0001470683--12-312022Q2false0.0250.0252022-06-30Antelope Enterprise Holdings LtdFebruary 17, 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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2022

ANTELOPE ENTERPRISE HOLDINGS LTD.

(Translation of registrant's name into English)

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 Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F                          Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes              No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                 .

EXPLANATORY NOTE

This Report of Foreign Private Issuer on Form 6-K filed by Antelope Enterprise Holdings Limited. (together with our subsidiaries, unless the context indicates otherwise, “we,” “us,” “our,” or the “Company”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including ”anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. The information in this Report on Form 6-K is not intended to project future performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company does not guarantee future results, levels of activity, performance or achievements. The Company expectations are as of the date this Form 6-K is filed, and the Company does not intend to update any of the forward-looking statements after the date this Report on Form 6-K is filed to confirm these statements to actual results, unless required by law.

ANTELOPE ENTERPRISE HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Six Months ended June 30,

2022

2021

    

Notes

    

RMB’000

RMB’000

Net sales

5

134,961

50,107

 

  

 

Cost of goods sold

 

  

 

135,365

56,610

 

  

 

Gross profit (loss)

 

  

 

(404)

(6,503)

 

  

 

Other income

 

5

 

10,399

7,154

Selling and distribution expenses

 

  

 

(4,852)

(3,219)

Administrative expenses

 

  

 

(16,513)

(17,196)

Bad debt expense

 

  

 

(13,536)

(49,827)

Finance costs

 

6

 

(753)

(1,094)

Other expenses

 

  

 

(4)

(77)

 

  

 

Loss before taxation

 

6

 

(25,663)

(70,762)

 

  

 

Income tax expense

 

7

 

(83)

(7)

Net loss

 

  

 

(25,746)

(70,769)

Net income (loss) attributable to :

 

  

 

Equity holders of the Company

 

  

 

(29,335)

(70,769)

Non-controlling interest

3,589

Net loss

(25,746)

(70,769)

Other comprehensive income (loss)

 

  

 

Exchange differences on translation of financial statements of foreign operations

 

  

 

114

76

 

  

 

Total comprehensive loss for the year

 

  

 

(25,632)

(70,693)

 

  

 

Total comprehensive loss attributable to:

Equity holders of the Company

(29,221)

(70,693)

Non-controlling interest

3,589

Total comprehensive loss

(25,632)

(70,693)

Loss per share attributable to the equity holders of the Company

 

  

 

Basic (RMB)

 

8

 

(4.88)

(16.24)

Diluted (RMB)

 

8

 

(4.88)

(16.24)

The accompanying notes are an integral part of these consolidated financial statements.

ANTELOPE ENTERPRISE HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of June 30, 2022

As of December 31, 2021

    

Notes

    

RMB’000

    

RMB’000

ASSETS AND LIABILITIES

  

  

  

NONCURRENT ASSETS

 

  

 

  

 

  

Property and equipment, net

 

 

1,129

 

1,250

Intangible asset, net

6

Right-of-use assets, net

 

13

 

37,952

 

44,288

Total noncurrent assets

 

  

 

39,087

 

45,538

 

  

 

  

 

  

CURRENT ASSETS

 

  

 

  

 

  

Inventories, net

 

9

 

37,040

 

31,589

Trade receivables, net

 

10

 

18,893

 

51,416

VAT receivables

 

 

1,675

 

663

Other receivables and prepayments

 

 

14,994

 

20,781

Restricted cash

 

 

8,550

 

Cash and bank balances

 

 

15,003

 

27,880

Total current assets

 

  

 

96,155

 

132,329

 

 

 

CURRENT LIABILITIES

 

  

 

 

Trade payables

 

11

 

10,222

 

6,290

Accrued liabilities and other payables

12

20,038

22,381

Unearned revenue

 

 

7,187

 

15,545

Amounts owed to related parties

 

15

 

36,348

 

36,348

Lease liabilities

13

13,745

13,404

Taxes payable

 

 

835

 

1,018

Total current liabilities

 

  

 

88,375

 

94,986

 

  

 

 

NET CURRENT ASSETS

 

  

 

7,780

 

37,343

 

  

 

 

NONCURRENT LIABILITIES

Lease liabilities

13

19,468

33,325

Total noncurrent liabilities

19,468

33,325

NET ASSETS

 

  

 

27,399

 

49,556

 

  

 

 

  

EQUITY

 

  

 

 

  

Share capital

 

14

 

964

 

943

Reserves

 

 

21,702

 

49,919

Noncontrolling interest

4,733

(1,306)

Total equity

 

  

 

27,399

 

49,556

The accompanying notes are an integral part of these consolidate financial statements.

ANTELOPE ENTERPRISE HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

    

    

    

Reverse

    

    

Share-based

    

    

    

    

Currency

    

Share

recapitalization

Merger

payment

Statutory

Capital

Retained

translation

Noncontrolling

Share capital

premium

reserve

reserve

reserves

reserve

reserve

earnings

reserve

Total

Interest

Total Equity

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB’000

RMB'000

RMB'000

RMB’000

Notes

Note 14

Balance at January 1,2021

591

 

717,808

 

(507,235)

 

58,989

 

126,164

135,343

 

61,266

 

(494,068)

(1,509)

97,349

97,349

Net income (loss) for the year

 

 

 

 

 

 

(70,769)

(70,769)

(70,769)

Exchange difference on transaction of financial statements of foreign operations

 

 

 

 

 

 

76

76

76

Total comprehensive loss for the year

 

 

 

 

 

 

(70,769)

76

(70,693)

(70,693)

Issuance of new shares for equity financing

233

 

29,744

 

 

 

 

 

29,977

29,977

Warrants exercised

106

 

10,287

 

 

 

 

 

10,393

10,393

Equity compensation - employee share-based compensation

7

 

 

 

 

825

 

 

832

832

Transfer to statutory reserves

 

 

 

 

 

 

Balance at June 30, 2021

937

 

757,839

 

(507,235)

 

58,989

 

126,989

135,343

 

61,266

 

(564,837)

(1,433)

67,858

67,858

  

 

  

 

  

 

  

 

  

  

 

  

 

  

  

  

Balance at January 1,2022

943

757,318

(507,235)

58,989

127,982

135,343

61,266

(582,820)

(924)

50,862

(1,306)

49,556

Net income (loss) for the year

 

 

 

 

 

 

(29,335)

(29,335)

3,589

(25,746)

Exchange difference on transaction of financial statements of foreign operations

 

 

 

 

 

 

114

114

114

Total comprehensive loss for the year

 

 

 

 

 

 

(29,335)

114

(29,221)

3,589

(25,632)

Issuance of new shares for equity financing

 

 

 

 

 

 

