0001144204-11-048698.txt : 20110819 0001144204-11-048698.hdr.sgml : 20110819 20110819141427 ACCESSION NUMBER: 0001144204-11-048698 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110819 FILED AS OF DATE: 20110819 DATE AS OF CHANGE: 20110819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Ceramics Co., Ltd CENTRAL INDEX KEY: 0001470683 STANDARD INDUSTRIAL CLASSIFICATION: STRUCTURAL CLAY PRODUCTS [3250] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34944 FILM NUMBER: 111047025 BUSINESS ADDRESS: STREET 1: C/O JINJIANG HENGDA CERAMICS CO., LTD. STREET 2: JUNBING INDUSTRIAL ZONE, ANHAI, JINJIANG CITY: FUJIAN PROVINCE, STATE: F4 ZIP: 00000 BUSINESS PHONE: 86 (595) 8576 5051 MAIL ADDRESS: STREET 1: C/O JINJIANG HENGDA CERAMICS CO., LTD. STREET 2: JUNBING INDUSTRIAL ZONE, ANHAI, JINJIANG CITY: FUJIAN PROVINCE, STATE: F4 ZIP: 00000 6-K 1 v232731_6k.htm FORM 6-K Unassociated Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of August 2011
 
Commission File Number: 001-34944
 
CHINA CERAMICS CO., LTD.
(Translation of registrant’s name into English)
 
c/o Jinjiang Hengda Ceramics Co., Ltd.
Junbing Industrial Zone
Anhai, Jinjiang City
Fujian Province, PRC
Telephone +86 (595) 8576 5053

 
(Address of Principal Executive Office)
 
Copy of correspondence to:
 
Stuart Management Company
830 Post Road East
Suite 205
Westport, CT 06880
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x  Form 40-F ¨
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.    Yes ¨ No ¨
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______________.
 
 
1

 
 
EXPLANATORY NOTE
 
This Report of Foreign Private Issuer on Form 6-K filed by China Ceramics Co., Ltd. (together with our subsidiaries, unless the context indicates otherwise, “we,”“us,”“our,” or the “Company”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including  “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. The information in this Report on Form 6-K is not intended to project future performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company does not guarantee future results, levels of activity, performance or achievements. The Company expectations are as of the date this Form 6-K is filed, and the Company does not intend to update any of the forward-looking statements after the date this Report on Form 6-K is filed to confirm these statements to actual results, unless required by law.
 
This report is hereby incorporated by reference to the Post-Effective Amendment to Registration Statement on Form F-3 (File No. 333-164784) of the Company.

 
2

 

Index to Unaudited Condensed Consolidated Interim Financial Statements
 

 
 
 
Page
     
Condensed Consolidated Statements of Comprehensive Income for the six months ended June 30, 2011 (unaudited) and 2010 (unaudited)
 
4
     
Condensed Consolidated Statements of Financial Position as of June 30, 2011 (unaudited) and December 31, 2010
 
5
     
Condensed Consolidated Statements of Changes in Equity for the six months ended June 30, 2011 (unaudited) and 2010 (unaudited)
 
6
     
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2011 (unaudited) and 2010 (unaudited)
 
7
     
Notes to the Condensed Consolidated Interim Financial Statements (unaudited)
  
9
 
 
3

 

China Ceramics Co., Ltd. and Its Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Unaudited)

         
Six months ended June 30,
 
         
2011
   
2010
 
   
Notes
   
RMB'000
   
RMB'000
 
                   
Revenue
          680,188       501,413  
                       
Cost of sales
          (471,448 )     (347,299 )
                       
Gross profit
          208,740       154,114  
                       
Other income
          370       272  
Other expenses
          (1,432 )     -  
Selling and distribution expenses
          (5,596 )     (2,994 )
Administrative expenses
  11       (25,190 )     (11,758 )
Finance costs
          (4,170 )     (2,974 )
                       
Profit before taxation
          172,722       136,660  
                       
Income tax expense
          (46,302 )     (34,949 )
                       
Profit attributable to shareholders
          126,420       101,711  
                       
Other comprehensive income
                     
Exchange loss on translation of financial statements of  foreign operations
          (133 )     (7 )
Total comprehensive income for the period
          126,287       101,704  
                       
Earnings per share  for profit attributable to shareholders during the period
                     
                       
Basic (RMB)
  9       6.93       10.01  
Diluted (RMB)
  9       6.93       10.01  

The annexed notes form an integral part of and
should be read in conjunction with these Condensed Consolidated Interim Financial Statements
 
 
4

 
 
China Ceramics Co., Ltd. and Its Subsidiaries
Condensed Consolidated Statements of Financial Position

         
June 30,
   
December 31,
 
         
2011
   
2010
 
   
Notes
   
RMB'000
   
RMB'000
 
         
(Unaudited)
       
ASSETS AND LIABILITIES
                 
Non-current assets
                 
Property, plant and equipment
  7       740,271       459,161  
Land use rights
          31,601       31,936  
Goodwill
          3,735       3,735  
                       
            775,607       494,832  
Current assets
                     
Inventories
  8       255,539       177,217  
Trade receivables
          435,618       282,976  
Other receivables and prepayment
          18,706       8,907  
Cash and bank balances
          51,646       263,495  
                       
            761,509       732,595  
                       
Non-current liabilities
                     
Deferred tax liabilities
          1,104       1,122  
Long-term borrowings
          25,000       25,000  
                       
            26,104       26,122  
                       
Current liabilities
                     
Trade payables
          246,011       178,382  
Accrued liabilities and other payables
          107,681       46,108  
Interest-bearing bank borrowings
          112,000       72,000  
Income tax payable
          27,276       22,576  
                       
            492,968       319,066  
                       
Net current assets
          268,541       413,529  
                       
Net assets
          1,018,044       882,239  
                       
EQUITY
                     
Share capital
  10       124       112  
Reserves
          1,017,920       882,128  
                       
Total shareholder’s equity
          1,018,044       882,239  
 
The annexed notes form an integral part of and
should be read in conjunction with these Condensed Consolidated Interim Financial Statements
 
 
5

 

 China Ceramics Co., Ltd. and Its Subsidiaries
 Condensed Consolidated Statements of Changes in Equity (Unaudited)

               
Reverse
         
Share-based
               
Currency
       
   
Share
   
Share
   
Recapitalization
   
Merger
   
payment
   
Statutory
   
Retained
   
translation
   
Total
 
   
capital
   
premium
   
reserve
   
reserve
   
reserve
   
reserve
   
earnings
   
reserve
   
Equity
 
   
RMB'000
   
RMB'000
   
RMB'000
   
RMB'000
   
RMB'000
   
RMB'000
   
RMB'000
   
RMB'000
   
RMB'000
 
   
(Note 10)
   
(Note 10)
               
(Note 11)
                         
Balance at January 1, 2011
    112       659,532       (507,235 )     58,989       98,300       62,808       509,998       (265 )     882,239  
Issuance of new shares
    12       (12 )     -       -       -       -       -       -       -  
Employee share-based payment options
    -       -       -       -       9,518       -       -       -       9,518  
Transactions with owners
    124       659,520       (507,235 )     58,989       107,818       62,808       509,998       (265 )     891,757  
Net profit for the period
    -       -       -       -       -       -       126,420       -       126,420  
Other comprehensive income
-  Exchange loss on translation of financial statements of  foreign operations
    -       -       -       -       -       -       -       (133 )     (133 )
Total comprehensive income for the period
    -       -       -       -       -       -       126,420       (133 )     126,287  
Balance at June 30, 2011
    124       659,520       (507,235 )     58,989       107,818       62,808       636,418       (398 )     1,018,044  
                                                                         
