Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 January 2024

ANTELOPE ENTERPRISE HOLDINGS LTD.

(Translation of registrant’s name into English)

Room 1802, Block D, Zhonghai International Center,

Hi- Tech Zone, Chengdu, Sichuan Province, PRC

Telephone +86 (28) 8532 4355

(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): ☐

ENTRY INTO MATERIAL AGREEMENTS

Note Purchase Agreement

On January 25, 2024, Antelope Enterprise Holdings Limited, a British Virgin Islands exempted limited company (the “Company”), entered into a note purchase agreement (the “Purchase Agreement”) with an existing shareholder of the Company (the “Investor”), pursuant to which, the Company agreed to issue a promissory note (the “Note”) with a principal amount of $4,630,000 and an interest rate of 16% per annum.

Global Pacific Securities US Inc. (“Global Pacific”) has acted as the lead advisor of the Company for the transaction contemplated in the Purchase Agreement, and the Company agreed to pay Global Pacific a cash fee equal to three percent (3%) of the gross proceeds and to reimburse Global Pacific for its accountable expenses up to $30,000.

A copy of the Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Purchase Agreement is a summary of the material terms of such agreement, and does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement.

Note

The Note was issued on January 29, 2024 and will mature in nine months after its issuance. The Company can, from time to time, prepay all or any portion of the outstanding balance of the Note prior to its maturity date.

The Company agreed that, while the Note is outstanding, it will not, and will cause its subsidiaries not to, effect or enter into any agreement to incur, create, assume or permit to exist any indebtedness as evidenced by bonds, debentures, notes or similar instruments, except for the existing indebtedness on the date of the issuance of the Note.

In addition, the Company may not assign the Note without prior written consent of the Investor. The Investor may be sold, assigned or transferred by the Investor without the Company’s prior written consent. However, in the event that the Company has identified any individual(s) or entity(ies) that is satisfactory to the Company, to purchase the Note from the Investor, the Investor agreed to use his best efforts to sell, transfer and assign the Note to such individual or entity identified by the Company within ten (10) calendar days following receipt of a written notice from the Company, at a price that equal to the outstanding balance of the Note.

A copy of the the Note is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The foregoing description of the Note is a summary of the material terms of such agreement, and does not purport to be complete and is qualified in its entirety by reference to the Note.

Share Pledge Agreement

To induce the Investor to enter into the Purchase Agreement, Weilai Zhang, our CEO and Chairman of the board (the “Pledgor”), agreed to enter into a share pledge agreement with the Investor, on January 25, 2024 (the “Pledge Agreement”), to pledge all Class B ordinary shares of the Company, no par value (“Class B ordinary shares”) owned by him, including any additional Class B ordinary shares issued to him while the Note is outstanding, and any proceeds thereof (collectively, the “Pledged Collateral”), to secure the Company’s payment and performance of any and all obligations, liabilities and indebtedness of the Company to the Investor pursuant to the terms of the Purchase Agreement (“Secured Obligations”).

The security interested created pursuant to the Pledge Agreement should remain in full force and effect until the indefeasible payment and satisfaction in full of the Secured Obligations, or the assignment of the Secured Obligations to a third party by the Investor, at which time the Pledge Agreement shall terminate and all rights to the Pledged Collateral should be reverted to the Pledgor.

A copy of the Pledge Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of the Pledge Agreement is a summary of the material terms of such agreement, and does not purport to be complete and is qualified in its entirety by reference to the Pledge Agreement.

SUBMITTED HEREWITH

Exhibits:

	4.1	The Note, dated January 29, 2024
	10.1	The Purchase Agreement, dated January 25, 2024
	10.2	The Pledge Agreement, dated January 25, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	ANTELOPE ENTERPRISE HOLDINGS LTD.

