As filed with the Securities and Exchange Commission on October 27, 2009

File No. 333-161557

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

 

AMENDMENT NO. 2 TO
FORM F-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

China Ceramics Co., Ltd.

(Exact Name of Registrant as Specified in Its Charter)

N/A

(Translation of Registrant Name into English)

British Virgin Islands		3253		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification Number)

Craigmuir Chambers
Road Town
Tortola
British Virgin Islands
(284) 494-2233

(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)

 

c/o China Holdings Acquisition Corp.
1000 N. West Street, Suite 1200
Wilmington, DE 19801
Telephone: (302) 295-4832
Attn: Paul K. Kelly

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

 

Copies to:

Mitchell S. Nussbaum, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4159
Facsimile: (212) 504-3013

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after (i) this Registration Statement becomes effective, (ii) all other conditions to the merger of China Holdings Acquisition Corp., a Delaware corporation (“CHAC”), into the Registrant, with the Registrant surviving and the acquisition of Success Winner Limited (“Success Winner”), a British Virgin Islands company, by the Registrant, and (iii) all other conditions to the share purchase between CHAC, the Registrant, Success Winner, Jinjiang Hengda Ceramics Co., Limited and the shareholder of Success Winner, pursuant to the Merger and Stock Purchase Agreement attached as Annex A to the Proxy Statement/Prospectus contained herein have been satisfied or, with respect to the share purchase only, waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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CALCULATION OF REGISTRATION FEE

Title of Securities		Amount to Be Registered (3) (4)				Proposed Maximum Offering Price Per Security (1)				Proposed Maximum Aggregate Offering Price				Amount of Registration Fee (6)
Units, each consisting of one Share, $0.001 par value, and one warrant			12,800,000 Units			$	9.80			$	125,440,000			$	6,999.55
Shares included as part of the Units			12,800,000 Shares				—				—				—	(2)
Warrants included as part of the Units			12,800,000 Warrants				—				—				—	(2)
Shares underlying the Warrants included in the Units (5)			12,800,000 Shares			$	7.50			$	96,000,000			$	5,356.80
Shares held in escrow by initial stockholders of China Holdings Acquisition Corp.			1,600,000 Shares			$	9.62			$	15,392,000			$	858.87
Warrants issued to insiders (“Insider Warrants”)			2,750,000 Warrants			$	1.00			$	2,750,000			$	153.45
Shares underlying the Insider Warrants (3)			2,750,000 Shares				—				—				—	(2)
Total Fee														$	13,368.67

(1)

Based on the market price of the units, common stock and warrants of CHAC on August 19, 2009 for the purpose of calculating the registration fee pursuant to rule 457(f)(1).

(2)

No fee pursuant to Rule 457(i).

(3)

Pursuant to Rule 416, there are also being registered such additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(4)

The securities of the Registrant being registered will be exchanged on a one-for-one basis for securities of CHAC in connection with the merger of CHAC into the Registrant pursuant to which the current security holders of CHAC will become security holders of the Registrant, and the Registrant will become a public company domiciled in the British Virgin Islands.

(5)

Such shares are being offered on a continuous basis to the holders of the related warrant following the redomestication described in the proxy statement/prospectus included in this registration statement.

(6)

Previously paid.

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This proxy statement/prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS		SUBJECT TO COMPLETION, DATED OCTOBER 27, 2009

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
OF CHINA HOLDINGS ACQUISITION CORP.
AND PROSPECTUS FOR SHARES, WARRANTS AND UNITS
OF CHINA CERAMICS CO., LTD.

12,800,000 Units
29,950,000 Shares
15,550,000 Warrants
Proxy Statement/Prospectus dated       , 2009
and first mailed to stockholders and warrantholders on or about       , 2009

Dear Stockholders and Warrantholders:

The stockholders of China Holdings Acquisition Corp. are cordially invited to attend the special meeting of the stockholders relating to the Merger and Stock Purchase Agreement dated as of August 19, 2009, by and among CHAC, China Ceramics Co., Ltd., a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of CHAC, Success Winner Limited, a company incorporated in the British Virgin Islands, Jinjiang Hengda Ceramics Co., Limited, a company incorporated in the People’s Republic of China and Wong Kung Tok, the sole shareholder of Success Winner who as of the date hereof holds 100% of the issued and outstanding shares of Success Winner and the other related proposals. The aggregate value of the consideration to be paid by CHAC in the business combination is approximately $55.7 million (based on 5,743,320 shares to be issued to the post-business combination shareholders at a market value of $9.69 per share, the closing price of CHAC’s common stock as of October 15, 2009, and excluding 8,185,763 ordinary shares of China Ceramics placed in escrow, to be released in the event certain earnings and stock price thresholds are achieved (which shares have a market value of approximately $79.3 million, or $9.69 per share, based on the closing price of CHAC’s common stock as of October 15, 2009). CHAC will be merged into its British Virgin Islands subsidiary by immediately prior to the consummation of the Business Combination, which we refer to as the Redomestication.

In connection with the Redomestication, China Ceramics will issue its ordinary shares and warrants in exchange for the issued and outstanding securities of CHAC on a one-for-one basis, for a total of 14,400,000 shares and 15,550,000 warrants. This proxy statement/prospectus also constitutes a prospectus of China Ceramics for the ordinary shares, units and warrants to be issued to security holders of CHAC pursuant to the terms of the Redomestication. You will also be asked to vote on an increase in authorized capital in connection with the Redomestication. CHAC currently has authorized capital of 41,000,000 shares consisting of 40,000,000 shares of common stock and 1,000,000 shares of preferred stock and China Ceramics currently is authorized to issue 51,000,000 shares of a single class. This proposal would permit the issuance of an additional 10,000,000 shares not currently authorized by CHAC.

CHAC’s common stock warrants and units are traded on the NYSE Amex, under the symbols “HOL,” “HOL.WS” and “HOL.U,” respectively. Following the consummation of the Business Combination, China Ceramics will apply for the listing of its securities on the NYSE Amex or elsewhere at an appropriate time, but its securities may never be listed on any national securities exchange.

As of October 15, 2009, there was approximately $125,278,000 in the Trust Account, or approximately $9.79 per outstanding share issued in the initial public offering. If the holders of 33.33% or more of the shares of CHAC’s common stock issued in the initial public offering vote against the Business Combination and exercise their redemption rights, CHAC will not complete the Business Combination. On October 22, 2009, the record date for the special meeting of stockholders, the last sale price of CHAC’s common stock was $      .

Each stockholder’s vote is very important. Whether or not you plan to attend the CHAC special meeting in person, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting such stockholder’s shares in person if such stockholder subsequently chooses to attend the CHAC special meeting. The proxy statement/prospectus constitutes a proxy statement of CHAC and a prospectus of China Ceramics for the ordinary shares and warrants of China Ceramics, also referred to as “securities” of China Ceramics, that will be issued to the security holders of CHAC.

We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “RISK FACTORS” beginning on page 28 .

CHAC’s board of directors unanimously recommends that CHAC stockholders vote “FOR” approval of each of the proposals. CHAC’s board of directors have interests that may be different from, or in addition to your interests as a stockholder. See “The Business Combination Proposal — Interests of Certain Persons in the Acquisition” in this proxy statement/prospectus for further information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or the Redomestication or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

  
Paul K. Kelly
Chairman of the Board of Directors of
China Holdings Acquisition Corp.

           , 2009

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CHINA HOLDINGS ACQUISITION CORP.
1000 N. West Street, Suite 1200
Wilmington, DE 19801
Telephone: (302) 295-4832

NOTICE OF SPECIAL MEETING OF
CHINA HOLDINGS ACQUISITION CORP. STOCKHOLDERS
To Be Held on     , 2009

To CHAC Stockholders:

A special meeting of stockholders of China Holdings Acquisition Corp., a Delaware corporation, or CHAC, will be held                  at New York, New York, on       , 2009, at   a.m., for the following purposes:

Each of the Redomestication Proposal and the Business Combination Proposal are conditioned upon the approval of the other. Therefore, both must be approved by stockholders in order for the Business Combination to be consummated.

As of October 15, 2009, there were 16,000,000 shares of CHAC common stock with a par value of $0.001 issued and outstanding and entitled to vote. Only CHAC stockholders who hold shares of record as of

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the close of business on October 22, 2009 are entitled to vote at the special meeting or any adjournment of the special meeting. This proxy statement is first being mailed to stockholders on or about                 , 2009.

CHAC currently has authorized share capital of 41,000,000 shares consisting of 40,000,000 shares of common stock with a par value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share. China Ceramics currently is authorized to issue 51,000,000 shares of a single class.

Holders of CHAC’s common stock will be entitled to appraisal rights under the Delaware corporate law in connection with the Redomestication.

Whether or not you plan to attend the special meeting in person, please submit your proxy card without delay. Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the special meeting. If you fail to return your proxy card, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. You may revoke a proxy at any time before it is voted at the special meeting by executing and returning a proxy card dated later than the previous one, by attending the special meeting in person and casting your vote by ballot or by submitting a written revocation to CHAC at China Holdings Acquisition Corp., 1000 N. West Street, Suite 1200, Wilmington, DE 19801, that is received by us before we take the vote at the special meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

CHAC’s board of directors unanimously recommends that CHAC stockholders vote “FOR” approval of each of the proposals. CHAC’s board of directors have interests that may be different from, or in addition to your interests as a stockholder. See “The Business Combination Proposal — Interests of Certain Persons in the Acquisition” in this proxy statement/prospectus for further information.

		By order of the Board of Directors,
		Paul K. Kelly
		Chairman of the Board of Directors of China Holdings Acquisition Corp.

, 2009

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CHINA CERAMICS CO., LTD.

QUESTIONS AND ANSWERS ABOUT THE CHAC SPECIAL MEETING			2
SUMMARY			7
SUCCESS WINNER SUMMARY FINANCIAL INFORMATION			20
SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION			22
COMPARATIVE PER SHARE INFORMATION			24
MARKET PRICE INFORMATION			27
RISK FACTORS			28
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			43
DIVIDEND POLICY			44
SPECIAL MEETING OF CHAC STOCKHOLDERS			44
THE BUSINESS COMBINATION PROPOSAL			50
THE ACQUISITION AGREEMENT			66
THE REDOMESTICATION PROPOSAL			70
THE AUTHORIZED CAPITAL PROPOSAL			78
THE CHAC CHARTER AMENDMENT PROPOSAL			79
THE CHAC TRUST AGREEMENT PROPOSAL			81
THE ADJOURNMENT PROPOSAL			81
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA OF SUCCESS WINNER			82
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS			83
THE CERAMICS INDUSTRY			99
HENGDA’S BUSINESS			100
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SUCCESS WINNER			110
CHAC SELECTED FINANCIAL INFORMATION			125
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CHAC			126
CHAC BUSINESS			128
DIRECTORS, EXECUTIVE OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE			130
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			141
SECURITY OWNERSHIP OF THE COMBINED COMPANY AFTER THE BUSINESS COMBINATION			142
RELATED PARTY TRANSACTIONS			144
DESCRIPTION OF CHAC’S SECURITIES			146
DESCRIPTION OF THE COMBINED COMPANY’S SECURITIES FOLLOWING THE BUSINESS COMBINATION			148
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES			150
EXPERTS			158
LEGAL MATTERS			158
STOCKHOLDER PROPOSALS AND OTHER MATTERS			159
ENFORCEABILITY OF CIVIL LIABILITIES			159
WHERE YOU CAN FIND ADDITIONAL INFORMATION			159
INDEX TO FINANCIAL STATEMENTS			F-1
ANNEX A – MERGER AND STOCK PURCHASE AGREEMENT			A-1
ANNEX B – SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW			B-1
ANNEX C – MEMORANDUM OF ASSOCIATION OF CHINA CERAMICS			C-1
ANNEX D – ARTICLES OF ASSOCIATION OF CHINA CERAMICS			D-1
ANNEX E – CERTIFICATE OF AMENDMENT TO CHAC’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION			E-1

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QUESTIONS AND ANSWERS ABOUT THE CHAC SPECIAL MEETING

Please be aware that if the Redomestication and Business Combination are completed, each holder of CHAC’s IPO shares who votes such shares either “FOR” or “AGAINST” the Business Combination may, at the time of such vote, elect to redeem those IPO shares for cash following the procedures described in this document.

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If you vote in favor of the Redomestication Proposal, the Business Combination Proposal, the CHAC Charter Amendment Proposal and the CHAC Trust Agreement Amendment Proposal and properly exercise your redemption rights but the CHAC Charter Amendment Proposal is NOT approved, you will be treated as having voted against the Business Combination Proposal.

Each of the Redomestication Proposal and the Business Combination Proposal are conditioned upon the approval of the other. Therefore, both must be approved by stockholders in order for the business combination to be consummated.

CHAC’s initial stockholders, who as of October 15, 2009 owned 3,200,000 shares of CHAC common stock, or approximately 20% of CHAC’s outstanding common stock, have agreed to vote their respective shares of common stock acquired by them prior to the initial public offering in accordance with the majority of the votes cast by the holders of the shares issued in CHAC’s initial public offering with respect to the Business Combination Proposal and related proposals. CHAC’s initial stockholders have also agreed that they will vote any shares they purchase in the open market in or after the initial as public offering in favor of each of the Business Combination Proposal, the Redomestication Proposal and the Adjournment Proposal. They have indicated that they intend to vote all 3,200,000 shares owned by them “FOR” each of the other proposals including the Authorized Capital Proposal although there is no agreement in place with respect to these proposals.

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China Holdings Acquisition Corp.
1000 N. West Street, Suite 1200
Wilmington, DE 19801
Telephone: (302) 295-4832

Any CHAC stockholder demanding appraisal rights as described above must not have consented or voted its shares of common stock in favor of the Redomestication Proposal.

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Success Winner and Hengda

Success Winner Limited
c/o Jinjiang Hengda Ceramics Co., Ltd
Junbing Industrial Zone
Anhai, Jinjiang City
Fujian Province, PRC
Telephone: +86 (595) 8576 5051

Jinjiang Hengda Ceramics Co., Ltd
Junbing Industrial Zone
Anhai, Jinjiang City
Fujian Province, PRC
Telephone: +86 (595) 8576 5051

Success Winner was incorporated as a company with limited liability under the laws of the British Virgin Islands on May 29, 2009 as the holding company for its business operations in China. Success Winner has one operating subsidiary in China: Jinjiang Hengda Ceramics Co., Ltd, or Hengda. Success Winner holds 100% of the interests in Hengda’s parent, which owns a 100% interest in Hengda.

Hengda was incorporated as a company with limited liability under the laws of the PRC on September 30, 1993.

Hengda is principally engaged in the manufacture and sale of ceramic tiles used for exterior siding and for interior flooring and design in residential and commercial buildings. See “Hengda’s Business” elsewhere in this proxy statement/prospectus for a detailed description of Hengda’s business.

As of October 15, 2009, Success Winner had an issued share capital of $1 consisting of 1 ordinary share. As of October 15, 2009, Success Winner is authorized to issue 50,000 shares of a single class.

The Redomestication, Business Combination and the Acquisition Agreement

Redomestication to the British Virgin Islands

CHAC, the current Delaware corporation, will effect a merger pursuant to Section 251 of the General Corporation Law of the State of Delaware in which it will merge with and into China Ceramics, its wholly-owned British Virgin Islands subsidiary, with China Ceramics surviving the merger (the Redomestication). China Ceramics is a newly formed shell company formed for the purposes of effectuating the business combination. Its Chief Executive Officer, Secretary and Treasurer is Paul Kelly, CHAC’s Chairman and Chief Executive Officer, and its Vice President is Xiao Feng, CHAC’s Director. Each is also a director of China Ceramics.

The Redomestication will result in all of CHAC’s issued and outstanding shares of common stock immediately prior to the Redomestication converting into shares of China Ceramics, and all units, warrants and other rights to purchase CHAC’s common stock immediately prior to the Redomestication converting into substantially equivalent securities of China Ceramics. If the shares of China Ceramics do not continue to be quoted on the NYSE Amex, it is possible that the shares will be quoted only on the OTC Bulletin Board. CHAC will cease to exist and China Ceramics will be the surviving corporation. In connection therewith, China Ceramics will assume all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of CHAC, including any and all agreements, covenants, duties and obligations of CHAC set forth in the Acquisition Agreement. For further information regarding the Acquisition Agreement, see “The Acquisition Agreement” elsewhere in this proxy statement.

Business Combination with Success Winner; Business Combination Consideration

Immediately following the Redomestication, China Ceramics will acquire all of the issued and outstanding ordinary shares of Success Winner held by Mr. Wong Kung Tok (the “Seller”) in exchange for $10.00 and 5,743,320 shares of China Ceramics ordinary shares. The issuance of shares of China Ceramics to the post-Business Combination shareholders is being consummated on a private placement basis, pursuant to Section 4(2) of the Securities Act of 1933, as amended. In addition, 8,185,763 shares of the China Ceramics ordinary shares will be placed in escrow (the “Contingent Shares”) and released to the Seller in the event

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certain earnings and stock price thresholds are achieved. The aggregate value of the consideration to be paid by China Ceramics in the Business Combination will be approximately $55.7 million (based on 5,743,320 shares to be issued to the post-Business Combination shareholders at a market value of $9.69 per share, the closing price of CHAC’s common stock as of October 15, 2009). The issuance of the 5,743,320 shares and the 8,185,763 Contingent Shares will result in dilution of approximately 49.2% to the existing shareholders of CHAC assuming no redemption of CHAC shares to cash, and dilution of approximately 57.9% assuming redemption by holders of 33.33% of CHAC’s outstanding common stock. In connection with the closing of the transaction, the CHAC founders will forfeit 1,600,000 of their founders’ shares to CHAC for cancellation. After such shares are canceled, the CHAC founders will own a total of 1,600,000 shares.

CHAC currently has authorized share capital of 41,000,000 shares consisting of 40,000,000 shares of common stock with a par value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share. China Ceramics currently is authorized to issue 51,000,000 shares of a single class. This increase in the authorized shares by 10,000,000 was determined to be in the best interests of the post transaction company since, post transaction, the company will have approximately 35.6 million shares outstanding and issuable upon exercise of warrants, which would leave the company with only approximately 4.5 million shares available for future sale or grant without such increase and the board of directors decided to ask for this increase in connection with the Business Combination. There are no present plans to issue additional shares.

After the Business Combination assuming no redemptions of shares into cash, CHAC’s current public shareholders will own approximately 63.5% of China Ceramics, CHAC’s current directors, officers and affiliates will own approximately 8.0% of China Ceramics, and Seller will own approximately 28.5% of China Ceramics. Assuming redemption by holders of 33.33% of CHAC’s outstanding common stock, CHAC public stockholders will own approximately 53.7% of China Ceramics, CHAC’s current directors, officers and affiliates will own approximately 10.1% of China Ceramics, and Seller will own approximately 36.2% of China Ceramics.

Pursuant to the Acquisition Agreement, the Redomestication will not be consummated unless the Business Combination is also approved. Similarly, the Business Combination will not take place unless the Redomestication is also approved. Upon consummation of the Business Combination, China Ceramics will own 100% of the issued and outstanding shares of Success Winner.

The Business Combination and the Acquisition Agreement comply with the terms described in CHAC’s Registration Statement on Form S-1 relating to its initial public offering. The Form S-1 disclosed that CHAC intended to consummate a businesses combination with one or more operating businesses having primary operations in Asia in any industry. The fair market value of the target business must be at least 80% of the balance in the Trust Account. Hengda’s operations are located in the PRC and the Board of Directors of CHAC believes that Hengda’s value will exceed 80% of the balance in the Trust Account. See “The Business Combination Proposal.” Furthermore, the consummation of the Business Combination is conditioned upon the majority of the common stock voted by CHAC’s public stockholders voting in favor of the Business Combination and less than 33.33% of CHAC’s public stockholders exercising their redemption rights, consistent with the disclosure set forth in CHAC’s S-1.

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The diagrams below illustrate the corporate structure of CHAC and Success Winner immediately before and after the Business Combination. Success Winner was established in May 2009 in the British Virgin Islands as a holding company for Stand Best Creation Limited, a Hong Kong investment holding company (“Stand Best”). On April 1, 2008, Stand Best acquired 100% of the equity interest of Hengda. As a result of that transaction, Hengda became a wholly foreign-owned enterprise (“WFOE”) under PRC law, by virtue of its status as a wholly-owned subsidiary of a foreign company, Stand Best. The structure of a BVI holding company, a Hong Kong intermediate holding company and a Chinese WFOE, typical for international businesses in China, enables Success Winner to reduce the cost and tax burden imposed on foreign-owned business in China in a manner which is compliant with the laws of the PRC, Hong Kong and the BVI.