Balance at January 1, 2010
    61       507,888       (507,235 )     58,989       98,300       39,732       307,600       (238 )     505,097  
Issuance of new shares
    9       (9 )     -       -       -       -       -       -       -  
Purchase of warrants
    -       (6,803 )     -       -       -       -       -       -       (6,803 )
Transactions with owners
    9       (6,812 )     -       -       -       -       -       -       (6,803 )
Net profit for the period
    -       -       -       -       -       -       101,711       -       101,711  
Other comprehensive income
-  Exchange loss on translation of financial statements of  foreign operations
    -       -       -       -       -       -       -       (7 )     (7 )
Total comprehensive income for the period
    -       -       -       -       -       -       101,711       (7 )     101,704  
Balance at June 30, 2010
    70       501,076       (507,235 )     58,989       98,300       39,732       409,311       (245 )     599,998  

The annexed notes form an integral part of and
should be read in conjunction with these Condensed Consolidated Interim Financial Statements
 
 
6

 
 
China Ceramics Co., Ltd. and Its Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)

 
         
Six months ended June 30,
 
         
2011
   
2010
 
   
Notes
   
RMB'000
   
RMB'000
 
Cash flows from operating activities
                 
Profit before taxation
          172,722       136,660  
Adjustments for
                     
Amortization of land use rights
          335       333  
Depreciation of property, plant and equipment
  7       20,127       13,485  
Loss/(gain) on disposal of property, plant and equipment
          842       (138 )
Share-based compensation
  11       9,518       -  
Finance costs
          4,170       2,974  
Interest income
          (335 )     (231 )
Operating profit before working capital changes
          207,379       153,083  
Increase in inventories
          (78,322 )     (26,717 )
Increase in trade receivables
          (152,642 )     (67,280 )
(Increase)/decrease in other receivables and prepayments
          (9,799 )     2,540  
Increase in trade payables
          67,629       31,967  
Decrease in accrued liabilities and other payables
          (1,551 )     (12,412 )
Cash generated from operations
          32,694       81,181  
Interest paid
          (4,170 )     (2,974 )
Income tax paid
          (41,620 )     (31,133 )
Net cash (used in)/generated from operating activities
          (13,096 )     47,074  
Cash flows from investing activities
                     
Proceeds from disposal of property, plant and equipment
          5,509       1,774  
Acquisition of property, plant and equipment
  7       (244,464 )     (106,293 )
Interest received
          335       231  
Acquisition of subsidiary, net of cash acquired
          -       (36,311 )
Net cash used in investing activities
          (238,620 )     (140,599 )

The annexed notes form an integral part of and
should be read in conjunction with these Condensed Consolidated Interim Financial Statements
 
 
7

 
 
China Ceramics Co., Ltd. and Its Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited) (continued)

         
Six months ended June 30,
 
         
2011
   
2010
 
   
Notes
   
RMB'000
   
RMB'000
 
Cash flows from financing activities
                 
Bank borrowings obtained
          71,200       36,900  
Repayment of short-term loans
          (31,200 )     (18,700 )
Purchase of warrants
          -       (6,803 )
Net cash generated from financing activities
          40,000       11,397  
Net decrease in cash and cash equivalents
          (211,716 )     (82,128 )
Cash and cash equivalents, beginning of period
          263,495       150,121  
Effect of foreign exchange rate differences
          (133 )     (7 )
                       
Cash and cash equivalents, end of period
          51,646       67,986  
 
The annexed notes form an integral part of and
should be read in conjunction with these Condensed Consolidated Interim Financial Statements
 
 
8

 
 
China Ceramics Co., Ltd. and Its Subsidiaries
 
1.
GENERAL INFORMATION
 
China Ceramics Co., Ltd. (“the Company” or “China Ceramics”) and its subsidiaries (together, “the Group”) manufacture and sell ceramic tiles used for exterior siding and for interior flooring and design in residential and commercial buildings. The Group has operation primarily in People’s Republic of China (“PRC”).
 
The Company is an exempt corporation incorporated and domiciled in the British Virgin Islands. The address of its registered office is Craigmuir Chambers, Road Town, Tortola, British Virgin Islands.
 
The Company has its primary listing on the NASDAQ Global Market.

2.
BASIS OF PREPARATION
The condensed consolidated interim financial statements for the six months ended June 30, 2011 have been prepared in accordance with IAS 34 Interim Financial Reporting, issued by the International Accounting Standards Board (“IASB”). They do not include all of the information required in annual financial statements in accordance with International Financial Reporting Standards (“IFRS”), and should be read in conjunction with, the audited consolidated financial statements on Form 20-F for the year ended December 31, 2010 as filed with the Securities and Exchange Commission.
 
The condensed consolidated interim financial statements are presented in RMB, unless otherwise stated. The condensed consolidated interim financial statements have been approved for issue by the Board of Directors on August 19, 2011.

3.
SIGNIFICANT ACCOUNTING POLICIES

The condensed consolidated interim financial statements for the six months ended June 30, 2011 have been prepared in accordance with the accounting policies adopted in the audited financial statements on Form 20-F for the year ended December 31, 2010, except for the adoption of IAS 24 Related Party Disclosures and Improvements to IFRSs 2010 (2010 Improvements) as of January 1, 2011. The 2010 Improvements made several minor amendments to IFRSs. The relevant amendments and their effects on the current period and prior periods are described below.

The accounting policies have been applied consistently throughout the Group for the purposes of preparation of the condensed consolidated interim financial statements.

IAS 24 Related Party Disclosure

On November 4, 2009, the IASB issued amendments to IAS 24 Related Party Disclosures. The revised Standard simplifies the disclosure requirements for entities that are controlled, jointly controlled or significantly influenced by a government (referred to as government related entities) and clarifies the definition of a related party. The application of the revised IFRSs in the current interim period has had no material effect on the amounts reported and disclosures set out in the condensed consolidated interim financial statements.

Amendment to IAS 1 Presentation of Financial Statements

The amendment provides a choice of presenting the reconciliations for each component of other comprehensive income either in the statement of changes in equity or in the notes to the financial statements. The Company presented such reconciliation in the Consolidated Statements of Changes in Equity. The application of the amendment in the current interim period has had no material effect on the amounts reported and disclosures set out in the condensed consolidated interim financial statements.
 
 
9

 
 
China Ceramics Co., Ltd. and Its Subsidiaries

Amendments to IAS 34 Interim Financial Reporting

The amendments clarified certain disclosures relating to events and transactions that are significant to an understanding of changes in the Group's circumstances since the last annual financial statements. The Group's interim financial statements as of June 30, 2011 reflect these amended disclosure requirements, where applicable.

4.
ESTIMATES

When preparing the interim financial statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgments, estimates and assumptions made by management, and will seldom equal the estimated results.

The judgments, estimates and assumptions applied in the interim financial statements, including the key sources of estimation uncertainty, were the same as those applied in the Group's last annual financial statements for the year ended December 31, 2010. The only exception is the estimate of the provision for income taxes which is determined in the interim financial statements using the estimated average annual effective income tax rate applied to the pre-tax income of the interim period.

5.
SIGNIFICANT EVENTS AND TRANSACTIONS

The Group's management believes that the Group is well positioned despite the continuing difficult economic circumstances. Factors contributing to the Group's strong position are:

 
·
No significant decline in order intake experienced on larger projects. Further, the Group has long-term relationships with a number of its customers.
 
·
The Group's major customers have not experienced financial difficulties. The Group considers the credit quality of trade receivables as at June 30, 2011 to be good.

Overall, the Group is in a strong position despite the current economic environment, and has sufficient capital and liquidity to service its operating activities and debt. The Group's objectives and policies for managing capital, credit risk and liquidity risk are described in its recent annual financial statements.

