As filed with the Securities and Exchange
Commission on June 2, 2022
Registration No. 333-258782
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
TO
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Antelope Enterprise Holdings Ltd.
(Exact name of registrant as specified in its
charter)
British Virgin
Islands |
|
Not Applicable |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
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 offices, including
zip code)
Copies to:
Ralph V. De Martino, Esq.
Marc E. Rivera, Esq.
ArentFox Schiff LLP
1717 K Street NW
Washington, DC 20006
Tel: (202)724-6848
Fax: (202) 778-6460
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant
to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the SEC pursuant to Rule
462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ¨
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of
the Securities Act. ¨
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
The information in this prospectus
is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell securities and it is not soliciting an offer to buy securities in any
state where the offer or sale is not permitted.
Subject to Completion, dated
June [__], 2022
PRELIMINARY PROSPECTUS
2,218,702 Shares, 566,379 sold in a private
placement and 1,652,323
issuable upon exercise of outstanding warrants
sold in private placements, offered by the Selling Shareholders,
of
Antelope Enterprise Holdings, Ltd.
This prospectus
relates to the offer and sale of up to 566,379 shares of our common shares in a private placement at a price of $2.32 per share (the
“December 2020 Shares”), 588,236 shares of our common shares issuable upon the exercise of warrants at an exercise price
of $3.57 per share (the “February 2021 Warrants”), up to 58,824 of our common shares issuable upon the exercise of
placement agent warrants at an exercise price of $4.46 per share (the “February 2021 Placement Agent Warrants”), up to
913,875 of our common shares issuable upon the exercise of warrants at an exercise price of $3.42 per share (the “June 2021
Warrants”), and up to 91,388 of our common shares issuable upon the exercise of placement agent warrants at an exercise price
of $4.35 per share (the “June 2021 Placement Agent Warrants”). Our common shares are issuable upon exercise of these
warrants which are currently held by certain Selling Shareholders named in this prospectus. We issued the June 2021 Warrants and the
June 2021 Placement Agent Warrants in connection with the June 2021 capital raising transaction, and the February 2021 Warrants and
the February 2021 Placement Agent Warrants - in connection with the February 2021 capital raising transaction. The shares issuable
upon exercise of such warrants may be offered for sale from time to time by the Selling Shareholders. We will receive proceeds from
any exercises of the above warrants, but not from the sale of the underlying common shares.
The Selling Shareholders
may sell any or all of the shares on any stock exchange, market or trading facility on which the Shares are traded or in privately negotiated
transactions at fixed prices that may be changed, at market prices prevailing at the time of sale or at negotiated prices. Information
on the Selling Shareholders and the times and manners in which they may offer and sell our shares is described under the sections entitled
“Selling Shareholders” and “Plan of Distribution” in this prospectus. While we will bear all costs, expenses
and fees in connection with the registration of the Shares, we will not receive any of the proceeds from the sale of our shares by the
Selling Shareholders.
The PCAOB announced
on December 16, 2021 that it had determined that it was unable to inspect or investigate completely Centurion ZD CPA & Co., which
audited the Company’s financial statements included in our Annual Report on Form 20-F for year ended December 31, 2021. On May
9, 2022, the SEC provisionally identified the Company as a Commission-Identified Issuer on the SEC’s website at www.sec.gov/HFCAA.
That provisional identification became final on May 31, 2022. The Holding Foreign Companies Accountable Act (HFCAA) states that if the
SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection
by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares from being traded on a national securities
exchange or in the over the counter trading market in the United States. If the SEC makes the same determination in 2023 and 2024 due
to the PCAOB’s continued inability to inspect or investigate completely the Company’s independent auditor, the SEC could
prohibit trading of our shares on the NASDAQ Capital Market, any other U.S. securities exchange, and in the over-the-counter market as
early as 2024 and, as a result, Nasdaq may determine to delist our shares. Such a trading prohibition and delisting would substantially
impair, if not preclude your ability to sell or purchase our securities, and the risks and uncertainties associated with a potential
trading prohibition could have a negative impact on the price of our shares in the near term. Further, new laws and regulations or changes
in laws and regulations could affect our ability to continue to have our securities listed on Nasdaq, which could materially impair the
market for, and market price of, our securities. In addition, if certain legislation pending in the U.S. Congress, and passed by the
U.S. Senate, becomes law, such a prohibition could take effect as early as 2023.
Our shares are currently
traded on the Nasdaq Stock Market under the symbol “AEHL”. On May 27, 2022, the closing price for our shares on Nasdaq was
$0.792 per share.
In the prospectus, Antelope
Enterprise Holdings Limited is referred to as “Antelope Enterprise.” We refer to our subsidiaries as follows: Success Winner
Limited, a British Virgin Islands company and a wholly owned subsidiary, is referred to as “Success Winner,” Stand Best Creation
Limited, a Hong Kong company and wholly owned subsidiary of Success Winner, is referred to as “Stand Best,” Jinjiang Hengda
Ceramics Co., Ltd., a wholly-owned PRC subsidiary of Stands Best, is referred to as “Hengda,” Jiangxi Hengdali Ceramics Material
Co., Ltd., a wholly-owned PRC subsidiary of Hengdais referred to as “Hengdali,” Antelope Enterprise (HK) Holdings Limited,
a Hong Kong company and wholly owned subsidiary of Success Winner, is referred to as “Antelope (HK),” Antelope Holdings (Chengdu)
Co., Ltd., a wholly-owned PRC subsidiary of Antelope (HK) , is referred to as “Antelope (Chengdu),” Vast Elite Limited, a
Hong Kong company and wholly owned subsidiary of Success Winner, is referred to as “Vast Elite,” Chengdu Future Talented
Management and Consulting Co., Ltd. , a wholly-owned PRC subsidiary of Vast Elite, is referred to as “Chengdu Future”. This
information is provided to clarify our disclosure as it relates to the various entities in our corporate structure. Currently, we have
four indirectly held subsidiaries in mainland China. Hengda and Hengdali, both of which manufacture ceramic titles; Antelope Chengdu
which is engaged in computer consulting and software development; and Chengdu Future which is engaged in business management and consulting
services.
Antelope Enterprise, our
ultimate British Virgin Islands holding company, does not have any substantive operations other than indirectly holding the equity interest
in our operating subsidiaries in China and other countries and regions. As of the date of this prospectus, (i) Antelope Enterprise’s
business operations are carried out inside China; and (ii) it does not maintain any variable interest entity structure or operate any
data center in China. Antelope Enterprise may still be subject to PRC laws relating to, among others, data security and restrictions
over foreign investments due to the complexity of the regulatory regime in China, and the recent statements and regulatory actions by
the PRC government relating to data security may affect our business operations in China or even our ability to offer securities in the
United States. Neither Antelope Enterprise nor any of our subsidiaries has obtained the approval from either the China Securities Regulatory
Commission (the “CSRC”) or the Cyberspace Administration of China (the “CAC”) for any offering we or the selling
shareholders may make under this prospectus and any applicable prospectus supplement, and Antelope Enterprise does not intend to obtain
the approval from either the CSRC in connection with any such offering, since Antelope Enterprise does not believe, based upon advice
of our PRC counsel, Allbright Law Offices, that such approval is required under these circumstances or for the time being. There can
be no assurance, however, that regulators in China will not take a contrary view or will not subsequently require us to undergo the approval
procedures and subject us to penalties for non-compliance. See “Risk Factors—Risks Related to Doing Business in China.”
Recent statements and regulatory
actions by the Chinese government have targeted those companies whose operations involves cross-border data security or anti-monopoly
concerns.
With regard
to data security, China promulgated several important laws recently. Among them, on June 10, 2021, China promulgated the PRC Data Security
Law ("DSL"), which became effective on September 1, 2021. The legislative intent for this law mainly includes regulating data
processing activities, ensuring data security, promoting data development and utilization, protecting the data-related legitimate rights
and interests of individuals and organizations, and safeguarding national sovereignty, security and development interests. Article 36
provides that any Chinese entity that provides data to foreign judicial or law enforcement agencies (regardless of whether directly
or through a foreign entity) without approval from the Chinese authority would likely be deemed to be in violation of DSL. In addition,
pursuant to Article 2 of Measures for Cybersecurity Reviews (the “Measures”), the procurement of any network product or service
by an operator of critical information infrastructure that affects or may affect national security shall be subjected to a cybersecurity
review under the Measures. Pursuant to Article 35 of Cybersecurity Law of the People's Republic of China, where “critical information
infrastructure operators” purchase network products and services, which may influence national security, the operators are required
to be subjected to a cybersecurity review. Our subsidiaries, Hengda and Hengdali, are manufacturers of ceramic tiles and they do not
operate any critical information infrastructure. Our remaining two Chinese subsidiaries, Antelope Chengdu and Antelope Futures are engaged
in computer consulting and software development, and they do not operate any critical information infrastructure. As a result we do not
believe that these new legal requirements are applicable to our subsidiaries. However, the exact scope of the term “critical information
infrastructure operator” remains unclear, so there can be no assurance that our subsidiaries will not be subjected to critical
information infrastructure operator review in the future. Furthermore, in the event that Antelope Chengdu and Antelope Futures become
operators of critical information infrastructure in the future they may be subjected to the above-described regulation.
With regard
to anti-monopoly, Article 3 of Anti-Monopoly Law of the People's Republic of China (the “Anti-Monopoly Law”) prohibits "monopolistic
practices," which include: a) the conclusion of monopoly agreements between operators; b) the abuse of dominant market position
by operators; and c) concentration of undertakings which has or may have the effect of eliminating or restricting market competition.
Also, according to Article 19 of the Anti-Monopoly Law, the operator(s) will be assumed to have a dominant market position if the following
apply: a) an operator has 50% or higher market share in a relevant market; b) two operators have 66% or higher market share in a relevant
market; c) three operators have 75% or higher market share in a relevant market. We believe that none of our subsidiaries in China has
engaged in any monopolistic practices in China, and that recent statements and regulatory actions by the Chinese government do not impact
our ability to conduct business, accept foreign investments, or list on a U.S. or other foreign stock exchange. However, there can be
no assurance that regulators in China will not promulgate new laws and regulations or adopt new series of interpretations or regulatory
actions which may require our Chinese subsidiaries to meet new requirements on the issues mentioned above. See “Risk Factors—Risks
Related to Doing Business in China.”
