SecProbe.io

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 ANTELOPE
ENTERPRISE HOLDINGS LTD.

 Room
1802, Block D, Zhonghai International Center

 Hi-Tech
Zone, Chengdu

 Sichuan
Province, PRC

 May
1, 2026

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
 Mr. Mitchell Matthew Austin

 RE:
 Antelope
 Enterprise Holdings Ltd.

 Registration
 Statement on Form F-3

 File No. 333-295047

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the above-referenced Registration Statement so it will become effective on May 5, 2026
at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Antelope Enterprise Holdings Ltd. (the " Company ")
or its counsel may request by telephone call to the Staff.

 Please
contact Pang Zhang-Whitaker of Carter Ledyard & Milburn LLP, counsel to the Company, at (212) 238-8844, to provide notice of effectiveness,
or if you have any other questions or concerns regarding this matter.

 Very
 truly yours,

 Antelope
 Enterprise Holdings Ltd.

 By:
 /s/
 Tingting Zhang

 Name:
 Tingting
 Zhang

 Title:
 Chief
 Executive Officer

 cc:

 Pang
Zhang-Whitaker, Esq.

 Darius
R. Alam, Esq.

 Carter
Ledyard & Milburn LLP

CORRESP
1
filename1.htm

ANTELOPE
ENTERPRISE HOLDINGS LTD.

Room
1802, Block D, Zhonghai International Center,

Hi-Tech
Zone, Chengdu, Sichuan Province, PRC

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, NE

Washington,
D.C., 20549

    Attention:
    Uwem
                                            Bassey

    Mitchell
    Austin

August
6, 2024

    Re:
    Antelope
    Enterprise Holdings Ltd.

    Registration
    Statement on Form F-1 (File No. 333-279733)

    Initially
    Filed on May 24, 2024

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Antelope Enterprise Holdings Ltd. (the “Company”) hereby requests
acceleration of effectiveness of the above referenced Registration Statement, so that it will become effective at 5:00 p.m., Eastern Time, on August
8, 2024, or as soon as thereafter practicable.

Very
truly yours,

    /s/
    Edmund Hen Man

    Name:
    Edmund Hen Man

    Title:
    Chief Financial Officer

    cc:
    Joan
    Wu, Esq.

    Hunter
    Taubman Fischer & Li LLC

CORRESP
1
filename1.htm

Antelope
Enterprise Holdings Ltd

Room
1802, Block D, Zhonghai International Center,

Hi-Tech
Zone, Chengdu, Sichuan Province, PRC

July
17, 2024

VIA
EDGAR

Mr.
Uwem Bassey

Mr.
Mitchell Austin

Division
of Corporation Finance

Disclosure
Review Program

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Antelope Enterprise
    Holdings Ltd

    Amendment
    No. 1 to Registration Statement on Form F-1

    Filed
    June 28, 2024

    File No. 333-279733

Dear
Mr. Bassey and Mr. Austin

Antelope
Enterprise Holdings Ltd. (“we” or the “Company”) is hereby providing responses to comments of the Staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued on July 12, 2024 regarding the Company’s
Amendment No.1 to Registration Statement on Form F-1 that was filed with the Commission on June 28, 2024 (the “Staff’s Letter”).

Amendment
No. 1 to Registration Statement on Form F-1

Enforcement
of Civil Liabilities, page 111

    1.
    We note the revisions
    made in response to prior comment 4. Please confirm, if true, that Weilai Zhang, Houyou Zhang and Huashu Yuan are U.S. residents
    and make any necessary revisions to this disclosure.

RESPONSE:
In response to the Staff’s comment, we hereby confirmed there that Weilai Zhang, Houyou Zhang and Huashu Yuan are U.S. residents,
and revised our disclosure on page 19 accordingly.

General

    2.
    We
                                            note the revisions made in response to prior comment 5. We note the following:

    ●
    Cover
    page disclosure indicates that each of the three subscription agreements provides for the sale of up to 10,000,000 Class A ordinary
    shares. It also indicates the subscription agreements will be terminated automatically on the earliest of (i) April 1, 2027 or (ii)
    the date on which the investor shall have made payment for all 30,000,000 Class A Ordinary Shares. As each investor appears to be
    subscribing for only up to 10,000,000 shares, it appears the description of the termination provision may contain an error as it
    references 30,000,000 shares. Please revise or advise.

    RESPONSE:
    In response to the Staff’s comment, we revised our disclosure on the cover page and on page 110 accordingly.

    ●
    Disclosures on the cover
    page and page 108 of the calculation of the price per share under the equity line agreements appears to differ from the disclosures
    on pages 12 and 64. Please reconcile the discrepancies between these disclosure or advise. If disclosures continue to reference defined
    terms, such as Commitment Period, ensure you provide the definitions of these terms. Additionally, ensure you provide examples of
    how any formulas work and include all inputs used in these examples.

    RESPONSE: In response
    to the Staff’s comment, we revised our disclosure on page 12 and page 64 accordingly.

    ●
    The
    example you provide on page 12 appears to contain an error. In this regard, disclosure on this page indicates the subscription price
    is equal to the lesser of the (i) the average closing price of the Class A Ordinary Shares during the Commitment Period, or (ii)
    $1.12. It is unclear how the subscription price would be $2.00 per share as the formula appears to capped at $1.12 per share. Please
    revise or advise.

    RESPONSE: In response
    to the Staff’s comment, we revised our disclosure on page 12 accordingly.

    Additionally, please ensure your disclosure accurately
    summarizes the equity line agreement. Lastly confirm, if true, that each of the equity line agreements operates independently of
    one another.

RESPONSE:
In response to the Staff’s comment, we hereby confirm that each of the equity line agreements operates independently of one
another.

    3.
    We
    note your response to prior comment 7 that there is no relationship between the each of the four different equity line investors.
    Footnotes 4 and 6 to the selling shareholder table on page 108 appear to indicate that the same individual, Min Xu, controls two
    of the entities. Please advise.

    RESPONSE:
    In response to the Staff’s comment, we revised our disclosure on page 109 accordingly.

********

If
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filings please don’t hesitate
to contact us.

    Sincerely,

    Antelope Enterprise Holdings Ltd

    By:
    /s/ Weilai
    Zhang

    Name:
    Weilai Zhang

    Title:
    Chief Executive Officer

July 12, 2024
Weilai (Will) Zhang
Chief Executive Officer
Antelope Enterprise Holdings Limited
Room 1802, Block D, Zhonghai International Center
Hi-Tech Zone, Chengdu
Sichuan Province, PRC
Re:Antelope Enterprise Holdings Limited
Amendment No 1 to Registration Statement on Form F-1
Filed June 28, 2024
File No. 333-279733
Dear Weilai (Will) Zhang:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 10, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-1
Enforcement of Civil Liabilities, page 111
1.We note the revisions made in response to prior comment 4. Please confirm, if true, that
Weilai Zhang, Houyou Zhang and Huashu Yuan are U.S. residents and make any
necessary revisions to this disclosure.
General
We note the revisions made in response to prior comment 5. We note the following:

Cover page disclosure indicates that each of the three subscription agreements
provides for the sale of up to 10,000,000 Class A ordinary shares. It also indicates the
subscription agreements will be terminated automatically on the earliest of (i) April 1, •2.

July 12, 2024
Page 2
2027 or (ii) the date on which the investor shall have made payment for all
30,000,000 Class A Ordinary Shares. As each investor appears to be subscribing for
only up to 10,000,000 shares, it appears the description of the termination provision
may contain an error as it references 30,000,000 shares. Please revise or advise.

•Disclosures on the cover page and page 108 of the calculation of the price per share
under the equity line agreements appears to differ from the disclosures on pages 12
and 64. Please reconcile the discrepancies between these disclosure or advise. If
disclosures continue to reference defined terms, such as Commitment Period, ensure
you provide the definitions of these terms. Additionally, ensure you provide examples
of how any formulas work and include all inputs used in these examples.

•The example you provide on page 12 appears to contain an error. In this regard,
disclosure on this page indicates the subscription price is equal to the lesser of the (i)
the average closing price of the Class A Ordinary Shares during the Commitment
Period, or (ii) $1.12. It is unclear how the subscription price would be $2.00 per share
as the formula appears to capped at $1.12 per share. Please revise or advise.

Additionally, please ensure your disclosure accurately summarizes the equity line
agreement. Lastly confirm, if true, that each of the equity line agreements operates
independently of one another.
3.We note your response to prior comment 7 that there is no relationship between the each
of the four different equity line investors. Footnotes 4 and 6 to the selling shareholder
table on page 108 appear to indicate that the same individual, Min Xu, controls two of the
entities. Please advise.
            Please contact Uwem Bassey at 202-551-3433 or Mitchell Austin at 202-551-3574 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Joan Wu

CORRESP
1
filename1.htm

Antelope
Enterprise Holdings Ltd

Room
1802, Block D, Zhonghai International Center,

Hi-Tech
Zone, Chengdu, Sichuan Province, PRC

June
28, 2024

VIA
EDGAR

Mr.
Uwem Bassey

Mr.
Mitchell Austin

Division
of Corporation Finance

Disclosure
Review Program

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Antelope Enterprise
    Holdings Ltd

    Registration
    Statement on Form F-1

    Filed
    May 24, 2024

    File No. 333-279733

Dear
Mr. Bassey and Mr. Austin

Antelope
Enterprise Holdings Ltd. (“we” or the “Company”) is hereby providing responses to comments of the Staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued on June 10, 2024 regarding the Company’s
Registration Statement on Form F-1 that was filed with the Commission on May 24, 2024 (the “Staff’s Letter”).

Registration
Statement on Form F-1

Cover
Page

    1.
    Please disclose prominently
    on the prospectus cover page that you are not a Chinese operating company but a British Virgin Islands holding company with operations
    conducted by your subsidiaries based in China and that this structure involves unique risks to investors. Your disclosure should
    acknowledge that Chinese regulatory authorities could disallow this structure, which would likely result in a material change in
    your operations and/or a material change in the value of the securities you are registering for sale, including that it could cause
    the value of such securities to significantly decline or become worthless. Provide a cross-reference to your detailed discussion
    of risks facing the company and the offering as a result of this structure. Additionally, please confirm, if true, that you do not
    use a variable interest entity structure.

RESPONSE:
In response to the Staff’s comment, we revised our disclosure on the cover page accordingly and we confirmed that we do not
use a variable interest entity structure.

Prospectus
Summary, page 1

    2.
    In
    your summary of risk factors, disclose the risks that your corporate structure and being based in or having the majority of the company’s
    operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with
    cross-references to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising
    from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations
    in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your
    operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers,
    which could result in a material change in your operations and/or the value of the securities you are registering for sale. Acknowledge
    any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas
    and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue
    to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

RESPONSE:
In response to the Staff’s comment, we revised our disclosure in the summary of risk factors on page 4 accordingly, and included
the risk factors accordingly on page 13.

Risk
Factors, page 12

    3.
    Given
    the Chinese government’s significant oversight and discretion over the conduct of your business, please revise to highlight
    separately the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material
    change in your operations and/or the value of the securities you are registering. Also, given recent statements by the Chinese government
    indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in
    China-based issuers, acknowledge the risk that any such action could significantly limit or completely hinder your ability to offer
    or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

RESPONSE:
In response to the Staff’s comment, we revised our disclosure in the risk factors on page 12 accordingly.

Enforceability
of Civil Liabilities, page 111

    4.
    You
    disclose here that many of your officers and directors, and some of the experts named in this prospectus, are residents of PRC or
    elsewhere outside of the U.S., and all of our assets and the assets of such persons are located outside the U.S. and as a result,
    it may be difficult for investors in the U.S. to effect service of process within the U.S. upon such directors, officers and representatives
    of experts who are not residents of the U.S. or to enforce against them judgments of a U.S. court predicated solely upon civil liability
    under U.S. federal securities laws or the securities laws of any state within the U.S. Please revise to clarify if you have any officers
    or directors in the U.S. Additionally, please revise to include a risk factor addressing the difficulty of bringing actions against
    these individuals and enforcing judgments against them.

RESPONSE:
In response to the Staff’s comment, we revised our disclosure in the Enforceability of Civil Liabilities section on page 111
and included the separate risk factor on page 19 accordingly.

General

    5.
    We
    note you disclosed certain material terms of the equity line agreement. Please also disclose the following material terms of each
    equity line agreement, including: (1) the maximum principal amount available under the agreement; and (2) the term of the agreement.

RESPONSE:
In response to the Staff’s comment, we revised our disclosure on the cover page, pages 12, 64, and 109 accordingly.

    6.
    Please
    revise to disclose the natural person or persons who exercise the voting and/or dispositive powers, or have the right to receive
    the economic benefit, with respect to the three equity line investors.

RESPONSE:
In response to the Staff’s comment, we revised our disclosure on page 108 accordingly.

    7.
    We
    note that you entered into equity line agreements with three different entities. Please clarify whether there is any relationship
    between the three equity line investors. Additionally, please confirm, if true, that these investors are not related parties of the
    company.

RESPONSE:
We respectfully inform the Staff that, due to a change in budget of one investor, Dongsheng International Group Ltd. (“Dongsheng”),
the Company and Dongsheng entered into a termination and mutual release agreement on June 25, 2024, to terminate Dongsheng’s standby
equity subscription agreement with us, effective on the date thereof. We have not sold any securities and Dongsheng has not purchased
any securities of ours pursuant to the standby equity subscription agreement. On June 25, 2024, Hongfeng International Group Ltd. signed
a standby equity subscription agreement, in the same form as the standby equity subscription agreement of Dongsheng.

In
response to the Staff’s comment, we revised our disclosure accordingly and we hereby confirm that there is no relationship between
the each of the four different entities and that these entities are not our related parties.

    8.
    Please
    file the executed equity line agreements with the three equity line investors as exhibits.

RESPONSE:
In response to the Staff’s comment, we filed the executed equity line agreements with the all the equity line investors as
exhibits 10.4, 10.5, 10.6 and 10.8 of the amendment No.1 to this Registration Statement.

********

If
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filings please don’t hesitate
to contact us.

    Sincerely,

    Antelope Enterprise Holdings Ltd

    By:
    /s/ Weilai
    Zhang

    Name:
    Weilai Zhang

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
June 10, 2024
Weilai (Will) Zhang
Chief Executive Officer
Antelope Enterprise Holdings Limited
Room 1802, Block D, Zhonghai International Center
Hi-Tech Zone, Chengdu
Sichuan Province, PRC
Re:Antelope Enterprise Holdings Limited
Registration Statement on Form F-1
Filed May 24, 2024
File No. 333-279733
Dear Weilai (Will) Zhang:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a British Virgin Islands holding company with operations
conducted by your subsidiaries based in China and that this structure involves unique risks
to investors. Your disclosure should acknowledge that Chinese regulatory authorities
could disallow this structure, which would likely result in a material change in your
operations and/or a material change in the value of the securities you are registering for
sale, including that it could cause the value of such securities to significantly decline or
become worthless. Provide a cross-reference to your detailed discussion of risks facing the
company and the offering as a result of this structure. Additionally, please confirm, if true,
that you do not use a variable interest entity structure.

 FirstName LastNameWeilai (Will)  Zhang
 Comapany NameAntelope Enterprise Holdings Limited
 June 10, 2024 Page 2
 FirstName LastName
Weilai (Will)  Zhang
Antelope Enterprise Holdings Limited
June 10, 2024
Page 2
Prospectus Summary, page 1
2.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Risk Factors, page 12
3.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering. Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Enforceability of Civil Liabilities, page 111
4.You disclose here that many of your officers and directors, and some of the experts named
in this prospectus, are residents of PRC or elsewhere outside of the U.S., and all of our
assets and the assets of such persons are located outside the U.S. and as a result, it may be
difficult for investors in the U.S. to effect service of process within the U.S. upon such
directors, officers and representatives of experts who are not residents of the U.S. or to
enforce against them judgments of a U.S. court predicated solely upon civil liability under
U.S. federal securities laws or the securities laws of any state within the U.S. Please revise
to clarify if you have any officers or directors in the U.S. Additionally, please revise to
include a risk factor addressing the difficulty of bringing actions against these individuals
and enforcing judgments against them.