6. 
SEASONALITY

The Group’s financial results for any individual quarter are not necessarily indicative of results to be expected for the full year. Interim period revenues and earnings are typically sensitive to regional and local weather, market and in particular, to cyclical variations in construction spending. Typically, sales in the first quarter are the weakest as building construction activity is constrained in the winter months and the PRC Spring Festival period. This is usually followed by an increase in sales in the second quarter, and a peak in the third quarter with warmer weather and increased construction activities. Sales generally slow down in the fourth quarter as weather gets colder.
 
 
10

 

China Ceramics Co., Ltd. and Its Subsidiaries
 
7.
PROPERTY, PLANT AND EQUIPMENT

   
Buildings
RMB'000
   
Plant and
machinery
RMB'000
   
Motor
vehicles
RMB'000
   
Office
equipment
RMB'000
   
Total
RMB'000
 
Cost
                             
                               
At January 1, 2011
    215,824       320,489       6,548       1,840       544,701  
Additions
    94,332       213,255       -       -       307,587  
Disposals
    -       (27,982 )     -       -       (27,982 )
At June 30, 2011
    310,156       505,762       6,548       1,840       824,306  
                                         
Accumulated depreciation
                                       
                                         
At January 1, 2011
    4,246       77,517       2,776       1,001       85,540  
Depreciation charge
    2,553       16,941       320       313       20,127  
Disposals
    -       (21,632 )     -       -       (21,632 )
At June 30, 2011
    6,799       72,826       3,096       1,314       84,035  
                                         
Net book amount
                                       
                                         
At January 1, 2011
    211,578       242,972       3,772       839       459,161  
At June 30, 2011
    303,357       432,936       3,452       526       740,271  

   
Buildings
RMB'000
   
Plant and
machinery
RMB'000
   
Motor
vehicles
RMB'000
   
Office
equipment
RMB'000
   
Total
RMB'000
 
Cost
                             
                               
At January 1, 2010
    3,363       157,521       5,136       1,408       167,428  
Additions
    59,003       47,558       432       226       107,219  
Acquisition through business combination
    95,226       110,510       796       -       206,532  
Disposals
    -       (28,464 )     -       -       (28,464 )
At June 30, 2010
    157,592       287,125       6,364       1,634       452,715  
                                         
Accumulated depreciation
                                       
                                         
At January 1, 2010
    858       99,361       2,282       743       103,244  
Depreciation charge
    1,373       11,723       187       202       13,485  
Disposals
    -       (26,827 )     -       -       (26,827 )
At June 30, 2010
    2,231       84,257       2,469       945       89,902  
                                         
Net book amount
                                       
                                         
At January 1, 2010
    2,505       58,160       2,854       665       64,184  
At June 30, 2010
    155,361       202,868       3,895       689       362,813  
 
 
11

 
 
China Ceramics Co., Ltd. and Its Subsidiaries
 
8. 
INVENTORIES

 
   
As at
 
   
June 30, 
2011
   
December 31, 
2010
 
   
RMB'000
   
RMB'000
 
At cost
           
Raw material
    45,130       33,360  
Work in progress
    6,243       6,243  
Finished goods
    204,166       137,614  
      255,539       177,217  
 
9. 
EARNINGS PER SHARE

Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the periods. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted net earnings per share is based on the assumption that all dilutive warrants were exercised. Dilution is computed by applying the treasury stock method. Under this method, the warrants are assumed to be exercised at the date of the reverse recapitalization, and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The following table presents a reconciliation of basic and diluted earnings per share:

   
Six months ended June 30,
 
   
2011
   
2010
 
Income (numerator):
           
Income attributable to holders of ordinary shares (RMB '000):
    126,420       101,711  
                 
Shares (denominator):
               
Weighted average ordinary shares outstanding used in computing basic income per share
    18,254,002       10,164,298  
Plus: incremental weighted average ordinary shares from assumed conversions of warrants using treasury stock method
    -       -  
Weighted average ordinary shares outstanding used in computing diluted income per share
    18,254,002       10,164,298  
                 
Earnings per share-basic (RMB)
    6.93       10.01  
                 
Earnings per share-diluted (RMB)
    6.93       10.01  

For the period ended June 30, 2011, there was no difference in the weighted- average number of ordinary shares used for basic and diluted earnings per ordinary share as the warrants outstanding had no dilutive effect.  As of June 30, 2011, there were 2,774,300 warrants outstanding, which could potentially have a dilutive impact in the future. The number of ordinary shares would be 21,028,302 if all of the warrants were exercised.
 
 
12

 
 
China Ceramics Co., Ltd. and Its Subsidiaries
 
10. 
SHARE CAPITAL
 
   
Number of
   
Ordinary
shares
   
Share
premium
   
Total
 
   
shares
   
RMB'000
   
RMB'000
   
RMB'000
 
Opening balance January 1, 2011
    16,459,202       112       659,532       659,644  
Issuance of new shares
    1,794,800       12       (12 )     -  
At June 30, 2011
    18,254,002       124       659,520       659,644  
                                 
Opening balance January 1, 2010
    8,950,171       61       507,888       507,949  
Issuance of new shares
    1,214,127       9       (9 )     -  
Purchase of warrants
    -       -       (6,803 )     (6,803 )
At June 30, 2010
    10,164,298       70       501,076       501,146  

Pursuant to the acquisition agreement signed between the Group and Mr. Wong Kung Tok, 8,185,763 common shares of China Ceramics were placed in escrow (the “Contingent Shares”) and will be released to Mr. Wong Kung Tok in the events certain future earnings and stock price thresholds are achieved. On April 7, 2011, the Group issued 1,794,800 shares to Mr. Wong Kung Tok based on the audited earning before tax result for the fiscal year 2010.

11. 
SHARE-BASED COMPENSATION EXPENSES

On December 27, 2010, the shareholders of the Group approved the 2010 Incentive Compensation Plan (“the Plan”) at the annual meeting, which was designed to retain directors and senior management. In accordance with the Plan, the Group granted an aggregate of 1,130,000 stock options to Huang Jia Dong, Su Pei Zhi, Su Wei Feng, Hen Man Edmund, Paul K. Kelly, Cheng Yan Davis, Ding Wei Dong and William L. Stulginsky, upon the approval by the Board of Directors on January 27, 2011, the grant date. The share options are valid for a period of 5 years from January 27, 2011 to January 27, 2015.

Included in administrative expenses, the non-cash share-based compensation expenses was RMB 9.5 million ($ 1.5 million) for the six months ended June 30, 2011, and it is expected that additional non-cash share-based compensation expenses of approximately RMB 11.9 million ($1.8 million) will be incurred from July 2011 to January 2014.
 
 
13

 
 
China Ceramics Co., Ltd. and Its Subsidiaries
 
12. 
RELATED-PARTY TRANSACTIONS

Other than the related party information disclosed elsewhere in the condensed consolidated interim financial statements, the following are significant related party transactions entered into between the Group and its related parties at agreed-upon rates during the interim period:

   
Six months ended June 30,
 
   
2011
   
2010
 
   
RMB'000
   
RMB'000
 
Service fee paid to Stuart Management Co.
    274       287  

Pursuant to an administrative services agreement dated as of December 1, 2009 between China Ceramics and Stuart Management Co, an affiliate of Paul K. Kelly, Chairman of the board of directors.  China Ceramics will pay US$ 7,000 a month plus out-of-pocket expenses to Stuart Management Co. for administrative services beginning on December 1, 2009 for a term of one year, and the agreement shall automatically renew for successive one year terms unless either party notifies the other of its intent not to renew. As of the date hereof, the agreement is in full force and effect and neither party has given notice to the other party of its intention not to renew.