	By:	/s/ Hen Man Edmund
		Hen Man Edmund
		Chief Financial Officer

Date: January 29, 2024

Exhibit 4.1

THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

SECURED PROMISSORY NOTE

Effective Date: January 29, 2024

U.S. $4,630,000.00

FOR VALUE RECEIVED, Antelope Enterprise Holdings Limited, a British Virgin Islands company (“Borrower”), promises to pay to Guoxiang HU, or his successors or assigns (“Lender”), $4,630,000.00 (“Loan” or “Principal Amount”) and any interest accrued hereunder on the date that is nine (9) months after the Effective Date, (the “Maturity Date”) in accordance with the terms set forth herein and in the other Transaction Documents (as defined in the Purchase Agreement, as defined below) and to pay interest on the Principal Amount at the rate of sixteen percent (16%) per annum from the Effective Date until the same is paid in full. All interest calculations hereunder shall be simple interest and shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months and shall be payable in accordance with the terms of this Promissory Note (this “Note”) and in other Transaction Documents. This Note is issued and made effective as of the date set forth above (the “Effective Date”). This Note is issued pursuant to that certain Note Purchase Agreement dated January 25, 2024, as the same may be amended from time to time, by and between Borrower and Lender (the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.

The purchase price for this Note shall be $4,630,000.00 (the “Purchase Price”).

1. Payment; Prepayment; Fees; Costs.

1.1. Payment. All payments by Borrower owing hereunder shall be in lawful money of the United States of America as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) Principal Amount.

1.2. Prepayment. Borrower may pay all or any portion of the Outstanding Balance earlier than it is due. “Outstanding Balance” means at the time of determination, the Principal Amount outstanding and any accrued and unpaid interest hereunder when due.

1.3. Future Financing. While the Note is outstanding, the Borrower shall not, and shall cause its Subsidiaries not to, effect or enter into any agreement to incur, create, assume or permit to exist any indebtedness as evidenced by bonds, debentures, notes or similar instruments, except for the existing indebtedness on the Effective Date.

1.4 Fees; Cost. Upon execution of this Note, Borrower shall pay Lender all fees and charges for the preparation, negotiation and closing of this Note and all other related Transaction Documents, excluding any expenses or fees owed to the Lender’s legal counsel. In addition, Borrower shall pay all other costs incidental to making the Loan or in connection with the Loan, including, without limitation, expenses for lien searches, filing fees, taxes and costs and expenses in connection with the preparation of any amendments, modifications or renewals, excluding any expenses or fees owed to the Lender’s legal counsel. Borrower further agrees to pay, upon demand, all costs of collection of all amounts due under this Note, including, without limitation, principal, interest and fees, or in connection with the enforcement of, or realization on, any security for this Note, including, without limitation, to the extent permitted by applicable law, attorneys’ fees and expenses.

2. Security. This Note is secured by a security interest in all of the Pledged Collateral (as defined in the Pledge Agreement). The Pledged Collateral shall be pledged pursuant to a Stock Pledge Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”) between Lender and Weilai Zhang (“Pledgor”), the chairman and the chief executive officer of Borrower.

3. Trigger Events, Defaults and Remedies.

3.1. Trigger Events. The following are trigger events under this Note (each, a “Trigger Event”):(a) Borrower fails to pay any Principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Borrower or Pledgor becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator or similar officer for it or for all or any material part of its property; (c) Borrower or Pledgor files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (d) an involuntary bankruptcy proceeding is commenced or filed against Borrower or Pledgor; (e) Borrower or Pledgor, as applicable, defaults or otherwise fails to observe or perform any other covenant, obligation, condition or agreement of Borrower or Pledgor, as applicable, contained herein or in any other Transaction Document (as defined in the Purchase Agreement) and such default continues unremedied for three Trading Days; (f) any representation, warranty or other statement made or furnished by or on behalf of Borrower or Pledgor to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; and (g) Borrower or its Subsidiaries sell or transfer all or substantially all their respective assets or there is a change in control of Borrower material respect when made or furnished.

3.2. N/A

3.3. Defaults. At any time following the occurrence of a Trigger Event, Lender may, at her option, send written notice to Borrower demanding that Borrower cure the Trigger Event within ten (10) Trading Days following the date of such written notice. If Borrower fails to cure the Trigger Event within the required ten (10) Trading Day cure period or fail to cure the Trigger Event within ten (10) Trading Days after the occurrence of such Trigger Event if Lender chooses not to send written notice to Borrower, the Trigger Event will automatically become an event of default hereunder (each, an “Event of Default”).

