SecProbe.io

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

       DIVISION OF
  CORPORATION FINANCE

Mail Stop 4631
September 22, 2009

Via U.S. mail and facsimile

Mr. Paul K. Kelly Chief Executive Officer China Holdings Acquisition Corp. 1000 N. West Street, Suite 1200
Wilmington, DE  19801

 RE: China Ceramics Co., Ltd.
Form F-4 filed August 26, 2009
  File No. 333-161557

Dear Mr. Kelly:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form F-4

General
1. Please tell us why China Holdings Acqui sition Corp. is not a filing person for
your preliminary proxy statement/prospectus.
2. Please explain why you are filing the regi stration statement on Form F-4 rather
than Form S-4, and provide us with your  analysis regardi ng whether you qualify

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
September 22, 2009 Page 2
as a foreign private issuer as defined under Rule 405 of the Securities Act.
3. We note your disclosure on page 58 that a material change in the Memorandum of
Association and Articles of Association compared with  CHAC’s certificate of
incorporation is an increase in the au thorized stock. Please explain why you have
not set out the increase in authorized co mmon stock as a separate proposal in the
proxy statement.  See September 2004 Interim Supplement to Publicly Available Telephone Interpretations (Regarding Unbundling under Rule 14a-4(a)(3)), which is available on our website.
4. All exhibits and appendices are subject to  our review. Accordingly, please file or
submit all of your exhibits with your ne xt amendment or as soon as possible.
Please note that we may have comments  on the legal and tax opinions, proxy card
and other exhibits once they are filed. Unde rstand that we will need adequate time
to review these materials before accelerating effectiveness.
5. Please update as of the most recent practi cable date all information provided in
your prospectus, including exch ange rates and beneficial ownership percentages.
 Registration Statement Cover Page

6. If you meet the requirements of Form F-4, subject to comment 2 above, please
revise the cover page to reflect the correct form.
7. Please revise to reflect the correct SIC code for China Ceramics Co., Ltd. or advise.  It appears that  the correct code is 3250.
8. Please clarify in a footnote to the registrati on fee table and in the letter to security
holders that China Ceramic securities being registered will be exchanged on a
one-for-one basis for CHAC securities in connection with the redomestication
merger and, that as a result of the merg er, China Ceramics will become a public
company and the current security holders of CHAC will become security holders
of China Ceramics.
 Letter to Stockholders and Warrant holders/Prospectus Cover Page

9. Please note that a letter to security ho lders in a proxy statement/prospectus also
serves as a prospectus cover page and, th erefore, is subject to the plain English
rules and the one page limitation on length.  Please revise your cover page to
simplify your explanation of the steps of the transaction, which may be detailed later in the summary, and limit it to a single page.

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
September 22, 2009 Page 3
10. Please clarify that in calculating the aggr egate value of the co nsideration to be
paid by CHAC in the business combination, that you are not including the value of the Contingent Shares and also quantify the amount and value of these shares.
11. Please disclose the title and amount of s ecurities being offered and by whom they
are being offered.  See Item 501(b)(2) of Regulation S-K.
12. Please disclose that the securities being registered will not be listed on any national securities exchange.  See Item  501(b)(4) of Regulation S-K. We note
your disclosure on page 5.
13. We note that members of CHAC’s board and management will receive substantial
benefits as a result of the merger and business combination. Where you include
the board’s recommendation, disclose with  equal prominence that board members
will directly benefit from the transacti ons and provide a cross reference to the
Interests of Certain Persons in the Acqui sition section of the filing. Make similar
revisions in all applicable place s in the registration statement.
 Inside Front Prospectus Cover Page

14. In addition to specifying the date by whic h security holders must request this
information, please disclose that to obtain  timely delivery of the information that
has not been included in the prospectus , security holders must request the
information no later than five business days  before the date they must make their
investment decision.  Further, please highlight this disclosure in print type or
otherwise.  See Item 2 of Form F-4.
15. Please provide the dealer prospectus delivery obligation required by Item 502(b)
of Regulation S-K.
 Questions and Answers about the CHAC Special Meeting, page 1

