424B3 1 v429227_424b3.htm 424B3 Filed pursuant to Rule 424(b)(3)File No. 333-206516(To Prospectus dated October 8, 2015) The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, dated February 3, 2016 Prospectus China Ceramics Co., Ltd. $20,000,000 SharesDebt securitiesWarrants We may offer and sell shares, debt securities or warrants in any combination from time to time in one or more offerings, at prices and on terms described in one or more supplements to this prospectus. The debt securities and warrants may be convertible into or exercisable or exchangeable for our shares or other securities. The aggregate initial offering price of all securities sold by us under this prospectus will not exceed US$20,000,000. Each time we sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the terms of the securities. The supplement may also add, update or change information contained in this prospectus. We may also authorize one or more free writing prospectuses to be provided in connection with a specific offering. You should read this prospectus, any supplement and any free writing prospectus before you invest in any of our securities. We may sell the securities independently or together with any other securities registered hereunder. We may sell the securities through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods, on a continuous or delayed basis. See “Plan of Distribution.” If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangements between or among them, will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. Our shares are listed on the NASDAQ Global Market under the symbol “CCCL”. On October 2, 2015, the closing price of our shares was $0.75 per share. Investing in our securities involves risks. See “Risk Factors” referenced on page 3. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is February 3, 2016. Table of Contents About this Prospectus 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 11Plan of Distribution 11Legal Matters 12Experts 12Enforceability of Civil Liabilities 12Incorporation of Documents by Reference 13Where You Can Find More Information 14 About This Prospectus Before you invest in any of our securities, you should carefully read this prospectus and any applicable prospectus supplement, together with the additional information described in the sections entitled “Incorporation of Documents by Reference” and “Where You Can Find Additional Information” in this prospectus. This prospectus is part of a registration statement on Form F-3 that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process permitted under the Securities Act of 1933, as amended. By using a “shelf” registration statement, we may sell any of our securities from time to time and in one or more offerings. This prospectus only provides you with a summary description of these securities. Each time we sell securities, we will provide a supplement to this prospectus that contains specific information about the securities being offered and the specific terms of that offering. The supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any applicable prospectus supplement, you should rely on the prospectus supplement. Certain Defined Terms and Conventions Unless otherwise indicated, references in this prospectus to: “China” or the “PRC” are to the People’s Republic of China, excluding, for the purpose of this prospectus only, Taiwan and the special administrative regions of Hong Kong and Macau; “RMB” and “Renminbi”