 FirstName LastNameWeilai (Will)  Zhang
 Comapany NameAntelope Enterprise Holdings Limited
 June 10, 2024 Page 3
 FirstName LastName
Weilai (Will)  Zhang
Antelope Enterprise Holdings Limited
June 10, 2024
Page 3
General
5.We note you disclosed certain material terms of the equity line agreement. Please also
disclose the following material terms of each equity line agreement, including: (1) the
maximum principal amount available under the agreement; and (2) the term of the
agreement.
6.Please revise to disclose the natural person or persons who exercise the voting and/or
dispositive powers, or have the right to receive the economic benefit, with respect to the
three equity line investors.
7.We note that you entered into equity line agreements with three different entities. Please
clarify whether there is any relationship between the three equity line investors.
Additionally, please confirm, if true, that these investors are not related parties of the
company.
8.Please file the executed equity line agreements with the three equity line investors as
exhibits.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Uwem Bassey at 202-551-3433 or Mitchell Austin at 202-551-3574 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joan Wu

CORRESP
1
filename1.htm

Antelope
Enterprise Holdings Ltd

Room
1802, Block D, Zhonghai International Center,

Hi-Tech
Zone, Chengdu, Sichuan Province, PRC

March
1, 2024

VIA
EDGAR

Ms.
Jennifer Thompson

Mr.
Andrew Mew

Division
of Corporation Finance

Disclosure
Review Program

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Antelope Enterprise Holdings Ltd

    Amendment No. 1 to Form 20-F for Fiscal Year Ended
    December 31, 2022

    File No. 001-34944

Dear
Ms. Thompson and Mr. Mew

Antelope
Enterprise Holdings Ltd. (“we” or the “Company”) is hereby providing responses to comments of the Staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued on February 5, 2024 regarding the
Company’s Amendment No. 1 to Form 20-F for the fiscal year ended December 31, 2022 (the “Staff’s Letter”).

Amendment
No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022

Item
16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 4

 1. With
                                            respect to the disclosures required by Item 16I(b)(2), please supplementally clarify the
                                            jurisdiction in which Antelope Enterprise Holdings Limited is organized or incorporated and
                                            tell us the percentage of your shares owned by governmental entities in that foreign jurisdiction.
                                            In this regard, it appears that you are organized or incorporated in the British Virgin Islands.

RESPONSE:
We hereby clarify that Antelope Enterprise Holdings Limited is organized in British Virgin Islands. None of the Company’s
shares is owned by governmental entities in the British Virgin Islands.

********

If
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filings please don’t hesitate
to contact us.

    Sincerely,

    Antelope Enterprise Holdings Ltd

    By:
    /s/ Weilai
    Zhang

    Name:
    Weilai Zhang

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
March 1, 2024
Weilai Zhang
Chief Executive Officer
Antelope Enterprise Holdings Ltd
Room 1802, Block D, Zhonghai International Center
Hi-Tech Zone, Chengdu
Sichuan Province, PRC
Re:Antelope Enterprise Holdings Ltd
Form 20-F for Fiscal Year Ended December 31, 2022
File No. 001-34944
Dear Weilai Zhang:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Joan Wu

United States securities and exchange commission logo
February 5, 2024
Weilai Zhang
Chief Executive Officer
Antelope Enterprise Holdings Ltd
Room 1802, Block D, Zhonghai International Center
Hi-Tech Zone, Chengdu
Sichuan Province, PRC
Re:Antelope Enterprise Holdings Ltd
Amendment No. 1 to Form 20-F for Fiscal Year Ended December 31, 2022
File No. 001-34944
Dear Weilai Zhang:
            We have reviewed your amendment filed February 2, 2024 and have the following
comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our January 22, 2024
letter.
Amendment No. 1 to Form 20-F for Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 4
1.With respect to the disclosures required by Item 16I(b)(2), please supplementally clarify
the jurisdiction in which Antelope Enterprise Holdings Limited is organized or
incorporated and tell us the percentage of your shares owned by governmental entities in
that foreign jurisdiction.  In this regard, it appears that you are organized or incorporated
in the British Virgin Islands.
            Please contact Jennifer Thompson at 202-551-3737 or Andrew Mew at 202-551-3377
with any questions.
Sincerely,

 FirstName LastNameWeilai Zhang
 Comapany NameAntelope Enterprise Holdings Ltd
 February 5, 2024 Page 2
 FirstName LastName
Weilai Zhang
Antelope Enterprise Holdings Ltd
February 5, 2024
Page 2
Division of Corporation Finance
Disclosure Review Program
cc:       Joan Wu

United States securities and exchange commission logo
January 22, 2024
Weilai Zhang
Chief Executive Officer
Antelope Enterprise Holdings Ltd
Room 1802, Block D, Zhonghai International Center
Hi-Tech Zone, Chengdu
Sichuan Province, PRC
Re:Antelope Enterprise Holdings Ltd
Form 20-F for the Fiscal Year Ended December 31, 2022
Response Dated September 26, 2023
File No. 001-34944
Dear Weilai Zhang:
            We have reviewed your September 26, 2023 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 12, 2023
letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jursidictions that Prevent Inspections, page 82
1.In your response to comment 1 in our letter dated July 20, 2023, you commited to amend
your Form 20-F to provide the submission required by Item 16I(a) and the disclosures
required by Item 16I(b). Please file your amendment promptly or tell us why you are
unable to file it promptly. Please consider prior comments 2 and 4 when drafting your
amendment.
            Please contact Jennifer Thompson at 202-551-3737 or Andrew Mew at 202-551-3377
with any questions.

 FirstName LastNameWeilai Zhang
 Comapany NameAntelope Enterprise Holdings Ltd
 January 22, 2024 Page 2
 FirstName LastName
Weilai Zhang
Antelope Enterprise Holdings Ltd
January 22, 2024
Page 2
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Joan Wu

CORRESP
1
filename1.htm

Antelope
Enterprise Holdings Ltd

Room
1802, Block D, Zhonghai International Center,

Hi-Tech
Zone, Chengdu, Sichuan Province, PRC

September
26, 2023

VIA
EDGAR

Mr.
Kyle Wiley

Mr.
Andrew Mew

Division
of Corporation Finance

Disclosure
Review Program

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:

    Antelope
    Enterprise Holdings Ltd

    Form
    20-F for Fiscal Year Ended December 31, 2022

    File
    No. 001-34944

Dear
Kyle Wiley and Andrew Mew

Antelope
Enterprise Holdings Ltd. (“we” or the “Company”) is hereby providing responses to comments of the Staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued on September 12, 2023 regarding the
Company’s Form 20-F for the fiscal year ended December 31, 2022 (the “2022 Form 20-F”) and addressed to Weilai Zhang
(the “Staff’s Letter”).

Form
20-F for the Fiscal Year Ended December 31, 2022

Item
16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 82

    1.
    We
    note your statement that you reviewed your register of members and public filings made by your shareholders in connection with your
    required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether
    you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In your response,
    please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied
    upon in connection with the required disclosures under paragraphs (b)(2) and (3).

RESPONSE:
In response to the Staff’s comment, we respectfully advise the Staff that we did not rely on any legal opinions or third-party
certifications as the basis for its submission. However, we have received written confirmations
from the directors of the Company and its consolidated foreign operating entities and each of them represented that he/she is not an
official of the Chinese Communist Party.

We
respectfully advise the Staff that we also reviewed (i) the shareholder register provided by Transhare Corporation, and (ii) Schedules
13D and 13G filed by the shareholders, the absence of any Schedule 13D or 13G filing made by any foreign governmental entity with respect
to the Company’s securities, and the absence of foreign government representation on its board of directors, the Company has no
awareness or belief that it is owned or controlled by a government entity in mainland China.

    2.
    We
    note that your disclosures pursuant to Items 16I(b)(2), (b)(3), (b)(4), and (b)(5) are provided for “our company.” Please
    note that Item 16I(b) requires that you provide disclosures for yourself and your consolidated foreign operating entities, including
    variable interest entities or similar structures.

    ●
    With
    respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated foreign operating entities are organized
    or incorporated and provide the percentage of your shares or the shares of your consolidated operating entities owned by governmental
    entities in each foreign jurisdiction in which you have consolidated operating entities in your supplemental response.

    ●
    With
    respect to (b)(3), (b)(4), and (b)(5), please provide the required information for you and all of your consolidated foreign operating
    entities in your supplemental response.

RESPONSE:
In response to the Staff’s comment, we respectfully advise the Staff that:

With
respect to (b)(2) of Item 16I, the Company respectfully submits that the jurisdictions in which the Company’s consolidated foreign
operating entities are incorporated include mainland China, Hong Kong, and British Virgin Islands. The Company holds 100% equity interests
in its consolidated operating entities, except for Hainan Kylin Cloud Services Technology Co., Ltd., in which the Company indirectly
holds 51% equity interest. Therefore, to the best of the Company’s knowledge, no governmental entity in mainland China, Hong Kong,
or the British Virgin Islands owns shares of the Company’s significant consolidated foreign operating entities.

With
respect to (b)(3) of Item 16I, the Company respectfully supplements that, the governmental entities in mainland China do not have a controlling
financial interest in Company’s subsidiaries in Hong Kong or any of the Company’s other consolidated foreign operating entities.

With
respect to (b)(4) of Item 16I, the Company respectfully supplements that the Company received written
confirmations from the directors of the Company and its consolidated foreign operating entities and each of them represented that he/she
is not an official of the Chinese Communist Party

With
respect to (b)(5) of Item 16I, the Company respectfully confirms that the currently effective memorandum and articles of association
of the Company and equivalent organizing documents of the Company’s consolidated foreign operating entities do not contain any
charter of the Chinese Communist Party.

    3.
    In
    order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members
    of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance,
    please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist
    Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such
    as affidavits as the basis for your disclosure.

RESPONSE:
In response to the Staff’s comment, we respectfully advise the Staff that we did not rely on any legal opinions or third-party
certifications as the basis for its disclosure. However, the Company has received written confirmations from the directors of the Company
and its consolidated foreign operating entities and each of them represented that he/she is not an official of the Chinese Communist
Party. The Company believes that all of its directors and the directors of its consolidated foreign operating entities have demonstrated
honesty and integrity in their business activities. The Company did not, however, request written confirmations from the directors of
the Company and its consolidated foreign operating entities regarding their current or prior membership or affiliation with the Chinese
Communist Party (other than with respect to current status as an official) in light of the language of Item 16I(b)(4), which the Company
understood to require disclosure regarding current officials of the Chinese Communist Party.

    4.
    With
    respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is “to
    our best knowledge.” Please supplementally confirm without qualification, if true, that your articles and the articles of your
    consolidated foreign operating entities do not contain wording from any charter of the Chinese Communist Party.

RESPONSE:
In response to the Staff’s comment, we respectfully confirm that the Company’s articles and the articles and the articles
of Company’s consolidated foreign operating entities do not contain any charter of the Chinese Communist Party, including the text
of any such charter.

********

If
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filings please don’t hesitate
to contact us.

      
    Sincerely,

    Antelope
    Enterprise Holdings Ltd

    By:

    /s/
    Weilai Zhang

    Name:

    Weilai
    Zhang

    Title:

    Chief
    Executive Officer

United States securities and exchange commission logo
September 12, 2023
Weilai Zhang
Chief Executive Officer
Antelope Enterprise Holdings Ltd
Room 1802, Block D, Zhonghai International Center
Hi-Tech Zone, Chengdu
Sichuan Province, PRC
Re:Antelope Enterprise Holdings Ltd
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-34944
Dear Weilai Zhang:
            We have reviewed your August 17, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 82
1.We note your statement that you reviewed your register of members and public filings
made by your shareholders in connection with your required submission under paragraph
(a). Please supplementally describe any additional materials that were reviewed and tell us
whether you relied upon any legal opinions or third party certifications such as affidavits
as the basis for your submission. In your response, please provide a similarly detailed
discussion of the materials reviewed and legal opinions or third party certifications relied
upon in connection with the required disclosures under paragraphs (b)(2) and (3).

 FirstName LastNameWeilai Zhang
 Comapany NameAntelope Enterprise Holdings Ltd
 September 12, 2023 Page 2
 FirstName LastName
Weilai Zhang
Antelope Enterprise Holdings Ltd
September 12, 2023
Page 2
2.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), (b)(4), and (b)(5) are
provided for "our company.” Please note that Item 16I(b) requires that you provide
disclosures for yourself and your consolidated foreign operating entities, including
variable interest entities or similar structures.
•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and provide the
percentage of your shares or the shares of your consolidated operating entities owned
by governmental entities in each foreign jurisdiction in which you have consolidated
operating entities in your supplemental response.
•With respect to (b)(3), (b)(4), and (b)(5), please provide the required information for
you and all of your consolidated foreign operating entities in your supplemental
response.
3.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our best knowledge.” Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
            Please contact Kyle Wiley at (202) 344-5791 or Andrew Mew at (202) 551-3377 with
any other questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Joan Wu

CORRESP
1
filename1.htm

Antelope
Enterprise Holdings Ltd

Room
1802, Block D, Zhonghai International Center,

Hi-Tech
Zone, Chengdu, Sichuan Province, PRC

August
17, 2023

VIA
EDGAR

Kyle
Wiley/Andrew Mew

Division
of Corporation Finance

Disclosure
Review Program

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:

    Antelope
    Enterprise Holdings Ltd

    Form
    20-F for Fiscal Year Ended December 31, 2022

    File
    No. 001-34944

Dear
Kyle Wiley and Andrew

Antelope
Enterprise Holdings Ltd. (“we” or the “Company”) is hereby providing responses to comments of the Staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued on July 20, 2023 regarding the Company’s
Form 20-F for the fiscal year ended December 31, 2022 (the “2022 Form 20-F”) and addressed to Weilai Zhang (the “Staff’s
Letter”).

Form
20-F for the Fiscal Year Ended December 31, 2022

Item
16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 82

    1.

    We
    note that during your fiscal year 2022 you were identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley
    Act of 2002 (15 U.S.C.7214(i)(2)(A)) as having retained, for the preparation of the audit report on your financial statements included
    in the Form 20-F, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that
    the Public Company Accounting Oversight Board had determined it is unable to inspect or investigate completely because of a position
    taken by an authority in the foreign jurisdiction. Please provide the documentation required by Item 16I(a) of Form 20-F or tell
    us why you are not required to do so. Additionally, please amend your Form 20-F to provide the disclosures required under Item 16I(b)
    of Form 20-F. Refer to the Staff Statement on the Holding Foreign Companies Accountable Act and the Consolidated Appropriations Act,
    2023, available on our website at https://www.sec.gov/corpfin/announcement/statement-hfcaa-040623.

RESPONSE:
In response to the Staff’s comment, we respectfully
advise that we will further revise our disclosure under Item 16I of Form 20-F as follows:

During
our fiscal year 2022, we were conclusively listed by the SEC as a Commission-Identified Issuer under the HFCAA following the filing of
our Annual Report on Form 20-F for the fiscal year ended December 31, 2021. Our auditor, a registered public accounting firm that the
PCAOB was not able to inspect or investigate completely in 2021 according to the PCAOB’s December 16, 2021 determinations, issued
the audit report for us for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a HFCAA determination report
that vacated its December 16, 2021 determinations and removed mainland China and Hong Kong from the list of jurisdictions where it had
been unable to completely inspect or investigate the registered public accounting firms. For this reason, we do not expect to be identified
as a Commission-Identified Issuer under the HFCAA after we file this annual report, as amended.

As
of the date of this Form 20-F/A, to our best knowledge, (i) no governmental entities in the British Virgin Islands or in China own any
ordinary shares of our company, (ii) governmental entities in China do not have a controlling financial interest in our company, (iii)
none of the members of our board of directors or our subsidiaries is an official of the Chinese Communist Party, and (iv) our memorandum
and articles of association, as amended, does not contain any charter of the Chinese Communist Party, including the text of any such
charter.

For
information supporting our assertion that governmental entities in China do not have a controlling financial interest in our company,
please see the Supplemental Submission pursuant to Item 16I(a) of Form 20-F furnished as Exhibit 99.1 to this Form 20-F/A.

The
Supplemental Submission is attached hereto as Exhibit A.