According to the PRC laws and regulations, Hengda, as a foreign investment enterprise, is required to have a change of its shareholder(s) approved by the commercial authority and then registered with the local administration of industry and commerce. In order to avoid these approval formalities, the Seller, the sole beneficial owner of Hengda and a permanent resident of Hong Kong incorporated Stand Best, through which the Seller indirectly holds Hengda. Any future changes in shareholdings can be conducted in Hong Kong or overseas without requiring PRC registration, which can reduce costs both in procedure and time. Furthermore, pursuant to Article 10 of the “Arrangements Between Mainland and Hong Kong Special Administration Region for Avoiding Dual Taxation on Income and Preventing Evasion of Taxation”, the income derived by a foreign investor residing in Hong Kong from the after-tax profit of the PRC enterprise of which more than 25% of the outstanding shares is held by such investor is subject to an EIT rate of 5%. Income in the PRC by a foreign entity which does not have any branches or offices (other than subsidiaries) in the PRC is subject to the EIT rate of 10% under the January 1, 2008 New Tax Law and if there is difference between the New Tax Law and the tax treaty entered into between the PRC government and the foreign government, the tax treaty shall prevail. Therefore, by holding Hengda through Stand Best, Hengda’s tax burden was reduced.

In addition, by being a BVI company Success Winner avoids having to pay Hong Kong stamp duties for transfers of stock.

Before the Business Combination

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After the Business Combination

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practicable after the filing of such registration statement. China Ceramics has also granted the Seller piggy-back registration rights during the one year period following the closing date of the Business Combination.

Consummation of the Acquisition Agreement is conditioned on, among other things, (a) no law or court order prohibiting or limiting consummation of the acquisition or materially limiting China Ceramics’ right to control Hengda; (b) holders of a majority of CHAC’s common stock approving the Business Combination in accordance with its Articles of Incorporation; (c) the absence of any proceeding pending or threatened to enjoin or otherwise restrict the acquisition and (d) the representations and warranties of the other parties being true on and as of the closing date of the Acquisition Agreement, and compliance with all required covenants in the Acquisition Agreement.

The obligations of CHAC to consummate the transactions contemplated by the Agreement, in addition to the conditions described above in the paragraph above, are conditioned upon each of the following, among other things:

See “The Acquisition Agreement — Conditions to Closing” for more details.

Other Agreements relating to the Business Combination

Voting Agreement

As a condition to the closing of the Business Combination, CHAC, China Ceramics, Hengda, the Seller and certain shareholders of CHAC will enter into a Voting Agreement to set forth their agreements and understandings with respect to how shares of CHAC’s common stock held by them will be voted on in connection with, and following, the transactions contemplated by the Acquisition Agreement. The parties will agree to vote their shares of CHAC common stock as necessary to ensure that the size of the Board of Directors of China Ceramics after the consummation of the Business Combination will be five members until April 30, 2012. The parties will also agree to vote their shares of CHAC common stock to ensure the election of two members of the Board of Directors of China Ceramics designated by CHAC, who shall initially be Paul Kelly and Cheng Davis, and three members designated by the Seller, of which one designee shall qualify as an independent director pursuant to the rules of any stock exchange on which China Ceramics may be listed.

Earn-Out Escrow Agreement

As a condition to the closing of the Business Combination, CHAC, China Ceramics, the Seller and the Escrow Agent identified in the Escrow Agreement will enter into an Escrow Agreement with respect to the Contingent Shares. If any of the specified performance thresholds for 2009, 2010 and 2011 are achieved, CHAC and one of the nominees of CHAC to the Board of Directors of China Ceramics following the Business Combination shall provide written notice to the Escrow Agent after the date China Ceramics’ audited financial statements for the corresponding fiscal year are filed with the Securities and Exchange Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, directing the Escrow Agent to release the number of Escrow Shares specified in such notice.

Indemnity Escrow Agreement

As a condition to the closing of the Business Combination, CHAC, China Ceramics, the Seller and the Escrow Agent identified in the Escrow Agreement will enter into an Escrow Agreement with respect to 574,000 shares of common stock of CHAC. In the event that CHAC or China Ceramics is entitled to indemnification from the Seller, Hengda or Success Winner under the terms of Article XI of the Acquisition Agreement, one of the nominees of CHAC to the Board of Directors of China Ceramics following the consummation of the transactions contemplated by the Acquisition Agreement shall provide a notice to Escrow Agent of such claim against the Escrow Shares, stating in reasonable detail a description of the facts upon

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which such claim is based and a reference to the provisions of the Acquisition Agreement in respect of which such claim shall have occurred. Escrow Agent shall mail a copy of such claim notice to the Seller and unless the Escrow Agent receives a timely objection notice from the Seller, Escrow Agent shall disburse the amount of escrow shares specified in the notice of the claim as directed in such notice of claim.

Lock-up Agreements

As a condition to the closing of the Business Combination, the Seller and each other person receiving China Ceramics ordinary shares (consisting of Mr. Huang Jia Dong (as the beneficial owner of shares being issued to Sound Treasure Limited), Aquila Capital Partners (Asia) Limited (“Aquila Capital”) (as the beneficial owner of shares being issued to Aquila Capital (Asia) Ltd.) and Mr. Wong Tsang Ying (as the beneficial owner of shares being issued to Surmount Investments Group Limited, Top Plenty International Limited and Park Rise Holdings Limited) as contemplated by the Acquisition Agreement will each enter into a Lock-Up Agreement pursuant to which 100% of the China Ceramics shares beneficially owned by such person will be locked-up for a period of twelve (12) months following the consummation of the transaction. Notwithstanding anything to the contrary contained in the Lock-Up Agreement, Top Plenty International Limited and Park Rise Holdings Limited may sell and/or transfer up to 655,000 of the lock-up shares after a period of 6 months from the closing date without regard to the restrictions contained in the Lock-up Agreement, subject to compliance with applicable laws.

Financial Advisory Fee to Aquila Capital

Aquila Capital was engaged by Hengda as the financial advisor to assist Hengda to list on a US stock exchange through a business combination with a Special Purpose Acquisition Corporation. Aquila Capital will be paid $1.5 million as a financial advisory fee for this transaction, payable after the Business Combination. Success Winner will be responsible for paying the cash fee owed to Aquila Capital. In addition, Aquila Capital will be paid 5% of shares outstanding of the surviving company immediately after the Business Combination, which shall be represented by no less than 546,366 shares, as the financial advisory equity fee for this transaction. The Seller will be responsible for paying the equity fee owed to Aquila Capital out of consideration received in the Business Combination. Such shares are to be issued to the Seller, pursuant to the Acquisition Agreement on a private placement basis pursuant to Section 4(2) of the Securities Act of 1933, as amended. The Seller has represented that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D. China Ceramics has agreed to grant registration rights to the Seller with respect to such shares. Except for the cash fee and equity fee that shall be paid to Aquila Capital after the Business Combination, Hengda, Success Winner, the post-Business Combination public company or the Seller will not pay any additional fees to Aquila Capital. No fees will be paid to Aquila Capital prior to the closing of the Business Combination.

The CHAC Charter Amendment Proposal

The amendments of CHAC’s Amended and Restated Certificate of Incorporation are being proposed in order to (i) remove the prohibition on the consummation of a Business Combination if holders of an aggregate of 33.33% or more in interest of CHAC’s public shares exercise their redemption rights, and (ii) remove the requirement that only holders of the IPO shares who vote against the Business Combination may redeem their IPO shares into cash. (For the avoidance of doubt, consistent with CHAC’s IPO prospectus, the 3,200,000 shares issued to CHAC’s founders shall not be permitted to redeem or otherwise participate in the liquidation of the Trust Account should CHAC liquidate.)

The purpose of the CHAC Charter Amendment Proposal is to increase the likelihood that the Business Combination is approved and allow all shareholders who either vote for or against the Business Combination to redeem their IPO shares. By eliminating the requirement that no more than 33.33% of the IPO Shares seek redemption in order to consummate the Business Combination and by allowing shareholders to vote for or against the Business Combination to redeem, we are eliminating the ability of holders of 33.33% of CHAC’s IPO shares to “veto” the Business Combination notwithstanding its approval by a majority, effectively reducing the threshold vote needed to approve the transaction from 66.66% to 50% of the votes cast and reducing the incentive for shareholders to vote against the Business Combination.

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The CHAC Trust Agreement Amendment Proposal

The amendment of the Investment Management Trust Agreement is being proposed in order to facilitate the redemption of CHAC common stock by CHAC public stockholders who vote either for or against the Business Combination Proposal and properly exercise their redemption rights, assuming the CHAC Charter Amendment Proposal is approved.

Recommendations of the Boards of Directors and Reasons for the Redomestication and Business Combination

After careful consideration of the terms and conditions of the Acquisition Agreement, the board of directors of CHAC has determined that the Redomestication, the Business Combination and the transactions contemplated thereby are fair to and in the best interests of CHAC and its stockholders. In reaching its decision with respect to the Redomestication and Business Combination and the transactions contemplated thereby, the board of directors of CHAC reviewed various industry and financial data and the due diligence and evaluation materials provided by Success Winner. The board of directors did not obtain a fairness opinion on which to base its assessment. CHAC’s board of directors recommends that CHAC stockholders vote:

Interests of Certain Persons in the Business Combination

When you consider the recommendation of CHAC’s board of directors in favor of adoption of the Business Combination Proposal and other proposals, you should keep in mind that CHAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including:

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In addition, the exercise of CHAC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our stockholders’ best interest.

Material Differences Between Stockholder Rights

Upon the completion of the Redomestication, the Memorandum and Articles of Association of China Ceramics will become the governing documents of the surviving company. The corporate statutes of Delaware and the British Virgin Islands are similar, and flexibility available under British Virgin Islands law has enabled China Ceramics to adopt a Memorandum of Association and Articles of Association that will provide stockholders with rights that are similar to those they enjoyed under CHAC’s certificate. The material differences between Delaware and British Virgin Islands corporation law are as follows:

		Delaware Law		BVI Law		China Ceramics Charter
Amendment to the Certificate of Incorporation/Memorandum of Association		Under Delaware law, with very limited exceptions, a vote of the stockholders is required to amend the certificate of incorporation.		Under British Virgin Islands law, the board of directors is permitted to have broad authority to amend the Memorandum of Association (the equivalent of the certificate of incorporation), except with respect to certain rights of the shareholders.		The China Ceramics Memorandum prohibits the board of directors from amending the Memorandum of Association without Stockholder Approval, making it more consistent with Delaware law.

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		Delaware Law		BVI Law		China Ceramics Charter
Submission of Matters to the Annual Meeting		Delaware allows a considerable amount of latitude in establishing notice requirements for stockholder inclusion of matters on the agenda of an annual meeting.		British Virgin Islands law also provides a considerable amount of latitude. For example, CHAC’s notice requirements for inclusion of a matter on the agenda of an annual meeting provide that such notice be submitted not less than 60 days prior to the meeting.		The China Ceramics Articles of Association require submission not less than 30 days prior to the meeting, which provides stockholders with greater rights than under Delaware law.
Alternate Directors		Delegation of a director’s responsibilities is not permitted under Delaware law.		British Virgin Islands law allows a director to appoint an alternate who has the authority to vote in place of the appointed director at a meeting of directors, which means that the person a stockholder elects may not be the person actually making a decision at board meetings.		China Ceramics Charter is silent on this point, and the differences are as discussed in the previous column.
Written Consent of Directors		Under Delaware law, directors may act by written consent only on the basis of a unanimous vote. This would require there to be a formal board meeting if there was a dissenting director or if a director could not be located.		In the British Virgin Islands, directors’ consents need only a majority of directors signing to take effect, removing the need for a formal meeting if some of the directors did not agree with the acts.		The China Ceramics Articles of Association provides only for unanimous written consents of directors, making it more consistent with Delaware law.
Sale of Assets		Under Delaware law, a stockholder vote is required to approve the sale of assets only when all or substantially all assets are being sold.		In the British Virgin Islands, shareholder approval is required when more than 50% (by value) of the company’s assets are being sold outside of the company’s usual course of business, which is a more stringent requirement than under Delaware law.		China Ceramics Charter is silent on this point, and the differences are as discussed in the previous column.

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		Delaware Law		BVI Law		China Ceramics Charter
Removal of Directors		Under Delaware law, only stockholders may remove a director. CHAC’s by-laws provide that a sitting director may only be removed by stockholders for cause.		Under British Virgin Islands law, the other directors may remove a sitting board member, which means that a stockholder selection may be removed without stockholder approval.		As opposed to the CHAC Charter, the China Ceramics Articles of Association permit shareholders to remove a sitting director without cause upon a majority vote of the shareholders. Therefore, there is a variance as compared to Delaware law in that directors may be removed by other directors. The China Ceramics Charter also provides greater rights.
Authorized Capital		Delaware law permits any number of shares to be authorized for issuance. CHAC has 41,000,000 shares authorized for issuance.		BVI law permits any number of shares to be authorized for issuance.		The China Ceramics Charter has 51,000,000 shares authorized for issuance, assuming the Authorized Capital Proposal is approved. This is 10,000,000 more shares than are authorized by CHAC, which creates a greater potential for dilution to existing stockholders.

Voting Securities

As of October 15, 2009, there were 16,000,000 shares of CHAC common stock issued and outstanding. Only CHAC stockholders who hold shares of record as of the close of business on       , 2009 are entitled to vote at the special meeting or any adjournment of the special meeting. Approval of the Business Combination will require the affirmative vote of the holders of a majority of the shares of CHAC common stock issued in the IPO present and entitled to vote at the special meeting; provided, however, that if 33.33% or more of the shares purchased in the IPO vote against approval of the Business Combination and demand redemption then the Business Combination will not be completed. Abstaining from voting will have the same effect as voting against the Business Combination and failing to instruct your bank, brokerage firm or nominee to vote your shares will have no effect on the outcome of the Business Combination Proposal but will be counted for purposes of determining if a quorum is present. Abstaining from voting and failing to instruct your bank, brokerage firm or nominee to vote your shares will have the same effect as voting against the Redomestication Proposal and no effect on the Adjournment Proposal. Holders who abstain or do not give a voting instruction to their brokers will not be able to redeem their shares for a pro rata portion of the Trust Account if the Business Combination is approved. As of October 15, 2009, directors, executive officers and affiliates of CHAC held 3,200,000 shares of common stock (or approximately 20% of the outstanding shares of CHAC common stock).

Appraisal Rights

Under Delaware corporate law, the merger of CHAC with China Ceramics causes the stockholders of CHAC to have appraisal rights with respect to the Redomestication Proposal, but not with respect to any other proposal. This right is separate from the redemption rights of the holders of shares of CHAC common stock issued in the initial public offering. However, because the exercise of the appraisal rights and the redemption rights both require a tender of the holder’s shares to CHAC, only one right may be elected in respect of the

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shares. If the Redomestication is consummated, CHAC stockholders who choose not to vote in favor of the Redomestication will have the right to elect an appraisal of the fair market value of their shares of CHAC common stock, and to receive the fair market value of such shares in lieu of the consideration contemplated by the Redomestication and the Acquisition Agreement, in accordance with the provisions of Section 262 of the Delaware General Corporation Law. Unlike redemption rights in which the stockholder will receive a pro rata portion of the trust account as of the record date, stockholders who elect to exercise their appraisal rights will receive a value for their shares that is determined by an appraisal made by the Delaware Court of Chancery. If you exercise appraisal rights with respect to your shares, you will not be entitled to redeem your shares for cash. See “The Redomestication — Appraisal Rights” for more information about appraisal rights. If you elect to demand the appraisal of your shares, you must deliver to CHAC, BEFORE THE VOTE ON THE REDOMESTICATION PROPOSAL at the special meeting, a written demand for appraisal of your shares. Such demand will be sufficient if it reasonably informs CHAC of the identity of the stockholder, including if applicable the beneficial holder of such shares, and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A PROXY OR VOTE AGAINST THE REDOMESTICATION SHALL NOT CONSTITUTE SUCH A DEMAND and a stockholder electing to demand appraisal must do so by a separate written demand as described in this proxy statement/prospectus. Such demand is considered made on the date it is mailed. A CHAC STOCKHOLDER’S FAILURE TO MAKE THE WRITTEN DEMAND BEFORE THE TAKING OF THE VOTE ON THE REDOMESTICATION PROPOSAL WILL CONSTITUTE A WAIVER OF APPRAISAL RIGHTS. Exercise of appraisal rights will not affect any warrants held by that stockholder. See “The Redomestication — Appraisal Rights” for more information about appraisal rights.

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and does not address all tax issues, including those that are dependent on future facts or events” and “Material United States Federal Income Tax Consequences” below for further discussion of these tax consequences.

Material PRC Tax Consequences to Investors

If PRC tax authorities determine that China Ceramics is a “resident enterprise” for PRC enterprise income tax purposes, dividends paid by China Ceramics to its non-PRC security holders that are not PRC tax “resident enterprises” and gains derived by them from transferring China Ceramics securities may be subject to a 10% PRC tax. If any such PRC tax applies, a non-PRC security holder may be entitled to a reduced rate of PRC tax under an applicable income tax treaty and/or a foreign tax credit against such security holder’s domestic income tax liability (subject to conditions and limitations). A U.S. investor may be entitled to certain benefits under the income tax treaty between the United States and the PRC, if such U.S. investor is considered a resident of the United States for purposes of the treaty.

Stockholders and warrants holders are urged to consult their own tax advisors on these tax issues. See “Risk Factors — Risk Factors Relating to the Redomestication and Business Combination — China Ceramics, Success Winner and Stand Best each may be classified as a “resident enterprise” under PRC Enterprise Income Tax Law, or “EIT Law,” and be subject to PRC taxation on its worldwide income” below for a further discussion.

Anticipated Accounting Treatment

The Business Combination (which is not intended to refer to a “business combination” as described in SFAS 141(R)) will be accounted for in accordance with U.S. generally accepted accounting principles as a capital transaction in substance. Under this method of accounting, CHAC will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Success Winner comprising the ongoing operations of the combined entity, the senior management and a majority of the board of directors of the combined company and Success Winner’s shareholder retaining approximately 28.5% (assuming no CHAC public stock redemptions) to 54.5% (assuming 75% of CHAC’s public stock is redeemed or repurchased) of the voting interests in the combined company (excluding any escrowed shares released upon certain earnings and stock price thresholds). In accordance with guidance applicable to these circumstances, the Business Combination will be considered to be a capital transaction in substance. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Success Winner issuing stock and warrants for the net assets of CHAC, accompanied by a recapitalization. The net assets of CHAC will be stated at fair value, which is considered to approximate historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Success Winner and its subsidiaries.

Regulatory Approvals

The Business Combination and the other transactions contemplated by the Acquisition Agreement are not subject to any additional federal or state regulatory requirements or approvals, including the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or “HSR Act,” except for filings with the State of Delaware and the British Virgin Islands necessary to effectuate the transactions contemplated by the Acquisition Agreement.

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SUCCESS WINNER SUMMARY FINANCIAL INFORMATION

The following summary consolidated financial data, other than pro forma financial information, have been derived from the unaudited consolidated financial statements as of and for the years ended December 31, 2004 and 2005 and the six months ended June 30, 2008 and 2009 and the audited consolidated financial statements as of and for the years ended December 31, 2006, 2007 and 2008. The consolidated financial statements are prepared and presented in accordance with generally International Financial Reporting Standards, or IFRS. The consolidated statement of operations and statement of cash flow data for the years ended December 31, 2006, 2007 and 2008 and the six months ended June 30, 2008 and 2009, and consolidated balance sheet data as of December 31, 2007 and 2008 and June 30, 2008 are included elsewhere in this proxy statement/prospectus. The results of operations of Success Winner in any period may not necessarily be indicative of the results that may be expected for any future period. See “Risk Factors” included elsewhere in this proxy statement/prospectus. The summary consolidated financial information for those periods and as of those dates should be read in conjunction with those consolidated financial statements and the accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Success Winner” included elsewhere in this proxy statement/prospectus.