Additional paid in capital

2,450

2,450

Equity compensation - employee share-based compensation

21

1,004

1,025

1,025

Transfer to statutory reserves

 

 

 

 

 

 

Balance at June 30, 2022

964

 

757,318

 

(507,235)

 

58,989

 

128,986

135,343

 

61,266

 

(612,155)

(810)

22,666

4,733

27,399

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

ANTELOPE ENTERPRISE HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months ended June 30,

2022

2021

    

Notes

    

RMB’000

    

RMB’000

CASH FLOWS FROM OPERATING ACTIVITIES:

  

  

  

Loss before taxation

 

  

 

(25,663)

 

(70,762)

Adjustments for

 

  

 

 

Operating lease charge

13

6,564

7,035

Depreciation of property, plant and equipment

 

6

 

132

 

19

Bad debt provision of trade receivables

 

 

13,536

 

49,827

Share based compensation

 

14

 

1,025

 

832

Interest expense on lease liability

 

13

 

753

 

1,094

Operating cash flows before working capital changes

 

  

 

(3,653)

 

(11,955)

Decrease (Increase) in inventories

 

  

 

(5,451)

 

24,837

Decrease (Increase) in trade receivables

 

  

 

18,987

 

(7,139)

Decrease (Increase) in other receivables and prepayments

 

  

 

5,787

 

(6,934)

Decrease in trade payables

 

  

 

3,932

 

(1,255)

Decrease (Increase) in unearned revenue

 

  

 

(8,357)

 

Decrease in taxes payable

(1,253)

(1,315)

Increase in accrued liabilities and other payables

 

  

 

(2,344)

 

82

Cash generated from (used in) operations

 

  

 

7,648

 

(3,679)

Interest paid

 

  

 

 

Income tax paid

 

  

 

(25)

 

(7)

Net cash generated from (used in) operating activities

 

  

 

7,623

 

(3,686)

 

  

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

  

 

 

Acquisition of fixed assets

 

  

 

(11)

 

(129)

Acquisition of intangible assets

(6)

Increase in restricted cash

 

  

 

(8,550)

 

Net cash used in investing activities

 

  

 

(8,567)

 

(129)

 

  

 

  

 

  

CASH FLOWS FROM FINANCING ACTIVITIES:

 

  

 

  

 

  

Payment for lease liabilities

13

(14,480)

(14,964)

Additional paid in capital

 

 

2,450

 

29,976

Warrants exercised

10,394

Advance from related parties

 

15

 

 

Net cash generated from (used in) financing activities

 

  

 

(12,030)

 

25,406

 

  

 

 

NET INCREASE (DECREASE) IN CASH & EQUIVALENTS

 

  

 

(12,974)

 

21,591

CASH & EQUIVALENTS, BEGINNING OF PERIOD

 

  

 

27,880

 

12,344

EFFECT OF FOREIGN EXCHANGE RATE DIFFERENCES

 

  

 

97

 

94

CASH & EQUIVALENTS, END OF PERIOD

 

  

 

15,003

 

34,029

The accompanying notes are an integral part of these consolidated financial statements.

CHINA CERAMICS CO. LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2022

(UNAUDITED)

1.

GENERAL INFORMATION

Antelope Enterprise Holdings Limited (“Antelope Enterprise” or the “Company”), formerly known as China Ceramics Co., Ltd (“CCCL”), is a British Virgin Islands company operating under the BVI Business Companies Act (2004) with its shares listed on the NASDAQ Stock Market (“symbol: AEHL”). Its predecessor company, China Holdings Acquisition Corp. (“CHAC”), was incorporated in Delaware on June 22, 2007, and was organized as a blank check company for the purpose of acquiring, through a stock exchange, an asset acquisition or other similar business combination, or controlling, through contractual arrangements, an operating business, that has its principal operations in Asia. The Company has no operations and has no assets or liabilities of consequence outside its investments in its operating subsidiaries. The head office of the Company is located at Junbing Industrial Zone, Jinjiang City, Fujian Province, the People’s Republic of China (“PRC”).

Antelope Enterprise and its subsidiaries’ corporate structure as of June 30, 2022 is as follows:

Graphic

2.

BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). They do not include all of the information required in annual financial statements in accordance with International Financial Reporting Standards (“IFRS”), and should be read in conjunction with the audited consolidated financial statements and related footnotes on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission. The accompanying unaudited condensed consolidated interim financial statements reflect all normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the results for the interim periods presented. Results for the six months ended June 30, 2022 are not necessarily indicative of the results expected for the full fiscal year or for any future period.

These interim financial statements are presented in RMB, unless otherwise stated. They were approved for issue by the Audit Committee of the Board of Directors and the Board of Directors on September 29, 2022.

These interim financial statements have been prepared in accordance with the same accounting policies adopted in the 2021 annual financial statements, except for the accounting policy changes that are expected to be reflected in the 2022 annual financial statements. Details of any changes in accounting policies are set out in note 3.

These interim financial statements contain condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2021 annual financial statements.

3.

CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

At the date of authorization of these financial statements, the IASB has issued a number of amendments, new standards and interpretations which are not yet effective for the six months ended June 30, 2022 and which have not been adopted in these financial statements. These include the following which may be relevant to the Group:

Amendments to IAS 1

Classification of Liabilities as Current or Non-current (1)

Amendments to IFRS 4

Extension of the Temporary Exemption from Applying IFRS 9 (1)

1. Effective for annual periods beginning on or after January 1, 2023
2. The effective date of the amendments has yet to be set by the IASB; however, earlier application of the amendments is permitted

The management of the Company anticipate that the application of all the new and amendments to IFRSs will have no material impact on the consolidated financial statements in the foreseeable future.

4.CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of interim financial statements in conformity with IAS 34 requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates.

5.REVENUE AND OTHER INCOME

a) An analysis of the Company’s revenue and other income is as follows:

For the six months ended June 30,

2022

2021

    

RMB’000

    

RMB’000

Revenue

  

  

Sale of goods

 

16,715

 

42,186

Business management and consulting revenue

118,246

7,921

Other income

 

  

 

  

Interest income

 

182

 

7

Government grant

 

632

 

Tax subsidy

 

887

 

Other income

127

5

Rental income

 

8,571

 

7,142

b)

Segment reporting

The Company identifies operating segments and prepares segment information based on the regular internal financial information reported to the Chief Executive Officer and executive directors, who are the Company’s chief operating decision makers for their decisions about the allocation of resources to the Company’s business components and for their review of the performance of those components.