3.4. Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash. Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses (b) – (d) and clause (g) of Section 3.1, an Event of Default will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Event of Default shall become immediately and automatically due and payable in cash, without any written notice required by Lender. At any time following the occurrence of any Event of Default, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of twenty-two percent (22%) per annum and the maximum rate permitted under applicable law (“Default Interest”). In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief

4. Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash.

5. Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

6. Governing Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

7. CONSENT TO JURISDICTION. TO INDUCE LENDER TO ACCEPT THIS NOTE, BORROWER IRREVOCABLY AGREES THAT, SUBJECT TO LENDER’S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF OR RELATED TO THIS NOTE WILL BE LITIGATED IN COURTS HAVING SITUS IN NEW YORK COUNTY, NEW YORK. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY COURT LOCATED WITHIN NEW YORK CONTY, NEW YORK (OR IF FEDERAL COUNRT, THEN US SOUTHERN DISTRICT OF THE STATE OF NEW YORK), WAIVES PERSONAL SERVICE OF PROCESS UPON BORROWER, AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO BORROWER AT THE ADDRESS STATED ON THE FIRST PAGE OF THIS NOTE AND SERVICE SO MADE WILL BE DEEMED TO BE EFFECTIVE.

8. WAIVER OF DEFENSES. OTHER THAN CLAIMS BASED UPON THE FAILURE OF LENDER TO ACT IN A COMMERCIALLY REASONABLE MANNER, BORROWER WAIVES EVERY PRESENT AND FUTURE DEFENSE (OTHER THAN THE DEFENSE OF PAYMENT IN FULL), CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH BORROWER MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY LENDER IN ENFORCING THIS NOTE OR ANY OF THE TRANSACTION DOCUMENTS. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER GRANTING ANY FINANCIAL ACCOMMODATION TO BORROWER.

9. Cancellation. After indefeasible repayment of the entire Outstanding Balance, indefeasible payment of all accrued interest thereon and satisfaction of all other obligations of the Borrower arising under this Not, this Note shall be deemed paid in full, shall automatically be deemed canceled, and shall not be reissued.

10. Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.

11. Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note may be offered, sold, assigned or transferred by Lender without the prior written consent of Borrower, provided, however, if the Company has identified an individual(s) or entity(ies) that is satisfactory to the Company, to purchase the Note from the Lender, the Lender shall use her best efforts to sell, transfer, and assign the Note to such individual or entity identified by the Company within ten (10) calendar days following receipt of a written notice from the Company, at a price that equal to the Outstanding Balance.

12. Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with the subsection of the Purchase Agreement titled “Notices.”

13. Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.

	BORROWER:

	Antelope Enterprise Holdings Limited

	By:	/s/ Hen Man Edmund
		Hen Man Edmund, Chief Financial Officer

ACKNOWLEDGED, ACCEPTED AND AGREED:

LENDER:

Guoxiang HU

By:	/s/ Guoxiang Hu
	Guoxiang Hu

[Signature Page to Promissory Note]

ATTACHMENT 1

DEFINITIONS

For purposes of this Note, the following terms shall have the following meanings:

A1.

“Trading Day” means any day on which Borrower’s principal market is open for trading.

[Remainder of page intentionally left blank]

Attachment 1 to Secured Promissory Note, Page 1

Exhibit 10.1

Note Purchase Agreement

This Note Purchase Agreement (this “Agreement”), dated as of January 25, 2024, is entered into by and between Antelope Enterprise Holdings Limited, a British Virgin Islands company (“Company”), and Guoxiang Hu, his successors and/or assigns (“Investor”).

A. Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission (the “SEC”).

B. Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a Secured Promissory Note, in the form attached hereto as Exhibit A, in the original principal amount of $4,630,000.00 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”).

C. To induce the Investor to enter into this Agreement, Weilai Zhang (the “Pledgor”), the CEO and Chairman of the Company, agrees to enter into a Stock Pledge agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”), attached hereto as Exhibit D, on the date hereof with the Investor, pursuant to which, the Pledgor agrees to pledge all of the Equity Interests (as defined in the Pledge Agreement) of the Company owned by him to the Investor to secure the performance and fulfilment of the Company’s obligations under this Agreement and the Note;

D. This Agreement, the Note, the Pledge Agreement, and all other certificates, documents, agreements, resolutions and instruments delivered to any party under or in connection with this Agreement, as the same may be amended from time to time, are collectively referred to herein as the “Transaction Documents”.

