Filed pursuant
to Rule 424(b)(3)
File No. 333-206516
(To Prospectus dated October 8, 2015)
The information in this prospectus is
not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting offers to buy
these securities in any state where the offer or sale is not permitted.
Subject to Completion, dated
February 3, 2016
Prospectus
China Ceramics Co., Ltd.
$20,000,000
Shares
Debt securities
Warrants
We may offer and sell
shares, debt securities or warrants in any combination from time to time in one or more offerings, at prices and on terms described
in one or more supplements to this prospectus. The debt securities and warrants may be convertible into or exercisable or exchangeable
for our shares or other securities. The aggregate initial offering price of all securities sold by us under this prospectus will
not exceed US$20,000,000.
Each time we sell securities,
we will provide a supplement to this prospectus that contains specific information about the offering and the terms of the securities.
The supplement may also add, update or change information contained in this prospectus. We may also authorize one or more free
writing prospectuses to be provided in connection with a specific offering. You should read this prospectus, any supplement and
any free writing prospectus before you invest in any of our securities.
We may sell the securities
independently or together with any other securities registered hereunder. We may sell the securities through one or more underwriters,
dealers and agents, or directly to purchasers, or through a combination of these methods, on a continuous or delayed basis. See
“Plan of Distribution.” If any underwriters, dealers or agents are involved in the sale of any of the securities, their
names, and any applicable purchase price, fee, commission or discount arrangements between or among them, will be set forth, or
will be calculable from the information set forth, in the applicable prospectus supplement.
Our shares are listed
on the NASDAQ Global Market under the symbol “CCCL”. On October 2, 2015, the closing price of our shares was $0.75
per share.
Investing in our
securities involves risks. See “Risk Factors” referenced on page 3.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is February 3, 2016.
Table of Contents
About This Prospectus
Before you invest in any
of our securities, you should carefully read this prospectus and any applicable prospectus supplement, together with the additional
information described in the sections entitled “Incorporation of Documents by Reference” and “Where You Can Find
Additional Information” in this prospectus.
This prospectus is part
of a registration statement on Form F-3 that we filed with the Securities and Exchange Commission (the “SEC”) utilizing
a “shelf” registration process permitted under the Securities Act of 1933, as amended. By using a “shelf”
registration statement, we may sell any of our securities from time to time and in one or more offerings. This prospectus only
provides you with a summary description of these securities. Each time we sell securities, we will provide a supplement to this
prospectus that contains specific information about the securities being offered and the specific terms of that offering. The supplement
may also add, update or change information contained in this prospectus. If there is any inconsistency between the information
in this prospectus and any applicable prospectus supplement, you should rely on the prospectus supplement.
Certain Defined Terms and Conventions
Unless otherwise indicated,
references in this prospectus to:
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“China” or the “PRC” are to the People’s Republic of China, excluding, for the purpose of this prospectus only, Taiwan and the special administrative regions of Hong Kong and Macau; |
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“RMB”
and “Renminbi” are to the legal currency of China (see “- Exchange Rate Information” for translations
of RMB into U.S. dollars in this prospectus). This prospectus contains translations of certain RMB amounts into U.S. dollar
amounts at specified rates. Unless otherwise stated, the translations of RMB into U.S. dollars have been made at the exchange
rate as set forth on December 31, 2014 in the H.10 statistical release of the Federal Reserve Board, which was RMB6.2046 to
US$1.00. We make no representation that the RMB or U.S. dollar amounts referred to in this prospectus could have been or could
be converted into U.S. dollars or RMB, as the case may be, at any particular rate or at all (also see “Risk Factors”).
On October 2, 2015, the exchange rate was RMB6.3559 to US$1.00. |
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“shares” are to our shares, par value US$0.001 per share. |
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“US$” and “U.S. dollars” are to the legal currency of the United States. |
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“we,” “us,” “our,” and “China Ceramics” refers to China Ceramics Co., Ltd., a British Virgin Islands company, and its subsidiaries, including Success Winner Limited (“Success Winner”), a British Virgin Islands company and wholly owned subsidiary of China Ceramics, Stand Best Creation Limited (“Stand Best”), a Hong Kong company and wholly owned subsidiary of Success Winner and the entity that wholly owns Jinjiang Hengda Ceramics Co., Ltd. (“Hengda”), a PRC operating company that in turn wholly owns Jiangxi Hengdali Ceramic Materials Co., Ltd. (“Hengdali”), and Fujian Province Hengdali Building Materials Co., Ltd. each a PRC operating company. |
Our Business
We are a leading Chinese
manufacturer of ceramic tiles used for exterior siding and for interior flooring and design in residential and commercial buildings.
The ceramic tiles, sold under the “HD” or “Hengda,” “HDL” or “Hengdeli”, “Pottery
Capital of Tang Dynasty”, “TOERTO” and ”WULIQIAO” brands are available in over two thousand styles,
colors and size combinations. Currently, we have five principal product categories: (i) porcelain tiles, (ii) glazed tiles, (iii)
glazed porcelain tiles, (iv) rustic tiles, and (v) polished glazed tiles. Ceramic tiles are widely used in the PRC as a construction
material for residential and commercial buildings. Ceramic tiles are used for flooring, interior walls for decorative purposes
and on exterior siding due to their resistance to temperature, extreme environments, erosion, abrasion and discoloration for extended
periods of time. Our manufacturing facilities operated by Jinjiang Hengda Ceramics Co., Ltd. are located in Jinjiang, Fujian Province,
and our manufacturing facilities operated by Jiangxi Hengdali Ceramic Materials Co., Ltd. are located in Gaoan, Jiangxi Province.