In general, rules and regulations
in China can change quickly with little advance notice, creating substantial uncertainty. Changes in the PRC legal system may adversely
affect our business and operation. See “Risk Factors—Risks Related to Doing Business in China.”
Cash transfers within our organization
are effected by means of bank wires. For example, if a subsidiary needs a cash advance for working capital needs, management will decide
which entity in our organization will loan the required cash to that subsidiary, and we will cause Antelope Enterprises or one of our
subsidiaries to make the loan. The proceeds of the loan will be wired to the borrower subsidiary and will be recorded on our books as
‘Inter-Company due.’ Such loan amounts are eliminated in our consolidated financial statements. Cash transferred outside
of our organization to satisfy our obligations to third parties are also effected via wire transfer. We have no current plans to distribute
earnings. No dividends or distributions have been made during the three years preceding the date of this Prospectus.
We may amend or supplement
this prospectus from time to time by filing amendments or supplements as required.
Investing in our securities involves risks.
See “Risk Factors” beginning on page 5 of this prospectus.
Neither the Securities and Exchange Commission
(the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated [______, __], 2022
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of
a registration statement that we filed with the Securities and Exchange Commission. Under this registration process, the selling shareholders
may from time to time sell up to 2,218,702 Shares in one or more offerings. This prospectus provides you with a general description of
the securities that our selling shareholders may offer. Specific information about the offering may also be included in a prospectus
supplement, which may update or change information included in this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading “Where You Can Find More Information.”
You should rely only on the
information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by or
on our behalf. Neither we, nor the selling shareholders, have authorized any other person to provide you with different or additional
information. Neither we, nor the selling shareholders, take responsibility for, nor can we provide assurance as to the reliability of,
any other information that others may provide. The selling shareholders are not making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus
or such other date stated in this prospectus, and our business, financial condition, results of operations and/or prospects may have
changed since those dates.
Except as otherwise set forth
in this prospectus, neither we nor the selling shareholders have taken any action to permit a public offering of these securities outside
the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United
States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering
of these securities and the distribution of this prospectus outside the United States.
Certain Defined Terms and Conventions
Unless otherwise indicated,
references in this prospectus to:
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• |
“China” or the “PRC”
are to the People’s Republic of China, excluding, for the purpose of this prospectus only, Taiwan and the special administrative
regions of Hong Kong and Macau. |
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“Warrants” collectively refers to the February 2021 Warrants,
February 2021 Placement Agent Warrants, June 2021 Warrants, and June 2021 Placement Agent Warrants. |
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“RMB”
and “Renminbi” are to the legal currency of China (see “Exchange Rate Information” for translations of RMB
into U.S. dollars in this prospectus). This prospectus contains translations of certain RMB amounts into U.S. dollar amounts at specified
rates. We make no representation that the RMB or U.S. dollar amounts referred to in this prospectus could have been or could be converted
into U.S. dollars or RMB, as the case may be, at any particular rate or at all (also see “Risk Factors”). On May 20,
2022, the exchange rate was RMB 6.6921 to US$1.00. |
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“shares” are to our shares, par value US$0.024 per share. |
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“US$” and “U.S. dollars” are to the legal currency
of the United States. |
WHERE YOU CAN FIND MORE INFORMATION
For the purposes of this
section, the term registration statement means the original registration statement and any and all amendments including the schedules
and exhibits to the original registration statement or any amendment. This prospectus does not contain all of the information included
in the registration statement we filed. For further information regarding us and the Shares offered in this prospectus, you may desire
to review the full registration statement, including the exhibits. The registration statement, including its exhibits and schedules,
may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C.
20549. You may obtain information on the operation of the public reference room by calling 1-202-551-8090. Copies of such materials are
also available by mail from the Public Reference Branch of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates.
In addition, the SEC maintains a website (http://www.sec.gov) from which interested persons can electronically access the registration
statement, including the exhibits and schedules to the registration statement.
We are subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are applicable to a foreign private
issuer. In accordance with the Exchange Act, we file reports with the SEC, including annual reports on Form 20-F. We also furnish to
the SEC under cover of Form 6-K material information required to be made public in the British Virgin Islands, filed with and made public
by any stock exchange or automated quotation system or distributed by us to our shareholders. As a foreign private issuer, we are exempt
from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. In addition, our officers,
directors and principal shareholders are exempt from the “short-swing profits” reporting and liability provisions contained
in Section 16 of the Exchange Act and related Exchange Act rules.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with them. This means that we can disclose important information to you by referring you
to those documents. Each document incorporated by reference is current only as of the date of such document, and the incorporation by
reference of such documents should not create any implication that there has been no change in our affairs since the date thereof or
that the information contained therein is current as of any time subsequent to its date. The information incorporated by reference is
considered to be a part of this prospectus and should be read with the same care. When we update the information contained in documents
that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference in this prospectus
is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency between information
contained in this prospectus and information incorporated by reference into this prospectus, you should rely on the information contained
in the document that was filed later.
We incorporate by reference
the documents listed below:
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our Annual Report on Form 20-F for the fiscal year ended December
31, 2021 filed with the SEC on April
29, 2022; and |
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with respect to each offering of securities under this prospectus,
all our subsequent Annual Reports on Form 20-F and any report on Form 6-K that (i) we file or furnish with the SEC on or after the
date on which this prospectus is first filed with the SEC and until the termination or completion of the offering under this prospectus
and (ii) indicates that it is being incorporated by reference in this prospectus. |
Unless expressly incorporated
by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the
SEC. We will provide to each person, including any beneficial owner, who receives a copy of this prospectus, upon written or oral request,
without charge, a copy of any or all of the documents we refer to above which we have incorporated by reference in this prospectus, except
for exhibits to such documents unless the exhibits are specifically incorporated by reference into this prospectus. You should direct
your requests to the attention of our chief financial officer at our principal executive office located in c/o Junbing Industrial Zone,
Anhai, Jinjiang City, Fujian Province, PRC. Our telephone number at this address is +86 (595) 8576 5053 and our fax number is Fax: +86
(595) 8576 5059.
You should rely only on the
information contained or incorporated by reference in this prospectus, in any applicable prospectus supplement or any related free writing
prospectus that we may authorize to be delivered to you. We have not authorized any other person to provide you with different information.
If anyone provides you with different or inconsistent information, you should not rely on it. We will not make an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus,
the applicable supplement to this prospectus or in any related free writing prospectus is accurate as of its respective date, and that
any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate
otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.
PROSPECTUS SUMMARY
Our Business
We are a Chinese 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,” brands are available in over two thousand styles, colors and size combinations.
Currently, we have five principal product categories: porcelain tiles, glazed tiles, glazed porcelain tiles, rustic tiles, and polished
glazed tiles. Ceramic tiles are widely used in the PRC as a construction material for residential and commercial buildings. Ceramic tiles
are used for flooring, interior walls for decorative purposes and on exterior siding due to their resistance to temperature, extreme
environments, erosion, abrasion and discoloration for extended periods of time. Our manufacturing facilities, operated by Jinjiang Hengda
Ceramics Co., Ltd., are located in Jinjiang, Fujian Province, and our manufacturing facilities, operated by Jiangxi Hengdali Ceramic Materials
Co., Ltd., are located in Gaoan, Jiangxi Province. We have begun to execute on a corporate diversification strategy by incorporating new
subsidiaries which are mainly engaged in trending technology businesses in China. These include business management and consulting including
human resource restructuring and optimization, information system technology consulting services including the sales of software use
rights for digital data deposit platforms and asset management systems, and an online social media platform including live streaming
and e-commence platform development and consulting. Two of our new subsidiaries, Chengdu Future and Antelope Chengdu, made a modest contribution
to our financial performance for the year ended December 31, 2020, and Hainan Kylin Cloud Services, Antelope Chengdu and Chengdu Future
jointly made a significant contribution to our financial performance for the year ended December 31, 2021.
Chengdu Future Talented
Management and Consulting Co., Ltd (“Chengdu Future”), located in Chengdu, Sichuan Province, engages in a wide range of business
consultancy services. Its main focus is to provide comprehensive consulting services in the areas of enterprise management, information
systems, human resource management and operations engineering. It helps enterprises to develop and implement innovative solutions to
enable their growth, improve their performance and efficiency and to resolve technical pain points to ensure their financial and operational
stability. Chengdu Future plans to continue to expand the scope of its services and penetrate new markets across China.
Antelope Holdings
(Chengdu) Co., Ltd., (“Antelope Chengdu”), located in Chengdu, Sichuan Province, engages in management consulting services
including system process consulting, project analysis, financial analysis, and software products and services. It diagnoses difficulties
in infrastructure and enterprise systems and addresses business challenges that enterprises confront by developing strategies to surmount
such hurdles to ensure the healthy growth and development of its client companies. Its consulting teams have advanced technological knowledge
and capabilities to implement workflow solutions via proprietary software products and services to help its enterprise clients with customized
solutions to solve complex problems. Antelope Chengdu plans to continue to expand the scope of its services and penetrate new markets
across China.
Hainan Kylin Cloud
Services Technology Co., Ltd (“Hainan Kylin”), headquartered in Hainan Province, is an SAAS service platform that
engages in online social media platforms, including live streaming and e-commence platform development and consulting. Its online
presence includes a human resources platform that matches enterprises with a wide range of freelance workers and entrepreneurs. It
is a leader in online employment matching, including technical, professional and industrial supply chain job candidates, and replaces the
traditional human resource structure. Its online platform also provides entrepreneurial business consulting, skills training,
resources for self-employment, counseling, compensation payment system services and other financial services. The Hainan Kylin
online employment platform is designed to save enterprises significant costs in recruiting and hiring and covers 32 provinces
in the PRC. Hainan Kylin also operates social e-commerce platforms such as Yunji E-Commerce, Leke Unicorn, Douyin Live, KK Live, and
others. It currently operates as a multi-channel network, or influencer network, that works with live streaming video platforms to
make their programming, partnerships digital rights, revenue and monetization effective. It plans to expand its live streaming
online platforms by developing an array of professional anchor broadcasters, as well as discover and provide amateur anchors with
training services, who would provide value-added content and services. Hainin Kylin integrates hundreds of Internet, blockchain and
financial institutions on to its online platforms. Its growth plans include entry into digital entertainment such as video games,
computer hardware digital products and e-sports.