13. 
COMMITMENTS

a             Operating lease commitments
The Group leases plant buildings, production factories, warehouses and an employees’ hostel from non-related parties under non-cancellable operating lease arrangements. The leases have varying terms and the total future minimum lease payments of the Group under non-cancellable operating leases for assets are as follows:

   
Six months ended June 30,
 
   
2011
   
2010
 
   
RMB'000
   
RMB'000
 
Not later than one year
    11,420       14,984  
Longer than one year and not later than five years
    25,989       40,850  
      37,409       55,834  

b             Capital commitments
The Group’s capital expenditures primarily consist of expenditures on property, plant and equipment. Capital expenditures contracted for at the balance sheet date but not recognized in the financial statements are as follows:

   
Six months ended June 30,
 
   
2011
   
2010
 
   
RMB'000
   
RMB'000
 
Property, plant and equipment
    134,235       -  
 
 
14

 
 
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Overview
 
We are a British Virgin Islands limited liability company whose predecessor, CHAC, was incorporated in Delaware on June 22, 2007 and was organized as a blank check company for the purpose of acquiring, through a stock exchange, asset acquisition or other similar business combination, or controlling, through contractual arrangements, an operating business that had its principal operations in Asia, with a focus on potential acquisition target in China.
 
Pursuant to the terms of a merger and stock purchase agreement dated August 19, 2009, on November 20, 2009, CHAC merged with and into China Ceramics, its wholly owned British Virgin Islands subsidiary, and, immediately thereafter, as part of the same integrated transaction, China Ceramics acquired all of the outstanding securities of Success Winner.
 
China Ceramics, through our operating subsidiaries, is a leading PRC-based manufacturer of ceramic tiles used for exterior siding and for interior flooring and design in residential and commercial buildings. The ceramic tiles, sold under the “HD” or “Hengda,”“HDL” or “Hengdeli,”“TOERTO”, “WULIQIAO” and “Pottery Capital of Tang Dynasty” brands are available in over two thousand styles, colors and size combinations. Currently, we have six principal product categories: (i) porcelain tiles, (ii) glazed tiles, (iii) glazed porcelain tiles, (iv) rustic tiles, (v) ultra-thin tiles and (vi) polished glazed tiles. Porcelain tiles are our major products and accounted for over 74.4% of our total revenue in 2010. The market for our products has been growing rapidly, due to the increasing demand for construction materials in the PRC attributable to population growth, population urbanization and an increasing standard of living.
 
We currently have an aggregate annual production capacity of approximately 42 million square meters, and manufacture our six principal product categories using twelve production lines at two facilities. Each production line is optimized to manufacture specific size ranges to maximize efficiency and output.
 
Basis of Presentation
 
The following discussion and analysis of our financial condition and results of operations is based on the selected financial information as of and for the six months ended June 30, 2011 and 2010, and has been prepared based on the condensed consolidated interim financial statements of China Ceramics Co., Ltd. and its subsidiaries. The condensed consolidated interim financial statements of China Ceramics Co., Ltd. and its subsidiaries have been prepared in accordance with IAS 34, Interim financial reporting. The condensed consolidated interim financial statements have been prepared on the historical cost basis.

 
15

 
 
Results of Operations
 
The following table sets forth our financial results for the six months ended June 30, 2010 and 2011.

   
Six Months Ended June 30,
 
RMB (‘000)
 
2010
   
2011
 
   
(Unaudited)
   
(Unaudited)
 
Revenue
    501,413       680,188  
Cost of sales
    (347,299 )     (471,448 )
Gross profit
    154,114       208,740  
Other income
    272       370  
Other expense
    -       (1,432 )
Selling and distribution expenses
    (2,994 )     (5,596 )
Administrative expenses
    (11,758 )     (25,190 )
Finance costs
    (2,974 )     (4,170 )
Profit before taxation
    136,660       172,722  
Income tax expense
    (34,949 )     (46,302 )
Profit attributable to shareholders
    101,711       126,420  
 
Description of Selected Income Statement Items
 
Revenue. We generate revenue from the sales of ceramic tiles, including porcelain tiles, glazed porcelain tiles, glazed tiles, rustic tiles, ultra-thin tiles and polished glazed tiles, net of rebates and discounts. For the past three fiscal years, the second and third calendar quarters have been the peak season of the property developing industry, and, therefore, our quarterly sales are usually highest from May to September. In addition, we have observed that sales are lowest from January to March. This is because property developing activities are low due to the effects of cold weather and the PRC Spring Festival.
 
Cost of sales. Cost of sales consists of costs directly attributable to production, including the cost of clay, color materials, glaze materials, coal, salaries for staff engaged in production activity, electricity, depreciation, packing materials, and related expenses.
 
The most significant factors that directly or indirectly affect our cost of sales are as follows:
 
 
·
Availability and price of clay; and
 
 
·
Availability and price of coal.
 
Clay is a key material for making ceramic tiles, and accounted for approximately 26.9% of our cost of sales in the first six months of 2011. The average price of clay increased 7.7% from approximately RMB 300.9 ($44.0) per ton in the six months ended June 30, 2010 to approximately RMB 324.2 ($49.6) per ton in the six months ended June 30, 2011. Fujian and Jiangxi Provinces, where our production facilities are located, are the largest clay resources areas in China and clay supply is stable and sufficient for our production and planned production.

Coal is another key material for making ceramic tiles on the natural gas conversion for the firing process. Coal accounted for approximately 20.3% of our cost of sales in the six months ended June 30, 2011. We have long-term relationships with our coal suppliers. Prices of coal have experienced fluctuations in the past few years. The average price for coal was approximately RMB 1,080.6 ($158.1) per ton in the six months ended June 30, 2010, compared to approximately RMB 1,156.5 ($177.1) per ton in the six months ended June 30, 2011.
 
Other income and other expenses.  Other income and other expenses consist of sales of waste parts such as the exhausted metals, gears and transportation belts from equipment and moldings and foreign exchange gain/loss.

 
16

 
 
Selling and distribution expenses.  Selling and distribution expenses consist of payroll, traveling expenses and advertising expenses incurred by our selling and distribution team.
 
Administrative expenses.  Administrative expenses consist primarily of employee remuneration, payroll taxes and benefits, general office expenses and depreciation. We expect administrative expenses to continue to increase in absolute amounts. We also incur additional expenses related to costs of compliance with securities laws and other regulations, including audit and legal fees and investor relations expenses. In the six months ended June 30, 2011, administrative expenses included non-cash share-based compensation expenses related to the 2010 Incentive Compensation Plan designed to retain directors and senior management.
 
Finance Costs.  Finance costs consist of interest expense on bank loans.
 
Income taxes.  Income taxes for the years ended June 30, 2011 and 2010 were RMB 46.3 million ($7.1 million) and RMB 34.9 million ($5.1 million), respectively. The effective tax rate applicable to Hengda and Hengdali continued to be 25% in 2010 and 2011.
 
Comparison of six months ended June 30, 2011 and June 30, 2010
 
Revenue. The following table sets forth the breakdown of revenue, by product segment, for the six months ended June 30, 2010 and 2011:

   
June 30,
 
Revenue RMB (‘000)
 
2010
   
Percentage
   
2011
   
Percentage
 
   
(Unaudited)
         
(Unaudited)
       
                         
Porcelain     382,739       76.3 %     490,625       72.2 %
Glazed Porcelain
    23,407       4.7 %     36,863       5.4 %
Glazed     50,565       10.1 %     63,946       9.4 %
Rustic
    27,043       5.4 %     55,983       8.2 %
Ultra-thin     17,659       3.5 %     29,416       4.3 %
Polished Glazed
    -       -       3,355       0.5 %
Total     501,413       100.0 %     680,188       100.0 %
 
Revenue grew by RMB 178.8 million ($30.7 million), or 35.7%, to RMB 680.2 million ($104.1 million) in the six months ended June 30, 2011, from RMB 501.4 million ($73.4 million) for the six months ended June 30, 2010. The average selling price for ceramic tiles increased by 4.7% to RMB 27.0 ($4.1) per square meter for the six months ended June 30, 2011 from an average selling price of RMB 25.8 ($3.8) per square meter for the six months ended June 30, 2010, and sales volume increased by 5.8 million square meters to approximately 25.2 million square meters for the six months ended June 30, 2011 from 19.4 million square meters for the same period in 2010.
 