		For the Year Ended December 31,																								For the Six Months Ended June 30,
		2004				2005				2006				2007				2008				2008				2008				2009				2009
		RMB				RMB				RMB				RMB				RMB				$				RMB				RMB				$
		(In Thousands Except per Share and Operating Data)
Summary statement of operation data:
Revenues			284,239				396,608				495,820				649,970				776,570				111,473				376,833				399,729				58,375
Gross profit			81,889				114,403				149,551				208,030				243,240				34,937				125,029				125,829				18,389
Operating income			58,719				85,490				113,794				163,706				187,300				26,902				97,743				98,342				14,372
Net income			59,633				86,718				101,254				145,606				165,017				23,702				86,217				74,265				10,853
Basic net (loss)/income per share			n/a				n/a				n/a				n/a				n/a				n/a				n/a				n/a				n/a
Diluted net (loss)/income per share			n/a				n/a				n/a				n/a				n/a				n/a				n/a				n/a				n/a

		For the Year Ended December 31,																								For the Six Months Ended June 30,
		2004				2005				2006				2007				2008				2008				2008				2009				2009
		RMB				RMB				RMB				RMB				RMB				$				RMB				RMB				$
		(In Thousands)
Summary statement of cash flow data:
Net cash provided by operating activities			130,361				48,852				103,245				107,262				155,230				22,300				23,277				41,914				6,130
Net cash provided by/(used in) investing activities			(22,513	)			(1,622	)			(3,574	)			(4,156	)			(6,625	)			(950	)			(5,357	)			(243	)			(35	)
Net cash provided by/(used in) financing activities			(106,884	)			(46,351	)			(91,980	)			(97,192	)			(115,506	)			(16,600	)			1,815				(30	)			(4	)

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The following table sets forth information concerning exchange rates between the RMB and the U.S. dollar for the periods indicated. These rates are provided solely for your convenience.

		Spot Exchange Rate
Period		Period Ended				Average (1)				Low				High
						(RMB per US$1.00)
2004			8.2765				8.2768				8.2774				8.2764
2005			8.0702				8.1826				8.2765				8.0702
2006			7.8041				7.9579				8.0702				7.8041
2007			7.2946				7.5806				7.8127				7.2946
2008			6.8225				6.9477				7.2946				6.7800
2009
January			6.8392				6.8360				6.8403				6.8225
February			6.8395				6.8363				6.8470				6.8241
March			6.8329				6.8360				6.8438				6.8240
April			6.8180				6.8306				6.8361				6.8180
May			6.8278				6.8235				6.8326				6.8176
June			6.8302				6.8334				6.8371				6.8264
July			6.8319				6.8317				6.8342				6.8300
August			6.8299				6.8323				6.8358				6.8299
September			6.8262				6.8277				6.8303				6.8247
October (through October 15)			6.8270				6.8260				6.8270				6.8248

Source: Federal Reserve Statistical Release

		As of December 31,																								As of June 30,
		2004				2005				2006				2007				2008				2008				2009				2009
		RMB				RMB				RMB				RMB				RMB				$				RMB				$
		(In Thousands)
Summary balance sheet data:
Cash and cash equivalents			4,023				4,902				12,593				18,507				51,606				7,560				93,247				13,623
Working capital (1)			(64,144	)			(47,852	)			(5,483	)			149,934				181,111				26,540				264,806				38,687
Total assets			252,147				308,124				361,676				440,289				454,720				66,640				521,829				76,237
Share capital			27,900				27,900				58,980				58,980				0				0				0				0
Retained (deficit)/earnings			0				0				0				142,402				164,965				21,935				239,230				32,788
Total shareholders’ equity			35,389				44,061				85,266				230,872				253,451				37,150				329,615				48,155

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subject to rescission rights outside of stockholders’ equity. In order to allow stockholders to understand the potential impact of such transactions on the combined company, the column entitled “Pro Forma Combined Companies (With 75% Public Stock Redemption/Repurchase)” includes information assuming that the maximum number of persons elect redemption rights and that an additional 41.67% (although it is possible that more than 41.67% of the public shares are repurchased) of the public shares are repurchased at the value per public share held in trust.

The unaudited pro forma condensed combined financial information is provided for illustrative purposes only. The historical financial information in the unaudited pro forma condensed combined balance sheet has been adjusted to give effect to pro forma events that are directly attributable to the Business Combination and are factually supportable. The historical financial information in the unaudited pro forma condensed combined statements of operations has been adjusted to give effect to pro form events that are directly attributable to the Business Combination, are factually supportable, and are expected to have a continuing impact on the combined results.

The unaudited pro forma balance sheet data reflects the acquisition of Success Winner as further discussed in the “Summary” section of this proxy statement/prospectus. The historical balance sheet of CHAC at June 30, 2009 used in the preparation of the unaudited pro forma financial information has been derived from the audited balance sheet of CHAC at June 30, 2009.

For more detailed financial information, see “Unaudited Pro Forma Consolidated Financial Information”.

(In Thousands of US Dollars, Except per Shares Amount)		Pro Forma Combined Companies (with No Stock Redemption)				Pro Forma Combined Companies (with 33.33% Public Stock Redemption)				Pro Forma Combined Companies (with 75% Public Stock Redemption/ Repurchase)
Income Statement data:
For the year ended December 31, 2008
Revenues		$	111,473			$	111,473			$	111,473
Gross Profit			34,937				34,937				34,937
Income from operations			26,065				26,065				26,065
Net income			23,963				23,138				21,937
Net earnings per shares:
Basic		$	1.19			$	1.46			$	2.08
Diluted		$	1.01			$	1.19			$	1.55
For the six months ended June 30, 2009
Revenues		$	58,375			$	58,375			$	58,375
Gross Profit			18,389				18,389				18,389
Income from operations			14,093				14,093				14,093
Net income			10,755				10,671				10,567
Net earnings per shares:
Basic		$	0.53			$	0.67			$	1.00
Diluted		$	0.45			$	0.55			$	0.75
Balance Sheet data:
Cash and cash equivalents		$	90,450			$	48,696			$	11,494
Working capital			116,008				74,254				22,052
Total assets			193,852				152,098				114,896
Current liabilities			28,118				28,118				43,118
Total shareholders’ equity			165,734				123,980				71,778

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COMPARATIVE PER SHARE INFORMATION

The following table sets forth selected historical per share information of Success Winner and CHAC and unaudited pro forma combined per share ownership information of Success Winner and CHAC after giving effect to the Acquisition Agreement in which China Ceramics will issue 5,743,000 shares of common stock to all post-Business Combination shareholders in exchange for 100% equity interest in Success Winner. The Business Combination transaction will be accounted for as a recapitalization of Success Winner.

You should read this information in conjunction with the selected historical financial information, included elsewhere in this proxy statement/prospectus, and the historical financial statements of Success Winner and CHAC and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited Success Winner and CHAC pro forma combined per share information is derived from, and should be read in conjunction with, the Unaudited Pro Forma Combined Financial Information and related notes included elsewhere in this proxy statement/prospectus. The historical per share information was derived from the audited financial statements of Success Winner as of, and for, the years ended December 31, 2006, December 31, 2007 and December 31, 2008 and from the unaudited financial statements of Success Winner as of and for the six months ended June 30, 2009.

The unaudited pro forma combined per share information does not purport to represent what the actual results of operations of Success Winner and CHAC would have been had the companies been combined or to project the Success Winner and CHAC results of operations that may be achieved after the Business Combination. Pro forma cash dividend per share information has not been presented as China Ceramics does not intend to pay cash dividends.

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Number of Shares of Common Stock Assumed to Be Issued in Business Combination:		Success Winner				CHAC (1)				Combined Company (2)
Assuming no stock redemption			5,743,000				14,400,000				20,143,000
			28.5	%			71.5	%			100.0	%
Assuming 33.33% public stock redemption (5)			5.743,000				10,133,761				15,876,761
			36.2	%			63.8	%			100.0	%
Assuming 75% public stock redemption/repurchase (5)			5,743,000				4,800,000				10,543,000
			54.5	%			45.5	%			100.0	%
Net income (loss) per share – historical:
Year ended December 31, 2008 – basic			(3)			$	0.02
Year ended December 31, 2007 – basic			(3)			$	0.05	(4)
Year ended December 31, 2006 – basic			(3)				n/a
Year ended December 31, 2008 – diluted			(3)			$	0.02
Year ended December 31, 2007 – diluted			(3)			$	0.05	(4)
Year ended December 31, 2006 – diluted			(3)				n/a
Six months ended June 30, 2009, basic			(3)			$	0.00
Six months ended June 30, 2009, diluted			(3)			$	0.00
Net income per share – pro forma – basic:
Year ended December 31, 2008 (6) :
No stock redemption assumption										$	1.19
33.33% Public stock redemption assumption (5)										$	1.46
75% Public stock redemption/repurchase assumption (5)										$	2.08
Six months ended June 30, 2009 (7) :
No stock redemption assumption										$	0.53
33.33% Public stock redemption assumption (5)										$	0.67
75% Public stock redemption assumption (5)										$	1.00
Net income per share – pro forma – diluted:
Year ended December 31, 2008 (8) :
No stock redemption assumption										$	1.01
33.33% Public stock redemption assumption (5)										$	1.19
75% Public stock redemption/repurchase assumption (5)										$	1.55
Six months ended June 30, 2009 (9) :
No stock redemption assumption										$	0.45
33.33% Public stock redemption assumption (5)										$	0.55
75% Public stock redemption assumption (5)										$	0.75
Book value per common share December 31, 2008 – historical			(3)			$	7.61
Book value per common share June 30, 2009 – historical			(3)			$	7.60
Book value per common share June 30, 2009 – pro forma (10) :
– with no stock redemption										$	8.23
– with 33.33% public stock redemption (5)										$	7.81
– with 75% public stock redemption (5)										$	6.81

Pro forma Notes:

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MARKET PRICE INFORMATION

The shares of CHAC’s common stock, warrants and units are traded on NYSE Amex, under the symbols “HOL,” “HOL.WS” and “HOL.U,” respectively. Each of CHAC’s units consists of one share of common stock and one warrant to purchase an additional share of CHAC’s common stock. CHAC’s units commenced to trade on NYSE Amex on November 16, 2007. CHAC’s common stock and warrants commenced to trade separately from its units on December 17, 2007.

The following tables set forth, for the calendar quarter indicated, the quarterly high and low sale prices for CHAC’s units, common stock and warrants, respectively, as reported on the NYSE Amex.

		Units								Common Stock								Warrants
		High				Low				High				Low				High				Low
2009
Fourth Quarter (through October 23)		$	9.81			$	9.77			$	9.74			$	9.63			$	0.50			$	0.12
Third Quarter		$	10.15			$	9.56			$	9.73			$	9.54			$	0.50			$	0.07
Second Quarter		$	9.65			$	9.20			$	9.58			$	9.29			$	0.14			$	0.03
First Quarter		$	9.50			$	8.21			$	9.34			$	8.83			$	0.19			$	0.02
2008
Fourth Quarter		$	8.96			$	6.00			$	9.00			$	8.20			$	0.29			$	0.01
Third Quarter		$	11.65			$	9.40			$	9.40			$	9.00			$	0.78			$	0.18
Second Quarter		$	10.00			$	9.24			$	9.15			$	8.86			$	1.00			$	0.35
First Quarter		$	9.85			$	9.17			$	9.10			$	8.85			$	0.95			$	0.45
2007
Fourth Quarter		$	9.95			$	9.75			$	9.00			$	8.77			$	0.92			$	0.84

Success Winner’s shares are not publicly traded.

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its total cost of sales respectively. The price of clay and coal may fluctuate due to factors such as global demand and supply conditions for such raw materials and changes in global economic conditions. Any shortages or interruptions in the supply of clay or coal will result in an increase in its cost of production, thus increasing its cost of sales. If Hengda is not able to pass on such an increase to its customers or is unable to find alternative sources of clay or coal or appropriate substitute raw materials at comparable prices, it will have an adverse effect on Hengda’s operations and financial performance.

Hengda is dependent on its management team and any loss of Hengda’s key management personnel without timely and suitable replacements may reduce its revenues and profits.

Hengda attributes its success to the experience, leadership and contributions of its management team and is therefore dependent to a large extent on its ability to retain its key management personnel, in particular its executive directors who are responsible for formulating and implementing growth, corporate development and overall business strategies. Hengda’s business is also dependent on its executive officers who are responsible for implementing its business plans and driving growth. Please refer to “Directors, Executive Officers, Executive Compensation and Corporate Governance” in this Proxy for more information. The demand for such experienced personnel is intense and the search for personnel with the relevant skills set can be time consuming. The loss of Hengda’s key management personnel without timely and suitable replacements may reduce its revenue and profits.

Failure to compete successfully with its competitors and new entrants to the ceramics industry in the PRC may result in Hengda losing market share.

Hengda operates in a competitive industry. Given the growth potential of its industry, there is no assurance that Hengda will not face competition from its existing competitors and new entrants. Hengda competes with a variety of companies, some of which have advantages that include; longer operating history, larger clientele base, superior products, better access to capital, personnel and technology, or are better entrenched. Hengda’s competitors may be able to respond more quickly to new and emerging technologies and changes in customer requirements or succeed in developing products that are more effective or less costly than Hengda’s products. Any increase in competition could have a negative impact on Hengda’s pricing (thus eroding its profit margins) and reduce its market share. If Hengda is unable to compete effectively with its existing and future competitors and does not adapt quickly to changing market conditions, it may lose market share.

Hengda has not purchased product liability insurance and any product liability claims must be paid by Hengda.

Accidents may arise as a result of defects in Hengda’s products. If there are any defects in the products designed and/or manufactured by Hengda, Hengda may face claims from its customers or third parties for the damages suffered as a result of such defects. Hengda has not purchased insurance coverage for product liability or third party liability and is therefore not covered or compensated by insurance in respect of losses, damages, claims and liabilities arising from or in connection with product liability or third party liability.

Hengda’s production facilities may be affected by power shortages which could result in a loss of business.

Hengda’s production facilities consume substantial amounts of electrical power, which is the principal source of energy for its manufacturing operations. Although Hengda has a back-up generator, it may experience occasional temporary power shortages disrupting production due to power rationing activities conducted by the authorities, thunderstorms or other natural events beyond its control. Accordingly, these production disruptions could result in a loss of business.

Hengda’s research and development efforts may not result in marketable products.

Hengda’s R&D team develops products which Hengda has identified as having good potential in the market. There is no assurance that Hengda will not experience delays in future product developments. There is also no assurance that the products which Hengda is currently developing or may develop in the future will be successful or that Hengda will be able to market these new products to its customers successfully. If its new products are unable to gain the acceptance of its customers or potential customers, Hengda will not be able to generate future sales from its investment in R&D.

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Hengda may not be able to ensure the successful implementation of its future plans and strategies, resulting in reduced financial performance.

Hengda intends to expand its production capacity, expand its market presence and explore opportunities in strategic investments or alliances and acquisitions. These initiatives involve various risks including, but not limited to, the investment costs in setting up new production facilities, offices and sales offices and working capital requirements. There is no assurance that any future plan can be successfully implemented as the successful execution could depend on several factors, some of which are not within its control. Failure to successfully implement Hengda’s future plans or to effectively manage cost, may lead to a material adverse change in its operating environment or affect its ability to respond to market or industry changes, resulting in reduced financial performance.

Hengda may lose revenue if its intellectual property rights are not protected and counterfeit HD brand products are sold in the market.

Hengda believes its intellectual property rights are important to its success and competitive position. A portion of its products are manufactured and marketed under its “HD” label. Hengda has filed its “HD” label as a trademark in the PRC. Hengda cannot assure you that there will not be any unauthorized usage or misuse of its trademarks or that its intellectual property rights will be adequately protected as it may be difficult and costly to monitor any infringements of its intellectual property rights in the PRC. If Hengda cannot adequately protect its intellectual property, it may lose revenue.

In addition, Hengda believes the branding of its products and the brand equity in its “HD” trademark is critical to its expansion effort and the continued success of its business. Its efforts to build its brand may be undermined by the sale of counterfeit goods. The counterfeiting of its products may increase if its products become more popular.

In order to preserve and enforce its intellectual property rights, Hengda may have to resort to litigation against the infringing or counterfeiting parties. Such litigation could result in substantial costs and diversion of management resources which may have an effect on its financial performance.

Hengda may inadvertently infringe third-party intellectual property rights, which could negatively impact its business and financial results.

Hengda is not aware of, nor has Hengda received any claims from third parties for, any violations or infringements of intellectual property rights of third parties by it. Nevertheless, there can be no assurance that as Hengda develops new product designs and production methods, Hengda would not inadvertently infringe the intellectual property rights of others or others would not assert infringement claims against Hengda or claim that Hengda has infringed their intellectual property rights. Claims against Hengda, even if untrue or baseless, could result in significant costs, legal or otherwise, cause product shipment delays, require it to develop non-infringing products, enter into licensing agreements or may be a distraction to its management. Licensing agreements, if required, may not be available on terms acceptable to Hengda or at all. In the event of a successful claim of intellectual property rights infringement against Hengda and its failure or inability to develop non-infringing products or to license the infringed intellectual property rights in a timely or cost-effective basis, its business and/or financial results will be negatively impacted.

Hengda may become subject to foreign exchange risk.

Hengda currently do not have any foreign exchange exposure as its sales and purchases are predominantly denominated in RMB. However, in the future, a proportion of its sales may be denominated in other currencies as Hengda expands into overseas markets. In such circumstances, Hengda may be subject to foreign currency fluctuations in the future.

Hengda’s manufacturing activities are dependent upon availability of skilled and unskilled labor, a deficiency of which could result in a reduction in profits.

Hengda’s manufacturing activities are relatively labor intensive and dependent on availability of skilled and unskilled labor in large numbers. Large labor intensive operations call for good monitoring and maintenance of cordial relations. Non-availability of labor and/or any disputes between the labor and the

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management may result in a reduction in profits. Further, Hengda relies on contractors who engage on-site laborers for performance of many of its unskilled operations. The scarcity or unavailability of Contract laborers may affect Hengda’s operations and financial performance.

Hengda faces increasing labor costs and other costs of production in the PRC, which could materially adversely affect its profitability.

The ceramic tile manufacturing industry is labor intensive. Labor costs in China have been increasing in recent years and Hengda’s labor costs in the PRC could continue to increase in the future. If labor costs in the PRC continue to increase, Hengda’s production costs will likely increase which may in turn affect the selling prices of Hengda’s products. Hengda may not be able to pass on these increased costs to consumers by increasing the selling prices of its products in light of competitive pressure in the markets where it operates. In such circumstances, its profit margin may decrease.

Compliance with Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.

The post-acquisition company will be subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States public companies from engaging in bribery of or other prohibited payments to foreign officials to obtain or retain business. While Hengda will take precautions to educate their employees of the Foreign Corrupt Practices Act, there can be no assurance that Hengda or the employees or agents of its subsidiaries will not engage in such conduct, for which Hengda might be held responsible. Hengda could suffer penalties that may have a material adverse effect on its business, financial condition and results of operations.

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more developed legal systems. Due to such inconsistency and unpredictability, if Hengda should be involved in any legal dispute in the PRC, Hengda may experience difficulties in obtaining legal redress or in enforcing its legal rights.

From time to time, changes in law and regulations or the implementation thereof may also require Hengda to obtain additional approvals and licenses from the PRC authorities for carrying out its operations in the PRC which would incur additional expenses in order to comply with such requirements and in turn affect its financial performance with the increase in its business costs. Furthermore, there can be no assurance that approvals or licenses will be granted to Hengda promptly or at all. If Hengda experiences delays in obtaining or are unable to obtain such required approvals or licenses, its operations and business in the PRC, and hence its overall financial performance will be adversely affected.

Hengda’s business activities are subject to certain PRC laws and regulations.

As its production and operations are carried out in the PRC, Hengda is subject to certain PRC laws and regulations. In addition, being a wholly foreign-owned enterprise, Hengda is required to comply with certain laws and regulations. Pursuant to PRC laws and regulations, the breach or non-compliance with such laws and regulations may result in the PRC authorities suspending, withdrawing or terminating its business license, causing Hengda to cease production of all or certain of its products, and this would materially and adversely affect its business and financial performance.

The corporate affairs of Hengda in the PRC are governed by its articles of association and the corporate and foreign investment laws and regulations of the PRC. The principles of the PRC laws relating to matters such as the fiduciary duties of directors and other corporate governance matters and foreign investment laws in the PRC are relatively new. Hence, the enforcement of investors or shareholders’ rights under the articles of association of a PRC company and the interpretation of the relevant laws relating to corporate governance matters remain largely untested in the PRC.

PRC foreign exchange control may limit its ability to utilize its profits effectively and affect its ability to receive dividends and other payments from its PRC subsidiary.

Hengda is a foreign investment enterprise (“FIE”) and is subject to the rules and regulations in the PRC on currency conversion. In the PRC, SAFE regulates the conversion of the RMB into foreign currencies. Currently, FIEs are required to apply to SAFE for “Foreign Exchange Registration Certificates for Foreign Investment Enterprise”. With such registration certifications (which need to be renewed annually), FIEs are allowed to open foreign currency accounts including the “current account” and “capital account”. Currently, conversion of currency within the scope of the “current account” (e.g. remittance of foreign currencies for payment of dividends, etc.) can be effected without requiring the approval of SAFE. However, conversion of currency in the “capital account” (e.g. for capital items such as direct investments, loans, securities, etc.) still requires the approval of SAFE.