16. Please clarify your disclosure regarding the proposals throughout the filing as
follows:
• Define your references to the redom estication merger and the business
combination in the beginning of this s ection and use these terms consistently
throughout.  For example, you use the terms Business Combination,
Acquisition, and stock purchase intercha ngeably, and this may be confusing to
investors.
• Revise or clarify your references to  the Acquisition thr oughout the filing,
since it is often unclear whether the re ference should apply to all the proposals
or just the business combination.
• Clarify the requirements relating to c onversion rights and separate proposals
for the redomestication merger and th e business combination.  For example,

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
September 22, 2009 Page 4
under “Q: Do I have conversion rights in  connection with the Acquisition?”
on page 1, clarify whether a stockholder  must vote only against the business
combination proposal and elect to ex ercise conversion rights on the proxy
card or whether a shareholder must vote against both the business combination and redomestication merger proposals. Explain what happens if a
stockholder votes against the business combination proposal, but leaves the
redomestication proposal blank. Reconcile  this disclosure throughout in the
filing, such as on page 35 where you state th at shares will be voted in favor of
the acquisition agreement if there is no indication of how a stockholder wishes
to vote, and on page 55 where you st ate that a stockholder may demand
conversion rights if such stockholder votes against the redomestication merger.
• Provide the disclosure required for ea ch proposal.  For example, on pages 4
and 10 you discuss the U.S. federal income  tax consequences to investors as a
result of the redomestication merger, but not the business combination.
17. Throughout this section and the Summary, pl ease provide cross-references to the
more detailed discussion in the filing.
18. You currently repeat information in your  Q&A and Summary s ections.  The Q&A
should not repeat any information that appears in the Summary, and the Summary
should not repeat information in the Q&A.  For purposes of eliminating redundancies and grouping like information together, please view your Q&A and
Summary as one section.  When revising these sections, please disclose procedural information about the proposal s in Q&A (i.e., voting procedures and
appraisal rights) and substantive in formation about the terms of the
redomestication and business combination, including taxation, in the Summary.
 Q: What vote is required to approve th e Business Combination Proposal?, page 1

19. Please also disclose the votes required  to approve the other two proposals.
20. Please disclose the number of shares that your initial stockholders and other
affiliates have agreed to vote in favor of the proposals.
 Q: May I seek statutory appraisal rights or dissenter rights with respect to my shares?,
page 3
21. Please disclose that shareholders who ex ercise their appraisal rights will not be
entitled to seek conversion of their shares into cash.
22. Please indicate whether a shareholder’s failure to vote against a proposal will
constitute a waiver of his appraisal rights and whether a vote against a proposal
will be deemed to satisfy any notice requirements under Delaware law with respect to the appraisal rights.  See Inst ruction 1 to Item 3 of Schedule 14A.

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
September 22, 2009 Page 5   Q: What happens to the funds deposited in the Trust Account following the Acquisition?,
page 3
23. Please quantify the amount in the Trust Account that will be used to fund the business combination and the expenses related to the transaction and the
maximum amount that will be used if  CHAC stockholders exercise their
conversion rights.  Also disc lose what happens to any funds in the Trust Account
remaining after such uses.
 Q: Who will manage China Ceramics after the Acquisition?, page 3

24. Please also disclose the names of th e executive officers of China Ceramics
following the business combination.

Q: Will the CHAC stockholders be taxed as a result of the merger?, page 4
25. You must provide a firm conclusion regarding the material federal income tax
consequences to investors.  Please dele te the term “generally” and change the
term “should” to “will” throughout the filing where you discuss these tax consequences.  In addition, disclose th at you have received a tax opinion and
identify counsel.  Also disclose the mate rial tax consequences to investors as a
result of the business combination.
 Summary, page 4

26. Please briefly describe in plain English the material terms of the acquisition
agreement, including the Contingent Sh ares provisions and the material
conditions to closing, such as the definitive purchase agreement for the Gaoan
production facility.
27. Under an appropriate headi ng in this section, please briefly discuss all the
material agreements relate d to the business combinati on, including the registration
rights, voting, escrow and lock-up agreements.  In addition, please file or incorporate by reference these agreements as material contracts.
28. Under an appropriate headi ng in this section, please disclose the amount of
additional shares of common stock to be issued in connection with the business
combination (including the Contingent Sh ares) and quantify th e resulting dilution
to the existing investors. Also provi de this information assuming maximum
conversion of the shares into cash.