All of the Company’s operations are considered by the chief operating decision makers to be aggregated into two reportable operating segments: 1) the manufacture and sale of standard to high-end ceramic tiles, 2) the provision of business management and consulting which consists of computer consulting services, software development, and operations in the online commerce and live streaming industry, which is a relatively new operating segment for the

Company as it continues to implement a strategic transformation towards trending technology businesses in China to mitigate the challenging conditions in the real estate market in China, and associated industries like our ceramic tile business. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Company’s chief operating decision makers in deciding how to allocate resources and in assessing performance.

The business of the Company is engaged entirely in the PRC. The Chief Executive Officer and executive directors regularly review the Company’s business as one geographical segment.

The following table shows the Company’s operations by business segment for the six months ended June 30, 2022 and 2021.

For the Six Months Ended June 30,

2022

2021

    

RMB’000

    

RMB’000

Revenues

Sale of ceramic tile products

 

16,715

 

42,186

Business management and consulting revenue

 

118,246

 

7,921

Total revenues

 

134,961

 

50,107

Cost of revenues

 

  

 

  

Sale of tile products

 

19,024

 

53,790

Business management and consulting revenue

 

116,341

 

2,820

Total cost of revenues

 

135,365

 

56,610

Operating costs and expenses

 

  

 

  

Sale of ceramic tile products

 

24,247

 

50,709

Business management and consulting revenue

 

(1,068)

 

1,977

Others

 

2,080

 

11,573

Total operating costs and expenses

 

25,259

 

64,259

Net loss

 

  

 

  

Sale of tile products

 

(26,556)

 

68,094

Business management and consulting revenue

 

2,890

 

(3,115)

Others

 

(2,080)

 

5,790

Net loss

 

(25,746)

 

70,769

    

As of June 30, 2022

    

As of December 31, 2021

Segment assets

 

  

 

  

Ceramic tile products

 

105,979

 

147,890

Business management and consulting

 

26,053

 

27,222

Others

 

3,210

 

2,755

Total assets

 

135,242

 

177,867

6.LOSS BEFORE TAXATION

For the six months ended June 31,

2022

2021

    

RMB’000

    

RMB’000

Finance costs

Interest expense on lease liability

753

1,094

Cost of inventories recognized as an expense (including depreciation charge of right-of-use assets for leases)

19,025

56,610

Depreciation of fixed assets

 

132

 

19

Depreciation charge of right-of-use assets for leases (included in the administrative expenses)

 

163

 

635

Research and development costs

806

1,017

Staff costs (including key management personnel remuneration)

 

5,962

 

6,627

For the six months ended June 30, 2022, the cost of inventories recognized as expense included staff costs of RMB 1.6 million (for the six months ended June 30, 2021, this figure was RMB 2.4 million), depreciation and amortization expense

(including a depreciation charge of right-of-use assets) of RMB 6.4 million (for the six months ended June 30, 2021, this figure was also RMB 6.4 million).

7.INCOME TAX

For the six months ended June 30,

2022

2021

RMB’000

RMB’000

Current Tax:

    

  

    

  

PRC Income Tax Expense

 

83

 

7

Deferred tax expense

 

 

 

83

 

7

British Virgin Islands Profits Tax

The Company has not been subject to any taxation in this jurisdiction for the six months ended June 30, 2022 and 2021.

Hong Kong Profits Tax

The subsidiaries in Hong Kong are subject to tax charged on Hong Kong sourced income, the corporate tax rate in Hong Kong is a two-tier one starting with the year of assessment 2018/2019 (from April 1 2018): the tax is 8.25% (7.5% for unincorporated companies) on the first 2 million HKD of taxable profits and 16.5% (15% for unincorporated companies) for the rest of the profits. No Hong Kong profits tax has been provided as the Company has no assessable profit arising in Hong Kong for the six months ended June 30, 2022 and 2021.

PRC Income Tax

Most subsidiaries of the Company in the PRC are subject to the enterprise income tax in accordance with “PRC Enterprise Income Tax Law” (“EIT Law”), and the applicable income tax rate for the six months ended June 30, 2022 and 2021 is 25%. Both Antelope Holdings (Chengdu) Co., Ltd (“Antelope Chengdu”) and Chengdu Future Talented Management and Consulting Co, Ltd (“Chengdu Future”) are subject to 2.5% preferential income tax rate for the six months ended June 30, 2022 and 2021.

8.LOSS PER SHARE

For the six months ended June 30,

    

2022

    

2021

RMB’000

RMB’000

Loss attributable to holders of ordinary shares (RMB’000):

 

(29,335)

 

(70,769)

Weighted average number of ordinary shares outstanding used in computing basic and diluted earnings per share*

6,013,143

4,357,598

Loss per share - basic (RMB)

 

(4.88)

 

(16.24)

Loss per share - diluted (RMB)

 

(4.88)

 

(16.24)

* Warrants to purchase common stock are not included in the diluted loss per share calculations when their effect is antidilutive. For the six months ended June 30, 2022 and 2021, 1,868,414 shares and 1,353,157 shares, respectively, on a weighted average basis of potential common stock related to outstanding stock warrants were excluded from the calculation of diluted net loss per share as such shares are antidilutive when there is a loss.

9.INVENTORIES

As of

    

June 30, 2022

    

December 31, 2021

RMB’000

RMB’000

Raw materials

 

6,761

 

4,741

Work in progress

 

244

 

244

Finished goods

 

37,548

 

34,117

44,553

39,102

Less: Inventory impairment provision

(7,513)

(7,513)

Total

 

37,040

 

31,589

The analysis of the amount of inventories recognized as an expense and included in profit or loss is as follows:

For the six months ended June 30,

    

2022

    

2021

RMB’000

RMB’000

Carrying amount of inventories sold

 

11,472

 

16,625

Write down of inventories (included in cost of sales)

 

 

 

11,472

 

16,625

10.        TRADE RECEIVABLES

As of

    

June 30, 2022

    

December 31, 2021

RMB’000

RMB’000

Trade receivables

 

798,905

 

822,747

Less: provision for impairment

 

(780,012)

 

(771,331)

 

18,893

 

51,416

The Company’s trade receivables are denominated in Renminbi and are non-interest bearing.

An aging analysis of the Company’s trade receivables, based on the invoice date, is as follows:

As of

    

June 30, 2022

    

December 31, 2021

RMB’000

RMB’000

Within 90 days

 

422

 

81

Between 3 and 6 months

 

 

More than 6 months

 

18,471

 

51,335

 

18,893

 

51,416

As of June 30, 2022, the Company is exposed to certain credit risks as 17% and 48% of the total gross trade receivables were due from the Company’s largest and five largest customers, respectively.

As of December 31, 2021, the Company is exposed to certain credit risks as 16% and 47% of the total gross trade receivables were due from the Company’s largest and the five largest customers, respectively.

