Registration No. 333-
As filed with the Securities and Exchange
Commission on July 10, 2020
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
(Including registration of shares for
resale by means of a reoffer prospectus)
China
Ceramics Co., Ltd.
(Exact name of registrant as specified in
its charter)
British
Virgin Islands
(State or other jurisdiction
of incorporation or organization)
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Not applicable
(I.R.S. Employer
Identification No.)
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c/o Jinjiang Hengda Ceramics Co., Ltd.
Junbing Industrial Zone, Anhai, Jinjiang
City, Fujian Province, PRC
(Address of principal executive offices, including zip code)
China Ceramics Co., Ltd.
2019 Equity Incentive Plan (the “2019
Plan”)
(Full title of the plan)
Huang Meishuang, Chief Executive Officer
c/o Jinjiang Hengda Ceramics Co., Ltd.,
Junbing Industrial Zone
Anhai, Jinjiang City, Fujian Province,
PRC
Telephone: +86 (595) 8576 5053
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Ralph V. De Martino, Esq.
Alec Orudjev, Esq.
Schiff Hardin LLP, 901 K Street, Suite
700
Washington, DC 20001
tel: (202) 724-6848
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer x
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Smaller reporting company x
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Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
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Amount
to be registered(1)
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Proposed
maximum
offering price per
share
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Proposed maximum
aggregate offering
price(2)
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Amount of
registration fee
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Shares, par value $0.008
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1,000,000
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$
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0.76
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$
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760,000
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$
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98.65
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(1)
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Represents 1,000,000 shares issued pursuant to the 2019 Plan.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, based on the average of the high and low selling prices of the Company’s common stock as reported on the NASDAQ Stock Market on July 7, 2020.
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EXPLANATORY
NOTE
This
Registration Statement is being filed by the Registrant in accordance with the requirements of Form S-8 under the Securities Act
in order to register 1,000,000 Shares issuable under the China Ceramics Co., Ltd. 2019 Equity Incentive Plan (the “2019 Plan”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
This Registration Statement relates to two separate prospectuses.
Section 10(a) Prospectus:
Items 1 and 2, from this page, and the documents incorporated by reference pursuant to Part II, Item 3 of this prospectus, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the “Securities Act”).
Reoffer Prospectus:
The material that follows Item 2, up to but not including Part II of this Registration Statement, of which the reoffer prospectus
is a part, constitutes a “reoffer prospectus,” prepared in accordance with the requirements of Part I of Form F-3 under
the Securities Act. Pursuant to Instruction C of Form S-8, the reoffer prospectus may be used for reoffers or resales of shares
of shares which are deemed to be “control securities” or “restricted securities” under the Securities Act
that have been acquired by the selling stockholders named in the reoffer prospectus.
Item 1. Plan
Information.*
Item 2. Registrant
Information and Employee Plan Annual Information.*
* The
documents containing the information specified in this Part I of Form S-8 (Plan Information and Registration
Information and Employee Plan Annual Information) will be sent or given to recipients of the grants under the 2019 Plan as
specified by the Commission pursuant to Rule 428(b)(1) of the Securities Act. Such documents are not required to be
and are not filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them
of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of
Part II hereof and including the statement in the preceding sentence. The written statement to all participants will
indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant
to Rule 428(b), and will include the address and telephone number to which the request is to be directed.
REOFFER PROSPECTUS
CHINA CERAMICS CO., LTD.
1,000,000 Shares
This reoffer prospectus
relates to the sale 1,000,000 shares that may be offered and resold from time to time by the selling stockholders identified in
this prospectus for their own account. It is anticipated that the selling stockholders will offer shares for sale at prevailing
prices on The NASDAQ Capital Market on the date of sale. We will receive no part of the proceeds from sales made under this reoffer
prospectus. The selling stockholders will bear all sales commissions and similar expenses. Any other expenses incurred by us in
connection with the registration and offering and not borne by the selling stockholders will be borne by us.
The shares have been
or will be issued pursuant to awards granted under the China Ceramics Co., Ltd. 2019 Equity Incentive Plan (the “2019 Plan”).