Porcelain tiles . Revenue from porcelain tiles increased 28.2% from RMB 382.7 million ($56.0 million) for the six months ended June 30, 2010 to RMB 490.6 ($75.1) for the same period in 2011. The increase was primarily due to the high demand for porcelain tiles in China and our increased capacity at both Hengda and Hengdali. Hengda also raised the selling price by 5% in February 2011, which led to RMB 15.4 million ($2.4 million) of the increase in revenue. Porcelain tiles for exterior walls are our most popular product and have the largest market potential of all of our tiles. We expect porcelain tiles to continue to be our key product for the foreseeable future.
 
Glazed porcelain tiles . Revenue from glazed porcelain tiles increased 57.7% from approximately RMB 23.4 million ($3.4 million) for the six months ended June 30, 2010 to RMB 36.9 ($5.6) for the same period in 2011. Glazed porcelain tiles are a relatively new product (introduced in 2006) and the demand for this product has been strong. The Company has increased its sales effort to promote glazed porcelain tiles in 2011 due to increase in capacity. The product mix for glazed porcelain tiles were 5.4% for the six months ended June 30, 2011 compared to 4.7% for the same period in 2010.

 
17

 
 
Glazed tiles . Revenue from glazed tiles increased 26.3% from RMB 50.6 million ($7.4 million) for the six months ended June 30, 2010 to RMB 63.9 million ($9.8 million) for the same period in 2011. The sales volumes increased in the six months ended June 30, 2011 compared to the same period in 2010. Glazed tiles have a lower selling price than our other products.
 
Rustic tiles . Revenue from rustic tiles increased 107.4% from RMB 27.0 million ($4.0 million) for the six months ended June 30, 2010 to 56.0 million ($8.6 million) for the same period in 2011 due to an increase in sales volume. The product mix increased to 8.2% for the six months ended June 30 2011 from 5.4% for the same period in 2010. The Company has been promoting the rustic tiles since they were introduced in 2007 and believes that rustic tiles will become a larger portion of its product mix due to their variety of pattern and texture.
 
Ultra-thin tiles . Revenue from ultra-thin tiles increased 66.1% from RMB 17.7 million ($2.6 million) for the six months ended June 30, 2010 to RMB 29.4 million ($4.5 million) for the same period in 2011. Sales volume of ultra-thin tiles grew from 526,577 square meters for the six months ended June 30, 2010 to 868,738 square meters for the same period in 2011. Ultra-thin tiles are a new product and were initially commercialized in May 2008. We believe that ultra-thin tiles will become a larger portion of our product mix.
 
Polished Glazed tiles . Revenue from polished glazed tiles was approximately RMB 3.4 million ($0.5 million) for the six months ended June 30 2011. We introduced polished glazed in March 2011 and began selling them in the second quarter of 2011. The Company believes that this new product represents both a functional and cost-effective replacement for actual marble or stone materials.
 
Cost of sales. The following table sets forth the breakdown of cost of sales, by product segment, for the six months ended June 30, 2010 and 2011:

   
Six Months Ended June 30,
 
Cost of Sales RMB (‘000)
 
2010
   
Percentage
   
2011
   
Percentage
 
   
(Unaudited)
         
(Unaudited)
       
                         
Porcelain     257,728       74.2 %     325,829       69.1 %
Glazed Porcelain
    18,010       5.2 %     31,770       6.7 %
Glazed     44,244       12.7 %     59,843       12.7 %
Rustic
    17,741       5.1 %     36,087       7.7 %
Ultra-thin     9,576       2.8 %     15,959       3.4 %
Polished Glazed
    -       -       1,960       0.4 %
Total     347,299       100.0 %     471,448       100.0 %
 
Cost of sales was RMB 471.4 million ($72.2 million) for the six months ended June 30, 2011 compared to RMB 347.3 million ($50.8 million) for the same period in 2010, representing an increase of RMB 124.1 million ($21.4 million), or 35.7%. The increase in cost of sales was primarily due to higher sales volume and an increase in the price of raw materials. For example, the price of clay increased from approximately RMB 300.9 ($44.0) per ton in the six months ended June 30, 2010 to approximately RMB 324.2 ($49.6) per ton in the six months ended June 30, 2011, and the price of coal increased from approximately RMB 1,080.6 ($158.2) per ton in the six months ended June 30, 2010 to approximately RMB 1,156.5 ($177.1) per ton in the six months ended June 30, 2011.
 
Gross profit.  The following table sets forth the breakdown of our gross profit and gross profit margin, by product segment, for the six months ended June 30, 2010 and 2011.

 
18

 

   
Six Months Ended June 30,
 
   
2010
   
2011
 
RMB (‘000)
 
Gross Profit
   
Profit Margin
   
Gross Profit
   
Profit Margin
 
   
(Unaudited)
         
(Unaudited)
       
                         
Porcelain     125,011       32.7 %     164,796       33.6 %
Glazed Porcelain
    5,397       23.1 %     5,093       13.8 %
Glazed      6,321        12.5 %      4,103       6.4 %
Rustic
    9,302       34.4 %     19,896       35.5 %
Ultra-thin      8,083        45.8 %      13,457       45.7 %
Polished Glazed
    -       -       1,395       41.6 %
All Product      154,114       30.7 %      208,740       30.7 %
 
Our gross profit increased 35.4% from RMB 154.1 million ($22.5 million) for the six months ended June 30, 2010 to RMB 208.7 million ($32.0 million) for the same period in 2011. Gross profit margin percentage was 30.7% for the six months ended June 30, 2011, compared to 30.7% for the same period in 2010.
 
Porcelain tiles. Gross profit for porcelain tiles increased 31.9% from RMB 125.0 million ($18.3 million) for the six months ended June 30, 2010 to RMB 164.9 million ($25.2 million) for the same period in 2011. Our gross profit margin was 32.7% for the six months ended June 30, 2010 compared to 33.6% for the same period in 2011. The increase in gross margin was due to the increase in selling prices since February 2011, which led to RMB 15.4 million ($2.4 million) of the increase in revenue, but offset by the increased raw material cost and labor costs.
 
Glazed porcelain tiles. Gross profit for glazed porcelain tiles decreased 5.6% from approximately RMB 5.4 million ($0.8 million) for the six months ended June 30, 2010 to RMB 5.1 million ($0.7 million) for the same period in 2011. Gross profit margin was 23.1% for the six months ended June 30, 2010 compared to 13.8% for the same period in 2011. Glazed porcelain tiles are made using some different materials than our porcelain tiles, with a key additional component of glaze. The average price of glaze increased 12.5% in the six months ended June 30, 2011 compared to the same period in 2010, resulting in the decrease in gross margin of glazed porcelain tiles.
 
Glazed tiles. Gross profit for glazed tiles decreased 34.9% from RMB 6.3 million ($0.9 million) for the six months ended June 30, 2010 to RMB 4.1 million ($0.6 million) for the same period in 2011. Gross profit margin was 12.5% for the six months ended June 30, 2010 compared to 6.4% for the same period in 2011. Similar to glazed porcelain tiles, the decrease in gross margin was due to the increased price of glaze in the first six months of 2011, compared to the same period in 2010.
 
