Exhibit 10.1


 


 FORM OF SECURITIES PURCHASE AGREEMENT


 


This SECURITIES
PURCHASE AGREEMENT (this “Agreement”), dated as of April [_], 2018, is by and among China Ceramics Co.,
Ltd., a British Virgin Islands company (the “Company”), and each of the investors listed on the Schedule
of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). 


 


RECITALS


 


A.           The
Company and each Buyer desire to enter into this transaction to purchase shares of the Company, par value $0.008 per share (the
“Shares”), pursuant to a currently effective shelf registration statement on Form F-3 (Registration Number 333-206516)
(the “Registration Statement”), which Registration Statement has been declared effective in accordance with
the 1933 Act, by the SEC.


 


B.           Each
Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) such aggregate
number of shares as set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers, which aggregate amount
for all Buyers shall be 770,299 Shares.


 


C.           The
Shares are also collectively referred to herein as the “Securities.”


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:


 


1.            PURCHASE
AND SALE OF SHARES.


 


(a)          Purchase
of Shares. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall
issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date
(as defined below) such aggregate number of Shares as is set forth opposite such Buyer’s name in column (3) on the Schedule
of Buyers. 


 


(b)          Closing.
The closing (the “Closing”) of the purchase of the Shares by the Buyers shall occur at the offices of
Schiff Hardin LLP, 901 K Street, NW, Suite 700, Washington DC 20001. The date and time of the Closing (the “Closing
Date”) shall be 10:00 a.m., New York time, on the second (2nd) Business Day (as defined below) on which
the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived, or such other date as is mutually
agreed to by the Company and each Buyer. As used herein “Business Day” means any day other than a
Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain
closed.


 


(c)          Purchase
Price. The aggregate purchase price for the Shares to be purchased by each Buyer (the “Purchase Price”)
shall be the amount set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers.


 


(d)          Form
of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the
Shares to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds and (ii) the Company
shall cause Continental Stock Transfer and Trust Company (together with any subsequent transfer agent, the “Transfer Agent”)
through the Depository Trust Company (“DTC”) to credit such aggregate number of Shares that each Buyer is purchasing
as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s
balance account with DTC through its Deposit/Withdrawal at Custodian system.


 






     

     


    

 


2.            BUYER’S
REPRESENTATIONS AND WARRANTIES.


 


Each Buyer, severally
and not jointly, represents and warrants to the Company with respect to only himself that, as of the date hereof and as of the
Closing Date:


 


(a)          
Organization; Authority. Such Buyer is an individual with full right, power and authority to enter into and to consummate
the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. This Agreement
to which the Buyer is a party has been duly executed by such Buyer, and when delivered by such Buyer in accordance with the terms
hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its
terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 


(b)          
Information.  
Such Buyer and his advisors, if any, have been furnished with all materials relating to the business, finances and operations of
the Company and materials relating to the offer and sale of the Securities that have been requested by such Buyer. Such Buyer and
his advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other
due diligence investigations conducted by such Buyer or his advisors, if any, or his representatives shall modify, amend or affect
such Buyer's right to rely on the Company's representations and warranties contained herein. Such Buyer understands that his investment
in the Securities involves a high degree of risk. Such Buyer has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision with respect to his acquisition of the Securities.


  


(c)          
No Governmental Review.   Such Buyer understands that no United States federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability
of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(d)          
Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer
and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with its
terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies.


 


(e)          
No
Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the
transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Buyer, (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such
Buyer is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and
state securities laws) applicable to such Buyer, except, in the case of clauses (ii) and (iii) above, for such conflicts, defaults,
rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect
on the ability of such Buyer to perform its obligations hereunder.


 


(f)          
No
Group. Other than affiliates of such Buyer who are also Buyers under this Agreement, such Buyer is not under common control
with or acting in concert with any other Buyer and is not part of a “group” for purposes of the Securities Exchange
Act of 1934, as amended (the “1934 Act”).


 


(g)          Residency.
Such Buyer is a resident of that jurisdiction specified below its address of the Schedule of Buyers.


 


(h)         Understandings
or Arrangements. Such Buyer is acquiring the Securities as principal for his own account and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and
warranty not limiting such Buyer’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance
with applicable federal and state securities laws).


 






     

     


    

 


(i)          
Purchaser Status.
At the time such Buyer was offered the Securities, he was, and as of the date hereof it is, an “accredited investor”
as defined in Rule 501(a) under the Securities Act.


