SecProbe.io

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

       DIVISION OF
  CORPORATION FINANCE

Mail Stop 4631
November 3, 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. 2 to Registrati on Statement on Form F-4
Filed October 27, 2009
  File No. 333-161557

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

1. It appears that you have bundled two separate propos als for the CHAC Charter
Amendment Proposal.  Please unbundle.

2. Please revise your disclosure throughout the filing to reflect the new proposals
(the CHAC Charter Amendment and CHAC Trust Agreement Amendment
Proposals). For example:

• Revise the prospectus cover page  to reflect the new proposals.
• In the last paragraph on page 3, discuss how the new proposals affect the vote
of CHAC’s initial stockholders.  Explai n whether the initial  stockholders must
vote with the majority based on the votes  for each separate proposal.  Clarify
in the last sentence whethe r they can vote for the propos als if the majority of
the votes cast by stockholders vote ag ainst each of the other proposals.
Disclose whether any shares have been  purchased by the initial stockholders
after the IPO.
• Clarify the maximum amount of shares th at may be redeemed.  For example,
disclose whether up to 80% of stock holders may exercise their redemption
rights since insiders hold 20% of the outstanding shares .  Also tell us what
consideration you gave to reflecting the maximum redemption of 80% instead

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
November 3, 2009 Page 2
of 75% in the pro forma information provided on pages 23, 83, and elsewhere
throughout the filing in light of the new proposals.
• Update numbers and amounts reflecting maximum redemption, such as:
o under “What happens to the funds deposited in the Trust Account
following the Business Combin ation?” on page 5; and
o the impact of the ownership of the company on page 9.

Note that this is not meant to represent an all-inclusive list of where you need to address the new proposals.
3. We note your disclosure in the IPO regist ration statement that the 80% threshold
vote to amend your articles of incorporation for certain matters may not be valid under Delaware law.  Since you have now added the new proposals, please disclose whether you have received an opinion from Delaware counsel on this issue and whether the adoption of the ne w proposals would be valid and effective
under Delaware law.  If so, please attach  the legal opinion as an annex to the
proxy statement/prospectus, and also provi de counsel’s consent under Rule 436 of
Regulation C.  If not, please provide appr opriate risk factor disclosure throughout
the filing.

4. Please clarify and describe the relationshi p among all the proposals.  Include the
following in your disclosure:

• Identify clearly for each separate pro posal whether it is related to or
conditioned on the approval of the other proposals.
• Describe the timing of the proposals and explain what will occur if each of the
separate proposals does not receive the necessary vote to approve that proposal.
• It appears that stockholders will not be able to provide  proxies to vote in favor
of the business combination and be certa in that they will still be able to
exercise their redemption rights. On page 4 you state that if a stockholder
votes in favor of the Redomesticatio n, the Business Combination, the CHAC
Charter Amendment and the CHAC Trust Agreement Amendment Proposals and properly exercise its redempti on rights, but th e CHAC Charter
Amendment Proposal is not approved, th e stockholder will be treated as
having voted against the Business Combination Proposal and elected
redemption of its shares.  Please explain whether:
o this is a waiver of the requirement that stockholders must vote against the Business Combination Proposal  in order to exercise their
redemption rights;
o this would conflict with provisions in your certifi cate of incorporation;
and
o this action would be valid and effective under Delaware law.

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
November 3, 2009 Page 3
5. Under a separate heading in the Summary section and as elsewhere in the filing as applicable, please describe the rescission ri ghts stockholders may have as a result
of the new proposals.

6. We note your disclosure that one of th e closing conditions in the Acquisition
Agreement requires that holders of less th an 33.33% of CHAC’s public shares of
common stock vote against the business comb ination and exercise their rights to
redeem.  Please disclose whether you have received a waiver for this closing condition or amended the Acqui sition Agreement to reflect the new proposals.

7. Please update your disclosure regarding the conditions to the closing listed on
page 68, and describe any conditions that have not been satisfied.  If a definitive purchase agreement for the Gaoan produc tion facility has not been executed,
explain what you will do if the agreement is not entered into prior to November
21, 2009, and what rights stockholders have in  the event they do not exercise their
redemption rights and the Gaoan transacti on is not consummated.  We note that
Hengda’s projections, beginning on page 55, assume the acquisition of the Gaoan
production facility.  If no definitive purch ase agreement has been executed, please
disclose whether the board of CHAC be lieves that Hengda’s value will exceed
80% of the balance in the Trust Account if Hengda does not consummate the Gaoan transaction.