Corporate Information
Our principal executive
office is located at Junbing Industrial Zone, Anhai, Jinjiang City, Fujian Province, People’s Republic of China. Our telephone
number at this address is +86 595 8576 5053. Our registered office is Craigmuir Chambers, Road Town, Tortola, British Virgin Islands,
and our registered agent is Harneys Corporate Services Limited. We maintain a website at http://www.cceramics.com that contains information
about our company. Information on this web site is not part of this prospectus.
December 2020 Private Placement
On December 7, 2020, the
Company executed subscription agreements (each a “Subscription Agreement”) in connection with a $1,314,001 private placement
of its ordinary shares with three accredited investors at the price of $2.32 per share (the “December 2020 Shares”). All
respective purchasers in the offering were “accredited investors” (as such term is defined under rules and regulations promulgated
under the Securities Act), and the Company sold the securities in the Offering in reliance upon an exemption from registration contained
in Section 4(2) and Rule 506 under the Securities Act. There were no discounts or brokerage fees associated with this offering. The net
proceeds of the offering were used for working capital and general corporate purposes.
February 2021 Capital Raising Transaction
On February 12, 2021, we
entered into a Securities Purchase Agreement with certain institutional investors for the sale by the Company of 588,236 shares at a
purchase price of $3.57 per share. The shares were offered by us pursuant to the shelf registration statement on Form F-3 (File No. 333-228182),
which was declared effective by the Securities and Exchange Commission on November 19, 2019. Concurrently with the sale of the shares,
the Company also sold the February 2021 Warrants to purchase 588,236 shares. The aggregate gross proceeds of this offering were approximately
$2.1 million, before commissions and expenses. Subject to certain beneficial ownership limitations, the five-year February 2021 Warrants
will be immediately exercisable at an exercise price equal to $3.57 per share, subject to adjustments as provided under the terms of
the February 2021 Warrants, and will terminate on the five-year anniversary of the initial exercise date of the February 2021 Warrants.
The closing of the sales of these securities took place on February 17, 2021.
The warrants and
the shares issuable upon exercise of the warrants were sold without registration under the Securities Act in reliance on the exemptions
provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the
Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.
Dawson James Securities,
Inc. acted as our exclusive placement agent, on a best-efforts basis, in connection with the offering. We agreed to pay the Placement
Agent a cash placement fee equal to 8% of the gross proceeds of the offering, plus other expenses of the Placement Agent not to exceed
$45,000. The Placement Agent also received five-year February 2021 Placement Agent Warrants to purchase up to a number of common shares
equal to 5% of the aggregate number of shares sold in the offering, including the warrant shares issuable upon exercise of the warrants,
which such Placement Agent warrants have substantially the same terms as the February 2021 Warrants sold in the offering, except that
such February 2021 Placement Agent Warrants have an exercise price of $4.46 per share and will be exercisable six months from the effective
date of the February 2021 offering and will terminate on the five year anniversary of the effective date of the February 2021 offering.
June 2021 Capital Raising Transaction
On June 10, 2021,
we entered into Securities Purchase Agreements with three institutional accredited investors pursuant to which the Company sold 913,875
of its common shares at the per share price of $3.42 (which was priced in excess of the average of the five-day closing price for the
Company’s common shares preceding execution of the SPA, which was $3.42). In a concurrent private placement, we sold to such investors
June 2021 Warrants to purchase 913,875 common shares (the “June 2021 Warrants”). The June 2021 Warrants have an exercise
price per share of $3.42, subject to adjustment, and have a term of five years. The June 2021 Warrants were sold without registration
under the Securities in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a
public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors. The proceeds of the transaction were
used for working capital and general working purposes. The transactions yielded gross proceeds to the Company of $3,180,285, before payment
of commissions and expenses.
Dawson James Securities,
Inc. acted as the Company’s exclusive placement agent in connection with the June 2021 offering. The Company paid the Placement
Agent a fee equal to 8.0% of the gross proceeds of the offering, and a non-accountable expense allowance of $35,000. In addition, the
Company issued June 2021 Placement Agent Warrants to the Placement Agent to purchase a number of common shares equal to 5.0% of the aggregate
number of shares sold to the investors in the June 2021 offering, as well as the warrant shares issuable upon exercise of the June 2021
Warrants issued in the concurrent private placement, as additional placement agency compensation. The June 2021 Placement Agent Warrants
have substantially the same terms as the June 2021 Warrants, except that the June 2021 Placement Agent Warrants have an exercise price
of $4.35. The Placement Agent received customary indemnification in connection with the offering.
Risks Factors
• Recent
regulatory developments in China may subject us to additional regulatory review and disclosure requirement, expose us to government interference,
or otherwise restrict our ability to offer securities and raise capital outside China, all of which could materially and adversely affect
our business and the value of our securities.
• Our Ordinary
Shares may be delisted under the HFCA Act if the PCAOB is unable to inspect our auditors with presence in China, and the delisting of
our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.
• The PRC
government has significant influence over companies with China-based operations by enforcing existing rules and regulation, adopting
new ones, or changing relevant industrial policies in a manner that may materially increase our compliance cost, change relevant industry
landscape or otherwise cause significant changes to our business operations in China, which could result in material and adverse changes
in our operations and cause the value of our securities to significantly decline or be worthless.
• We rely
on offerings of our securities in the United States capital markets to fund our working capital needs. In the future, the approval of
the Chinese Government may be required in order for us to offer our securities in the United States. We cannot predict whether we will
be able to obtain such approval. Our failure to obtain or maintain any requisite approvals would have a material adverse effect on our
ability to continue as a going concern, and could result in a loss of your entire investment.
• Rules
and regulations in China can change quickly, with little advance notice, creating substantial uncertainty. Changes in the PRC legal system
may adversely affect our business and operations. See “Risk Factors—Risks Related to Doing Business in China.”
RISK FACTORS
Any investment in the shares
is speculative and involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described
under “Risk Factors” in our most recent Annual Report on Form 20-F, or any updates in our reports on Form 6-K, together with
all of the other information appearing in, or incorporated by reference into, this prospectus and any applicable prospectus supplement.
The risks so described are not the only risks facing our company. Additional risks not presently known to us or that we currently deem
immaterial may also impair our business operations. Our business, financial condition and results of operations could be materially adversely
affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or
part of your investment.
Risks Related to the Offering
Our shares may be delisted
under the HFCA Act if the PCAOB is unable to inspect our auditor , which is located in Hong Kong, and the delisting of our shares, or the
threat of their being delisted, may materially and adversely affect the value of your investment.
The Holding Foreign Companies
Accountable Act was enacted on December 18, 2020. The HFCA Act states that if the SEC determines that we have filed audit reports
issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years
beginning in 2021, the SEC shall prohibit our shares from being traded on a national securities exchange or in the over the counter
trading market in the United States. On December 2, 2021, the SEC adopted final amendments to its rules implementing the HFCAA. Such
amendments require certain SEC registrants to submit documentation and make disclosures required under the HFCAA. In addition, the
final amendments also establish procedures that the SEC follows in (i) determining whether a registrant is a
“Commission-Identified Issuer” and (ii) prohibiting the trading on U.S. securities exchanges and in the over-the-counter
market of securities of a “Commission-Identified Issuer” under the HFCAA. The final amendments became effective on
January 10, 2022. Our financial statements contained in the annual report on Form 10-K for the year ended December 31, 2021 have
been audited by Centurion ZD CPA & Co., an independent registered public accounting firm that is headquartered in Hong Kong.
Centurion ZD CPA & Co., is a firm registered with the PCAOB, and is required by the laws of the U.S. to undergo regular
inspections by the PCAOB to assess its compliance with the laws of the U.S. and professional standards. However, because our auditor
is based in Hong Kong, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval, our auditor
and its audit work are not currently able to be inspected independently and fully by the PCAOB. The PCAOB announced on December 16,
2021 that it had issued its report notifying the SEC of its determination that it is unable to inspect or investigate completely
accounting firms headquartered in mainland China or Hong Kong. With respect to our Company, the PCAOB reported that it was unable to
inspect or investigate our auditor, Centurion ZD CPA & Co., which audited the Company’s financial statements included in
our Annual Report on Form 10-K for year ended December 31, 2021 and which is located in Hong Kong. On May 9, 2022, the SEC
provisionally identified the Company as a Commission-Identified Issuer on the SEC’s website at www.sec.gov/HFCAA That
provisional identification became final on May 31, 2022.
The Company understands that if
the SEC makes the same determination in 2023 and 2024 due to the PCAOB’s continued inability to inspect or investigate completely
the Company’s independent auditor, the SEC could prohibit trading of the shares of common stock of the company on the NASDAQ Capital
Market, any other U.S. securities exchange, and in the over-the-counter market as early as 2024; and as a result an Nasdaq may determine
to delist our shares. Such a trading prohibition and delisting would substantially impair, if not preclude your ability to sell or purchase
our securities, and the risks and uncertainties associated with a potential trading prohibition could have a negative impact on the price
of our shares of Common Stock in the near term. Further, new laws and regulations or changes in laws and regulations could affect our
ability to continue to have our securities listed on Nasdaq, which could materially impair the market for, and market price of, our securities.
In addition, if certain legislation pending in the U.S. Congress, and passed by the U.S. Senate, as previously disclosed in our Annual
Report on Form 10-K for year ended December 31, 2021, becomes law, such a prohibition could take effect as early as 2023. The Company has begun the process of interviewing independent public
accounting firms that are registered with the PCAOB and that are subject to PCAOB inspection to replace Centurion ZD CPA & Co., with
a view to engaging such a firm to audit its financial statements for the year ending December 31, 2023, and the Company thereby expects
to regain compliance with the HFCAA.