This reoffer prospectus has been prepared for the purposes of registering the shares under the Securities Act of 1933, as amended
(the “Securities Act”) to allow for future sales by the selling stockholders on a continuous or delayed basis to the
public without restriction.
The selling stockholders
and any brokers executing selling orders on its behalf may be deemed to be “underwriters” within the meaning of the
Securities Act, in which event commissions received by such brokers may be deemed to be underwriting commissions under the Securities
Act.
Our shares are quoted
on The NASDAQ Capital Market under the symbol “CCCL”. The last reported sale price of our shares on The NASDAQ Capital
Market on July 7, 2020 was $0.76 per share.
Investing in our
shares involves risks. See "Risk Factors" on page 4 of this reoffer prospectus.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is July 10,
2020
TABLE OF CONTENTS
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH THE OFFERING MADE HEREBY, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OTHER
PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
PROSPECTUS SUMMARY
This summary highlights information contained
elsewhere in this prospectus. You should read the entire prospectus carefully, including the section entitled “Risk Factors”
before deciding to invest in our shares. In this prospectus, unless otherwise noted, the “Company,” “we,”
“us,” “our company” and “our” refer to the China Ceramics Co., Ltd. 2019 Equity Incentive Plan
(together with its subsidiaries and affiliated entities, except as the context indicates otherwise).
Our Company
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: porcelain tiles, glazed tiles, glazed porcelain
tiles, rustic tiles, and 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.
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.
We make available free
of charge on our website our annual, quarterly and current reports, including amendments to such reports, as soon as reasonably
practicable after we electronically file such material with, or furnish such material to, the SEC. Information contained on our
website is not incorporated by reference into this prospectus supplement or the accompanying prospectus, and you should not consider
information contained on our website as part of this prospectus supplement or the accompanying prospectus.
About This Offering
This
offering relates to the resale by the selling stockholders of up to 1,000,000 shares. The selling stockholders have acquired or
will acquire such shares pursuant to grants made pursuant to the 2019 Plan.
RISK FACTORS
Investing in
our shares involves a high degree of risk. Before making an investment decision, you should consider carefully the risks,
uncertainties and other factors described in our most recent Annual Report on Form 20-F, as supplemented and updated by
subsequent reports that we have filed or will file with the SEC, which are incorporated by reference into this prospectus.
Our business, affairs, prospects, assets, financial condition, results of operations and cash flows could be materially and
adversely affected by these risks. For more information about our SEC filings, please see “Additional Information
Available to You.”
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus and
the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we intend that such
forward-looking statements be subject to the safe harbors created thereby. All statements, other than statements of historical
fact, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs,
prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,” “believe,”
“continue,” “should,” “estimate,” “expect,” “intend,” “may,”
“plan,” “project,” “will,” and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain these identifying words.
We may not actually
achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance
on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations
disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included and
incorporated by reference in this prospectus that we believe could cause actual results or events to differ materially from the
forward-looking statements that we make. See the section entitled “Risk Factors” herein for more information. You should
consider these factors and other cautionary statements made in this prospectus and in the documents we incorporate by reference
as being applicable to all related forward-looking statements wherever they appear in the prospectus and in the documents incorporated
by reference. We do not assume any obligation to update any forward-looking statements, except as may be required under applicable
law.
USE OF PROCEEDS
We
will not receive any proceeds from the sale of shares offered by the selling stockholders.
SELLING STOCKHOLDERS
This prospectus relates
to the offering by the selling stockholders of up to 1,000,000 shares. These shares have been or will be granted to the selling
stockholders under the 2019 Plan.
The following table
sets forth, based on information provided to us by the selling stockholders or known to us, the name of the selling stockholders,
the nature of any position, office or other material relationship, if any, which the selling stockholders has had, within the past
three years, with us or with any of our predecessors or affiliates, and the number of shares beneficially owned by the selling
stockholder before this offering. The number of shares owned are those beneficially owned, as determined under the rules of
the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules,
beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power and any shares
which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion
of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account
or similar arrangement. The selling stockholders are not a broker-dealer or an affiliate of a broker-dealer.