NOW, THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Investor hereby agree as follows:

1. Purchase and Sale of Note.

1.1. Purchase of Note. Company shall issue and sell to Investor and Investor shall purchase from Company the Note. In consideration thereof, Investor shall pay the Purchase Price (as defined below) to Company.

1.2. Form of Payment. On the Closing Date, the Investor shall pay the Purchase Price to the Company via wire transfer of immediately available funds against the delivery of the Note.

1.3. Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 4 and Section 5 below, the date of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be January [_], 2024, or another mutually agreed upon date. The closing of the purchase and sale of the Note (the “Closing”) shall occur on the Closing Date by means of the exchange by email of signed .pdf documents, but will be deemed for all purposes to have occurred at the office of Hunter Taubman Fischer & Li LLC in New York. The Company shall deliver an original, “wet ink” executed copy of the Note to the Investor within ten business days of the Closing Date.

1.4. Collateral for the Note. The Note shall be secured by a security interest in all of the Pledged Collateral (as defined in the Pledge Agreement). The Note shall rank senior to any future indebtedness or obligations incurred by the Borrower.

1.5. Purchase Price. The amount of the “Purchase Price” shall be $4,630,000.00.

2. Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the date of this Agreement and the Closing Date: (i) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (ii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (iii) Investor has experience as an investor in securities of companies listed on the Nasdaq Stock Exchange and acknowledges that Investor has such knowledge and experience in financial or business matters that Investor is capable of evaluating the merits and risks of this investment in the Note and protecting its own interests in connection with this investment; (iv) Investor understands that the Note is characterized as a “restricted security” under the 1933 Act inasmuch as it is being acquired from Company in a transaction not involving a public offering and that under the 1933 Act and applicable regulations thereunder such security may be resold without registration under the 1933 Act only in certain limited circumstances; (v) Investor represent that he is familiar with Rule 144 of the Securities Act, as presently in effect, and understand the resale limitations thereby and by the Securities Act. (vi) Investor understands that the Company is under no obligation to register the Note; (vii) at no time was Investor presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general or advertising or solicitation in connection with the offer, sale and purchase of the Note; (viii) Investor has received or has had full access to all the public information it considers necessary or appropriate to make an informed investment decision with respect to the Note; and (ix) Investor further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Note and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Investor or to which Investor had access.

3. Company’s Representations and Warranties. Company represents and warrants to Investor that as of the date of this Agreement and the Closing Date: (i) each of the Company and its subsidiaries (“Subsidiaries”) has been duly organized, is validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; (ii) each of the Company and Subsidiaries is duly qualified as a foreign corporation or company to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary; (iii) Company has registered its Class A ordinary shares, no par value per share (the “Ordinary Shares”), under Section 12(b) or (g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act and since December 1, 2022, the Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein), and any required amendments to any of the foregoing, with the SEC (collectively, the “SEC Reports”). As of their respective filing dates, each of the SEC Reports complied in all material respects with the requirements of the Exchange Act and no SEC Reports, when filed, declared effective or mailed, as applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; (v) this Agreement, the Note, the Pledge Agreement and the other Transaction Documents have been duly executed and delivered by Company and/or Pledgor, as applicable, and constitute the valid and binding obligations of Company and/or Pledgor, as applicable, enforceable in accordance with terms hereof and thereof; (vi) the execution and delivery of the Transaction Documents by Company and the Pledgor, as applicable, the issuance of the Note in accordance with the terms hereof, and the consummation by Company or the Pledgor of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (a) Company’s or Subsidiaries’ formation documents (which shall include all agreements among the holders of the equity interests of such entity concerning the organization, operation, governance or management of such entity or the rights and obligations of such holders) and bylaws, each as currently in effect, (b) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company or one of its Subsidiaries is a party or by which it or any of its properties or assets are bound, including, without limitation, any listing agreement for the Ordinary Shares, or (c) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or any lender of Company is required to be obtained by Company for the issuance of the Note to Investor or the entering into of the Transaction Documents by the Company or Pledgor; (viii) there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company or Pledgor before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person; (ix) neither the Company nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or governmental authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation the USA Patriot Act) of any governmental authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (x) the Company and the Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent; (xii) assuming the accuracy of the representations and warranties of the Investor set forth in Section 2 of this Agreement, (A) the Notes will be issued in compliance with all applicable federal and state securities laws and (B) it is not necessary, in connection with the issuance and sale of the Notes to Investor, to register the Note under the Securities Act; (xiii) on the Closing Date and after giving effect to the issuance of the Note, no Event of Default has occurred and is continuing, and no event, act or omission has occurred and is continuing which, with the lapse of time, the giving of notice or both, would constitute an Event of Default; (xiv) the Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or is exempt from all provisions of such Act; (xv) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would become due and owing by Company to any person or entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; Company acknowledges that Investor is not registered as a ‘dealer’ under the 1934 Act; (xvi) the Company acknowledges that Investor will rely upon the truth and accuracy of, and its respective compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Company set forth herein. For this Agreement purpose, “Material Adverse Effect” means a material adverse effect on (a) the condition, financial or otherwise, operating results, assets, liabilities, operations or business of the Company and the Subsidiaries, taken as a whole, or (b) the ability of the Company or Pledgor to perform any of its or his material obligations under the Transaction Documents.

4. Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Note to Investor at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:

4.1. Investor shall have executed this Agreement and delivered the same to Company.

4.2. Investor shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.

4.3. The representations and warranties of Investor in this Agreement shall be accurate in all material respects when made and at the time of the Closing Date.

4.4. Investor shall have performed, satisfied and complied with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by Company and Pledgor at or prior to the Closing.

5. Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:

5.1. Company shall have executed this Agreement, and the Note and delivered the same to Investor, and Pledgor shall have executed the Pledge Agreement and delivered the same to Investor.

5.2. Company shall have delivered to Investor a fully executed Officer’s Certificate substantially in the form attached hereto as Exhibit B evidencing Company’s approval of the Transaction Documents.

5.3. The representations and warranties of Company in this Agreement shall be accurate in all material respects when made and at the time of the Closing Date.

5.4. No Event of Default (as defined in the Note) shall have occurred on or prior to the Closing Date.

5.5. Company and Pledgor shall have performed, satisfied and complied with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by Company and Pledgor at or prior to the Closing, including but not limited to delivery of certificates evidencing Pledge Collateral to Investor and other obligations as provided in the Pledge Agreement.

5.6. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

5.7. No event or series of events shall have occurred that has had or would reasonably be expected to result in a Material Adverse Effect.

5.8. Reserved.

5.9. The Investor shall have received: (i) completed UCC financing statements in form appropriate for filing for each appropriate jurisdiction as is necessary to perfect the Investor’s security interest in the Pledged Collateral; (ii) to the extent required to be delivered pursuant to the terms of the Pledge Agreement, stock, equity, share or membership certificates evidencing equity interests pledged pursuant to the terms of the Pledge Agreement, together with, where applicable, undated stock or transfer powers duly executed in blank; and (iii) an Acknowledgement of Pledge and Security Interest in the form of Schedule 2 to the Pledge Agreement notifying the transfer agent of the Pledge Agreement. “Loan Party” means each of the Company and the Pledgor.

6. Covenants

6.1. Affirmative Covenants. The Company covenants that so long as the Note is not fully repaid or unless Investor consents:

(a) The Company shall immediately make such filing and notices in the manner and time as required by SEC, state securities authorities or NASDAQ concerning the Transaction Documents. The Company will at all times preserve and keep in full force and effect its corporate existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary.

(b) The Company shall ensure that Note shall be a senior secured obligation of the Company, with priority over all future indebtedness of the Company, and that the lien in the Pledged Collateral effected by the Pledge Agreement shall be senior to all other liens in such collateral, as provided in the executed Pledge Agreement.

