SC 13D 1 v318027_sc13d.htm SCHEDULE 13D

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-1 and Rule 13d-2)

Under the Securities Exchange Act of 1934

 

CHINA CERAMICS CO., LTD.
(Name of Issuer)

 

Ordinary Shares, par value $0.001 per share
(Title of Class of Securities)

 

G2113X100
(CUSIP Number)

 

Huang Jia Dong
c/o Jinjiang Hengda Ceramics Co., Ltd.
Junbing Industrial Zone
Anhai, Jinjiang City
Fujian Province, PRC
Telephone: +86 (595) 8576 5053
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

June 15, 2012
(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 
 

 

CUSIP No. G2113X100 13D Page 2 of 6 Pages

  

1. NAME OF REPORTING PERSON
  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  
     
    Sound Treasure Limited 
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  
    (a)  £
    (b)  £
     
3. SEC USE ONLY  
     
     
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)  
     
    PF   
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £
     
     
6. CITIZENSHIP OR PLACE OF ORGANIZATION   
     
    British Virgin Islands  
  7. SOLE VOTING POWER  
NUMBER OF      
SHARES     5,212,905   
BENEFICIALLY 8. SHARED VOTING POWER  
OWNED BY      
EACH     0   
REPORTING 9. SOLE DISPOSITIVE POWER  
PERSON      
WITH     5,212,905   
  10. SHARED DISPOSITIVE POWER  
       
      0  
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
    5,212,905   
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  
    £
     
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
    28.6%(1)   
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
    CO   

   

(1) Based on 18,254,002 ordinary shares outstanding as reported in the Annual Report on Form 20-F filed by the issuer on March 30, 2012.

 

 
 

 

CUSIP No. G2113X100 13D Page 3 of 6 Pages

  

1. NAME OF REPORTING PERSON
  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  
     
    Mr. Huang Jia Dong
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  
    (a)  £
    (b)  £
     
3. SEC USE ONLY  
     
     
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)  
     
    N/A  
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £
     
     
6. CITIZENSHIP OR PLACE OF ORGANIZATION   
     
     
  7. SOLE VOTING POWER  
NUMBER OF      
SHARES     5,212,905  
BENEFICIALLY 8. SHARED VOTING POWER  
OWNED BY      
EACH     9,172,905(1)    
REPORTING 9. SOLE DISPOSITIVE POWER  
PERSON      
WITH     5,212,905  
  10. SHARED DISPOSITIVE POWER  
       
      9,172,905(1)    
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
    9,172,905(1)   
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  
    £
     
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
    50.3%(2)  
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
     
    IN   

 

(1) Includes an aggregate of 3,960,000 ordinary shares owned by Mr. Huang’s spouse and children for which Mr. Huang may be deemed to be the beneficial owner. Mr. Huang disclaims any beneficial ownership of such shares.

(2) Based on 18,254,002 ordinary shares outstanding as reported in the Annual Report on Form 20-F filed by the issuer on March 30, 2012.

 

 
 

  

CUSIP No. G2113X100 13D Page 4 of 6 Pages

  

Item 1.Security and Issuer.

 

This statement relates to the ordinary shares, par value $0.001 per share (“Common Stock”), of China Ceramics Co., Ltd., a British Virgin Islands corporation (the “Company”). The address of the Company's principal executive office is c/o Jinjiang Hengda Ceramics Co., Ltd., Junbing Industrial Zone, Anhai, Jinjiang City, Fujian Province, PRC.

 

Item 2.Identity and Background.

 

(a)           This Schedule 13D is filed by Sound Treasure Limited (“STL”) and Mr. Huang Jia Dong, the Chief Executive Officer of the Company and a director of the Company, as the sole director and shareholder of STL and as such Mr. Huang has sole dispositive and voting power over the ordinary shares owned by STL.

 

(b)           STL’s and Mr. Huang’s business address is c/o Jinjiang Hengda Ceramics Co., Ltd., Junbing Industrial Zone, Anhai, Jinjiang City, Fujian Province, PRC.