We have assumed all
shares reflected on the table will be sold from time to time in the offering covered by this prospectus. Because the selling
stockholders may offer all or any portions of the shares listed in the table below, no estimate can be given as to the amount of
those shares covered by this prospectus that will be held by the selling stockholders upon the termination of the offering. As
of July 8, 2020, the Company had 9,139,707 shares outstanding.
Selling Stockholder/Office Held
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Number of Shares Beneficially Owned Before Offering
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Number of Shares Offered
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Number of Shares Beneficially Owned After Offering
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Percentage of Shares Beneficially Owned After Offering
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Huang Meishuang, Chief Executive Officer
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41,250
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*
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*
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*
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Hen Man Edmund, Chief Financial Officer
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10,135
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*
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*
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*
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* Under the terms of
the 2019 Plan, subject to the total number of shares authorized under the Plan, the Company intends to effect equity grants to
(i) Huang Meishuang, the Company’s CEO, $42,000 per calendar quarter for the two calendar quarters in 2020 ending September
30, 2020 and December 31, 2020; $49,500 per calendar quarter in 2021; $54,000 per calendar quarter in 2022; and $57,000 per calendar
quarter in 2023 from January 1, 2023 to June 30, 2023, (ii) to Hen Man Edmund, the Company’s CFO, issuable monthly, in the
amount of shares equal to the $7,500 equivalent, and (iii) The number of shares so issuable will be determined by dividing the
issuance dollar amount by the closing per share price of the Company’s shares as reported on the NASDAQ Stock Market on the
last trading day of each respective applicable issuance period.
PLAN OF DISTRIBUTION
Timing of Sales
The
selling stockholders may offer and sell the shares covered by this prospectus at various times. The selling stockholders will act
independently of our company in making decisions with respect to the timing, manner and size of each sale. To our knowledge,
the selling stockholders have no agreement or understanding, directly or indirectly, with any person to resell the shares covered
by this prospectus.
Offering Price
The sales price offered
by the selling stockholders to the public may be:
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the market price prevailing at the time of sale;
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2.
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a price related to such prevailing market price; or
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3.
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such other price as the selling stockholders determine from time to time.
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Manner of Sale
The shares may be sold
by means of one or more of the following methods:
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a block trade in which the broker-dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
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2.
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purchases by a broker-dealer as principal and resale by that broker-dealer for its account pursuant to this prospectus;
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3.
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ordinary brokerage transactions in which the broker solicits purchasers;
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4.
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through options, swaps or derivatives;
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5.
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in transactions to cover short sales;
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6.
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privately negotiated transactions; or
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7.
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in a combination of any of the above methods.
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The selling
stockholders may sell their shares directly to purchasers or may use brokers, dealers, underwriters or agents to sell shares.
Brokers or dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions, discounts or concessions from the selling stockholders or, if any such broker-dealer acts as
agent for the purchaser of shares, from the purchaser in amounts to be negotiated immediately prior to the sale. The
compensation received by brokers or dealers may, but is not expected to, exceed that which is customary for the types of
transactions involved. Broker-dealers may agree with a selling stockholder to sell a specified number of shares of shares at
a stipulated price per common share, and, to the extent the broker-dealer is unable to do so acting as agent for a selling
stockholder, to purchase as principal any unsold shares of shares at the price required to fulfill the broker-dealer
commitment to the selling stockholders. Broker-dealers who acquire shares as principal may thereafter resell the shares from
time to time in transactions, which may involve block transactions and sales to and through other broker-dealers, including
transactions of the nature described above, on The NASDAQ Capital Market or otherwise at prices and on terms then prevailing
at the time of sale, at prices then related to the then-current market price or in negotiated transactions. In connection
with resales of the shares, broker-dealers may pay to or receive from the purchasers of shares commissions as described
above. If the selling stockholders enter into arrangements with brokers or dealers, as described above, we are obligated to
file a post-effective amendment to this registration statement disclosing such arrangements, including the names of any
broker-dealers acting as underwriters.