11.TRADE PAYABLES

As of

    

June 30, 2022

    

December 31, 2021

RMB’000

RMB’000

Trade payables

 

10,222

 

6,290

Trade payables are denominated in Renminbi, non-interest bearing and generally settled within 120-day terms. All of the trade payables are expected to be settled within one year. The carrying value of trade payables is considered to be a reasonable approximation of fair value.

12.ACCRUED LIABILITIES AND OTHER PAYABLES

As of

    

June 30, 2022

    

December 31, 2021

RMB’000

RMB’000

Deposits received from distributors

 

16,200

 

16,200

Accrued salary

 

754

 

514

Accrued rent, electricity and water

 

1,231

 

1,156

Accrued other taxes

 

866

 

866

Others

 

987

 

3,645

 

20,038

 

22,381

The Company usually requests a deposit from RMB 400,000 to RMB 1,000,000 from new distributors upon signing a distributorship agreement as security for the performance of their obligations under the distributorship agreement.

Accrued liabilities consist mainly of accrued rental, wages and utility expenses.

The carrying value of accrued liabilities and other payables is considered to be a reasonable approximation of fair value.

13.LEASES

(a)

Amounts recognized in the consolidated statement of financial position

The carrying amounts of right-of-use assets for lease, and lease liabilities are as below:

Right-of-use assets

    

RMB’000

Net book amount at January 1, 2022

 

44,288

Net book amount at June 30, 2022

 

37,952

Lease liabilities

    

RMB’000

Net book amount at January 1, 2022 (current of 13,404 and non-current of 33,325)

 

46,729

Net book amount at June 30, 2022 (current of 13,745 and non-current of 19,468)

 

33,213

(b)

Amounts recognized in the consolidated income statement

The consolidated income statement shows the following amounts relating to leases:

Six months ended June 30

2022

2021

    

RMB’000

    

RMB’000

Depreciation charge of right-of-use assets

 

6,564

 

7,035

Interest expense

 

753

 

1,094

The total cash outflow in financing activities for leases during the six months ended June 30, 2022 and 2021 was RMB 14,480,000 and 14,964,000, respectively.

14.SHARE CAPITAL

As of

June 30, 2022

December 31, 2021

    

Number

    

US$

    

Number

    

US$

of shares

‘000

of shares

‘000

Authorized:

 

  

 

  

 

  

 

  

Ordinary shares of US$ 0.024 each

 

50,000,000

 

1,200

 

50,000,000

 

1,200

June 30, 2022

    

Number

    

RMB

of shares

‘000

Outstanding and fully paid:

 

  

 

  

Ordinary shares of US$ 0.024 each

 

  

 

  

At January 1, 2022

 

5,976,098

 

943

Issuance of new shares for equity financing

 

 

Warrants exercised

 

 

Issuance of new shares – share-based compensation to CEO and CFO

 

132,231

 

21

At June 30, 2022

 

6,108,329

 

964

On February 12, 2021, the Company entered into a Securities Purchase Agreement with certain institutional investors for the sale of 588,235 common shares, at a purchase price of $3.57 per share. Concurrently with the sale of the Common Shares, pursuant to the Purchase Agreement the Company also sold warrants to purchase 588,235 common shares. The Company sold the Common Shares and Warrants for aggregate gross proceeds of approximately US$2.1 million, before commissions and expenses. The five-year Warrants will be immediately exercisable at an exercise price equal to $3.57 per share, and will terminate on the five-year anniversary of the initial exercise date of the Warrants. The net proceeds from the transactions will be approximately US$1.86 million, after deducting certain fees due to the placement agent and the Company’s estimated transaction expenses, and will be used for working capital and general corporate purposes.

In addition, the Placement Agent of this offering also received five-year warrants (the “Compensation 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 Compensation Warrants have substantially the same terms as the Warrants sold in the Offering, except that such Compensation 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.

    

February 17,

Grant date (investors and placement agent, respectively)

2021

Share price at date of grant (investors and placement agent, respectively)

 

US$

4.45

Exercise price at date of grant (investors and placement agent, respectively)

 

US$

3.57 & 4.46

Volatility

 

107

%

Warrant life

 

5 years

Dividend yield

 

0

%

Risk-free interest rate

 

0.57

%

Average fair value at grant date

 

US$

3.54

On June 10, 2021, the Company commenced a registered direct offering of securities, and executed a Securities Purchase Agreement (“SPA”) with three institutional accredited investors pursuant to which it sold 913,875 of the Company’s common shares at the per share price of $3.48 (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, the Company sold to such investors warrants to purchase 913,875 common shares (the “Investor Warrants”). The Investor Warrants have an exercise price per share of $3.42, subject to adjustment, and have a term of five years. The transactions yielded gross proceeds to the Company of $3,180,285, before the payment of commissions and expenses.

In addition, the Company issued warrants (the “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 Warrants issued in the concurrent private placement, as additional placement agency compensation. The Placement Agent Warrants have substantially the same terms as the Investor Warrants, except that the Placement Agent Warrants will have an exercise price of $4.35.

Grant date (investors and placement agent, respectively)

    

June 14, 2021

Share price at date of grant (investors and placement agent, respectively)

 

US$

3.15

Exercise price at date of grant (investors and placement agent, respectively)

 

US$

3.42 & 4.35

Volatility

 

115

%

Warrant life

 

5 years

Dividend yield

 

0

%

Risk-free interest rate

 

0.80

%

Average fair value at grant date

 

US$

2.50

Following is a summary of the warrant activity for the six months ended June 30, 2022:

    

    

    

Weighted

Average

Remaining

Average

Contractual

Number of

Exercise

Term in

Warrants

Price

Years

Outstanding at December 31, 2021

 

1,868,414

$

3.50

 

4.14

Exercisable at December 31, 2021

 

1,868,414

3.50

 

4.14

Issued

 

 

Exercised

 

 

 

Expired

 

 

 

Outstanding at June 30, 2022

 

1,868,414

3.50

 

3.65

Exercisable at June 30, 2022

 

1,868,414

$

3.50

 

3.65

From January 1 to June 30, 2022, the Company issued an aggregate of 41,742 shares to its Chief Financial Officer as stock compensation expense. The fair value of 41,742 shares was RMB 301,404. From January 1 to June 30, 2022, the Company issued aggregate of 90,489 shares to its Chief Executive Officer as stock compensation expense. The fair value of 90,489 shares was RMB 723,395.

