As filed with the Securities and Exchange Commission on October
26, 2021
Registration No. 333-258782
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
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. Employe
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.
Schiff Hardin LLP
901 K Street NW, Suite 700
Washington, DC 20001
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. ¨
CALCULATION OF REGISTRATION FEE
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Title of Security Being
Registered |
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Amount Being
Registered (1) |
|
|
Proposed Maximum Aggregate Offering
Price (2) |
|
|
Amount of
Registration Fee(3) |
|
| Shares, par
value $0.024 per share, to be offered by the selling
shareholders |
|
|
2,218,702 |
|
|
$ |
6,500,797 |
|
|
$ |
710 |
|
(1) All of the shares being registered are offered
by the Selling Shareholders listed in the registration statement.
Accordingly, this registration statement includes an indeterminate
number of additional shares of common stock issuable for no
additional consideration pursuant to any stock dividend, stock
split, recapitalization or other similar transaction effected
without the receipt of consideration, which results in an increase
in the number of outstanding shares of our common stock. In the
event of a stock split, stock dividend or similar transaction
involving our common stock, in order to prevent dilution, the
number of shares registered shall be automatically increased to
cover the additional shares in accordance with Rule 416(a) under
the Securities Act of 1933.
(2) Estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(c) under the
Securities Act of 1933, as amended, based on the average of the
high and low prices per share of the registrant’s shares as
reported on the Nasdaq Capital Market on August 11, 2021.
(3) Previously paid.
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 [_], 2021
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.
Our shares are currently traded on the Nasdaq Stock Market under
the symbol “AEHL”. On October 25, 2021, the closing price for our
shares on Nasdaq was $2.83 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 so that the investors 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 promulgates 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 the 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 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
crticial 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 prohibits "monopolistic practices,"
which include: a) the conclusion of monopoly agreements between
operators; b) the abuse of dominant market position by operators;
c) concentration of undertakings which has or may have the effect
of eliminating or restricting market competition. Also, according
to Article 19, 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; c) three
operators have 75% or higher market share in a relevant market. We
believe that none of our subsidiaries in China has conducted 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 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.”
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.”
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 6 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 [_], 2021
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 October 25, 2021, the exchange
rate was RMB 6.3858to 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,
2020 filed with the SEC on April 29, 2021; 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,” “HDL” or “Hengdeli”, “Pottery Capital of Tang Dynasty”,
“TOERTO” and ”WULIQIAO” 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.
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 this offering and will terminate on the five year
anniversary of the effective date of this offering.
June 2021 Capital Raising Transaction
On June 10, 2021, we entered into Securities Purchase Agreements
with three institutional accredited investors pursuant to which it
sold 913,875 of the Company’s 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 will be 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 this 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 20201 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
this 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 will 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.
• 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
The Warrants may not have value
The February 2021 Warrants being offered in this offering 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.
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 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
prohibits "monopolistic practices," which include: a) the
conclusion of monopoly agreements between operators; b) the abuse
of dominant market position by operators; c) concentration of
undertakings which has or may have the effect of eliminating or
restricting market competition. Also, according to Article 19, 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; c) three operators have 75% or
higher market share in a relevant market. We believe none of our
subsidiaries in China has conducted 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.
