CHINA
CERAMICS CO., LTD.





CODE
OF BUSINESS CONDUCT AND ETHICS




Introduction




This Code
of Business Conduct and Ethics describes the basic principles of conduct that we
share as directors, officers and employees of China Ceramics Co., Ltd. (the
“Company”).  This Code also applies to our directors and should be
provided to and followed by our agents and representatives, including
consultants.  Violation of this Code may result in disciplinary
action, varying from reprimand to dismissal.




This Code
is intended to provide a broad overview of basic ethical principles that guide
our conduct.  In some circumstances, we maintain more specific
policies on the topics referred to in this Code.  Should you have any
questions regarding these policies, please review your employee handbook or
contact the human resource manager in your business unit.




Compliance
with Laws, Rules and Regulations




We comply
with all laws, rules, and regulations of the places where we do business. If a
law, rule, or regulation is unclear, or conflicts with a provision of this Code,
you should seek advice from supervisors or our Chief Financial Officer (or other
Company personnel with comparable responsibility for legal compliance) but
always seek to act in accordance with the ethical standards described in this
Code.




Conflicts
of Interest




We
conduct our business affairs in the best interest of our Company and should
therefore avoid situations where our private interests interfere in any way with
our Company's interests.  We need to be especially sensitive to
situations that have even the appearance of impropriety and promptly report them
to a supervisor, or if appropriate, a more senior manager.  If you
believe that a transaction, relationship or other circumstance creates or may
create a conflict of interest, you should promptly report this
concern.  It is our policy that circumstances that pose a conflict of
interest for our employees are prohibited unless a waiver is obtained from a
senior Company officer. Consistent with NASDAQ Stock Market rules and as further
described below, any waiver of this conflict of interest policy for a director
or executive officer may only be made by our Board or a committee of our Board,
and any such waiver must be promptly disclosed to the Company's
stockholders.







Record-Keeping




We
require honest and accurate recording and reporting of information in order to
make responsible business decisions.  We document and record our
business expenses accurately.  Questionable expenses should be
discussed with the appropriate personnel in our accounting
department.




All of
our books, records, accounts, and financial statements are maintained in
reasonable detail, appropriately reflect our transactions, and conform both to
applicable legal requirements and to our system of internal
controls.




We avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations
of people and companies in our business records and
communications.  We maintain our records according to our record
retention policies.  In accordance with those policies, in the event
of litigation or governmental investigation, please consult Chief Financial
Officer or other Company personnel with comparable responsibility for legal
compliance.




Public
Reporting




We are a
public company and as a result file reports and other documents with the U.S.
Securities and Exchange Commission (SEC).  As well, we issue press
releases and make other public statements that include financial and other
information about our business, financial condition and results of
operations.  We endeavor to make full, fair, accurate, timely and
understandable disclosure in reports and documents we file with, or submit to,
the SEC, and in our press releases and public communications.




We
require cooperation and open communication with our internal and outside
auditors.  It is illegal to take any action to fraudulently influence,
coerce, manipulate, or mislead any internal or external auditor engaged in the
performance of an audit of our financial statements.




The laws
and regulations applicable to filings made with the SEC, including those
applicable to accounting matters, are complex.  While the ultimate
responsibility for the information included in these reports rests with senior
management, numerous other employees participate in the preparation of these
reports or provide information included in these reports.  We maintain
disclosure controls and procedures to ensure that the information included in
the reports that we file or submit to the SEC is collected and communicated to
senior management in order to permit timely disclosure of the required
information.




If you
are requested to provide, review or certify information in connection with our
disclosure controls and procedures, you must provide the requested information
or otherwise respond in a full, accurate and timely manner.  Moreover,
even in the absence of a specific request, you should report any information
that you believe should be considered for disclosure in our reports to the
SEC.




If you
have questions or are uncertain as to how our disclosure controls and procedures
may apply in a specific circumstance, promptly contact your supervisor or a more
senior manager.  We want you to ask questions and seek
advice.  Additional information regarding how to report your questions
or concerns (including on a confidential, anonymous basis) is included below in
this Code under the heading "Reporting Illegal or Unethical
Behavior."




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Insider
Trading




We do not
trade in Company stock on the basis of material, non-public information
concerning the Company, nor do we "tip" others who may trade in Company
securities.




Corporate
Opportunities




We do not
personally take opportunities that are discovered through the use of Company
property, information or position without the prior consent of our
Board.  Unless prior approval of our Board is obtained, our directors,
officers, and employees are also prohibited from competing with the
Company.




Competition
and Fair Dealing




We do not
engage in unethical or illegal business practices such as stealing proprietary
information, possessing trade secret information that was obtained without the
owner's consent, or inducing disclosure of this type of information by past or
present employees of other companies.




Business
Entertainment and Gifts




We
recognize that business entertainment and gifts are meant to create good will
and sound working relationships, not to gain unfair advantage with customers or
suppliers.  Neither we nor our family members offer, give, or accept
any gift or entertainment unless it:  (a) is not a cash gift,
(b) is consistent with customary business practices, (c) is not
excessive in value, (d) cannot be construed as a bribe or payoff, and
(e) does not violate any laws or regulations.  Any questionable
gift or invitation should be discussed with a supervisor, or, if appropriate, a
more senior manager.




Discrimination
and Harassment




The
diversity of our employees is a tremendous asset.  We provide equal
opportunity in all aspects of employment and will not tolerate discrimination or
harassment of any kind.  Derogatory comments based on racial or ethnic
characteristics, unwelcome sexual advances and similar behavior are
prohibited.




Health
and Safety




We strive
to provide a safe and healthy work environment.  We ensure a safe and
healthy work environment by following safety and health rules and practices and
promptly reporting accidents, injuries and unsafe equipment, practices, or
conditions to a supervisor or more senior manager.