The selling stockholders
and any broker-dealers or agents that participate with the selling stockholder in the sale of the shares may be deemed to be “underwriters”
within the meaning of the Securities Act. In that event, any commissions received by broker-dealers or agents and any profit on
the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
Sales Pursuant to Rule 144
Any shares covered
by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than
Regulation M
The selling stockholders
must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the shares. In particular
we will advise the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply
to sales of shares in the market and to the activities of the selling stockholders and their affiliates. Regulation M under
the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for, or purchasing for an account
in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Accordingly,
during such times as selling stockholders may be deemed to be engaged in a distribution of the shares, and therefore be considered
to be an underwriter, the selling stockholders must comply with applicable law and, among other things:
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may not engage in any stabilization activities in connection with our shares;
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2.
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may not cover short sales by purchasing shares while the distribution is taking place; and
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3.
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may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.
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In addition, we will
make copies of this prospectus available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements
of the Securities Act.
State Securities Laws
Under the securities
laws of some states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition,
in some states the shares may not be sold unless the shares have been registered or qualified for sale in the state or an exemption
from registration or qualification is available and is complied with.
Expenses of Registration
We are bearing all
costs relating to the registration of the shares. The selling stockholders, however, will pay any commissions or other fees payable
to brokers or dealers in connection with any sale of the shares.
LEGAL MATTERS
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.
EXPERTS
The financial statements
incorporated by reference in this prospectus have been audited by Centurion ZD CPA & Co., 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.
INCORPORATION
OF CERTAIN DOCUMENTS by Reference
China Ceramics Co.,
Ltd. (the “Company”) is subject to the informational requirements of the Securities Exchange Act of 1934, as amended
(the “1934 Act”) and, accordingly, files periodic reports and other information with the Commission. Reports, proxy
statements and other information concerning the Company filed with the Commission may be inspected and copies may be obtained (at
prescribed rates) at the Commission’s Public Reference Section, Room 1024, 100 F Street, N.E., Room 1580, Washington, D.C.
20549. The Commission also maintains a Web site that contains reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission, including the Company. The address for the Commission’s Web site
is “http://www.sec.gov”. The following documents are incorporated by reference in this Registration Statement:
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The Company’s Annual Report on Form 20-F for the fiscal year
ended December 31, 2019 filed with the Commission on May 20, 2020;
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•
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The GAAP financial information contained in Exhibit 99.1 of the
Company’s Current Reports on Form 6-K furnished to the Commission on September 25, 2019,
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The Company’s Current Reports on Form 6-K furnished to the
Commission on January 13, January 14 (Two Filings), February 25, March 24, April 20 and May 26, 2020, respectively, and April 4, 2017; and
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•
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The description of the Company’s Shares contained in Item
1 of the registration statement on Form 8-A12B (File No. 001-34944) filed with the Commission on November 11, 2010.
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In addition to the
foregoing, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and, to the extent specifically designated therein, reports on Form 6-K furnished
by the Company to the Commission, in each case, subsequent to the effective date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement indicating that all securities offered under this Registration
Statement have been sold, or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing or furnishing of such documents.
Any statement contained
herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
Disclosure
Of Commission Position On Indemnification For Securities Act Liabilities
British
Virgin Islands law does limit the extent to which a company’s memorandum and articles of association may provide for
indemnification of officers and directors. The Company’s Memorandum and Articles of Association provides for
indemnification of its officers and directors for any liability incurred in their capacities as such, except through their
own fraud or willful default to the extent permitted under BVI law. Indemnification is only available to a person who acted
in good faith and in what that person believed to be in the Company’s best interests. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has 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 theretofore
unenforceable.
Additional
Information Available to You
This prospectus is
part of a Registration Statement on Form S-8 that we filed with the SEC. Certain information in the Registration Statement has
been omitted from this prospectus in accordance with the rules of the SEC. We file annual reports and other information with the
SEC. You can inspect and copy the Registration Statement as well as other information we have filed with the SEC at the public
reference room maintained by the SEC at 100 F Street N.E. Washington, D.C. 20549. You can obtain copies from the public reference
room of the SEC at 100 F Street N.E. Washington, D.C. 20549, upon payment of certain fees. You can call the SEC at 1-800-732-0330
for further information about the public reference room. We are also required to file electronic versions of these documents with
the SEC, which may be accessed through the SEC’s World Wide Web site at http://www.sec.gov. No dealer, salesperson or other
person is authorized to give any information or to make any representations other than those contained in this prospectus, and,
if given or made, such information or representations must not be relied upon as having been authorized by us. This prospectus
does not constitute an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a
solicitation of an offer to buy any securities by any person in any jurisdiction where such offer or solicitation is not authorized
or is unlawful. Neither delivery of this prospectus nor any sale hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of our company since the date hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3.