Rustic tiles. Gross profit for rustic tiles increased 114.0% from RMB 9.3 million ($1.4 million) for the six months ended June 30, 2010 to RMB 19.9 million ($3.1 million) for the same period in 2011. Gross profit margin increased 3.2% from 34.4% for the six months ended June 30, 2010 to 35.5% for the same period in 2011. The increase in gross margin was mostly driven by a different sales mix. In the six months ended June 30, 2011, the sales of high-end rustic titles products with higher margin increased compared to the same period in 2010, resulting in the increase in gross margin of rustic tiles.
 
Ultra-thin tiles. Gross profit for ultra-thin tiles increased 65.4% from RMB 8.1 million ($1.2 million) for the six months ended June 30, 2010 to RMB 13.4 million ($2.1 million) for the six months ended June 30, 2011.
 
Polished Glazed tiles . Gross profit for polished Glazed tiles was RMB 1.4 million ($0.2 million) for the six months ended June 30, 2011 and gross margin was 41.6%, higher than 30.7%, the average gross margin of all products.
 
Other income and other expenses. Other income increased 33.3% from RMB 0.3 million ($0.04 million) for the six months ended June 30, 2010 to RMB 0.4 million ($0.06 million) for the same period in 2011. Other expenses was RMB 1.4 million ($0.2 million) for the six months ended June 30, 2011. Other income mainly consist of foreign exchange gain/loss, interest income and gains on disposal of fixed assets. Other expenses point to the losses on disposal of fixed assets.

 
19

 
 
Selling and distribution expenses.  Selling and distribution expenses were RMB 3.0 million ($0.4 million) for the six months ended June 30, 2010 compared to RMB 5.6 million ($0.9 million) for the same period in 2011, representing an increase of RMB 2.6 million ($0.5 million) or 86.7%. The year-over-year increase in selling expenses was primarily due to increased travel expenses of RMB 0.8 million ($ 0.1 million) and advertising expenses of RMB 1.1 million ($0.2 million) for promotion of our products.
 
Administrative expenses.  Administrative expenses were RMB 11.8 million ($1.7 million) for the six months ended June 30, 2010, compared to RMB 25.2 million ($3.9 million) for the same period in 2011, representing an increase of RMB 13.4 million ($2.2 million), or 113.6%. The year-over-year increase in administrative expenses was primarily due to the additional expenses of RMB 9.5 million ($1.5 million) of non-cash share-based compensation expenses related to the 2010 Incentive Compensation Plan designed to retain directors and senior management. Furthermore, the year-over-year increase was resulted from the increased salary expense of RMB 0.8 million ($0.1 million) and RMB 1.3 million ($0.2 million) of audit and other expenses related to China Ceramics’ status as a public company.
 
Finance costs. Finance costs increased 40.0% from RMB 3.0 million ($0.4 million) for the six months ended June 30, 2010 to RMB 4.2 million ($0.6 million) for the same period in 2011. The increase of interest expenses for the six months ended June 30, 2011 was mainly due to an increase in bank loans.
 
Profit before taxation. Profit before taxation increased 26.3% from RMB 136.7 million ($20.0 million) for the six months ended June 30, 2010 to RMB 172.7 million ($26.4 million) for the same period in 2011. The increase of the profit before taxation was mainly due to higher revenue, partially offset by higher operating costs.
 
Income taxes. We incurred an income tax expense of RMB 34.9 million ($5.1 million) for the six months ended June 30, 2010 compared to RMB 46.3 million ($7.1 million) for the same period in 2011, representing an increase of RMB 11.4 million ($2.0 million), or 32.7%, mainly due to the increase in profit before taxation for the six months ended June 30, 2011. Our effective enterprise income tax rate was 25.6% for the six months ended June 30, 2010 and 26.8% for the same period of 2011.
 
Profit attributable to shareholders. Profit attributable to shareholders increased by 24.3% from RMB 101.7 million ($14.9 million) for the six months ended June 30, 2010 to the RMB 126.4 million ($19.4 million) for the same period in 2011 as a result of the factors described above.
 
Liquidity and Capital Resources
 
The following table presents a summary of our cash flows and beginning and ending cash balances for the six months ended June 30, 2010 and 2011:

   
Six Months Ended June 30,
 
RMB (‘000)
 
2010
   
2011
 
   
(Unaudited)
   
(Unaudited)
 
Net cash provided by/(used in) operating activities     47,074       (13,096 )
Net cash used in investing activities
    (140,599 )     (238,620 )
Net cash provided by financing activities     11,397       40,000  
Net cash flow
    (82,128 )     (211,716 )
Cash and cash equivalents at beginning of year     150,121       263,495  
Effect of foreign exchange rate differences
    (7 )     (133 )
Cash and cash equivalents at end of period     67,986       51,646  
 
We have historically financed our liquidity requirements mainly through operating cash flow, short-term bank loans and by issuing new shares.

 
20

 
 
Cash flows from operating activities. Our net cash flow used in operating activities was RMB 13.1 million ($2.0 million) for the six months ended June 30, 2011, a decrease of RMB 60.2 million ($8.9 million) from RMB 47.1 million ($6.9 million) net cash provided by operating activities for the same period in 2010. The year-over-year decrease was mainly due to the increase in inventory purchases, income tax and sales rebates, and the change in the Company’s method of settling sales rebates (as described below) with its distributors. Since the prices of raw materials have been increasing, the Company stored raw materials for production in the second half of 2011, resulting in additional cash outflow of RMB 15.9 million ($2.4 million) in the six months ended June 30, 2011. The Company settled sales rebates from 2010 with its distributor in the first six months of 2011 with an amount of RMB 62.5 million ($9.3 million), compared to RMB 44.4 million ($6.5 million) of 2009 sales rebates settled in the comparable period of 2010, resulting in a decrease in cash flow of approximately RMB 18.1 million ($2.8 million). Furthermore, the cash from operations was further reduced due to a change in settling rebates with the Company’s distributors. The Company now issues rebates at the time of sale. This change of deducting the sales rebates directly from the accounts receivable as opposed to collecting the full amount and later remitting the sales rebates, caused a decrease in cash flow of approximately RMB 17.9 million ($2.7 million) in the first half of 2011 compared to the same period in 2010.
 
Cash flows from investing activities. Our cash flows used in investing activities were primarily payments related to the acquisition/sale of property, plant and equipment and interest.
 
Net cash used in investing activities in the six months ended June 30, 2010 was RMB 140.6 million ($20.6 million), compared to RMB 238.6 million ($36.5 million) of net cash outflow used in investing activities in the same period of 2011. The increase was mainly due to an increase in acquisition of property, plant and equipment for the phase II construction of the Hengdali facility and for improvements at the Hengda facility, which led to capital expenditures of RMB 244.5 million ($37.4 million) during the first six months of 2011.
 
Cash flows from financing activities. Net cash generated from financing activities was RMB 40.0 million ($6.1 million) obtained from bank borrowings for the six months ended June 30, 2011, as compared to RMB 11.4 million ($1.7 million) cash generated from financing activities in the same period of 2010.
 
Inventory and Accounts Receivable. Our inventory turnover rate decreased to 2.18 times for the six months ended June 30, 2011 from 2.57 for the same period of 2010, because of our increased storage of products. Also, since the prices of raw materials have been increasing, the Company has stored raw materials for production in the second half of 2011. Based on our historical experience, we believe that the value of our current inventories is realizable.
 
The average number of days in which we received payment on our trade receivables was 93 days for the six months ended June 30, 2010 and 81 days as of June 30, 2011 due to tight management control over trade receivables collection in the first six months of 2011.
 
The major sources of our liquidity for the six months ended June 30, 2011 were cash generated from operations and short term bank borrowings. We do not use off-balance sheet financing as a source of liquidity or for other financing purposes.
 