********

If
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filings please don’t hesitate
to contact us.

    Sincerely,

    Antelope
    Enterprise Holdings Ltd

    By:

    /s/
    Weilai Zhang

    Name:

    Weilai
    Zhang

    Title:

    Chief
    Executive Officer

    cc:

Supplemental
Submission

Pursuant
to Item 16I(a) of Form 20-F

Antelope
Enterprise Holdings Ltd. (the “Company”) is submitting via EDGAR the following information as required under Item 16I(a)
of Form 20-F in relation to the Staff Statement on the Holding Foreign Companies Accountable Act and the Consolidated Appropriate Act,
2023 (the “HFCAA”).

During
its fiscal year 2022, the Company was conclusively identified by the U.S. Securities and Exchange Commission (the “SEC”)
as a Commission-Identified Issuer pursuant to the HFCAA because it filed an annual report on Form 20-F for the year ended December 31,
2021 with the SEC with an audit report issued by Centurion ZD CPA & Co., a registered public accounting firm retained by the Company
for the preparation of the audit report on the Company’s financial statements included therein. Centurion ZD CPA & Co. is a
registered public accounting firm headquartered in Hong Kong, a jurisdiction where the Public Company Accounting Oversight Board (the
“PCAOB”) determined that it was unable to inspect or investigate completely registered public accounting firms headquartered
there, including Centurion ZD CPA & Co., until December 2022 when the PCAOB vacated its previous determination. In response to Item
16I(a) of Form 20-F, the Company believes that the following information establishes that it is not owned or controlled by a governmental
entity in China.

Mr.
Weilai Zhang, the Chief Executive Officer and the Chairman of the Company, beneficially owned (determined in accordance with the SEC
rules) 461,739 Class A ordinary shares and 977,755 Class B ordinary shares, representing 48.70% of the Company’s aggregate voting
power as of August 10, 2023.

Based
on an examination of the Company’s register of members and public filings made by its shareholders, to the Company’s knowledge,
excluding the beneficial ownership of the Company’s directors and senior management, no shareholder beneficially owned 5% or more
of the Company’s outstanding shares as of May 30, 2023, other than Mr. Gordon Hu, who beneficially owned 26.38% of the Company’s
outstanding Class A ordinary shares, representing 13.82% of the Company’s aggregate voting power as of August 10, 2023. The following
is an excerpt of the relevant disclosure in the Company’s annual report on Form 20-F for the year ended December 31, 2022 regarding
the beneficial ownership of Gordon Hu: “The business address for Invine Indeed LLC, Multiplying Hundreds LLC, Mustard Seeding LLC,
The Beatitudes In All LLC, Zion Rock LLC is 7901 4th St N Ste 300, St Petersburg, FL 33702. These five entities are under common control
of one beneficial owner, Mr. Gordon Hu.”

Furthermore,
as of the date hereof, the directors, officers and senior management of the Company consist of: Weilai Zhang, Edmund Hen, Ishak Han,
Chungen Song, Dian Zhang, Huashu Yuan, Tingting Zhang, and Qiguo Wang and none of such persons are a representative of any government
entity in the People’s Republic of China.

Based
on the above, the Company is not owned or controlled by a government entity in China.

Dated:
August 17, 2023

    Antelope
    Enterprise Holdings Ltd.

    By:
    /s/
                                            Weilai Zhang

    Name:
    Weilai
    Zhang

    Title:

    Chief
    Executive Officer

CORRESP
1
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August
4, 2023

VIA
EDGAR SUBMISSION

Mr.
Kyle Wiley

Division
of Corporation Finance

Disclosure
Review Program

United
States Securities and Exchange Commission

Washington
D.C. 20549

  Re:
  Antelope Enterprise Holdings Ltd.

  Form 20-F for the Year Ended December 31, 2022

  Filed May 1, 2023

  File No. 001-34944

Dear
Mr. Wiley:

We
are in receipt of your comment letter (the “Comment Letter”) dated July 20, 2023, regarding the above referenced filing
of Antelope Enterprise Holdings Ltd. (the “Company”).

The
Company is working diligently to respond to the Staff’s comments. As discussed with Mr. Wiley, the Company respectfully requests
an additional extension until August 17, 2023 to respond to the Comment Letter.

We
appreciate the Staff’s assistance in this matter. Should you have any questions that require further information, please feel free
to contact our counsel, Joan Wu, Esq., of Hunter Taubman Fischer & Li LLC by phone at (212) 530-2208 or email at jwu@htflawyers.com.
Thank you for your consideration of our request.

    Very
    truly yours,

    Antelope
    Enterprise Holdings Ltd.

    /s/
    Weilai Zhang

    Weilai Wang

    Chief Executive Officer

United States securities and exchange commission logo
July 20, 2023
Weilai Zhang
Chief Executive Officer
Antelope Enterprise Holdings Ltd
Room 1802, Block D, Zhonghai International Center
Hi-Tech Zone, Chengdu
Sichuan Province, PRC
Re:Antelope Enterprise Holdings Ltd
Form 20-F for the Year Ended December 31, 2022
Filed May 1, 2023
File No. 001-34944
Dear Weilai Zhang:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F and have the following comments. In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to these comments, we may have additional comments.

 FirstName LastNameWeilai Zhang
 Comapany NameAntelope Enterprise Holdings Ltd
 July 20, 2023 Page 2
 FirstName LastName
Weilai Zhang
Antelope Enterprise Holdings Ltd
July 20, 2023
Page 2
Form 20-F for the Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 82
1.We note that during your fiscal year 2022 you were identified by the Commission
pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C.
7214(i)(2)(A)) as having retained, for the preparation of the audit report on your financial
statements included in the Form 20-F, a registered public accounting firm that has a
branch or office that is located in a foreign jurisdiction and that the Public Company
Accounting Oversight Board had determined it is unable to inspect or investigate
completely because of a position taken by an authority in the foreign jurisdiction. Please
provide the documentation required by Item 16I(a) of Form 20-F or tell us why you are
not required to do so. Additionally, please amend your Form 20-F to provide the
disclosures required under Item 16I(b) of Form 20-F. Refer to the Staff Statement on the
Holding Foreign Companies Accountable Act and the Consolidated Appropriations Act,
2023, available on our website at https://www.sec.gov/corpfin/announcement/statement-
hfcaa-040623.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Kyle Wiley at (202) 344-5791 or Andrew Mew at (202) 551-3377 with
any other questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Joan Wu

CORRESP
1
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ANTELOPE ENTERPRISE HOLDINGS LTD.

Room 1802, Block D, Zhonghai International Center,

Hi-Tech Zone, Chengdu, Sichuan Province, PRC

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Erin Donahue

February 14 2023

    Re:
    Antelope Enterprise Holdings Ltd.

    Registration Statement on Form F-3 (File No. 333- 269618)

    Initially Filed on February 7, 2023

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Antelope Enterprise Holdings Ltd. (the “Company”) hereby requests acceleration of effectiveness of the
above referenced Registration Statement, so that it will become effective at 4:30 p.m. ET on February 16, 2023, or as soon as thereafter
practicable.

Very truly yours,

    /s/ Edmund Hen Man

    Name: Edmund Hen Man

    Title: Chief Financial Officer

    cc:
    Joan Wu, Esq.

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
February 13, 2023
Edmund Hen
Chief Financial Officer
Antelope Enterprise Holdings Ltd
Room 1802, Block D, Zhonghai International Center,
Hi-Tech Zone, Chengdu, Sichuan Province, PRC
Re:Antelope Enterprise Holdings Ltd
Registration Statement on Form F-3
Filed February 7, 2023
File No. 333-269618
Dear Edmund Hen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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ANTELOPE ENTERPRISE HOLDINGS LTD.

c/o Jinjiang Hengda Ceramics Co., Ltd.

Junbing Industrial Zone, Anhai, Jinjiang City,

Fujian Province, People’s Republic of China

July 13, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, DC 20549

Attention: Sergio Chinos and Anne Parker

    Re:
     Antelope Enterprise Holdings Ltd

     Registration Statement on Form F-3

     File No. 333-258782

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933,
as amended, Antelope Enterprise Holdings Ltd. (the “Company”), hereby respectfully requests that the effective date for the
Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 P.M. (Eastern Time) on July 15,
2022, or as soon thereafter as possible on such date.

    Very truly yours,

    Antelope Enterprise Holdings Ltd.

    /s/ Edmund Hen Man

    Name:	Edmund Hen Man

    Title:	Chief Financial Officer

CORRESP
1
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ANTELOPE ENTERPRISE HOLDINGS LTD.

c/o Jinjiang Hengda Ceramics Co., Ltd.

Junbing Industrial Zone, Anhai, Jinjiang City,

Fujian Province, People’s Republic of China

July 13, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, DC 20549

Attention: Sergio Chinos and Anne Parker

    Re:
     Antelope Enterprise Holdings Ltd

     Registration Statement on Form F-3

     File No. 333-260958

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933,
as amended, Antelope Enterprise Holdings Ltd. (the “Company”), hereby respectfully requests that the effective date for the
Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 P.M. (Eastern Time) on July 15,
2022, or as soon thereafter as possible on such date.

    Very truly yours,

    Antelope Enterprise Holdings Ltd.

    /s/ Edmund Hen Man

    Name:	Edmund Hen Man

    Title:	Chief Financial Officer

CORRESP
1
filename1.htm

ANTELOPE ENTERPRISE HOLDINGS LTD.

c/o Jinjiang Hengda Ceramics Co., Ltd.

Junbing Industrial Zone, Anhai, Jinjiang City,

Fujian Province, People’s Republic of China

July 6, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, DC 20549

Attention: Sergio Chinos and Anne Parker

  Re:
    Antelope Enterprise Holdings Ltd

   Amendment No. 4 to Registration Statement on Form F-3

   Filed June 2, 2022

   File No. 333-258782

Dear Mr. Chinos and Ms. Parker:

On behalf of Antelope Enterprise Holdings Ltd. (the “Company”),
set forth below are our responses to the comments provided by the Staff of the Division of Corporate Finance (the “Staff”)
of the Securities and Exchange Commission (the “SEC” or the “Commission”) in a letter dated June 24, 2022. For
your convenience, we have set forth each of the Staff’s comments in bold, italic typeface followed by our responses. References
to “we,” “us,” “our” and “Registrant” refer to the Company. All responses are those of
the Company only.

Form F-3/A filed June 2, 2022

General

1.       Please
revise your filing, as applicable, to provide more specific and prominent disclosures about the legal and operational risks associated
with China-based companies. For additional guidance, please see the Division of Corporation Finance's Sample Letter to China-Based Companies
issued by the Staff in December 2021. For example:

 • with respect to your disclosure on the cover page regarding your corporate structure, if true, disclose
that these contracts have not been tested in court;

 RESPONSE: The Company has revised the disclosure on the cover page of the prospectus to disclose that the company’s
intercompany agreements have not been tested in court. Similar disclosure was also added to the section entitled “Cash Transfers
Within Our Organization”.

    United States Securities and Exchange Commission

Attention: Sergio Chinos and Anne Parker

Page 2

 • regarding the description of how cash is transferred through your organization, please provide cross-references
to the condensed consolidating schedule and the consolidated financial statements; and

 RESPONSE: The Company has revised the disclosure on the cover page of the prospectus to include a cross reference
to the Company’s Consolidated Financial Statements for the years ended December 31, 2021, 2020 and 2019, and the information on
segment reporting in the notes thereto, located in our Annual Report on Form 20-F for the fiscal year ended December 31, 2021 filed with
the SEC on May 2, 2022. Similar disclosure was also added to the section entitled “Cash Transfers Within Our Organization”.

 • with respect to the Holding Foreign Companies Accountable Act, please expand your risk factors to
disclose that the United States Senate has passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of “non-inspection years” from three years to two years, and thus, would reduce the time before your securities
may be prohibited from trading or delisted.

 RESPONSE: The Company has revised the risk factor titled: “Risks Related to the Offering – Our shares
may be delisted under the HFCA Act if the PCAOB is unable to inspect our auditor, which is located in Hong Kong, and the delisting of
our shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.” to clarify
the disclosure relating to the Accelerating Holding Foreign Companies Accountable Act.

*	*	*

We trust that this response
satisfactorily responds to your request. Should you require further information, please contact our legal counsel Ralph De Martino via
email or telephone at ralph.demartino@afslaw.com and (202) 724-6848.

    Very truly yours,

    Antelope Enterprise Holdings Ltd.

    By:
    /s/ Edmund Hen Man

    Name:
    Edmund Hen Man

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
June 24, 2022
Meishuang Huang
Chief Executive Officer
Antelope Enterprise Holdings Ltd
Jinjiang Hengda Ceramics Co., Ltd.
Junbing Industrial Zone, Jinjiang City
Fujian Province, PRC
Re:Antelope Enterprise Holdings Ltd
Amendment No. 4 to Registration Statement on Form F-3
Filed June 2, 2022
File No. 333-258782
Dear Ms. Huang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-3/A filed June 2, 2022
General
1.Please revise your filing, as applicable, to provide more specific and prominent
disclosures about the legal and operational risks associated with China-based companies.
For additional guidance, please see the Division of Corporation Finance's Sample Letter to
China-Based Companies issued by the Staff in December 2021.  For example:
•with respect to your disclosure on the cover page regarding your corporate structure,
if true, disclose that these contracts have not been tested in court;
•regarding the description of how cash is transferred through your organization, please
provide cross-references to the condensed consolidating schedule and the
consolidated financial statements; and

 FirstName LastNameMeishuang Huang
 Comapany NameAntelope Enterprise Holdings Ltd
 June 24, 2022 Page 2
 FirstName LastName
Meishuang Huang
Antelope Enterprise Holdings Ltd
June 24, 2022
Page 2
•with respect to the Holding Foreign Companies Accountable Act, please expand your
risk factors to disclose that the United States Senate has passed the Accelerating
Holding Foreign Companies Accountable Act, which, if enacted, would decrease the
number of “non-inspection years” from three years to two years, and thus, would
reduce the time before your securities may be prohibited from trading or delisted.
Please tell us where in your revised filing you have provided disclosure responsive to each
of the numbered comments in the Sample Letter, as applicable.
            Please contact Sergio Chinos at (202) 551-7844 or Anne Parker at (202) 551-3611 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
December 3, 2021
Meishuang Huang
Chief Executive Officer
Antelope Enterprise Holdings Ltd.
Jinjiang Hengda Ceramics Co., Ltd.
Junbing Industrial Zone, Jinjiang City
Fujian Province, PRC
Re:Antelope Enterprise Holdings Ltd.
Registration Statement on Form F-3
Filed November 10, 2019
File No. 333-260958
Dear Ms. Huang:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-3 filed November 10, 2021
General
1.Please revise the registration statement to comply with the comments issued in regard to
your registration statement on Form F-3 filed on August 13, 2021.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameMeishuang Huang
 Comapany NameAntelope Enterprise Holdings Ltd.
 December 3, 2021 Page 2
 FirstName LastName
Meishuang Huang
Antelope Enterprise Holdings Ltd.
December 3, 2021
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Sergio Chinos at (202) 551-7844 or Anne Parker at (202) 551-3611 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
November 9, 2021
Meishuang Huang
Chief Executive Officer
Antelope Enterprise Holdings Ltd
Jinjiang Hengda Ceramics Co., Ltd.
Junbing Industrial Zone, Jinjiang City
Fujian Province, PRC
Re:Antelope Enterprise Holdings Ltd
Amendment No. 2 to Registration Statement on Form F-3
Filed October 26, 2021
File No. 333-258782
Dear Ms. Huang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 18, 2021 letter.
Form F-3/A filed October 26, 2021
Cover Page
1.Provide a description of how cash is transferred through your organization and disclosure
regarding your intentions to distribute earnings or settle amounts owed under your
agreements.  State whether any transfers, dividends, or distributions have been made to
date.
Prospectus Summary, page 3
2.Please disclose whether you are required to obtain any approvals to offer securities to
foreign investors, whether you have received such approvals and the consequences to you

 FirstName LastNameMeishuang Huang
 Comapany NameAntelope Enterprise Holdings Ltd
 November 9, 2021 Page 2
 FirstName LastName
Meishuang Huang
Antelope Enterprise Holdings Ltd
November 9, 2021
Page 2
and your investors if you do not receive or maintain the approvals, inadvertently conclude
that such approvals are not required, or applicable laws, regulations, or interpretations
change and you are required to obtain approval in the future.
            Please contact Sergio Chinos at (202) 551-7844 or Anne Parker at (202) 551-3611 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    Schiff Hardin LLP

    901 K Street NW Suite 700

    Washington, DC 20001

    T 202.778.6400

    F 202.778.6460

    www.schiffhardin.com

    Ralph V. De Martino

    (202) 724.6848

    rdemartino@schiffhardin.com

October 26, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

    Attention:
    Mr. Sergio Chinos

    Ms. Anne Parker

    Division of Corporation Finance

    Re:
    Antelope Enterprise Holdings Ltd. Amendment No. 1 to the Registration Statement on Form F-3

    Filed September 27, 2021; File No. 333-258782

Ladies and Gentlemen:

On behalf of our client, Antelope Enterprise
Holdings Ltd. (the “Company”), we submit this letter setting forth the responses of the Company to the
comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the
 “Commission”) in its comment letter dated October 18, 2021 (the “Comment
Letter”) with respect to Amendment No. 1 to the Registration Statement on Form F-3/A filed with the Commission by
the Company on September 27, 2021 (the “Registtration Statement”). Concurrently with the filing of this
letter, the Company is hereby submitting Amendment No. 2 to the Registration Statement on Form F-3 (the
 “Amendment”) through EDGAR.