Recent Developments
Nasdaq Minimum Bid Price Deficiency Notification
On September 21,
2015, the Company received a written notice (the “Notice) from the Listing Qualifications department of The Nasdaq Stock
Market (“Nasdaq”) indicating that the Company was not in compliance with the minimum bid price requirement of $1.00
set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on the Nasdaq Global Market. The Nasdaq Listing Rules require
listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price for the 30 consecutive
days ended September 17, 2015, the Company did not meet this requirement. China Ceramics has been provided a 180 day period (or
through March 21, 2016) in which to regain compliance. During this period, the closing bid price of the Company’s ordinary
shares must be at least $1.00 for a minimum of ten consecutive business days to regain compliance. If the Company does not regain
compliance during the initial 180 day period, it may be eligible for an additional grace period if it applies to transfer the
listing of its common stock to The Nasdaq Capital Market. To qualify, the Company would be required to meet the continued listing
requirements for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with
the exception of the minimum bid price requirement, and provide written notice of its intention to cure the minimum bid price
deficiency during the second compliance period by effecting a reverse stock split if necessary. If the Nasdaq staff determines
that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for such additional compliance
period, Nasdaq will provide notice that the Company's common stock will be subject to delisting. At that time, the Company may
appeal the delisting determination to a Hearings Panel.
The notification
letter has no effect on the listing of the Company’s ordinary shares at this time and the shares will continue to trade
on the Nasdaq Global Market under its current trading symbol “CCCL”.
Corporate Information
Our principal executive
office is located at Junbing Industrial Zone, Anhai, Jinjiang City, Fujian Province, People’s Republic of China. Our telephone
number at this address is +86 595 8576 5053. Our registered office is Craigmuir Chambers, Road Town, Tortola, British Virgin Islands,
and our registered agent is Harneys Corporate Services Limited. We maintain a website at http://www.cceramics.com that contains
information about our company. Information on this web site is not part of this prospectus.
Securities Being Offered
We may offer and sell shares,
debt securities or warrants in any combination from time to time in one or more offerings, at prices and on terms described in
one or more supplements to this prospectus. The debt securities and warrants may be convertible into or exercisable or exchangeable
for our shares or other securities. The aggregate initial offering price of all securities sold by us under this prospectus will
not exceed US$20,000,000. We may sell these securities directly to you, through underwriters, dealers or agents we select, or through
a combination of these methods. We will describe the plan of distribution for any particular offering of these securities in the
applicable prospectus supplement. This prospectus may not be used to sell our securities unless it is accompanied by a prospectus
supplement.
Risk Factors
Investing in our securities
involves risk. Before investing in any securities that may be offered pursuant to this prospectus, you should carefully consider
the risk factors set forth under the heading “Item 3.D. Risk Factors” in our 2014 Annual Report, which is incorporated
in this prospectus by reference, as updated by our subsequent filings under the Exchange Act and, if applicable, in any accompanying
prospectus supplement or relevant free writing prospectus. These risks and uncertainties could materially affect our business,
results of operations or financial condition and cause the value of our securities to decline. You could lose all or part of your
investment.
Cautionary Note Regarding Forward-Looking
Statements
Some of the information
in this prospectus, any prospectus supplement, and the documents we incorporate by reference contains forward-looking statements
within the meaning of the federal securities laws. You should not rely on forward-looking statements in this prospectus, any prospectus
supplement, or the documents we incorporate by reference. Forward-looking statements typically are identified by use of terms such
as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,”
“may,” “will,” “should,” “estimate,” “predict,” “potential,”
“continue,” and similar words, although some forward-looking statements are expressed differently. This prospectus,
any prospectus supplement, and the documents we incorporate by reference may also contain forwardlooking statements attributed
to third parties relating to their estimates regarding the growth of our markets. All forward-looking statements address matters
that involve risks and uncertainties, and there are many important risks, uncertainties and other factors that could cause our
actual results, as well as those of the markets we serve, levels of activity, performance, achievements and prospects to differ
materially from the forward-looking statements contained in this prospectus, any prospectus supplement, and the documents we incorporate
by reference.
You should also consider
carefully the statements under “Risk Factors” and other sections of this prospectus, any prospectus supplement, and
the documents we incorporate by reference, which address additional facts that could cause our actual results to differ from those
set forth in the forward-looking statements. We caution investors not to place significant reliance on the forward-looking statements
contained in this prospectus, any prospectus supplement, and the documents we incorporate by reference. We undertake no obligation
to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise.
Ratio of Earnings to Fixed Charges
A prospectus supplement for an offering of our debt securities or warrants to purchase such securities will
include information of our ratio of earnings to fixed charges.
Use of Proceeds
Except as otherwise provided
in a prospectus supplement, we will use the net proceeds from the sale of the securities covered by this prospectus for working
capital and general corporate purposes. When a particular series of securities is offered, the prospectus supplement relating to
that offering will set forth our intended use of the net proceeds received from the sale of those securities.
Dividends
We
paid a cash dividend of US$0.10 (equivalent to RMB0.61) per share each on July 13, 2013 and January 14, 2014, respectively, to
our shareholders which totaled in aggregate US$4.1 million (equivalent to RMB24.9 million). Also, we paid a cash dividend of US$0.0125
(equivalent to RMB0.08) per share each on July 14, 2014 and January 14, 2015, respectively, to our shareholders which totaled
in aggregate US$0.5 million (equivalent to RMB3.2 million).
Our Board of Directors
has not yet made a determination as to the Company’s dividend policy for 2015 or the foreseeable future. We continue to
monitor a continued slowdown in China’s economy as well as China’s real estate sector which would negatively impact
the building materials industry. Further, our management believes that it is likely that difficult market conditions in our business
sector will prevail for the rest of the year and for some time beyond. Therefore, our Board will engage in additional deliberations
in the future as to our dividend policy. In light of the foregoing, we have no current plans to pay any cash dividends on our
shares being sold in this offering. We currently intend to retain most, if not all, of our available funds and any future earnings
to operate and expand our business. The payment of dividends by entities organized in China is subject to limitations. Regulations
in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with PRC accounting
standards and regulations. Each of our Chinese subsidiaries is also required to set aside at least 10% of its after-tax profit
based on China’s accounting standards each year to its general reserves until the cumulative amount of such reserves reach
50% of its registered capital. These reserves are not distributable as cash dividends. The board of directors of our PRC subsidiaries,
each of which is a wholly foreign owned enterprise, has the discretion to allocate a portion of its after-tax profits to its staff
welfare and bonus funds, which is likewise not distributable to its equity owners except in the event of a liquidation of the
foreign-invested enterprise. If we decide to pay dividends in the future, these restrictions may impede our ability to pay dividends.