Summary, page 7

Redomestication, Business Combination a nd the Acquisition Agreement, page 8

8. We note your response to comment 21 in our letter dated October 22, 2009 and
your disclosure on page 9.  Please discu ss the Authorized Ca pital Proposal under
a separate heading in the Summary.  Clarify whether the increase in authorized shares is set forth in the Acquisition Agr eement or was otherwise agreed to by the
parties in connection with the business combination.  We  note your disclosure that
following the Redomestication and Business Combination, it is expected that the
company will have approximately 35.6 m illion shares outstanding and issuable
upon exercise of warrants.  However, this does not appear to include the Contingent Shares. Please explain. Also  disclose whether you will use any of
these shares to secure stockholder appr oval of the business combination. Make
similar disclosure throughout the fili ng as applicable, such as under the
Authorized Capital Prop osal section on page 78.

9. On page 9, you disclose that the transactio ns comply with the terms set forth in
the IPO registration statement.  Sin ce you have now added proposals that no
longer comply with the terms described in  the IPO registration statement, please
revise the last paragraph to  explain that shareholders may be entitled to rescission
rights.  Please revise your disclosu re throughout the filing, as applicable.

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
November 3, 2009 Page 4  Material U.S. Federal Income Tax Consequences, page 18

10. We note your response to comment 33 in our letter dated October 22, 2009.
Please clarify in the first two sentences of  the first paragraph that there is some
doubt relating to the material tax consequences of the Redomestication to investors.
 Material PRC Tax Consequences to Investors, page 19

11. We note your response to comment 34 in our letter dated October 22, 2009 and
the reference to the income tax treaty between the United States and the PRC.
Please identify this tax treaty.

12. Please include a more detailed discussion regarding the material PRC tax consequences later in the filing.
 Selected Unaudited Pro Forma Consolid ated Financial Information, page 22

13. We have read your response to comme nt 37 from our letter dated October 22,
2009.  We note that you have revised your di sclosure to remove the statement that
the escrowed shares will be recorded  as an adjustment to the accounting
acquiree’s basis in the reverse recapitalization at fair valu e.  Please still tell us
your basis for recording these as an adju stment to the accounting acquiree’s basis
in the reverse recapitalization at fair value.
 Comparative Per Share Information, page 24

14. We have read your response to comme nt 38 from our letter dated October 22,
2009.  It is still not clear where you have presented equivalent pro forma per share
amounts or the exchange ratio used to calculate equivalent pro forma per share amounts for Success Winner.  Please note that  the equivalent pro forma per share
amount for Success Winner is the combined pro forma earnings per share multiplied by the exchange ratio.  In accord ance with Item 3(f) of Part I.A of the
Form F-4, please address the following:

• 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
• Please clearly disclose how you are calcu lating the equivalent pro forma per
share amounts, including the exchange ratios used.
  Please refer to Instruction 1 to Item 3(f) of Part I.A of the Form F-4.

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
November 3, 2009 Page 5  Risk Factors, page 28

 The working capital of the surviving company will be reduced . . ., page 37

15. Please disclose the maximum percentage of stockholders that may redeem the
shares and the corresponding amount that would need to be paid from the Trust
Account funds.
 The tax opinion provided to China Ceramics does not provide a “will” level . . ., page 41

16. We note your response to comment 42 in  our letter dated October 22, 2009.
Please revise the risk factor to indicate that the uncerta inty in the tax opinion only
relates to the redomestication, and dele te the language in the middle of the
paragraph implying otherwise; i.e ., “and other items discu ssed herein, other than
the Business Combination.”   Clarify that as a result of uncertainty, the
redomestication may be a taxable event to investors.

17. We note your response to comment 43 in  our letter dated October 22, 2009.
Please delete the language that the tax disc losure is a “general discussion and does
not address all tax issues that may be relevant.”  We do not object to your
statement urging security holders to consu lt their own tax advisors with respect to
tax issues as they relate to the holders’ particular circumstances.
 Special Meeting of CHAC Stockholders, page 44

 Redemption Rights, page 47

18. Please explain in the first paragraph how stockholders may exercise their
redemption rights if the CHAC Charter Amendment Proposal is not approved.