The Warrants may not have value
The February 2021 Warrants
have an exercise price of $3.57 per share and the June 2021 Warrants have an exercise price of 3.42. In the event that our common stock
does not exceed the exercise price of the February 2021 Warrants or the June 2021 Warrants during the period when such warrants are exercisable,
such warrants may not have any value.
Holders of our Warrants will have no
rights as shareholders until they acquire shares of our common stock, if ever.
The holders of the Warrants
have no rights with respect to our common stock until they acquire shares upon exercise of such Warrants. Upon such exercise, they will
be entitled to exercise the rights of a holder of common stock only as to matters for which the record date occurs after the exercise
date.
There is no public
market for the Warrants being offered by us in this offering and an active trading market for the same is not expected to develop.
There is no established
public trading market for the Warrants being offered in this offering, and we do not expect a market to develop. Without an active market,
the liquidity of the Warrants will be severely limited.
Risks Related to Doing Business
in China
The approval of the CSRC, and other
compliance procedures may be required in connection with any offering we or the selling shareholders may make and, if required, we cannot
predict whether we will be able to obtain such approval.
Antelope Enterprise,
our ultimate British Virgin Islands holding company, does not have any substantive operations other than indirectly holding the equity
interest in our operating subsidiaries in China and other countries and regions. As of the date of this prospectus, (i) our business
operations are carried out inside China; and (ii) we do not maintain any variable interest entity structure or operate any data center
in China. We may still be subject to PRC laws relating to, among others, data security and restrictions over foreign investments due
to the complexity of the regulatory regime in China, and the recent statements and regulatory actions by the PRC government relating
to data security may affect our business operations in China or even our ability to offer securities in the United States. Neither we
nor any of our subsidiaries has obtained the approval from either the China Securities Regulatory Commission (the “CSRC”)
or the Cyberspace Administration of China (the “CAC”) for any offering we or the selling shareholders may make under this
prospectus and any applicable prospectus supplement, and we do not intend to obtain the approval from either the CSRC in connection with
any such offering, since we do not believe, based upon advice of our PRC counsel, Allbright Law Offices, that such approval is required
under these circumstances or for the time being. There can be no assurance however, that regulators in China will not take a contrary
view or will not subsequently require us to undergo the approval procedures and subject us to penalties for non-compliance. The approval
of the CSRC, and other compliance procedures may be required in connection with any offering we or the selling shareholders may make
and, if required, we cannot predict whether we will be able to obtain such approval.
We rely on offerings of our
securities in the United States capital markets to fund our working capital needs. In the future, the approval of the Chinese Government
may be required in order for us to offer our securities in the United States. We cannot predict whether we will be able to obtain such
approval. Our failure to obtain or maintain any requisite approvals would have a material adverse effect on our ability to continue as
a going concern, and could result in a loss of your entire investment.
Pursuant to prevailing
Chinese laws and regulations, currently we believe that we are not required to obtain any approvals to offer securities to investors
outside of China and we have never received any notice informing us that we are required to obtain such approvals in China. Although
we are not obligated to obtain any Chinese governmental approvals with respect to offering securities in the United States under prevailing
laws and regulations, we cannot predict whether we will be required to obtain approvals relating to the offering securities to investors
outside of China or whether we will be able to obtain such approvals in the future. Recently, on July 6, 2021, the General Office of
the CPC Central Committee and the General Office of the State Council promulgated Opinions on Lawfully and Severely Combating Illegal
Securities Activities (the “Opinions”). The Opinions emphasize and require the strengthening of the supervision by the Chinese
government of securities issued by entities operating in China (so-called China concept stocks) and listed on a securities exchange outside
of China, which means Chinese government will take aggressive measures to address the risks relating to China concept stocks and to promote
the construction of the relevant regulatory systems. Moreover, in particular, the Chinese government is preparing to amend the Special
Provisions of the State Council on Offering and Listing abroad by Companies limited by Shares (the “Special Provisions”)
that became effective on August 4, 1994. The Special Provisions stipulate that those China-based companies planning to offer securities
and to be listed on a securities exchange outside of China must obtain approval from the Securities Committee of the State Council. However,
the Special Provisions exclude non-China companies with business operations in China. In light of ongoing trend in the Chinese government
to increase the regulation of China-based companies that have been listed or seek to be listed in capital markets outside of China, we
may be required to obtain approvals before offering securities to investors outside of China in the future. We cannot predict whether
we will be able to obtain such approval with respect to offerings of securities in the United States. We rely on offerings of our securities
in the United States capital markets to fund our working capital needs. Our failure to obtain or maintain any requisite approvals would
have a material adverse effect on our ability to continue as a going concern, and could result in a loss of your entire investment.
Recent regulatory developments
in China may subject us to additional regulatory review and disclosure requirement, expose us to government interference, or otherwise
restrict our ability to offer securities and raise capitals outside China, all of which could materially and adversely affect our business
and the value of our securities.
In light of the recent
statements by the Chinese government indicating its intention to exert more oversight and control over overseas offerings of China-based
companies and the proposed CAC review for certain data processing operators in China, we may adjust our business operations in the future,
to comply with PRC laws regulating our industry and our business operations. However, such efforts may not be completed in a liability-free
manner or at all. We cannot guarantee that we will not be subject to PRC regulatory inspection and/or review relating to cybersecurity,
especially when there remains significant uncertainty as to the scope and manner of the regulatory enforcement. If we become subject
to regulatory inspection and/or review by the CAC or other PRC authorities, or are required by them to take any specific actions, it
could cause suspension or termination of the future offering of our securities, disruptions to our operations, result in negative publicity
regarding our company, and divert our managerial and financial resources. We may also be subject to fines or other penalties, which could
materially and adversely affect our business, financial condition, and results of operations.
We may be subject
to PRC laws relating to, among others, data security and restrictions over foreign investments in value-added telecommunications services
and other industry sectors set out in the Special Administrative Measures (Negative List) for the Access of Foreign Investment (2020
Edition). Specifically, we may be subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of
confidential and private information, such as personal information and other data. These PRC laws apply not only to third-party transactions,
but also to transfers of information between us and our wholly foreign-owned enterprises in China, and other parties with which we have
commercial relations. These PRC laws and their interpretations and enforcement continue to develop and are subject to change, and the
PRC government may adopt other rules and restrictions in the future.
The recent regulatory
developments in China, in particular with respect to restrictions on China-based companies raising capital offshore, and the government-led
cybersecurity reviews of certain companies with variable-interest entity (“VIE”) structure, may lead to additional regulatory
review in China over our financing and capital raising activities in the United States. Pursuant to the PRC Cybersecurity Law, which
was promulgated by the Standing Committee of the National People’s Congress on November 7, 2016 and took effect on June 1, 2017,
personal information and important data collected and generated by a critical information infrastructure operator in the course of its
operations in China must be stored in China, and if a critical information infrastructure operator purchases internet products and services
that affect or may affect national security, it should be subject to cybersecurity review by the Cyberspace Administration of China (the
“CAC”). The PRC Cybersecurity Law also establishes more stringent requirements applicable to operators of computer networks,
especially to operators of networks which involve critical information infrastructure. The PRC Cybersecurity Law contains an overarching
framework for regulating Internet security, protection of private and sensitive information, and safeguards for national cyberspace security
and provisions for the continued government regulation of the Internet and content available in China. The PRC Cybersecurity Law emphasizes
requirements for network products, services, operations and information security, as well as monitoring, early detection, emergency response
and reporting. Due to the lack of further interpretations, the exact scope of “critical information infrastructure operator”
remains unclear.
On July 10, 2021, the CAC publicly issued the Cybersecurity Review Measures
(the “Draft Measures”) for public comments until July 25, 2021. According to the Draft Measures, the scope of cybersecurity
reviews is extended to data processing operators engaging in data processing activities that affect or may affect national security.
The Draft Measures further requires that any operator applying for listing on a foreign exchange must go through cybersecurity review
if it possesses personal information of more than one million users. According to the Draft Measures, a cybersecurity review assesses
potential national security risk that may be brought about by any procurement, data processing, or overseas listing. The review focuses
on several factors, including, among others, (1) the risk of theft, leakage, corruption, illegal use or export of any core or important
data, or a large amount of personal information, and (2) the risk of any critical information infrastructure, core or important data,
or a large amount of personal information being affected, controlled or maliciously exploited by a foreign government after a company
is listed overseas. While the Draft Measures have been released for consultation purposes, there is still uncertainty regarding the final
content of the Draft Measures, its adoption timeline or effective date, its final interpretation and implementation, and other aspects.
Furthermore, the Standing Committee of the National People’s Congress passed the Personal Information Protection Law of the PRC
(“PIPL”), which will become effective from November 1, 2021, and requires general network operators to obtain a personal
information protection certification issued by recognized institutions in accordance with the CAC regulation before such information
can be transferred out of China.
On July 30, 2021, in response to the recent regulatory developments in China and actions adopted by
the PRC government, the Chairman of the SEC issued a statement requesting additional disclosures from offshore issuers with China-based
operating companies before their registration statements will be declared effective, including detailed disclosure related to VIE structures
and whether the VIE and the issuer, when applicable, received or were denied permission from the PRC authorities to list on U.S. exchanges
and the risks that such approval could be denied or rescinded.
On August 1, 2021, the CSRC stated that it had taken note of the new disclosure
requirements announced by the SEC regarding the listings of Chinese companies and the recent regulatory development in China, and that
the securities regulators in both countries should strengthen communications on regulating China-related issuers. Our PRC legal counsel,
All Bright Law Offices, has advised us that, in light of our business operations, we should not be required to undergo the CAC review
for any offering that we or the selling shareholders may make. However, if the enacted version of the Draft Measures mandates clearance
of cybersecurity review and other specific actions to be completed by companies aiming to offer securities outside China, we cannot assure
you that the PRC regulatory authorities will not take a contrary view or will not subsequently require us to undergo the approval procedures
and subject us to penalties for non-compliance, or that if we are required to obtain such clearance, such clearance can be timely obtained,
or at all. If we become subject to cybersecurity inspection and/or review by the CAC or other PRC authorities or are required by them
to take any specific actions, it could cause suspension or termination of the future offering of our securities, including offerings
under this registration statement, disruptions to our operations, result in negative publicity regarding our company, and divert our
managerial and financial resources. We may also be subject to significant fines or other penalties, which could materially and adversely
affect our business, financial condition and results of operations. Furthermore, in the event that Antelope Chengdu and Antelope Futures
become operators of critical information infrastructure in the future they (and Antelope Enterprise) may be subjected to the above-described
regulation.