In addition, if any of these Chinese entities incurs debt on its own behalf in the future, the instruments governing the debt
may restrict its ability to pay dividends or make other distributions to us.
Our
Board of Directors has discretion on whether to pay dividends. Even if our board of directors decides to pay dividends, the form,
frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition,
contractual restrictions and other factors that our board of directors may deem relevant.
Description of Securities
We
may issue from time to time, in one or more offerings, shares, debt securities and warrants. We will set forth in the applicable
prospectus supplement a description of debt securities and warrants, and, in certain cases, the shares that may be offered under
this prospectus. The terms of the offering of securities, the initial offering price and the net proceeds to us will be contained
in the prospectus supplement, and other offering material, relating to such offer. The supplement may also add, update or change
information contained in this prospectus. You should carefully read this prospectus and any supplement before you invest in any
of our securities.
Description
of Share Capital
The following description
of the material terms of our shares and warrants includes a summary of specified provisions of the Memorandum of Association and
Articles of Association. This description is subject to the relevant provisions of the BVI Business Companies Act, 2004 (as amended)
and is qualified by reference to our Memorandum of Association and Articles of Association, copies of which are incorporated in
this registration statement by reference.
General
China Ceramics is authorized
to issue 51,000,000 shares of US$0.001 par value per share of a single class. As of the date of this filing, 20,430,838 shares
are outstanding. The remaining authorized and unissued shares will be available for future issuance without additional shareholder
approval. While the additional shares are not designed to deter or prevent a change of control, under some circumstances China
Ceramics could use them to create voting impediments or to frustrate persons seeking to effect a takeover or otherwise gain control,
by, for example, issuing shares in private placements to purchasers who might side with the Board of Directors in opposing a hostile
takeover bid.
China Ceramics’s
shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Members of China
Ceramics’s Board of Directors serve for indefinite terms. There is no cumulative voting with respect to the election of directors,
with the result that the holders of more than 50% of the shares eligible to vote for the election of directors can elect all of
the directors. China Ceramics’s shareholders have no conversion, preemptive or other subscription rights and there are no
sinking fund provisions applicable to the shares.
Our shares have been listed
on the NASDAQ Global Market under the symbols CCCL, since January 18, 2011. Our shares were listed on the NASDAQ Capital Market
from November 3, 2010 through January 17, 2011. The shares were previously quoted on the OTC Bulletin Board from December 29, 2009
through November 2, 2010.
Directors
The China Ceramics Articles
of Association provides only for unanimous written consents of directors. The China Ceramics Articles of Association permit shareholders
to remove a sitting director without cause upon a majority vote of the shareholders.
Defenses Against Hostile
Takeovers
While the following discussion
summarizes the reasons for, and the operation and effects of, the principal provisions of China Ceramics’ Memorandum and
Articles of Association that management has identified as potentially having an anti-takeover effect, it is not intended to be
a complete description of all potential anti-takeover effects, and it is qualified by reference to the full texts of China Ceramics’
Memorandum and Articles of Association.
In general, the anti-takeover
provisions of China Ceramics’ Memorandum and Articles of Association are designed to minimize susceptibility to sudden acquisitions
of control that have not been negotiated with and approved by China Ceramics’ board of directors. As a result, these provisions
may tend to make it more difficult to remove the incumbent members of the board of directors. The provisions would not prohibit
an acquisition of control of China Ceramics or a tender offer for all of China Ceramics’ shares. The provisions are designed
to discourage any tender offer or other attempt to gain control of China Ceramics in a transaction that is not approved by the
board of directors, by making it more difficult for a person or group to obtain control of China Ceramics in a short time and then
impose its will on the remaining shareholders. However, to the extent there provisions successfully discourage the acquisition
of control of China Ceramics or tender offers for all or part of China Ceramics’ shares without approval of the board of
directors, they may have the effect of preventing an acquisition or tender offer which might be viewed by stockholders to be in
their best interests.
Tender offers or other
non-open market acquisitions of shares will generally be made at prices above the prevailing market price of China Ceramics’
shares. In addition, acquisitions of shares by persons attempting to acquire control through market purchases may cause the market
price of the shares to reach levels that are higher than would otherwise be the case. Anti-takeover provisions may discourage such
purchases, particularly those of less than all of China Ceramics’ shares, and may thereby deprive stockholders of an opportunity
to sell their stock at a temporarily higher price. These provisions may therefore decrease the likelihood that a tender offer will
be made, and, if made, will be successful. As a result, the provisions may adversely affect those stockholders who would desire
to participate in a tender offer. These provisions may also serve to insulate incumbent management from change and to discourage
not only sudden or hostile takeover attempts, but also any attempts to acquire control that are not approved by the board of directors,
whether or not stockholders deem such transactions to be in their best interest.
Shareholder Meetings
British Virgin Island law
provides that shareholder meetings shall be convened by the board of directors at any time or upon the written request of shareholders
holding more than 30% of the votes of the issued and outstanding voting shares of the company. China Ceramics’ Articles of
Association provide that annual shareholder meetings for the election of directors may be called only by the directors.
Number of Directors
and Filling Vacancies on the Board of Directors
British Virgin Islands
law requires that the board of directors of a company consist of one or more directors and that the number of directors shall be
set by the company’s Articles of Association, with a minimum of one director. China Ceramics’ Articles of Association
provide that the number of directors shall be not less than one, subject to any subsequent amendment to change the number of directors.