6.2. Negative Covenants. The Company covenants that so long as the Note is not fully repaid or unless Investor consents:

(a) The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any lien on or with respect to any property or asset (including, without limitation, any document or instrument in respect of goods or accounts receivable) of the Company or any Subsidiary, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits.

(b) The Company will not, and will not permit any of its Subsidiaries to, consolidate with or merge with any other Person or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any person.

(c) The Company will not issue, sell, pledge, transfer, grant, otherwise dispose of or encumber any Class B ordinary shares, no par value each, (the “Class B Ordinary Shares”), convertible bonds, bonds with warrants or any other securities convertible into or exercisable for any Class B Ordinary Shares or equity interests, any rights, warrants, options, calls or commitments to acquire or related to any Class B Ordinary Shares, any awards under any bonus, incentive or other compensation plan or arrangement which would result in the right to receive Class B Ordinary Shares or modify or amend any right of any holder of Class B Ordinary Shares.

(d) The Company will not, and will not permit any of its Subsidiaries to, amend or revise its articles of association, bylaws or other constitutional documents.

(e) Neither the Company nor any Subsidiary shall create, incur, assume, become or be liable in any manner in respect of, or suffer to exist, any debt, except trade payables incurred and paid in the ordinary course of business.

(f) As long as the Note is still outstanding, the Company will not issue any Class A ordinary shares, no par value each, of the Company to the Pledgor.

7. Indemnification; Survival of Representations and Warranties. All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement, the purchase of the Notes hereunder until the Note is fully repaid. The Company shall indemnify, defend and hold harmless Investor, all its officers, directors, employees, attorneys, and agents, to the full fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) liabilities, obligations, contingencies, damages, and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees, costs of investigation (collectively, “Losses”), as incurred, arising out of or relating to (i) the execution or delivery of this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, (ii) any breach or inaccuracy in any representation or warranty made by Company contained in this Agreement, or (iii) any breach, violation or non-fulfillment of any covenant, obligation or agreement contained in this Agreement. The Investor shall indemnify, defend and hold harmless the Company, its affiliates and each person controlling the Company (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Company, its affiliates and each such controlling person, to the full fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising out of or relating to any breach or inaccuracy in any representation or warranty made by the Investor contained in this Agreement, or any breach, violation or non-fulfillment of any covenant, obligation or agreement contained in the Transaction Documents.

8. Miscellaneous. The provisions set forth in this Section 8 shall apply to this Agreement, as well as all other Transaction Documents as if these terms were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth in this Section 8 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.

8.1. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party consents to and expressly agrees that the exclusive venue for adjudication of any dispute arising out of or relating to any Transaction Document or the relationship of the parties or their affiliates shall be in New York. For any litigation arising in connection with any of the Transaction Documents, each party hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in New York, (ii) expressly submits to the exclusive venue of any such court for the purposes hereof, and (iii) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Company acknowledges that the governing law and venue provisions set forth in this Section 8.1 are material terms to induce Investor to enter into the Transaction Documents and that but for Company’s agreements set forth in this Section 8.1 Investor would not have entered into the Transaction Documents.

8.2. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

8.3. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

8.4. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

8.5. Entire Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all prior term sheets or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated by the Transaction Documents (collectively, “Prior Agreements”), that may have been entered into between Company and Investor, or any affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents. To the extent there is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the Transaction Documents shall govern.

8.6. Amendments. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties hereto.

8.7. Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor or by email to an executive officer named below or such officer’s successor, or by facsimile (with successful transmission confirmation which is kept by sending party), (ii) the earlier of the date delivered or the third business day after deposit, postage prepaid, in the United States Postal Service by certified mail, or (iii) the earlier of the date delivered or the third business day after mailing by express courier, with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by five (5) calendar days’ advance written notice similarly given to each of the other parties hereto):

If to Company:

Antelope Enterprise Holdings Limited

Attn: Hen Man Edmund, Chief Financial Officer

Room 1802, Block D, Zhonghai International Center,

Hi-Tech Zone, Chengdu, Sichuan Province

China

With a copy to (which copy shall not constitute notice):

Hunter Taubman Fischer & Li LLC

Attn: Joan Wu

950 Third Avenue

Floor 18

New York, NY 10022

Email: jwu@htflawyers.com

If to Investor:

Guoxiang Hu

[ADDRESS]

Email:

Tel:

8.8. Successors and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Investor hereunder may not be assigned by Investor to a third party, including its affiliates, in whole or in part, without obtaining Company’s consent thereto. Company may not assign its rights or obligations under this Agreement or delegate its duties hereunder, whether directly or indirectly, without the prior written consent of Investor, and any such attempted assignment or delegation shall be null and void. Notwithstanding the foregoing, if the Company has identified an individual(s) or entity(ies) that is satisfactory to the Company, to purchase the Note from the Lender, the Lender shall use her best efforts to sell, transfer, and assign the Note to such individual or entity identified by the Company within ten (10) calendar days following receipt of a written notice from the Company, at a price that equal to the Outstanding Balance.

8.9. Survival. The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor.

8.10. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

8.11. Investor’s Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction Documents are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that Investor may have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law, in equity, or by statute, and any and all such rights and remedies may be exercised from time to time and as often and in such order as Investor may deem expedient.

8.12. Attorneys’ Fees and Cost of Collection. In the event any suit or action is filed by either party against the other to interpret or enforce any of the Transaction Documents, the unsuccessful party to such action agrees to pay to the prevailing party all costs and expenses, including attorneys’ fees incurred therein, including the same with respect to an appeal. The “prevailing party” shall be the party in whose favor a judgment is entered, regardless of whether judgment is entered on all claims asserted by such party and regardless of the amount of the judgment; or where, due to the assertion of counterclaims, judgments are entered in favor of and against both parties, then the applicable adjudicator shall determine the “prevailing party” by taking into account the relative dollar amounts of the judgments or, if the judgments involve nonmonetary relief, the relative importance and value of such relief. Nothing herein shall restrict or impair a court’s power to award fees and expenses for frivolous or bad faith pleading. If (i) the Note is placed in the hands of an attorney for collection or enforcement prior to commencing legal proceedings, or is collected or enforced through any legal proceeding, or Investor otherwise takes action to collect amounts due under the Note or to enforce the provisions of the Note, or (ii) there occurs any bankruptcy, reorganization, receivership of Company or other proceedings affecting Company’s creditors’ rights and involving a claim under the Note; then Company shall pay the costs incurred by Investor for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees, expenses, deposition costs, and disbursements.

8.13. Waiver. No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

8.14. Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.

8.15. Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the other Transaction Documents.

8.16. Voluntary Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions needed for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction Documents and fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing, or has waived the right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without any duress or undue influence by Investor or anyone else.

8.17. Document Imaging. Investor shall be entitled, in its sole discretion, to image or make copies of all or any selection of the agreements, instruments, documents, and items and records governing, arising from or relating to any of Company’s loans, including, without limitation, this Agreement and the other Transaction Documents, and Investor may destroy or archive the paper originals. The parties hereto (i) waive any right to insist or require that Investor produce paper originals, (ii) agree that such images shall be accorded the same force and effect as the paper originals, (iii) agree that Investor is entitled to use such images in lieu of destroyed or archived originals for any purpose, including as admissible evidence in any demand, presentment or other proceedings, and (iv) further agree that any executed facsimile (faxed), scanned, emailed, or other imaged copy of this Agreement or any other Transaction Document shall be deemed to be of the same force and effect as the original manually executed document.

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the undersigned Investor and Company have caused this Agreement to be duly executed as of the date first above written.

	INVESTOR:

	Guoxiang Hu

	/s/ Guoxaing Hu

	COMPANY:

	Antelope Enterprise Holdings Limited

	By:	/s/ Hen Man Edmund
		Hen Man Edmund, Chief Financial Officer

[Signature Page to Note Purchase Agreement]

ATTACHED EXHIBITS:

Exhibit A	Note

Exhibit B	Officer’s Certificate

Exhibit C	N/A

Exhibit D	Pledge Agreement

Exhibit 10.2

STOCK Pledge Agreement

THIS STOCK PLEDGE AGREEMENT (this “Agreement”) dated as of January 25, 2024, among Weilai Zhang (“Pledgor”), and Guoxiang (“Gordon”) Hu (the “Investor”).

