 2013 (the “Filing”), it no longer complies with our Listing Rules (the “Rules”) for continued listing.1 Generally, the Company would be afforded 60 days to prepare and submit a plan of compliance.2 However, given the circumstances surrounding the Company’s inability to file, as described in the Company’s May 1, 2014 Form 12b-25, Staff has determined to utilize its discretionary authority set forth in Listing Rule 51013 to shorten this timeframe to 30 calendar days, or June 2, 2014. If we accept your plan, we can grant an exception of up to 180 calendar days from the Filing’s due date, or until October 27, 2014, to regain compliance. Your plan should be as definitive as possible, addressing any issues that you believe would support your request for an exception. The fee for the compliance plan review is $5,000.4 Please submit your non-refundable Compliance Plan Review fee in accordance with the instructions provided on the attached “Check Payment Form”.

 

In determining whether to accept your plan, we will consider such things as the likelihood that the Filing, along with any subsequent periodic filing that will be due, can be made within the 180 day period, the Company’s past compliance history, the reasons for the late Filing, other corporate events that may occur within our review period, the Company’s overall financial condition and its public disclosures. Please note that any subsequent periodic filing that is due within the 180 day exception period must be filed no later than the end of the period. Therefore, it would be helpful if your plan addresses each of these points. 5

 

 

1 Listing Rule 5250(c)(1). For online access to all Nasdaq Rules, please see “Nasdaq Reference Links,” included with this letter.

2 Listing Rule 5810(c)(2(F)(i).

3 Listing Rule 5101 states, in part, that “Nasdaq….has broad discretionary authority over the initial an continued listing of securities….Nasdaq may use such discretion….to apply additional or more stringent criteria for the continued listing of the securities on Nasdaq.”

4 Listing Rule 5810(c)(2).

 5 For additional information with respect to compliance plans please see attached “Nasdaq Reference Links” when preparing your plan of compliance. This attachment includes links to the Frequently Asked Questions section relating to continued listing.

 

THE NASDAQ Stock Market LLC · 805 King Farm Blvd. · Rockville, MD 20850 · USA · www.nasdaqomx.com

 

 
 

 

Mr. Hen Man Edmund

May 1, 2014

Page 2

 

Please email your plan to moira.keith@nasdaqomx.com and randy.genau@nasdaqomx.com no later than June 2, 2014. Also, prior to this date, please provide on an ongoing basis the details of any material developments related to the Company’s ability to prepare and file the Filing. After we review the plan, I will contact you if we have any questions or comments and will provide you written notice of our decision. If we do not accept your plan, you will have the opportunity to appeal that decision to a Hearings Panel.6

 

Our Rules require that the Company, as promptly as possible, but no later than four business days from the receipt of this letter, make a public announcement by issuing a press release disclosing receipt of this letter and the Nasdaq Rule(s) upon which it is based.7 The Company must also submit the announcement to Nasdaq’s MarketWatch Department.8 If the public announcement is made between the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must submit the announcement to Nasdaq’s MarketWatch Department at least ten minutes prior its public release. If the public announcement is made outside of these hours, the Company must submit the announcement prior to 6:50 A.M. Eastern Time. For your convenience attached is a list of news services. Please note that if you do not make the required announcement trading in your securities will be halted.9

 

In addition, Nasdaq makes available to investors a list of all non-compliant companies, which is posted on our website at https://listingcenter.nasdaqomx.com. The Company will be included in this list beginning five business days from the date of this letter. As part of this process, an indicator reflecting the Company’s non-compliance will be broadcast over Nasdaq’s market data dissemination network and will also be made available to third party market data providers.

 

Finally, even though the Company has not filed its periodic report it is still required to provide us with the number of shares issued and outstanding at the end of each quarter. We would appreciate receiving this information electronically via the “Shares Outstanding Change Form,” which can be completed electronically through the NASDAQ OMX Listing Center located at https://listingcenter.nasdaqomx.com. In order to complete the Form, you will need to log in to the Listing Center or create an account, if you do not already have one. Once you are logged in, you will need to enter either your Central Index Key (CIK) code or CUSIP number to complete your submission. This form should be submitted electronically to us no later than seven days from receipt of this letter. If necessary, the Company may provide us with an estimated number.

 

 

6 See Listing Rule 5815(a).

7 Listing Rule 5810(b).

8 The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure submission system available at www.NASDAQ.net.

9 Listing IM-5810-1.

 

 
 

 

Mr. Hen Man Edmund

May 1, 2014

Page 3

 

If you have any questions, please do not hesitate to contact me, at +1 301 978 8049, Moira Keith, at +1 301 978 8052, or Alan Rowland, at +1 301 978 5213.