The power to determine the number of directors is vested in the board of directors and the shareholders. The power to fill vacancies,
whether occurring by reason of an increase in the number of directors or by resignation, is vested primarily in the shareholders.
Directors may be removed by the shareholders only for cause or without cause on a vote of the members representing a majority of
the shares entitled to vote.
Election of Directors
Under British Virgin Islands
law, there is no cumulative voting by shareholders for the election of the directors. The absence of cumulative voting rights effectively
means that the holders of a majority of the shares voted at a shareholder meeting may, if they so choose, elect all directors of
China Ceramics who are up for election, thus precluding a small group of shareholders from controlling the election of one or more
representatives to the board of directors.
Advance Notice Requirements
for Nomination of Directors and Presentation of New Business at Meetings of Shareholders; Action by Written Consent
The China Ceramics Articles
of Association will provide for advance notice requirements for shareholder proposals and nominations for director. Generally,
to be timely, notice must be delivered to the secretary of China Ceramics at its principal executive offices not fewer than 10
days nor more than 60 days prior to the first anniversary date of the annual meeting for the preceding year. Special meetings may
be called by China Ceramics’ board of directors or by shareholders comprising a majority of the combined voting power of
the holders of the then issued and outstanding shares entitled to vote. These provisions make it more procedurally difficult for
a shareholder to place a proposal or nomination on the meeting agenda or to take action without a meeting, and therefore may reduce
the likelihood that a shareholder will seek to take independent action to replace directors or seek a shareholder vote with respect
to other matters that are not supported by management.
Rights of Minority Shareholders
Under the statutory law
of the British Virgin Islands, the principal protection of minority shareholders is that shareholders may bring an action to enforce
the constituent documents of the company, the Memorandum and Articles of Association. Shareholders are entitled to have the affairs
of the company conducted in accordance with the general law and the Memorandum and Articles. The company is obliged to hold an
annual general meeting and provide for the election of directors. In addition, the BVI Business Companies Act provides that a shareholder
may bring an action against the company for a breach of a duty owed by the company to him in his capacity as a shareholder or if
he considers that the affairs of the company are being, have been or are likely to be conducted in a manner which is unfairly prejudicial
to him.
There are common law rights
for the protection of shareholders that may be invoked, largely dependent on English company law, since the case law on British
Virgin Islands business companies is limited. Under the general rule pursuant to English company law known as the rule in Foss
v. Harbottle, a court will generally refuse to interfere with the management of a company at the insistence of a minority of its
shareholders who express dissatisfaction with the conduct of the company’s affairs by the majority or the board of directors.
However, every shareholder is entitled to have the affairs of the company conducted properly according to law and the constituent
documents of the corporation. As such, if those who control the company have persistently disregarded the requirements of company
law or the provisions of the company’s memorandum or articles of association, then the courts will grant relief. Generally,
the areas in which the courts will intervene are the following: (i) an act complained of which is outside the scope of the authorized
business or is illegal or not capable of ratification by the majority, (ii) acts that constitute fraud on the minority where the
wrongdoers control the company, (iii) acts that infringe on the personal rights of the shareholders, such as the right to vote,
and (iv) where the company has not complied with provisions requiring approval of a special or extraordinary majority of shareholders.
Under the law of Delaware,
the rights of minority shareholders are similar to that which will be applicable to the shareholders of China Ceramics. The principal
difference, as discussed elsewhere will be the methodology and the forum for bringing such an action. It is also generally the
case that the Delaware courts can exercise a wide latitude in interpretation and wide discretion in fashioning remedies as they
think fits the circumstances for the regulation of the company. Under English precepts of the law of minority shareholders, there
is generally a more restricted approach to the enforcement of the rights through the interpretation of the law, articles and memorandum.
Transfer of China Ceramics
Securities Upon Death of Holder
Because China Ceramics
is a BVI company, the transfer of the securities of China Ceramics, including the shares and warrants, for estate administration
purposes will be governed by BVI law. This may require that the estate of a decedent security holder of China Ceramics seek to
probate or transfer under letters of administration for the estate issued by a court in the BVI.
Transfer Agent and Registrar
The Transfer Agent and
Registrar for the shares of China Ceramics shares, warrants and units is Continental Stock Transfer & Trust Company, 17 Battery
Place, New York, NY 10004, (212) 509-4000.
History of Securities
Issuances
The following is a summary
of our securities issuances during the past three years.
On November 20, 2009, pursuant
to the acquisition agreement, we acquired all of the issued and outstanding shares of Success Winner held by Mr. Wong Kung Tok
in exchange for US$10.00 and 5,743,320 shares of China Ceramics. In addition, 8,185,763 of our shares were placed in escrow (the
“Contingent Shares”) and for release to Mr. Wong Kung Tok in the event certain earnings and stock price thresholds
are achieved. Of the Contingent Shares, up to 5,185,763 shares could have been released based on achieving growth in either net
earnings before tax or net earnings after tax, following the completion of an annual audit. Additionally, 3,000,000 Contingent
Shares could have been released if China Ceramics shares closed at or above certain share price targets for any twenty trading
days within a thirty trading day period prior to April 30, 2012. The Contingent Shares were to be released without regard to continued
employment and were only contingent on future earnings and the stock price of China Ceramics. On May 24, 2010, the Company issued
1,214,127 shares to Mr. Wong Kung Tok based on the audited earnings before tax result for the fiscal year 2009. On April 7, 2011,
the Company issued 1,794,800 shares to Mr. Wong Kung Tok based on the audited earnings before tax result for the fiscal year 2010.
On April 3, 2012, the Company issued 2,176,836 shares to Mr. Wong Kung Tok based on the audited earnings before tax result for
the fiscal year 2011. No further Contingent Shares may be issued to Mr. Wong Kung Tok. The issuance of the Contingent Shares is
accounted for as a stock dividend. The share price targets for the issuance of the additional 3,000,000 Contingent Shares were
not met by April 30, 2012.