On 21 October 2005, SAFE promulgated the “Notice on Issues concerning Foreign Exchange Management in Financing by PRC Residents by Overseas Special Purpose Vehicle and Return Investments” (the “No. 75 Notice”). The No. 75 Notice came into effect on November 1, 2005 and requires the following matters, among others, to be complied with: Every PRC domestic resident who establishes or controls an overseas special purpose vehicle (“SPV”) must apply to the local bureau of SAFE for an “overseas investment foreign exchange registration”.

Every PRC domestic resident of an SPV who has completed the “overseas investment foreign exchange registration” (the “Registrant”) must make an application to the local bureau of SAFE to amend their registration particulars upon (i) the injection of any PRC domestic assets or the equity interests of any PRC domestic company owned by the PRC domestic resident into the SPV, and (ii) the implementation of any overseas equity fund-raising by the SPV following an injection of PRC domestic assets or the equity interests of a PRC domestic company; every Registrant must apply to the local bureau of SAFE for change of registration particulars or recordation within 30 days after the occurrence of any capital increase or reduction, changes in shareholdings or share swap, merger, long-term investment in equities or debentures, guarantee of foreign indebtedness and other major capital changes not involving “return investment”, undertaken by an

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SPV; and every Registrant must repatriate, within 180 days, dividends or profits which he receives from an SPV and/or income derived from changes in the shareholding of an SPV.

There can be no assurance that SAFE will not continue to issue new rules and regulations and/or further interpretations of the New Notice that will strengthen the foreign exchange control. As its operating subsidiary is located in the PRC and a significant portion of Hengda’s sales are denominated mainly in RMB, the ability of Hengda to pay dividends or make other distributions may be restricted by PRC foreign exchange control restrictions. There can be no assurance that the relevant regulations will not be amended to its detriment and that the ability of Hengda to distribute dividends will not be adversely affected.

Introduction of new laws or changes to existing laws by the PRC government may adversely affect its business.

The PRC legal system is based on the PRC Constitution and is made up of written laws, regulations, circulars and directives. With the PRC’s entry into the WTO, the PRC government is in the process of developing its legal system so as to encourage foreign investments and to meet the needs of investors. As the PRC economy is developing at a generally faster rate than its legal system, some degree of uncertainty exists in connection with whether and how existing laws and regulations will apply to certain events or circumstances. Some of the laws and regulations, and the interpretation, implementation and enforcement thereof, are still at the experimental stage and therefore subject to policy changes. This in turn, may have an adverse impact on Hengda’s sales and profitability. There is no assurance that the introduction of new laws or regulations, changes to existing laws and regulations and the interpretation or application thereof or the delays in obtaining approvals from the relevant PRC authorities will not have an adverse impact on Hengda’s business or prospects.

In particular, on August 8, 2006, the Ministry of Commerce, the China Securities Regulatory Commission, the State-owned Assets Supervision and Administration Commission, the State Administration of Taxation, the State Administration of Industry and Commerce and the State Administration of Foreign Exchange promulgated the “Rules on the Mergers and Acquisition of Domestic Enterprises by Foreign Investors” which came into effect on September 8, 2006. Foreign investors should comply with the rules when they purchase shareholding equities of a domestic non-foreign-funded enterprise or subscribe to the increased capital of a domestic company, and thus changing the nature of the domestic company into a foreign investment enterprise. The rules stipulate, inter alia, (i) that the acquisition of a PRC non-foreign-funded enterprise by an affiliated foreign enterprise established or controlled by PRC entities or individuals must be approved by the Ministry of Commerce; (ii) that the incorporation of a special purpose vehicles, which is directly or indirectly controlled by PRC entities or individuals for the purpose of an overseas listing of the equity interest of a PRC non-foreign-funded enterprise, must be subject to the approval of the Ministry of Commerce; (iii) that the acquisition of a PRC non-foreign-funded enterprise by a special purpose vehicle shall be subject to approval of the Ministry of Commerce and (iv) the offshore listing of a special purpose vehicle shall be subject to the prior approval from China Securities Regulatory Commission.

Hills & Co., legal counsel to Hengda on PRC law, are of the opinion that as Hengda was incorporated as FIE and the Company does not fall within the scope of being classified as a special purpose vehicle directly or indirectly established or controlled by PRC entities or individuals, the merger rules do not apply to the business combination, and Hengda will not be required to obtain the approval from the Ministry of Commerce, the approval from the China Securities Regulatory Commission and/or any other approvals from PRC government authorities as stipulated by the merger rules. There is however no assurance that the PRC authorities will not issue further directives, regulations, clarifications or implementation rules, which may require Hengda to obtain further approvals with respect to the business combination. If new laws are promulgated on the existing laws are reinterpreted, Hengda’s structure could be determined to be in violation of such laws and subject to sanction by applicable government authorities.

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Environmental, health and safety laws could impose material liabilities on Hengda and could require Hengda to incur material capital and operational costs.

Hengda is subject to environmental, health and safety laws and regulations in the PRC that impose controls on its air, water and waste discharges, on its storage, handling, use, discharge and disposal of chemicals, and on exposure of its employees to hazardous substances. These laws and regulations could require Hengda to incur costs to maintain compliance and could impose liability to remedy the effects of hazardous substance contamination. Although Hengda does not believe that it has violated any of such laws and regulations and therefore has not incurred any significant liabilities under these laws and regulations in the past, the environmental laws and regulations are constantly evolving and becoming stricter in the PRC. The adoption of new laws or regulations or its failure to comply with these laws or regulations in the future could cause us to incur material liabilities and require us to incur additional expenses, curtail its operations and restrict its ability to expand.

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the Delaware General Corporation Law, to adopt a plan that will provide for our payment, based on facts known to us at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially brought against us within the subsequent 10 years. Accordingly, we would be required to provide for any creditors known to us at that time or those that we believe could be potentially brought against us within the subsequent 10 years prior to distributing the funds held in the trust to stockholders. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date. Accordingly, we cannot assure you that third parties will not seek to recover from our stockholders amounts owed to them by us.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the Trust Account to our public stockholders promptly after November 21, 2009 (unless extended for another year if approved by a vote of our stockholders), this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, our board may be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

An investor will only be able to exercise a warrant if the issuance of common stock upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.

Our warrants will become exercisable if the Business Combination is completed, provided, however, that no warrants held by public stockholders will be exercisable and we will not be obligated to issue shares of common stock unless the common stock issuable upon such exercise has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. CHAC is only required to use its best efforts to register the warrants. Because the exemptions from qualification in certain states for resales of warrants and for issuances of common stock by the issuer upon exercise of a warrant may be different, a warrant may be held by a holder in a state where an exemption is not available for issuance of common stock upon an exercise and the holder will be precluded from exercise of the warrant. At the time that the warrants become exercisable (following our completion of a business combination), we expect to either become listed on a national securities exchange, which would provide an exemption from registration in every state, or we would register the warrants in every state (or seek another exemption from registration in such states). Accordingly, we believe holders in every state will be able to exercise their warrants as long as our prospectus relating to the common stock issuable upon exercise of the warrants is current. However, we cannot assure you of this fact. As a result, the warrants may be deprived of any value, the market for the warrants may be limited and the holders of warrants may not be able to exercise their warrants if the common stock issuable upon such exercise is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside.

All of our officers and directors own shares of our common stock and warrants which will not participate in liquidation distributions and therefore they may have a conflict of interest in determining whether the business combination is appropriate.

All of our officers and directors own an aggregate 3,084,920 shares of our common stock that were issued prior to the IPO and purchased an aggregate of 2,651,000 insider warrants upon consummation of the IPO. Such individuals have waived their right to receive distributions with respect to those shares upon our liquidation if we are unable to consummate a business combination. Based on a market price of $9.69 per share on October 15, 2009 and $0.13 per warrant on October 15, 2009, the value of these shares was approximately $29,892,875 and the value of these warrants was approximately $344,630. The shares acquired prior to the IPO, as well as the insider warrants, and any warrants purchased by our officers or directors in the IPO or

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in the aftermarket will be worthless if we do not consummate a business combination. The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting Success Winner as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in our stockholders’ best interest.

We will not obtain an opinion from an unaffiliated third party as to the fair market value of the target business with which we complete a business combination or that the price we are paying for the business is fair to our stockholders from a financial point of view.

We are not required to obtain an opinion from an unaffiliated third party that the target business we select has a fair market value in excess of at least 80% of our net assets. We are also not required to obtain an opinion from such an unaffiliated third party indicating that the price we are paying is fair to our stockholders from a financial point of view unless the target is affiliated with our officers, directors, special advisors, existing stockholders or their affiliates. We do not expect to obtain any such opinion in connection with the Business Combination. Our stockholders, therefore, will be relying on the judgment of our board of directors, whose collective experience in business evaluations for blank check companies, like ours, is not significant.

If our initial stockholders exercise their registration rights with respect to their initial shares, it may have an adverse effect on the market price of our common stock.

Our initial stockholders are entitled to make a demand that we register the resale of their initial shares at any time commencing three months prior to the date on which their shares are released from escrow. If our initial stockholders exercise their registration rights with respect to all of their initial shares, then there will be an additional 1,600,000 shares of common stock (or 8% of the outstanding common stock) eligible for trading in the public market. The presence of these additional shares of common stock trading in the public market may have an adverse affect on the market price of our common stock.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of CHAC’s common stock may decline.

The market price of CHAC’s common stock may decline as a result of the acquisition if:

Accordingly, investors may experience a loss as a result of a decreasing stock price.

CHAC’s directors may have certain conflicts in determining to recommend the acquisition of Hengda, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a stockholder.

CHAC’s management and directors have interests in and arising from the Business Combination of Hengda that are different from, or in addition to, your interests as a stockholder, which could result in a real or perceived conflict of interest. These interests include the fact that certain of the shares of common stock owned by CHAC’s management and directors, or their affiliates and associates, would become worthless if the Redomestication and Business Combination Proposals are not approved and CHAC otherwise fails to consummate a business combination prior to its liquidation date.

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Islands. In addition, Hengda is incorporated in China and governed by the laws of the People’s Republic of China. Investor rights protection and the rights and fiduciary responsibilities of officers and directors under the laws of British Virgin Islands and the People’s Republic of China may not be as well established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. Therefore, China Ceramics’ shareholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction.

Because China Ceramics and Success Winner are incorporated under the laws of the British Virgin Islands and their management members are located in China, it may be difficult to serve China Ceramics, Success Winner or their management members with legal process or enforce judgments against them, their directors or their management.

China Ceramics and Success Winner are incorporated under the laws of the British Virgin Islands with substantially all of their assets located outside of the United States. Their principal executive offices will be located outside the United States and all of their directors and officers will reside outside the United States. As a result, it may be difficult or impossible for you to bring an action against China Ceramics, Success Winner, their directors or their management in the United States if you believe that your rights have been infringed under securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the British Virgin Islands and of other jurisdictions may prevent or restrict you from enforcing a judgment against China Ceramics’ or Success Winner’s assets or their directors and officers.

China Ceramics is unlikely to pay cash dividends in the foreseeable future.

China Ceramics currently intend to retain any future earnings for use in the operation and expansion of its business. China Ceramics does not expect to pay cash dividends in the foreseeable future but will review this policy as circumstances dictate. Should we decide in the future to do so, as a holding company, China Ceramics’ ability to pay dividends and meet other obligations depends upon the receipt of dividends or other payments from its operating subsidiaries. In addition, its operating subsidiaries, particularly those in the PRC, from time to time, may be subject to restrictions on its ability to make distributions to it, including as a result of restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions.

CHAC and Success Winner have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by China Ceramics if the Business Combination is completed or by CHAC if the Business Combination is not completed.

CHAC and Success Winner expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, CHAC expects to incur approximately $600,000 in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by China Ceramics if the Business Combination is completed or by CHAC if the Business Combination is not completed.

The working capital of the surviving company will be reduced if CHAC’s stockholders exercise their right to redeem their shares into cash.

Assuming CHAC Charter Amendment Proposal is approved, pursuant to CHAC’s amended and restated certificate of incorporation, all holders of shares issued in our IPO may vote either for or against the Business Combination and elect that CHAC redeem their shares into a pro rata share of the Trust Account. To the extent the Business Combination is consummated and holders of a significant number of shares issued in our IPO have properly elected to redeem their shares, there will be a corresponding reduction in the amount of funds available to the surviving company following the Redomestication and Business Combination. Additionally, if holders properly elect to redeem their shares, there may be a corresponding reduction in the value of each share of common stock of the surviving company. Any payment upon exercise of redemption rights will reduce our cash after the Redomestication and Business Combination. As a company in the early stage of its growth and development, the surviving company will require significant capital to grow and eventually

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become profitable and may require additional sources of capital to the extent that funds disbursed to CHAC’s stockholders upon the exercise of their redemption rights result in working capital shortfalls.

In addition, in order to ensure that that the Acquisition is approved, CHAC, Hengda and their respective affiliates may enter into transactions to purchase common shares of CHAC from shareholders who have indicated their intention to vote against the acquisition and seek redemption of their shares. In addition, CHAC, Hengda and their respective affiliates may also purchase warrants from warrant holders. Such purchases could result in all or substantially all of CHAC trust fund being expended to pay for such purchases post transaction, which would result in Hengda not receiving any working capital from the trust account, and therefore not being able to expand its operations.

In the event that a significant number of CHAC’s IPO shares are redeemed, its stock may become less liquid following the Business Combination.

If a significant number of CHAC’s IPO shares are redeemed, CHAC may be left with a significantly smaller number of shareholders. As a result, trading in the shares of the surviving company following the Business Combination may be limited and your ability to sell your shares in the market could be adversely affected.

If any funds held in CHAC’s trust account are used to purchase shares of CHAC from holders who would have otherwise voted against the Business Combination, the Business Combination may be consummated even if most of the pre Business Combination public stockholders would have voted against the Business Combination.

In order to ensure that the Business Combination is approved, CHAC, Hengda and their respective affiliates may enter into transactions to purchase common shares of CHAC from shareholders who have indicated their intention to vote against the acquisition and seek redemption of their shares. Such transactions could include:

Such transactions could result in the Business Combination being approved even if a majority of the pre-Acquisition public shareholders would have voted against the Business Combination.

If any funds held in CHAC’s trust account are used to purchase shares of CHAC from holders who would have otherwise voted against the transaction, CHAC’s shareholders who purchased shares in CHAC’s initial public offering may be entitled to rescission rights.

CHAC’s initial public offering prospectus did not disclose that funds in the trust account might be used to purchase shares from holders thereof who have indicated their intention to vote against the Business Combination and redeem their shares for cash. Consequently, such use of the funds in the trust account might be grounds for a holder of CHAC’s public stock who purchased such shares in CHAC’s initial public offering, to seek rescission of the purchase of the units the holder acquired in the IPO. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in value of the shares caused by the alleged violation, together with interest, while retaining the shares.

CHAC may waive one or more of the conditions to the Business Combination without resoliciting stockholder approval for the Business Combination.

CHAC may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The board of directors of CHAC will

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evaluate the materiality of any waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is warranted. In some instances, if the board of directors of CHAC determines that a waiver is not sufficiently material to warrant resolicitation of stockholders, CHAC has the discretion to complete the Business Combination without seeking further stockholder approval. For example, it is a condition to CHAC’s obligations to close the Business Combination that there be no restraining order, injunction or other order restricting Success Winner’s conduct of its business, however, if the board of directors of CHAC determines that any such order or injunction is not material to the business of Success Winner, then such the board may elect to waive that condition and close the Business Combination.

There will be a substantial number of China Ceramics’ ordinary shares available for sale in the future that may adversely affect the market price of China Ceramics’ ordinary shares.

CHAC currently has authorized share capital of 41,000,000 shares consisting of 40,000,000 shares of common stock with a par value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share. China Ceramics currently is authorized to issue 51,000,000 shares of a single class.

The shares to be issued in the business combination to the post-Business Combination shareholders, the Seller, Mr. Huang Jia Dong (as the beneficial owner of shares being issued to Sound Treasure Limited), Aquila Capital (as the beneficial owner of shares being issued to Aquila Capital (Asia) Ltd.) and Mr. Wong Tsang Ying (as the beneficial owner of shares being issued to Surmount Investments Group Limited, Top Plenty International Limited and Park Rise Holdings Limited), will be subject to lock-up as set forth in the Acquisition Agreement and cannot be sold for twelve months (or in certain cases, six months) from the date of the Business Combination. After the expiration of the lock-up period, there will then be an additional 5,743,320 shares that are eligible for trading in the public market. Further, China Ceramics has agreed in the Acquisition Agreement to place in escrow an additional 8,185,763 shares, which shall be release if certain performance targets are met. The availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of China Ceramics’ shares.

There is a risk that China Ceramics could be treated as a U.S. domestic corporation for U.S. federal income tax purposes after the Redomestication and Business Combination, which could result in significantly greater U.S. federal income tax liability to China Ceramics.

Section 7874(b) of the Code generally provides that a corporation organized outside the United States that acquires, directly or indirectly, pursuant to a plan or series of related transactions substantially all of the assets of a corporation organized in the United States will be treated as a domestic corporation for U.S. federal income tax purposes if shareholders of the acquired corporation, by reason of owning shares of the acquired corporation, own at least 80% (of either the voting power or the value) of the stock of the acquiring corporation after the acquisition. Under temporary regulations recently promulgated under Section 7874, a warrant holder of either the acquired corporation or the acquiring corporation generally is treated for this purpose as owning stock of the acquired corporation or the acquiring corporation, as the case may be, with a value equal to the excess of the value of the shares underlying the warrant over the exercise price of the warrant. If Section 7874(b) were to apply to the Redomestication, then, among other things, China Ceramics, as the surviving entity, would be subject to U.S. federal income tax on its worldwide taxable income following the Redomestication and Business Combination as if China Ceramics were a domestic corporation. See the discussion in the section entitled “Material United States Federal Income Tax Consequences — Tax Consequences of the Redomestication — Tax Consequences to CHAC and China Ceramics.”

Although we do not expect that Section 7874(b) will apply to treat China Ceramics as a domestic corporation for U.S. federal income tax purposes, due to the absence of full guidance on how the rules of Section 7874(b) will apply to the transactions contemplated by the Redomestication and Business Combination, this result is not entirely free from doubt. As a result, stockholders and warrant holders are urged to consult their own tax advisors on this issue. See the discussion in the section entitled “Material United States Federal Income Tax Consequences — Tax Consequences of the Redomestication — Tax Consequences to CHAC and China Ceramics.” The balance of this discussion assumes that China Ceramics will be treated as a foreign corporation for U.S. federal income tax purposes.

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CHAC should recognize gain (but not loss) for U.S. federal income tax purposes as a result of the Redomestication, which would result in increased U.S. federal income tax liability to CHAC.

As a result of the Redomestication, CHAC should recognize gain (but not loss) for U.S. federal income tax purposes equal to the excess, if any, of the fair market value of each of its assets over such asset’s adjusted tax basis at the effective time of the Redomestication. For this purpose, the valuation of CHAC’s assets at the time of Redomestication may take into account a variety of factors, including possibly the fair market value of CHAC’s shares immediately prior to the Redomestication. Since any such gain will be determined based on the value of its assets at that time, the amount of such gain (and any U.S. federal income tax liability to CHAC by reason of such gain) cannot be determined at this time. Any U.S. federal income tax liability incurred by CHAC as a result of such gain should become a liability of China Ceramics by reason of the Redomestication. Stockholders and warrant holders are urged to consult their own tax advisors on this tax issue and other tax issues in connection with the Redomestication. See the discussion in the section entitled “Material United States Federal Income Tax Consequences — Tax Consequences of the Redomestication — Tax Consequences to CHAC and China Ceramics.”

If the Redomestication does not qualify as a reorganization under Section 368(a) of the Code, a U.S. Holder generally would recognize gain or loss with respect to its CHAC securities at the effective time of the Redomestication.

If the Redomestication qualifies as a reorganization under Section 368(a), a U.S. Holder (as that term is defined in the section entitled “Material United States Federal Income Tax Consequences — General”) of CHAC securities should not recognize gain or loss upon the exchange of its CHAC securities solely for the securities of China Ceramics pursuant to the Redomestication. However, if the Redomestication should fail to qualify as a reorganization under Section 368(a), a U.S. Holder generally would recognize gain or loss with respect to its CHAC securities in an amount equal to the difference, if any, between the U.S. Holder’s adjusted tax basis in its CHAC securities and the fair market value of the corresponding China Ceramics securities (and any cash in lieu of a fractional share) received in the Redomestication. In such event, the U.S. Holder’s basis in the China Ceramics securities would equal their fair market value, and such U.S. Holder’s holding period for the China Ceramics securities would begin on the day following the date of the Redomestication. See the discussion in the section entitled “Material United States Federal Income Tax Consequences — Tax Consequences of The Redomestication — Tax Consequences to U.S. Holders of CHAC Securities.”