The PRC government has significant
influence over companies with China-based operations by enforcing existing rules and regulation, adopting new ones, or changing relevant
industrial policies in a manner that may materially increase our compliance cost, change relevant industry landscape or otherwise cause
significant changes to our business operations in China, which could result in material and adverse changes in our operations and cause
the value of our securities to significantly decline or be worthless.
Our operations are located entirely within
China. The PRC government has significant influence over the China-based operations of any company by allocating resources, providing
preferential treatment to particular industries or companies, or imposing industry-wide policies on certain industries. The PRC government
may also amend or enforce existing rules and regulation, or adopt ones, which could materially increase our compliance cost, change the
relevant industry landscape, or cause significant changes to our business operations in China. In addition, the PRC regulatory system
is based in part on government policies and internal guidance, some of which are not published on a timely basis, or at all, and some
of which may even have a retroactive effect. We may not be aware of all non-compliance incidents at all times, and we may face regulatory
investigation, fines and other penalties as a consequence. As a result of the changes in the industrial policies of the PRC government,
including the amendment to and/or enforcement of the related laws and regulations, companies with China-based operations, including us,
and the industries in which we operate, face significant compliance and operational risks and uncertainties. For example, on July 24,
2021, Chinese state media, including Xinhua News Agency and China Central Television, announced a broad set of reforms targeting private
education companies providing after-school tutoring services and prohibiting foreign investments in institutions providing such after-school
tutoring services. As a result, the market value of certain U.S. listed companies with China-based operations in the affected sectors
declined substantially. As of the date of this prospectus, we are not aware of any similar regulations that may be adopted to significantly
curtail our business operations in China. However, if such other adverse regulations or policies are adopted in China, our operations
in China will be materially and adversely affected, which may significantly disrupt our operations and adversely affect our business.
We may be subject to anti-monopoly
concerns as a result of our doing business in China.
Article 3 of
Anti-Monopoly Law of the People's Republic of China (the “Anti-Monopoly Law”) prohibits "monopolistic
practices," which include: a) the conclusion of monopoly agreements between operators; b) the abuse of dominant market position
by operators; and c) concentration of undertakings which has or may have the effect of eliminating or restricting market
competition. Also, according to Article 19 of the Anti-Monopoly Law, the operator(s) will be assumed to have a dominant market
position if it has following situation: a) an operator has 50% or higher market share in a relevant market; b) two operators have
66% or higher market share in a relevant market; or c) three operators have 75% or higher market share in a relevant market. We
believe none of our subsidiaries in China has engaged in any monopolistic practices in China, and that recent statements and
regulatory actions by the Chinese government do not impact our ability to conduct business, accept foreign investments, or list on
an U.S. or other foreign stock exchange. However, there can be no assurance that regulators in China will not promulgate new laws
and regulations or adopt new series of regulatory actions which may require our Chinese subsidiaries to meet new requirements on the
issues mentioned above.
Rules
and regulations in China can change quickly with little advance notice, creating substantial uncertainty. Changes in the PRC legal system
may adversely affect our business and operation.
Our
major business operations are conducted in the PRC and therefore regulated by the laws and regulations of the PRC. The PRC legal system
is based on the written statutes and involves a unified, multilevel legislative system. The National People’s Congress (the “NPC”)
and its Standing Committee exercise the state power to make laws. The NPC enacts and amends basic laws pertaining to criminal offences,
civil affairs, state organs and other matters. The Standing Committee enacts and amends all laws except for basic laws that should be
enacted by the NPC. When the NPC is not in session, its Standing Committee may partially supplement and revise laws enacted by the NPC,
provided that the changes do not contravene the laws’ basic principles. Generally, the PRC laws will go through specific legislative
procedures before being promulgated. The legislative authority may propose a bill and then the bill shall be deliberated three times
before being voted. However, administrative regulations are formulated by the State Council which reports them to the NPC. The
administration regulations are often promulgated with little advance notice, which results in a lack of predictability, and substantial
uncertainty. Moreover, the uncertainties may fundamentally impact the development of one or more specific industries and in extreme cases
result in the termination of certain businesses. For example, the Opinions on Further Easing the Burden of Excessive Homework and After-School
Tutoring for Students Undergoing Compulsory Education, known as “double reduction” education policy, was promulgated by General
Office of the CPC Central Committee and General Office of the State Council on July 24, 2021. The “double reduction” education
policy comes into effective immediately and has posed a significant impact on the education and training industries, as well as those
China-based companies listed in the United States. The resulting unpredictable could materially and adversely affects the market value
and the operation of the businesses affected.
Furthermore, the PRC
administrative authorities and courts have the power to interpret and implement or enforce statutory rules and contractual terms at
their reasonable discretion which makes the business environment much more complicated and unpredictable. It is difficult to predict
the outcome of the administrative and court proceedings. The uncertainties may affect our assessments of the relevance of legal
requirements, and our business decisions. Such uncertainties may result in substantial operating expenses and costs. Should there
were any investigations, arbitrations or litigation with respect to our alleged non-compliance with statutory rules and contractual
terms, the management team could be distracted from our primary business considerations, and therefore such a circumstance could
materially and adversely affect our business and results of operations. We cannot predict future developments relating to the laws,
regulations and rules in the PRC. We may be required to procure additional permits, authorizations and approvals for our operations,
which we may not be able to obtain. Our failure to obtain such permits, authorizations and approvals may materially and adversely
affect our business, financial condition and the results of operations.
NOTE REGARDING FORWARD-LOOKING
STATEMENTS
Some of the information
in this prospectus, any prospectus supplement, and the documents we incorporate by reference contains forward-looking statements within
the meaning of the federal securities laws. You should not rely on forward-looking statements in this prospectus, any prospectus supplement,
or the documents we incorporate by reference. Forward-looking statements typically are identified by use of terms such as “anticipate,”
“believe,” “plan,” “expect,” “future,” “intend,” “may,” “will,”
“should,” “estimate,” “predict,” “potential,” “continue,” and similar words,
although some forward-looking statements are expressed differently. This prospectus, any prospectus supplement, and the documents we
incorporate by reference may also contain forward-looking statements attributed to third parties relating to their estimates regarding
the growth of our markets. All forward-looking statements address matters that involve risks and uncertainties, and there are many important
risks, uncertainties and other factors that could cause our actual results, as well as those of the markets we serve, levels of activity,
performance, achievements and prospects to differ materially from the forward-looking statements contained in this prospectus, any prospectus
supplement, and the documents we incorporate by reference. You should also consider carefully the statements under “Risk Factors”
and other sections of this prospectus, any prospectus supplement, and the documents we incorporate by reference, which address additional
facts that could cause our actual results to differ from those set forth in the forward-looking statements. We caution investors not
to place significant reliance on the forward-looking statements contained in this prospectus, any prospectus supplement, and the documents
we incorporate by reference. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result
of new information, future developments or otherwise.
PRICE RANGE OF OUR SHARES
Our shares have been listed
on the NASDAQ Stock Market since January 18, 2011. Our shares were initially listed under the symbol “CCCL”, and now trade
under the symbol “AEHL”. Our shares were listed on the NASDAQ Capital Market from November 3, 2010 through January 17, 2011
and were relisted on the Nasdaq Capital Market on March 23, 2016 following the listing transfer. Our shares were listed on the NASDAQ
Global Market from January 18, 2011 until March 22, 2016. The shares were previously quoted on the OTC Bulletin Board from December 29,
2009 through November 2, 2010.
The following tables
set forth, for the calendar quarters indicated and through November May 27, 2022, the quarterly high and low sale prices for our shares,
as reported on NASDAQ Stock Market and the OTC Bulletin Board, as applicable. The OTC Bulletin Board market quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not necessarily reflect actual transactions. Prior to June 28, 2016,
the sale prices of our shares were retroactively restated to reflect the 8:1 reverse split effected on that date.