Incorporation of Documents by Reference.
China Ceramics Co.,
Ltd. (the “Company”) is subject to the informational requirements of the Securities Exchange Act of 1934, as amended
(the “1934 Act”) and, accordingly, files periodic reports and other information with the Commission. Reports, proxy
statements and other information concerning the Company filed with the Commission may be inspected and copies may be obtained (at
prescribed rates) at the Commission’s Public Reference Section, Room 1024, 100 F Street, N.E., Room 1580, Washington, D.C.
20549. The Commission also maintains a Web site that contains reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission, including the Company. The address for the Commission’s Web site
is “http://www.sec.gov”. The following documents are incorporated by reference in this Registration Statement:
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•
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The Company’s Annual Report on Form 20-F for the fiscal year
ended December 31, 2019 filed with the Commission on May 20, 2020;
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•
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The GAAP financial information contained in Exhibit 99.1 of the
Company’s Current Reports on Form 6-K furnished to the Commission on September 25, 2019,
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•
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The Company’s Current Reports on Form 6-K furnished to the Commission on January
13, January 14 (Two Filings), February 25, March 24, April 20 and May 26, 2020, respectively, and April 4, 2017; and
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•
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The description of the Company’s Shares contained in Item
1 of the registration statement on Form 8-A12B (File No. 001-34944) filed with the Commission on November 11, 2010.
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In addition to
the foregoing, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and, to the extent specifically designated therein, reports on Form
6-K furnished by the Company to the Commission, in each case, subsequent to the effective date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered
under this Registration Statement have been sold, or deregistering all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing or furnishing of
such documents.
Any statement contained
herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
Item 4.
Description of Securities.
Not applicable.
Item 5.
Interests of Named Experts and Counsel.
None.
Item 6.
Indemnification of Directors and Officers.
British Virgin
Islands law does limit the extent to which a company’s memorandum and articles of association may provide for indemnification
of officers and directors. The Company’s Memorandum and Articles of Association provides for indemnification of its officers
and directors for any liability incurred in their capacities as such, except through their own fraud or willful default to the
extent permitted under BVI law. Indemnification is only available to a person who acted in good faith and in what that person believed
to be in the Company’s best interests. Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has 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 theretofore unenforceable.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits.
For a list of all exhibits
filed or included as part of this Registration Statement, see “Index to Exhibits” at the end of this Registration Statement.
Item 9.
Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities
Act”);
(ii)
To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
Signatures
Pursuant to the requirements
of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Jinjiang, Fujian Province, PRC on July 10, 2020.
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CHINA CERAMICS CO., LTD.
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Date: July 10, 2020
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By:
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/s/ Huang Meishuang
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Huang Meishuang Chief Executive Officer
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(Principal Executive Officer)
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Date: July 10, 2020
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By:
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/s/ Hen Man Edmund
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Hen Man Edmund
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Hen Man Edmund, his true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and any subsequent registration statements pursuant to Rule 462 of
the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the
dates indicated.
Date: July 10, 2020
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By:
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/s/ Roy Tan Choon Kang
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Roy Tan Choon Kang, Director
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Date: July 10, 2020
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By:
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/s/ Song Chungen
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Sing Chungen, Director
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Date: July 10, 2020
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By:
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/s/ Alex Ng Man Shek
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Alex Ng Man Shek, Director
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Date: July 10, 2020
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By:
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/s/ Shen Cheng Liang
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Shen Cheng Liang, Director
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EXHIBIT INDEX
*Filed or furnished herewith.
(1) Incorporated by reference to exhibits
of the same number filed with China Holdings Acquisition Corp.’s Registration Statement on Form F-1 or amendments thereto
(File No. 333-145085).
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