 

Sincerely,

  

/s/ Randy Genau

Randy Genau

Director, Listing Qualifications

The NASDAQ Stock Market

 

Enclosures

 

cc:     Ralph De Martino, Esq., Schiff Hardin LLP

 

 
 

 

NASDAQ REFERENCE LINKS

 

Topic   Description
     
NASDAQ Listing Rules   All initial and continued listing rules
     
Corporate Governance   Board composition , committee requirements and shareholder approval
     
Fees   FAQ's Listing Fees
     
Frequently Asked Questions (FAQ's)   Topics related to initial listing and continued listing
     
Hearing Requests & Process   Discussion of the Nasdaq Hearings process
     
Listing of Additional Shares (LAS)   Explanation of Nasdaq’s Listing of Additional Shares process
     
Transfer to the Nasdaq Capital Market   Procedures and application to transfer securities to the Nasdaq Capital Market

 

Access to all Nasdaq listing information and forms can be accessed at the following:

https://listingcenter.nasdaqomx.com/Home.aspx

 

DIRECTORY OF NEWS SERVICES*

 

The use of any of these services will satisfy NASDAQ’s listing rules that require the disclosure of specific information in a press release or public announcement. The Company must ensure that the full text of the required announcement is disseminated publicly. The Company has not satisfied this requirement if the announcement is published as a headline only or if the news service determines not to publish the full text of the story.

 

News Service   Internet Address   Telephone Number
         
Bloomberg Business News   www.bloomberg.com   Phone: +1 212 318 2000
        Toll free: +1 800 227 0845
Business Wire   www.businesswire.com   Phone: +1 415 986 4422
        Toll free: +1 800 223 2274
Dow Jones News Wire   www.dowjones.com   Phone: +1 212 416 2400
GlobeNewswire       Toll free: +1 800 307 6627
(A NASDAQ OMX Co.)   www.globenewswire.com   Phone: +1 310 642 6930
        Toll free: +1 800 774 9473
MarketWire   www.marketwire.com   Phone: +1 310 765 3200
        Toll free: +1 800 776 8090
PR Newswire   www.prnewswire.com   Phone: +1 201 360 6700
Reuters   www.thomsonreuters.com   Phone: +1 646 223 4000

 

* Nasdaq cannot render advice to the Company with respect to the format or content of the public announcement. The following is provided only as a guide that should be modified following consultation with securities counsel: the Company received a Nasdaq Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF DEFICIENCY LETTER) indicating that the Company fails to comply with the (STOCKHOLDERS’ EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES, etc.) requirement(s) for continued listing set forth in Listing Rule(s) _________.

 

 
 

 

Check Payment Form

 

If paying by check, please complete this form and include it along with your payment. If paying by wire, please click here for instructions.

 

All checks should be made payable to the NASDAQ Stock Market LLC at the following address:

 

For payments sent by regular mail: For payments sent by overnight mail:
The NASDAQ Stock Market LLC The NASDAQ Stock Market LLC
c/o Wells Fargo Bank, N.A. c/o Wells Fargo Bank, N.A.
Lockbox 90200 Lockbox 90200
PO Box 8500 401 Market Street
Philadelphia, PA  19178-0200 Philadelphia, PA  19106

 

COMPANY NAME SYMBOL
 
ADDRESS
 
ADDRESS
 
REMITTER NAME (if different than Company Name)
 
AMOUNT CHECK NO

 

PLEASE INDICATE REASON FOR PAYMENT BY CHECKING ONE OF THE FOLLOWING BOXES:

 

¨Compliance Plan Review: There is a $5,000 fee in connection with the review of a compliance plan.

 

¨Transfer Application: The fee for companies transferring from the Global or Global Select Market to the Capital Market is $5,000.

 

¨New Company Application and Entry: The application fee is $25,000 for the Global or Global Select Market, $5,000 for the Capital Market, and $1,000 for companies applying to list Closed End Funds, Exchange Traded Funds, Index Fund Shares or other structured products. The remainder of the entry fee is due prior to the first day of trading.

 

¨Interpretation Request: The fee in connection with such a request is $5,000 for a regular request, where a company generally requires a response within four weeks, and $15,000 for an expedited request, where a company requires a response in more than one week but less than four weeks.

 

¨Hearing or Appeal Request: The fee in connection with a hearing or an appeal of a Hearing Panel decision to the NASDAQ Listing and Hearing Review Council is $10,000.

 

¨Substitution Listings and Changes in the Company Record: The fee in connection with a change in the company record is $7,500; the fee in connection with a substitution listing is $15,000. These changes are report using the Company Event Form.

 

¨SPAC Substitution Listing Fee: There is a $15,000 substitution listing fee in connection with a SPAC that completes a business combination.