For ease of review, we have set forth below each
of the numbered comments of your letter in bold type followed by the Company’s responses thereto. Unless otherwise indicated, capitalized
terms used herein have the meanings assigned to them in the amended Registration Statement.

Form F-3/A filed September 27, 2021

Prospectus Summary, page 3

1. We note your response to prior comment 4. Please also
discuss the risks and uncertainties that rules and regulations in China can change quickly with little advance notice

Response: The Company respectfully acknowledges
the Staff’s comment and has added the following language to the Cover Page and to the summary of risks factors in the Prospectus
Summary:

United States Securities and Exchange Commission

October 26, 2021

Page 2

“Rules and regulations in China
can change quickly with little advance notice, creating substantial uncertainty. Changes in the PRC legal system may adversely affect
our business and operation. See “Risk Factors—Risks Related to Doing Business in China.”

The Company has also added the following risk factor on page
8:

“Rules and regulations
in China can change quickly with little advance notice, creating substantial uncertainty. Changes in the PRC legal system may adversely
affect our business and operation.

Our major business
operations are conducted in the PRC and therefore regulated by the laws and regulations of the PRC. The PRC legal system is based on the
written statutes and involves a unified, multilevel legislative system. The National People’s Congress (the “NPC”) and
its Standing Committee exercise the state power to make laws. The NPC enacts and amends basic laws pertaining to criminal offences, civil
affairs, state organs and other matters. The Standing Committee enacts and amends all laws except for basic laws that should be enacted
by the NPC. When the NPC is not in session, its Standing Committee may partially supplement and revise laws enacted by the NPC, provided
that the changes do not contravene the laws’ basic principles. Generally, the PRC laws will go through specific legislative procedures
before being promulgated. The legislative authority may propose a bill and then the bill shall be deliberated three times before being
voted. However, administrative regulations are formulated by the State Council which reports them to the NPC. The administration regulations
are often promulgated with little advance notice, which results in a lack of predictability, and substantial uncertainty. Moreover, the
uncertainties may fundamentally impact the development of one or more specific industries and in extreme cases result in the termination
of certain businesses. For example, the Opinions on Further Easing the Burden of Excessive Homework and After-School Tutoring for Students
Undergoing Compulsory Education, known as “double reduction” education policy, was promulgated by General Office of the CPC
Central Committee and General Office of the State Council on July 24, 2021. The “double reduction” education policy comes
into effective immediately and has posed a significant impact on the education and training industries, as well as those China-based companies
listed in the United States. The resulting unpredictable could materially and adversely affects the market value and the operation of
the businesses affected.

Furthermore,
the PRC administrative authorities and court have the power to interpret and implement or enforce statutory rules and contractual terms
at their reasonable discretion which makes the business environment much more complicated and unpredictable. It is difficult to predict
the outcome of the administrative and court proceedings. The uncertainties may affect our assessments of the relevance of legal requirements,
and our business decisions. Such uncertainties may result in substantial operating expenses and costs. Should there were any investigations,
arbitrations or litigation with respect to our alleged non-compliance with statutory rules and contractual terms, the management could
be distracted from our primary business considerations, and therefore such a circumstance could materially and adversely affect our business
and results of operations. We cannot predict future developments relating to the laws, regulations and rules in the PRC. We may be required
to procure additional permits, authorizations and approvals for our operations, which we may not be able to obtain. Our failure to obtain
such permits, authorizations and approvals may materially and adversely affect our business, financial condition and the results of operations.”

* * *

We hope the foregoing answers are responsive to
your comments. Please do not hesitate to contact me by telephone at 202-724-6848 or on my mobile at 202-415-8300, or via email at rdemartino@schiffhardin.com,
with any questions or comments regarding this correspondence.

    Very truly yours,

    /s/ Ralph V. De Martino

    Ralph V. De Martino

    Schiff Hardin LLP

cc:  (via email)

Edmund Hen, Principal Financial Officer

Meishuang Huang, Chief Executive Officer

United States securities and exchange commission logo
October 18, 2021
Meishuang Huang
Chief Executive Officer
Antelope Enterprise Holdings Ltd
Jinjiang Hengda Ceramics Co., Ltd.
Junbing Industrial Zone, Jinjiang City
Fujian Province, PRC
Re:Antelope Enterprise Holdings Ltd
Amendment No. 1 to Registration Statement on Form F-3
Filed September 27, 2021
File No. 333-258782
Dear Ms. Huang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 31, 2021 letter.
Form F-3/A filed September 27, 2021
Prospectus Summary, page 3
1.We note your response to prior comment 4.  Please also discuss the risks and uncertainties
that rules and regulations in China can change quickly with little advance notice.

 FirstName LastNameMeishuang Huang
 Comapany NameAntelope Enterprise Holdings Ltd
 October 18, 2021 Page 2
 FirstName LastName
Meishuang Huang
Antelope Enterprise Holdings Ltd
October 18, 2021
Page 2
            Please contact Sergio Chinos at (202) 551-7844 or Anne Parker at (202) 551-3611 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ralph V. De Martino

CORRESP
1
filename1.htm

    Schiff Hardin LLP

    901 K Street NW Suite 700

    Washington, DC 20001

    T 202.778.6400

    F 202.778.6460

    www.schiffhardin.com

    Ralph V. De Martino

    (202) 724.6848

    rdemartino@schiffhardin.com

September 27,
2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Mr. Sergio Chinos

 Ms. Anne Parker

 Division of Corporation Finance

Re: Antelope Enterprise Holdings Ltd

  Registration Statement on Form F-3 Filed August 13,
                                        2021 File No. 333-258782

Ladies and Gentlemen:

On behalf of our client, Good Works Acquisition
Corp. (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided
by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its comment letter dated August 31, 2021 (the “Comment Letter”) with respect to the Registration Statement
on Form F-3 filed with the Commission by the Company August 13, 2021 (the “Registtration Statement”).
Concurrently with the filing of this letter, the Company is hereby submitting Amendment No. 1 to the Registration Statement on Form F-3
(the “Amenment”) through EDGAR.

For ease of review, we have set forth below each
of the numbered comments of your letter in bold type followed by the Company’s responses thereto. Unless otherwise indicated, capitalized
terms used herein have the meanings assigned to them in the amended Registration Statement.

Form F-3 filed August 13, 2021

Cover Page

1. Please disclose prominently on the prospectus cover
page that you are not a Chinese operating company but a British Virgin Islands holding company with operations conducted by your
subsidiaries based in China and that this structure involves unique risks to investors. Provide a cross-reference to your detailed discussion
of risks facing the company and the offering as a result of this structure.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the Cover Page by adding the following language:.

In the prospectus,
Antelope Enterprise Holdings Limited is referred to as “Antelope Enterprise.” We refer to our subsidiaries as follows: Success
Winner Limited, a British Virgin Islands company and a wholly owned subsidiary, is referred to as “Success Winner,” Stand
Best Creation Limited, a Hong Kong company and wholly owned subsidiary of Success Winner, is referred to as “Stand Best,”
Jinjiang Hengda Ceramics Co., Ltd., a wholly-owned PRC subsidiary of Stands Best, is referred to as “Hengda,” Jiangxi
Hengdali Ceramics Material Co., Ltd., a wholly-owned PRC subsidiary of Hengdais referred to as “Hengdali,” Antelope
Enterprise (HK) Holdings Limited, a Hong Kong company and wholly owned subsidiary of Success Winner, is referred to as “Antelope
(HK),” Antelope Holdings (Chengdu) Co., Ltd., a wholly-owned PRC subsidiary of Antelope (HK) , is referred to as “Antelope
(Chengdu),” Vast Elite Limited, a Hong Kong company and wholly owned subsidiary of Success Winner, is referred to as “Vast
Elite,” Chengdu Future Talented Management and Consulting Co., Ltd. , a wholly-owned PRC subsidiary of Vast Elite, is referred
to as “Chengdu Future”. This information is provided so that the investors to clarify our disclosure as it relates to the
various entities in our corporate structure. Currently, we have four indirectly held subsidiaries in mainland China, Hengda and Hengdali,
both of which manufacture ceramic titles; Antelope Chengdu which is engaged in computer consulting and software development; and Chengdu
Future which is engaged in business management and consulting services.

United States Securities and Exchange Commission

September  27, 2021

Page 2

Antelope Enterprise,
our ultimate British Virgin Islands holding company, does not have any substantive operations other than indirectly holding the equity
interest in our operating subsidiaries in China and other countries and regions. As of the date of this prospectus, (i) Antelope
Enterprise’s business operations are carried out inside China; and (ii) it does not maintain any variable interest entity
structure or operate any data center in China. Antelope Enterprise may still be subject to PRC laws relating to, among others, data security
and restrictions over foreign investments due to the complexity of the regulatory regime in China, and the recent statements and regulatory
actions by the PRC government relating to data security may affect our business operations in China or even our ability to offer securities
in the United States. Neither Antelope Enterprise nor any of our subsidiaries has obtained the approval from either the China Securities
Regulatory Commission (the “CSRC”) or the Cyberspace Administration of China (the “CAC”) for any offering we
or the selling shareholders may make under this prospectus and any applicable prospectus supplement, and Antelope Enterprise does not
intend to obtain the approval from either the CSRC in connection with any such offering, since Antelope Enterprise does not believe,
based upon advice of our PRC counsel, Allbright Law Offices, that such approval is required under these circumstances or for the time
being. There can be no assurance, however, that regulators in China will not take a contrary view or will not subsequently require us
to undergo the approval procedures and subject us to penalties for non-compliance. See “Risk Factors—Risks Related to Doing
Business in China.”

Recent statements
and regulatory actions by the Chinese government have targeted those companies whose operations involves cross-border data security or
anti-monopoly concerns.

With regard to data
security, China promulgates several important laws recently. Among them, on June 10, 2021, China promulgated the PRC Data Security
Law ("DSL"), which became effective on September 1, 2021. The legislative intent for this law mainly includes regulating
data processing activities, ensuring data security, promoting data development and utilization, protecting the data related legitimate
rights and interests of individuals and organizations, and safeguarding national sovereignty, security and development interests. Article 36
provides that any Chinese entity that provides the data to foreign judicial or law enforcement agencies (regardless of whether directly
or through a foreign entity) without approval from the Chinese authority would likely be deemed to be in violation of DSL. In addition,
pursuant to Article 2 of Measures for Cybersecurity Reviews, the procurement of any network product or service by an operator of
critical information infrastructure that affects or may affect national security shall be subjected to a cybersecurity review under the
Measures. Pursuant to Article 35 of Cybersecurity Law of the People's Republic of China, where “critical information infrastructure
operators” purchase network products and services, which may influence national security, the operators are required to be subjected
to a cybersecurity review. Our subsidiaries, Hengda and Hengdali, are manufacturers of ceramic tiles and they do not operate any critical
information infrastructure. Our remaining two Chinese subsidiaries, Antelope Chengdu and Antelope Futures are engaged in computer consulting
and software development, and they do not operate any crticial information infrastructure. As a result we do not believe that these new
legal requirements are applicable to our subsidiaries. However, the exact scope of the term “critical information infrastructure
operator” remains unclear, so there can be no assurance that our subsidiaries will not be subjected to critical information infrastructure
operator review in the future. Furthermore, in the event that Antelope Chengdu and Antelope Futures become operators of critical information
infrastructure in the future they may be subjected to the above-described regulation.

With regard to anti-monopoly,
Article 3 of Anti-Monopoly Law of the People's Republic of China prohibits "monopolistic practices," which include: a)
the conclusion of monopoly agreements between operators; b) the abuse of dominant market position by operators; c) concentration of undertakings
which has or may have the effect of eliminating or restricting market competition. Also, according to Article 19, the operator(s) will
be assumed to have a dominant market position if it has following situation: a) an operator has 50% or higher market share in a relevant
market; b) two operators have 66% or higher market share in a relevant market; c) three operators have 75% or higher market share in
a relevant market. We believe that none of our subsidiaries in China has conducted any monopolistic practices in China, and that recent
statements and regulatory actions by the Chinese government do not impact our ability to conduct business, accept foreign investments,
or list on an U.S. or other foreign stock exchange. However, there can be no assurance that regulators in China will not promulgate new
laws and regulations or adopt new series of interpretations or regulatory actions which may require our Chinese subsidiaries to meet
new requirements on the issues mentioned above. See “Risk Factors—Risks Related to Doing Business in China.”

United States Securities and Exchange Commission

September  27, 2021

Page 3

2. Provide prominent disclosure about the legal and operational
risks associated with being based in or having the majority of the company’s operations in China. Your disclosure should make clear
whether these risks could result in a material change in your operations and/or the value of your common stock or could significantly
limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities
to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns, has or may impact
the company’s ability to conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange. Your prospectus
summary should address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the Cover Page accordingly. Please see the new
language referenced above in response to Item 1 as well as“Risk Factors—Risks Related to Doing Business in China.”.

3. Clearly disclose how you will refer to the holding
company, subsidiaries, and other entities when providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations. Refrain from using terms
such as “we” or “our” when describing activities or functions of a subsidiary or other entities. Disclose clearly
the entity (including the domicile) in which investors are purchasing their interest.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the Cover Page so as to include the following
language:

In the prospectus, Antelope Enterprise
Holdings Limited is referred to as “Antelope Enterprise.” We refer to our subsidiaries as follows: Success Winner Limited,
a British Virgin Islands company and a wholly owned subsidiary, is referred to as “Success Winner,” Stand Best Creation Limited,
a Hong Kong company and wholly owned subsidiary of Success Winner, is referred to as “Stand Best,” Jinjiang Hengda Ceramics
Co., Ltd., a wholly-owned PRC subsidiary of Stands Best, is referred to as “Hengda,” Jiangxi Hengdali Ceramics Material
Co., Ltd., a wholly-owned PRC subsidiary of Hengdais referred to as “Hengdali,” Antelope Enterprise (HK) Holdings Limited,
a Hong Kong company and wholly owned subsidiary of Success Winner, is referred to as “Antelope (HK),” Antelope Holdings (Chengdu)
Co., Ltd., a wholly-owned PRC subsidiary of Antelope (HK) , is referred to as “Antelope (Chengdu),” Vast Elite Limited,
a Hong Kong company and wholly owned subsidiary of Success Winner, is referred to as “Vast Elite,” Chengdu Future Talented
Management and Consulting Co., Ltd. , a wholly-owned PRC subsidiary of Vast Elite, is referred to as “Chengdu Future”.
This information is provided so that the investors to clarify our disclosure as it relates to the various entities in our corporate structure.
Currently, we have four indirectly held subsidiaries in mainland China, Hengda and Hengdali, both of which manufacture ceramic titles;
Antelope Chengdu which is engaged in computer consulting and software development; and Chengdu Future which is engaged in business management
and consulting services.