15.RELATED PARTY TRANSACTIONS

Apart from those discussed elsewhere in these condensed consolidated financial statements, the following are significant related party transactions entered into between the Company and its related parties at agreed rates:

    

As of

June 30, 2022

    

December 31, 2021

RMB’000

RMB’000

Amounts owed to related parties

 

36,348

 

36,348

Mr. Huang Jia Dong, the Founder and Chairman of Hengda and the former Chief Executive Officer and one of the directors of the Company, and Mr. Wong Kung Tok, formerly one of the Company’s significant shareholders, provide working capital loans to the Company from time to time during the normal course of its business. These loans amounted to RMB 35,057,000 and RMB 35,057,000 as of June 30, 2022 and December 31, 2021, respectively. These loans are interest free, unsecured and repayable on demand. Mr. Huang and Mr. Wong are brothers-in-law.

As of June 30, 2022 and December 31, 2021, the Company had a loan of US$ 167,000 (equivalent to RMB 1,160,000) and US$ 167,000 (equivalent to RMB 1,160,000), respectively, payable to Sound Treasure Limited, an affiliate of Mr. Huang Jia Dong and a shareholder of the Company. This loan is interest free, unsecured and repayable on demand.

As of June 30, 2022, and December 31, 2021, the Company had a loan of US $20,000 (equivalent to RMB 131,000) and of US $20,000 (equivalent to RMB 131,000), respectively, payable to Mr. Alex Ng, who is the executive director of the Company. This loan is interest free, unsecured and repayable on demand.

16.COMMITMENTS

(a)Operating lease commitments

The Company had several operating leases as of June 30, 2022, including 1) a series of five-year leases of production factories, warehouses and an employees’ hostel in Jingjiang City, Fujian Province, from unrelated parties under non-cancellable operating lease arrangements, and 4) a two-year office lease in Hong Kong. These leases have various terms and the total future minimum lease payments of the Company under these non-cancellable operating leases are payable as follows:

As of

    

June 30, 2022

    

December 31, 2021

RMB’000

RMB’000

Within one year

 

13,745

 

13,404

After one year and within five years

 

19,468

 

33,325

 

33,213

 

46,729

(b)Capital commitments

The Company’s capital expenditures consist of expenditures on property, plant and equipment and capital contributions. Capital expenditures contracted for at the balance sheet date but not recognized in the financial statements are as follows:

As of

    

June 30, 2022

    

December 31, 2021

RMB’000

RMB’000

Contracted for capital commitment with respect to capital contributions to its wholly foreign owned subsidiary in the PRC:

 

  

 

  

Chengdu Future

 

30,000

 

30,000

Antelope Chengdu

65,250

65,250

Hainan Antelope Holding

63,726

63,726

Antelope Future (Yangpu)

62,426

63,726

Antelope Investment (Hainan)

50,000

50,000

Antelope Ruicheng Investment

48,710

50,000

Hainan Kylin Cloud Service Technology

 

1,275

 

5,000

17.SUBSEQUENT EVENTS

The Company has evaluated all events that have occurred subsequent to June 30, 2022 through the date that the consolidated financial statements were issued. Management has concluded that the following subsequent events required disclosure in the financial statements:

On September 15, 2022, the Company’s shareholders approved an amendment to increase the number of authorized shares of the Company’s stock from 50,000,000 to 200,000,000.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a British Virgin Islands limited liability company whose predecessor, CHAC, was incorporated in Delaware on June 22, 2007 and was organized as a “blank check” company for the purpose of acquiring, through a stock exchange, an asset acquisition or other similar business combination, or controlling, through contractual arrangements, an operating business that had its principal operations in Asia, with a focus on potential acquisition target in China.

Pursuant to the terms of a merger and stock purchase agreement dated August 19, 2009, on November 20, 2009, CHAC merged with and into Antelope Enterprise Holdings Limited (“Antelope Enterprise” or the “Company”), formerly known as China Ceramics Co., Ltd., its wholly owned British Virgin Islands subsidiary, and immediately thereafter, as part of the same integrated transaction, Antelope Enterprise acquired all of the outstanding securities of Success Winner.

Antelope Enterprise, through its operating subsidiaries, is a PRC-based manufacturer of ceramic tiles used for exterior siding and for interior flooring and design in residential and commercial buildings. The ceramic tiles, sold under the “HD” or “Hengda” brands, are available in over two thousand styles, colors and size combinations. Currently, we have five principal product categories: (i) porcelain tiles, (ii) glazed tiles, (iii) glazed porcelain tiles, (iv) rustic tiles, and (v) polished glazed tiles. Porcelain tiles are our best-selling products, accounting for 100.0% and 85.4% of our total ceramic tile products sales revenue for the six months ended June 30, 2022 and 2021, respectively.

Antelope Enterprise also engages in business management and consulting, which consists of computer consulting, software development, and operations in the online commerce and live streaming industry. This is a relatively new operating segment for the Company, and it accounted for 87.6% of total revenue for the six months ended June 30, 2022, a marked increase from the 38.3% that this segment contributed to total Company revenue for the six months ended December 31, 2021. Business management and consulting segment sales are likely to increase as a percentage of total Company revenue in the periods ahead as the Company continues to implement a strategic transformation towards trending technology businesses in China to mitigate the challenging conditions in the real estate market in China and associated industries like our ceramic tile business.

The Company’s total annual production capacity is 22.8 million square meters of ceramic tiles which is solely attributable to its Hengda facility. In 2017, the Company retired two old furnaces at the Hengda facility and in July of 2018, it retired two more old furnaces. This resulted in the annual production capacity at Hengda being reduced to 22.8 million square meters of ceramic tiles which, represents the Company’s total current production capacity of ceramic tiles.

Because the Company has no present intention to use the Hengdali facility for its own production purposes, we entered into a new lease agreement, effective November 1, 2021, with an existing lessee at the facility who had been leasing one of the production lines with the capacity to produce approximately 10 million square meters of ceramic tiles annually at the Hengdali facility. The new lease agreement replaces the eight-year contract entered into on March 1, 2016 and is for the Hengdali facility in its entirety which includes building, plant and facilities, and which contains all of its machinery, equipment and production lines. The new lease has a term of five years, from November 1, 2021 through October 31, 2026, for an annual rent of RMB 18.0 million. The leased Hengdali facility has an annual production capacity of 22.8 million square meters of ceramic tiles. The Company believes that it is prudent to generate income from its unused production capacity from a third party rather than let it remain idle.

Due to currently challenging economic conditions, for the six months ended June 30, 2022, we utilized production facilities capable of producing 0.8 million square meters ceramic tiles, as compared with the six months ended June 30, 2021, when we utilized production facilities capable of producing 1.1 million square meters of ceramic tiles. During the six month period ended June 30, 2022, we had seven production lines available for production (all were from Hengda), one of which was in use as of June 30, 2022. When in operation, each production line is optimized to manufacture specific size ranges to maximize efficiency and output.

