AEHL Antelope Enterprise Holdings Ltd

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

AMENDMENT NO.1 TO

FORM 20-F

 

(Mark one)

 

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2022.

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

for the transition period from ____________to ____________

 

Commission file number 001-34944

 

Antelope Enterprise Holdings Limited

(Exact name of the Registrant as specified in its charter)

 

British Virgin Islands

(Jurisdiction of incorporation or organization)

 

Room 1802, Block D, Zhonghai International Center,

Hi-Tech Zone, Chengdu,

Sichuan Province, PRC

Telephone: +86 (28) 8532 4355

(Address of principal executive offices)

 

Weilai (Will) Zhang

Room 1802, Block D, Zhonghai International Center,

Hi-Tech Zone, Chengdu,

Sichuan Province, PRC

Telephone: +86 (28) 8532 4355

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Ordinary Shares		AEHL		The Nasdaq Stock Market

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

None.

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

None.

(Title of Class)

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

An aggregate of 8,055,188 ordinary shares, par value $0.024 each were issued and outstanding as of December 31, 2022. (On February 21, 2023, the Company amended its authorized share capital, as result, the ordinary share, par value $0.024 each, of the company were re-designated into Class A ordinary shares, no par value, and Class B ordinary shares, no par value.)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes ☐

No ☒

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

Yes ☐

No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☒

No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes ☒

No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

☐ Large Accelerated filer	☐ Accelerated filer	☒ Non-accelerated filer
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 13(a) of the Exchange Act. ☐

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

☐ US GAAP

☒ International Financial Reporting Standards as issued by the International Accounting Standards Board

☐ Other

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 

☐ Item 17

☐ Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ☐

No ☒

Hong Kong, China  2769

 

 

 

TABLE OF CONTENTS

 

		Page
	EXPLANATORY NOTE	3
	PART II
	ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION	4
	PART III	5
ITEM 19.	EXHIBITS	5

 

 

Explanatory Note

 

Antelope Enterprise Holdings Ltd. (the “Company”) filing this Amendment No. 1 on Form 20-F/A (this “Amendment No. 1”) to amend its annual report on Form 20-F for the fiscal year ended December 31, 2022 as filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2023 (the “Original Filing”), to address certain comments from the Staff of the SEC in relation to the Original Filing. Accordingly, the Company is restating in their entirety the following sections of the Original Filing: (i) “Part II - Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections” and (ii) “Part III - Item 19. Exhibits” in this Amendment No. 1.

 

This Amendment No. 1 speaks as of the filing date of the Original Filing, or May 1, 2023. No attempt has been made in this Amendment No. 1 to modify or update in any way the financial statements or any other items or disclosures in the Original Filing. Except as specifically noted herein, this Amendment No. 1 does not amend, update or restate any of the information previously included in the Original Filing, nor does this Amendment No. 1 reflect any event that has occurred after the date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and the Company’s other filings with the SEC subsequent to May 1, 2023.

 

As required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, the Company is also filing or furnishing the certifications required under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment No. 1.

 

 

ITEM 16I.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENUE INSPECTION

 

(a) Please see the Supplemental Submission pursuant to Item 16I(a) of Form 20-F, attached as Exhibit 99.1 to this Amendment No.1.

 

(b) During our fiscal year 2022, we were conclusively listed by the SEC as a Commission-Identified Issuer under the HFCA Act following the filing of our Annual Report on Form 20-F for the fiscal year ended December 31, 2021. Our auditor for the years ended December 31, 2022, 2021 and 2020, a registered public accounting firm that the PCAOB was not able to inspect or investigate completely in 2021 according to the PCAOB’s December 16, 2021 determinations, issued the audit report for us for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a HFCA Act determination report that vacated its December 16, 2021 determinations and removed mainland China and Hong Kong from the list of jurisdictions where it had been unable to completely inspect or investigate the registered public accounting firms. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCA Act after we file this Amendment No.1.

