SecProbe.io

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

       DIVISION OF
  CORPORATION FINANCE

Mail Stop 4631
October 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.
Amendment No. 1 to Registrati on Statement on Form F-4
Filed October 6, 2009
  File No. 333-161557

Dear Mr. Kelly:
We have reviewed your filing and have the following comments.
 General

1. We note your response to comment 2 in  our letter dated September 22, 2009.
Please address the following regarding your  qualifications as a foreign private
issuer:

• It appears from your response that the ma jority of China Ceramics’ executive
officers or directors were United States  citizens or residents within 30 days
prior to filing the initial registration statement.  Please expand your analysis to
address the requirement set forth in s ubparagraph (2) of the “foreign private
issuer” definition in Rule 405 of Regulation C.

• Discuss your basis for concluding that your business activity of “engaging in
this transaction” is being pr incipally administered overseas.

2. We note that you have not filed the preliminary form of proxy or the opinion of
Harney Westwood & Riegels.  Please note that we may have comments on these
exhibits after they are filed.
3. We reissue comment 5 in our letter da ted September 22, 2009.  Please update as
of the most recent practicab le date all information pr ovided in your prospectus.

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
October 22, 2009 Page 2
For example, update the June 30, 2009 dates under “Q: What vote is required to approve the Proposals?” and “Q: Do I have conversion rights in connection with
the Business Combination?” on page 3.
4. To avoid investor confusion, please re vise your disclosure throughout your filing
to ensure you use terms consistently .  For example, it appears that you
interchangeably use the term “Seller” and the name “Mr. Wong Kung Tok” as
well as the terms “conversion ri ghts” and “redemption rights.”
 Letter to Stockholders and Warrant holders/Prospectus Cover Page

5. We note your response to comment 9 in  our letter dated September 22, 2009;
however, the cover page is st ill dense and not in plain English.  Please revise the
first paragraph of the cover page to simplify your explanation of the steps of the transaction, which may be detailed later in the summ ary.  Also remove all
information that is not required by Item  501 of Regulation S-K and that is not
essential to a basic understanding of  the proposed redomestication, business
combination, and the material changes to your charter.
6. We note your response to comment 11 in our letter dated September 22, 2009.
Please disclose in the heading the amount of all of the securities being offered,
including the underlying securities.
7. We note your reference in the first para graph to “the shareholder of Success
Winner and the other entities listed on  Schedule 3.2 of the Acquisition Agreement
as the post-business combination shareholders.”  Please include Schedule 3.2 of the Acquisition Agreement in the filing, since it appears to be material.
8. In the last sentence of the first pa ragraph you state that CHAC will be
“reorganized” into a British Virgin Islands company by CHAC merging with
China Ceramics “immediately prior to
 the consummation of the Business
Combination.”  On page 6, you state that “ following  consummation of the
business combination,” CHAC will be “reorganized” into a British Virgin Islands company, or China Ceramics.  Please clarify the following throughout the filing as applicable:

• Reconcile your disclosure  to indicate whether th e redomestication will occur
before or after the business combination.

• Your disclosure that CHAC will be “reorganized” implies that CHAC will
survive the redomestication in some form.  Please revise this term or explain
how CHAC will fit into the organizat ion structure of China Ceramics
following the redomestication.

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
October 22, 2009 Page 3
• Your disclosure throughout the filing implies that CHAC will take actions
following the redomestication. For exampl e, you state in th e first paragraph
that “issuance of shares of CHAC  to the post-business combination
shareholders is being consummated on a private placement basis….”

ƒ Clarify whether CHAC will surviv e or its shares will still be
outstanding after the redomestication.
 ƒ Clarify whether this transaction will occur before or after the
redomestication.
 ƒ Ensure throughout the filing that refe rences to any actions taken after
the  redomestication correctly refer to CHAC or China Ceramics.
9. We note your response to comment 13 in our letter dated September 22, 2009.
You discussed your board’s recommendatio ns on pages 64 and 71 without also
indicating that your board members have  additional or conflicting interests
compared to those of CHAC sharehol ders and without providing the cross-
reference to the more detailed discussion regarding those interests.  Please revise accordingly.
 China Ceramics Co., Ltd. [Table of Contents], page i

10. Please expand your table of contents to in clude every cross-referenced section in
your filing.  For example, in the first para graph on page 10 you refer to the section
entitled “Directors and Executive Officers after the Business Combination,” but
you have not listed this section in yo ur table of contents or provided a
corresponding page reference.