 


(j)          
Experience of
Such Buyer. Such Buyer, either alone or together with his representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,
and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment
in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(k)          Certain Transactions
and Confidentiality. Other than consummating the transactions contemplated hereunder, such Buyer has not, nor has any Person
acting on behalf of or pursuant to any understanding with such Buyer, directly or indirectly executed any purchases or sales, including
short sales, of the securities of the Company during the period commencing as of the time that such Buyer first received a term
sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions
contemplated hereunder and ending immediately prior to the execution hereof. Other than to other Persons party to this Agreement
or to such Buyer’s representatives, including, without limitation, his partners, legal and other advisors, employees, agents
and affiliates, such Buyer has maintained the confidentiality of all disclosures made to him in connection with this transaction
(including the existence and terms of this transaction).


 


3.            REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


The Company represents
and warrants to each of the Buyers that, as of the date hereof and as of the Closing Date:


 


(a)          Organization
and Qualification. Each of the Company and each of its “significant subsidiaries” (as defined in Regulation S-X)
(each, a “Significant Subsidiary”, and collectively, the “Significant Subsidiaries”) are
entities duly organized or incorporated and validly existing and in good standing under the laws of the jurisdiction in which they
are formed, and have the requisite power and authority to own their properties and to carry on their business as now being conducted
and as presently proposed to be conducted. Each of the Company and each of its Subsidiaries is duly qualified as a foreign entity
to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted
by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would
not reasonably be expected to have a Material Adverse Effect (as defined below). As used in this Agreement, “Material
Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including
results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary, individually or taken as a
whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments
to be entered into in connection herewith or therewith or (iii) the authority or ability of the Company or any of its Subsidiaries
to perform any of their respective obligations under any of the Transaction Documents (as defined below). “Subsidiaries”
means any Person in which the Company, directly or indirectly, (A) owns any of the outstanding capital stock or holds any equity
or similar interest of such Person or (B) controls or operates all or any part of the business, operations or administration of
such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary”.


 


(b)          Authorization;
Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this
Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The
execution and delivery of this Agreement and the other transaction documents by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares) have been duly
authorized by the Company’s board of directors no further filing, consent or authorization is required by the Company, its
board of directors or its shareholders, stockholders or other governing body. This Agreement has been, and the other Transaction
Documents will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability
may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except
as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents”
means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties
hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.


 






     

     


    

 


(c)          Issuance
of Securities; Registration Statement. The issuance of the Securities is duly authorized and, upon issuance and payment in
accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all
preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances,
security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The Registration
Statement is effective and available for the issuance of the Securities thereunder and the Company has not received any notice
that the SEC has issued or intends to issue a stop-order with respect to the Registration Statement or that the SEC otherwise has
suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened
in writing to do so. Upon receipt of the Securities, each of the Buyers will have good and marketable title to the Securities.
The Registration Statement and any prospectus included therein, including the Prospectus and the Prospectus Supplement, complied
in all material respects with the requirements of the 1933 Act and the 1934 and the rules and regulations of the SEC promulgated
thereunder and all other applicable laws and regulations. At the time the Registration Statement and any amendments thereto became
effective, at the date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the 1933 Act,
the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of
the 1933 Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendments or supplements
thereto (including, without limitation the Prospectus Supplement), at the time the Prospectus or any amendment or supplement thereto
was issued and at the Closing Date, complied, and will comply, in all material respects with the requirements of the 1933
Act and did not, and will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading.


 


(d)          No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Company’s memorandum
or articles of association or other charter documents, (ii) conflict with, or constitute a default (or an event which with notice
or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party,
or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign,
federal and state securities laws and regulations and the rules and regulations of The NASDAQ Stock Market (the “Principal
Market”) and including all applicable foreign, federal and state laws, rules and regulations) applicable to the Company
or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.


 


(e)          Consents.
Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or
registration with (other than the filing with the SEC of the Prospectus Supplement and any other filings as may be required by
any state securities agencies), any Governmental Entity (as defined below) or any regulatory or self-regulatory agency or any other
Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Transaction
Documents, in each case, in accordance with the terms hereof or thereof.


 


(f)           
SEC Documents; Financial Statements. To the Company’s knowledge, during the 12 months prior to the date hereof, the
Company has timely filed all reports and other documents required to be filed by it with the SEC pursuant to the reporting requirements
of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial
statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC
Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements
of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the
SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the
SEC Documents, except as may be set forth in such SEC Documents, complied in all material respects with applicable accounting requirements
and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements
have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied,
during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii)
in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements)
and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments
which will not be material, either individually or in the aggregate). The Company is not currently contemplating to amend or restate
any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company
with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently
aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case,
in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company
has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial
Statements or that there is any need for the Company to amend or restate any of the Financial Statements.