 

The jurisdictions in which our consolidated foreign operating entities are incorporated include mainland China, Hong Kong, and British Virgin Islands. We hold 100% equity interests in its consolidated operating entities, except for Hainan Kylin Cloud Services Technology Co., Ltd., in which the Company indirectly holds 51% equity interest. We reviewed (i) the shareholder register provided by Transhare Corporation, our transfer agent, and (ii) Schedules 13D and 13G filed by the shareholders, the absence of any Schedule 13D or 13G filing made by any foreign governmental entity with respect to the Company’s securities, and the absence of foreign government representation on its board of directors, we have no awareness or belief that we are owned or controlled by a government entity in mainland China.

 

We received written confirmations from the directors of the Company and its consolidated foreign operating entities and each of them represented that he/she is not an official of the Chinese Communist Party. The currently effective memorandum and articles of association of our Company and equivalent organizing documents of our consolidated foreign operating entities do not contain any charter of the Chinese Communist Party.

 

Therefore, to the best of our knowledge, no governmental entity in mainland China, Hong Kong, or the British Virgin Islands owns shares of our significant consolidated foreign operating entities.

 

 

PART III

 

ITEM 19.

EXHIBITS

 

Exhibit No.		Description
1.1		Amended and Restated Memorandum and Articles of Association of Antelope Enterprise Holdings Limited, effective on February 23, 2023 (21)
1.2		Memorandum and Articles of Association of Success Winner Limited (2).
1.3		Memorandum and Articles of Association of Stand Best Creation Limited (2).
1.4		Operation Charter of Jinjiang Hengda Ceramics Co., Ltd. (2).
2.1		Specimen Unit Certificate (3).
2.2		Specimen of Class A Ordinary Shares (21)
2.3		Description of Securities (21)
3.1		Form of Voting Agreement (2).
4.1		Common Stock Warrant (14).
4.2		Merger and Stock Purchase Agreement among CHAC, Antelope Enterprise Holdings Limited, Hengda, Success Winner and the Seller (2).
4.3		Form of Registration Rights Agreement among CHAC and the founders (3).
4.4		Form of Earn-Out Escrow Agreement (2).
4.5		Form of Indemnity Escrow Agreement (2).
4.6		Form of Lock-Up Agreement for CHAC founders (2).
4.7		Form of Lock-Up Agreement (2).
4.8		Acquisition Agreement, dated November 19, 2009, by and between Jinjiang Hengda Ceramics Co., Ltd., all of the shareholders of Jiangxi Hengdali Constructional Ceramics Co., Ltd., and Jiangxi Hengdali Constructional Ceramics Co., Ltd (8).
4.9		License Agreement between Huang Jia Dong and Jinjiang Hengda Ceramics Co., Ltd. (6).
4.10		Antelope Enterprise Holdings Limited 2010 Incentive Compensation Plan (7).
4.11		Employment Agreement, dated as of February 1, 2016, by and between Antelope Enterprises and Huang Jia Dong (9).
4.12		Employment Agreement, dated as of February 1, 2016, by and between Antelope Enterprises and Su Wei Feng (9).
4.13		Employment Agreement, dated as of August 1, 2015, by and between Antelope Enterprises and Hen Man Edmund (9).
4.14		Term sheets relating to agreements for derivative instruments (10).
4.15		Agreement between Taishin International Bank, Co., Ltd., Stand Best Creation Limited and Sound Treasure Limited, dated July 31, 2014 (10).
4.16		Agreement between Stand Best Creation Limited, Huang Jia Dong, Wong Kung Tok, Mr. Huang’s brother-in-law, and Sound Treasure Limited, dated July 31, 2014 (10).