To mitigate the challenging conditions in the real estate market in China and associated industries like our ceramic tile business, we incorporated new subsidiaries which are mainly engaged in trending technology business in China such as business management and consulting including human resource restructuring and optimization, information system technology consulting services including the sales of software use rights for digital data deposit platforms and asset management systems, and an online social media platform including live streaming and e-commence platform development and consulting. These new subsidiaries include:

On November 20, 2019, we incorporated a 100% owned operating subsidiary Chengdu Future Talented Management and Consulting Co, Ltd (“Chengdu Future”) in China. Chengdu Future is engaged in business management and consulting services.
On May 5, 2020, Antelope Enterprise (HK) Holdings Limited incorporated a 100% owned subsidiary Antelope Holdings (Chengdu) Co., Ltd (“Antelope Chengdu”) in China. Antelope Chengdu is engaged in computer consulting and software development.
On August 10, 2021, Antelope HK incorporated a 100% owned subsidiary Hainan Antelope Holdings Co., Ltd (“Antelope Hainan”) in China. Antelope Hainan is engaged in business management and consulting services. Antelope Hainan does not have any operations as of this report date.
On August 11, 2021, Antelope HK incorporated a 100% owned subsidiary Antelope Future (Yangpu) Investment Co., Ltd (“Antelope Yangpu”) in China. Antelope Yangpu is engaged in business management and consulting services. Antelope Yangpu does not have any operations as of this report date.
On August 23, 2021, Antelope Hainan incorporated a 100% owned subsidiary Antelope Investment (Hainan) Co., Ltd (“Antelope Investment”) in China. Antelope Investment is engaged in business management and consulting services. Antelope Investment does not have any operations as of this report date.
On September 9, 2021, Antelope Future incorporated a 100% owned subsidiary Antelope Ruicheng Investment (Hainan) Co., Ltd (“Antelope Ruicheng”) in China. Antelope Ruicheng is engaged in business management and consulting services. Antelope Ruicheng does not have any operations as of this report date.
On September 18, 2021, Antelope Ruicheng incorporated a 51% owned subsidiary Hainan Kylin Cloud Services Technology Co., Ltd (“Hainan Kylin”) in China. Hainan Kylin is engaged in business management and consulting services for the online social commerce and live streaming industry.

In December 2019, a novel strain of coronavirus (COVID-19) was reported and the World Health Organization has declared the outbreak to constitute a “Public Health Emergency of International Concern” and a global pandemic. We experienced (and continue to experience) significant adverse impacts resulting from COVID-19 pandemic and the related public health orders. The COVID-19 pandemic is disrupting supply chains and affecting production and sales across a range of industries as a result of quarantines, facility closures, and travel and logistics restrictions in connection with the outbreak. We are experiencing reduced demand for our products both internationally and domestically and an increased level of purchase order cancellations as a result of the COVID-19 pandemic. We also continue to face increasing uncertainties around our estimates of revenue collectability and accounts receivable credit losses. The impact of the COVID-19 outbreak has had (and continues to have) a material adverse impact on our operations and financial results.

Basis of Presentation

The following discussion and analysis of our financial condition and results of operations is based on the selected financial information as of and for the six months ended June 30, 2022 and has been prepared based on the consolidated financial statements of Antelope Enterprise Holdings Limited and its subsidiaries. The consolidated financial statements of Antelope Enterprise Holdings Limited and its subsidiaries have been prepared in accordance with IFRS as issued by the International Accounting Standards Board, or “IASB.” The consolidated financial statements have been prepared on the historical cost basis, except for derivative financial instruments that have been measured at fair value.

Results of Operations

The following table sets forth our financial results for the six months ended June 30, 2022 and 2021, respectively:

RMB(‘000)

    

June 30, 2022

    

June 30, 2021

Revenues

 

134,961

 

50,017

Cost of revenues

 

(135,365)

 

(56,610)

Gross profit (loss)

 

(404)

 

(6,503)

Other income

 

10,399

 

7,154

Other expenses

 

(4)

 

(77)

Selling and distribution expenses

 

(4,852)

 

(3,219)

Administrative expenses

 

(16,513)

 

(17,196)

Bad debt expense

 

(13,536)

 

(49,827)

Finance costs

 

(753)

 

(1,094)

Loss before taxation

 

(25,663)

 

(70,762)

Income tax expenses

(83)

(7)

Net loss

(25,746)

(70,769)

Net loss attributable to:

Equity holders of the Company

(29,335)

(70,769)

Non-controlling interest

 

3,589

 

Net loss

 

(25,746)

 

(70,769)

The following table shows the Company’s operations by business segment for the six months ended June 30, 2022 and 2021, respectively:

    

For the Six Months Ended June 30,

 

2022

 

2021

 

RMB’000

 

RMB’000

Revenues

 

  

 

  

Sale of ceramic tile products

 

16,715

 

42,186

Business management and consulting revenue

 

118,246

 

7,921

Total revenues

 

134,961

 

50,107

Cost of revenues

 

  

 

  

Sale of ceramic tile products

 

19,024

 

53,790

Business management and consulting revenue

 

116,341

 

2,820

Total cost of revenues

 

135,365

 

56,610

Operating costs and expenses

 

  

 

  

Sale of ceramic tile products

 

24,247

 

50,709

Business management and consulting revenue

 

(1,068)

 

1,977

Others

 

2,080

 

11,573

Total operating costs and expenses

 

25,259

 

64,259

Net loss

 

  

 

  

Sale of ceramic tile products

 

(26,556)

 

68,094

Business management and consulting revenue

 

2,890

 

(3,115)

Others

 

(2,080)

 

5,790

Net loss

 

(25,746)

 

70,769

Description of Selected Income Statement Items

Revenue from sales of ceramic tile products. We generate revenue from the sales of ceramic tiles, including porcelain tiles, glazed porcelain tiles, glazed tiles, rustic tiles and polished glazed tiles, net of rebates and discounts. Under normal circumstance, the second and third calendar quarters have been the peak season of the property development industry, and, therefore, our quarterly sales are usually highest from May to September compared to the rest of the year. Conversely, our sales were lower between the months of January to March. This is because property developing activities tend to be low due to the effects of cold weather and the PRC Spring Festival. Beginning on July 1, 2016 through 2019, we decreased the pricing of our ceramic tile products several times in response to the difficult market conditions in China. In 2020, we did not adjust the selling prices of our ceramic tile products. In July 2021, Hengda increased the pricing of its ceramic tile products by an average of 15%, and Hengdali decreased the pricing of its ceramic tile products by an average of 5%. For the six months ended June 30, 2022, we did not adjust the pricing of our ceramic tile products, but

our sales of ceramic tiles was significantly impacted by uncertainties in the real estate market as well as the continued effects of the COVID-19 pandemic. Revenue from the sale of ceramic tile products decreased by 60.4% for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, mainly due to the 65.7% decrease in sales volume, which was partly offset by an increase in average selling price of 15.4%, which was due to our selling only porcelain tile products that have a higher average selling price. We produced and sold only porcelain tiles for the six month period ended June 30, 2022 to position our sales efforts on as realistic a basis as possible to address the difficult business conditions attributable to uncertainties in the real estate market as well as the continued effects of the COVID-19 pandemic.

