CORRESP 1 filename1.htm Unassociated Document
 
 
August 16, 2010
 

Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549-3628
Mail Stop 3030
  

 
Re:
China Ceramics Co., Ltd.
Schedule TO-I/A
Filed August 11, 2010
File No. 005-85253
 
 
On behalf of our client, China Ceramics Co., Ltd., a British Virgin Islands business company (the “Company”), we hereby provide responses to comments issued in a letter dated August 13, 2010 (the “Staff’s Letter”) regarding the Company’s Schedule TO-I/A and related exhibits (the “Tender Offer Documents”).
 
In order to facilitate the review by the Commission’s staff (the “Staff”) of the Tender Offer Documents, we have responded, on behalf of the Company, to each of the comments set forth in the Staff’s Letter, on a point-by-point basis.  The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraphs in the Staff’s Letter.
 
The Company’s responses to the Staff’s comments set forth in the Staff’s Letter are as follows:
 
 
Exhibit 99(a)(1)(A). Offer to Exchange
 
Cover page
 
1.  
We note the response to prior comment 3.  Please revise to specify book value per share as of the most recent balance sheet date.  Refer to Item 1010(c) of Regulation M-A.
 
COMPANY RESPONSE: Changes in response to the Staff’s comment have been made in the Offer Letter under “The Offer, Section 9. Financial Information Regarding the Company.”
 
 
Warrant Holder Lock Up Agreements, page 13
 
2.  
We refer to your response to prior comment 5.  Supplementally advise us of the percentage of warrants beneficially owned by each of the 12 persons who executed lock-up arrangements.
 
COMPANY RESPONSE: The below table indicates the percentage of warrants beneficially owned by each of the persons who signed lock-up arrangements with the Company.
 
Name
  
Relationship to Company
  
Warrants Subject to Lock-Up
    
Percentage of Total Outstanding Warrants
  
Steven Oliveira (1)
  
None
     1,970,000       13.54 %
Clear Harbor Asset Management, LLC
  
None
     1,039,600       7.14 %
Bradley Radoff
  
None
     415,000       2.85 %
Greenstone Value Opportunity Fund
  
None
     400,000       2.75 %
Clear Harbor Asset Management, LLC
  
None
     393,400       2.70 %
Perry J. Radoff, PC, Profit Sharing Plan
  
None
     345,000       2.37 %
Paul Kelly
  
Non-Executive Chairman and Director
     941,875       6.47 %
Cheng Yan Davis
  
Director
     99,000       0.68 %
James D. Dunning, Jr.
  
Former Officer or Director
     941,875       6.47 %
Alan G. Hassenfeld
  
Former Officer or Director
     495,000       3.40 %
Xiao Feng
  
Former Officer or Director
     49,500       0.34 %
Gregory E. Smith
  
Former Officer or Director
     123,750       0.85 %
TOTAL
         7,214,000       49.57 %

(1) Mr. Oliveira has beneficial ownership of the shares owned by Chardan SPAC Asset Management, Steven M. Oliveira 1998 Charitable Remainder Unitrust and Steven M. Oliveira Roth IRA.
 
In addition, included herewith is a written statement by the Company in which it acknowledges that:
 
·  
The company is responsible for the adequacy and accuracy of the disclosure in the filings;
 
·  
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
 
 
·  
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 
 
Thank you for your time and attention to this filing.  Should you have any questions concerning any of the foregoing please contact me by telephone at (212) 407-4866.
 
 
Sincerely,

/s/ Giovanni Caruso
Giovanni Caruso
 

 
CHINA CERAMICS CO., LTD.
 
c/o Jinjiang Hengda Ceramics Co., Ltd.
 
Junbing Industrial Zone
 
Anhai, Jinjiang City
 
Fujian Province, PRC
 
August 16, 2010

Melissa Campbell Duru
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549-3628
Mail Stop 3030
 
  

 
Re:
China Ceramics Co., Ltd.
Schedule TO-I/A
Filed August 11, 2010
File No. 005-85253
 
Dear Ms. Duru:
 
I am the Chief Financial Officer of China Ceramics Co., Ltd., a British Virgin Islands business company (the “Company”), writing for and on behalf of the Company.  The Company hereby acknowledges that:
 
·  
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
 
·  
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
 
·  
the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 
Sincerely,

/s/ Hen Man Edmund
Hen Man Edmund
Chief Financial Officer