SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. ____)*
Antelope
Enterprise Holdings Ltd.
(Name of Issuer)
Common Shares, $0.008 par value per share
(Title of Class of Securities)
G041JN106
(CUSIP Number)
February 12, 2021
(Date of Event Which Requires Filing of
this statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
(1)
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NAMES
OF REPORTING PERSONS
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CVI
Investments, Inc.
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(2)
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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¨
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(b)
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¨
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(3)
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SEC
USE ONLY
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(4)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Cayman
Islands
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NUMBER OF
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(5)
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SOLE VOTING POWER
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SHARES
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0
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BENEFICIALLY
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(6)
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SHARED VOTING POWER **
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OWNED BY
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196,079
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EACH
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(7)
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SOLE DISPOSITIVE POWER
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REPORTING
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0
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PERSON WITH
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(8)
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SHARED DISPOSITIVE POWER
**
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196,079
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(9)
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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196,079
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(10)
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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(11)
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.3%
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(12)
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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** Heights Capital Management, Inc.
is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares.
(1)
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NAMES
OF REPORTING PERSONS
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Heights Capital Management, Inc.
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(2)
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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¨
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(b)
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¨
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(3)
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SEC
USE ONLY
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(4)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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(5)
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SOLE VOTING POWER
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SHARES
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0
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BENEFICIALLY
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(6)
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SHARED VOTING POWER **
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OWNED BY
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196,079
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EACH
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(7)
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SOLE DISPOSITIVE POWER
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REPORTING
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0
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PERSON WITH
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(8)
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SHARED DISPOSITIVE POWER
**
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196,079
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(9)
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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196,079
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(10)
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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(11)
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.3%
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(12)
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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** Heights Capital Management, Inc.
is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares.
Item 1.
Antelope Enterprise Holdings Ltd. (the
“Company”)
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(b)
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Address of Issuer’s
Principal Executive Offices
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c/o Jinjiang Hengda Ceramics Co., Ltd.,
Junbing Industrial Zone, Anhai, Jinjiang City, Fujian Province, PRC
Item 2(a).
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Name of Person Filing
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This statement is filed by the entities listed below,
who are collectively referred to herein as “Reporting Persons,” with respect to the common shares of the Company,
$0.008 par value per share (the “Shares”).
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(i)
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CVI
Investments, Inc.
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(ii)
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Heights Capital Management, Inc.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence
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The address of the principal business office of CVI
Investments, Inc. is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights
Capital Management, Inc. is:
101 California Street, Suite 3250
San
Francisco, California 94111
Citizenship is set forth in Row 4
of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Item 2(d)
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Title of Class of Securities
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Common shares, $0.008 par value per
share
G041JN106
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under Section 15 of
the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15
U.S.C. 78c).
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(c)
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Insurance company as defined in Section 3(a)(19)
of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser
in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance
with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is
excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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A non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance
with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ________________
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer identified in Item 1.
The information required by
Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
The Company’s Prospectus
Supplement (to Prospectus dated November 19, 2018, Registration No. 333-228182),
filed on February 16, 2021, indicates there were 3,696,256 Shares outstanding (excluding Shares underlying warrants issued at
the same time) as of the completion of the offering of the Shares referred to therein.
Heights Capital Management,
Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares
owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except
for their pecuniary interest therein.
Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following: ¨
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company or Control Person
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
Item 9.
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Notice of Dissolution of Group
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Not applicable.
By signing below each
of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable
inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it
set forth in this statement is true, complete, and correct.
Dated: February 24, 2021
CVI INVESTMENTS, INC.
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HEIGHTS CAPITAL MANAGEMENT, INC.
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By:
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Heights Capital Management, Inc.
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By:
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/s/ Brian Sopinsky
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pursuant to a Limited Power of
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Name:
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Brian Sopinsky
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Attorney, a copy of which is attached
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Title:
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Secretary
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as Exhibit I hereto
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By:
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/s/ Brian Sopinsky
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Name:
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Brian Sopinsky
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Title:
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Secretary
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EXHIBIT INDEX
EXHIBIT
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DESCRIPTION
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I
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Limited Power of Attorney
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II
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Joint Filing Agreement
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Exhibit I
LIMITED POWER OF ATTORNEY
THIS
LIMITED POWER OF ATTORNEY given on the 16th day of July, 2015 by CVI Investments, Inc. (hereinafter called "the Company"),
whose Registered Office is situated at PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
WHEREAS, by agreement dated
July 16, 2015, by and between the Company and Heights Capital Management, Inc., the Company expressly authorized Heights Capital
Management, Inc. to enter into transactions in certain designated areas as defined in the Discretionary Investment Management
Agreement attached hereto marked "Appendix l."
NOW THIS DEED WITNESSETH
that William Walmsley, Director of the Company, hereby appoints on behalf of the Company the firm of HEIGHTS CAPITAL MANAGEMENT,
INC., which through its officers, directors and employees is hereby formally granted limited power of attorney for the purpose
of entering into transactions on behalf and for the account of the Company; and to take all actions on behalf of the Company as
may be necessary to consummate such transactions, including but not limited to making, negotiating; signing, endorsing, executing,
acknowledging and delivering in the name of the Company all applications, contracts, agreements, notes, statements, certificates,
proxies and any other instruments of whatever kind and nature as may be necessary or proper in connection with the entering into
of such transactions, instructing the transfer of funds where necessary with respect to such transactions, and performing all
of the services specified under the Discretionary Investment Management Agreement with respect to such transactions.
IN WITNESS
WHEREOF, the Company has caused this Limited Power of Attorney to take effect on the day and year above written.
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CVI Investments, Inc.
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By:
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/s/ William Walmsley
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William Walmsley, Director
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EXHIBIT II
JOINT FILING AGREEMENT
This will confirm the agreement by and
among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with
respect to the beneficial ownership by the undersigned of the shares of common stock of Antelope Enterprise Holdings Ltd., $0.008
par value per share, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named
below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
Dated as of February 24, 2021
CVI INVESTMENTS, INC.
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HEIGHTS CAPITAL MANAGEMENT, INC.
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By:
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Heights Capital Management, Inc.
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By:
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/s/ Brian Sopinsky
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pursuant to a Limited Power of Attorney
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Name:
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Brian Sopinsky
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Title:
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Secretary
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By:
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/s/ Brian Sopinsky
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Name:
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Brian Sopinsky
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Title:
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Secretary
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