|
|
Shares |
|
|
|
High |
|
|
Low |
|
Annual Highs and Lows |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
36.32 |
|
|
|
11.76 |
|
2013 |
|
|
32.48 |
|
|
|
15.84 |
|
2014 |
|
|
20.48 |
|
|
|
5.92 |
|
2015 |
|
|
11.36 |
|
|
|
6.00 |
|
2016 |
|
|
8.64 |
|
|
|
2.09 |
|
|
|
|
|
|
|
|
|
|
Quarterly Highs and Lows |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
|
|
|
|
|
|
|
First Quarter |
|
|
9.92 |
|
|
|
6.48 |
|
Second Quarter |
|
|
11.36 |
|
|
|
8.88 |
|
Third Quarter |
|
|
9.28 |
|
|
|
6.00 |
|
Fourth Quarter |
|
|
9.60 |
|
|
|
6.00 |
|
|
|
|
|
|
|
|
|
|
2016 |
|
|
|
|
|
|
|
|
First Quarter |
|
|
8.64 |
|
|
|
2.80 |
|
Second Quarter |
|
|
4.08 |
|
|
|
2.09 |
|
Third Quarter |
|
|
5.30 |
|
|
|
2.19 |
|
Fourth Quarter |
|
|
3.02 |
|
|
|
2.10 |
|
|
|
|
|
|
|
|
|
|
2017 |
|
|
|
|
|
|
|
|
First Quarter |
|
|
2.53 |
|
|
|
2.08 |
|
Second Quarter |
|
|
2.26 |
|
|
|
1.32 |
|
Third Quarter |
|
|
1.68 |
|
|
|
1.31 |
|
Fourth Quarter |
|
|
2.39 |
|
|
|
1.32 |
|
|
|
|
|
|
|
|
|
|
2018 |
|
|
|
|
|
|
|
|
First Quarter |
|
|
2.69 |
|
|
|
1.43 |
|
Second Quarter |
|
|
1.76 |
|
|
|
1.37 |
|
Third Quarter |
|
|
1.87 |
|
|
|
1.32 |
|
Fourth Quarter |
|
|
3.67 |
|
|
|
0.80 |
|
|
|
|
|
|
|
|
|
|
2019 |
|
|
|
|
|
|
|
|
First Quarter |
|
|
2.08 |
|
|
|
1.38 |
|
Second Quarter |
|
|
1.76 |
|
|
|
0.80 |
|
Third Quarter |
|
|
0.93 |
|
|
|
0.73 |
|
Fourth Quarter |
|
|
1.06 |
|
|
|
0.67 |
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
|
|
|
|
|
|
First Quarter |
|
|
2.70 |
|
|
|
1.11 |
|
Second Quarter |
|
|
2.82 |
|
|
|
1.14 |
|
Third Quarter |
|
|
3.12 |
|
|
|
1.83 |
|
Fourth Quarter |
|
|
2.64 |
|
|
|
1.97 |
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
|
|
|
|
|
|
First Quarter |
|
|
4.90 |
|
|
|
2.42 |
|
Second Quarter |
|
|
7.70 |
|
|
|
2.46 |
|
Third Quarter |
|
|
4.95 |
|
|
|
2.70 |
|
Fourth Quarter |
|
|
3.17 |
|
|
|
1.50 |
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
|
|
|
|
|
First Quarter |
|
|
1.79 |
|
|
|
1.02 |
|
(Source: http://finance.yahoo.com)
On
May 27, the closing price of our shares on the NASDAQ Stock Market was $0.792, with 6,038,241 shares
issued and outstanding as of the same date.
CAPITALIZATION
The following table sets
forth our capitalization as of December 31, 2021. Because we will not be receiving any proceeds pursuant to the sale of any Shares by
the selling shareholders, our capitalization table is not adjusted to reflect such sales. You should read the following table in conjunction
with our financial statements, which are incorporated by reference into this prospectus.
Capitalization |
|
As of |
|
(in
RMB except share data) |
|
December
31, 2021 |
|
Common
shares issued |
|
|
5,976,098 |
|
Par
Value Amount |
|
|
943,028 |
|
Additional
Paid-In Capital |
|
|
498,319,329 |
|
Statutory
Reserves |
|
|
135,343,158 |
|
Retained
Earnings |
|
|
(582,820,151) |
|
Accumulated
Other Comprehensive Income |
|
|
(923,711) |
|
Noncontrolling
interest |
|
|
(1,306,117 ) |
|
Total: |
|
|
49,555,536 |
|
USE OF PROCEEDS
We will receive proceeds
from any exercises of the warrants, but not from the sale of the underlying common stock. The selling shareholders will receive all of
the net proceeds from the sale of any shares offered by them under this prospectus. The selling shareholders will pay any underwriting
discounts and commissions and expenses incurred by the selling shareholders for brokerage, accounting, tax, legal services or any other
expenses incurred by the selling shareholders in disposing of these shares. We will bear all other costs, fees and expenses incurred
in effecting the registration of the Shares covered by this prospectus.
DIVIDEND POLICY
We paid a cash dividend of
US$0.10 (equivalent to RMB0.61) per share each on August 13, 2013 and January 14, 2014, respectively, to our shareholders which totaled
in aggregate US$4.1 million (equivalent to RMB24.9 million). Also, we paid a cash dividend of US$0.0125 (equivalent to RMB0.08) per share
each on August 14, 2014 and January 14, 2015, respectively, to its shareholders which totaled in aggregate US$0.5 million (equivalent
to RMB3.2 million).
We do not currently have
any plans to pay any cash dividends in the foreseeable future on our shares being sold in this offering. We currently intend to retain
most, if not all, of our available funds and any future earnings to operate and expand our business. The payment of dividends by entities
organized in China is subject to limitations. Regulations in the PRC currently permit payment of dividends only out of accumulated profits
as determined in accordance with PRC accounting standards and regulations. Each of our Chinese subsidiaries is also required to set aside
at least 10% of its after-tax profit based on China’s accounting standards each year to its general reserves until the cumulative
amount of such reserves reach 50% of its registered capital. These reserves are not distributable as cash dividends. The board of directors
of our PRC subsidiaries, each of which is a wholly foreign owned enterprise, has the discretion to allocate a portion of its after-tax
profits to its staff welfare and bonus funds, which is likewise not distributable to its equity owners except in the event of a liquidation
of the foreign-invested enterprise. If we decide to pay dividends in the future, these restrictions may impede our ability to pay dividends.
In addition, if any of these Chinese entities incurs debt on its own behalf in the future, the instruments governing the debt may restrict
its ability to pay dividends or make other distributions to us. Our Board of Directors has discretion on
whether to pay dividends. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our
future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors
that our board of directors may deem relevant.
CASH TRANSFERS WITHIN
OUR ORGANIZATION
During each of the fiscal years ended December
31, 2019, 2020 and 2021, as well as during the period from January 1, 2022 through May 31, 2022, the only transfer of assets among Antelope
Enterprise and its subsidiaries have consisted of cash. During that same period, there have been no distributions, dividends or loans
extended by any of our direct or indirectly held subsidiaries to Antelope Enterprises. During that same period Antelope Enterprise has
not declared any dividends or made any distributions to its shareholders.
Antelope Enterprise routinely provides cash to
its subsidiaries either by way of capital contribution or by way of loan.
Antelope Enterprise is a holding company incorporated
in the British Virgin Islands, and we do not have any substantive operations other than indirectly holding the equity interest in our
operating subsidiaries in China. Antelope Enterprise relies on dividends paid by our Hong Kong and Chinese subsidiaries and capital raised
from the sale of our securities to satisfy our cash needs. The payment of dividends to Antelope Enterprise by our Chinese subsidiaries
is effected by means of dividends by those entities to their Hong Kong direct parent and a redividend by that Hong Kong entity to Antelope
Enterprise. Such dividends are effected by resolution of the board of directors of each such entity (after provision for applicable tax
obligations).
China is a foreign exchange administration
country. Capital injections, cross-border trade and services transactions settled in foreign exchange, overseas financing and profit
repatriations are subject to the foreign exchange administration regulations. The Authority dealing with foreign exchange in China is
the State Administration of Foreign Exchange (SAFE) and its local branches. A Chinese subsidiary owned by a foreign company must apply
for registration of foreign exchange with the SAFE after the issuance of a business license and obtain a foreign exchange registration
certificate. When the Chinese subsidiaries apply to repatriate dividends to foreign shareholders, they must submit the application form
to SAFE with the proof that such dividends have been subjected to all applicable tax withholding. A Chinese subsidiary can only distribute
dividends out of its accumulated profits, which means that any accumulated losses must be more than offset by its profits in other years,
including the current year.
The cash transfers within the organization during
the above-referenced periods were as follows:
For The Period From January 1, 2022 through May
31, 2022
|
Company
(Wire transfer from) |
Company
(Wire transfer to) |
Amount
(RMB) |
Equivalent
to amount
(USD) |
Purpose |
Asset
Type |
Success Winner Limited |
Antelope
Enterprise Holdings Limited |
2,342,235 |
350,000 |
Working
capital loan to direct subsidiary |
Cash |
Stand
Best Creation Limited |
6,692,100 |
1,000,000 |
Working
capital loan to direct subsidiary |
Cash |
Antelope
Enterprise (HK) Holdings Limited |
Antelope
Future (Yangpu) Investment Co., Ltd |
1,300,000 |
194,259 |
Capital
injection to direct subsidiary |
Cash |
Antelope
Future (Yangpu) Investment Co., Ltd |
Antelope
Ruicheng Investment (Hainan) Co., Ltd |
1,290,000 |
192,764 |
Capital
injection to direct subsidiary |
Cash |
Antelope
Ruicheng Investment (Hainan) Co., Ltd |
Hainan
Kylin Cloud Services Technology Co., Ltd |
1,275,000 |
190,523 |
Capital
injection to direct subsidiary |
Cash |
For The Year 2021
|
Company
(Wire transfer from) |
Company (Wire transfer
to) |
Amount (RMB) |
Equivalent to amount
(USD) |
Purpose |
Asset Type |
Antelope
Enterprise Holdings Limited |
Success Winner Limited |
22,516,296 |
3,480,000 |
Working capital loan to direct subsidiary |
Cash |
|
Vast Elite Limited |
8,475,962 |
1,310,000 |
Working capital loan to direct subsidiary |
Cash |
Success Winner Limited |
Antelope Enterprise (HK) Holdings Limited |
4,852,650 |
750,000 |
Working capital loan to direct subsidiary |
Cash |
|
Stand Best Creation Limited |
6,664,306 |
1,030,000 |
Working capital loan to direct subsidiary |
Cash |
Antelope
Enterprise (HK) Holdings Limited |
Antelope Holdings (Chengdu) Co., Ltd |
4,852,650 |
750,000 |
Capital injection to direct subsidiary |
Cash |
Vast Elite
Limited |
Chengdu Future Talented Management and
Consulting Co., Ltd |
3,235,100 |
500,000 |
Capital contribution to direct subsidiary |
Cash |
Jiangxi
Hengdali Ceramics Materials Co., Ltd |
Jinjiang Hengda Ceramics Co, Ltd |
7,000,000 |
1,081,883 |
Loan repayment to direct holding company |
Cash |
For
the year 2020
|
Company
(Wire transfer from) |
Company (Wire transfer to) |
Amount (RMB) |
Equivalent to
amount (USD) |
Purpose |
Asset type |
Antelope
Enterprise Holdings Limited |
Success Winner Limited |
7,028,476 |
1,018,000 |
Working capital loan to direct subsidiary |
Cash |
|
Vast Elite Limited |
10,013,161 |
1,450,300 |
Working capital loan to direct subsidiary |
Cash |
Success Winner Limited |
Antelope Enterprise (HK) Holdings Limited |
3,455,552 |
500,500 |
Working capital loan to direct subsidiary |
Cash |
|
Stand Best Creation Limited |
3,935,394 |
570,000 |
Working capital loan to direct subsidiary |
Cash |
Antelope
Enterprise (HK) Holdings Limited |
Success Winner Limited |
3,452,100 |
500,000 |
Return excessed working capital to direct
holding company |
Cash |
Vast Elite
Limited |
Chengdu Future Talented Management and
consulting Co., Ltd |
696,752 |
100,917 |
Capital contribution to direct subsidiary |
Cash |
For
the year 2019
|
Company
(Wire transfer from) |
Company (Wire transfer to) |
Amount (RMB) |
Equivalent to amount (USD) |
Purpose |
Asset type |
Antelope
Enterprise Holdings Limited |
Stand Best Creation Limited |
7,919,743 |
1,146,443 |
Working capital loan to subsidiary |
Cash |
Stand Best
Creation Limited |
Success Winner Limited |
3,476,371 |
503,231 |
Working capital loan to direct holding
company |
Cash |
Success Winner
Limited |
Vast Elite Limited |
2,764,622 |
400,200 |
Working capital loan to direct subsidiary |
Cash |
SELLING SHAREHOLDERS
This prospectus covers the
public resale of the Shares owned by the selling shareholders named below. Such selling shareholders may from time to time offer and
sell pursuant to this prospectus any or all of the Shares owned by them. The selling shareholders, however, make no representations that
the Shares will be offered for sale. The tables below present information regarding the selling shareholders and the Shares that each
such selling shareholder may offer and sell from time to time under this prospectus.