There is a risk that China Ceramics will be classified as a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. Holders of ordinary shares or warrants of China Ceramics.

In general, China Ceramics will be treated as a PFIC for any taxable year of China Ceramics in which either (1) at least 75% of its gross income (including the gross income of certain 25% or more-owned corporate subsidiaries) is passive income or (2) at least 50% of the average value of its assets (including the assets of certain 25% or more-owned corporate subsidiaries) produce, or are held for the production of, passive income. Passive income generally includes dividends, interest, rents, royalties, and gains from the disposition of passive assets. If China Ceramics is determined to be a PFIC for any taxable year (or portion thereof) of China Ceramics that is included in the holding period of a U.S. Holder for China Ceramics’ ordinary shares or warrants, the U.S. Holder may be subject to increased U.S. federal income tax liability upon a sale or other disposition of China Ceramics ordinary shares or warrants or the receipt of certain excess distributions from China Ceramics and may be subject to additional reporting requirements. Based on the expected composition of the assets and income of China Ceramics and its subsidiaries after the Redomestication and Business Combination, we do not anticipate that China Ceramics will be treated as a PFIC following the Redomestication and Business Combination. The actual PFIC status of China Ceramics for its current taxable year or any subsequent taxable year, however, will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to the status of China Ceramics as a PFIC for its current taxable year or any future taxable year. U.S. Holders of CHAC’s stock and warrants are urged to consult their own tax advisors regarding the possible application of the PFIC rules. See the discussion in the section entitled

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“Material United States Federal Income Tax Consequences — Tax Consequences to U.S. Holders of Ordinary Shares and Warrants of China Ceramics — Passive Foreign Investment Company Rules.”

The tax opinion provided to China Ceramics does not provide a “will” level of comfort on certain of the tax issues discussed in the tax disclosure and does not address all tax issues, including those that are dependent on future facts or events.

Loeb & Loeb LLP, as special United States counsel to China Ceramics, has provided an opinion to China Ceramics (which has been filed as Exhibit 8.1 to the Registration Statement of which this proxy statement/prospectus forms a part) that, subject to the assumptions, limitations and qualifications stated therein and herein, Loeb & Loeb LLP has confirmed and adopted as its opinion the statements of U.S. federal income tax law as set forth herein under the caption “Material United States Federal Income Tax Consequences,” or the “tax disclosure”. Such tax opinion is not binding on the IRS or a court. The tax disclosure provides that neither China Ceramics nor the China Ceramics security holders that were former CHAC security holders (who did not exercise their redemption or appraisal rights) will recognize any gain or loss for U.S. federal income tax purposes as a result of the Business Combination. However, because of the absence of guidance directly on point as to how the transactions contemplated by the Redomestication and other items discussed herein, other than the Business Combination, would be treated for U.S. federal income tax purposes, it is not possible to predict what contrary positions, if any, may be taken by the IRS or a court considering these tax issues and whether such positions would be materially different from those discussed in the tax disclosure (although the tax disclosure does describe certain possible alternative tax consequences). As a result, the word “should” and not “will” generally is used throughout the tax disclosure in order to indicate a degree of uncertainty concerning these issues that is greater than would be indicated by a “will” level of opinion, but is less than would be indicated by a “more-likely-than-not” level of opinion. In addition, the word “should” is used because the tax disclosure is a general discussion and does not address all tax issues that may be relevant to all stockholders or warrant holders (including those that are subject to special rules under the Code), although the tax disclosure does discuss the material U.S. federal income tax consequences to investors. Moreover, certain tax issues that are discussed in the tax disclosure are dependent on future facts or events, such as whether China Ceramics will be classified as a PFIC for U.S. federal income tax purposes following the Redomestication and Business Combination, and therefore cannot be addressed by a tax opinion. Accordingly, each stockholder and warrant holder is urged to consult its own tax advisor regarding the tax issues discussed in the tax disclosure and how they may relate to the holder’s particular circumstances. See “Material United States Federal Income Tax Consequences,” below for further discussion of these issues.

China Ceramics, Success Winner and Stand Best each may be classified as a “resident enterprise” under PRC Enterprise Income Tax Law, or “EIT Law,” and be subject to PRC taxation on its worldwide income.

China passed a new EIT Law effective on January 1, 2008. Under the EIT Law, enterprises are classified as resident enterprises and non-resident enterprises. An enterprise established outside of China with its “de facto management bodies” located within China is considered a “resident enterprise,” meaning it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementation rules to the EIT law define “de facto management bodies”; however it remains unclear how the PRC tax authorities will interpret this term. The senior management of China Ceramics, Success Winner and Stand Best will primarily be located in the PRC, and all of our revenues arise from our operations in China.

If the PRC tax authorities determine that China Ceramics, Success Winner and/or Stand Best is a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, China Ceramics, Success Winner and/or Stand Best may be subject to enterprise income tax at a rate of 25% on China Ceramics’, Success Winner’s and/or Stand Best’s worldwide taxable income, as well as PRC enterprise income tax reporting obligations. Second, although under the EIT Law and its implementing rules, dividends paid to China Ceramics from Hengda through Success Winner and Stand Best (assuming China Ceramics, Success Winner and Stand Best are each treated as a “resident enterprise” under EIT Law) may qualify as “tax-exempt income,” such dividends may be subject to withholding tax generally at a rate of 10% (or, if the Double Tax Avoidance Agreement between Hong Kong and Mainland China is applicable, 5%). Any such tax on dividends could materially reduce the amount of dividends, if any, China

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Ceramics could pay to its shareholders. Finally, the new “resident enterprise” classification could result in a 10% PRC tax being imposed on dividends China Ceramics pays to its non-PRC security holders that are not PRC tax “resident enterprises” and gains derived by them from transferring China Ceramics securities, if such income is considered PRC-sourced income by the relevant PRC tax authorities.

It is unclear how the relevant governmental authorities will interpret and implement the laws and regulations pertaining to offshore and cross-border taxes. Given this uncertainty, there is a risk that China Ceramics, Success Winner, Stand Best and/or non-PRC security holders of China Ceramics could be subject to unfavorable tax treatment.

If any such PRC taxes apply, a non-PRC security holder may be entitled to a reduced rate of PRC taxes under an applicable income tax treaty and/or a foreign tax credit against such security holder’s domestic income tax liability (subject to applicable conditions and limitations). You should consult with your own tax advisors regarding the applicability of any taxes, the effects of any applicable income tax treaties, and any available foreign tax credits.

The post transaction company is expected to be a foreign private issuer and therefore exempt from certain SEC requirements that provide shareholders with protections and information that must be made available to shareholders of U.S. public companies.

The post-transaction company is expected to be a foreign private issuer. A foreign private issuer has reduced reporting requirements under the Exchange Act as compared to United States public companies, resulting in fewer costs associated with financial and reporting compliance. For example, as a foreign private issuer the post transaction company would be exempt from certain provisions applicable to U.S. public companies, including:

As a foreign private issuer, the post transaction company would file an annual report on Form 20-F within six months of the close of each fiscal year (within four months of the close of each fiscal year starting with the fiscal year ended March 31, 2012) and reports on Form 6-K relating to certain material events promptly after announcing those events. However, because of the above exemptions for foreign private issuers, shareholders will not be afforded the same protections or information generally available to investors holding shares in public companies organized in the United States.

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Each of the Redomestication Proposal and the Business Combination Proposal are conditioned upon the approval of the other. Therefore, both must be approved by stockholders in order for the Business Combination to be consummated.

Recommendation of CHAC Board of Directors

CHAC’s board of directors:

CHAC’s board of directors have interests that may be different from or in addition to your interests as a stockholder. See “The Business Combination Proposal — Interests of Certain Persons in the Acquisition” in this proxy statement/prospectus for further information.

Record Date; Who is Entitled to Vote

We have fixed the close of business on October 22, 2009, as the “record date” for determining those CHAC stockholders entitled to notice of and to vote at the special meeting. As of the close of business on     , 2009, there were 16,000,000 shares of our common stock outstanding and entitled to vote. Each holder of common stock is entitled to one vote per share on each proposal on which such shares are entitled to vote at the special meeting. Holders of warrants are not entitled to vote at the special meeting.

As of October 15, 2009, CHAC’s initial stockholders, either directly or beneficially, owned and were entitled to vote 3,200,000 shares, or approximately 20% of CHAC’s outstanding common stock. With respect to the Business Combination, CHAC’s initial stockholders have agreed to vote their respective shares of common stock acquired by them prior to the initial public offering in accordance with the majority of the votes cast by the holders of the shares issued in CHAC’s initial public offering with respect to the Business

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Combination Proposal and related proposals. CHAC’s initial stockholders have also agreed that they will vote any shares they purchase in the open market in or after the initial public offering in favor of each of the Business Combination Proposal, Redomestication Proposal, and the other proposals. They have indicated that they intend to vote their shares “FOR” each of the other proposals although there is no agreement in place with respect to these proposals.

Quorum

Stockholders representing a majority of the common stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, will constitute a quorum. In the absence of a quorum, stockholders representing a majority of the votes present in person or represented by proxy at such meeting, may adjourn the meeting until a quorum is present.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. The latter will not be treated as shares entitled to vote on the matter as to which authority to vote is withheld by the broker. If you do not give the broker voting instructions, under the rules of the NYSE Amex, your broker may not vote your shares on each of the Business Combination Proposal, Redomestication Proposal, the Authorized Capital Proposal and the Adjournment Proposal. Since a stockholder must affirmatively vote against adoption of the Business Combination Proposal to have redemption rights, individuals who fail to vote or who abstain from voting on the Business Combination Proposal may not exercise their redemption rights. Record holders whose shares are voted against adoption of the Business Combination Proposal and beneficial holders of shares held in “street name” that are voted against the adoption of the Business Combination Proposal may exercise their redemption rights. Please see the information set forth in “Special Meeting of CHAC Stockholders — Redemption Rights.”

Vote of Our Stockholders Required

The adoption of the Business Combination will require the affirmative vote of the holders of a majority of the shares of CHAC common stock issued in the IPO present and entitled to vote at the special meeting. Abstentions will have the same effect as a vote against the approval of the Business Combination Proposal, except that you will not be able to redeem your shares for a pro rata portion of the Trust Account and broker non-votes will have no affect on the Business Combination Proposal. Approval of the Redomestication Proposal and the Authorized Capital Proposal will require the affirmative vote of the holders of a majority of the shares of CHAC outstanding. Approval of the CHAC Charter Amendment Proposal and the CHAC Trust Agreement Amendment Proposal will require the affirmative vote of at least 80% of the shares of CHAC common stock outstanding. The Adjournment Proposal will require the affirmative vote of the holders of a majority of the shares present in person and by proxy at the meeting. Abstaining from voting and failing to instruct your bank, brokerage firm or nominee to vote your shares will have the same effect as voting against the Redomestication Proposal, the Authorized Capital Proposal, the CHAC Charter Amendment Proposal and the CHAC Trust Agreement Amendment Proposal and no effect on the Adjournment Proposal.

Voting Your Shares

Each share of CHAC common stock that you own in your name entitles you to one vote for each proposal on which such shares are entitled to vote at the special meeting. Your proxy card shows the number of shares of our common stock that you own.

There are two ways to ensure that your shares of CHAC common stock are voted at the special meeting:

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IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL (AS WELL AS THE OTHER PROPOSALS) AND YOU WILL NOT BE ELIGIBLE TO HAVE YOUR SHARES REDEEMED INTO A PRO RATA PORTION OF THE TRUST ACCOUNT IN WHICH A SUBSTANTIAL PORTION OF THE NET PROCEEDS OF CHAC’S INITIAL PUBLIC OFFERING ARE HELD. YOU MUST AFFIRMATIVELY VOTE AGAINST THE BUSINESS COMBINATION AND DEMAND THAT CHAC REDEEM YOUR SHARES INTO CASH NO LATER THAN THE CLOSE OF THE VOTE ON THE BUSINESS COMBINATION TO EXERCISE YOUR REDEMPTION RIGHTS. IN ORDER TO REDEEM YOUR SHARES, YOU MUST CONTINUE TO HOLD YOUR SHARES THROUGH THE CLOSING DATE OF THE BUSINESS COMBINATION AND TENDER YOUR PHYSICAL STOCK CERTIFICATE TO OUR STOCK TRANSFER AGENT PRIOR TO THE VOTE ON THE BUSINESS COMBINATION. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO ELECTRONICALLY TRANSFER YOUR SHARES TO THE DTC ACCOUNT OF CONTINENTAL STOCK TRANSFER & TRUST COMPANY, OUR TRANSFER AGENT, PRIOR TO THE VOTE ON THE BUSINESS COMBINATION.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

Who Can Answer Your Questions About Voting Your Shares?

If you have any questions about how to vote or direct a vote in respect of your shares of our common stock, you may call [      ], our proxy solicitor, at [      ] or CHAC at (302)-295-4832.

No Additional Matters May Be Presented at the Special Meeting

This special meeting has been called only to consider the adoption of the Acquisition Agreement, the Redomestication, the Authorized Capital Proposal and the Adjournment Proposal. Under our bylaws, other than procedural matters incident to the conduct of the special meeting, no other matters may be considered at the special meeting if they are not included in the notice of the special meeting.

Redemption Rights

Assuming the CHAC Charter Amendment Proposal is approved, pursuant to CHAC’s Certificate of Incorporation, a holder of shares of CHAC common stock may, if the stockholder votes either for or against the Business Combination, demand that CHAC redeem such shares for cash. Demand may be made by:

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In connection with tendering your shares for redemption, you must elect either to physically tender your stock certificates to CHAC’s transfer agent or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, in each case, by the day prior to the special meeting.

Through the DWAC system, this electronic delivery process can be accomplished by contacting your broker and requesting delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and CHAC’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $35 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is CHAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. CHAC does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

In the event that a stockholder tenders its shares and decides prior to the special meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. In the event that a stockholder tenders shares and the business combination is not completed, these shares will not be redeemed for cash and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the business combination will not be consummated. CHAC anticipates that a stockholder who tenders shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such shares soon after the completion of the Business Combination.

If properly demanded by CHAC’s public stockholders, CHAC will redeem each share of common stock into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of the record date, this would amount to approximately $9.79 per share. If you exercise your redemption rights, you will be exchanging your shares of CHAC common stock for cash and will no longer own the shares. If CHAC is unable to complete the Business Combination by November 21, 2009 it will liquidate and dissolve and public stockholders would be entitled to receive approximately $9.79 per share upon such liquidation.

Appraisal Rights

Under Delaware corporate law, the merger of CHAC with China Ceramics causes the stockholders of CHAC to have appraisal rights with respect to the Redomestication Proposal, but not any other proposal. This right is separate from the redemption rights of the holders of shares of CHAC common stock issued in the initial public offering. However, because the exercise of the appraisal rights and the redemption rights both require a tender of the holder’s shares to CHAC, only one right may be elected in respect of the shares. If the Redomestication is consummated, CHAC stockholders who choose not to vote in favor of the Redomestication will have the right to elect an appraisal of the fair market value of their shares of CHAC common stock, and to receive the fair market value of such shares in lieu of the consideration contemplated by the Redomestication and the Acquisition Agreement, in accordance with the provisions of Section 262 of the Delaware General Corporation Law. Unlike redemption rights in which the stockholder will receive a pro rata portion of the trust account as of the record date, stockholders who elect to exercise their appraisal rights will receive a value for their shares that is determined by an appraisal made by the Delaware Court of Chancery. Failure to

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properly exercise appraisal rights before the special meeting will result in loss of these rights. Exercise of appraisal rights will not affect any warrants held by that stockholder. See “The Redomestication — Appraisal Rights” for more information about appraisal rights.

Proxies and Proxy Solicitation Costs

We are soliciting proxies on behalf of our board of directors. This solicitation is being made by mail but also may be made by telephone or in person. We and our directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement and proxy card. [      ], a proxy solicitation firm that we have engaged to assist us in soliciting proxies, will be paid its customary fee of approximately $[      ] and out-of-pocket expenses. Such fee will be paid with non-Trust Account funds.

We will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. We will reimburse them for their reasonable expenses.

If you send in your completed proxy card, you may still vote your shares in person if you revoke your proxy before it is exercised at the special meeting.

CHAC Initial Stockholders

On July 16, 2007, our Chief Executive Officer, Paul K. Kelly and our President, James D. Dunning, Jr. purchased 2,875,000 of our shares for an aggregate purchase price of $28,750. Effective November 15, 2007, our board of directors authorized a stock dividend of 0.2 shares of common stock for each outstanding share of common stock, effectively lowering the purchase price to approximately $0.008 per share and increasing each stockholder’s holdings by 20% and the number of common shares issued to 3,450,000 (including up to 250,000 shares that were forfeited upon exercise of the underwriters’ over-allotment option). As a result of an increase in the size of the offering on November 15, 2007, the November 15, 2007 stock dividend was effectuated in order to maintain our founders’ and special advisors’ ownership at a percentage of the number of shares to be outstanding after this offering. This increase in offering size also resulted in an increase in the amount of after-tax interest we may withdraw from the trust account of $3,200,000 (net of the partial exercise of the underwriters’ over-allotment option).

Subsequent to the issuance date, the foregoing persons transferred a portion of their shares to our other current stockholders at a price per share equal to $0.01 per share.

On November 5, 2007, Paul K. Kelly, James D. Dunning, Jr., Alan G. Hassenfeld, Gregory E. Smith, Xiao Feng, Cheng Yan Davis, Soopakij (Chris) Chearavanont and Ruey Bin Kao agreed to purchase, for an aggregate purchase price of $2.75 million private placement warrants to purchase 2,750,000 share of common stock at a price of $1.00 per warrant. Paul K. Kelly and James D, Dunning, Jr. each purchased 941,875 warrants, Alan G. Hassenfeld purchased 495,000 warrants, Gregory E. Smith purchased 123,750 warrants, Cheng Yan Davis purchased 99,000 warrants and Xiao Feng, Soopakij (Chris) Chearavanont and Ruey Bin Kao each purchased 49,500 warrants.

Pursuant to a registration rights agreement between us and our founders and special advisors, our founders and special advisors will be entitled to certain registration rights. Specifically, (i) the private placement warrants and the underlying shares of common stock, are entitled to certain registration rights commencing 90 days after the consummation of a business combination; and (ii) the existing stockholders’ common stock are entitled to certain registration rights six months after the consummation of a business combination. We are only required to use our best efforts to cause a registration statement relating to the resale of such securities to be declared effective and, once effective, only to use our best efforts to maintain the effectiveness of the registration statement. The holders of warrants do not have the rights or privileges of holders of our common stock or any voting rights until such holders exercise their respective warrants and receive shares of common stock. Permitted transferees that receive any of the above described securities from our founders will, under certain circumstances, be entitled to the registration rights described herein. We will bear the expenses incurred in connection with the filing of any such registration statements.

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THE BUSINESS COMBINATION PROPOSAL

The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Acquisition Agreement among CHAC, China Ceramics, Success Winner, Hengda and the Seller, is subject to, and is qualified in its entirety by reference to, the Acquisition Agreement. The full text of the Acquisition Agreement is attached hereto as Annex A, which is incorporated by reference herein.

General Description of the Business Combination

Redomestication to the British Virgin Islands

Immediately prior to the Business Combination, CHAC, the current Delaware corporation, will effect a merger pursuant to Section 251 of the General Corporation Law of the State of Delaware in which it will merge with and into China Ceramics, its wholly-owned British Virgin Islands subsidiary, with China Ceramics surviving the merger.

The Redomestication will result in all of CHAC’s issued and outstanding shares of common stock immediately prior to the Redomestication converting into shares of China Ceramics, and all units, warrants and other rights to purchase CHAC’s common stock immediately prior to the Redomestication converting into substantially equivalent securities of China Ceramics. If the shares of China Ceramics do not continue to be quoted on the NYSE Amex after the Redomestication it is possible that the shares will be quoted only on the OTC Bulletin Board. CHAC will cease to exist and China Ceramics will be the surviving company. In connection therewith, China Ceramics will assume all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of CHAC, including any and all agreements, covenants, duties and obligations of CHAC set forth in the Acquisition Agreement.