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We do not
permit violence or threatening behavior in our workplaces.  We report
to work in condition to perform our duties at our best, free from the influence
of illegal drugs or alcohol.  We do not tolerate the use of illegal
drugs in the workplace.




Confidentiality




We
protect confidential information.  Confidential information includes
proprietary information such as our trade secrets, patents, trademarks,
copyrights, business, marketing plans, sales forecasts, engineering and
manufacturing ideas, designs, databases, records, salary information, and
unpublished financial data and reports, as well as any non-public information
that might be of use to competitors or harmful to us or our customers if
disclosed.  It also includes information that suppliers and customers
have entrusted to us on a confidential basis.  Our personal obligation
not to disclose confidential information continues even after employment
ends.




Protection
and Proper Use of Company Assets




Theft,
carelessness, and waste of Company assets have a direct impact on our
profitability and should be avoided.  Any suspected incident of fraud
or theft should be immediately reported to a supervisor or, if appropriate, a
more senior manager for investigation.  We carefully safeguard our
confidential information.  Unauthorized use or distribution of
confidential information is prohibited and could also be illegal, resulting in
civil or even criminal penalties.




Payments
to Government Personnel




The United States Foreign Correct
Practices Act applies to us, as a U.S.-listed company, even if the gift, favor,
or other gratuity is givenby a non-U.S. person to another non-U.S. person outside of the United States,
and it applies to any gift, favor, or other gratuity no matter how small.
In compliance with the United States Foreign Corrupt Practices Act we do not
give anything of value, directly or indirectly, to officials of governments or
political candidates in order to obtain or retain business.  We do not
promise, offer, or deliver to any foreign or domestic government employee or
official any gift, favor, or other gratuity that would be illegal.




The laws
or customs of other countries in which we operate may be less
clear.  It is our policy to comply with those laws or customs;
however, if a local law or custom seems to contradict the principles described
in this Code, contact a supervisor, our Chief Financial Officer or Company
personnel with comparable responsibility for legal compliance for
guidance.




Waivers




Consistent
with NASDAQ Stock Market rules, only our Board or a committee of our Board may
waive a provision of this Code for our executive officers or directors, and any
waiver should be promptly disclosed to the Company's
stockholders.  Waivers of this Code for any other employee may be made
only by a senior Company officer, and then only under special
circumstances.




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Reporting
Illegal or Unethical Behavior and Non Retaliation.




Employees
who have evidence of any violations of this code are encouraged and expected to
report them to their supervisor, and in the case of officers and directors, they
should report evidence of any such violations to a member of the Audit
Committee. Such reports will be investigated in reference to applicable laws and
China Ceramics Co., Ltd. policy. Violations of this Code or any other unlawful
acts by our officers, directors or employees may subject the individual to
dismissal from employment and/or fines, imprisonment and civil litigation
according to applicable laws.




We will
not allow retaliation against an employee for reporting a possible violation of
this Code in good faith. Retaliation for reporting a federal offense is illegal
under federal law and prohibited under this Code. Retaliation for reporting any
violation of a law, rule or regulation or a provision of this Code is
prohibited. Retaliation will result in discipline up to and including
termination of employment and may also result in criminal
prosecution.




In order
to encourage reports of illegal or unethical behavior (including violations of
this Code), we keep all reports confidential and do not allow retaliation for
good faith reports of possible misconduct by others.  It is also our
duty to cooperate in internal investigations of alleged misconduct.




We must
all work to ensure prompt and consistent action against unethical or illegal
behavior.  Often a violation of this Code will be easy to recognize
and should be promptly reported to a supervisor or, if appropriate, a more
senior manager.  However, in some situations it is difficult to know
right from wrong.  Since none of us can anticipate every situation
that will arise, it is important that we have a way to approach a new or
sensitive question or concern.  Here are some questions that can be
asked:




1.
            What do I
      need to know?In order to reach the right solutions, we must be as
      fully informed as possible.




2.
            What
      specifically am I being asked to do?  Does it seem unethical or
      improper?  This will focus the inquiry on the specific
      action in question, and the available alternatives.  Use
      judgment and common sense.  If something seems unethical or
      improper, it probably is.




3.
            What is my
      responsibility?  In most situations, there is shared
      responsibility.  Should colleagues be informed?  It
      may help to get others involved and discuss the
  issue.




4.
            Have I
      discussed the issue with a supervisor?  This is the basic
      guidance for all situations.  In many cases, a supervisor will
      be more knowledgeable about the question and will appreciate being brought
      into the decision-making process.  Remember that it is the
      supervisor's responsibility to help solve
  problems.




5.
            Should I
      seek help from Company management?  In the case which it
      may not be appropriate to discuss an issue with a supervisor, or where you
      would not be comfortable approaching a supervisor with your question,
      discuss it with a more senior manager. If for some reason you do not
      believe that your concerns have been appropriately addressed, you should
      seek advice from our Chief Financial Officer or other Company personnel
      with comparable responsibility for legal compliance. Alternatively, we
      have established procedures to permit confidential, anonymous submissions
      of concerns regarding alleged violations of this Code, including concerns
      with respect to questionable accounting or auditing
    matters.




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Conclusion




The
Company's good name and reputation depend, to a very large extent, upon you
taking personal responsibility for maintaining and adhering to the policies and
guidelines set forth in this Code.  Your business conduct on behalf of
the Company must be guided by the policies and guidelines set forth in this
Code.




*   *   *   *   *




Availability
of this Code




This Code
will be included on the Company’s website and will be made available upon
request sent to the Company's Secretary.




May 14,
2010






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