424B5 1 tm1926317-2_424b5.htm 424B5 Filed pursuant to Rule 424(b)(5)Registration No. 333-228182 Prospectus Supplement(To prospectus dated November 14, 2018) China Ceramics Co., Ltd. 1,200,000 common shares We are offering 1,200,000 common shares at a price of $0.75 per share (the “Shares”) to selected institutional investors pursuant to this prospectus supplement and the accompanying prospectus and a securities purchase agreement with such investors. In a concurrent private placement, we are selling to such investors warrants to purchase 1,200,000 common shares (the “Warrants”). The Warrants and the common shares issuable upon the exercise of the Warrants are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder, and they are not being offered pursuant to this prospectus supplement and the accompanying prospectus. Our common shares are traded on The NASDAQ Capital Market under the symbol “CCCL.” On December 16, 2019, the last reported sale price of our common share was $0.97 per share. The Warrants being issued in the concurrent private placement are not listed on any securities exchange, and we do not expect to list the Warrants. As of December 13, 2019, the aggregate market value of our outstanding common shares held by non-affiliates was approximately $4.22 million, based on 6,083,063 outstanding common shares, of which 3,986,375 were held by non-affiliates, and a per share price of $1.06 based on the closing price of our common shares on December 13, 2019. We have not offered any securities pursuant to General Instruction I.B.5 of Form F-3 during the prior 12-month calendar period that ends on, and includes, the date of this prospectus supplement. We have retained Dawson James Securities, Inc. as our exclusive placement agent to use its best efforts to arrange for the sale of our securities in this offering. The placement agent and its registered representative may participate in this offering on the same terms and conditions as the investors participating in this offering. See “Plan of Distribution” beginning on page S-8 of this prospectus supplement for more information regarding these arrangements. Investing in our common shares involves risks. See “Risk Factors” on page S-4 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per share Total (2) Public Offering Price $0.75 $900,000 Placement agent commissions (1) $0.06 $72,000 Proceeds to us, before expenses $0.69 $828,000 (1) We have agreed to pay the placement agent a commission equal to eight percent (8%) of the gross proceeds sold in the offering. In addition, we have agreed to pay the placement agent a non-accountable expense allowance of $45,000 and to issue to the placement agent warrants to purchase up to five percent (5%) of the Shares sold in this offering, including the warrant shares issuable upon exercise of the warrants issued in the concurrent private offering. See section entitled “Plan of Distribution” on page S-8 for more information.(2) Assumes the sale of the maximum amount of securities being offered. We estimate that the total expenses of this offering payable by us will be about $152,000. This offering is being completed on a “best efforts” basis and the placement agent has no obligation to buy any securities from us or to arrange for the purchase or sale of any specific number or dollar amount of our securities. The placement agent expects to deliver the common shares against payment on or before December 18, 2019. The date of this prospectus supplement is December 16, 2019 Dawson James Securities, Inc. Table of Contents Prospectus Supplement About this Prospectus SupplementS-2Prospectus Supplement Summary S-3Risk Factors S-4Cautionary Note Regarding Forward-Looking StatementsS-6Use of Proceeds S-7Private Placement of WarrantsS-7Description of Securities We Are OfferingS-7Plan of Distribution S-8Legal Matters S-10Experts S-10Incorporation of Certain Documents by Reference S-10Where You Can Find Additional Information S-11 Prospectus About this Prospectus 2Our Business 3Risk Factors 3Cautionary Note Regarding Forward-Looking Statements 3Ratio of Earnings to Fixed Charges 4Use of Proceeds 4Dividends 4Description of Securities 4Certain Income Tax Considerations 12 Plan of Distribution 12Legal Matters 14Experts 14Enforceability of Civil Liabilities 14Incorporation of Documents by Refere