Business Combination with Success Winner; Business Combination Consideration

Immediately following the Redomestication, China Ceramics will acquire all of the issued and outstanding ordinary shares of Success Winner held by Mr. Wong Kung Tok (the “Seller”) in exchange for $10.00 and 5,743,320 shares of China Ceramics ordinary shares. The issuance of shares of China Ceramics to the post-Business Combination shareholders is being consummated on a private placement basis pursuant to Section 4(2) of the Securities Act of 1933, as amended. In addition, 8,185,763 shares of the China Ceramics ordinary shares will be placed in escrow (the “Contingent Shares”) and released to the Seller in the event certain earnings and stock price thresholds are achieved. (See “The Acquisition Agreement — Business Combination with Success Winner; Business Combination Consideration.”) The aggregate value of the consideration to be paid by China Ceramics in the Business Combination will be approximately $55.7 million (based on 5,743,320 shares to be issued to the post-business combination shareholders at a market value of $9.69 per share, the most recent closing price of CHAC’s common stock as of October 15, 2009). In connection with the closing of the transaction, the CHAC founders will forfeit 1,600,000 of their founders’ shares to CHAC for cancellation. After such shares are canceled, the CHAC founders will own a total of 1,600,000 shares.

The share numbers in the preceding paragraph are computed as follows:

To the post-business combination shareholders, inclusive of 5,169,320 shares released at closing and 8,759,763 shares held in escrow			13,929,083
Less, escrow shares not considered outstanding (excluding 574,000 shares in escrow available to pay for indemnification claims – see below for details)			(8,185,763	)
Total merger shares to be outstanding at closing			5,743,320

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Concurrent with the closing, 8,185,763 of the merger shares shall be delivered into an escrow account and be subject to release to the post-business combination shareholders upon the attainment of certain financial thresholds as follows:

From escrow at the close of 2009 audit, if certain earnings thresholds are met			1,214,127
From escrow at the close of 2010 audit, if certain earnings thresholds are met			1,794,800
From escrow at the close of 2011 audit, if certain earnings thresholds are met			2,176,836
From escrow if the closing price of China Ceramics’ common stock is at or above $20.00 per share for twenty trading days in a thirty trading day period prior to April 30, 2012			2,000,000
From escrow if the closing price of China Ceramics’ common stock is at or above $25.00 per share for twenty trading days in a thirty trading day period prior to April 30, 2012			1,000,000
Total merger shares held in escrow not considered outstanding at closing			8,185,763

The escrowed shares will be released without regard to continued employment and are only contingent on future earnings and the stock price of China Ceramics. Upon their release from escrow, the shares will be recorded as an adjustment to China Ceramics’ basis in Hengda, and will be included in the calculations of earnings per share from such date.

CHAC currently has authorized share capital of 41,000,000 shares consisting of 40,000,000 shares of common stock with a par value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share. China Ceramics currently is authorized to issue 51,000,000 shares of a single class.

After the Business Combination assuming no redemptions of shares into cash and no contingent shares are issued, CHAC’s current public shareholders will own approximately 63.5% of China Ceramics, CHAC’s current directors, officers and affiliates will own approximately 8.0% of China Ceramics, and Seller will own approximately 28.5% of China Ceramics.

Pursuant to the Acquisition Agreement, the Redomestication will not be consummated unless the Business Combination is also approved. Similarly, the Business Combination will not take place unless the Redomestication is also approved. Upon consummation of the Business Combination, China Ceramics will own 100% of the issued and outstanding shares of Success Winner.

Background

China Holdings Acquisition Corp. is a blank check company formed under the laws of Delaware on June 22, 2007. The Company was formed for the purpose of acquiring, or acquiring control of, one or more operating businesses having their primary operations in Asia through a merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination or contractual arrangements. China Holdings completed an initial public offering on November 21, 2007 of 12,000,000 units at $10.00 per unit, each unit consisting of one share of common stock and a warrant to purchase one share of common stock at $7.50. The underwriters for China Holding’s public offering subsequently exercised the over-allotment option with respect to the offering. Concurrent with the initial public offering, 2,750,000 warrants were sold at $1.00 per warrant in a private placement to certain affiliates of China Holdings. The offerings yielded gross proceeds to China Holdings of approximately $125,363,000. Of these net proceeds, $125,278,000 was placed in a trust account. In accordance with China Holdings’ Certificate of Incorporation, the trust account will be released either upon the consummation of a business combination or upon the liquidation of China Holdings. China Holdings must liquidate unless a business combination is consummated by November 21, 2009. As of October 15, 2009, approximately $125,278,000 was held in deposit in the trust account.

Promptly after China Holding’s IPO, the officers and directors of CHAC commenced the process of locating potential targets. The Board of CHAC established a list of criteria for screening potential targets, including but not limited to:

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The CHAC team reached out to a large number of business contacts that it believed might refer potential targets to CHAC, including individuals known to the CHAC team as knowledgeable about deals in the marketplace, financial advisory firms that specialized in deal flow sourcing or advising companies in fund raising or financial transactions, senior business executives, professional investment managers and private equity investment funds.

China Holdings received leads and reviewed a total of more than 30 potential business combination candidates. These candidates were engaged in a wide range of industry sectors including manufacturing, real estate, service industries and healthcare. Most of these reviews were done on a preliminary basis, and did not progress towards a substantive discussion of terms of a potential transaction with CHAC. Depending on the candidate involved, these companies were deemed unsuitable as a business combination target with CHAC for various reasons, including but not limited to, the target not meeting CHAC’s criteria as described above or lack of interest on the part of the candidate to pursue further discussions with CHAC.

Bright World

Bright World Precision Machinery Limited (“Bright World”) manufactures and supplies stamping and complementary machines, and metal parts in the People’s Republic of China. Bright World is listed on the Singapore Exchange Securities Trading Limited under the ticker symbol “B49” with the majority of its shares held by World Sharehold Limited (“World Share”) which, in turn, is controlled by Mr. Wang Wei Yao, the non-executive Chairman of Bright World. CHAC was introduced to Mr. Wang by Mr. Xiao Feng, a Director of CHAC who resides in China.

During January 2008, two Directors of CHAC, Mr. Paul K. Kelly and Ms. Cheng Yan Davis travelled to China to meet with Mr. Wang Wei Yao of Bright World, a company listed on the Singapore Exchange Securities Trading Limited, where preliminary discussions of a transaction took place. Discussions continued during the first quarter of 2008 with Mr. Kelly, Ms. Davis and Mr. Mark L Wilson, a consultant to CHAC, travelling to China during March 2008 to engage in detailed discussions with Mr. Wang, Mr. Shao Jian Jun (the Chief Executive Officer of Bright World) and the Bright World senior management team. Negotiations, structuring discussions and due diligence continued during the second quarter of 2008 as CHAC determined that the optimal structure was to make a cash tender offer for Bright World in Singapore with a related undertaking agreement with World Share. On July 20, 2008, CHAC entered into a definitive undertaking agreement with World Share, the majority Stockholder of Bright World, Mr. Wang and Mr. Shao. CHAC subsequently issued a press release and filed a Current Report on Form 8-K on July 21, 2008 which described the proposed transaction and included both the press release and investor presentation materials as exhibits.

During the next several weeks, Mr. Kelly, Mr. Wilson and Mr. James D. Dunning, Jr (a Director of CHAC) met with representatives of CHAC’s underwriters, analysts and several investors to answer questions and to receive market feedback concerning the proposed transaction against the backdrop of the (then) emerging global financial crisis. In August 2008, Mr. Kelly, Ms. Davis and Mr. Wilson travelled to China and met with Mr. Xiao, Mr. Wang, Mr. Shao and the Bright World team to discuss modifications to the transaction

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based upon market feedback and the (then) emerging global financial and economic crisis. Discussions continued during the third quarter and into October with a draft amended undertaking agreement being presented to the SIC. On October 24, 2008, CHAC amended the undertaking agreement with World Share, Mr. Wang and Mr. Shao. CHAC also issued a press release and filed a Current Report on Form 8-K on October 24, 2008 which described the amended proposed transaction and included both the press release and revised investor presentation materials as exhibits.

During the following months, CHAC received market feedback from its underwriters, investors and analysts as the global financial and economic crisis deepened with its attendant effects on the capital markets, specifically the equity markets. In January 2009, Mr. Kelly, Ms. Davis and Mr. Wilson travelled to China and met with Mr. Wang, Mr. Shao and the Bright World team to discuss modifications to the proposed transaction based upon the updated market feedback, the global financial and economic crisis and Bright World’s operating prospects in that environment. The parties could not agree upon a proposed transaction modification and continued to discuss the matter during the first quarter of 2009.

On April 3, 2009, CHAC issued a press release and filed a Current Report on Form 8-K which announced CHAC’s withdrawal of its voluntary cash offer for Bright World.

On April 29, 2009, CHAC terminated the undertaking agreement with World Share, Mr. Wang and Mr. Shao effective as of April 3, 2009 as reported as a subsequent event in CHAC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.

After the termination of the proposed acquisition of Bright World, CHAC reached out to a number of business contacts that it believed might refer potential targets to CHAC and re-reviewed previous companies that had been proposed to CHAC. At the beginning of April 2009, Mr. Kelly and Ms. Davis visited China. During this trip they met with the CFO of a China-based biopharmaceutical company that had been referred to them as a potential acquisition target for CHAC. Upon their return to the United States, the CFO of the biopharmaceutical company sent overview material and financial data to CHAC. Based on the financial data provided, CHAC performed a preliminary valuation analysis and determined a valuation range and structure that CHAC thought would be interesting to its shareholders. Upon discussing the potential valuation and structure with the CFO of the biopharmaceutical company, it became clear that the target’s expectations were materially different from CHAC’s proposal and it was mutually decided that there was not a basis to continue the discussions. During the period of these discussions, CHAC also received overview material from an accounting firm regarding a company that owns and operates retail shopping malls in China. It was decided that this target did not meet CHAC’s criteria so discussions were not pursued.

Current Target: Jinjiang Hengda Ceramics

During late April 2009, Mr. Kelly was contacted via telephone by Aquila Capital Partners, a China-based advisory firm, whose client was a leading manufacturer of exterior ceramic tiles that was interested in discussing a potential acquisition by CHAC. After a high level discussion regarding the company’s historical business and prospects, confirmation of its status as a wholly-owned foreign enterprise in China and ability to meet CHAC’s timetable to complete a transaction, Mr. Kelly decided that this new opportunity, Jinjiang Hengda Ceramics Co. Ltd. (“Hengda”), seemed to fit CHAC’s criteria. The advisory firm then forwarded to CHAC overview material that included both historical and projected financial data. CHAC reviewed the material and performed some preliminary valuation analysis. In early May 2009, CHAC proposed to Hengda preliminary terms under which CHAC would be willing proceed with further due diligence and acquisition discussions. Hengda then asked CHAC to prepare and send a Letter of Intent (“LOI”). During the next week, the two parties negotiated the LOI which outlined, among other terms, an all share transaction that included shares on closing and an earn-out incentive structure that would be agreed upon after further due diligence. On May 8, 2009, CHAC had a telephonic Board meeting during which the Board discussed the acquisition of Hengda and approved CHAC’s signing of the LOI. The LOI was subsequently signed between CHAC and Hengda on May 11, 2009 as disclosed as a subsequent event in CHAC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.

Hengda then sent additional due diligence material to CHAC that included audited financials for 2005 to 2007.

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In order to be as efficient and cost-effective as possible, CHAC indicated to Hengda that they would not meet in person for formal due diligence until financial terms had been agreed between the two parties. Over the following four weeks, CHAC spent an extensive amount of time reviewing the due diligence material and negotiating a consideration structure with Hengda and its advisors.

In mid-May, CHAC was approached by an investment banker from the New York office of a China focused advisory firm. The investment banker was aware of a China-based manufacturer of building fixtures that was potentially interested in being acquired by CHAC. CHAC agreed to review material on the company that included audited financial statements, financial projections and other materials. Based on the information provided, CHAC proposed, via email to the target, preliminary financial terms under which CHAC would be willing to have further discussions. CHAC then had a telephone call with two of the board members of the target to discuss the financial terms as well as some due diligence questions regarding the target. It was quickly determined that the target had higher valuation expectations than CHAC though would be of interest to its shareholders and was looking for significantly more capital than CHAC thought it could provide. The discussions were mutually terminated.

On or about June 13, 2009, Hengda and CHAC agreed to the financial terms of the potential acquisition. On June 16, 2009, Byron Sproule, a Managing Director employed by Mr. Kelly’s investment banking business, Knox & Co., visited the company on behalf of CHAC and held due diligence meetings with Hengda’s management and toured the corporate offices and manufacturing facility in Jinjiang, Fujian Province. In attendance from Hengda were the company’s Chairman, Mr. Huang Jia Dong, the Chief Financial Officer, Mr. Hen Man Edmund, the Manufacturing Vice-General Manager, Mr. Li Shun Qing, the Sales Vice-General Manager, Mr. Su Pei Zhi, and Hengda’s advisors. During the meeting Mr. Sproule and Hengda discussed extensively the company’s business including, among others; customers, business strategy, competitive advantages and ability to meet financial targets. Mr. Sproule and Hengda also discussed extensively the new production facility being built in Gaoan, China which Hengda had signed a Letter of Intent to acquire from a group of investors.

On June 17, 2009 Mr. Kelly and Ms. Davis met with Huang Jia Dong and his advisors in Beijing to further discuss the transaction and Hengda’s business and outlook. The parties also discussed a preliminary acquisition timetable.

On June 19, 2009, Mr. Sproule had a call with Hengda’s auditor partner at Grant Thornton (Singapore) to confirm the status of the 2008 audit and discuss Hengda’s internal control systems.

The CHAC team returned to the United States and concluded that there was a potential transformational opportunity in this company and decided to pursue the acquisition. CHAC’s management then decided to commence drafting a detailed LOI that reflected the discussions that took place in China. At this point, Loeb & Loeb was engaged to begin drafting the LOI. CHAC’s Board met on June 28, 2009 to receive an update on the Hengda transaction; the potential structure, investment merits, due diligence review, and discuss next steps. The Board agreed with management’s plan to formalize the acquisition discussion through a detailed LOI with Hengda. For the next two weeks CHAC and Hengda negotiated a LOI which was signed on July 10, 2009.

Based on the LOI, Loeb & Loeb prepared a draft of the Acquisition Agreement which was sent to Hengda and its advisors on July 15, 2009. Over the next three weeks extensive legal and business due diligence was performed; multiple conference calls were held, documents were received from Hengda and reviewed and a draft legal opinion was received from Hengda’s PRC based legal counsel, Hills & Co. During this period, CHAC and Hengda continued to finalize the Acquisition Agreement, Voting Agreements, Lock-Up Agreements and Escrow Agreements. Since Hengda had only entered into a Letter of Intent regarding the purchase of the Gaoan facility, it was agreed that signing a definitive acquisition agreement would be a closing condition to CHAC’s business combination with Hengda.

On August 3, 2009 CHAC held a telephonic Board meeting attended by all members of the Board and at which the proposed transaction was reviewed; topics included, transaction details, investment merits, Hengda’s recent and projected financial performance, China’s construction industry outlook and valuation metrics. The

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Board unanimously approved the Business Combination with Hengda and authorized management to sign the Acquisition Agreement pending receipt of signed 2008 and March 2009 financial statements from Grant Thornton (Hengda’s auditor).

On August 6, 2009 CHAC received signed audited 2008 and March 2009 financial statements from Grant Thornton. Accordingly, the Acquisition Agreement was signed effective in August 2009. CHAC also issued a press release and filed a Current Report on Form 8-K on August 7, 2009 which described the proposed transaction and included both the press release and investor presentation materials as exhibits.

On August 11, 2009 CHAC representatives completed customer due diligence with a number of Hengda’s customers to verify specific details including, among others; the history of the business relationship, satisfaction levels with Hengda’s product quality and customer service and the likelihood of expanding the relationship in the future.

CHAC Board’s Reasons for the Approval of the Business Combination with Hengda

The CHAC Board concluded that the Business Combination with Hengda and the related transactions are in the best interests of CHAC’s stockholders and that the consideration to be paid in the Business Combination with Hengda and the related transactions is fair to CHAC.

CHAC’s Board considered a wide variety of factors in connection with its evaluation of the transaction. In light of the complexity of those factors, CHAC’s Board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. In addition, individual members of CHAC’s Board may have given different weight to different factors. CHAC’s Board considered various industry and financial data, Hengda’s operation information and financial data supplied by Hengda’s management, certain forward looking assumptions and projections of the industry, market and Hengda’s business, and certain valuation metrics were compiled in order to determine that the consideration to be paid in the Business Combination with Hengda and the related transactions is fair, from a financial perspective, to CHAC and in the best interests of CHAC and its stockholders.

Success Winner Board’s Reasons for the Approval of the Business Combination

The Success Winner Board concluded that the Business Combination with CHAC and the related transaction are in the best interests of Success Winner’s stockholder. The Board had previously decided that obtaining a listing in the United States would assist it in gaining access to additional potential investors. The Board of Success Winner determined that entering into the Business Combination was a way to accomplish that goal in a relatively short time.

Hengda’s Projections

On or about April 28 ^th , Hengda provided CHAC’s management with the company’s 2005 to 2008 unaudited income statement which also contained a forecast of revenue and expenses for the years 2009 to 2013. On or about May 18, 2009, Hengda provided CHAC with a revised forecast (the “Forecast”) of revenue and expense for the years 2009 to 2013. The Forecast had a higher revenue forecast for 2009 to 2011 and a lower revenue forecast for 2012 and 2013 compared to the original revenue forecast.

The Forecast, which was prepared by Hengda’s management, incorporated a number of assumptions including:

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Hengda’s summarized Forecast for 2009 through 2013 in RMB and US$ (converted at 6.85 RMB/ US$) are below.

In RMB ‘000		2009				2010				2011				2012				2013
Net Sales			867,518				1,103,105				1,402,756				1,891,800				2,197,873
COGS			(591,330	)			(727,732	)			(906,840	)			(1,188,355	)			(1,345,538	)
Gross Profit			276,188				375,373				495,917				703,445				852,335
Expenses			(58,951	)			(82,413	)			(102,939	)			(136,438	)			(157,404	)
Operating Income			217,237				292,960				392,978				567,007				694,931
Other Income (Loss)			(109	)			(6,354	)			4,671				6,300				7,319
Income Before Taxes			217,127				286,606				397,649				573,307				702,250
Income Taxes			(54,282	)			(71,652	)			(99,412	)			(143,327	)			(175,562	)
Net Income			162,845				214,955				298,237				429,980				526,687
EBITDA			243,082				330,430				440,658				621,546				748,580

In US$ ‘000		2009				2010				2011				2012				2013
Net Sales			126,645				161,037				204,782				276,175				320,857
COGS			(86,326	)			(106,238	)			(132,385	)			(173,482	)			(196,429	)
Gross Profit			40,319				54,799				72,397				102,693				124,428
Expenses			(8,606	)			(12,031	)			(15,028	)			(19,918	)			(22,979	)
Operating Income			31,713				42,768				57,369				82,775				101,450
Other Income (Loss)			(16	)			(928	)			682				920				1,068
Income Before Taxes			31,697				41,840				58,051				83,694				102,518
Income Taxes			(7,924	)			(10,460	)			(14,513	)			(20,924	)			(25,630	)
Net Income			23,773				31,380				43,538				62,771				76,889
EBITDA			35,486				48,238				64,330				90,737				109,282

This Forecast was provided by Hengda to CHAC and relied upon by CHAC’s Board of Directors in connection with CHAC’s diligence on the transactions. CHAC has not included certain other information included in the Forecast relating to expected costs, margins and projected units sold for the five operating segments of products produced by Hengda because such information was not material to the decision of CHACH’s Board of directors in evaluating the transaction, determining if it was fair to CHAC’s stockholders, or determining if the 80% test was satisfied. CHAC also did not feel such information was material to investors since overall company expenses and other metrics of performance (such as net income) are disclosed above. In addition, Hengda believes such information would provide competitors with information that could be used more effectively to compete with Hengda.

Valuation Metrics and Negotiations with Hengda

In order to negotiate a valuation and acquisition structure with Hengda, CHAC created a valuation model. This valuation model incorporates a number of assumptions (the “Valuation Assumptions”) including:

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Based on these assumptions, CHAC’s management used Hengda’s Forecast Net Income from 2009 to 2011 to calculate a projected fully diluted earnings per share for each year for the combined company from 2009 to 2011 (the “Fully Diluted EPS”). The Fully Diluted EPS for each year was calculated by dividing the Forecast Net Income for 2009, 2010 and 2011 by the total number of shares of CHAC assumed to be outstanding at the end of each of these periods. The total number of shares of CHAC assumed to be outstanding at the end of each of these periods was the sum of 3.582 million public shares, 1.6 million founders shares, 5.743 million shares issued to Hengda at closing and the total potential Contingent Shares based on achieving income growth targets that Hengda could have earned up to the end of the period. Contingent Shares based on share price targets were not included in the calculation of Fully Diluted EPS.