Also, concurrent with the
Success Winner Acquisition, the Company purchased an aggregate of 11,193,149 shares from the public stockholders for an aggregate
purchase price of approximately RMB752.2 million in transactions intended to assure the successful completion of the business combination.
In connection with the closing of the Success Winner Acquisition, the CHAC’s founders forfeited 1,600,000 of their founders’
shares to CHAC for cancellation.
Indemnification of Directors
and Officers
A director, officer or
agent of a company formed under the laws of the British Virgin Islands is obligated to act honestly and in good faith and exercise
care, diligence and skill of a reasonably prudent person acting in comparable circumstances. The Memorandum and Articles of China
Ceramics do not relieve directors, officers or agents from personal liability arising from the management of the business of the
company. Notwithstanding the foregoing, Section 132 of the BVI Business Companies Act permits indemnification of directors, officers
and agents against all expenses, including legal fees and judgments, fines and settlements, in respect of actions related to their
employment. The Acquisition Agreement provides indemnification in respect of the representations, warranties and covenants of the
parties, some of which may relate to the securities laws of the United States. There are no agreements that relieve directors,
officer or agents from personal liability. China Ceramics is permitted and intends to obtain director and officer insurance.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933, as amended (Securities Act) may be permitted to directors, officers or
persons controlling the registrant pursuant to the foregoing provisions, China Ceramics and CHAC have been informed that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy, as expressed in the Securities
Act, and is, therefore, unenforceable.
Description of Debt Securities
We
may issue series of debt securities, which may include debt securities exchangeable for or convertible into shares. When we offer
to sell a particular series of debt securities, we will describe the specific terms of that series in a supplement to this prospectus.
The following description of debt securities will apply to the debt securities offered by this prospectus unless we provide otherwise
in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of debt securities may specify
different or additional terms.
The
debt securities offered by this prospectus may be secured or unsecured, and may be senior debt securities, senior subordinated
debt securities or subordinated debt securities. The debt securities offered by this prospectus may be issued under an indenture
between us and the trustee under the indenture. The indenture may be qualified under, subject to, and governed by, the Trust Indenture
Act of 1939, as amended. We have summarized selected portions of the indenture below. The summary is not complete. The form of
the indenture has been incorporated by reference as an exhibit to the registration statement on Form F-3, of which this prospectus
is a part, and you should read the indenture for provisions that may be important to you.
The
terms of each series of debt securities will be established by or pursuant to a resolution of our board of directors and detailed
or determined in the manner provided in a board of directors’ resolution, an officers’ certificate and by a supplemental
indenture. The particular terms of each series of debt securities will be described in a prospectus supplement relating to the
series, including any pricing supplement.
We
may issue any amount of debt securities under the indenture, which may be in one or more series with the same or different maturities,
at par, at a premium or at a discount. We will set forth in a prospectus supplement, including any related pricing supplement,
relating to any series of debt securities being offered, the initial offering price, the aggregate principal amount offered and
the terms of the debt securities, including, among other things, the following:
| · | the title of the debt securities; |
| · | the price or prices (expressed as a percentage of the aggregate
principal amount) at which we will sell the debt securities; |
| · | any limit on the aggregate principal amount of the debt securities; |
| · | the date or dates on which we will repay the principal on the
debt securities and the right, if any, to extend the maturity of the debt securities; |
| · | the rate or rates (which may be fixed or variable) per annum
or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial
index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on
which interest will be payable and any regular record date for any interest payment date; |
| · | the place or places where the principal of, premium, and interest
on the debt securities will be payable, and where the debt securities of the series that are convertible or exchangeable may be
surrendered for conversion or exchange; |
| · | any obligation or right we have to redeem the debt securities
pursuant to any sinking fund or analogous provisions or at the option of holders of the debt securities or at our option, and the
terms and conditions upon which we are obligated to or may redeem the debt securities; |
| · | any obligation we have to repurchase the debt securities at the
option of the holders of debt securities, the dates on which and the price or prices at which we will repurchase the debt securities
and other detailed terms and provisions of these repurchase obligations; |
| · | the denominations in which the debt securities will be issued; |
| · | whether the debt securities will be issued in the form of certificated
debt securities or global debt securities; |
| · | the portion of principal amount of the debt securities payable
upon declaration of acceleration of the maturity date, if other than the principal amount; |
| · | the currency of denomination of the debt securities; |
| · | the designation of the currency, currencies or currency units
in which payment of principal of, premium and interest on the debt securities will be made; |
| · | if payments of principal of, premium or interest on, the debt
securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated,
the manner in which the exchange rate with respect to these payments will be determined; |
| · | the manner in which the amounts of payment of principal of, premium
or interest on, the debt securities will be determined, if these amounts may be determined by reference to an index based on a
currency or currencies other than that in which the debt securities are denominated or designated to be payable or by reference
to a commodity, commodity index, stock exchange index or financial index; |
| · | any provisions relating to any security provided for the debt
securities; |
| · | any addition to or change in the events of default described
in the indenture with respect to the debt securities and any change in the acceleration provisions described in the indenture with
respect to the debt securities; |
| · | any addition to or change in the covenants described in the indenture
with respect to the debt securities; |
| · | whether the debt securities will be senior or subordinated and
any applicable subordination provisions; |
| · | a discussion of any material U.S. federal income tax considerations
applicable to the debt securities; |
| · | any other terms of the debt securities, which may modify any
provisions of the indenture as it applies to that series; and |
| · | any depositaries, interest rate calculation agents, exchange
rate calculation agents or other agents with respect to the debt securities. |
We
may issue debt securities that are exchangeable for and/or convertible into shares. The terms, if any, on which the debt securities
may be exchanged and/or converted will be set forth in the applicable prospectus supplement. Such terms may include provisions
for exchange or conversion, which can be mandatory, at the option of the holder or at our option, and the manner in which the number
of shares or other securities to be received by the holders of debt securities would be calculated.