Questions and Answers About the CHAC Special Meeting, page 2

Q: What is the purpose of this document?, page 2
11. Please include the Authorized Capita l Proposal in the last sentence.
 Q: What vote is required to approve the Proposals?, page 2

12. You state in the first paragraph that ab stentions and broker non-votes will have
the same effect as a vote against th e approval of the Business Combination
Proposal, yet in the last sentence of the same paragraph you state that abstaining
from voting and failing to instruct your bank, brokerage firm or nominee to vote
your shares will have . . . no effect on th e Business Combination Proposal.  Please
clarify.

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
October 22, 2009 Page 4
13. Please reconcile your disclosure in this  section with the discussion under “Q:
What if I abstain from voting or fail to instruct my bank, brokerage firm or
nominee?” on page 3.
14. We note your response to comment 20 in our letter dated September 22, 2009.
Please also disclose the numb er of shares that your in itial stockholders and other
affiliates have agreed to vote in favo r of the Authorized Capital Proposal.

Q: Do I have conversion rights in connecti on with the Business Combination?, page 3

15. Please clarify whether voting on the Author ized Capital will have any effect on
the conversion rights.
 Q: May I seek statutory appraisal ri ghts or dissenter rights…?, page 4

16. We note your response to comment 22 in our letter dated September 22, 2009.
Please clarify whether appraisal rights ar e only available in connection with the
Redomestication Proposal.

Q: What happens to the funds deposit ed in the Trust Account…?, page 5
17. Please describe the expenses comprising the $1,775,000 amount.
18. We note your response to comment 23 in our letter dated September 22, 2009.
Please provide a cross-reference to a mo re detailed discussion of the Gaoan
manufacturing facility and the note that a portion of th e trust proceeds will be
used to repay.

Summary, page 6
19. We note your disclosure on page 132 that  “Aquila Capital Partners (Asia)
Limited…will be paid financial advisory cash fee of $1.5 million plus equity fee
of 5% of shares outstanding after the Business Combination” and that “Success
Winner and Hengda will be responsible for paying the cash portion of the fee
owed to Aquila Capital out of Success Winne r’s assets.”  Please discuss the terms
of this arrangement with Aquila Capital in your sections entitled “Summary” and
“Business Combination Proposal.” Please al so disclose whethe r the transfer of
equity shares to Aquila will be regist ered under the Securities Act and, if not,
indicate the exemption from such regist ration and briefly state the facts relied
upon to make the exemption available.

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
October 22, 2009 Page 5  Redomestication, Business Combination a nd the Acquisition Agreement, page 7

20. Please clarify that China Ceramics is currently a shell company created for
purposes of the business combination and na me its current officers and directors.
21. We note your response to comment 33 in our letter dated September 22, 2009.
Please disclose whether you have any presen t plans to issue any of the remaining
14.5 million authorized, unissued ordinary shares remaining after consummation
of the proposed business combination.  If so, provide a materially complete description of these plans. Also clarify whether the increase in authorized shares
is related to the business combination or  was a separate decision by the board.
Please make conforming changes to your  disclosure on page 71 as well.
22. In the third paragraph on page 8, please di sclose the percentage s beneficially held
by CHAC’s current public shareholders, its current directors, officers and affiliates, and the Seller, assuming maximu m conversion of the shares into cash.
23. We note your response to comment 34 in our letter dated September 22, 2009, and
your statement on page 9 that the “str ucture of a BVI holding company, a Hong
Kong intermediate holding company and a Chinese [wholly foreign-owned enterprise] is typical for international businesses in China.”  Please explain why
you determined the multi-level subsidiary st ructure typically used by international
businesses in China was suitable your comp any.  In addition, discuss the business
purpose of Stand Best.  For example, please describe any tax or regulatory
reasons for this structure.
 The Acquisition Agreement, page 10

24. We note your response to comment 26 in  our letter dated September 22, 2009.
Please include a cross-reference to the mo re detailed discussion of the earnings
and stock price thresholds relating to th e Contingent Shares and closing condition
relating to the Gaoan production facility.
25. We note your response to comment 27 in our  letter dated September 22, 2009.  As
previously requested, please file or in corporate by reference the material
agreements related to the business combination.
 Lock-Up Agreements, page 11

26. We note your disclosure that “each other person  receiving China Ceramics
ordinary shares as contemplated by th e Acquisition Agreemen t will enter into a
Lock-Up Agreement….”  Please identify these other persons.