Prospectus Summary, page 3

4. In your summary of risk factors, disclose the risks
that your corporate structure and being based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion
of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and
uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice;
and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or
the value of your common stock. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control
over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or
be worthless.

Response:
The Company respectfully acknowledges the Staff’s comment and has added the following language to the Summary of Risk Factors
on page 4:

United States Securities and Exchange Commission

September  27, 2021

Page 4

Risks Factors

•	     Recent
regulatory developments in China may subject us to additional regulatory review and disclosure requirement, expose us to government interference,
or otherwise restrict our ability to offer securities and raise capital outside China, all of which could materially and adversely affect
our business and the value of our securities.

•	     Our
Ordinary Shares may be delisted under the HFCA Act if the PCAOB is unable to inspect our auditors with presence in China, and the delisting
of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.

•	     The
PRC government has significant influence over companies with China-based operations by enforcing existing rules and regulation,
adopting new ones, or changing relevant industrial policies in a manner that may materially increase our compliance cost, change relevant
industry landscape or otherwise cause significant changes to our business operations in China, which could result in material and adverse
changes in our operations and cause the value of our securities to significantly decline or be worthless.

5. Disclose each permission that you, your subsidiaries
or your VIEs, if any, are required to obtain from Chinese authorities to operate and issue these securities to foreign investors. State
whether you, your subsidiaries, or VIEs, if any, are covered by permissions requirements from the CSRC, CAC or any other entity that
is required to ap

United States securities and exchange commission logo
August 31, 2021
Meishuang Huang
Chief Executive Officer
Antelope Enterprise Holdings Ltd
Jinjiang Hengda Ceramics Co., Ltd.
Junbing Industrial Zone, Jinjiang City
Fujian Province, PRC
Re:Antelope Enterprise Holdings Ltd
Registration Statement on Form F-3
Filed August 13, 2021
File No. 333-258782
Dear Ms. Huang:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-3 filed August 13, 2021
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a British Virgin Islands holding company with operations
conducted by your subsidiaries based in China and that this structure involves unique risks
to investors.  Provide a cross-reference to your detailed discussion of risks facing the
company and the offering as a result of this structure.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China.  Your disclosure
should make clear whether these risks could result in a material change in your operations

 FirstName LastNameMeishuang Huang
 Comapany NameAntelope Enterprise Holdings Ltd
 August 31, 2021 Page 2
 FirstName LastName
Meishuang Huang
Antelope Enterprise Holdings Ltd
August 31, 2021
Page 2
and/or the value of your common stock or could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.  Your disclosure should address how
recent statements and regulatory actions by China’s government, such as those related to
the use of variable interest entities and data security or anti-monopoly concerns, has or
may impact the company’s ability to conduct its business, accept foreign investments, or
list on an U.S. or other foreign exchange.  Your prospectus summary should address, but
not necessarily be limited to, the risks highlighted on the prospectus cover page.
3.Clearly disclose how you will refer to the holding company, subsidiaries, and other
entities when providing the disclosure throughout the document so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are
conducting the business operations.  Refrain from using terms such as “we” or “our” when
describing activities or functions of a subsidiary or other entities.  Disclose clearly the
entity (including the domicile) in which investors are purchasing their interest.
Prospectus Summary, page 3
4.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus.  For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your common stock.  Acknowledge any risks that any actions by the Chinese government
to exert more oversight and control over offerings that are conducted overseas and/or
foreign investment in China-based issuers could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
5.Disclose each permission that you, your subsidiaries or your VIEs, if any, are required to
obtain from Chinese authorities to operate and issue these securities to foreign investors.
State whether you, your subsidiaries, or VIEs, if any, are covered by permissions
requirements from the CSRC, CAC or any other entity that is required to approve of the
VIE’s operations, and state affirmatively whether you have received all requisite
permissions and whether any permissions have been denied.

 FirstName LastNameMeishuang Huang
 Comapany NameAntelope Enterprise Holdings Ltd
 August 31, 2021 Page 3
 FirstName LastName
Meishuang Huang
Antelope Enterprise Holdings Ltd
August 31, 2021
Page 3
6.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate your auditor, and that as a result an exchange may determine to delist your
securities. If the PCAOB has been or is currently unable to inspect your auditor, revise
your disclosure to so state.
7.Provide a clear description of how cash is transferred through your organization.  Quantify
any cash flows and transfers of other assets by type that have occurred between the
holding company and its subsidiaries, and direction of transfer.  Quantify any dividends or
distributions that a subsidiary has made to the holding company and which entity made
such transfer, and their tax consequences.  Similarly quantify dividends or distributions
made to U.S. investors, the source, and their tax consequences.  Describe any restrictions
on foreign exchange and your ability to transfer cash between entities, across borders, and
to U.S. investors.  Describe any restrictions and limitations on your ability to distribute
earnings from your businesses, including subsidiaries , to the parent company and U.S.
investors.
Risk Factors, page 5
8.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your common stock.  Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
9.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain how this oversight impacts your business and your
offering and to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.

 FirstName LastNameMeishuang Huang
 Comapany NameAntelope Enterprise Holdings Ltd
 August 31, 2021 Page 4
 FirstName LastName
Meishuang Huang
Antelope Enterprise Holdings Ltd
August 31, 2021
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 or Anne Parker, Office
Chief, at (202) 551-3611 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ralph V. De Martino

CORRESP
1
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China Ceramics Co., Ltd.

c/o Jinjiang Hengda Ceramics Co., Ltd.

Junbing Industrial Zone, Anhai, Jinjiang
City,

Fujian Province, People’s Republic
of China

October 1, 2020

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: Request for Acceleration

China Ceramics Co., Ltd - Registration
Statement on Form F-3

SEC File No. 333-248998

Pursuant to Rule 461
of the Securities Act of 1933, as amended (the “Securities Act”), China Ceramics Co., Ltd. (the “Company”),
respectfully requests that the effective date of its Registration Statement on Form F-3 (File No. 333-248998) (“Registration
Statement”) be accelerated and that such Registration Statement become effective at 4:30P.M., Washington, D.C. time, on October
5, 2020, or as soon thereafter as practicable.

Very truly yours,

China Ceramics Co., Ltd.

/s/ Edmund Hen Man

Name:        Edmund
Hen Man

Title: Chief Financial Officer

United States securities and exchange commission logo
September 29, 2020
Edmund Hen Man
Chief Financial Officer
China Ceramics Co., Ltd
Junbing Industrial Zone
Anhai, Jinjiang City, Fujian Province, PRC
Re:China Ceramics Co., Ltd
Registration Statement on Form F-3
Filed September 23, 2020
File No. 333-248998
Dear Mr. Hen Man:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

China Ceramics Co., Ltd.

c/o Jinjiang Hengda Ceramics Co., Ltd.

Junbing Industrial Zone, Anhai

Jinjiang City, Fujian Province

People’s Republic of China

June 11, 2020

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Thomas Jones, Esq.

 Re: Request for Acceleration

China Ceramics Co., Ltd. -
Registration Statement on Form F-3

Filed June
2, 2020

File
No. 333-238885

Dear Mr. Jones,

Pursuant to Rule 461
of the Securities Act of 1933, as amended (the “Securities Act”), China Ceramics Co., Ltd. (the “Company”),
respectfully requests that the effective date of its Registration Statement on Form F-3 (File No. 333-238885) (“Registration
Statement”) be accelerated and that such Registration Statement become effective at 4:00P.M., Washington, D.C. time, on June
15, 2020, or as soon thereafter as practicable.

    Very truly yours,

    China Ceramics Co., Ltd.

    /s/ Edmund Hen Man

    Name:  Edmund Hen Man

    Title:   Chief Financial Officer

United States securities and exchange commission logo
June 9, 2020
Huang Meishuang
Chief Executive Officer
China Ceramics Co., Ltd.
c/o Jinjiang Hengda Ceramics Co., Ltd.
Junbing Industrial Zone, Anhia
Jinjiang City, Fujian Province, PRC
Re:China Ceramics Co., Ltd
Registration Statement on Form F-3
Filed June 2, 2020
File No. 333-238885
Dear Mr. Meishuang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ralph V. De Martino, Esq.

CORRESP
1
filename1.htm

China Ceramics Co., Ltd.

c/o Jinjiang Hengda Ceramics Co., Ltd.

Junbing Industrial Zone, Anhai, Jinjiang
City,

Fujian Province, People’s Republic
of China

November 15, 2018

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: Request for Acceleration

China Ceramics Co., Ltd -
Registration Statement on Form F-3, as amended to date

SEC File No. 333-228182

Dear Sirs:

Pursuant to Rule
461 of the Securities Act of 1933, as amended (the “Securities Act”), China Ceramics Co., Ltd. (the
 “Company”), respectfully requests that the effective date of its Registration Statement on Form F-3 (File No.
333-228182) (“Registration Statement”) be accelerated and that such Registration Statement become effective at
4:30P.M., Washington, D.C. time, on November 19, 2018, or as soon thereafter as practicable.

    Very truly yours,

    China Ceramics Co., Ltd.

    /s/ Edmund
    Hen Man

    Name:
    Edmund Hen Man

    Title:
    Chief Financial Officer

November 15, 2018
Edmund Hen
Chief Financial Officer
China Ceramics Co., Ltd
c/o Jinjiang Hengda Ceramics Co., Ltd.
Junbing Industrial Zone, Anhia
Jinjiang City, Fujian Province, PRC
Re:China Ceramics Co., Ltd
Registration Statement on Form F-3
Filed November 5, 2018
File No. 333-228182
Dear Mr. Hen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Frank Pigott at 202-551-3570 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

China Ceramics Co., Ltd.

c/o Jinjiang Hengda Ceramics Co., Ltd.

Junbing Industrial Zone, Anhai, Jinjiang
City,

Fujian Province, People’s Republic
of China

May 15, 2018

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Attention: Jay Ingram, Legal Branch Chief

Sergio Chinos, Staff Attorney

 Re: Request
                                         for Acceleration

China Ceramics Co.,
Ltd - Registration Statement on Form F-3, as amended to date

SEC File No. 333-224302

Dear Sirs:

Pursuant to Rule 461
of the Securities Act of 1933, as amended (the “Securities Act”), China Ceramics Co., Ltd. (the “Company”),
respectfully requests that the effective date of its Registration Statement on Form F-3 (File No. 333-224302) (“Registration
Statement”) be accelerated and that such Registration Statement become effective at 4:30P.M., Washington, D.C. time, on May
17, 2018, or as soon thereafter as practicable.

    Very truly yours,

    China
    Ceramics Co., Ltd.

    /s/ Edmund Hen Man

    Name:  Edmund Hen
    Man

    Title:   Chief
    Financial Officer

CORRESP
1
filename1.htm

    Schiff
    Hardin LLP

    901
    K Street NW

    Suite
    700

    Washington,
    DC 20001

    T
    202.778.6400

    F
    202.778.6460

    schiffhardin.com

        May 9, 2018

    Alec F. Orudjev

    (202) 724.6846

    aorudjev@schiffhardin.com

VIA SEC EDGAR

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Jay Ingram, Legal Branch Chief

Sergio Chinos, Attorney-Advisor

 Re: China Ceramics Co., Ltd.

Registration Statement on Form F-3

Filed April 16, 2018

File No. 333-224302

Dear Mr. Chinos:

This letter sets forth
the response of China Ceramics Co. Ltd. (the “Company”) to the comment letter dated May 1, 2018 of the staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Registration Statement on Form F-3 filed on April 16, 2018 (the “Registration Statement”).
The Staff comment is reproduced below and followed by the Company’s response.

Form F-3 filed April 16, 2018

General

1.      We note that your registration
statement contains audited financial statements for the fiscal year ended December 31, 2016. Please be advised that we cannot accelerate
the effective date of your registration statement until you have updated your financial statements in accordance with Item 8.A
of Form 20-F. Please see Item 5(b)(2) of Form F-3.

Response:
     Please note the Company’s audited financial statements for the fiscal year ended
December 31, 2017 were filed as a part of the Company’s Annual Report on Form 20-F filed with the SEC on May 4, 2018
(the “20-F”), and have been incorporated by referenced into the Registration Statement. The
Company’s Pre-Effective Amendment No. 1 to the Registration Statement filed with the SEC on May 9, 2018 includes
certain minor updates, including, without limitation, updated references to the December 31, 2017 audited financial
statements. In addition, this amended filing also includes the Company’s independent auditors’ consent for
incorporation by reference of their audits of the consolidated financial statements as of December 31, 2017 and 2016,
respectively, which appears in the 20-F.

**************

May 9, 2018

Page 2

Please feel free to contact the undersigned
at 202-724-6846 with any questions.

    Very truly yours,

    /s/ F. Alec Orudjev

 Cc: Hen Man Edmund, CFO

Ralph V. De Martino, Esq., Schiff Hardin
LLP

May 1, 2018
Edmund Hen
Chief Financial Officer
China Ceramics Co., Ltd
Junbing Industrial Zone, Anhai, Jinjiang City
Fujian Province, PRC
Re:China Ceramics Co., Ltd
Registration Statement on Form F-3
Filed April 16, 2018
File No. 333-224302
Dear Mr. Hen:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-3 filed April 16, 2018
General
1.We note that your registration statement contains audited financial statements for the
fiscal year ended December 31, 2016.  Please be advised that we cannot accelerate the
effective date of your registration statement until you have updated your financial
statements in accordance with Item 8.A of Form 20-F.  Please see Item 5(b)(2) of Form F-
3.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameEdmund Hen
 Comapany NameChina Ceramics Co., Ltd
 June 16, 2017 Page 2
 FirstName LastName
Edmund Hen
China Ceramics Co., Ltd
May 1, 2018
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 or Jay Ingram, Legal
Branch Chief, at (202) 551-3397 with any questions.
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

China Ceramics Co., Ltd

Junbing Industrial Zone, Anhai, Jinjiang
City, Fujian Province, PRC

October 13, 2015

Division of Corporate Finance

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: China Ceramics Co. Ltd.

Registration Statement on Form F-3 (File No. 333-206516)

  (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461
of the Securities Act of 1933, as amended, China Ceramics Co. Ltd. (the “Company”), respectfully requests that the
effective date of its Registration Statement be accelerated and that such Registration Statement become effective at 4:00 P.M.,
Washington, D.C. time, on October 15, 2015, or as soon thereafter as practicable.

The Company hereby
acknowledges to the Securities and Exchange Commission (the “Commission”) that:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, 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 proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    China Ceramics Co. Ltd.

    /s/ Edmind Hen

    By:
    Edmind Hen

    Chief Financial Officer

CORRESP
1
filename1.htm

        Schiff Hardin LLP

        901 K Street N.W.

        Suite 700

        Washington, DC 20001

        T 202.778.6400

        F 202.778.6460

    schiffhardin.com

        Ralph V. De Martino

        202.724.6848

        rdemartino@schiffhardin.com

September 23, 2015

VIA SEC EDGAR

Division of Corporation
Finance

United States Securities
and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Jay Ingram, Legal Branch Chief

    Asia Timmons-Pierce, Staff Attorney

    Re:
    China Ceramics Co., Ltd.

    Registration Statement on Form F-3

    Filed August 21, 2015

    File No. 333-206516 (the “F-3 Filing”)

Dear Mr. Ingram:

On behalf of China
Ceramics Co., Ltd. (the “Company”), we are writing in response to the comments of the staff of the Commission (the
“Staff”) on the F-3 Filing as transmitted by a letter dated September 17, 2015 (the “Comment Letter”) to
Edmund Hen, Chief Financial Officer of the Company. The answers set forth herein refer to each of the Staff’s comments by
number. This letter sets forth the Company’s proposed disclosures and responses to the Comment Letter. For your convenience,
we have restated the comments from the Comment Letter below, followed by the Company’s responses. An amended filing to the
F-3 Filing (the “Amended F-3 Filing”) reflecting changes in response to your comments is being filed today via the
Commission’s EDGAR system.