We
may issue debt securities that provide for an amount less than their stated principal amount to be due and payable upon declaration
of acceleration of their maturity pursuant to the terms of the indenture. We will provide you with information on the U.S. federal
income tax considerations, and other special considerations applicable to any of these debt securities, in the applicable prospectus
supplement. If we denominate the purchase price of any of the debt securities in a foreign currency or currencies or a foreign
currency unit or units, or if the principal of and any premium and interest on any series of debt securities is payable in a foreign
currency or currencies or a foreign currency unit or units, we will provide you with information on the restrictions, elections,
specific terms and other information with respect to that issue of debt securities and such foreign currency or currencies or foreign
currency unit or units in the applicable prospectus supplement.
We
may issue debt securities of a series in whole or in part in the form of one or more global securities that will be deposited with,
or on behalf of, a depositary identified in the prospectus supplement. Global securities will be issued in registered form and
in either temporary or definitive form. Unless and until it is exchanged in whole or in part for the individual debt securities,
a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary
or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee
to a successor of such depositary or a nominee of such successor. The specific terms of the depositary arrangement with respect
to any debt securities of a series and the rights of and limitations upon owners of beneficial interests in a global security will
be described in the applicable prospectus supplement.
The
indenture and the debt securities will be governed by, and construed in accordance with, the internal laws of the State of New
York, unless we otherwise specify in the applicable prospectus supplement.
Description of Warrants
We may issue and offer
warrants under the material terms and conditions described in this prospectus and any accompanying prospectus supplement. The accompanying
prospectus supplement may add, update or change the terms and conditions of the warrants as described in this prospectus.
General
We may issue warrants to
purchase our shares, or debt securities. Warrants may be issued independently or together with any securities and may be attached
to or separate from those securities. The warrants will be issued under warrant agreements to be entered into between us and a
bank or trust company, as warrant agent, all of which will be described in the prospectus supplement relating to the warrants we
are offering. The warrant agent will act solely as our agent in connection with the warrants and will not have any obligation or
relationship of agency or trust for or with any holders or beneficial owners of warrants.
Equity Warrants
Each equity warrant issued
by us will entitle its holder to purchase the equity securities designated at an exercise price set forth in, or to be determinable
as set forth in, the related prospectus supplement. Equity warrants may be issued separately or together with equity securities.
The equity warrants are
to be issued under equity warrant agreements to be entered into between us and one or more banks or trust companies, as equity
warrant agent, as will be set forth in the applicable prospectus supplement and this prospectus.
The particular terms of the equity warrants,
the equity warrant agreements relating to the equity warrants and the equity warrant certificates representing the equity warrants
will be described in the applicable prospectus supplement, including, as applicable:
| · | the title of the equity warrants; |
| · | the initial offering price; |
| · | the aggregate amount of equity warrants and the aggregate amount of equity securities purchasable
upon exercise of the equity warrants; |
| · | the currency or currency units in which the offering price, if any, and the exercise price are
payable; |
| · | if applicable, the designation and terms of the equity securities with which the equity warrants
are issued, and the amount of equity warrants issued with each equity security; |
| · | the date, if any, on and after which the equity warrants and the related equity security will be
separately transferable; |
| · | if applicable, the minimum or maximum amount of the equity warrants that may be exercised at any
one time; |
| · | the date on which the right to exercise the equity warrants will commence and the date on which
the right will expire; |
| · | if applicable, a discussion of United States federal income tax, accounting or other considerations
applicable to the equity warrants; |
| · | anti-dilution provisions of the equity warrants, if any; |
| · | redemption or call provisions, if any, applicable to the equity warrants; and |
| · | any additional terms of the equity warrants, including terms, procedures and limitations relating
to the exchange and exercise of the equity warrants. |
Holders of equity warrants
will not be entitled, solely by virtue of being holders, to vote, to consent, to receive dividends, to receive notice as shareholders
with respect to any meeting of shareholders for the election of directors or any other matters, or to exercise any rights whatsoever
as a holder of the equity securities purchasable upon exercise of the equity warrants.
Debt Warrants
Each debt warrant issued
by us will entitle its holder to purchase the debt securities designated at an exercise price set forth in, or to be determinable
as set forth in, the related prospectus supplement. Debt warrants may be issued separately or together with debt securities.
The debt warrants are to
be issued under debt warrant agreements to be entered into between us, and one or more banks or trust companies, as debt warrant
agent, as will be set forth in the applicable prospectus supplement and this prospectus. The particular terms of each issue of
debt warrants, the debt warrant agreement relating to the debt warrants and the debt warrant certificates representing debt warrants
will be described in the applicable prospectus supplement, including, as applicable:
| · | the title of the debt warrants; |
| · | the initial offering price; |
| · | the title, aggregate principal amount and terms of the debt securities purchasable upon exercise
of the debt warrants; |
| · | the currency or currency units in which the offering price, if any, and the exercise price are
payable; |
| · | the title and terms of any related debt securities with which the debt warrants are issued and
the amount of the debt warrants issued with each debt security; |
| · | the date, if any, on and after which the debt warrants and the related debt securities will be
separately transferable; |
| · | the principal amount of debt securities purchasable upon exercise of each debt warrant and the
price at which that principal amount of debt securities may be purchased upon exercise of each debt warrant; |
| · | if applicable, the minimum or maximum amount of warrants that may be exercised at any one time; |
| · | the date on which the right to exercise the debt warrants will commence and the date on which the
right will expire; |
| · | if applicable, a discussion of United States federal income tax, accounting or other considerations
applicable to the debt warrants; |
| · | whether the debt warrants represented by the debt warrant certificates will be issued in registered
or bearer form, and, if registered, where they may be transferred and registered; |
| · | anti-dilution provisions of the debt warrants, if any; |
| · | redemption or call provisions, if any, applicable to the debt warrants; and |
| · | any additional terms of the debt warrants, including terms, procedures and limitations relating
to the exchange and exercise of the debt warrants. |
Debt warrant certificates
will be exchangeable for new debt warrant certificates of different denominations and, if in registered form, may be presented
for registration of transfer, and debt warrants may be exercised at the corporate trust office of the debt warrant agent or any
other office indicated in the related prospectus supplement. Before the exercise of debt warrants, holders of debt warrants will
not be entitled to payments of principal of, premium, if any, or interest, if any, on the debt securities purchasable upon exercise
of the debt warrants, or to enforce any of the covenants in the indentures governing such debt securities.