 






     

     


    

 


(g)          Conduct
of Business; Regulatory Permits. Neither the Company nor any of its Significant Subsidiaries is in violation of any term of
or in default under its memorandum and articles of association, Certificate of Incorporation, any certificate of designation, preferences
or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries’ certificate of formation,
memorandum of association, articles of association, certificate of incorporation or bylaws, respectively. Neither the Company nor
any of its Significant Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation
applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business
in violation of any of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate,
have a Material Adverse Effect.


   


(h)            Capitalization.
As of the date hereof, the Company is authorized to issue 51,000,000 shares, US$0.008 par value per share, of which, 3,851,494
are issued and outstanding.


  


(i)          Litigation.
There is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public
board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened
against or affecting the Company or any of its Subsidiaries, the Securities or any of the Company’s or its Subsidiaries’
officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, which is outside of the
ordinary course of business or individually or in the aggregate material to the Company or any of its Subsidiaries.


 


(j)           Environmental
Laws. (i) The Company and its Subsidiaries (A) are in compliance with any and all Environmental Laws (as defined below), (B)
have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective
businesses and (C) are in compliance with all terms and conditions of any such permit, license or approval where, in each of the
foregoing clauses (A), (B) and (C), the failure to so comply could be reasonably expected to have, individually or in the aggregate,
a Material Adverse Effect. The term “Environmental Laws” means all federal, state, local or foreign laws relating to
pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater,
land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened
releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous
Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand
letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated
or approved thereunder.


 


(k)        
Tax Status. The Company and each of its Significant Subsidiaries (i) has timely made or filed all foreign, federal and state
income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely
paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably
adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply.


 






     

     


    

 


(l)         Internal
Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting
(as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP
and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance
with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared
with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference.
The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that are
effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the
1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC,
including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company
in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including
its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions
regarding required disclosure. Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any
accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part
of the internal controls over financial reporting of the Company or any of its Subsidiaries.


 


(m)         Off
Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries
and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings
and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.


 


(n)         Money
Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act
of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, the
laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including,
without limitation, (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations
contained in 31 CFR, Subtitle B, Chapter V.


 


(o)         No
Disagreements with Accountants and Lawyers. Other than as set forth in the SEC Documents, there are no material disagreements
of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and
lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants
and lawyers which could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents.
In addition, on or prior to the date hereof, the Company had discussions with its accountants about its financial statements previously
filed with the SEC. Based on those discussions, the Company has no reason to believe that it will need to restate any such financial
statements or any part thereof.  


 


4.            COVENANTS.


 


(a)          Best
Efforts. Each Buyer shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied
by it as provided in Section 6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the covenants
hereunder and conditions to be satisfied by it as provided in Section 7 of this Agreement.


 


(b)         Prospectus
Delivery. Immediately prior to execution of this Agreement, the Company shall have delivered to the Buyer, and as soon as practicable
after execution of this Agreement the Company shall file, Prospectus Supplements with respect to the Securities to be issued on
the Closing Date, as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder.


 






     

     


    

 


(c)          Stop
Orders. The Company shall advise the Buyer promptly (but in no event later than 24 hours) and shall confirm such advice in
writing: (i) of the Company’s receipt of notice of any request by the SEC for amendment of or a supplement to the Registration
Statement, the Prospectus, or for any additional information; (ii) of the Company’s receipt of notice of the issuance by
the SEC of any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the
Prospectus or any Prospectus Supplement, of the suspension of qualification of the Securities for offering or sale in any jurisdiction,
or the initiation or contemplated initiation of any proceeding for such purpose; (iii) of the Company becoming aware of the happening
of any event, which makes any statement of a material fact made in the Registration Statement, or the Prospectus untrue or which
requires the making of any additions to or changes to the statements then made in the Registration Statement or the Prospectus
in order to state a material fact required by the 1933 Act to be stated therein or necessary in order to make the statements then
made therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, or of the
necessity to amend the Registration Statement or supplement the Prospectus to comply with the 1933 Act or any other law or (iv)
if at any time following the date hereof the Registration Statement is not effective or is not otherwise available for the issuance
of the Securities or any Prospectus contained therein is not available for use for any other reason. Thereafter, the Company shall
promptly notify such holders when the Registration Statement, the Prospectus, and/or any amendment or supplement thereto, as applicable,
is effective and available for the issuance of the Securities. If at any time the SEC shall issue any stop order suspending the
effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus or any Prospectus Supplement,
the Company shall use best efforts to obtain the withdrawal of such order at the earliest possible time.


