CC Jewelry Co., Ltd.
35th Floor, Bund Center
222 East Yan’an Road, Huangpu District, Shanghai, 200002
People’s Republic of China
May 27, 2011
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. H. Christopher Owings
| | Registration Statement on Form F-1 |
Dear Mr. Owings:
Reference is made to the Registration Statement on Form F-1 initially filed with the Securities and Exchange Commission (the “Commission”) by CC Jewelry Co., Ltd. (the “Company”) on September 29, 2010, as amended (File No. 333-169652) (the “Registration Statement”). Pursuant to Rule 477 promulgated under the Securities Act of 1933 (the “Securities Act”), the Company hereby applies for the withdrawal of the Registration Statement together with all exhibits thereto, effective as of the date of this application or as soon as practicable thereafter.
The Company is seeking withdrawal of the Registration Statement because of unfavorable market conditions. The Registration Statement has not been declared effective by the Commission, and the Company confirms that it has not sold any securities pursuant to the Registration Statement.
The Company acknowledges that the registration fee paid in connection with the Registration Statement will not be refunded. The Company may re-file the Registration Statement with the Commission at a later date, and, in such case, it requests that the registration fee previously paid be credited for future use by the Company in accordance with rules under the Securities Act 457(p).
The Company requests that the Commission consent to this application on the grounds that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by paragraph (a) of Rule 477 of the Securities Act.
We would appreciate if you would please provide the Company’s U.S. counsel, Mr. Bill Huo of Kramer Levin Naftalis & Frankel LLP, a facsimile copy of the order consenting to the withdrawal of the Registration Statement as soon as it is available. The facsimile number is (212) 715-8000.
Should you have any questions regarding this matter, please contact Mr. Huo at (212) 715-9360. Thank you for your assistance.
| | Sincerely, |
| | |
| | CC Jewelry Co., Ltd. |
| | |
| | By: | /s/ Quanxiang Chen |
| | Name: | Quanxiang Chen |
| | Title: | Chairman and Chief Executive Officer |
| cc: | Xiaolin Mao, Chief Financial Officer |
| | Bill Huo, Esq. |