 

 

 

EX-99.4 5 v377987_ex99-4.htm EXHIBIT 99.4

 

China Ceramics Announces Receipt of Nasdaq Non-Compliance Letter & Opportunity To Submit A Plan of Compliance

 

JINJIANG, China, May 2, 2014 /PRNewswire/ — China Ceramics Co., Ltd. (NASDAQ Global Market: CCCL) ("China Ceramics" or the "Company"), today announced that it received a letter from the Director, Listing Qualifications, Nasdaq on May 1, 2014 (the "Letter"), informing the Company that it no longer complies with the Nasdaq requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of periodic reports. The non-compliance cited in the letter was the result of the Company's failure to timely file its Annual Report on Form 20-F for the year ended December 31, 2013.

 

The Letter states in part that the Nasdaq Staff has afforded the Company the opportunity to submit a plan prior to June 2, 2014 that addresses the details of the Company's plan to regain compliance with the Nasdaq Marketplace Rules pursuant to Rule 5101. The Nasdaq Marketplace Rules provide that the Staff can grant the Company an extension of up to 180 calendar days from the filing's due date to regain compliance if Nasdaq accepts the Company's plan of compliance. After submission and review of the plan, the Nasdaq Staff will determine whether or not to grant any additional time to the Company to file its Form 20-F (and any other periodic reports that hereafter may become due) and to regain compliance with the Listing Rules, as permitted under The Nasdaq Marketplace Rules. If the Company's plan of compliance is not accepted, the Company would have the opportunity to appeal that decision to a Hearings Panel.

 

The Letter advises that in determining whether to accept the Company's plan, the Nasdaq Staff will consider such things as the likelihood that the Annual Report on Form 20-F, along with any subsequent periodic filing that will be due, can be made within the 180 day period, the Company's past compliance history, the reasons for the late filing of the Form 20-F, other corporate events that may occur within the review period, the Company's overall financial condition, and the Company's public disclosures.

 

Nasdaq's Rules require that the Company, as promptly as possible, but no later than four business days from the receipt of its Letter, make a public announcement by issuing a press release disclosing receipt of this letter and the Nasdaq Rule(s) upon which it is based. This press release is issued for that purpose.

 

The Company plans to present its plan of compliance to Nasdaq and to request continued listing pending the completion of the plan. There is no assurance that the compliance plan that the Company intends to file with Nasdaq will be accepted by the Nasdaq Staff.

 

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", "Hengdeli" 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, 2012 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.

 

Contact Information:

 

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

 

2

 

EX-99.5 6 v377987_ex99-5.htm EXHIBIT 99.5

 

China Ceramics Announces Delays In Filing its Fiscal 2013 Annual Report, Suspension of Trading, Changes In Its Board of Directors, And Preliminary Unaudited 2013 Financial Results

 

JINJIANG, China, May 2, 2014 /PRNewswire/ — China Ceramics Co., Ltd. (NASDAQ Global Market: CCCL) ("China Ceramics" or the "Company"), today announced that on May 1, 2014 it filed a notification on Form 12b-25 with the Securities and Exchange Commission of the Company's inability to timely file its Annual Report on Form 20-F for the year ended December 31, 2013. The audit of the Company's consolidated financial statements for the year ended December 31, 2013 has not been completed. On April 30, 2014, the Company terminated the engagement of Grant Thornton (Shanghai, PRC) ("GT") as its principal independent registered public accountants. Following the GT termination, the Company engaged Crowe Horwath (HK) CPA Limited ("CHHK") as the Company's principal independent registered public accountant to audit the Company's financial statements for the fiscal years ended December 31, 2013, 2012 and 2011, as well as to perform services related to the auditing of those financial statements. The Audit Committee and the Board of Directors voted to terminate GT's engagement and to engage a new auditing firm on April 27, 2014, and on April 30, 2014 the Audit Committee and the Board of Directors approved the engagement of CHHK. CHHK was formally engaged on May 1, 2014. The Company anticipates that the completion of the audit process and subsequent filing of the 2013 Annual Report on Form 20-F will occur within ninety days of the date of this press release. Further information regarding the above-disclosed circumstances will be provided in a Report on Form 6-K which the Company intends to file within a few days. In a related event, The Nasdaq Stock Market halted trading in the Company's securities pending the issuance by Nasdaq of information requests and Nasdaq's receipt of the Company's responses to those requests. The Company intends to cooperate fully with Nasdaq's inquiry. However, based on Nasdaq's communications with the Company, the Company does not expect trading to recommence on Nasdaq until all of the Company's periodic reports have been filed. There can be no assurance that trading will recommence or when it may recommence. Moreover, it is possible that Nasdaq may seek to delist the Company's securities based upon the Company's failure to timely file its periodic reports before the Company is able to regain compliance with its reporting requirements. If there is an extended trading halt, there is a possibility that trading could occur on the OTCBB or the pink sheets.

