HOL China Holdings Acquisition Corp.

WILMINGTON, Del. and JINJIANG , China, Nov. 13 /PRNewswire-FirstCall/ -- On August 7th, 2009, China Holdings Acquisition Corp. (AMEX:HOL) ("CHAC") announced that it had entered into a definitive share purchase agreement to acquire Jinjiang Hengda Ceramics Co., Ltd. ("Hengda"). Hengda is a leading Chinese manufacturer of ceramic tiles used for exterior siding and for interior flooring and design in residential and commercial buildings. A special meeting of stockholders of China Holdings Acquisition Corp. will be held at the offices of Loeb & Loeb, 345 Park Avenue, New York, New York on November 20, 2009 at 9:00 am to vote on the acquisition of Hengda. Following a successful vote and the completion of the transaction, CHAC will redomesticate to the BVI and the new company will be called China Ceramics Co., Ltd ("China Ceramics"). The transaction, which has been unanimously approved by the board of directors of CHAC, is expected to be completed by November 21, 2009. The proxy statement/prospectus and other relevant documents are filed with the SEC under the company name China Ceramics and can be obtained, without charge, from the SEC's website at http://www.sec.gov/. Recent Developments The following is preliminary summary third quarter 2009 financial information for Hengda. Highlights -- Revenue for the third quarter ending September 30,2009 increased 15.8% compared to the third quarter ending September 30, 2008 and revenue for nine months ending September 30, 2009 increased by 9.6% from the equivalent period in 2008 -- Net income for the third quarter ending September 30, 2009 increased 18.8% compared to the third quarter ending September 30, 2008 and net income for nine months ending September 30, 2009 decreased by 2.8% from the equivalent period in 2008 since the tax rate changed from approximately 12.5% in 2008 to approximately 25% in 2009 -- Earnings Before Interest Tax Depreciation and Amortization ("EBITDA") for the third quarter 2009 increased 36.3% compared to the third quarter 2008 and EBITDA for 9 months 2009 increased by 12.7% from the equivalent period in 2008 -- Sales volume for the third quarter increased by 16.4% compared to the third quarter 2008 -- Average selling price per square meter increased by 4.3% from Q2 2009 -- Sales volume backlog for Q4 2009 (as of October 15) was 8.7 mm square meters, which is 20% year over year growth from 7.2 mm square meters Q4 2008 Summary Financials In RMB '000 Q3 2009 Q2 2009 Q3 2008 9 Mo. 2009 9 mo. 2008 -------------------------------------------------------- Revenue 248,911 221,497 214,974 648,640 591,807 Net Income 52,698 43,096 44,340 126,963 130,557 EBITDA 74,804 61,628 54,878 182,373 161,782 Sales volume (square meters) 9,369,226 8,692,665 8,046,826 25,027,824 21,639,226 Average selling price (RMB/per square meter) 26.6 25.5 26.7 25.9 27.4 In US$'000 Q3 2009 Q2 2009 Q3 2008 9 Mo. 2009 9 mo. 2008 -------------------------------------------------------- Revenue 36,337 32,335 31,383 94,692 86,395 Net Income 7,693 6,291 6,473 18,535 19,059 EBITDA 10,920 8,997 8,011 26,624 23,618 In RMB '000 In US$'000 -------------------------------------------- Q3 2009 Q2 2009 Q3 2009 Q2 2009 Cash and Bank Balances 162,344 93,247 23,700 13,613 Inventories 102,327 107,845 14,938 15,744 Trade Receivables 291,227 251,664 42,515 36,739 Trade Payables 118,502 97,847 17,300 14,284 Interest-bearing bank borrowings 34,500 34,500 5,036 5,036 Note: Converted at 6.85 RMB/US$ Non GAAP Reconciliation In RMB '000 9 Mo. 9 Mo. Q3 2009 Q2 2009 Q3 2008 2009 2008 -------------------------------------------------- Net Income 52,698 43,096 44,340 126,963 130,557 -------------------------------------------------- Plus Tax 17,668 14,369 6,350 42,648 18,894 Plus Interest 513 208 263 929 660 Plus Dep. and Amort. 3,925 3,955 3,925 11,833 11,671 -------------------------------------------------- EBITDA 74,804 61,628 54,878 182,373 161,782 In US$'000 9 Mo. 9 Mo. Q3 2009 Q2 2009 Q3 2008 2009 2008 -------------------------------------------------- Net Income 7,693 6,291 6,473 18,535 19,059 -------------------------------------------------- Plus Tax 2,579 2,098 927 6,226 2,758 Plus Interest 75 30 38 136 96 Plus Dep. and Amort. 573 577 573 1,727 1,704 -------------------------------------------------- EBITDA 10,920 8,997 8,011 26,624 23,618 Note: Converted at 6.85 RMB/US$ About China Holdings Acquisition Corp. Founded in 2007, China Holdings Acquisition Corp. ("CHAC") is a blank check company focused on acquiring companies with primary operations in Asia through a merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination or contractual arrangements. CHAC currently has no operating businesses. Additional Information about the Transaction and Where to Find It In connection with the proposed acquisition, China Ceramics Co., Ltd. has prepared a registration statement containing a proxy statement/prospectus that is filed with the SEC. The definitive proxy statement/prospectus and a form of proxy have been mailed to the stockholders of CHAC, seeking their approval of