19. We note your response to comment 44 in  our letter dated October 22, 2009.
Please also address the Authorized Shar e Proposal and the Adjournment Proposal.
 The Business Combination Proposal, page 50

 Background, page 51

20. Please update the background in connecti on with the new proposals and any
discussions with the Seller regarding the new proposals or amendments to the Acquisition Agreement.

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
November 3, 2009 Page 6  Hengda’s Projections, page 55

21. We note your response to comment 47 in  our letter dated October 22, 2009.
Please disclose whether the consummation of  the acquisition or the receipt of any
funds from the Trust Account was assu med in calculating the projections.

22. We note the assumption that the acquisition cost for the Gaoan facility would be
$40 million.  Please disclose the assumptions  relating to how the acquisition cost
would be financed.

23. Please tell us why the projected amo unts for net income and EBITDA for the
years 2010 through 2013 on page 56 are diffe rent than the corresponding amounts
on page 15 of the board book.
 Public Company Analysis, page 59

24. Please ensure that the filing includes all ma terial analyses con ducted by the board.
For example, we did not see a discussi on of the revenue and EBITDA enterprise
value multiples starting on page 18 of the board book.  Please include this data or
explain why this information is not provided in the filing.

Unaudited Pro Forma Consolidated Financial Statements, page 83

25. We have read your response to comme nt 57 from our letter dated October 22,
2009.  Pro forma financial information is  intended to provide investors with
information about the continuing impact  of a transaction by showing how a
specific transaction or group of transactions might ha ve affected historical
financial statements. Given that the ac quisition of the three lines of a new
manufacturing facility in exchange for your $40 million note is a condition of
closing, it would appear that the interest expense relate d to the note issued by the
developer of the facility should be in cluded in the pro forma statements of
operations.  It remains unclear why you con tinue to believe that interest expense
related to the note should not be incl uded in the pro forma statements of
operations.  Please tell us how you determin ed that it would be appropriate to
exclude the interest related to this no te from your pro forma statements of
operations.

Security Ownership of the Combined Comp any After the Business Combination, page 142

26. We note your response to comment 60 in  our letter dated October 22, 2009.
Schedule 3.2 to the Acquisition Agreem ent reflects that Aquila Capital will
receive 546,366 shares as part of the purch ase price.  Please add these shares or
tell us where those shares are reflected in the table.

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
November 3, 2009 Page 7  Material United States Federal Income Tax Consequences, page 150

 Tax Consequences of the Redomestication, page 151

27. We note your response to comment 61 in  our letter dated October 22, 2009;
however, you still have not stated the degr ee of uncertainty in your tax opinion.
Please describe the degree of uncertaint y, which you briefly de scribe in the tax
risk factor, in greater detail in this section.

Financial Statements
 General

28. We have read your response to comme nt 62 from our letter dated October 22,
2009.  In a similar manner to your response,  please disclose th e reason(s) for the
omission of the registrant, China Ceramics Co. Ltd’s financial statements in your amended Form F-4.

CHINA HOLDINGS ACQUISITION CORP .
 Note 1 – Organization and Nature of Business Operations, page F-23

29. We note your response to prior comment 63.  Please confirm that the amounts
recorded as common stock subject to possible redemp tion reflect the maximum
redemption amounts.  If not, please disclose why you determined it is not probable that the security will be redeemable pursuant to paragraph 15 of EITF D-98.

SUCCESS WINNER LIMITED
 Report of Independent Registered Public Accounting Firm, page F-63

30. We have read your response to comme nt 64 from our letter dated October 22,
2009.  Please ensure that your independent registered public accounting firm specifically states in its opinion that th e audit was conducted in accordance with
U.S. Generally Accepted Auditing Standa rds or the standards of the Public
Company Accounting Oversight Board (United States).
 Form of Proxy Card

31. Please indicate that the form of proxy is  preliminary. See Rule 14a-6(e)(1) of the
Exchange Act.

32. Please identify clearly for each separate matter intended to be acted upon, whether
or not related to or cond itioned on the approval of ot her matters.  Currently you

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
November 3, 2009 Page 8
only provide this information for Prop osal 2.  See Rule 14a-4(a)(3) of the
Exchange Ac