 

 

4.17		Form of Securities Purchase Agreement (10).
4.18		2022 Incentive Award Plan (11)
4.19		Form of Securities Purchase Agreement dated September 30, 2022 (12)
4.20		Form of Investor Warrant dated September 30, 2022 (12)
4.21		Form of Placement Agent Warrant dated September 30, 2022 (12)
4.22		Director Offer Letter dated December 1, 2022 (13)
4.23		Purchase Agreement, dated December 12, 2022 (14)
4.23		Form of Promissory Note, dated December 12, 2022 (14)
4.24		Employment agreement with Weilai (Will) Zhang, dated January 5, 2023 (15)
4.25		Share Purchase Agreement, dated December 30, 2022 (15)
4.26		Form of Promissory Note (15)
4.27		Form of Securities Purchase Agreement, dated January 10, 2023 (16)
4.28		Form of Securities Purchase Agreement, dated January 13, 2023 (17)
4.29		Director Offer Letter to Weilai (Will) Zhang, dated February 24, 2023 (18)
4.30		Director Offer Letter to Ms. Huashu Yuan, dated March 30, 2023 (19)
4.31		Form of Securities Purchase Agreement, dated March 30, 2023 (20)
8.1		List of Subsidiaries (21)
11.1		Code of Business Conduct and Ethics (8).
12.1		Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended. *
12.2		Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended. *
13.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
15.1		Consent of Centurion ZD CPA & Co., an independent registered public accounting firm.*
99.1		Supplemental Submission Pursuant to Item 16I(a) of Form 20-F*
101.1NS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

 

(1)	Incorporated by reference to Annexes C and D of Antelope Enterprises’ Prospectus on Form 424B3 filed with the SEC on November 13, 2009.
(2)	Incorporated by reference to Antelope Enterprises’ Registration Statement on Form F-4 (File No. 333-161557).

 

 

(3)	Incorporated by reference to exhibits of the same number filed with CHAC’s Registration Statement on Form F-1 or amendments thereto (File No. 333-145085).
(4)	Incorporated by reference to CHAC’s Form 8-K, dated November 21, 2007.
(5)	Incorporated by reference to exhibits of the same number filed with Antelope Enterprises’ Registration Statement on Form F-1 (File No. 333-170237).
(8)	Incorporated by reference to Annex A to Exhibit 99.1 filed with Antelope Enterprises’ Report on Form 6-K filed with the SEC on November 20, 2010
(7)	Incorporated by reference to Antelope Enterprises’ Annual Report on Form 20-F filed with the SEC on May 17, 2010.
(8)	Incorporated by reference to Antelope Enterprises’ Annual Report on Form 20-F filed with the SEC on April 20, 2016.
(9)	Incorporated by reference to Antelope Enterprises’ Annual Report on Form 20-F filed with the SEC on July 31, 2014.
(10)	Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on December 20, 2019.
(11)	Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on September 26, 2022.
(12)	Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on October 5, 2022.
(13)	Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on December 1, 2022.
(14)	Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on December 13, 2022.
(15)	Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on January 5, 2023.
(16)	Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on January 12, 2023.
(17)	Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on January 17, 2023.
(18)	Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on February 27, 2023.
(19)	Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on March 31, 2023.
(20)	Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on April 5, 2023.
(21)	Incorporated by reference to Antelope Enterprises’ Annual Report on Form 20-F filed with the SEC on May 1, 2023.

 

*	Filed herein
**	Furnished herein

 

 

SIGNATURES

 

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

	ANTELOPE ENTERPRISE HOLDINGS LIMITED
February 2, 2024	By:	/s/ Weilai (Will) Zhang
	Name:	Weilai (Will) Zhang
	Title:	Chief Executive Officer (Principal Executive Officer) and Chairman

 

	ANTELOPE ENTERPRISE HOLDINGS LIMITED
February 2, 2024	By:	/s/ Hen Man Edmund
	Name:	Hen Man Edmund
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

 