We also generated revenue from business management consulting, information system technology consulting services including the sales of software use rights for digital data deposit platforms and asset management systems, and social media platform development and consulting. For the six months ended June 30, 2022 and 2021, we generated RMB 118.2 million and RMB 7.9 million, respectively, from Antelope Chengdu, Chengdu Future and Hainan Kylin Cloud Services, who are engaged in these sectors.

Cost of revenues. Cost of revenues for ceramic tile products consist of costs directly attributable to production, including the cost of clay, color materials, glaze materials, natural gas, salaries for staff engaged in production activity, electricity, depreciation, packing materials, and related expenses. Cost of revenues for business management and consulting mainly consists of professional costs for outsourcing technology services.

The most significant factors that directly or indirectly affect our cost of tile products sales are as follows:

Availability and price of clay;
Availability and price of natural gas; and
Availability and price of dyes; and
Price of energy.

Clay is a key material for making ceramic tiles, and accounted for approximately 22.7% and 7.4% of our cost of sales for the six months ended June 30, 2022 and 2021, respectively. Fujian and Jiangxi Provinces, where our production facilities are located, are the largest clay resources areas in China and clay supply is stable and sufficient for our production and planned production.

Dyes are another key material for making ceramic tiles, and accounted for approximately 29.0% and 9.4% of our cost of sales for the six months ended June 30, 2022 and 2021, respectively. A number of dyes are used in ceramic tiles, and the prices of different dyes have fluxtuated over the past few years.

Natural gas has largely replaced coal in our manufacturing of ceramic tiles, and natural gas accounted for approximately 11.2% and 5.1% of our cost of sales for the six months ended June 30, 2022 and 2021, respectively.

For the six months ended June 30, 2022 and 2021, we had cost of revenues related to business management and consulting income of RMB 116.3 million and RMB 2.8 million, respectively, which mainly consisted of professional costs for outsourcing technology services.

Other income and other expenses. Other income consists of interest income, foreign exchange gain, government grant, tax subsidy and rental income by leasing out Hengdali facility. Other expenses primarily consist of the exchange loss.

Selling and distribution expenses. Selling and distribution expenses consist of payroll, traveling expenses, transportation and advertising expenses incurred by our selling and distribution team.

Administrative expenses. Administrative expenses consist primarily of R&D expense, employee remuneration, payroll taxes and benefits, general office expenses and depreciation.

Income taxes. Our subsidiaries in the PRC are subject to the PRC Enterprise Income Tax Law, and the applicable income tax rate pursuant to such law for the six months ended June 30, 2022 and 2021 is 25% for Hengda, Hengdali, Hainan Kylin Cloud Services Technology, 2.5% for Chengdu Future and Antelope Chengdu.

Results of Operations

Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

Revenue from sales of ceramic tile products. The following table sets forth the breakdown of revenue, by product categories, for the six Months ended June 30, 2022 and 2021.

Revenue RMB (000)

    

2022

    

Percentage

    

2021

    

Percentage

 

Porcelain

 

16,715

 

100.0

%  

36,035

 

85.4

%

Glazed Porcelain

 

 

%  

 

%

Glazed

 

 

%  

 

%

Rustic

 

 

%  

5,948

 

14.1

%

Polished Glazed

 

 

%  

203

 

0.5

%

Total

 

16,715

 

100.0

%  

42,186

 

100.0

%

Revenue from sales of tile products was RMB 16.7 million (US$ 2.6 million) for the six months ended June 30, 2022, compared to RMB 42.2 million (US$ 6.5 million) for the six months ended June 30, 2021, representing a decrease of RMB 25.5 million, or 60.4%. The decrease in revenue was primarily due to the decrease in sales volume of 65.7% which was partly offset by an increase in average selling price of 15.4%. The decrease in sales resulted from the continued slowdown of China’s economy, and both the manufacturing sector and the real estate industry were affected by the weaker economy and the adverse impact of the COVID-19 outbreak.

Porcelain tiles. Revenue from the sales of porcelain tiles decreased 53.6%, from RMB 36.0 million (US$ 5.6 million) for the six months ended June 30, 2021 to RMB 16.7 million (US$ 2.6 million) for the six months ended June 30, 2022. The decrease was primarily attributable to a decrease in our sales volume for the year of 2022 as compared to the same period of 2021. Porcelain tiles for exterior walls are still our most popular product and have the largest market potential of all of our ceramic tiles. We expect porcelain tiles to continue to be our key ceramic tile product for the foreseeable future. We produced and sold only porcelain tiles for the six month period ended June 30, 2022 to position our sales efforts on as realistic a basis as possible to address the difficult business conditions attributable to uncertainties in the real estate market as well as the continued effects of the COVID-19 pandemic.

Glazed porcelain tiles. Revenue from glazed porcelain tiles was nil for the six months ended June 30, 2022 and 2021.

Glazed tiles. Revenue from glazed tiles was nil for the six months ended June 30, 2022 and 2021.

Rustic tiles. Revenue from rustic tiles decreased 100.0%, from RMB 5.9 million (US$ 0.9 million) for the six months ended June 30, 2021 to RMB nil (US$ nil) for the six months ended June 30, 2022.

Polished glazed tiles. Revenue from polished glazed tiles decreased 100.0%, from RMB 203,000 (US$ 31,000) for the six months ended June 30, 2021 to RMB nil (US$ nil) for the six months ended June 30, 2022. We believe that this product represents both a functional and cost-effective replacement for actual marble or stone materials used in a decorative fashion inside homes. However, the demand for this type of tile decreased significantly due to the impact of the continued effects of the COVID-19 pandemic.

Revenue from business management and consulting

For the six months ended June 30, 2022 and 2021, revenue from our business management and consulting segment was RMB 118.2 million (US$ 18.3 million) and RMB 7.9 million (US$1.2 million), respectively, representing an increase of RMB 110.3 million, or 1396.2% in 2022. To mitigate the challenging conditions in the real estate market in China and associated industries like our ceramic tile business, we continued to implement a strategic transformation to focus Company resources on trending technology business in China such as human resource restructuring and optimization, information system technology consulting services for digital data deposit platforms and asset management systems, and live streaming and e-commence platform development and consulting.