Our working capital was RMB 268.5 million ($41.5 million) at June 30, 2011 as compared RMB 237.3 million ($34.9 million) at June 30, 2010.
 
Cash and bank balances were RMB 51.6 million ($8.0 million) as of June 30, 2011, as compared to RMB 68.0 million ($10.0 million) at June 30, 2010.
 
As of June 30, 2011, our total outstanding bank loans (both short-term loans and long-term loans) amounted to RMB 137.0 million ($21.2 million) with interest rates in the range of 6.1065% to 8.2030% per annum and maturity dates in the range of August 17, 2011 to September 19, 2013.

 
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In our opinion, our working capital, including our cash, income and cash flows from operations, and financing from short-term bank borrowings, is sufficient for our present requirements.
 
However, we may sell additional equity or obtain credit facilities to enhance our liquidity position or to increase our cash reserve for future acquisitions and capital equipment expenditures. The sale of additional equity would result in further dilution to our shareholders. The incurrence in indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot provide assurance that financing will be available in amounts or on terms acceptable to us, if at all.
 
Inventory Management
 
Our inventory is comprised of raw materials purchased from our suppliers located in Fujian, Guangdong and Jiangxi Provinces. The inventory comprised mainly of clay, coal, colorings, and glazing materials.
 
We have sufficient raw materials to support, on average, three weeks of production at any point in time. This helps to minimize any potential delays in our production process which may arise due to insufficient raw materials. In the second quarter, we increased inventory to meet the orders expected to be shipped in the third quarter of the year, which is usually the peak season of the year. Also, since the prices of raw materials have been increasing, we have stored additional raw materials for production in the second half of 2011. Our inventory turnover based on the year-end closing inventory balances for the six months ended June 30, 2010 and 2011 are as follows:

   
Six Months Ended June 30,
 
   
2010
   
2011
 
   
(Unaudited)
   
(Unaudited)
 
             
Inventories (RMB 000)     152,849       255,539  
Inventory turnover (days) (1)
    70       83  
 

(1)
The average inventory turnover is computed based on the formula: (simple average of the opening and closing inventories balance in a financial year / cost of goods sold) × 365 days.
 
There was no provision for inventory obsolescence, inventory written off or inventory written down to net realizable value in the last three years ended December 31, 2010.
 
Credit Management
 
Credit terms to our customers
 
We typically extend credit terms of approximately 90 days to our customers; credit terms can vary from customer to customer. We will grant credit terms based on the reputation, creditworthiness, size of orders, payment records and number of years we have done business with the customer. We do not have a goods return policy.
 
Personnel from our sales and marketing department typically conduct visits to new customers to evaluate their credit worthiness before entering into any arrangements with them. In addition, as Hengda was awarded the top 500 brand, we increased the deposit required from new distributors from RMB 0.4 million to RMB 1.0 million.

 
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Our average trade receivables’ turnover days during the six months ended June 30, 2010 and 2011 were as follows:

   
Six Months Ended June 30,
 
   
2010
   
2011
 
   
(Unaudited)
   
(Unaudited)
 
             
Trade receivables (RMB 000)     338,120       435,618  
Trade receivables turnover (days) (1)
    93       81  


(1)
The average trade receivables’ turnover is computed based on the formula: (simple average of the opening and closing trade receivables balance in a financial year / revenue) × 365 days.
 
Credit terms from our suppliers
 
Our suppliers typically extend credit periods of two to four months, except that coal suppliers generally extend us credit for a period of about one month. Our average trade and bills payables’ turnover days during the six months ended June 30, 2010 and 2011 were as follows:

   
Six Months Ended June 30,
 
   
2010
   
2011
 
   
(Unaudited)
   
(Unaudited)
 
             
Trade payables (RMB 000)     169,770       246,011  
Trade payables turnover (days) (1)
    77       81  


(1)
The average trade payables’ turnover is computed based on the formula: (simple average of the opening and closing trade balances in a financial year / cost of goods sold) × 365 days.
 
Capital Expenditures
 
Our capital expenditures primarily consist of expenditures on property, plant and equipment. Capital expenditures on property, plant and equipment was RMB 244.5 million ($37.4 million) for the six months ended June 30, 2011 compared to RMB 106.3 million ($15.6 million) for the same period in 2010. In the six months ended June 30, 2011, we invested RMB 115.4 million ($17.8 million) to replace and improve older manufacturing equipment at the Hengda facility and invested RMB 129.1 million ($19.6 million) to complete Phase II of the Hengdali facility expansion. Total expenditures for 2011 are planned to be an estimated RMB 370 million ($57 million) (of which approximately RMB 195 million ($30 million) will relate to Hengdali).
 
After the completion of the improvements at Hengda and the completion of Phase II at Hengdali by the end of 2011, China Ceramics expects to have a total annual production capacity of approximately 72 million square meters. This is expected to be comprised of 42 million square meters of total capacity from the Hengda facility and 30 million square meters of total capacity from the Hengdali facility. The current total capacity is 32 million square meters from Hengda and 10 million square meters from Hengdali.
 
The completion of the expansion of last phase of construction for Hengdali is expected to occur by the end of 2012.
 
We finance our capital expenditure requirements primarily through cash flows from operating activities and bank loans.

 
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Contractual Obligations
 
Our contractual obligations consist mainly of short-term debt obligations and operating lease obligations. The following table sets forth a breakdown of our contractual obligations as of June 30, 2011:

   
Payment Due by Period
 
   
Total
   
Less than
1 year
   
1 – 3
years
   
3 – 5
years
   
More than
5 years
 
   
(RMB in Thousands)
 
Short-term debt obligations (1)     116,876       116,876       -       -       -  
Long-term debt obligations (1)
    27,686       1,656       26,030       -       -  
Operating lease obligations (2)     37,409       11,420       18,177       7,812        -  
Capital purchase obligations(3)
     134,235        134,235       -       -       -  
                                         
Total      316,206        264,187       44,207        7,812       -  


(1)
Amounts represent principal and interest cash payments over the life of the bank loans, including anticipated interest payments that are not recorded in the financial statements as of June 30, 2011.
 
 (2)
We lease plant buildings, production factories, warehouses and employees’ hostels from non-related parties under non-cancellable operating lease arrangements.
 
(3)
Includes capital purchase obligations represent commitments for the construction or purchase of property, plant and equipment. They were not recorded as liabilities in the financial statements as of June 30, 2011.
 
The following table sets forth further details regarding our loans outstanding as of June 30, 2011:

Short-term debt obligations
 
Amount of loan
 
Interest rates (p.a)
Agricultural Bank of China
 
RMB 70.0 million
 
6.1065% to 6.9410%
China Citic Bank
 
RMB 42.0 million
 
 7.2565% to 8.2030%
         
Long-term debt obligations:
 
Amount of loans
 
Interest rates (p.a)
Agricultural Bank of China (1)
 
RMB 25.0 million
 
6.6240%


(1)
The term of the long-term debt obligation to Agricultural Bank of China is one to three years.
 
Off-Balance Sheet Arrangements
 
We do not have any outstanding off-balance arrangements and have not entered into any transactions that are established for the purpose of facilitating off-balance sheet arrangements.
 
Impact of Inflation
 
Inflation has not historically been a significant factor impacting our results.
 
Critical Accounting Policies and Judgment
 
The preparation of the condensed consolidated interim financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Estimates and judgments are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may materially differ from these estimates under different assumptions or conditions.

 
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Critical Accounting Estimates and Assumptions
 
Fair Value of Share Option
 
We recognized compensation expense relating to share-based payments in net profit using a fair-value measurement method. The fair value of share option is estimated on the date of grant using the Black-Scholes-Merton valuation model. The expected term of an option is estimated based on the vesting term and contractual term of the option, as well as expected exercise behavior of the employee who receives the option. Expected volatility during the expected term of the option is based on historical volatility, during a period equivalent to the expected term of the option, of the observed market prices of the company's publicly traded equity shares. Expected dividends during the expected term of the option are based on recent dividend activity. Risk-free interest rates are based on the government securities yield in effect at the time of the grant over the expected term.
 
