SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631
March 3, 2010

Via U.S. mail and facsimile

Li Shun Qing
Chief Executive Officer
China Ceramics Co., Ltd. c/o Jinjiang Hengda Ceramics Co., Ltd. Junbing Industrial Zone Anhai, Jinjiang City
Fujian Province, PRC

 RE: China Ceramics Co., Ltd.
Form F-1 filed February 8, 2010
  File No. 333-164784

Dear Mr. Li:
We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
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.

General

1. Given the size of the offering relative to the number of shares presently
outstanding held by non-affiliates as well as the nature of the offering and identity
of the selling shareholders , we are concerned that th is transaction could be a
primary offering of your shares to the pub lic, with the selling shareholders acting
as a conduit in a distributi on to the public.  Please pr ovide us with a detailed

Li Shun Qing
China Ceramics Co., Ltd.
March 3, 2010 Page 2
analysis as to why the proposed offering is not a primary offering on your behalf
and thus should be appropriately characteri zed as a transaction eligible to be made
under Rule 415(a)(1)(i) of  Regulation C under the Securities Act of 1933, as
amended.  We may have further comments after reviewing your response.  Please
refer to Question 612.09 of our Complianc e & Disclosure Interpretations for
Securities Act Rules, which can be found on our website.

Prospectus Cover Page

2. Please remove the disclaimer in the last se ntence of the third paragraph on page i.
In this regard, we note that investors are entitled to rely upon the information
included in the prospectus and you may not  disclaim your responsibility for the
information included in the prospectus.

Prospectus Summary, page 1
 The Offering, page 3

3. Please clarify how you determined the number of outstanding shares to be
8,950,171.  In this regard, we note that th e legal opinion file d as exhibit 5.1
appears to suggest that y ou have 16,529,083 shares outstanding.
 The Offering, page 16

4. We note your disclosure here and elsewh ere in your prospectus that you are
registering for resale “8,185,763 shares wh ich may be issued to Mr. Wong Kung
Tok if certain conditions are met, pur suant to the terms of the Acquisition
Agreement.”  Please clarify which acquisi tion agreement you are referring to, file
the fully executed agreement as an exhi bit to the registration statement, and
describe the conditions that must be met befo re the subject shares will be issued to
Mr. Wong Kung Tok.  We may have fu rther comments after reviewing your
response.
 Principal Shareholders, page 68

5. We note from your prospectus cover page that you are registering for resale by
Mr. Wong Kung Tok 4,221,792 shares that he currently holds and 8,185,763 shares that he may be issued upon sati sfaction of certain conditions.  Please
clarify in your beneficial ownership ta ble and by a footnote thereto whether Mr.
Wong Kung Tok currently has beneficial ownership (as determined in accordance
with Rule 13d-3 of the Exchange Act) over any of the shares that he may be
issued upon satisfaction of the conditions to which you refer.

Li Shun Qing
China Ceramics Co., Ltd.
March 3, 2010 Page 3   Selling Shareholders, page 76

6. Please describe the transactions pursuant to which each selling shareholder acquired the shares that you are registering for resale.
7. With regard to Surmount Investments Group Limited, Top Plenty International
Limited, Park Rise Holdings Limited, Aquila Capital (Asia) Ltd. and Dorset Management Corporation, please tell us whether each selling shareholder is a
broker-dealer or an affili ate of a broker dealer.

• For each of the aforementioned security holders that are broker-dealers, the
prospectus should state that the s ecurity holder is an underwriter.

• For each of the aforementioned security hol ders that are affiliates of a broker-
dealer, the prospectus should state that (a ) the security holder purchased in the
ordinary course of business and (b) at the time of the purchase of the securities
to be resold, the security holder had no agreements or understandings, directly or indirectly, with any person to distri bute the securities.  However, if the
security holder cannot provide these re presentations, then the prospectus
should state that the security  holder is an underwriter.

Notwithstanding the foregoing, broker-dealers and their a ffiliates who received
their securities as compensation for underw riting activities need  not be identified
as underwriters.

Item 9. Undertakings, page II-3

8. Please provide the undertaking required by It em 512(a)(5)(ii) of Regulation S-K.
In addition, please provide the full text of  the undertaking required by Item 512(h)
of Regulation S-K, as your current disclosu re contains only the first sentence of
this undertaking.

*     *     *     *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

Li Shun Qing
China Ceramics Co., Ltd.
March 3, 2010 Page 4
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;

• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

• the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

Li Shun Qing
China Ceramics Co., Ltd. March 3, 2010 Page 5
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Hagen Gane m, Staff Attorney, at (202) 551-3330 or Dietrich
King, Staff Attorney, at (202) 551- 3338 if you have any questions.

       S i n c e r e l y ,

 Pamela A. Long
 Assistant Director
cc: Mitchell S. Nussbaum, Esq. (via facsimile)  Loeb & Loeb LLP