Our Ordinary Shares may be delisted under the HFCA Act if the
PCAOB is unable to inspect 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 Holding Foreign Companies Accountable Act was enacted on
December 18, 2020. The HFCA Act states 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 Ordinary Shares from being traded on a national
securities exchange or in the over the counter trading market in
the United States. Our financial statements contained in the annual
report on Form 20-F for the year ended December 31, 2020 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. According to Article 177 of
the PRC Securities Law (last amended in March 2020), no overseas
securities regulator is allowed to directly conduct investigation
or evidence collection activities in China. Accordingly, without
the consent of the competent PRC securities regulators and relevant
authorities, no organization or individual may provide the
documents and materials relating to securities business activities
to overseas parties. As a result, the audit working papers of our
financial statements may not be inspected by the PCAOB without the
approval of the PRC authorities, since the audit work was carried
out by Centurion ZD CPA & Co. . Our Ordinary Shares may be
delisted under the Holding Foreign Companies Accountable Act (the
“HFCA Act”) if the PCAOB is unable to inspect auditors with
presence in China. On March 24, 2021, the SEC adopted interim final
rules relating to the implementation of certain disclosure and
documentation requirements of the HFCA Act. We will be required to
comply with these rules if the SEC identifies us as having a
"non-inspection" year under a process to be subsequently
established by the SEC. The SEC is assessing how to implement other
requirements of the HFCA Act, including the listing and trading
prohibition requirements described above. On June 22, 2021, the
U.S. Senate passed a bill which, if passed by the U.S. House of
Representatives and signed into law, would reduce the number of
consecutive non-inspection years required for triggering the
prohibitions under the HFCA Act from three years to two. The SEC
may propose additional rules or guidance that could impact us if
our auditor is not subject to PCAOB inspections. For example, on
August 6, 2020, the President's Working Group on Financial Markets,
or the PWG, issued the Report on Protecting United States Investors
from Significant Risks from Chinese Companies to the then President
of the United States. This report recommended the SEC implement
five recommendations to address companies from jurisdictions that
do not provide the PCAOB with sufficient access to fulfil its
statutory mandate. Some of the concepts of these recommendations
were implemented with the enactment of the HFCA Act. However, some
of the recommendations were more stringent than the HFCA Act. For
example, if a company was not subject to PCAOB inspections, the
report recommended that the transition period before a company
would be delisted would end on January 1, 2022. The SEC has
announced that its staff is preparing a consolidated proposal for
the rules regarding the implementation of the HFCA Act and to
address the recommendations in the PWG report. It is unclear when
the SEC will complete its rulemaking and when such rules will
become effective and what, if any, of the PWG recommendations will
be adopted. The implications of this possible regulation in
addition the requirements of the HFCA Act are uncertain. Such
uncertainty could cause the market price of our Ordinary Shares to
be materially and adversely affected, and our securities could be
delisted or prohibited from being traded “over-the-counter” earlier
than would be required by the HFCA Act. If our securities are
unable to be listed on another securities exchange by then, such a
delisting would substantially impair your ability to sell or
purchase our Ordinary Shares when you wish to do so, and the risk
and uncertainty associated with a potential delisting would have a
negative impact on the price of our Ordinary Shares. The PCAOB's
inability to conduct inspections in China prevents it from fully
evaluating the audits and quality control procedures of our
independent registered public accounting firm. As a result, we and
our investors are deprived of the benefits of such PCAOB
inspections. The inability of the PCAOB to conduct inspections of
auditors with presence in China makes it more difficult to evaluate
the effectiveness of our independent registered public accounting
firm's audit procedures or quality control procedures as compared
to auditors outside of China that are subject to the PCAOB
inspections, which could cause investors and potential investors in
our securities to lose confidence in our audit procedures and
reported financial information and the quality of our financial
statements. If we fail to meet the new listing standards before the
deadline specified thereunder due to factors beyond our control, we
could face possible de-listing from the Nasdaq Stock Market,
deregistration from the SEC and/or other risks, which may
materially and adversely affect, or effectively terminate, our
Ordinary Shares trading in the United States.
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 court 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 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 August 11, 2021, 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 |
|
(Source: http://finance.yahoo.com)
On October 25, 2021, the closing price of our shares on the NASDAQ
Stock Market was $2.83, with 5,932,025 shares issued and
outstanding as of the same date.