Certain Income Tax Considerations
Material income tax consequences
relating to the purchase, ownership and disposition of any of the securities offered by this prospectus will be set forth in the
applicable prospectus supplement relating to the offering of those securities.
Plan of Distribution
We may sell or distribute
the securities offered by this prospectus, from time to time, in one or more offerings, as follows:
| · | to dealers or underwriters for resale; |
| · | directly to investors; or |
| · | through a combination of any of these methods of sale. |
We will set forth in a
prospectus supplement or free writing prospectus the terms of the offering of securities, including:
| · | the name or names of any agents or underwriters; |
| · | the purchase price of the securities being offered and the proceeds we will receive from the sale; |
| · | any over-allotment options under which underwriters may purchase additional securities from us; |
| · | any agency fees or underwriting discounts and other items constituting agents’ or underwriters’
compensation; |
| · | the public offering price; |
| · | any discounts or concessions allowed or reallowed or paid to dealers; and |
| · | any securities exchanges on which such securities may be listed. |
If we use underwriters
for a sale of securities, the underwriters will acquire the securities for their own account. The underwriters may resell the
securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions
set forth in the applicable underwriting agreement. The underwriters will be obligated to purchase all the securities of the series
offered if they purchase any of the securities of that series. We may change from time to time any public offering price and any
discounts or concessions the underwriters allow or reallow or pay to dealers. We may use underwriters with whom we have a material
relationship. We will describe in a prospectus supplement or free writing prospectus naming the underwriter and the nature of
any such relationship.
We may designate agents
who agree to use their reasonable efforts to solicit purchases for the period of their appointment or to sell securities on a continuing
basis.
We may also sell securities
directly to one or more purchasers without using underwriters or agents.
Underwriters, dealers and
agents that participate in the distribution of the securities may be underwriters as defined in the Securities Act, and any discounts
or commissions they receive from us and any profit on their resale of the securities may be treated as underwriting discounts and
commissions under the Securities Act. We will identify in the applicable prospectus supplement or a free writing prospectus any
underwriters, dealers or agents and will describe their compensation. We may have agreements with the underwriters, dealers and
agents to indemnity them against specified civil liabilities, including liabilities under the Securities Act. Underwriters, dealers
and agents may engage in transactions with or perform services for us in the ordinary course of their businesses.
We will bear all costs,
expenses and fees in connection with the registration of the securities as well as the expenses of all commissions and discounts,
if any, attributable to the sales of securities by us.
Unless otherwise specified
in the applicable prospectus supplement or any free writing prospectus, each class or series of securities will be a new issue
with no established trading market, other than our shares, which are listed on the NASDAQ Global Market. We may elect to list any
other class or series of securities on any exchange, but we are not obligated to do so. It is possible that one or more underwriters
may make a market in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any
market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for any of the
securities.
In connection with an offering,
an underwriter may purchase and sell securities in the open market. These transactions may include short sales, stabilizing transactions
and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of
securities than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not
greater than the underwriters’ option to purchase additional securities, if any, from us in the offering. If the underwriters
have an over-allotment option to purchase additional securities from us, the underwriters may close out any covered short position
by either exercising their over-allotment option or purchasing securities in the open market. In determining the source of securities
to close out the covered short position, the underwriters may consider, among other things, the price of securities available for
purchase in the open market as compared to the price at which they may purchase securities through the over-allotment option. “Naked”
short sales are any sales in excess of such option or where the underwriters do not have an over-allotment option. The underwriters
must close out any naked short position by purchasing securities in the open market. A naked short position is more likely to be
created if the underwriters are concerned that there may be downward pressure on the price of the securities in the open market
after pricing that could adversely affect investors who purchase in the offering.
Accordingly, to cover these
short sales positions or to otherwise stabilize or maintain the price of the securities, the underwriters may bid for or purchase
securities in the open market and may impose penalty bids. If penalty bids are imposed, selling concessions allowed to syndicate
members or other broker-dealers participating in the offering are reclaimed if securities previously distributed in the offering
are repurchased, whether in connection with stabilization transactions or otherwise. The effect of these transactions may be to
stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market.
The impositions of a penalty bid may also affect the price of the securities to the extent that it discourages resale of the securities.
The magnitude or effect of any stabilization or other transactions is uncertain. These transactions may be effected on the NASDAQ
Global Market or otherwise and, if commenced, may be discontinued at any time.
We may enter into derivative transactions with
third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the
applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use
securities pledged by or borrowed from us or others to settle those sales or to close out any related open borrowings of stock,
and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The
third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement or
a post-effective amendment.
In addition, we may loan
or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus.
Such financial institution or third party may transfer its economic short position to investors in our securities or in connection
with a concurrent offering of other securities offered by this prospectus or otherwise.
Legal Matters
We are being represented
by Schiff Hardin LLP, Washington, DC with respect to legal matters of United States federal securities and Delaware law. The validity
of the shares offered in this offering and legal matters as to British Virgin Islands law will be passed upon for us by Harney
Westwood & Riegels. Legal matters will be passed upon for any underwriters, dealers or agents by counsel named in the applicable
prospectus supplement.
Experts
The financial statements
incorporated by reference in this prospectus have been audited by Crowe Horwath (HK) CPA Limited, our independent registered public
accounting firm, and are included in reliance upon such reports given upon the authority of said firm as experts in auditing and
accounting.
Enforceability of Civil Liabilities
Many of our 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. 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.