Unless otherwise indicated,
all information with respect to ownership of our Shares of the selling shareholders has been furnished by or on behalf of the selling
shareholders and is as of November 22, 2021. We believe, based on information supplied by the selling shareholders, that except as may
otherwise be indicated in the footnotes to the tables below, the selling shareholders have sole voting and dispositive power with respect
to the Shares reported as beneficially owned by them. Because the selling shareholders identified in the tables may sell some or all
of the Shares owned by them which are included in this prospectus, and because, except as set forth herein, there are currently no agreements,
arrangements or understandings with respect to the sale of any of the Shares, no estimate can be given as to the number of Shares available
for resale hereby that will be held by the selling shareholders upon termination of this offering. In addition, the selling shareholders
may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time,
the Shares they hold in transactions exempt from the registration requirements of the Securities Act after the date on which they provided
the information set forth on the table below. We have, therefore, assumed for the purposes of the following table, that the selling shareholders
will sell all of the Shares owned beneficially by them that are covered by this prospectus, but will not sell any other Ordinary Shares
that they presently own. However, we are not aware of any agreements, arrangements or understandings with respect to the sale of any
of the Shares by any of the selling shareholders. Beneficial ownership for the purposes of this table is determined in accordance with
the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person
has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire
such powers within 60 days.
The selling shareholders
and intermediaries through whom such securities are sold may be deemed “underwriters” within the meaning of the Securities
Act with respect to the Shares offered by this prospectus, and any profits realized or commissions received may be deemed underwriting
compensation. Additional selling shareholders not named in this prospectus will not be able to use this prospectus for resales until
they are named in the tables above by prospectus supplement or post-effective amendment. Transferees, successors and donees of identified
selling shareholders will not be able to use this prospectus for resales until they are named in the tables above by prospectus supplement
or post-effective amendment. If required, we will add transferees, successors and donees by prospectus supplement in instances where
the transferee, successor or donee has acquired its Shares from holders named in this prospectus after the effective date of this prospectus.
The following table sets forth:
|
• |
the name of each selling shareholder holding Shares; |
|
• |
the number of Shares beneficially owned by each selling shareholder
prior to the sale of the Shares covered by this prospectus; |
|
• |
the number of Shares that may be offered by each selling shareholder
pursuant to this prospectus; |
|
• |
the number of Shares to be beneficially owned by each selling shareholder
following the sale of the Shares covered by this prospectus; and |
|
• |
the percentage of our issued and outstanding Shares to be owned by
each selling shareholder before and after the sale of the Shares covered by this prospectus. |
Name of Selling Shareholder |
|
Number of
Shares
Beneficially
Owned
Prior to this
Offering (7) |
|
|
% of
Outstanding
Shares
Beneficially
Owned
Before Sale
of Shares (7) |
|
|
Number of
Shares
Available
Pursuant to
this
Prospectus |
|
|
Number of
Shares
Beneficially
Owned
After Sale
of Shares (8) |
|
|
% of
Outstanding
Shares
Beneficially
Owned
After Sale
of Shares (8) |
|
Anson Investments Master Fund LP (1) |
|
296,426(12) |
|
|
4.99%(12) |
|
|
500,703 |
|
|
0 |
|
|
* |
|
Intracoastal Capital, LLC (2) |
|
592,852(13) |
|
|
9.99%(13) |
|
|
500,703 |
|
|
125,643(15) |
|
|
2.13% |
|
CVI Investments, Inc. (3) |
|
296,426(14) |
|
|
4.99%(14) |
|
|
500,704 |
|
|
0 |
|
|
* |
|
Dawson James Securities, Inc. (4) |
|
228,980 |
|
|
3.88% |
|
|
115,028 |
|
|
113,952 |
|
|
1.89% |
|
Robert Keyser, Jr. (5) |
|
72,961 |
|
|
1.2% |
|
|
17,592 |
|
|
0 |
|
|
* |
|
Douglas Armstrong (6) |
|
72,961 |
|
|
1.2% |
|
|
17,592 |
|
|
0 |
|
|
* |
|
Chen Shengrong (9) |
|
64,655 |
|
|
1.1% |
|
|
64,655 |
|
|
0 |
|
|
* |
|
Yu Min (10) |
|
129,310 |
|
|
2.19% |
|
|
129,310 |
|
|
0 |
|
|
* |
|
Zheng Weilai (11) |
|
977,755 |
|
|
16.55% |
|
|
372,414 |
|
|
605,341 |
|
|
10.25% |
|
(1) |
Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of Anson Investments
Master Fund LP (“Anson”), hold voting and dispositive power over the Common Shares held by Anson. Bruce Winson is the
managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo
are directors of Anson Advisors Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these Common Shares
except to the extent of their pecuniary interest therein. The principal business address of Anson is Walkers Corporate Limited, Cayman
Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands. |
(2) |
Mitchell P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each
of whom are managers of Intracoastal Capital LLC (“Intracoastal”), have shared voting control and investment discretion
over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to
have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended of the securities
reported herein that are held by Intracoastal.The address of the selling shareholder is 245 Palm Trail, Delray Beach, FL 33483 |
(3) |
Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc. ("CVI"),
has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares.
Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment
discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI
Investments, Inc.is affiliated with one or more FINRA member, none of whom are currently expected to participate in the sale pursuant
to this prospectus. The address of the selling shareholder is c/o Heights Capital Management, Inc, 1010 California Street, Suite
3250, San Francisco, CA 94111. |
(4) |
The address of the selling shareholder is 1 North Federal Highway, 5th Floor, Boca Raton, FL 33432. |
(5) |
The address of the selling shareholder is 1 North Federal Highway, 5th Floor, Boca Raton, FL 33432.
Does not include securities owned by Dawson James Securities, Inc. By virtue of his position as Chairman and CEO of Dawson James,
Securities, Inc., Mr. Keyser may be deemed to beneficially own the securities owned by Dawson James, Securities, Inc. Mr.
Keyser disclaims ownership of those securities. |
(6) |
The address of the selling shareholder is 1 North Federal Highway, 5th Floor, Boca Raton, FL 33432. |
(7) |
Based on 5,934,452 shares outstanding as of the date of this prospectus. |
(8) |
Assumes that the selling shareholder sells all of the shares offered hereby. |
(9) |
The address of the selling shareholder is 42-1-4 Yudu Villa, 2 Tong Yi Lu, Jinniu District, Chengdu,
Sichuan, PRC. |
(10) |
The address of the selling shareholder is 203, 2 Dong, Lang Shi Lv Se Jie Qu, 199 Ying Hui Lu,
Cheng Hua District, Chengdu, Sichuan, PRC. |
(11) |
The address of the selling shareholder is 2302 Unit 1 Block 2, Phase 1, 88 Hui Yuan Dong Lu, Jinjiang
District, Chengdu, Sichuan, PRC. |
(12) |
The total number of shares of Common Stock issuable upon the exercise of Warrants exercise is 626,346.
The resale of 500,703 shares issuable upon Warrant exercise are subject to this registration statement and the resale of 125,643
shares issuable upon Warrant exercise are the subject of a separate registration statement, but the number of shares reflected as
beneficially owned is shown at 294,753 or 4.99% of the outstanding number of shares of Common Stock by virtue of a provision set
forth in each warrant that precludes the exercise by the holder if and to the extent that any such exercise would cause the number
of shares of Common Stock held by the holder to exceed 4.99%. |
(13) |
The total number of shares of Common Stock issuable upon the exercise of Warrants is 626,346. The
resale of 500,703 shares issuable upon Warrant exercise are subject to this registration statement and the resale of 125,643 shares
issuable upon Warrant exercise are the subject of a separate registration statement, but the number of shares reflected as
beneficially owned is shown at 294,753 or 4.99% of the outstanding number of shares of Common Stock by virtue of a provision set
forth in each warrant that precludes the exercise by the holder if and to the extent that any such exercise would cause the number
of shares of Common Stock held by the holder to exceed 4.99%. |
(14) |
The number of shares of Common issuable upon the exercise of Warrants is 500,704 and the offer
and resale of all such shares are subject to this registration statement, but the number of shares reflected as beneficially owned
is shown at 294,753 or 4.99% of the outstanding by virtue of a provision set forth in each warrant that precludes the exercise by
the holder if and to the extent that any such exercise would cause the number of shares of Common Stock held by the holder to exceed
4.99%. |
(15) |
Consists of warrants to purchase Common Stock not included
in the registration statement to which this Prospectus relates.
|
PLAN
OF DISTRIBUTION
The selling shareholders,
which as used herein includes donees, pledgees, transferees or other successors-in-interest selling Shares or interests in Shares received
after the date of this prospectus from a selling shareholder as a gift, pledge, partnership distribution or other transfer, may, from
time to time, sell, transfer or otherwise dispose of any or all of the Shares on any stock exchange, market or trading facility on which
the Shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time
of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The selling shareholders may use any one or more of the following
methods when disposing of Shares:
|
• |
ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers; |
|
• |
block trades in which the broker-dealer will attempt to sell the Shares
as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
|
• |
purchases by a broker-dealer as principal and resale by the broker-dealer
for its account; |
|
• |
an exchange distribution in accordance with the rules of the applicable
exchange; |
|
• |
privately negotiated transactions; |
|
• |
short sales effected after the date the registration statement of which
this prospectus is a part is declared effective by the SEC; |
|
• |
through the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise; |
|
• |
broker-dealers may agree with the selling shareholders to sell a specified
number of such Shares at a stipulated price per share; |
|
• |
a combination of any such methods of sale; and |
|
• |
any other method permitted by applicable law. |
The selling shareholders
may, from time to time, pledge or grant a security interest in some or all of the Shares owned by them and, if they default in the performance
of their secured obligations, the pledgees or secured parties may offer and sell the Shares, from time to time, under this prospectus,
or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of
selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus.