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
October 22, 2009 Page 6  Material Differences Between  Stockholder Rights, page 13

27. Please include the Authorized Capital Pr oposal in your discussion and the table.
28. Please clarify in the last sentence of the first paragraph that all material differences are described.
29. We note your responses to comments 29 a nd 60 in our letter dated September 22,
2009.  Please clearly describe in  the last column of the ta ble in this se ction if the
material rights of the shareholders have ch anged.  If the rights of the shareholders
do not vary any further from those provided under Delaware law beyond that
which you have already discussed, state s o.  In addition, please explain your use
of the term “N/A” as it relates to “Alternat e Directors” and to “Sale of Assets.”
Please make conforming changes to the disclosure on pages 67-68 as well.
30. We note that China Ceramics Article of  Association permit shareholders to
remove a sitting director without cause upon a majority vote of the shareholders.
Please clarify whether directors can  also effect such a removal.
 Appraisal Rights, page 14

31. Please reconcile your disclosure in this section and on page 4, and clarify whether
CHAC stockholders must provide a written demand for appraisal prior to voting against the Redomestication Proposal.  Al so clarify whether “the taking of the
vote on the Redomestication Proposal” re ferred to on page 4 applies to the
investor vote or the vote taki ng place at the special meeting.
 Certain U.S. Federal Income  Tax Consequences, page 15

32. Please replace the word “certain” wi th “material” in this heading
33. We note your response to comment 25 in our letter dated September 22, 2009;
however, your disclosure is still unclear. Please revise as follows:

• It appears from your disclosure on pa ge 140 that there is no uncertainty
relating to the material tax conseque nces of the Business Combination to
investors.  Therefore, change the te rm “should” to “will” throughout the filing
where you discuss these tax consequences.

• Since you disclose on page 140 that th ere is some doubt relating to the
material tax consequences of the Redomestication to investors, briefly
disclose the risk that this event may be  taxable to investors and provide a cross
reference to the applicable Risk Factors.

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
October 22, 2009 Page 7
• Disclose that you have received a tax opinion and identify counsel.
34. Please disclose whether investors will be subject to foreign income tax as the
result of their residence or status as an investor and identify any tax treaties
between the United States and the PRC.
 Anticipated Accounting Treatment, page 15

35. Given that it does not appear that th e transaction between China Acquisition
Holdings Corp. and Success Winner meets the definition of business combination as stated in paragraph 3(e) of SFA S 141(R), please cons ider revising your
description of this transaction throughout the filing to  no longer refer to it as a
business combination.
 Success Winner Summary Financial Information, page 16

36. We note your response to comment 40 in our letter dated September 22, 2009.
Please also provide the summary balance sheet data for the five most recent
financial years.  Please do the same on page 72.
 Selected Unaudited Pro Forma Consolid ated Financial Information, page 18

37. We have read your response to comment 42 from our letter dated September 22,
2009.  You now indicate that the escrowed shares will be recorded as an adjustment to the accounting acquiree’s basis in the reverse recapit alization at fair
value.  Please disclose your basis for recording these as an adjustment to the
accounting acquiree’s basis in the revers e recapitalization at fair value.
 Comparative Per Share Information, page 20

38. We have read your response to comment 44 from our letter dated September 22,
2009.  In accordance with Item 3(f) of Pa rt I.A of the Form F-4, please address
the following:

• Please present the historical book valu e per share for Success Winner Limited.
Otherwise, please disclose why you have not included this amount as
required;

• Please clearly indicate which amounts re present the equivalent pro forma per
share amounts.  We remind you that you should present equivalent pro forma
book value per share, equivalent pro forma cash dividends per share, and
equivalent pro forma income (loss) pe r share from continuing operations for
Success Winner; and

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
October 22, 2009 Page 8
• Please clearly disclose how you are calcu lating the equivalent pro forma per
share amounts, including the exchange ratios used.
 Risk Factors, page 23

 Introduction of new laws or changes to ex isting laws by the PRC government…, page 28

39. We note your disclosure that Hills & Co. has opined that the PRC merger rules do
not apply to the business combination.  Pl ease provide the written consent of Hills
& Co. pursuant to Rule 436 of Regulation C.
 There will be a substantial number of China Ceramics’ ordinary shares available . . .,
page