 


(d)            Reporting
Status. Until the date on which the Buyers shall have sold all of the Securities (the “Reporting Period”),
the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not
terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations
thereunder would no longer require or otherwise permit such termination.


 


(e)           Use
of Proceeds. The Company will use the proceeds from the sale of the Securities as described in the Prospectus Supplement, but
not, directly or indirectly, for (i) the redemption or repurchase of any securities of the Company or any of its Subsidiaries,
or (ii) the settlement of any outstanding litigation.


 


(f)           Listing.
The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Securities upon each
national securities exchange and automated quotation system, if any, upon which the Shares are then listed or designated for quotation
(as the case may be) (subject to official notice of issuance) and shall maintain such listing or designation for quotation (as
the case may be) of the Securities from time to time issuable under the terms of the Transaction Documents on such national securities
exchange or automated quotation system. The Company shall maintain such listing or authorization for quotation (as the case may
be) on the Principal Market, The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market
or the Nasdaq Global Select Market (each, an “Eligible Market”). The Company shall pay all fees and expenses
in connection with satisfying its obligations under this Section 4(f).


 


(g)            Conduct
of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or
regulation of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually
or in the aggregate, in a Material Adverse Effect. 


 


5.          
Intentionally Deleted.


  


6.            CONDITIONS
TO THE COMPANY’S OBLIGATION TO SELL. 


 


The obligation of the
Company hereunder to issue and sell the Securities to each Buyer at the Closing is subject to the satisfaction, at or before the
Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and
may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:


 


(a)           Such
Buyer shall have executed each of the other Transaction Documents to which he is a party and delivered the same to the Company.


 






     

     


    

 


(b)           Such
Buyer and each other Buyer shall have delivered to the Company the Purchase Price for the Securities being purchased by such Buyer
at the Closing by wire transfer of immediately available funds.


 


(c)           The
representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as
of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific
date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in
all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied
with by such Buyer at or prior to the Closing Date.


 


7.            CONDITIONS
TO EACH BUYER’S OBLIGATION TO PURCHASE. 


 


The obligation of each
Buyer hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date, of each
of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer
at any time in his sole discretion by providing the Company with prior written notice thereof:


 


(a)           The
Company shall have duly executed and delivered to such Buyer each of the Transaction Documents and the Company shall have duly
executed and delivered to such Buyer such aggregate number of Securities set forth across from such Buyer’s name in column
(3) of the Schedule of Buyers, as being purchased by such Buyer at the Closing pursuant to this Agreement.


 


(b)         
Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing
Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which
shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects
with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to
the Closing Date.


 


8.            TERMINATION.



 


In the event that the
Closing shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then such Buyer shall have the
right to terminate his obligations under this Agreement with respect to himself at any time on or after the close of business on
such date without liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under
this Section 8 shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have
been consummated by such date is the result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale
and purchase of the Securities shall be applicable only to such Buyer providing such written notice. Nothing contained in this
Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions
of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any
other party of its obligations under this Agreement or the other Transaction Documents.


 


9.            MISCELLANEOUS.


 


(a)          Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address
for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. Nothing contained herein shall be deemed or operate to preclude any Buyer from bringing suit or taking other legal action
against the Company in any other jurisdiction to collect on the Company’s obligations to such Buyer or to enforce a judgment
or other court ruling in favor of such Buyer. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT
TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.


 






     

     


    

 


(b)          Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that
any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an
executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


(c)          Headings;
Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine,
feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include”
and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision
in which they are found.


 


(d)          Severability.
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


  


(e)          Entire
Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto
and the instruments referenced herein and therein supersede all other prior oral or written agreements between the Buyers, the
Company, its Subsidiaries, their affiliates and Persons acting on their behalf, including, without limitation, any transactions
by any Buyer with respect to the Securities, and the other matters contained herein and therein, and this Agreement, the other
Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein
contain the entire understanding of the parties solely with respect to the matters covered herein and therein; provided, however,
nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any
agreements any Buyer has entered into with, or any instruments any Buyer has received from, the Company or any of its Subsidiaries
prior to the date hereof with respect to any prior investment made by such Buyer in the Company or (ii) waive, alter, modify or
amend in any respect any obligations of the Company or any of its Subsidiaries, or any rights of or benefits to any Buyer or any
other Person, in any agreement entered into prior to the date hereof between or among the Company and/or any of its Subsidiaries
and any Buyer, or any instruments any Buyer received from the Company and/or any of its Subsidiaries prior to the date hereof,
and all such agreements and instruments shall continue in full force and effect. Except as specifically set forth herein or therein,
neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No
provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Buyers, and any
amendment to any provision of this Agreement made in conformity with this provision shall be binding on all Buyers and holders
of Securities, as applicable, No waiver shall be effective unless it is in writing and signed by an authorized representative of
the waiving party. 