CAPITALIZATION
The following table sets forth our capitalization as of December
31, 2020 and June 30, 2021 (unaudited). 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 |
|
|
As of |
|
|
(in RMB except share data) |
|
December 31, 2020 |
|
|
June 30, 2021
(unaudited) |
|
|
Common shares issued |
|
|
3,674,370 |
|
|
|
5,909,525 |
|
|
Par Value Amount |
|
|
590,996 |
|
|
|
937,353 |
|
|
Additional Paid-In Capital |
|
|
456,990,525 |
|
|
|
497,847,821 |
|
|
Statutory Reserves |
|
|
135,343,158 |
|
|
|
135,343,158 |
|
|
Retained Earnings |
|
|
(494,067,462 |
) |
|
|
(564,836,907 |
) |
|
Accumulated Other Comprehensive Income |
|
|
(1,508,868 |
) |
|
|
(1,433,495 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total: |
|
|
97,348,349 |
|
|
|
67,857,930 |
|
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, 2018, 2019 and
2020, as well as during the period from January 1, 2021 through the
date of this Prospectus, 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 it 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, 2021 To June 30,
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 |
|
For the year 2018
|
|
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 |
14,602,916 |
2,209,550 |
Working capital loan to 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
September 24, 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
Advisors Inc. (1) |
|
294,753(12) |
|
|
4.99%(12) |
|
|
500,703 |
|
|
0 |
|
|
* |
|
| Intracoastal
Capital, LLC (2) |
|
294,753(13) |
|
|
4.99%(13) |
|
|
500,703 |
|
|
125,643(15) |
|
|
2.13% |
|
| CVI
Investments, Inc. (3) |
|
294,753(14) |
|
|
4.99%(14) |
|
|
500,704 |
|
|
0 |
|
|
*
|
|
| Dawson
James Securities, Inc. (4) |
|
228,980 |
|
|
3.88% |
|
|
115,028 |
|
|
0 |
|
|
1.9% |
|
| 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) |
The address of the selling
shareholder is 155 University Avenue, Suite 207, Toronto, Ontario,
Canada M5H 3B7. |
| (2) |
The address of the selling
shareholder is 2211A Lakeside Drive, Bannockburn, IL
60015. |
| (3) |
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 5,906,866
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 |
|
$ |
20,000 |
|
| Accounting fees and expenses |
|
$ |
5,000 |
|
| Miscellaneous expenses |
|
$ |
1,000 |
|
| |
|
|
|
|
| Total |
|
$ |
26,710 |
|
All amounts are estimated except the SEC registration fee.
LEGAL MATTERS
We are being represented by Schiff Hardin 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.
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(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. |
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(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.
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(3)
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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.
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(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. |
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(5) |
Incorporated by reference from the signature page filed with
the Registrant’s Registration Statement on Form F-3, filed on
August 12, 2021. |
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(a) |
The
undersigned registrant hereby undertakes: |
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(1) |
to
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement: |
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(i) |
To
include any prospectus required by section 10(a)(3) of the
Securities Act of 1933; |
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(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; |
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(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.
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(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. |
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(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. |
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(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. |
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(5) |
That, for the purpose of determining liability
under the Securities Act of 1933 to any purchaser: |
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(i) |
If
the registrant is relying on Rule 430B: |
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(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 |
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(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 |
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(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. |
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(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:
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(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. |
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(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. |
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(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 October 26, 2021.
| |
Antelope
Enterprise Holdings Ltd. |
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By: |
/s/ Huang Meishuang |
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|
Name: |
Huang Meishuang |
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|
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 |
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Title |
|
Date |
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/s/ Huang Meishuang |
|
Chief Executive Officer |
|
October 26, 2021
|
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(Principal Executive Officer and Director) |
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/s/ Hen Man Edmund |
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Chief Financial Officer |
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October 26, 2021
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(Principal Financial Officer and
Principal Accounting Officer)
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/s/ Roy Tan Choon Kang |
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Director |
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October 26, 2021
|
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/s/ Song Chungen |
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Director |
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October 26, 2021
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|
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/s/ Alex Ng Man Shek |
|
Director |
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October 26, 2021
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/s/ Shen Cheng Liang |
|
Director |
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October 26, 2021
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*By: /s/ Hen Man Edmund |
|
Attorney & Agent-In-Fact |
|
October 26,
2021 |
| Hen Man
Edmund |
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