Cost of sales for sales of ceramic tile products. The following table sets forth the breakdown of cost of sales, by product segment, for the six months ended June 30, 2022 and 2021:

Cost of sales RMB (‘000)

    

2022

    

Percentage

    

2021

    

Percentage

 

Porcelain

 

19,024

 

100.0

%  

46,564

 

86.6

%

Glazed Porcelain

 

 

%  

 

%

Glazed

 

 

%  

 

%

Rustic

 

 

%  

6,992

 

13.0

%

Polished Glazed

 

 

%  

234

 

0.4

%

Total

 

19,024

 

100.00

%  

53,790

 

100.00

%

Cost of sales for sales of tile products was RMB 19.0 million (US$ 2.9 million) for the six months ended June 30, 2022, compared to RMB 53.8 million (US$ 8.3 million) for the six months ended June 30, 2021, representing a decrease of RMB 34.8 million, or 64.6%. The decrease in cost of sales was primarily due to decreased sales and production.

Cost of sales for business management and consulting

Cost of sales for business management and consulting services was RMB 116.3 million (US$ 18.0 million) and RMB 2.8 million (US $0.4 million) for the six months ended June 30, 2022 and 2021, respectively, representing an increase of RMB 113.5 million, or 4,053.6% in 2022. The increased in cost of sales was mainly due to the increase of revenue.

Gross profit for sales of ceramic tile products. The following table sets forth the breakdown of our gross profit (loss) and gross profit (loss) margin by product segment for the six months ended June 30, 2022 and 2021:

2022

2021

 

Gross

    

    

    

 

Profit

Profit (Loss)

Gross

Profit

RMB (‘000)

    

(Loss)

    

Margin

    

Profit

    

Margin

Porcelain

 

(23,109)

 

(13.8)

%  

(10,529)

 

(29.2)

%

Glazed Porcelain

 

 

 

Glazed

 

 

 

Rustic

 

 

(1,044)

 

(17.6)

%

Polished Glazed

 

 

(32)

 

(15.8)

%

All products

 

(23,109)

 

(13.8)

%  

(11,605)

 

(27.5)

%

Gross loss was RMB 2.3 million (US$ 0.4 million) for the six months ended June 30, 2022, as compared to a gross loss of RMB 11.6 million (US$ 1.8 million) for the six months ended June 30, 2021, a decrease of RMB 9.3 million.

Gross profit for business management and consulting,

Gross profit for the business management and consulting services was RMB 1.9 million (US$ 0.3 million) and RMB 5.1 million (US$ 0.8 million) for the six months ended June 30, 2022 and 2021, respectively, representing a decrease of RMB 3.2 million, or 62.7% in 2022.

Other income. Other income for the six months ended June 30, 2022 was RMB 10.4 million (US$ 1.6 million), as compared to RMB 7.1 million (US$ 1.1 million) for the same period of 2021. For the six month periods ended June 30, 2022 and 2021, other income was mainly attributable to the income from leasing out our Hengdali facility. In addition, we generated RMB 632,000 in a government grant and RMB 887,000 in a tax subsidy for the six months ended June 30, 2022.

Selling and distribution expenses. Selling and distribution expenses were RMB 4.9 million (US$ 0.7 million) for the six months ended June 30, 2022, compared to RMB 3.2 million (US$ 0.5 million) for the six months ended June 30, 2021, representing an increase of RMB 1.6 million, or 50.7%. The increase in selling and distribution expenses was primarily due to the increased commission expense of RMB 1.9 million which was partly offset by the decreased salary expense of RMB 0.2 million and the decreased travel expense of RMB 6,600.

Administrative expenses. Administrative expenses were RMB 16.5 million (US$ 2.5 million) for the six months ended June 30, 2022, compared to RMB 17.2 million (US$ 2.7 million) for the six months ended June 30, 2021, representing a decrease of RMB 683,000, or 4.0%. The decrease in administrative expenses was primarily due to a decrease in consultant fees of RMB 4.7 million which was partly offset by (i) an RMB 1.1 million increase in an assets assessment fee, (ii) an RMB 0.4 million increase in professional fees, (iii) an RMB 0.8 million increase in audit fees, (iv) an RMB 0.5 million increase in an investor relations fee, (v) an RMB 0.9 million increase in insurance expense, and (vi) an RMB 0.3 million increase in payroll expense.

Bad debt expense. Bad debt expense was RMB 13.5 million (US$ 2.1 million) for the six months ended June 30, 2022, compared to RMB 49.8 million (US$ 7.7 million) for the six months ended June 30, 2021. We recognize a loss allowance for expected credit loss on our financial assets, primarily on trade receivables, which are subject to impairment under IFRS 9 - Financial Instruments. We believe that we have undertaken appropriate measures to resolve the bad debt expense. We will continue to review each of our customers for credit quality as well as assiduously test their accounts receivables balances in each upcoming fiscal period.

Finance costs. Finance costs were RMB 0.8 million (US$ 0.1 million) for the six months ended June 30, 2022, compared to RMB 1.1 million (US$ 0.2 million) for the six months ended June 30, 2021. The decrease was mainly due to the decrease of interest expense on lease liabilities.

Loss before taxation. Loss before taxation was RMB 25.7 million (US$ 4.0 million) for the six months ended June 30, 2022, as compared to a loss before taxation of RMB 70.8 million (US$ 10.9 million) for the six months ended June 30, 2021. The decrease in loss before taxation was mainly due to a decrease in bad debt expense, an increase in other income and a decrease in gross loss for the six months ended June 30, 2022 as compared to June 30, 2021 as described above.

Income taxes. We incurred an income tax expense of RMB 83,000 (US$ 13,000) for the six months ended June 30, 2022 compared to an income tax expense of RMB 7,000 (US$ 1,000) for the six months ended June 30, 2021. Our PRC statutory enterprise income tax rate was 25% for the six months ended June 30, 2022 and 2021, except for Antelope Chengdu and Chengdu Future who are subject to 2.5% preferential income tax rate.

Net loss attributable to equity holders of the Company. Net loss attribute to equity holders of the Company was RMB 29.3 million (US$ 4.5 million) for the six months ended June 30, 2022, as compared to a loss attributable to the Company’s shareholders of RMB 70.8 million (US$ 10.9 million) for the six months ended June 30, 2021. The decrease in net loss attributable to shareholders in 2022 was attributable to the reasons described above.

Net income attributed to non-controlling interest. Net income attributed to non-controlling interest was RMB 3.6 million (US$ 0.6 million) and RMB nil (US$ nil) for the six months ended June 30, 2022 and 2021, respectively. Non-controlling interest represented the 49% ownership of Hainan Kylin.

Liquidity and Capital Resources

The following table presents a summary of our cash flows and beginning and ending cash balances for the six months ended June 30, 2022 and 2021:

RMB (‘000)

    

2022

    

2021

Net cash generated from / (used in) operating activities

 

7,623

 

(3,686)