Depreciation of Property, Plant and Equipment
 
Changes in expected level of usage and technological developments could impact the economic useful lives and the residual values of property, plant and equipment. Therefore, future depreciation charges could be revised.
 
Income Tax
 
We recognize liabilities for expected taxes based on estimates of whether additional taxes will be due. When the final tax outcome of these matters is different from the amounts that were initially recognized, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
 
Impairment of non-financial assets
 
We make the impairment testing on our property, plant and equipment, land use rights and goodwill for possible impairment on an annual basis as of December 31 of each year and at any other time if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
 
Impairment of trade receivables
 
We assess the collectability of trade receivables, which estimate is based on the credit history of our customers and the current market condition. Management assesses the collectability of trade receivables at the balance sheet date and makes provision for non-collectability, if any.
 
Net realizable value of inventories
 
Net realization value of inventories is the management’s estimation of future selling price in the ordinary course of business, less estimated costs of completion and selling expenses. These estimates are based on the current market condition and the historical experience of selling products of similar nature. It could change significantly as a result of various market factors.
 
Critical judgments in applying the entity’s accounting policies
 
Accounting for the equity-settled share-based payment to financial advisors
 
The management has measured its equity-settled share-based payment to some financial advisors indirectly at the cost of the equity instruments granted as the fair value of the services could not be estimated reliably.
 
The management believes this equity-settled share-based payment, together with the audit, legal and consulting fees incurred for China Ceramics’ acquisition of Success Winner, were all incremental transaction costs directly related to the reverse recapitalization transaction and has charged these costs directly to equity to the extent of net monetary assets received and charged the incremental transaction costs in excess of the net monetary assets received to expense.

 
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Foreign Currency Fluctuations
 
We currently do not have any foreign exchange exposure as our sales and purchases are predominantly denominated in RMB. However, in the future, a proportion of our sales may be denominated in other currencies as we expand into overseas markets. In such circumstances, we may be subject to foreign currency fluctuations in the future.
 
Revenue recognition
 
Revenue comprises the fair value of the consideration received or receivable for the sale of goods, net of rebates and discounts. Provided it is probable that the economic benefits will flow to us and the revenue and costs, if applicable, can be measured reliably, revenue is recognized as follows:
 
 
·
Sales of goods are recognized upon transfer of the significant risks and rewards of ownership to the customer. This is usually taken as the time when the goods are delivered and the customer has accepted the goods.
 
 
·
Interest income is recognized on a time-proportion basis using the effective interest method.
 
Inventories
 
Inventories are carried at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and applicable selling expenses.
 
Cost is determined using the weighted average basis, and in the case of work in progress and finished goods, comprises direct materials, direct labor and an appropriate proportion of overhead.
 
Property, plant and equipment
 
Buildings held for own use which are situated on leasehold land, where the fair value of the building could be measured separately from the fair value of the leasehold land at the inception of the lease, and other items of plant and equipment are stated at cost less accumulated depreciation and impairment losses.
 
Buildings held under leasing agreements are depreciated over their expected useful lives of 40 years.
 
Depreciation on other assets is provided to write off the cost less their residual values over their estimated useful lives, using the straight-line method, at the following rates per annum:

Renovation
    10 %
Plant and machinery
    10% - 20 %
Motor vehicles
    10 %
Office equipment
    10% - 20 %
 
The assets’ residual values, depreciation methods and useful lives are reviewed, and adjusted if appropriate, at each reporting date.
 
The gain or loss arising on retirement or disposal is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss. Any revaluation surplus remaining in equity is transferred to retained earnings on the disposal of land and building.

 
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Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to us and the cost of the item can be measured reliably. All other costs, such as repairs and maintenance, are charged to profit or loss during the financial period in which they are incurred.
 
Land use rights
 
Upfront payments made to acquire land held under an operating lease are stated at cost less accumulated amortization and any accumulated impairment losses. Amortization is calculated on a straight line basis over the leasing period of 50 years.
 
Goodwill
 
Goodwill represents the excess of the cost of an acquisition over the fair value of our share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
 
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose identified according to operating segment.
 
Financial assets
 
Our accounting policies for financial assets are set out below.
 
Financial assets are classified into the following category: loans and receivables.
 
Management determines the classification of our financial assets at initial recognition depending on the purpose for which the financial assets were acquired and where allowed and appropriate, re-evaluates this designation at every reporting date.
 
All financial assets are recognized when, and only when, we become a party to the contractual provisions of the instrument. Regular way purchases of financial assets are recognized on trade date. When financial assets are recognized initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.
 
Derecognition of financial assets occurs when the rights to receive cash flows from the investments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred.
 
At each reporting date, financial assets are reviewed to assess whether there is objective evidence of impairment. If any such evidence exists, impairment loss is determined and recognized based on the classification of the financial asset.
 
Loans and receivables
 
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are subsequently measured at amortized cost using the effective interest method, less any impairment losses. Amortized cost is calculated taking into account any discount or premium on acquisition and includes fees that are an integral part of the effective interest rate and transaction cost.
 
Impairment of financial assets
 
At each reporting date, financial assets are reviewed to determine whether there is any objective evidence of impairment. Objective evidence of impairment of individual financial assets includes observable data that comes to our attention about one or more of the following loss events:

 
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·
Significant financial difficulty of the debtor;
 
 
·
A breach of contract, such as a default or delinquency in interest or principal payments;
 
 
·
It becoming probable that the debtor will enter bankruptcy or other financial reorganization;
 
 
·
Significant changes in the technological, market, economic or legal environment that have an adverse effect on the debtor; and
 
 
·
A significant or prolonged decline in the fair value of an investment in an equity instrument below its cost.
 
If any such evidence exists, the impairment loss is measured and recognized as follows:
 
(i) Financial assets carried at amortized cost
 
If there is objective evidence that an impairment loss on loans and receivables or held-to-maturity investments carried at amortized cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition). The amount of the loss is recognized in profit or loss of the period in which the impairment occurs.
 
If, in subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed to the extent that it does not result in a carrying amount of the financial asset exceeding what the amortized cost would have been had the impairment not been recognized at the date the impairment is reversed. The amount of the reversal is recognized in profit or loss of the period in which the reversal occurs.
 
For financial assets other than trade receivables that are stated at amortized cost, impairment losses are written off against the corresponding assets directly. Where the recovery of trade receivables is considered doubtful but not remote, the impairment losses for doubtful receivables are recorded using an allowance account. When we are satisfied that recovery of trade receivables is remote, the amount considered irrecoverable is written off against trade receivables directly and any amounts held in the allowance account in respect of that receivable are reversed.
 
Subsequent recoveries of amounts previously charged to the allowance account are reversed against the allowance account. Other changes in the allowance account and subsequent recoveries of amounts previously written off directly are recognized in profit or loss.
 
Financial liabilities
 
Our financial liabilities include bank loans, trade and other payables and accrued liabilities. They are included in line items in the statement of financial position as borrowings under current or non-current liabilities, accrued liabilities or trade and other payables.
 
Financial liabilities are recognized when we become a party to the contractual provisions of the instrument. All interest related charges are recognized in accordance with our accounting policy for borrowing costs.
 
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
 
Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amount is recognized in profit or loss.

 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Dated: August 19, 2011
 
CHINA CERAMICS CO., LTD.
 
       
 
By: 
/s/ Hen Man Edmund
 
   
Name: Hen Man Edmund
 
   
Title: Chief Financial Officer
 

 
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