Exhibit 5.1

1.	The opinion
appears to qualify counsel’s expertise to the laws of the British Virgin Islands. Please note that an opinion of counsel
with respect to a jurisdiction in which counsel is not admitted to practice is acceptable so long as the opinion is not qualified
as to jurisdiction. Please file a new legality opinion (i) from counsel that is admitted to practice in the states of the laws
governing the Indentures and warrant agreement or (ii) that does not include inappropriate qualifications pertaining to counsel’s
expertise. See Section II.B.3.b. of Staff Legal Bulletin No.19.

Response:	A
copy of the revised Exhibit 5.1 legal opinion addressing the above comment is filed as an exhibit to the Amended F-3 Filing. In
addition, this firm filed a separate legal opinion (Exhibit 5.2) that addresses the comment above.

**************

September 23, 2015

Page 2

Please feel free to
contact the undersigned at 202-724-6848 with any questions.

    Very truly yours,

    /s/
    Ralph V. De Martino

    Ralph V. De Martino

    Cc:
    Edmund Hen, CFO

    Alec Orudjev, Esq., Schiff Hardin LLP

Mail Stop 4631

September 17, 2015

Via E -mail
Mr. Edmund Hen
Chief Financial Officer
China Ceramics Co., Ltd
Junbing Industrial Zone, Anhai, Jinjiang City, Fujian Province, PRC

Re: China Ceramics Co., Ltd
Amendment No. 1 to Registration Statement on Form 3
Filed September 15, 2015
  File No. 333-206516

Dear Mr. Hen :

We have reviewed the above -captioned filing and have the following comments .

Exhibit 5.1

1. The opinion appears to qualify counsel’s expertise to the laws of the British Virgin Islands.
Please note that an opinion of c ounsel with respect to a jurisdiction in which counsel is not
admitted to practice is acceptable so long as the opinion is not qualified as to jurisdiction.
Please file a new legality opinion (i) from counsel that is admitted to practice in the states of
the laws governing the Indentures and warrant agreement or (ii) that does not include
inappropriate qualifications pertaining to counsel’s expertise. See Section II.B.3.b. of Staff
Legal Bulletin No.19.

Please contact Asia Timmons -Pierce, Staff Attorney , at (202) 551 -3754 or me at (202)
551- 3397 with any other questions.

Sincerely,

/s/ Jay Ingram

Jay Ingram
Legal B ranch Chief
Office of Manufacturing and Construction

cc: Ralph V. De Martino  (via e -mail)
      Schiff Hardin LLP

CORRESP
1
filename1.htm

        Schiff Hardin LLP

        901 K Street N.W.

        Suite 700

        Washington, DC 20001

        T 202.778.6400

        F 202.778.6460

    schiffhardin.com

        Ralph V. De Martino

        202.724.6848

        rdemartino@schiffhardin.com

September 15, 2015

VIA SEC EDGAR

Division of Corporation
Finance

United States Securities
and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Jay Ingram, Legal Branch Chief

    Asia Timmons-Pierce, Staff Attorney

    Re:
    China Ceramics Co., Ltd.

    Registration Statement on Form F-3

    Filed August 21, 2015

    File No. 333-206516 (the “F-3 Filing”)

Dear Mr. Ingram:

On behalf of China
Ceramics Co., Ltd. (the “Company”), we are writing in response to the comments of the staff of the Commission (the
“Staff”) on the F-3 Filing as transmitted by a letter dated September 8, 2015 (the “Comment Letter”) to
Edmund Hen, Chief Financial Officer of the Company. The answers set forth herein refer to each of the Staff’s comments by
number. This letter sets forth the Company’s proposed disclosures and responses to the Comment Letter. For your convenience,
we have restated the comments from the Comment Letter below, followed by the Company’s responses. An amended filing to the
F-3 Filing (the “Amended F-3 Filing”) reflecting changes in response to your comments is being filed today via the
Commission’s EDGAR system.

Exhibit 5.1

1.	Please obtain
and file a revised legality opinion that opines on whether the debt securities will be a binding obligation of the registrant under
the law of the jurisdiction governing the indenture agreement. We note that the form of indenture agreement filed as Exhibit 4.5
indicates that the indenture and the debt securities will be governed by, and construed in accordance with, the internal laws of
the State of New York. For guidance, please refer to Section II.B.1.f. of Staff Legal Bulletin 19.

Response:	A
copy of the revised Exhibit 5.1 legal opinion addressing the above comment is filed as an exhibit to the Amended F-3 Filing.

September 15, 2015

Page 2

2.	Please obtain
and file a revised legality opinion that opines whether the warrants will be a binding obligation of the registrant under the law
of the jurisdiction governing the w arrant agreement.

Response:	A
copy of the revised Exhibit 5.1 legal opinion addressing the above comment is filed as an exhibit to the Amended F-3 Filing.

**************

Please feel free to
contact the undersigned at 202-724-6848 with any questions.

    Very truly yours,

    /s/
    Ralph V. De Martino

    Ralph V. De Martino

    Cc:
    Edmund Hen, CFO

    Alec Orudjev, Esq., Schiff Hardin LLP

Mail Stop 4631

September 8, 2015

Via E -mail
Mr. Edmund Hen
Chief Financial Officer
China Ceramics Co., Ltd
Junbing Industrial Zone, Anhai, Jinjiang City, Fujian Province, PRC

Re: China Ceramics Co., Ltd
  Registration Statement on Form F-3
Filed  August 21, 2015
  File No.  333-206516

Dear Mr. Hen :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have additional comments.

Exhibit 5.1

1. Please obtain and file a revised legality opinion that opines on whether the debt securities
will be a binding obligation of the registrant under the law of the jurisdiction governing the
indenture agreement.   We note that the  form of indenture agreement filed as Exhibit 4.5
indicates that  the indenture and the debt securities will be governed by, and construed in
accordance with, the internal laws of the State of New York .  For guidance, please refer to
Section II.B.1.f. of Staff Legal Bulletin 19.

2. Please obtain and file a revised legality opinion that opines whether the warrants will be a
binding obligation of the registrant under the law of the jurisdiction governing the w arrant
agreement.

Mr. Edmund Hen
China Ceramics Co., Ltd
September 8, 2015
Page 2

 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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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 event you request acceleratio n of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not fo reclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, 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 proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Mr. Edmund Hen
China Ceramics Co., Ltd
September 8, 2015
Page 3

 Please contact Asia Timmons -Pierce, Staff Attorney,  at (202) 551 -3754 or me at (202)
551- 3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal B ranch Chief
Office of Manufacturing and
Construction

cc: Ralph V. De Martino  (via e -mail)
      Schiff Hardin LLP

November 15, 2011
 Via E-mail

Mr. Hen Man Edmund Chief Financial 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 20-F for the Fiscal Ye ar ended December 31, 2010
Filed April 4, 2011
  File No. 1-34944

Dear Mr. Hen:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Rufus Decker   Rufus Decker
Accounting Branch Chief
cc: Via E-mail

 Mr. Jaszick Maldonado  Loeb & Loeb LLP

CORRESP
1
filename1.htm

    Unassociated Document

Giovanni Caruso

Partner

345 Park Avenue

New York, NY  10154

Direct   212.407.4866

Main      212.407.4000

Fax         212.937.3943

gcaruso@loeb.com

November 3, 2011

Rufus Decker

Accounting Branch Chief

Division of Corporate Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:

China Ceramics Co., Ltd.

Form 20-F for the Year ended December 31, 2010

Filed April 4, 2011

File No. 1-34944

Dear Mr. Decker:

On behalf of our client, China Ceramics Co., Ltd., a British Virgin Islands company (the “Company”), we hereby provide responses (the “Response Letter”) to comments issued in a letter dated October 20, 2011 (the “Staff Letter”) regarding the Company’s Annual Report on Form 20-F for the year ended December 31, 2010 (the “Annual Report”) filed April 4, 2011.

In order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the Response Letter, we responded, on behalf of the Company, to each of the comments set forth in the Staff Letter, on a point-by-point basis.  The numbered paragraphs set forth below correspond to the numbered paragraphs in the Staff Letter.

[remainder of page intentionally left blank]

Los Angeles    New York    Chicago    Nashville   Washington, DC   Beijing    www.loeb.com

A limited liability partnership including professional corporations

Rufus Decker

Securities and Exchange Commission

November 3, 2011

Page  2

Form 20-F for the Year Ended December 31, 2010

General

1.

Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like. These revisions should be included in your future filings.

COMPANY RESPONSE: The Company acknowledges that, where a comment below requests additional disclosures or other revisions to be made, that it will include in this Response Letter what the revisions will look like, and undertakes to include such revisions in its future filings.

Item 4 – Information on the Company, page 21

D. Property, Plant and Equipment, page 44

2.

You disclose that you collectively own six buildings in Jinjiang, Fujian Province with three other companies. Please tell us and revise your accounting policy disclosures to clarify how you are accounting for these properties. In addition, disclose the amounts that you have recorded related to these properties.

COMPANY RESPONSE: The Company recorded the fixed assets according to the amount it paid for our part of the buildings, which represents its interests in the buildings arising from the contracts that it entered into with the other owners of the building. Buildings are depreciated over their expected useful lives of 40 years. The original cost of the related fixed assets was RMB 3,363,025, the accumulated depreciation as of December 31, 2010 was RMB 969,993, and the net book value as of December 31, 2010 was RMB 2,393,032.

The Company undertakes to include the following statement in its Annual Report on Form 20-F for the year ending December 31, 2011 under Item 4D, Property, Plant and Equipment:

Together with three other companies, we collectively own six buildings comprised of one office building and five workshops in Jinjiang, Fujian Province. We recorded the related fixed assets in proportion to the amount we paid for our part of the buildings, which represents our interests in the buildings. As co-owners of these six buildings under the relevant Building Ownership Certificate, all co-owners have collective rights and obligations to the jointly-owned property under PRC law, and typically the disposal of such jointly owned property by one owner without the consent of all other owners is prohibited.

The Company undertakes to include the following statement in its Annual Report on Form 20-F for the year ending December 31, 2011 under Financial Statements, Summary of significant accounting policies, Notes for Property, plant and equipment:

Rufus Decker

Securities and Exchange Commission

November 3, 2011

Page  3

For the buildings owned collectively by the Company and three other companies, the cost of the buildings are stated in proportion to the amount paid by the Company for its part of the buildings, which represents the Company’s interests in the buildings. Buildings are depreciated over their expected useful lives of 40 years.

The Company also undertakes to disclose the related original cost and accumulated depreciation amount of these buildings under Financial Statements, Notes for Property, Plant and Equipment.

Item 15 – Controls and Procedures, page 97

Management’s Annual Report on Internal Control over Financial Reporting, page 97

3.

Please revise your disclosure within management’s report on internal control over financial reporting to present a statement of management’s responsibility for establishing and maintaining adequate internal control over financial reporting. See Item 15(b)(1) of the Form 20-F requirements.

COMPANY RESPONSE: The Company undertakes to include the following statement in its Annual Report on Form 20-F for the year ending December 31, 2011 under Item 15 within management’s report on internal control over financial reporting:

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934.

Item 18 – Financial Statements, page 102

Note 20 – Share Capital, page F-31

4.

Please tell us and revise your disclosures to clarify how you have accounted for the contingent shares that were placed in escrow and will be released in the event certain earnings and stock price thresholds are achieved.

COMPANY RESPONSE: The contingent shares arrangement was part of the consideration in the recapitalization which occurred in 2009.

For related accounting treatment, we reviewed IFRS 3 (old version) and noted that IFRS 3 (old version) does not explicitly explain the treatment of a contingent shares arrangement in a recapitalization. We then reviewed IFRS 3R. IFRS 3R, Section 3.58, states that “changes resulting from events after the acquisition date, such as meeting an earnings target, reaching a specified share price or reaching a milestone on a research and development project, are not measurement period adjustments” and “Contingent consideration classified as equity shall not be remeasured and its subsequent settlement shall be accounted for within equity.”

Rufus Decker

Securities and Exchange Commission

November 3, 2011

Page  4

In addition, we also make reference to the guidance provided in the Accounting Research Manager, published by CCH, which states: “Since contingent shares would be issued to the accounting acquirer, they would be accounted for similarly to a stock dividend and would be included in earnings per share from date of issue.”

Based on the above, we accounted for the settlement of contingent shares as a debit to Share premium and a credit to Share capital (within equity).

The Company undertakes to include the following statement in its Annual Report on Form 20-F for the year ending December 31, 2011 under Financial Statements, Notes for Share Capital:

The issuance of the contingent shares is accounted for as a stock dividend.

[Signature Page Follows]

Rufus Decker

Securities and Exchange Commission

November 3, 2011

Page  5

Your prompt attention to this filing would be greatly appreciated. Should you have any questions concerning any of the foregoing please contact me by telephone at (212) 407-4866.

Sincerely,

/s/ Giovanni Caruso

Giovanni Caruso

Loeb & Loeb LLP

CORRESP
1
filename1.htm

    Unassociated Document

China Ceramics Co., Ltd.

c/o Jinjiang Hengda Ceramics Co., Ltd.

Junbing Industrial Zone

Anhai, Jinjiang City

Fujian Province, PRC

November 3, 2011

Rufus Decker

Accounting Branch Chief

Division of Corporate Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:

China Ceramics Co., Ltd.

Form 20-F for the Year ended December 31, 2010

Filed April 4, 2011

File No. 1-34944

China Ceramics Co., Ltd. (the “Company”) hereby acknowledges that, in connection with the letter submitted by Loeb & Loeb LLP on behalf of the Company in response to comments issued by the staff (the “Staff’) of the Securities and Exchange Commission (the “Commission”) in a letter dated October 20, 2011 regarding the Company’s Annual Report on Form 20-F filed April 4, 2011:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

CHINA CERAMICS CO., LTD.

By:

/s/ Hen Man Edmund

Name:
Hen Man Edmund

Title:
Chief Financial Officer

October 20, 2011
 Via E-mail

Mr. Hen Man Edmund Chief Financial 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 20-F for the Year ended Decemb er 31, 2010
Filed April 4, 2011
  File No. 1-34944

Dear Mr. Hen:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 20-F for the Year Ended December 31, 2010

 General

 1. Where a comment below requests additional disclosures or other revisions to be made, please
show us in your supplemental response what th e revisions will look lik e.  These revisions
should be included in your future filings.
 Item 4 – Information on the Company, page 21

 D. Property, Plant and Equipment, page 44

 2. You disclose that you collectively own six build ings in Jinjiang, Fujian Province with three
other companies.  Please tell us and revise your accounting policy disc losures to clarify how

Mr. Hen Man Edmund China Ceramics Co., Ltd. October 20, 2011 Page 2

 you are accounting for these properties.  In addition, disclose the amounts that you have
recorded related to these properties.
 Item 15 – Controls a nd Procedures, page 97

 Management’s Annual Report on Internal C ontrol over Financial Reporting, page 97

 3. Please revise your disclosure w ithin management’s re port on internal control over financial
reporting to present a statement of manage ment’s responsibility for establishing and
maintaining adequate internal c ontrol over financial reporting.  See Item 15(b)(1) of the Form
20-F requirements.
 Item 18 – Financial Statements, page 102

 Note 20 – Share Capital, page F-31

4. Please tell us and revise your disclosure s to clarify how you have accounted for the
contingent shares that were placed in escrow  and will be released in the event certain
earnings and stock price th resholds are achieved.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. Hen Man Edmund China Ceramics Co., Ltd. October 20, 2011 Page 3

 You may contact Jeffrey Gor don, Staff Accountant, at (202)  551-3866 or, in his absence,
Jeanne Baker, Assistant Chief Accountant, at  (202) 551-3691 if you have questions regarding
these comments.        Sincerely,   /s/ Rufus Decker       Rufus Decker  Accounting Branch Chief  cc: Via E-mail

 Mr. Jaszick Maldonado  Loeb & Loeb LLP

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

       DIVISION OF
CORPORATION FINANCE

    August 13, 2010

Via Facsimile (212) 407-4990 and U.S. Mail

China Ceramics, Co., Ltd.  Loeb & Loeb LLP 345 Park Avenue New York, NY 10154
 Re: China Ceramics Co., Ltd.
 Schedule TO-I/A
 Filed August 11, 2010   File No. 005-85253

Dear Mr. Caruso:
We have limited our review of your amended filing and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Schedule TO-I/A

Exhibit 99(a)(1)(A):  Offer to Exchange

Cover page

1. We note the response to prior comment 3.  Please revise to specify the book value per share as of the most recent balance sheet date.  Refer to Item 1010(c) of Regulation M-A.