Signature			Title		Date
By:	/s/ Weilai (Will) Zhang		Chief Executive Officer (Principal Executive Officer) and		February 2, 2024
	Weilai (Will) Zhang		Chairman
By:	/s/ Hen Man Edmund		Chief Financial Officer (Principal Financial and Accounting Officer)		February 2, 2024
	Hen Man Edmund
By:	/s/ Song Chungen		Director		February 2, 2024
	Song Chungen
By:	/s/ Ishak Han		Director		February 2, 2024
	Ishak Han
By:	/s/ Dian Zhang		Director		February 2, 2024
	Dian Zhang
By:	/s/ Tingting Zhang		Director		February 2, 2024
	Tingting Zhang
By:	/s/ Qiguo Wang		Director		February 2, 2024
	Qiguo Wang
By:	/s/ Huashu Yuan		Director		February 2, 2024
	Huashu Yuan
By:	/s/ Junjie Dong		Director		February 2, 2024
	Junjie Dong
By:	/s/ Xiaoying Song		Director		February 2, 2024
	Xiaoying Song

 

 

Exhibit 12.1

 

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

 

I, Weilai Zhang, certify that:

 

1. I have reviewed this annual report on Form 20-F/A of Antelope Enterprise Holding Ltd. (the “Company”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

 

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

Date: February 2, 2024

 

By:	/s/ Weilai Zhang
Name:	Weilai Zhang
Title:	Chief Executive Officer

 

 

 

Exhibit 12.2

 

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

 

I, Edmund Hen, certify that:

 

1. I have reviewed this annual report on Form 20-F/A of Antelope Enterprise Holding Ltd. (the “Company”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

 

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

Date: February 2, 2024

 

By:	/s/ Edmund Hen
Name:	Edmund Hen
Title:	Chief Financial Officer

 

 

 

Exhibit 13.1

 

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Amendment No.1 to the Annual Report of Antelope Enterprise Holding Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Weilai Zhang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: February 2, 2024

 

By:	/s/ Weilai Zhang
Name:	Weilai Zhang
Title:	Chief Executive Officer

 

 

Exhibit 13.2

 

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Amendment No.1 to the Annual Report of Antelope Enterprise Holding Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edmund Hen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: February 2, 2024

 

By:	/s/ Edmund Hen
Name:	Edmund Hen
Title:	Chief Financial Officer

 

 

 

 

 

Exhibit 15.1

 

	中正達會計師事務所 Centurion ZD CPA & Co. Certified Public Accountants (Practising)
Unit 1304, 13/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Hong Kong. 香港 紅磡 德豐街22號 海濱廣場二期 13樓1304室 Tel 電話: (852) 2126 2388 Fax 傳真: (852) 2122 9078 Email 電郵: info@czdcpa.com

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statements of Antelope Enterprise Holdings Ltd. (“the Company”) on Amendment No.1 on Form 20-F/A of our report dated May 1, 2023, with respect to our audits of the consolidated financial statements of the Company as at December 31, 2022 and 2021 and for each of the years in the three-year period ended December 31, 2022, which report is included in the Annual Report on Form 20-F (File No. 001-34944, filed with the SEC on May 1, 2023) of the Company for the year ended December 31, 2022.

 

/s/ Centurion ZD CPA & Co.

 

Centurion ZD CPA & Co.

 

Hong Kong, China

February 2, 2024

 

PCAOB ID: 2769

 

 

 

 

Exhibit 99.1

 

Supplemental Submission

Pursuant to Item 16I(a) of Form 20-F

 

Antelope Enterprise Holdings Ltd. (the “Company”) is submitting via EDGAR the following information as required under Item 16I(a) of Form 20-F in relation to the Staff Statement on the Holding Foreign Companies Accountable Act and the Consolidated Appropriate Act, 2023 (the “HFCAA”).

 

During its fiscal year 2022, the Company was conclusively identified by the U.S. Securities and Exchange Commission (the “SEC”) as a Commission-Identified Issuer pursuant to the HFCAA because it filed an annual report on Form 20-F for the year ended December 31, 2021 with the SEC with an audit report issued by Centurion ZD CPA & Co., a registered public accounting firm retained by the Company for the preparation of the audit report on the Company’s financial statements included therein. Centurion ZD CPA & Co. is a registered public accounting firm headquartered in Hong Kong, a jurisdiction where the Public Company Accounting Oversight Board (the “PCAOB”) determined that it was unable to inspect or investigate completely registered public accounting firms headquartered there, including Centurion ZD CPA & Co., until December 2022 when the PCAOB vacated its previous determination. In response to Item 16I(a) of Form 20-F, the Company believes that the following information establishes that it is not owned or controlled by a governmental entity in China.