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
September 22, 2009 Page 6
29. Under an appropriate heading in this section, please briefly discuss the material
differences between CHAC and China Ceramic shareholder rights, and Delaware and British Virgin Islands corporate laws.  See Item 4(a)(4) and (7) of Form S-4.
30. Please disclose whether the terms of th e business combination and the related
agreements and transactions comply with  the terms described in the Form S-1
registration statement filed in 2007 relati ng to the initial publ ic offering for the
CHAC securities.  If not, explain how they differ.
 Success Winner and Hengda, page 5

31. Please provide the telephone number of the principal ex ecutive offices of Success
Winner and Hengda.  See Item 3(a) of Fo rm F-4.  In addition, please indicate
under what laws and when Hengda was orga nized.  Further, please briefly explain
what you mean by the statement, “Success Winner holds an indirect 100.0%
interest  in Hengda.”
 Redomestication to the British Virgin Islands, page 5

32. We note your statement that “…it is possi ble that the [China Ceramics] shares
will be listed and traded  only on the OTC Bulletin Bo ard.”  Please revise your
disclosure here and elsewhere to reflect that shares are not listed or traded on the
OTC Bulletin Board but rather that they are “quoted.”

Business Combination with Success Winner; Acquisition Consideration, page 6
33. Please explain in the second paragraph the reasons why you increased the amount
of authorized share capital by 10,000,000.
34. In the before and after diagrams, please indicate under what jurisdiction each
entity is organized.  In addition, please explain the business reasons for using a
multi-level, multi-national organizational structure to effectuate the proposed business combination and to conduct business.  For example, explain why Success Winner is organized under the laws of  the British Virgin Islands, and the
business purpose for Stand Best Creation Limited.
 Conversion Rights, page 7

35. We note your statement in the first paragraph, and elsewhere in your filing, that
CHAC shareholders “will onl y be entitled to receive cash for the[ir] shares if
[they] continue to hold them through th e closing of the business combination.”
However, this disclosure appears to c onflict with your inst ructions directing
CHAC shareholders to tender their shares prior to the special meeting.  Please revise your disclosure to clarify the procedure by which CHAC shareholders may
convert their shares.

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
September 22, 2009 Page 7
36. We note your instructions to CHAC share holders, stating that “In connection with
tendering your shares for conversion into cash, you must elect either to physically
tender your stock cer tificates to CHAC’s transfer agent prior to the special
meeting  or to deliver your shares to the transfer agent elect ronically using The
Depository Trust Company’s DWAC (Depos it/Withdrawal At Custodian) System,
which election would likely be determined based on the manner in which you hold your shares.”  Please revise your disc losure to make clear whether, as you
state in the first sentence of the s econd paragraph on page 8, the procedure
outlined under either tender option must  be completed by the day prior to the
special meeting to convert their shares to cash.
 Interests of Certain Persons in the Acquisition, page 9

37. Please revise the third bullet point to  quantify the amount and value of the
warrants.  Also quantify the dollar amount  related to the services payable by
CHAC, which you refer to in the last bullet point, and clarify whether any of these
advisors are affiliates of CHAC.
38. It appears that the disclosure in the four th and fifth bullet points on this page is
incomplete.  Please revise accordingly here and on page 48.
 Voting Securities, page 10

39. We note your disclosure that holders of  CHAC common stock will be entitled to
appraisal rights under Delaware corporate law in connection with the Acquisition.
However, elsewhere in the filing you disclose that the redomestication merger of
CHAC with China Ceramics causes the st ockholders of CHAC to have appraisal
rights.  Please clarify here and throu ghout the filing whether the appraisal rights
apply to both the redomestication merger and the business combination.  Also
include a separate heading for th e appraisal rights in the Summary.

Success Winner Summary Financial Information, page 11
40. Please provide the financial information fo r the five