[Registration No. 333-189186 AMENDMENT NO. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 China Commercial Credit, Inc. Delaware 6199 45-4077653 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) No. 1688, Yunli Road, Tongli Wujiang, Jiangsu Province People’s Republic of China (86-0512) 6396-0022 (Address, including zip code,] [CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CHINA COMMERCIAL CREDIT, INC. Corporation China Commercial Credit, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “ 1. The Certificate of Incorporation of the Corporation is hereby amended by deleting Article Fourth thereof in its entirety and inserting the following in lieu] [CHINA COMMERCIAL CREDIT, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK GENERAL CORPORATION LAW OF THE STATE OF DELAWARE Designation; Number of Shares The designation of said series of Preferred Stock shall be Series A Convertible Preferred Stock (the "Series A Preferred Stock"). The number of shares of Series A Preferred Stock shall] [CHINA COMMERCIAL CREDIT, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK GENERAL CORPORATION LAW OF THE STATE OF DELAWARE Designation; Number of Shares 1. The designation of said series of Preferred Stock shall be Series B Convertible Preferred Stock (the "Series B Preferred Stock"). The number of shares of Series B Preferred Stock] [EX-4.1 5 fs1a2ex4i_chinacomm.htm SPECIMEN COMMON STOCK CERTIFICATE***] [China Commercial Credit, Inc No. 1688, Yunli Road, Tongli Wujiang, Jiangsu Province People’s Republic of China (86-0512) 6396-0022 August 1, 2012 Regeneration Capital Group, LLC 156 West 56th Street Suite 1605 New York, NY 10019 Attn: Richard Kaufman Dear Mr. Kaufman, Series A Subscription Agreements Company Series A Stock Series B Subscription Agreements Series B Stock Regeneration Regeneration Shares Offering] [CHINA COMMERCIAL CREDIT, INC. No. 1688, Yunli road, Tongli Wujiang, Jiangsu Province People’s Republic of China (86-0512) 6396-0022 January 6, 2013 John F. Levy 110 Oak Tree Pass Westfield, NJ 07090 Tel: 908-518-0781 Re: Director Offer Letter Dear Mr. Levy: Company Board Agreement China Commercial Credit, Inc., a Delaware corporation (the “ 1. Term . 2. Services . Schedule A] [CHINA COMMERCIAL CREDIT, INC. No. 1688, Yunli road, Tongli Wujiang, Jiangsu Province People’s Republic of China (86-0512) 6396-0022 August 15, 2012 Re: Director Offer Letter Dear Company Board Agreement China Commercial Credit, Inc., a Delaware corporation (the “ 1. Term . 2. Services . Schedule A attached hereto Duties 3. Compensation . You shall be reimbursed for reasonable and approved] [CHINA COMMERCIAL CREDIT, INC. No. 1688, Yunli road, Tongli Wujiang, Jiangsu Province People’s Republic of China (86-0512) 6396-0022 August 15, 2012 Re: Director Offer Letter Dear Company Board Agreement China Commercial Credit, Inc., a Delaware corporation (the “ 1. Term . 2. Services . Schedule A attached hereto Duties 3. Compensation . You shall be reimbursed for reasonable and approved] [CHINA COMMERCIAL CREDIT, INC. No. 1688, Yunli road, Tongli Wujiang, Jiangsu Province People’s Republic of China (86-0512) 6396-0022 August 15, 2012 Re: Director Offer Letter Dear Company Board Agreement China Commercial Credit, Inc., a Delaware corporation (the “ 1. Term . 2. Services . Schedule A attached hereto Duties 3. Compensation . You shall be reimbursed for reasonable and approved] [INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the inclusion in this Registration Statement of China Commercial Credit, Inc. on Form S-1 Amendment #2 File No. 333-189186 of our report dated April 22, 2013, with respect to our audits of the consolidated financial statements of China Commercial Credit, Inc. as of December 31, 2012 and 2011 and for the] [CHINA COMMERCIAL CREDIT, INC. CODE OF ETHICAL CONDUCT I. INTRODUCTION As individuals we value integrity, honesty, ethical conduct and fairness. We believe in applying, and we apply these values to our behavior as employees, managers, officers and directors. CCC As a company, China Commercial Credit, Inc. and its subsidiaries and consolidated variable interest entities. (collectively, “ Managers are expected to]