The selling shareholders also may transfer the Shares in other circumstances, in which case the transferees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale
of their Shares or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of such Shares in the course of hedging the positions they assume. The selling
shareholders may also sell Shares short and deliver these securities to close out their short positions, or loan or pledge the Shares
to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such
broker-dealer or other financial institution of the Shares offered by this prospectus, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds to
the selling shareholders from the sale of the Shares offered by them will be the purchase price of such Shares less discounts or commissions,
if any. Each of the selling shareholders reserves the right to accept and, together with their agents from time to time, to reject, in
whole or in part, any proposed purchase of ordinary shares to be made directly or through agents. We will not receive any of the proceeds
from the resale of the Shares.
The selling shareholders
also may resell all or a portion of their Ordinary Shares in open market transactions in reliance upon Rule 144 under the Securities
Act, provided that they meet the criteria and conform to the requirements of that rule.
The selling shareholders
and any underwriters, broker-dealers or agents that participate in the sale of the Shares therein may be “underwriters” within
the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of
the Ordinary Shares may be underwriting discounts and commissions under the Securities Act. Selling shareholders who are “underwriters”
within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities
Act.
To the extent required, the
Shares to be sold, the names of the selling shareholders, the respective purchase prices and public offering prices, the names of any
agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying
prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the
securities laws of some states, if applicable, the Shares may be sold in these jurisdictions only through registered or licensed brokers
or dealers. In addition, in some states the Shares may not be sold unless it has been registered or qualified for sale or an exemption
from registration or qualification requirements is available and is complied with.
We have advised the selling
shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Shares in the market and to
the activities of the selling shareholders and their affiliates. In addition, to the extent applicable, we will make copies of this prospectus
(as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus
delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions
involving the sale of the Shares against certain liabilities, including liabilities arising under the Securities Act. We have agreed
to indemnify the selling shareholders against liabilities, including liabilities under the Securities Act and state securities laws,
relating to the registration of the Ordinary Shares offered by this prospectus.
EXPENSES
We estimate the fees and
expenses to be incurred by us in connection with the resale of the ordinary shares in this offering, other than underwriting discounts
and commissions, to be as follows:
SEC registration fee |
|
$ |
710 |
|
Legal fees and expenses |
|
$ |
25,000 |
|
Accounting fees and expenses |
|
$ |
20,000 |
|
Miscellaneous expenses |
|
$ |
1,000 |
|
|
|
|
|
|
Total |
|
$ |
31,710 |
|
All amounts are estimated except the SEC registration
fee.
LEGAL MATTERS
We are being represented
by ArentFox Schiff LLP, Washington, DC with respect to legal matters arising under the United States federal securities laws. The validity
of the shares offered in this offering and legal matters as to British Virgin Islands law will be passed upon for us by Harney Westwood
& Riegels. Legal matters will be passed upon for any underwriters, dealers or agents by counsel named in the applicable prospectus
supplement.
EXPERTS
The financial statements
incorporated by reference in this prospectus have been audited by Centurion ZD CPA & Co., our independent registered public accounting
firm, and are included in reliance upon such reports given upon the authority of said firm as experts in auditing and accounting.
ENFORCEABILITY OF CIVIL
LIABILITIES
Many of our officers and
directors, and some of the experts named in this prospectus, are residents of PRC or elsewhere outside of the U.S., and all of our assets
and the assets of such persons are located outside the U.S. As a result, it may be difficult for investors in the U.S. to effect service
of process within the U.S. upon such directors, officers and representatives of experts who are not residents of the U.S. or to enforce
against them judgments of a U.S. court predicated solely upon civil liability under U.S. federal securities laws or the securities laws
of any state within the U.S.
Substantially all of our
operations and records, and most of our senior management are located in the PRC. Our shareholders have limited ability to assert and
collect on claims in litigation against us and our principals. In addition, corporate organization and structure could further impede
the ability of a person to prove a claim or collect on a judgment against the Company. Finally, China has very restrictive secrecy laws
that prohibit the delivery of many of the financial records maintained by a business located in China to third parties absent Chinese
government approval. Since discovery is an important part of proving a claim in litigation, and since most if not all of the Company’s
records are in China, Chinese secrecy laws could frustrate efforts to prove a claim against the Company or its management. In order to
commence litigation in the United States against an individual such as an officer or director, that individual must be served. While
directors and officers of a Delaware corporation are routinely served for purposes of a suit against them in Delaware for breach of fiduciary
duty and there are means of serving individuals who reside outside the United States in other litigation, generally service requires
the cooperation of the country in which a defendant resides. China has a history of failing to cooperate in efforts to effect such service
upon Chinese citizens in China. These and other similar PRC laws and regulations could substantially impair our shareholders abilities
to investigate and prosecute claims against our Company, our officers and our directors.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 8. | Indemnification
of Directors and Officers |
British Virgin Islands law
does limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and
directors. The Company’s memorandum and articles of association provides for indemnification of its officers and directors for
any liability incurred in their capacities as such, except through their own fraud or willful default to the extent permitted under BVI
law. Indemnification is only available to a person who acted in good faith and in what that person believed to be in the best interests
of the Company.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is theretofore unenforceable.
|
(1) |
Incorporated by reference from the exhibit of the
same number filed with the Registrant’s Registration Statement on Form F-3, filed on April 16, 2018. |
|
|
|
|
(2) |
Incorporated by reference from the exhibit
of the same number filed with the Company’s Form 6-K, filed with the SEC on February 16, 2021.
|
|
|
|
|
(3) |
Incorporated by reference from the exhibit
of the same number filed with the Company’s Form 6-K, filed with the SEC on June 16, 2021. |
|
|
|
|
(4) |
Incorporated by reference from the exhibit of the same number filed with the Registrant’s Registration Statement on Form
F-3, filed on August 12, 2021. |
|
|
|
|
(5) |
Incorporated by reference from the signature page filed with the Registrant’s Registration Statement on Form F-3, filed
on August 12, 2021. |
|
(a) |
The undersigned registrant hereby undertakes: |
|
(1) |
to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: |
|
(i) |
To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933; |
|
(ii) |
To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement; |
|
(iii) |
To include any material information with respect
to the plan of distribution not previously disclosed in the registration statement or any material change to such information in
the registration statement; |
Provided, however, that paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information otherwise required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
|
(2) |
That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. |
|
(3) |
To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering. |
|
(4) |
To file a post-effective amendment to the registration
statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout
a continuous offering; provided, however, that a post-effective amendment need not be filed to include financial statements and information
otherwise required by Section 10(a)(3) of the Act or §210.3-19 if such financial statements and information are contained in
periodic reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this registration statement. |
|
(5) |
That, for the purpose of determining liability
under the Securities Act of 1933 to any purchaser: |
|
(i) |
If the registrant is relying on Rule 430B: |
|
(A) |
Each prospectus filed by the registrant pursuant
to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and |
|
(B) |
Each prospectus required to be filed pursuant
to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant
to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities
Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus
is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall
be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which
that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that
is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede
or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective date; or |
|
(ii) |
If the registrant is subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of
first use. |
|
(6) |
That, for the purpose of determining liability
of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: |
The undersigned registrant undertakes that in
a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
|
(i) |
Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating
to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer
in the offering made by the undersigned registrant to the purchaser. |
|
(b) |
The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
|
(c) |
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication
of such issue. |
|
(d) |
The undersigned registrant hereby further undertakes
that: |
|
(1) |
For purposes of determining any liability under
the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the
Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective. |
|
(2) |
For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunder duly
authorized, in the City of Jinjiang, Fujian Province, PRC on June 2, 2022.
|
Antelope Enterprise Holdings Ltd. |
|
|
|
|
|
By: |
/s/ Huang Meishuang |
|
|
Name: |
Huang Meishuang |
|
|
Title: |
Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Huang Meishuang |
|
Chief Executive Officer |
|
June 2, 2022 |
|
|
(Principal Executive Officer and Director) |
|
|
|
|
|
|
|
/s/ Hen Man Edmund |
|
Chief Financial Officer |
|
June 2, 2022 |
|
|
(Principal Financial Officer and
Principal Accounting Officer) |
|
|
|
|
|
|
|
/s/ Roy Tan Choon Kang* |
|
Director |
|
June 2, 2022 |
|
|
|
|
|
/s/ Song Chungen* |
|
Director |
|
June 2, 2022 |
|
|
|
|
|
/s/ Alex Ng Man Shek* |
|
Director |
|
June 2, 2022 |
|
|
|
|
|
/s/ Shen Cheng Liang* |
|
Director |
|
June 2, 2022 |
|
|
|
|
|
*By: /s/ Hen Man Edmund |
|
Attorney & Agent-In-Fact |
|
June 2, 2022 |
Hen Man Edmund |
|
|
|
|
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