 

Mr. Weilai Zhang, the Chief Executive Officer and the Chairman of the Company, beneficially owned (determined in accordance with the SEC rules) 461,739 Class A ordinary shares and 977,755 Class B ordinary shares, representing 48.70% of the Company’s aggregate voting power as of August 10, 2023.

 

Based on an examination of the Company’s register of members and public filings made by its shareholders, to the Company’s knowledge, excluding the beneficial ownership of the Company’s directors and senior management, no shareholder beneficially owned 5% or more of the Company’s outstanding shares as of May 30, 2023, other than Mr. Gordon Hu, who beneficially owned 26.38% of the Company’s outstanding Class A ordinary shares, representing 13.82% of the Company’s aggregate voting power as of August 10, 2023. The following is an excerpt of the relevant disclosure in the Company’s annual report on Form 20-F for the year ended December 31, 2022 regarding the beneficial ownership of Gordon Hu: “The business address for Invine Indeed LLC, Multiplying Hundreds LLC, Mustard Seeding LLC, The Beatitudes In All LLC, Zion Rock LLC is 7901 4th St N Ste 300, St Petersburg, FL 33702. These five entities are under common control of one beneficial owner, Mr. Gordon Hu.”

 

Furthermore, as of the date hereof, the directors, officers and senior management of the Company consist of: Weilai Zhang, Edmund Hen, Ishak Han, Chungen Song, Dian Zhang, Huashu Yuan, Tingting Zhang, and Qiguo Wang and none of such persons are a representative of any government entity in the People’s Republic of China.

 

Based on the above, the Company is not owned or controlled by a government entity in China.

 

Dated: January 30, 2024

 

	Antelope Enterprise Holdings Ltd.
	By:	/s/ Weilai Zhang
	Name:	Weilai Zhang
	Title:	Chief Executive Officer

 

 

 

v3.24.0.1

Cover	12 Months Ended
	Dec. 31, 2022 shares
Entity Addresses [Line Items]
Document Type	20-F/A
Amendment Flag	true
Amendment Description	Antelope Enterprise Holdings Ltd. (the “Company”) filing this Amendment No. 1 on Form 20-F/A (this “Amendment No. 1”) to amend its annual report on Form 20-F for the fiscal year ended December 31, 2022 as filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2023 (the “Original Filing”), to address certain comments from the Staff of the SEC in relation to the Original Filing. Accordingly, the Company is restating in their entirety the following sections of the Original Filing: (i) “Part II - Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections” and (ii) “Part III - Item 19. Exhibits” in this Amendment No. 1.
Document Registration Statement	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-34944
Entity Registrant Name	Antelope Enterprise Holdings Limited
Entity Central Index Key	0001470683
Entity Incorporation, State or Country Code	D8
Entity Address, Address Line One	Room 1802
Entity Address, Address Line Two	Block D, Zhonghai International Center
Entity Address, Address Line Three	Hi-Tech Zone
Entity Address, City or Town	Chengdu
Entity Address, Country	CN
Title of 12(b) Security	Class A Ordinary Shares
Trading Symbol	AEHL
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Document Accounting Standard	International Financial Reporting Standards
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	8,055,188
Auditor Location	Hong Kong, China
Auditor Firm ID	2769
Auditor Name	Centurion ZD CPA
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	Room 1802
Entity Address, Address Line Two	Block D, Zhonghai International Center
Entity Address, Address Line Three	Hi-Tech Zone
Entity Address, City or Town	Chengdu
Entity Address, Country	CN
City Area Code	+86
Local Phone Number	(28) 8532 4355
Contact Personnel Name	Weilai (Will) Zhang

---