In negotiating the valuation and Contingent Share structure with Hengda, CHAC’s management focused on a number of metrics and concepts:

On or about June 13, 2009, the valuation and Contingent Share structure was agreed between CHAC and Hengda.

Based on the Valuation Assumptions and metrics described above, the agreement represented:

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Favorable Factors

In considering the transaction, the CHAC Board gave considerable weight to the following favorable factors:

Hengda is well-positioned to capture significant growth opportunities in China

Hengda is a leading Chinese construction materials company that manufacturers ceramic tiles for exterior siding and interior flooring and design in residential and commercial buildings. Hengda presents an attractive platform for growth as it is expected to benefit from the urbanization of China as well as Central & Provincial governmental policies to develop affordable housing in China. In addition, the new facility in Gaoan will provide Hengda with additional production capacity to capture additional market demand and drive revenue growth.

Hengda’s steady stream of cash flow is expected to continue as the construction materials industry in China continues to grow

Hengda has an established and loyal customer base due to its commitment to superior quality, research and development and innovative products. As the construction material market continues to grow and demand for exterior siding increases, Hengda is well positioned to continue its strong cash flow generation and capitalize on the rapid growth of the construction materials market in the PRC. Growth of the construction material market in the PRC is driven by three trends; population growth, population urbanization and an increasing standard of living.

The terms of the SPA and other transaction agreements

The terms of the SPA, including the closing conditions, covenants and termination provisions are customary and reasonable from CHAC’s perspective. The CHAC Board placed importance on the SPA including customary and reasonable terms and conditions as it believed that such terms and conditions would protect CHAC’s interests in the transaction and enhance the likelihood of closing. Specifically, the CHAC Board believes that the earn-out structure provides protection to the public shareholders in the event that Hengda fails to achieve its Net Income growth targets.

Potential Negative Factors

In addition to the positive factors, the CHAC Board also considered the following potential negative factors:

Other Considerations

During the meeting of August 3, 2009, the Board of CHAC reviewed a comparable public company analysis and a discounted cash flow analysis of Hendga as a stand-alone entity. The Board of CHAC then discussed whether the Business Combination with Hengda was fair and in the best interest of CHAC and its stockholders, as well as meeting CHAC’s requirement that any business acquired by CHAC must have a fair market value equal to at least 80% of CHAC’s net assets at closing. The Board of CHAC believes that the public company analysis was the best method to determine if the transaction was fair and in the best interests of its shareholders since it believes that once the transaction is complete that China Ceramics will be valued relative to a comparable group of publicly listed companies. The Board of CHAC discussed both analyses in connection with the 80% test. The Board of CHAC did not review a comparable transaction analysis as it did

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not feel there was enough reliable data on a universe of comparable sized ceramic tile or building product company transactions with which to draw meaningful conclusions.

Public Company Analysis

CHAC’s management and Board of Directors believes that once the transaction is complete that China Ceramics will be valued based on a multiple (the “China Ceramics P/E Multiple”) calculated as China Ceramics’ stock price per share divided by China Ceramics’ forward earning per share projections. The China Ceramics P/E Multiple, which will be determined by how much per share investors will be willing to pay for a China Ceramics share, will be based on a number of factors including the estimated growth in China Ceramics’ earning per share, long term outlook for the ceramic tile industry in China, the financial markets in general and the P/E Multiple received by comparable companies. Since Hengda will be the sole business owned by China Ceramics after the transaction, CHAC’s management and Board of Directors felt that a comparable public company analysis was the most relevant methodology to determine if the valuation of Hengda was fair to its shareholders.

Since a publicly listed company that produces exterior ceramic tiles exclusively does not exist, CHAC’s management considered a wide range of publicly listed comparable companies involved in the construction materials industry. An analysis of comparable publicly listed companies is not purely mathematical; rather, it involves complex consideration and judgments regarding differences in financial and operating characteristics of the comparable companies and other factors that could affect the public trading of the comparable companies. CHAC examined the trading performance of a wide range of U.S., European, Australian and Chinese listed companies that could serve as comparable companies and prepared a list of 2009 and 2010 comparative P/E Multiples as of July 29, 2009 which is reproduced below.

The mean and median implied P/E Multiple for 2009 for U.S., European and Australian publicly listed comparable companies was 20.5x and 21.0x, respectively. The mean and median implied P/E Multiple for 2010 for U.S., European and Australian publicly listed comparable companies was estimated to be 19.8x and 19.1x, respectively.

Company Name		Exchange				Price as of (29-Jul-09)				Market Capitalization ($mm)				P/E Multiple Fully Diluted 2009 (1)				P/E Multiple Fully Diluted 2010 (2)
United States Listed
Masco Corp.			NYSE			$	9.19			$	3,302				n.m.				31.7x
Armstrong World Industries, Inc.			NYSE			$	21			$	1,205				26.2x				19.1x
Owens Corning			NYSE			$	17.16			$	2,195				47.4x				20.7x
Gibraltar Industries, Inc.			Nasdaq			$	7.14			$	215				n.m.				13.2x
Trex Co. Inc.			NYSE			$	15.25			$	235				n.m.				31.8x
Mohawk Industries Inc.			NYSE			$	46.76			$	3,201				50.3x				23.9x
Beacon Roofing Supply Inc.			Nasdaq			$	16.51			$	756				15.9x				15.2x
Europe Listed
Saint Gobain			NYX			$	37.38			$	19,171				13.2x				11.1x
Wienerberger Baustoffindustrie AG			WBAG			$	16.08			$	1,332				n.m.				43.0x
Uralita SA			MCE			$	5.82			$	1,127				15.0x				15.6x
Australia Listed
Boral Ltd.			ASX			$	3.87			$	2,293				26.0x				20.2x
James Hardie Industries NV			ASX			$	3.91			$	1,373				15.0x				15.6x
Median (3)															21.0x				19.1x
Mean (3)															20.5x				19.8x

Source: CapitalIQ, Thomson One, Wall St. Equity Research

Note: Calendarized to December year end.

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The mean and median implied P/E Multiple for 2009 for China publicly listed comparable companies was 39.4x and 32.8x, respectively. The mean and median implied P/E Multiple for 2010 for China publicly listed comparable companies was estimated to be 30.4x and 24.2x, respectively.

Company Name

Exchange

Price as of (29-Jul-09)

Market Capitalization ($mm)

P/E Multiple Fully Diluted 2009 (1)

P/E Multiple Fully Diluted 2010 (2)

China Listed

Shanghai Cimic Tile Co., Ltd.

SZSE

$

1.17

$

446

72.9x

57.3x

Beijing New Building Materials Public Ltd. Co

SZSE

$

2.18

$

1,255

33.1x

24.8x

Wuhu Conch Profiles And Science Co., Ltd.

SZSE

$

1.48

$

533

19.1x

16.0x

Guangzhou Seagull Kitchen and Bath Products Co., Ltd.

SZSE

$

1.38

$

322

32.6x

23.6x

Median

32.8x

24.2x

Mean

39.4x

30.4x

Source: CapitalIQ, Thomson One, Wall St. Equity Research

Note: Calendarized to December year end.

The Board compared the publicly listed comparable companies implied P/E Multiples to the table below showing the proforma Fully Diluted Multiple of a combined CHAC and Hengda assuming two scenarios; 1) redemption of 33.3% of the Common Shares into cash, and 2) a 75% redemption/repurchase of Common Shares by CHAC. The Board used these two scenarios as it felt that they represent two of the most likely outcomes.

		Assumes 33.3% Redemption								Assumes 75% Public Stock Redemption/Repurchase
After 2011 Audit Cycle		Excludes Warrant				No Warrant Purchase				Excludes Warrant				No Warrant Purchase
CHAC Shares in Current Circulation			12,800,000				12,800,000				12,800,000				12,800,000
Assumed Redemption/Repurchase			(4,266,239	)			(4,266,239	)			(9,600,000	)			(9,600,000	)
Founder Shares			1,600,000				1,600,000				1,600,000				1,600,000
Net Shares from warrants/options			0				3,637,334				0				3,637,334
Sellers’ shares released at Closing			5,743,320				5,743,320				5,743,320				5,743,320
Earn-Out Shares (1)			5,185,783				5,185,783				5,185,783				5,185,783
Total Shares in Circulation			21,062,864				24,700,198				15,729,103				19,366,437
Pro Forma Equity Value (based on shares in circulation and a share price of $9.79 per share)		$	206,205,439			$	241,814,938			$	153,987,918			$	189,597,418
2011 Net Income Target		$	43,538,248			$	43,538,248			$	43,538,248			$	43,538,248
Implied Equity Value/Earnings multiple for 2011 Earnings (Fully Diluted Multiple)			4.7x				5.6x				3.5x				4.4x

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The Board also considered the Acquisition Multiple based on the shares issued to Hengda.

		Closing				2009				2010				2011
Sellers Shares Released At Closing			5,743,320				5,743,320				5,743,320				5,743,320
Earn-Out Shares (1)  – 2009							1,214,127				1,214,127				1,214,127
Earn-Out Shares (1)  – 2010											1,794,800				1,794,800
Earn-Out Shares (1)  – 2011															2,176,836
Total Potential Shares Issued to Hengda			5,743,320				6,957,447				8,752,247				10,929,083
Value of Shares (based on a share price of $9.79 per share)		$	56,227,103			$	68,113,406			$	85,684,498			$	106,995,723
Net Income Target		$	23,772,993			$	23,772,993			$	31,380,292			$	43,538,248
Acquisition Multiple – Value of Shares/Net Income Target			2.4x				2.9x				2.7x				2.5x

Since both the Fully Diluted Multiple and the Acquisition Multiple were significantly less than the P/E Multiple of comparable publicly listed companies, the CHAC Board determined that the transaction was fair to its stockholders from a financial point of view.

Discounted Cash Flow Analysis

CHAC performed a discounted cash flow analysis to derive a value of Hengda based on the present value of estimated net future cash flows. Net future cash flows were determined based on the revenue, expenses, capital expenditure requirements and changes in working capital in the Forecast that was prepared by Hengda’s management and provided to CHAC. Net future cash flows were calculated over a four and a half year period from July 1, 2009 to the end of 2013. CHAC added an additional $5 million of capital expenditures in 2012 and $20 million in 2013 to the Forecast as they believed that Hengda would need to invest in additional production capacity to continue to grow past 2013. CHAC determined a terminal value at the end of the Forecast period by applying a long-term perpetual growth rate of 3% to Hengda’s 2013 projected net cash flow.

In order to arrive at a present fair market value, CHAC utilized discount rates ranging from 15% to 19%. The range was determined based on Hengda’s estimated weighted average cost of capital based on a cost of debt of 5.4% and an estimated cost of equity of 22.4%. The cost of equity was derived utilizing the Capital Asset Pricing Model utilizing a market risk premium of 3.4% (published by Ibbotson Associates), a risk free rate of return of 3.7% (based on 10 year US Treasuries) and an additional 5% to 10% China market risk premium. CHAC then deducted debt of $45 million at closing (which included approximately $5 million of projected debt at closing and $40 million of debt associated with the acquisition of the Gaoan facility) to derive an indicated equity value range of approximately $217 million to approximately $315 million with a mid-point of $259 million.

80% Test Analysis

It is a requirement that any business acquired by CHAC have a fair market value equal to at least 80% of its net assets at the time of business combination, which include the amount in the Trust Account. CHAC’s net asset value is approximately $125.3 million as of October 15, 2009. This net asset value multiplied by the 80% hurdle results in a required target valuation of approximately $100.3 million.

The Board believes that Hengda’s value will exceed 80% of CHAC’s net assets at closing based on the financial analysis of Hengda generally used to approve the transaction, including a comparable public company analysis and discounted cash flow analysis. As discussed in the Public Company Analysis section, CHAC is acquiring Hengda at an Acquisition Multiple of 2.5x to 2.9x the Net Income Target (assuming the issuance of the Earn-Out shares), depending on the year. CHAC’s Board believes that Hengda’s fair market value is closer to those of the comparable publicly listed companies. The median P/E Multiple for 2009 for U.S., European and Australian publicly listed comparable companies was 21.0x and the median P/E Multiple for 2009 for China publicly listed comparable companies was 32.8x. Based on a valuation of a 5.0x P/E Multiple

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to Hengda’s 2009 forecast net earnings of $23.7 million (which the Board considers to be a conservative multiple since it is well below the median 2009 P/E Multiples from the Public Company Analysis), Hengda’s implied equity valuation would be $118.5 million and the enterprise valuation would be $163.5 million based on the assumption of $45 million of debt at closing (which included approximately $5 million of projected debt at closing and $40 million of debt associated with the acquisition of the Gaoan facility). The discounted cash flow analysis provided a mid-point equity valuation of $259 million and an enterprise valuation of $304 million. Both of these methods provided enterprise valuations greater than the $100.3 million required to satisfy the 80% test. The CHAC Board believes that because of the financial skills and background of several of its members, it was qualified to make this analysis itself and conclude that the business combination with Hengda met the 80% asset test requirement without recourse to a fairness opinion from an independent source.

By conducting this analysis internally (as opposed to obtaining a third party determination of the satisfaction of the 80% test and the fairness of the transaction to the CHAC stockholders), the CHAC Board may have assumed additional potential liability in the event of a challenge to the Board’s actions. Under Delaware law, a director is fully protected in relying in good faith upon the opinions, reports or statements presented by a person as to matters the director reasonably believes are within such person’s professional or expert competence and who has been selected by reasonable care. Without that protection afforded by a third party determination, directors could have additional liability (and CHAC could be required to provide indemnification to the directors) if the decision to acquire Hengda was determined to be in violation of the Board’s fiduciary duties and not covered by the limitations on director liability contained in CHAC’s certificate of incorporation.

Recommendation of CHAC’s Board

After careful consideration, CHAC’s Board determined that the Business Combination with Hengda is fair to and in the best interests of CHAC and its stockholders. On the basis of the foregoing, CHAC’s Board has approved and declared advisable the Business Combination with Hengda and recommends that you vote or give instructions to vote “FOR” each of the Business Combination Proposal, Redomestication Proposal, and the other proposals.

The board of directors recommends a vote “FOR” each of the Business Combination Proposal,
Redomestication Proposal, and the other proposals — CHAC’s board of directors have interests
that may be different from, or in addition to your interests as a stockholder.
See “The Business Combination Proposal — Interests of Certain Persons in the Acquisition”
in this proxy statement/prospectus for further information.

Actions that May be Taken to Secure Approval of CHAC’s Stockholders

In order to ensure that the Business Combination is approved, CHAC, Hengda and their respective affiliates may enter into transactions to purchase common shares of CHAC from shareholders who have indicated their intention to vote against the Business Combination and seek redemption of their shares. In addition, CHAC, Hengda and their respective affiliates may also purchase warrants from warrant holders. Such purchases could result in all or substantially all of CHAC trust fund being expended to pay for such purchases post transaction, which would result in Hengda not receiving any working capital from the trust account. No transactions have been entered into, but may include:

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Any CHAC shares purchased by CHAC or its affiliates would increase the likelihood that the transaction would be approved.

In the event that it appeared that the Business Combination would not be consummated at the special meeting of CHAC’s shareholders, such meeting could be postponed (assuming that the postponement proposal was approved by the shareholders and such postponement was not CHAC’s termination date) to enter into arrangements similar to the foregoing.

In the event that any purchases of CHAC’s common stock or warrants are made by CHAC, Hengda or affiliates of either of them after the mailing of this proxy statement to shareholders but prior to the special meeting, CHAC will file a Current Report on Form 8-K relating to such purchases within four business days of such purchases or otherwise prior to the special meeting and file and mail a proxy supplement to its stockholders with respect to such information.

CHAC will file a Current Report on Form 8-K and file and mail a proxy supplement to its stockholders with respect to any arrangements entered into by CHAC, Hengda or their respective affiliates which is intended to increase the likelihood that the arrangement and related proposals are approved by CHAC’s shareholders. Any CHAC shares purchased by CHAC will not be considered outstanding for purposes of the special meeting and will therefore not be permitted to vote at the meeting. In the event that public shares are purchased by CHAC, such shares would no longer be deemed to be outstanding for purposes of determining the vote required for the approval of any of the proposals presented at the special meeting. Therefore, this would reduce (i) the number of public shares outstanding and entitled to vote on each matter, (ii) the number of shares required to be voted in favor of each proposal. Conversely, if CHAC’s directors and officers purchased such shares, those shares would still be considered to be outstanding and could be voted in favor of such proposals, reducing the number of shares required to be voted in favor of such proposals by a number of shares equal to those purchased. Neither CHAC nor its officers or directors purchasing shares would affect the number of shares that could be redeemed by CHAC with the Business Combination still being permitted to be consummated.

CHAC’s initial shareholders have agreed to vote the ordinary shares of CHAC owned by them prior to CHAC’s initial public offering in accordance with the majority of the votes cast by holders of shares sold in CHAC’s initial public offering. The initial shareholders are not under any obligation to CHAC with respect to voting any shares acquired by them in CHAC’s initial public offering or in the aftermarket, and accordingly may vote any such shares in favor of the proposed business combination (as they have indicated they intend to do). This would have the effect of reducing the number of other public shareholders of CHAC that would have to vote in favor of the proposed Business Combination. The initial shareholders have agreed not to demand redemption rights with respect to any of their initial shares (nor will they seek appraisal rights with respect to such shares if appraisal rights would be available to them).

Interests of Certain Persons in the Business Combination

When you consider the recommendation of CHAC’s board of directors in favor of adoption of the Business Combination Proposal and other proposals, you should keep in mind that CHAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including:

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In addition, the exercise of CHAC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our stockholders’ best interest.

Anticipated Accounting Treatment

The Business Combination (which is not intended to refer to a “business combination” as described in SFAS 141(R)) will be accounted for in accordance with U.S. generally accepted accounting principles as a capital transaction in substance. Under this method of accounting, CHAC will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Success Winner comprising the ongoing operations of the combined entity, the senior management and a majority of the board of directors of Success Winner will continue as the senior management and majority of the board of directors of the combined company and Success Winner shareholders retaining approximately 28.5% to 54.5% of the voting interests in the combined company (excluding any escrowed shares released upon certain earnings and stock price thresholds). In accordance with guidance applicable to these circumstances, the Business Combination will be considered to be a capital transaction in substance. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Success Winner issuing stock and warrants for the net assets of CHAC, accompanied by a recapitalization. The net assets of CHAC will be stated at fair value, which is considered to approximate historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Success Winner.

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Regulatory Approvals

CHAC and Success Winner do not expect that the Redomestication and Business Combination will be subject to any state or federal regulatory requirements other than filings under applicable securities laws and the effectiveness of the registration statement of which this proxy statement/prospectus is part, and the filing of certain Redomestication and Business Combination documents with, and the issuance of a certificate of incorporation on conversion by the Secretary of State of the State of Delaware. CHAC and Success Winner intend to comply with all such requirements. No filings will have to be made with the Registrar of Corporate Affairs of the British Virgin Islands in connection with the Business Combination.

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THE ACQUISITION AGREEMENT

The following is a summary of the material provisions of the Acquisition Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You are encouraged to read the Acquisition Agreement in its entirety for a more complete description of the terms and conditions of the Acquisition.

Redomestication to the British Virgin Islands

CHAC, the current Delaware corporation, will effect a merger pursuant to Section 251 of the General Corporation Law of the State of Delaware in which it will merge with and into China Ceramics, its wholly-owned British Virgin Islands subsidiary, with China Ceramics surviving the merger.

The Redomestication will result in all of CHAC’s issued and outstanding shares of common stock immediately prior to the Redomestication converting into shares of China Ceramics, and all units, warrants and other rights to purchase CHAC’s common stock immediately prior to the Redomestication being exchanged for substantially equivalent securities of China Ceramics. If the shares of China Ceramics do not continue to be quoted on the NYSE Amex, it is possible that the shares will be quoted only on the OTC Bulletin Board. CHAC will cease to exist and China Ceramics will be the surviving corporation. In connection therewith, China Ceramics will assume all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of CHAC, including any and all agreements, covenants, duties and obligations of CHAC set forth in the Acquisition Agreement.

Business Combination with Success Winner; Business Combination Consideration

Immediately following the Redomestication, China Ceramics will acquire all of the issued and outstanding shares of Success Winner held by Mr. Wong Kung Tok (the “Seller”) in exchange for $10.00 and 5,743,320 shares of China Ceramics ordinary shares. The issuance of shares of China Ceramics to the post-business combination shareholders is being consummated on a private placement basis pursuant to Section 4(2) of the Securities Act of 1933, as amended. In addition, 8,185,763 shares of the China Ceramics ordinary shares will be placed in escrow (the “Contingent Shares”) and released in the event certain earnings and stock price thresholds are achieved, as specified in the table below. Of the Contingent Shares, up to 5,185,763 Contingent Shares will be released based on achieving growth in either net earnings before tax or net earnings after tax, depending on the year, following the completion of an audit in accordance with International Financial Reporting Standards (IFRS). Additionally, 3,000,000 Contingent Shares will be released if CHAC shares close at or above certain share price targets for any twenty trading days within a thirty trading day period prior to April 30, 2012.