the transaction. Stockholders are urged to read the proxy statement/prospectus regarding the proposed acquisition carefully and in its entirety because it will contain important information about the proposed acquisition. Stockholders can obtain, without charge, a copy of the proxy statement/prospectus and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov/. Stockholders will also be able to obtain, without charge, a copy of the proxy statement/prospectus and other relevant documents (when available) by directing a request by mail to Mark L. Wilson at China Holdings Acquisition Corp., 1000 North West Street Suite 1200, Wilmington, DE. 19801, or by telephone at (302) 295-4832. CHAC and its directors and officers may be deemed to be participants in the solicitation of proxies from CHAC's stockholders with respect to the proposed acquisition. Information about CHAC's directors and executive officers and their ownership of CHAC's common stock and warrants is set forth in CHAC's annual report on Form 10-K for the Fiscal Year ended December 31, 2008. Stockholders may obtain additional information regarding the interests of CHAC and its directors and executive officers in the proposed acquisition, which may be different than those of CHAC's stockholders generally, by reading the proxy statement/prospectus and other relevant documents regarding the proposed acquisition when filed with the SEC. Non-GAAP Financials The financial information and data contained in this communication is unaudited and does not conform to the SEC's Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, CHAC's proxy statement to solicit stockholder approval for the proposed acquisition of Hengda. This communication includes certain estimated financial information that is not derived in accordance with generally accepted accounting principles ("GAAP"), and which may be deemed to be non-GAAP financial measures within the meaning of Regulation G promulgated by the SEC. CHAC and Hengda believe that the presentation of these non-GAAP financial measures serves to enhance the understanding of the financial performance of Hengda and the proposed acquisition. However, these non-GAAP financial measures should be considered in addition to and not as substitutes for, or superior to financial measures of financial performance prepared in accordance with GAAP. Our pro forma financial measures may not be comparable to similarly titled pro forma measures reported by other companies. This communication contains disclosure of EBITDA for certain periods, which may be deemed to be a non-GAAP financial measure within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Management believes that EBITDA, or earnings before interest, taxes, depreciation and amortization, is an appropriate measure of evaluating operating performance and liquidity, because it reflects the resources available for strategic opportunities including, among others, investments in the business and strategic acquisitions. EBITDA may not be comparable to similarly titled measures reported by other companies. EBITDA is not a recognized term under U.S. GAAP, and EBITDA should be considered in addition to, and not as substitutes for, or superior to, operating income, cash flows, revenues, or other measures of financial performance prepared in accordance with generally accepted accounting principles. EBITDA is not a completely representative measure of either the historical performance or, necessarily, the future potential of Hengda. Forward-Looking Statements This press release includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this press release include matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this press release. Such risk factors include, among others: future operating or financial results; future growth expectations and acquisitions; uncertainties as to the timing of the acquisition; approval of the transaction by CHAC stockholders; the satisfaction of closing conditions to the transaction; costs related to the acquisition; the performance of Hengda; the impact of inflation generally as well as on the rising costs of materials; specific economic conditions in China generally or in the markets in which Hengda Ceramics operates; changes in laws and regulations; potential liability from future litigation; the diversion of management time on acquisition and integration related issues; modifications or adjustments to the financial statements of Hengda as a result of applicable securities laws; and general economic conditions such as inflation or recession. Actual results may differ materially from those contained in the forward-looking statements in this communication and documents filed with the SEC. CHAC undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after the date of this communication. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. All forward-looking statements are qualified in their entirety by this cautionary statement. DATASOURCE: China Holdings Acquisition Corp. CONTACT: Mark L. Wilson, of China Holdings Acquisition Corp., +1-302-295-4832

Copyright