 

(c)           STL is a holding company for Mr. Huang’s investments. Mr. Huang is the Chief Executive Officer of the Company.

 

(d)           During the past five years, neither STL nor Mr. Huang has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

 

(e)           During the past five years, neither STL nor Mr. Huang has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)           STL is an entity formed in the British Virgin Islands. Mr. Huang is a citizen of Macau.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

On June 15, 2012, STL purchased 5,212,905 shares of Common Stock, and certain other individuals related to Mr. Huang purchased an aggregate of 3,960,000 shares of Common Stock (an aggregate of 9,172,905 shares of Common Stock) from certain stockholders of the Company for an aggregate purchase price of $100.00. The $56.89 portion of the purchase price for the shares purchased by STL were from STL’s own funds.

 

Item 4.Purpose of Transaction

 

The purpose of the acquisition of the shares of Common Stock reported in this Schedule 13D was for investment purposes. The reporting persons may, at any time and from time-to-time, review or reconsider their position, change their purpose or formulate plans or proposals with respect thereto.

 

Other than the reporting persons’ beneficial ownership of the Common Stock, Mr. Huang’s status as an officer and director of the Company and as described above, the reporting persons do not have any current plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) 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; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) 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 other person; (h) 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; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or (j) any similar action to those enumerated above.

 

 
 

 

CUSIP No. G2113X100 13D Page 5 of 6 Pages

 

 

Item 5.Interest in Securities of the Issuer

 

(a)Aggregate Beneficial Ownership:

 

As of June 15, 2012, STL beneficially owned 5,212,905 shares of Common Stock directly. Based on 18,254,002 shares of Common Stock outstanding as reported in the Annual Report on Form 20-F filed by the issuer on March 30, 2012, this constitutes 28.6% of the Company’s outstanding Common Stock.

 

As of June 15, 2012, Mr. Huang beneficially owned 9,172,905 shares of Common Stock, including the shares owned by STL indirectly because he is the sole director and shareholder of STL, and an aggregate of 3,960,000 ordinary shares owned by Mr. Huang’s spouse and children for which Mr. Huang may be deemed to be the beneficial owner. Based on 18,254,002 shares of Common Stock outstanding as reported in the Annual Report on Form 20-F filed by the issuer on March 30, 2012, this constitutes 50.3% of the Company’s outstanding Common Stock. Mr. Huang disclaims any beneficial ownership of the shares owned by his children and spouse.

 

(b)Power to Vote and Dispose of the Issuer Shares:

 

STL and Mr. Huang have the sole power to vote and dispose of the 5,212,905 shares of Common Stock owned by STL. Mr. Huang may be deemed to share power to vote and dispose of the 3,960,000 shares owned by his children and spouse.

 

(c)Transactions Effected During the Past 60 Days:

 

On June 15, 2012, STL purchased 5,212,905 shares of Common Stock, and certain other individuals related to Mr. Huang purchased an aggregate of 3,960,000 shares of Common Stock (an aggregate of 9,172,905 shares of Common Stock) from certain stockholders of the Company for an aggregate purchase price of $100.00.

 

(d)Right of Others to Receive Dividends or Proceeds of Sale:

 

With respect to the 5,212,905 shares owned by STL, no person other than STL and Mr. Huang is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares. With respect to the 3,960,000 ordinary shares owned by Mr. Huang’s spouse and children, no person other than Mr. Huang’s spouse and children is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares.

 

(e)Date Ceased to be the Beneficial Owner of More Than Five Percent:

 

Not Applicable.

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

None.

 

Item 7.Material to be Filed as Exhibits

 

99.1Joint Filing Agreement

  

 
 

 

CUSIP No. G2113X100 13D Page 6 of 6 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

  Sound Treasure Limited  
       
Dated: July 10, 2012 By: /s/ Huang Jia Dong  
  Name:   Huang Jia Dong  
  Title:     Director  

  

Dated: July 10, 2012 By: /s/ Huang Jia Dong  
  Name:   Huang Jia Dong