		Incentive Range								Implied Growth (1)				Shares Released per $ of Growth				Maximum Shares Released
Financial Metric in the Fiscal Year		Min				Max
2009 net earnings before tax		$	28.0			$	31.7				13.2	%			0.3284				1,214,127
2010 net earnings after tax		$	23.8			$	31.4				32.0	%			0.2359				1,794,800
2011 net earnings after tax		$	31.4			$	43.5				38.7	%			0.1790				2,176,836
Stock price targets by April 30, 2012															Price of $20   Price of $25				2,000,000 1,000,000

(1)

Implied year over year growth of Max Benchmark after tax

For example, Hengda will receive 0.3284 CHAC shares for every dollar of 2009 net earnings before tax above $28.0 million up to a maximum of 1,214,127 CHAC shares which occurs at a 2009 net earnings before tax of $31.7 million.

The aggregate value of the consideration to be paid by China Ceramics in the business combination will be approximately $55.7 million (based on 5,743,320 shares to be issued to the post-Business Combination shareholders at a market value of $9.69 per share, the most recent closing price of CHAC’s common stock as of October 15, 2009). In connection with the closing of the transaction, the CHAC founders will forfeit 1,600,000 of their founders’ shares to CHAC for cancellation. After such shares are canceled, the CHAC founders will own a total of 1,600,000 shares.

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CHAC currently has authorized share capital of 41,000,000 shares consisting of 40,000,000 shares of common stock with a par value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share. China Ceramics currently is authorized to issue of 51,000,000 shares of a single class.

After the Business Combination assuming no redemption of shares into cash and no contingent shares are issued, CHAC’s current public shareholders will own approximately 63.5% of China Ceramics, CHAC’s current directors, officers and affiliates will own approximately 8.0% of China Ceramics, Seller will own approximately 28.5% of China Ceramics.

Pursuant to the Acquisition Agreement, the redomestication will not be consummated unless the business combination is also approved. Similarly, the business combination will not take place unless the redomestication is also approved. Upon consummation of the business combination, China Ceramics will own 100% of the issued and outstanding shares of Success Winner.

Representations and Warranties

In the Acquisition Agreement, the Seller makes certain representations and warranties (with certain exceptions) relating to, among other things: (a) title to shares; (b) authorization, execution, delivery and enforceability of the Acquisition Agreement and other transaction documents; (c) absence of conflicts; (d) required consents and approvals; (f) absence of litigation; and (g) transfer restrictions.

In the Acquisition Agreement, Success Winner, Hengda and the Seller (the “Warrantors”) make certain representations and warranties (with certain exceptions) relating to, among other things: (a) capital structure; (b) proper corporate organization and similar corporate matters; (c) authorization, execution, delivery and enforceability of the Acquisition Agreement and other transaction documents; (d) absence of conflicts; (e) required consents and approvals; (f) financial information and absence of undisclosed liabilities; (g) absence of certain changes or events; (h) absence of litigation; (i) licenses and permits; (j) title to properties; (k) ownership of intellectual property; (l) taxes; (m) employment matters; (n) material contracts; (o) compliance with laws, including those relating to the PRC, foreign corrupt practices and money laundering; (p) broker’s and finder’s fee; and (q) environmental matters.

In the Acquisition Agreement, CHAC and China Ceramics make certain representations and warranties (with certain exceptions) relating to, among other things: (a) capital structure; (b) proper corporate organization and similar corporate matters; (c) authorization, execution, delivery and enforceability of the Acquisition Agreement and other transaction documents; (d) absence of conflicts; (e) required consents and approvals; (f) SEC filings; (g) absence of certain changes or events; (h) financial information and absence of undisclosed liabilities; (i) absence of litigation; and (j) compliance with laws, including money laundering laws.

Conduct Prior to Closing; Covenants

The Warrantors have agreed to continue to operate Hengda’s business in the ordinary course prior to the closing (with certain exceptions) and not to take certain specified actions without the prior written consent of the other party.

The Acquisition Agreement also contains covenants of Hengda, Success Winner and the Seller, including covenants providing for:

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Conditions to Closing

Consummation of the Acquisition Agreement is conditioned on (a) no law or court order prohibiting or limiting consummation of the Business Combination or materially limiting China Ceramics’ right to control Hengda; (b) holders of a majority of CHAC’s common stock approving the business combination in accordance with its Articles of Incorporation, with holders of less than 33.33% of CHAC’s public shares of common stock voting against the business combination and properly exercising their rights to redeem such public shares of common stock to cash; (c) the absence of any proceeding pending or threatened to enjoin or otherwise restrict the business combination.

Warrantors’ Conditions to Closing

The obligations of Hengda, Success Winner and Seller to consummate the transactions contemplated by the Acquisition Agreement, in addition to the conditions described above, are conditioned upon the representations and warranties of CHAC and China Ceramics being true on and as of the closing date of the Acquisition Agreement, and CHAC and China Ceramics complying with all required covenants in the Acquisition Agreement.

CHAC’s and Purchaser’s Conditions to Closing

The obligations of CHAC to consummate the transactions contemplated by the Acquisition Agreement, in addition to the conditions described above in the first paragraph of this section, are conditioned upon each of the following, among other things:

If permitted under applicable law, either CHAC or China Ceramics on the one hand or Hengda, Seller or Success Winner on the other hand may waive any inaccuracies in the representations and warranties made to such party in the Acquisition Agreement and may waive compliance with any agreements or conditions for the benefit of itself or such party contained in the Acquisition Agreement.

Termination

The Acquisition Agreement may be terminated and/or abandoned at any time prior to the closing, whether before or after approval of the proposals being presented to CHAC’s stockholders, by:

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Effect of Termination

In the event of termination and abandonment by either CHAC or the Warrantors, except as set forth below, all further obligations of the parties shall terminate, no party shall have any right against the other party, and each party shall bear its own costs and expenses.

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THE REDOMESTICATION PROPOSAL

General

CHAC is redomesticating in the British Virgin Islands and in that process changing its name and corporate documents and establishing a new board of directors. The Redomestication is a condition to consummation of the Business Combination, as the Seller required. The Redomestication will be completed immediately prior to the Business Combination.

The Seller and CHAC believe that the Redomestication in the British Virgin Islands (BVI) will give the continuing company more flexibility and simplicity in various corporate transactions. The Seller and CHAC also believe that being Redomesticated in the BVI will facilitate and reduce the costs of any further reorganization of Hengda and permit the creation and acquisition of additional companies in China as the business of Hengda expands. In addition, the Seller and CHAC believe that the Redomestication will reduce taxes and other costs of doing business by China Ceramics in the future. For example, by reincorporating to the BVI, China Ceramics will not be subject to franchise taxes, as it would in Delaware, and BVI business companies are wholly exempt from BVI tax on their income. Moreover, because a majority of its officers and directors will be non-U.S. persons and because its operations will be in China after the Redomestication and Business Combination, China Ceramics is expected to be treated as a foreign private issuer, which would require it to make fewer public filings with the SEC than if it were not a foreign private issuer (for example, a foreign private issuer would not have to file quarterly reports or proxy statements with the SEC), thereby resulting in significant cost savings. As part of the Redomestication, CHAC’s corporate name will be that of the surviving company, “China Ceramics Co., Ltd.”

Redomestication in the BVI will entail some risks for CHAC stockholders. Upon completion of the Business Combination transaction, holders of CHAC stock may represent a minority of the issued and outstanding shares of China Ceramics. The laws of the British Virgin Islands relating to the protection of the interests of minority shareholders differ in some respects from those established under statutes or judicial precedent in existence in the United States. British Virgin Island law protecting the interests of minority shareholders may not be as protective in all circumstances as the law protecting minority shareholders in some U.S. jurisdictions. In addition, the circumstances in which a shareholder of a British Virgin Islands company may sue the company in derivative actions, and the procedures and defenses that may be available to the company, may result in the rights of shareholders of a British Virgin Islands company being more limited than those of shareholders of a company domiciled in the United States. Similarly, the fiduciary obligations of the China Ceramics directors under British Virgin Islands law are not as clearly established as they would be under the statutes or judicial precedent in some jurisdictions in the United States, and British Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. These risks are discussed in greater detail in the “Risk Factors” section under the heading “Risks Related to Redomestication and Business Combination.” See the discussion of the differences between Delaware and British Virgin Islands corporation law under the heading “Differences in Stockholders’ Rights” on page 73 .

The full texts of the Memorandum and Articles of Association of China Ceramics are set forth as Annex C and D to this proxy statement/prospectus. A discussion of these documents and the comparison of rights is set forth below.

Adoption of the Redomestication

The board of directors has approved the Redomestication Proposal and recommends that the stockholders of CHAC approve it. CHAC’s board of directors have interests that may be different from, or in addition to your interests as a stockholder. See “The Business Combination Proposal — Interests of Certain Persons in the Acquisition” in this proxy statement/prospectus for further information.

The affirmative vote of the holders of a majority of the shares outstanding of CHAC is required for approval of the Redomestication Proposal. Abstentions and broker non-votes will have the effect of a vote against the proposal.

The Redomestication will not be consummated if the Business Combination is not approved. The Business Combination will not be consummated if the Redomestication is not approved.

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The board of directors unanimously recommends a vote “FOR” the approval of the Redomestication Proposal.

Redomestication

The Redomestication will be achieved by the merger of CHAC, a Delaware corporation, with and into China Ceramics, a BVI company, which is wholly owned by CHAC at this time, with China Ceramics being the surviving entity. The Memorandum of Association and the Articles of Association, the equivalent of a certificate of incorporation and bylaws of a United States company, of the surviving company will be those of China Ceramics, written in compliance with BVI law. The effectiveness of the redomestication and the merger is conditioned upon the filing by both CHAC and China Ceramics of a certificate of merger with the State of Delaware and articles of merger with the BVI. Upon the filing of these documents, CHAC will cease its corporate existence in the State of Delaware.

At the time of the Redomestication, one new share of China Ceramics will be issued for each outstanding share of common stock of CHAC held by our stockholders on the effective date for the Redomestication. Each share of China Ceramics that is owned by CHAC will be canceled and resume the status of authorized and unissued China Ceramics shares. The CHAC shares no longer will be eligible to trade on NYSE Amex. The shares of China Ceramics will be eligible to trade in their place beginning on or about the effective date of the Redomestication under a new CUSIP number and trading symbol. The symbol will be determined with the approval of NYSE Amex if that is where the shares will trade upon consummation of the Business Combination.

No fractional shares of China Ceramics ordinary shares will be issued in connection with the Redomestication, and no certificates or scrip for any such fractional shares shall be issued. Any shareholder of CHAC who would otherwise be entitled to receive a fraction of a share of China Ceramics ordinary shares (after aggregating all fractional shares of China Ceramics’ ordinary shares issuable to such holder) shall, in lieu of such fraction of a share, be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing bid price of a China Ceramics ordinary share on the public trading market on which the China Ceramics ordinary shares may be trading at the effective time of the Redomestication.

Your percentage ownership of CHAC will not be affected by the Redomestication. As part of the stock purchase transaction, however, there will be the issuance of additional shares of common stock as partial consideration for the Business Combination with Hengda. As part of the Redomestication, the outstanding warrants of CHAC will automatically be redeemed for outstanding warrants of China Ceramics on the same terms as currently issued. In addition, China Ceramics will assume all other outstanding obligations of CHAC and succeed to those benefits enjoyed by CHAC. The business of CHAC after the Redomestication and the Business Combination will become that of Hengda.

You do not need to replace the current stock certificate of CHAC after the Redomestication. Do not destroy your current stock certificates issued by CHAC . The issued and outstanding stock certificates of CHAC will represent the rights that our stockholders will have in China Ceramics. Stockholders, however, may submit their stock certificates to our transfer agent, Continental Stock Transfer and Trust Company, 17 Battery Place, New York, New York 10004 (212-509-4000) for new certificates, subject to normal requirements as to proper endorsement, signature guarantee, if required, and payment of applicable taxes.

If you have lost your certificate, you can contact our transfer agent to have a new certificate issue. You may be requested to post a bond or other security to reimburse us for any damages or costs if the lost certificate is later delivered for sale or transfer.

Management of China Ceramics

The directors of China Ceramics will be five persons. These will be Huang Jia Dong, Su Pei Zhi, [      ], Paul K. Kelly and Cheng Davis and they will be appointed at the consummation of the Business Combination. Mr. Huang Jia Dong will be the chairman and Mr. Li Shun Qing will be the chief executive officer. See “Directors and Executive Officers after the Business Combination.”

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Appraisal Rights

Under Delaware corporate law, holders of CHAC common stock who comply with the applicable requirements of Delaware law will have the right to receive an appraised value of their shares in connection with the Redomestication. (Appraisal rights are different than redemption rights, which are discussed under the heading “The CHAC Special Meeting — Redemption Rights.”)

Delaware law entitles the holders of record of shares of CHAC common stock who follow the procedures specified in Section 262 of the Delaware corporate law to have their shares appraised by the Delaware Court of Chancery and to receive the “fair value” (as determined by the court) of such shares as of the effective time of the Redomestication, instead of the consideration that the holder would otherwise receive in the Redomestication. In order to exercise appraisal rights, a stockholder must demand and perfect those rights in accordance with Section 262 of the Delaware corporate law. The following is a summary of Section 262 of the Delaware corporate law. A copy of Section 262 of the Delaware corporate law is attached hereto as Annex B. CHAC stockholders should carefully review Section 262 of the Delaware corporate law as well as information discussed below to evaluate their rights to appraisal.

If a holder of CHAC common stock elects to exercise the right to an appraisal under Section 262 of the Delaware corporate law, such stockholder must:

All written demands for appraisal should:

Within 10 days after the effective time of the Redomestication, China Ceramics (the surviving company of the Redomestication) will give written notice of the effective time to each holder of CHAC common stock who has satisfied the requirements of Section 262 of the Delaware corporate law by timely filing a proper demand for appraisal. Within 120 days after the effective time, either China Ceramics or any stockholder demanding appraisal rights may file a petition with the court demanding a determination of the fair value of the shares of CHAC common stock of all dissenting stockholders. Any stockholder demanding appraisal rights who desires the court to make the determination of fair value should file the petition on a timely basis, unless the stockholder receives notice that such a petition has been filed by China Ceramics or another stockholder.

If a petition for appraisal is timely filed, the court will determine which stockholders are entitled to appraisal rights and thereafter will determine the fair value of the shares of CHAC common stock held by those stockholders. The court’s valuation will exclude any element of value arising from the accomplishment or expectation of the Redomestication (and the concurrent Business Combination), but may include a fair rate of interest, if any, to be paid on the amount determined to be fair value. In determining fair value, the court shall take into account all relevant factors. The court may determine the fair value to be more than, less than or equal to the consideration that a stockholder would otherwise be entitled to receive either in the Redomestication or pursuant to the redemption rights (which entitle the holder to a pro rata portion of the funds in the CHAC trust account). If a petition for appraisal is not timely filed, then the right to an appraisal shall cease. The court will determine the costs of the appraisal proceeding and the court will assess those costs against the parties as the court determines to be equitable under the circumstances. Upon application of a stockholder, the court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding (including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts) to

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be charged pro rata against the value of all shares entitled to appraisal. Because the reimbursement of these costs is discretionary and because the appraised value of the shares may be low (given that the court is entitled to exclude any elements of value arising from the accomplishment or expectation of the Redomestication and the concurrent Business Combination), stockholders demanding appraisal rights may not receive amounts for their shares that would be sufficient to cover their costs of the appraisal process.

After the effective time of the Redomestication, no stockholder who has exercised appraisal rights shall have any rights of a CHAC stockholder with respect to such holder’s shares for any purpose, except to receive payment to which CHAC stockholders of record as of a date prior to the effective time are entitled, if any. If a stockholder entitled to appraisal rights delivers to China Ceramics a written withdrawal of the demand for an appraisal within 60 days after the effective time of the Redomestication (or thereafter with the written approval of China Ceramics) or if no petition for appraisal is filed within 120 days after the effective time, then the right of such stockholder to an appraisal will cease and such stockholder will be entitled to receive only the ordinary shares of China Ceramics as provided in the Redomestication.

Differences in Stockholder Rights

Upon the completion of the Redomestication, the Memorandum and Articles of Association of China Ceramics will become the governing documents of the surviving company. The corporate statutes of Delaware and the British Virgin Islands are similar, and flexibility available under British Virgin Islands law has enabled China Ceramics to adopt a Memorandum of Association and Articles of Association that will provide stockholders with rights that are similar to those they enjoyed under CHAC’s certificate. The material differences between Delaware and British Virgin Islands corporation law are as follows:

		Delaware Law		BVI Law		China Ceramics Charter
Amendment to the Certificate of Incorporation/Memorandum of Association		Under Delaware law, with very limited exceptions, a vote of the stockholders is required to amend the certificate of incorporation.		Under British Virgin Islands law, the board of directors is permitted to have broad authority to amend the Memorandum of Association (the equivalent of the certificate of incorporation), except with respect to certain rights of the shareholders.		The China Ceramics Memorandum prohibits the board of directors from amending the Memorandum of Association without Stockholder Approval, making it more consistent with Delaware law.
Submission of Matters to the Annual Meeting		Delaware allows a considerable amount of latitude in establishing notice requirements for stockholder inclusion of matters on the agenda of an annual meeting.		British Virgin Islands law also provides a considerable amount of latitude. For example, CHAC’s notice requirements for inclusion of a matter on the agenda of an annual meeting provide that such notice be submitted not less than 60 days prior to the meeting.		The China Ceramics Articles of Association require submission not less than 30 days prior to the meeting, which provides stockholders with greater rights than under Delaware law.

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		Delaware Law		BVI Law		China Ceramics Charter
Alternate Directors		Delegation of a director’s responsibilities is not permitted under Delaware law.		British Virgin Islands law allows a director to appoint an alternate who has the authority to vote in place of the appointed director at a meeting of directors, which means that the person a stockholder elects may not be the person actually making a decision at board meetings.		China Ceramics Charter is silent on this point, and the differences are as discussed in the previous column.
Written Consent of Directors		Under Delaware law, directors may act by written consent only on the basis of a unanimous vote. This would require there to be a formal board meeting if there was a dissenting director or if a director could not be located.		In the British Virgin Islands, directors’ consents need only a majority of directors signing to take effect, removing the need for a formal meeting if some of the directors did not agree with the acts.		The China Ceramics Articles of Association provides only for unanimous written consents of directors, making it more consistent with Delaware law.
Sale of Assets		Under Delaware law, a stockholder vote is required to approve the sale of assets only when all or substantially all assets are being sold.		In the British Virgin Islands, shareholder approval is required when more than 50% (by value) of the company’s assets are being sold outside of the company’s usual course of business, which is a more stringent requirement than under Delaware law.		China Ceramics Charter is silent on this point, and the differences are as discussed in the previous column.
Removal of Directors		Under Delaware law, only stockholders may remove a director. CHAC’s by-laws provide that a sitting director may only be removed by stockholders for cause.		Under British Virgin Islands law, the other directors may remove a sitting board member, which means that a stockholder selection may be removed without stockholder approval.		As opposed to the CHAC Charter, the China Ceramics Articles of Association permit shareholders to remove a sitting director without cause upon a majority vote of the shareholders. Therefore, there is a variance as compared to Delaware law in that directors may be removed by other directors. The China Ceramics Charter also provides greater rights.

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		Delaware Law		BVI Law		China Ceramics Charter
Authorized Capital		Delaware law permits any number of shares to be authorized for issuance. CHAC has 41,000,000 shares authorized for issuance.		BVI law permits any number of shares to be authorized for issuance.		The China Ceramics Charter has 51,000,000 shares authorized for issuance, assuming the Authorized Capital Proposal is approved. This is 10,000,000 more shares than are authorized by CHAC, which creates a greater potential for dilution to existing stockholders.

Indemnification of Officers and Directors

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, 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 of 1933, as amended, and is, therefore, unenforceable.

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

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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.

Stockholder 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 stockholders for the election of the directors. The absence of cumulative voting rights effectively means that the holders of a majority of the stock voted at a stockholders meeting may, if they so choose, elect all directors of China Ceramics who are up for election, thus precluding a small group of stockholders 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 Stockholders; Action by Written Consent.   The China Ceramics Articles of Association will provide for advance notice requirements for stockholder 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 stockholders 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 common law of the British Virgin Islands for 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

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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.