Substantially all of our
operations and records, and most of our senior management are located in the PRC. Our shareholders have limited ability to assert
and collect on claims in litigation against us and our principals. In addition, corporate organization and structure could further
impede the ability of a person to prove a claim or collect on a judgment against the Company. Finally, China has very restrictive
secrecy laws that prohibit the delivery of many of the financial records maintained by a business located in China to third parties
absent Chinese government approval. Since discovery is an important part of proving a claim in litigation, and since most if not
all of the Company’s records are in China, Chinese secrecy laws could frustrate efforts to prove a claim against the Company
or its management. In order to commence litigation in the United States against an individual such as an officer or director, that
individual must be served. While directors and officers of a Delaware corporation are routinely served for purposes of a suit against
them in Delaware for breach of fiduciary duty and there are means of serving individuals who reside outside the United States in
other litigation, generally service requires the cooperation of the country in which a defendant resides. China has a history of
failing to cooperate in efforts to effect such service upon Chinese citizens in China. These and other similar PRC laws and regulations
could substantially impair our shareholders abilities to investigate and prosecute claims against our Company, our officers and
our directors.
Incorporation of Documents by Reference
The SEC allows us to “incorporate
by reference” the information we file with them. This means that we can disclose important information to you by referring
you to those documents. Each document incorporated by reference is current only as of the date of such document, and the incorporation
by reference of such documents should not create any implication that there has been no change in our affairs since the date thereof
or that the information contained therein is current as of any time subsequent to its date. The information incorporated by reference
is considered to be a part of this prospectus and should be read with the same care. When we update the information contained in
documents that have been incorporated by reference by making future filingswith the SEC, the information incorporated by reference
in this prospectus is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency
between information contained in this prospectus and information incorporated by reference into this prospectus, you should rely
on the information contained in the document that was filed later.
We incorporate by reference
the documents listed below:
| · | our Annual Report on Form 20-F for the fiscal year ended December 31, 2014 filed with the SEC on
April 20, 2015; |
| · | our
material change report in connection with the Company’s mid-year
unaudited financial information on Form 6-K furnished to the SEC on October 8, 2015 |
| · | our material change
report dated August 19, 2015 in connection with a press release distribution, included
as Exhibit 99.1 to our Report on Form 6-K furnished to the SEC on August 19, 2015 |
| · | our material change report dated June 4, 2015 in connection with a press release distribution,
included as Exhibit 99.1 to our Report on Form 6-K furnished to the SEC on June 9, 2015; and |
| · | with respect to each offering of securities under this prospectus, all our subsequent Annual Reports
on Form 20-F and any report on Form 6-K that (i) we file or furnish with the SEC on or after the date on which this prospectus
is first filed with the SEC and until the termination or completion of the offering under this prospectus and (ii) indicates that
it is being incorporated by reference in this prospectus. |
Unless expressly incorporated
by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with,
the SEC. We will provide to each person, including any beneficial owner, who receives a copy of this prospectus, upon written or
oral request, without charge, a copy of any or all of the documents we refer to above which we have incorporated by reference in
this prospectus, except for exhibits to such documents unless the exhibits are specifically incorporated by reference into this
prospectus. You should direct your requests to the attention of our chief financial officer at our principal executive office located
in c/o Junbing Industrial Zone, Anhai, Jinjiang City, Fujian Province, PRC. Our telephone number at this address is +86 (595) 8576
5053 and our fax number is Fax: +86 (595) 8576 5059.
You should rely only on
the information contained or incorporated by reference in this prospectus, in any applicable prospectus supplement or any related
free writing prospectus that we may authorize to be delivered to you. We have not authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent information, you should not rely on it. We will not
make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the
information appearing in this prospectus, the applicable supplement to this prospectus or in any related free writing prospectus
is accurate as of its respective date, and that any information incorporated by reference is accurate only as of the date of the
document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and
prospects may have changed since those dates.
Where You Can Find More Information
We have filed with the
SEC a registration statement on Form F-3 under the Securities Act with respect to the offer and sale of securities pursuant to
this prospectus. This prospectus, filed as a part of the registration statement, does not contain all of the information set forth
in the registration statement or the exhibits and schedules thereto in accordance with the rules and regulations of the SEC and
no reference is hereby made to such omitted information. Statements made in this prospectus concerning the contents of any contract,
agreement or other document filed as an exhibit to the registration statement are summaries of all of the material terms of such
contract, agreement or document, but do not repeat all of their terms. Reference is made to each such exhibit for a more complete
description of the matters involved and such statements shall be deemed qualified in their entirety by such reference.
We are subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are applicable to a foreign private
issuer. In accordance with the Exchange Act, we file reports with the SEC, including annual reports on Form 20-F which are required
to be filed within four months following our fiscal year end. Our fiscal year end is December 31 of each year. We also furnish
to the SEC under cover of Form 6-K material information required to be made public in the British Virgin Islands, filed with and
made public by any stock exchange or automated quotation system or distributed by us to our shareholders. As a foreign private
issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders.
In addition, our officers, directors and principal shareholders are exempt from the “short-swing profits” reporting
and liability provisions contained in Section 16 of the Exchange Act and related Exchange Act rules.
The registration statement
and the exhibits and schedules thereto, and reports and other information filed by us with the SEC may be inspected, without charge,
and copies may be obtained at prescribed rates, at the public reference facility maintained by the SEC at its principal office
at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference facility by
calling 1-800-SEC-0330. The SEC also maintains a website that contains reports, proxy and information statements and other information
regarding registrants that file electronically through the SEC’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”)
system, including the Company, which can be accessed at http://www.sec.gov.
Prospectus
China Ceramics Co., Ltd.
$20,000,000
Shares
Debt securities
Warrants
PROSPECTUS
, 2016
You should rely only on the information
contained in this prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in
this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted. The information contained in this prospectus is correct only as of the date of this prospectus,
regardless of the time of the delivery of this prospectus or the sale of these securities.
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