 






     

     


    

 


(f)            Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party) or electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party
and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail
could not be delivered to such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next
day delivery specified, in each case, properly addressed to the party to receive the same. The addresses, facsimile numbers and
e-mail addresses for such communications shall be:


 


	 	If to the Company:
	 	 
	 	
        China Ceramics Co., Ltd. 

        Unit 2905, 29/F, Metroplaza Tower 2,

        223 Hing Fong Road,

        Kwai Chung, NT,

        Hong Kong



 


If to a Buyer, to its
address, e-mail address and facsimile number set forth on the Schedule of Buyers, with copies to such Buyer’s representatives
as set forth on the Schedule of Buyers.


  


(g)           Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of
the Buyers. A Buyer may assign some or all of its rights hereunder in connection with any transfer of any of its Securities without
the consent of the Company, in which event such assignee shall be deemed to be a Buyer hereunder with respect to such assigned
rights.


 


(h)           No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than
the Indemnitees referred to in Section 9(k).


 


(i)           Survival.
The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its
own representations, warranties, agreements and covenants hereunder.


 


(j)           Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


(k)           Indemnification.
In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder
and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect,
indemnify and hold harmless each Buyer (collectively, the “Indemnitees”) from and against any and all actions,
causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith
(irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including
reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee
as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by
the Company or any Subsidiary in any of the Transaction Documents, or (ii) any breach of any covenant, agreement or obligation
of the Company or any Subsidiary contained in any of the Transaction Documents. To the extent that the foregoing undertaking by
the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable law.


 






     

     


    

 


(l)            Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and
no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the generality
or applicability of a more general representation or warranty.


 (m)          Remedies.
Each Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Securities, shall have
all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted
at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having
any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond
or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights
granted by law. Furthermore, the Company recognizes that in the event that it or any Subsidiary fails to perform, observe, or discharge
any or all of its or such Subsidiary’s (as the case may be) obligations under the Transaction Documents, any remedy at law
would inadequate relief to the Buyers. The Company therefore agrees that the Buyers shall be entitled to specific performance and/or
temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such
case without the necessity of proving actual damages and without posting a bond or other security. The remedies provided in this
Agreement and the other Transaction Documents shall be cumulative and in addition to all other remedies available under this Agreement
and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief).


 


(n)          Independent
Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents are several and
not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations
of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action
taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the
Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption
that the Buyers are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with
respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges
that the Buyers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such
obligations or the transactions contemplated by the Transaction Documents. The decision of each Buyer to purchase Securities pursuant
to the Transaction Documents has been made by such Buyer independently of any other Buyer. Each Buyer acknowledges that no other
Buyer has acted as agent for such Buyer in connection with such Buyer making its investment hereunder and that no other Buyer will
be acting as agent of such Buyer in connection with monitoring such Buyer’s investment in the Securities or enforcing its
rights under the Transaction Documents. The Company and each Buyer confirms that each Buyer has independently participated with
the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and
advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including, without limitation, the rights
arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be
joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and
sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Buyer, and
was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by
any Buyer. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction
Document is between the Company, each Subsidiary and a Buyer, solely, and not between the Company, its Subsidiaries and the Buyers
collectively and not between and among the Buyers.


 


[signature pages follow]


 




     

     


    

 


 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	COMPANY:
	 	 
	 	CHINA CERAMICS CO., LTD.
	 	 	 
	 	By:	 
	 	 	Name: Huang Jia Dong
	 	 	Title: Cheif Executive Officer


 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 





	 	By:	 	 
	 	 	Name: 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name: 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name: 	 



 






     

     


    

 




SCHEDULE OF BUYERS


 





	Buyer	 	Address and Facsimile Number	 	Number of Shares	 	 	Purchase Price	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	[_]	 	 	 	$[_]	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	[_]	 	 	 	$[_]	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	[_]	 	 	 	$[_]