Giovanni Caruso, Esq.
Loeb & Loeb LLP
August 13, 2010 Page 2
2. We refer to your response to prior comment 5.  Supplementally advise us of the
percentage of warrants beneficially owned by each of the 12 persons who executed lock-up agreements.

* * *

As appropriate, please amend your filing in response to these comments.  Please
electronically submit a cover letter with your amendment that keys your responses to our comments.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all material information to investors.  Since the bidder is in possession of all facts relating to its disclosure, it is responsible for the accuracy and adequacy of the disclosures it has made.
  In connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
   In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.

Giovanni Caruso, Esq.
Loeb & Loeb LLP August 13, 2010 Page 3
Please direct any questions to me at (202) 551-3757.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code:
20549-3628.
       S i n c e r e l y ,
         M e l l i s s a  C a m p b e l l  D u r u         Special Counsel        Office of Mergers & Acquisitions  Cc: (via facsimile) Giovanni Caruso, Esq.    Loeb & Loeb, LLP

CORRESP
1
filename1.htm

    Unassociated Document

    August
16, 2010

              Melissa Campbell Duru

              Securities
      and Exchange Commission

              100
      F. Street, N.E.

              Washington,
      D.C. 20549-3628

              Mail
      Stop 3030

              Re:

                China
      Ceramics Co., Ltd.

                Schedule
      TO-I/A

                Filed
      August 11, 2010

                File
      No. 005-85253

    Dear Ms. Duru:

    On behalf
of our client, China Ceramics Co., Ltd., a British Virgin Islands business
company (the “Company”), we hereby provide responses to comments issued in a
letter dated August 13, 2010 (the “Staff’s Letter”) regarding the Company’s
Schedule TO-I/A and related exhibits (the “Tender Offer
Documents”).

    In order
to facilitate the review by the Commission’s staff (the “Staff”) of the Tender
Offer Documents, we have responded, on behalf of the Company, to each of the
comments set forth in the Staff’s Letter, on a point-by-point
basis.  The numbered paragraphs set forth below respond to the Staff’s
comments and correspond to the numbered paragraphs in the Staff’s
Letter.

    The
Company’s responses to the Staff’s comments set forth in the Staff’s Letter are
as follows:

    Schedule
TO-I/A

    Exhibit 99(a)(1)(A). Offer
to Exchange

    Cover
page

              1.

              We
      note the response to prior comment 3.  Please revise to specify
      book value per share as of the most recent balance sheet
      date.  Refer to Item 1010(c) of Regulation
  M-A.

    COMPANY
RESPONSE: Changes in response to the Staff’s comment have been made in the Offer
Letter under “The Offer, Section 9. Financial Information Regarding the
Company.”

      Warrant Holder Lock Up
Agreements, page 13

              2.

              We
      refer to your response to prior comment 5.  Supplementally
      advise us of the percentage of warrants beneficially owned by each of the
      12 persons who executed lock-up
arrangements.

    COMPANY
RESPONSE: The below table indicates the percentage of warrants beneficially
owned by each of the persons who signed lock-up arrangements with the
Company.

              Name

              Relationship
      to Company

              Warrants
      Subject to Lock-Up

              Percentage
      of Total Outstanding Warrants

              Steven
      Oliveira (1)

              None

            1,970,000

            13.54
            %

              Clear
      Harbor Asset Management, LLC

              None

            1,039,600

            7.14
            %

              Bradley
      Radoff

              None

            415,000

            2.85
            %

              Greenstone
      Value Opportunity Fund

              None

            400,000

            2.75
            %

              Clear
      Harbor Asset Management, LLC

              None

            393,400

            2.70
            %

              Perry
      J. Radoff, PC, Profit Sharing Plan

              None

            345,000

            2.37
            %

              Paul
      Kelly

              Non-Executive
      Chairman and Director

            941,875

            6.47
            %

              Cheng
      Yan Davis

              Director

            99,000

            0.68
            %

              James
      D. Dunning, Jr.

              Former
      Officer or Director

            941,875

            6.47
            %

              Alan
      G. Hassenfeld

              Former
      Officer or Director

            495,000

            3.40
            %

              Xiao
      Feng

              Former
      Officer or Director

            49,500

            0.34
            %

              Gregory
      E. Smith

              Former
      Officer or Director

            123,750

            0.85
            %

              TOTAL

            7,214,000

            49.57
            %

    (1) Mr.
Oliveira has beneficial ownership of the shares owned by Chardan SPAC Asset
Management, Steven M. Oliveira 1998 Charitable Remainder Unitrust and Steven M.
Oliveira Roth IRA.

    In
addition, included herewith is a written statement by the Company in which it
acknowledges that:

              ·

              The
      company is responsible for the adequacy and accuracy of the disclosure in
      the filings;

              ·

              Staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filings; and

              ·

              the
      company may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    Thank you
for your time and attention to this filing.  Should you have any
questions concerning any of the foregoing please contact me by telephone at
(212) 407-4866.

    Sincerely,

    /s/
Giovanni Caruso

    Giovanni
Caruso

    Loeb & Loeb LLP

    CHINA
CERAMICS CO., LTD.

    c/o
Jinjiang Hengda Ceramics Co., Ltd.

    Junbing
Industrial Zone

    Anhai,
Jinjiang City

    Fujian
Province, PRC

    August
16, 2010

              Melissa
      Campbell Duru

              Securities
      and Exchange Commission

              100
      F. Street, N.E.

              Washington,
      D.C. 20549-3628

              Mail
      Stop 3030

              Re:

                China
      Ceramics Co., Ltd.

                Schedule
      TO-I/A

                Filed
      August 11, 2010

                File
      No. 005-85253

    Dear Ms.
Duru:

    I am the
Chief Financial Officer of China Ceramics Co., Ltd., a British Virgin Islands
business company (the “Company”), writing for and on behalf of the
Company.  The Company hereby acknowledges that:

              ·

              the
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filing;

              ·

              staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              ·

              the
      Company may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    Sincerely,

    /s/ Hen
Man Edmund

    Hen Man
Edmund

    Chief
Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

    August 3, 2010

Via Facsimile (212) 407-4990 and U.S. Mail

China Ceramics, Co., Ltd.  Loeb & Loeb LLP 345 Park Avenue New York, NY 10154
 Re: China Ceramics Co., Ltd.
 Schedule TO-I
 Filed July 27, 2010   File No. 005-85253

Dear Mr. Nussbaum:
We have limited our review of your filing and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Schedule TO-I

Exhibit 99(a)(1)(A):  Offer to Exchange

Cover page

1. We note the highlighted text on the cover page disclosing that offers will not be made and tenders will not be accepted from holders in the specified jurisdictions outlined.  Please clarify, if true, that you are referring to a U.S. state and not a non-U.S. jurisdiction.  If not, please advise us how you are complying with the all-holders

Mitchell Nussbaum, Esq.
Loeb & Loeb LLP
August 3, 2010 Page 2
provision in Exchange Act Rule 13e-4(f)(8)(i).  We view Exchange Act Rule 13e-
4(f)(9)(ii) as permitting the exclusion of only those holders residing in a U.S. state where the issuer is prohibited from making the tender offer pursuant to applicable law.
2. Please update your disclosure throughout to disclose that the registration statement registering shares issuable upon exercise of the warrants was declared effective on July 29, 2010.
 Financial Information Regarding the Company, page 13

 3. Consistent with the requirements of Item 1010 (c) of Regulation M-A, please revise to include the summary financial statements required by that item.  Refer to the Division of Corporation Finance Manual of Publicly Available Telephone Interpretations, Third Supplement ( July 2001) at H.7 and  H.9 available at http://www.sec.gov/interps/telephone/phonesupplement3.htm#qih7

4. Please refer to our prior comment.  Please provide pro forma financial information in accordance with Item 1010(b) of Regulation M-A.   Alternatively, please explain why pro
forma financial statements are not material.
 Warrant Holder Lock Up Agreements, page 13

5. We note the lock up agreements entered into with respect to warrant holders who hold approximately 49.5% of the outstanding warrants.  Supplementally advise us of the negotiations that preceded the execution of the lock up agreements.  For example, advise us of the total number of persons contacted (i.e., including any persons who chose not to execute a lock up) and whether all persons who executed lock ups are accredited investors.  Also, please tell us whether you considered if a tender offer had commenced at the time of the negotiation and execution of the lock up agreements.

Extensions; Amendments, Conditions, Termination, page 14

6. As the filing persons are aware, a tender offer may be conditioned on a variety of events and circumstances, provided that they are not w ithin the direct or indirect control of the
bidder, and are drafted with sufficient specifi city to allow for objective verification of
whether or not the conditions have been satisfied.  Please refer to condition (A) on page 7 of the Offer to Exchange.  As drafted, disclosure regarding actions which “directly or indirectly challenge[] the making of the Offer …,” is overly broad.  In contrast, we note
that condition (A) on page 14 of the Offer to Exchange is appropriately limited by noting that the condition will be asserted if it is “reasonably expected” that the specified actions will directly or indirectly challenge the making of the Offer.  Please revise disclosure to consistently present condition (A) and ensure the condition incorporates an objective standard, such as a standard of reasonableness, against which the filing persons’ discretion may be judged.

Mitchell Nussbaum, Esq.
Loeb & Loeb LLP
August 3, 2010 Page 3

Additional Information;  Miscellaneous, page 17

7. Please revise to clarify that you will amend the Schedule TO to include material updates, inclusive of updated interim financial statements to the extent they are filed on Form 6-K or made publicly available in the British Virgin Islands.  We refer you to General Instruction F of Schedule TO and your obligation under Exchange Act Rule 13e-4(c)(3) to amend the Schedule to reflect a material change in the information previously disclosed.

* * *

As appropriate, please amend your filing in response to these comments.  Please
electronically submit a cover letter with your amendment that keys your responses to our comments.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all material information to investors.  Since the bidder is in possession of all facts relating to its disclosure, it is responsible for the accuracy and adequacy of the disclosures it has made.
  In connection with responding to our comments, please provide, in writing, a statement
from the bidder acknowledging that:
• the bidder  is responsible for the adequacy and accuracy of the disclosure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
• the bidder may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
   In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
Please direct any questions to me at (202) 551-3757.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code:  20549-3628.
       S i n c e r e l y ,

Mitchell Nussbaum, Esq.
Loeb & Loeb LLP August 3, 2010 Page 4
       M e l l i s s a  C a m p b e l l  D u r u
       Special Counsel        Office of Mergers & Acquisitions  Cc: (via facsimile) Mitchell S. Nussbaum, Esq.    Loeb & Loeb, LLP

CORRESP
1
filename1.htm

    Unassociated Document

    CHINA
CERAMICS CO., LTD.

    c/o
Jinjiang Hengda Ceramics Co., Ltd.

    Junbing
Industrial Zone

    Anhai,
Jinjiang City

    Fujian
Province, PRC

    July 27,
2010

    VIA EDGAR &
TELECOPY

    Pamela A.
Long

    Assistant
Director

    Securities
and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E. Mail Stop 4631

    Washington,
D.C. 20549

              RE:

              China
      Ceramics Co., Ltd. (the “Company”)

    Registration
Statement on Form F-1

                  (File No. 333-164784) (the “Registration
      Statement”)

    Dear Ms.
Long:

    The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 1:00
p.m. on July 29, 2010, or as soon thereafter as practicable.

    The
Company hereby acknowledges that:

              ·

              Should
      the Securities and Exchange Commission (the “Commission”) or the Staff,
      acting pursuant to delegated authority, declare the Registration Statement
      effective, it does not foreclose the Commission from taking any action
      with respect to the Registration
Statement;

              ·

              The
      action of the Commission or the Staff, acting pursuant to delegated
      authority, in declaring the Registration Statement effective, does not
      relieve the Company from its full responsibility for the adequacy and
      accuracy of the disclosure in the Registration Statement;
    and

              ·

              The
      Company may not assert Staff comments and the declaration of effectiveness
      as a defense in any proceeding initiated by the Commission or any person
      under the federal securities laws of the United
  States.

    [Signature
page follows]

                        Very
      truly yours,

                        CHINA
      CERAMICS CO., LTD.

                        By:

                        /s/Hen Man Edmund

                        Name:
       Hen Man Edmund

                        Title:
         Chief Financial
Officer

      Acceleration
Request:

      333-164984

CORRESP
1
filename1.htm

    Unassociated Document

    CHINA
CERAMICS CO., LTD.

    c/o
Jinjiang Hengda Ceramics Co., Ltd.

    Junbing
Industrial Zone

    Anhai,
Jinjiang City

    Fujian
Province, PRC

    July 15,
2010

    VIA
TELECOPY

    Pamela A.
Long

    Assistant
Director

    Securities
and Exchange Commission

    100 F
Street, NE Mail Stop 4631

    Washington,
D.C. 20549

            RE:

              China
      Ceramics Co., Ltd. (the “Company”)

              Registration Statement on Form
      F-1

              (File No. 333-164784)
      (the “Registration
Statement”)

    Ladies
and Gentlemen:

    On July 8, 2010, the Company requested
acceleration of the effective date and time of the Registration Statement to
12:00 p.m. on July 12, 2010, or as soon thereafter as
practicable.  The Company hereby withdraws such request until further
notice.

              Very truly yours,

              CHINA
      CERAMICS CO., LTD.

                By:

              /s/ Hen Man
      Edmund

              Name:
      Hen Man Edmund

              Title:   Chief
      Financial Officer

CORRESP
1
filename1.htm

    Unassociated Document

    CHINA
CERAMICS CO., LTD.

    c/o
Jinjiang Hengda Ceramics Co., Ltd.

    Junbing
Industrial Zone

    Anhai,
Jinjiang City

    Fujian
Province, PRC

    July 8,
2010

    VIA
TELECOPY

    Pamela A.
Long

    Assistant
Director

    Securities
and Exchange Commission

    100 F
Street, NE Mail Stop 4631

    Washington,
D.C. 20549

    RE:                   China
Ceramics Co., Ltd. (the “Company”)

Registration
Statement on Form F-1

(File No. 333-164784) (the
“Registration
Statement”)

    Dear Ms.
Long:

    The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of
12:00p.m. on July 12, 2010, or as soon thereafter as practicable.

    The
Company hereby acknowledges that:

              ·

              Should
      the Securities and Exchange Commission (the “Commission”) or the
      Commission’s staff (the “Staff”), acting pursuant to delegated authority,
      declare the Registration Statement effective, it does not foreclose the
      Commission from taking any action with respect to the Registration
      Statement;

              ·

              The
      action of the Commission or the Staff, acting pursuant to delegated
      authority, in declaring the Registration Statement effective, does not
      relieve the Company from its full responsibility for the adequacy and
      accuracy of the disclosure in the Registration Statement;
    and

              ·

              The
      Company may not assert Staff comments and the declaration of effectiveness
      as a defense in any proceeding initiated by the Commission or any person
      under the federal securities laws of the United
  States.

    [Signature
page follows]

    Very
truly yours,

    CHINA
CERAMICS CO., LTD.

    By: /s/ Hen Man
Edmund

           Name:
Hen Man Edmund

           Title:   Chief
Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

June 21, 2010

Via U.S. Mail

Huang Jia Dong
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.
Amendment No. 2 to Form F-1
Filed June 7, 2010
  File No. 333-164784

Dear Mr. Huang:
We have reviewed the above-referenced filing and have the following comments.

General

1. We note your response to comment one  in our letter dated March 29, 2010.
Please provide us with a detailed calculat ion of the number of shares that you are
registering for resale on this registrati on statement compared to the number of
outstanding shares held by non-affiliates.  In doing so, please show us how you
calculate the number of out standing shares held by non-a ffiliates (i.e., your public
float).
2. We note your new disclosure beneath the f ee table indicating that  this registration
statement “also constitutes post-effec tive amendment no. 1 on Form F-1 to
registration statement 333-161557.”  With rega rd to this new disclosure, please
address the following comments:
• Please supplementally advise us of your basis for filing a post-effective
amendment to what appears to be an already complete offering.  In this
regard, we note that the registrati on statement on Form F-4 (Reg. No. 333-
161557) covering the offering became effective on November 11, 2009 and
that, based on disclosure in your public filings, on November 20, 2009 you

Huang Jia Dong
China Ceramics Co., Ltd.
June 21, 2010 Page 2
completed the business combination transaction to which the registered offering related.  All of the securities issu ed in that transac tion appear to have
been covered by the aforementioned registration statement on Form F-4.