 

On May 1, 2014, the Company received a letter from the Director, Listing Qualifications, Nasdaq (the "Letter"), informing the Company that it no longer complies with the Nasdaq requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of periodic reports. The non-compliance cited in the letter was the result of the Company's failure to timely file its Annual Report on Form 20-F for the year ended December 31, 2013. The Letter states in part that the Company has the opportunity to submit a plan prior to June 2, 2014 that addresses the details of the Company's plan to regain compliance with the Nasdaq Marketplace Rules. Further information regarding the Letter may be found in the Company's separate press release addressing the Letter that will be issued later this day and that is entitled "China Ceramics Announces Receipt of Nasdaq Non-Compliance Letter & Opportunity To Submit A Plan of Compliance."

 

 
 

  

Changes In Board Constituency

 

On April 27, 2014, following the Audit Committee determination to terminate GT and to engage a new auditing firm, William L. Stulginsky, the former Chairman of the Audit Committee, tendered his resignation as an independent director and Chairman of the Audit Committee. Following Mr. Stulginsky's resignation, the Board appointed Liu Jianwei, an independent member of the Board, to the office of the Chairman of the Audit Committee, effective immediately. Mr. Liu was appointed to the Board on January 7, 2014. Prior to this Chairmanship appointment, he served as a member of the Board's Audit Committee, Compensation Committee and Nominating Committees, respectively, and he continues to serve on each of those Committees. On April 28, 2014, Su Pei Zhi tendered his resignation as a Board member to ensure that a majority of the Board of Directors continued to consist of independent directors. As a result of the above-described changes to the Board constituency, the Board includes three independent directors, Liu Jianwei, Shen Chengliang and Cheng Yan Davis, and two executive directors, Huang Jia Dong and Su Wei Feng.

 

Write Down of Assets in the Fourth Quarter of 2013

 

During the course of the preparation of its 2013 financial statements, the Company identified certain adjustments in the fourth quarter in connection with a write down of assets resulting from unused capacity at the Company's Hengdali facility. The Company's Hengdali facility utilized capacity capable of producing eight million square meters of ceramic tiles annually in 2013 out of an annual productive capacity of 30 million square meters. The Company's current estimate of the asset write-down for the fourth quarter is approximately $7.5 million.

 

Preliminary Unaudited Financial Results for the Fourth Quarter of 2013

 

Revenue for the fourth quarter ended December 31, 2013 was RMB 220.3 million (US$ 36.5 million), a decrease of 10.2% as compared to the fourth quarter of 2012. The year-over-year decrease in revenue was due to an 11.5% decrease in sales volume to 7.7 million square meters of ceramic tiles. The Company attributes its reduced revenue to improved but still recovering business conditions in China's real estate and construction sectors as a result of the difficult market conditions that began in late 2012. Gross profit for the fourth quarter ended December 31, 2013 was RMB 6.4 million (US$ 1.1 million), a decrease of 78.2% as compared to the fourth quarter of 2012. The year-over-year decrease in gross profit margin was caused by higher raw material prices, a change in product mix towards lower profit margin products and an increased inventory provision which increased cost of sales. Of the total cost of sales for the quarter ended December 31, 2013, RMB 12.7 million (US$ 2.1 million) related to a provision for inventory that was aging as compared to RMB 3.2 million (US$ 0.5 million) for the quarter ended December 31, 2012.

 

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Preliminary Unaudited Financial Results for the Fiscal Year ended December 31, 2013

 

Revenue for the year ended December 31, 2013 was RMB 932.9 million (US$ 151.9 million) a decrease of 35.4% as compared to RMB 1,444.9 million (US$ 230.7 million) from year ended December 31, 2012. The year-over-year decrease in revenue was mainly was due to a 24.8% decrease in the sales volume of ceramic tiles to 34.7 million square meters in the year ended December 31, 2013 from 46.2 million square meters in the same period in 2012 and a 14.1% decrease in the Company's average selling price, which decreased to RMB 26.9 ($4.4) per square meter for the year end 2013 per square meter compared to RMB 31.3 ($5.0) per square meter for the year end 2012. The Company attributes its reduced sales volume in fiscal 2013 to the continued challenging business conditions in China's real estate and construction sector. However, the Company believes that the decrease in the pricing of its ceramic tile products is temporary and that product pricing will revert to normal levels once business conditions improve. Gross profit was RMB 67.0 million (US$ 10.9 million), down 82.4% from RMB 381.0 million (US$ 60.8 million) for the year ended December 31, 2012. The year-over-year decrease in gross profit margin was primarily driven by a decrease in its average selling price and an increase in materials and labor costs.

 

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", "Hengdeli" 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.

 

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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, 2012 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.

 

Contact Information:

 

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

 

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