• If you retain the new post-effective amendment disclosu re, please revise your
disclosure to clarify that you are seeking to register the primary offering of the
shares underlying the warrants cove red by the Form F-4 (333-161557).

• If you retain the new post- effective amendment disclo sure, please revise the
note to your fee table to co rrectly indicate that the registration statement under
file number 333-161557 was on Form F-4, not Form F-1.

• If you retain the new post- effective amendment disclo sure, please clarify how
you calculated the number of shares underl ying warrants to be covered by the
post-effective amendment.  In this re gard, we note that the Form F-4 (333-
161557) related to, in part, 15,550,000 shares underlying warrants.

Please note that we may have additio nal comments based on your response.
 Item 8. Exhibits, page II-3

3. Please file updated opinions of counsel to  reflect the changes that you have made
to the proposed offering.

4. Please revise your exhibit index to provi de a reference to Exhibit 24.1 as it
appears that your registration statement has been signed on behalf of persons
pursuant to powers of attorney.  See Item 601(b)(24) of Regulation S-K.

Huang Jia Dong
China Ceramics Co., Ltd. June 21, 2010 Page 3
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 amendment and responses to our comments.
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

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631
March 29, 2010

Via U.S. Mail

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.
Amendment No. 1 to Form F-1
Filed March 15, 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.

General

1. We have considered your response to comment one in our letter dated March 3,
2010.  We remain concerned that the proposed transaction could be a primary offering.  In our view, the following facts suggest strongly that the proposed offering is a primary offering:
• the selling security holders acquired the subject securities from the registrant
in November 2009 and have subsequently held those securities for
approximately five months;
• the selling security holders are a ffiliates of the registrant; and

Li Shun Qing
China Ceramics Co., Ltd. March 29, 2010 Page 2
• the aggregate number of securities being registered (32,079,083 shares) on
behalf of the selling secur ity holders is well more than three times the size of
the number of shares currently outstanding (8,950,171).
If you wish to proceed with the offeri ng, you should identify the selling security
holders as underwriters and revise the pr ospectus accordingly.  In addition, unless
you are eligible to conduct an at-the-market offering pursuant to Rule 415(a)(4), the selling security holders  must offer and sell the securities covered by the
registration statement at a fixed price rath er than at prevailing market prices.

*     *     *     *

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 amendment and responses to our comments.
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

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

CORRESP
1
filename1.htm

    Unassociated Document

    CHINA
CERAMICS CO., LTD.

    Craigmuir
Chambers

    Road
Town

    Tortola

    British
Virgin Islands

    November
10, 2009

    United
States Securities and Exchange Commission

    100 F
Street, NE

    Washington,
D.C. 20549-3651

    Attn:
Pamela A. Long, Assistant Director

              RE:

              China
      Ceramics Co., Ltd. (the “Company”)
Registration Statement
      on Form F-4
(File No. 333-161557) (the “Registration
      Statement”)

    Dear Ms.
Long:

    The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 5:30
p.m. EST on November 10, 2009, or as soon thereafter as
practicable.

    The
Company hereby acknowledges that:

              ·

              Should
      the Securities and Exchange Commission (the “Commission”) or the staff of
      the Commission (“Staff”), acting pursuant to delegated authority, declare
      the Registration Statement effective, the Commission is not foreclosed
      from taking any action with respect to the Registration
      Statement;

              ·

              The
      action of the Commission or the Staff, acting pursuant to delegated
      authority, in declaring the Registration Statement effective, does not
      relieve the Company from its full responsibility for the adequacy and
      accuracy of the disclosure in the Registration Statement;
    and

              ·

              The
      Company may not assert Staff comments and the declaration of effectiveness
      as a defense in any proceeding initiated by the Commission or any person
      under the federal securities laws of the United
  States.

              Very
      truly yours,

                CHINA
      CERAMICS CO., LTD.

                By:

              /s/
      Paul K. Kelly

              Name:
      Paul K. Kelly
Title: Chief Executive Officer

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

       DIVISION OF
  CORPORATION FINANCE

Mail Stop 4631
November 6, 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. 3 to Registrati on Statement on Form F-4
Filed November 5, 2009
  File No. 333-161557

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

1. Please file the final executed versio ns of the legal and tax opinions.
 Summary, page 6

2. We note your response to comment 7 in  our letter dated November 3, 2009.
Please also update your disclosure rega rding the closing conditions in the
Summary section on page 11.  Disclose the date you expect to  close the business
combination transaction, and whether you expect that a definitive purchase
agreement for the Gaoan production facility will be entered into prior to November 21, 2009.  Please also provide a ppropriate risk factor disclosure
relating to the Gaoan producti on facility closing condition.

Selected Unaudited Pro Forma Consolid ated Financial Information, page 21

3. We note your response to comment 13 in our  letter dated November 3, 2009.  In
note (A) on pages 91 and 96, you indicate that upon their release from escrow, the
shares will be recorded as an adjustment to China Ceramic’s basis in Hengda.  Please clarify or revise here and elsewhere in the filing, accordingly.

Mr. Paul K. Kelly
China Ceramics Co., Ltd.
November 6, 2009 Page 2  Comparative Per Share Information, page 23

4. We note your response to comment 14 in our letter dated November 3, 2009.  It is
still not clear where you have presented equivalent pro forma per share amounts
for Success Winner. It also appears that your historical per share information for Success Winner does not reflect the fact that Success Winner had only one share
outstanding.  Please address the following:

• The historical financial in formation provided in this table should be the same
as the amounts included in the historical  financial statements provided in the
filing.  Please revise the historical per share information to reflect the fact that Success Winner had only one share outstandi ng, which is consistent with this
entity’s historical financial statements;

• Please clearly present the e quivalent pro forma per share amounts in the table,
which should include the equivalent pro forma book value per share and
equivalent pro forma income (loss) per share from continuing operations.  As
disclosed in note (11) on page 26, th ese equivalent pro forma per share
amounts should be determined by multiplying the combined company pro
forma earnings per share by the exchange ratio; and

• You present pro forma cash dividends  per share amounts.  Given that
elsewhere in the filing, including on pa ge 23, you state that you do not intend
to pay cash dividends, it is not clear why you have presented pro forma cash
dividends per share amounts.  Please advise or revise as necessary.

Please refer to Instruction 1 to Item 3(f) of Part I.A of the Form F-4.

Risk Factors, page 28

China Ceramics, Success Winner and Stand Best each may be classified . . ., page 41
5. We note your disclosure on pages 158 and 159 that non-PRC residents may be
subject to 10% PRC income tax on dividends received from China Ceramics, as well as on any gain realized from the transf er of shares by such investors.  Please
revise the heading of this risk factor to disclose the possibility  that investors may
be responsible for paying PRC income taxe s, and penalties for failure to pay PRC
income tax.  Please also expand your risk  factor disclosure here and in the
Summary section on page 17 regarding the potential penalties for failure to pay
applicable PRC income tax.

Mr. Paul K. Kelly
China Ceramics Co., Ltd. November 6, 2009 Page 3  Exhibit 8.1 – Opinion of Loeb & Loeb LLP

6. We note your response to comment 39 in our letter dated November 3, 2009.
Please have counsel delete th e last sentence in the first paragraph on page 2 of its
tax opinion as inappropriate.

As appropriate, please amend your regist ration statement in response to these
comments.  You may contact Ernest Greene,  Staff Accountant, at (202) 551-3733 or
Nudrat Salik, Staff Account ant, at (202) 551-3692 if you have questions regarding
comments on the financial statements and rela ted matters.  Please contact Hagen Ganem,
Staff Attorney, at (202) 551-3330 or Brigitte  Lippmann, Special Counsel, at (202) 551-
3713 with any other questions.
  Sincerely,      Pamela A. Long   Assistant Director
  cc: Mitchell S. Nussbaum, Esq. (via facsimile)
 Loeb & Loeb LLP

CORRESP
1
filename1.htm

    Unassociated Document

                Giovanni
      Caruso

                of
      Loeb & Loeb LLP

                345
      Park Avenue

                New
      York, NY 10154-1895

                Direct           212.407.4866

                Main
            212.407.4000

                Fax
      212.937.3943

                gcaruso@loeb.com

    November
4, 2009

    Pamela
Long

    Assistant
Director

      Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
DC 20549

                RE:

                China
      Ceramics Co., Ltd.

                Amendment
      No. 2 to Registration Statement on Form F-4

                Filed
      October 27, 2009

                File
      No. 333-161557

    Dear Ms.
Long:

    On behalf
of our client, China Ceramics Co., Ltd., a company organized under the laws of
the British Virgin Islands (the “Company”), we transmit herewith for filing with
the Securities and Exchange Commission (the “Commission”) one complete
electronic version of Amendment No. 3 to the Company’s Registration Statement on
Form F-4 (the “Registration Statement”).

    By
Federal Express, the Company is furnishing the Commission’s staff (the “Staff”)
with six marked courtesy copies of the Registration Statement and all annexes
filed therewith.

    The
Registration Statement responds to the comments set forth in the Staff letter
dated November 3, 2009 (the “Staff’s Letter”).  In addition, the
Company has determined not to present to stockholders the proposals previously
referred to as the “CHAC Charter Amendment Proposal” and the “CHAC Trust
Agreement Amendment Proposal.”  Therefore, reference to such proposals
has been deleted from the Registration Statement.  We note below when
we have not responded to a comment because it relates to one of those two
proposals.

    In order
to facilitate your review of the Registration Statement, we have responded, on
behalf of the Company, to each of the comments set forth in the Staff’s Letter,
on a point-by-point basis.  The numbered paragraphs set forth below
respond to the Staff’s comments and correspond to the numbered paragraphs in the
Staff’s Letter.  Page numbers refer to the Registration Statement as
filed.

    General

              1.

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

    Ms.
Pamela Long

    Securities
and Exchange Commission

    November
4, 2009

    The
Company has deleted the CHAC Charter Amendment Proposal from the Registration
Statement.

              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. Explain whether the initial stockholders must vote with the
      majority based on the votes for each separate proposal. Clarify in the
      last sentence whether they can vote for the proposals if the majority of
      the votes cast by stockholders vote against 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 that may be redeemed. For example, disclose whether up to 80% of
      stockholders 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 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 Combination?”
      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.

    The
Company has deleted the CHAC Charter Amendment Proposal and the CHAC Trust
Agreement Proposal from the Registration Statement.

              3.

              We
      note your disclosure in the IPO registration 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 new
      proposals would be valid and effective under Delaware law. If so, please
      attach the legal opinion as an annex to the
      Registration Statement, and also provide counsel’s consent under Rule 436
      of Regulation C. If not, please provide appropriate risk factor disclosure
      throughout the filing.

      Ms.
Pamela Long

      Securities
and Exchange Commission

      November
4, 2009

    The
Company has deleted the CHAC Charter Amendment Proposal and the CHAC Trust
Agreement Proposal from the Registration Statement.

              4.

              Please
      clarify and describe the relationship among all the proposals. Include the
      following in your disclosure:

              ·

              Identify clearly for each
      separate proposal whether it is related to or conditioned on the approval
      of the other proposals.

    The
disclosure on the Notice of Special Meeting, pages 2, 8, 44, 45, 51, 71 and the
preliminary proxy card has been revised in accordance with the Staff’s
comment.

              ·

              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.

    The
disclosure on Notice of Special Meeting, pages 2, 8, 44, 45, 51, 71 and the
preliminary proxy card has been revised in accordance with the Staff’s
comment.

              ·

              It appears that stockholders
      will not be able to provide proxies to vote in favor of the business
      combination and be certain 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 Redomestication, the Business Combination, the CHAC Charter
      Amendment and the CHAC Trust Agreement Amendment Proposals and properly
      exercise its redemption rights, but the CHAC Charter Amendment Proposal is
      not approved, the 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 certificate of incorporation;
  and

              o

              this action would be valid and
      effective under Delaware
law.

    The
Company has deleted the CHAC Charter Amendment Proposal and the CHAC Trust
Agreement Proposal from the Registration Statement.

              5.

              Under
      a separate heading in the Summary section and as elsewhere in the filing
      as applicable, please describe the rescission rights stockholders may have
      as a result of the new proposals.

    The
Company has deleted the CHAC Charter Amendment Proposal and the CHAC Trust
Agreement Proposal from the Registration Statement.

    Ms.
Pamela Long

    Securities
and Exchange Commission

    November
4, 2009

              6.

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

    The
Company has deleted the CHAC Charter Amendment Proposal and the CHAC Trust
Agreement Proposal from the Registration Statement.

              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 production 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
      transaction is not consummated. We note that Hengda’s projections,
      beginning on page 55, assume the acquisition of the Gaoan production
      facility. If no definitive purchase agreement has been executed, please
      disclose whether the board of CHAC believes that Hengda’s value will
      exceed 80% of the balance in the Trust Account if Hengda does not
      consummate the Gaoan transaction.

    The
disclosure on pages 62 and 68 has been revised in accordance with the Staff’s
comment.

    Redomestication, Business
Combination and 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 discuss the Authorized Capital Proposal
      under a separate heading in the Summary. Clarify whether the increase in
      authorized shares is set forth in the Acquisition Agreement 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 million 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 approval of the business combination. Make
      similar disclosure throughout the filing as applicable, such as under the
      Authorized Capital Proposal section on page
78.

    The
disclosure on pages 8 and 78 has been revised in accordance with the Staff’s
comments.  The disclosure with respect to the number of shares
outstanding and issuable upon exercise of warrants has been revised to include
the Contingent Shares and, accordingly, the discussion of the Authorized Capital
Proposal has been revised to indicate that the Business Combination and
Redomestication Proposals are conditioned upon the approval of the Authorized
Capital Proposal.

      Ms.
Pamela Long

      Securities
and Exchange Commission

      November
4, 2009

              9.

              On
      page 9, you disclose that the transactions comply with the terms set forth
      in the IPO registration statement. Since 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 disclosure
      throughout the filing, as
applicable.

    The
Company has deleted the CHAC Charter Amendment Proposal and the CHAC Trust
Agreement Proposal from the Registration Statement.

    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.

    The
disclosure on page 16 has been revised in accordance with the Staff’s
comment.

    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.

    The
disclosure on page 17 has been revised to identify the income tax treaty between
the United States and the PRC.

              12.

              Please
      include a more detailed discussion regarding the material PRC tax
      consequences later in the filing.

    The
disclosure on pages 156-160 has been revised to include a more detailed
discussion regarding the material PRC tax consequences, and a reference to the
detailed discussion has been added to pages 17 and 40.

    Selected Unaudited Pro Forma
Consolidated Financial Information, page 22

              13.

              We
      have read your response to comment 37 from our letter dated October 22,
      2009. We note that you have revised your disclosure 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
      value. Please still tell us your basis for recording these as an
      adjustment to the accounting acquiree’s basis in, the reverse
      recapitalization at fair value.

    The post
transaction company does not intend to record the escrowed shares as an
adjustment to the accounting acquiree's basis in the reverse capitalization at
fair value.  Rather, as disclosed on page 22, the post transaction company
will record such escrowed shares as outstanding for all periods subsequent to
the release of such shares from escrow, and such shares will be included in the
calculations of earnings per share from that date in accordance with the
guidance provided in SFAS No. 141R paragraphs A110 and A111.

      Ms.
Pamela Long

      Securities
and Exchange Commission

      November
4, 2009

    Comparative Per Share
Information, page 24

              14.

              We
      have read your response to comment 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
      accordance with Item 3(f) of Part I.A of the Form F-4, please address the
      following:

              ·

              Please clearly indicate which
      amounts represent 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) per share from continuing operations for Success Winner;
      and

              ·

              Please clearly disclose how you
      are calculating 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.

    The
disclosure on pages 24-26 has been revised in accordance with the Staff’s
comment.

    Risk Factors, page
28

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

              15.

              Please

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

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

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