W I T N E S S E T H:

WHEREAS, reference is made to that certain Note Purchase Agreement, dated as of the date thereof, including its exhibits and schedules (as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Note Purchase Agreement”) by and between Antelope Enterprise Holdings Limited, a British Virgin Island company (the “Borrower”) and Investor;

WHEREAS, pursuant to the Note Purchase Agreement, among other things, Investor has agreed to purchase from the Borrower a secured promissory note in the principal amount of $4,630,000.00 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”) for a purchase price of $4,630,000.00 (the “Loan”) to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS, it is a condition precedent to the obligation of Investor to make the Loan to the Borrower under the Note Purchase Agreement that Pledgor shall have executed and delivered this Agreement to Investor;

WHEREAS, this Agreement is made and the pledge herein is given to secure Borrower’s payment and performance of any and all obligations, liabilities and indebtedness of Borrower to Investor pursuant to the terms of the Note Purchase Agreement (collectively, the “Secured Obligations”)

NOW, THEREFORE, in consideration of the premises and to induce Investor to enter into the Note Purchase Agreement and the other Transaction Documents and to induce Investor to make the Loan to Borrower thereunder, Pledgor hereby agrees with Investor, as follows:

Article I. Definitions; Rules of Interpretation.

	1.1.	Unless otherwise defined herein, terms defined in the Note Purchase Agreement (including its exhibits and schedules, such as the Exhibit Note) and used herein shall have the meanings given to them in the Note Purchase Agreement. Unless otherwise defined in this Agreement or in the Note Purchase Agreement, terms defined in Article 8 or 9 of the UCC (as defined below) are used in this Agreement as such terms are therein defined.

	1.2.	As used herein, the following terms shall have the following meanings:

“Equity Interests” means Class B ordinary shares, no par value each, of the Borrower that are owned by the Pledgor as set forth in Schedule 1 attached hereto. “Future Rights” means all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of an Equity Interest.

“Initial Pledged Equity” has the meaning assigned to such term in Section 2.1.

“Pledged Collateral” has the meaning assigned to such term in Section 2.1.

“Pledged Equity” has the meaning assigned to such term in Section 2.1.

“UCC” means the Uniform Commercial Code as in effect, from time to time, in the State of New York.

Article II. Pledge.

2.1.

As security for the prompt payment or performance, as the case may be, of the Secured Obligations in full by Borrower when due, whether at stated maturity, by acceleration or otherwise (including amounts that would become due but for the fact that they are unenforceable or not allowable under the Bankruptcy Code), Pledgor hereby pledges, grants, transfers and assigns to Investor, a first priority security interest in Pledgor’s right, title and interest in and to the Pledged Collateral (as defined below), in each case, whether now owned or hereafter acquired by Pledgor, whether now or hereafter existing or arising and wherever located (collectively, the “Pledged Collateral”):

	(a)	the Equity Interests set forth in Schedule 1 (as such schedule may be supplemented from time to time) under Pledgor’s name and issued by Borrower (the “Initial Pledged Equity”);

	(b)	all Equity Interests from time to time issued to Pledgor in any manner, including but not limited to Equity Interests issued by Borrower pursuant to any employment agreement with Borrower (together with the Initial Pledged Equity, the “Pledged Equity”);

	(c)	any certificates representing any such Pledged Equity and all Future Rights in respect of any or all such Pledged Equity;

	(d)	all rights and privileges of the Pledgor with respect to the Pledged Equity and other property referred to above; and

	(e)	all proceeds of any and all of the foregoing.

Article III. Delivery and Control of Pledged Collateral.

	3.1.	On the Closing Date of transaction contemplated by the Note Purchase Agreement, Pledgor shall deliver to Investor the certificates or instruments representing or evidencing the Initial Pledged Equity, which shall be in suitable form for transfer by delivery. In the event the Pledgor is not able to provide such evidence the Pledgor shall provide duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Investor and such instruments shall be held by or on behalf of Investor pursuant hereto.

	3.2.	At any time following the occurrence and during the continuance of an Event of Default, Investor shall have the right, in his discretion and without notice to Pledgor, to transfer to or to register any or all of the Pledged Collateral in his name or the name of any of his nominees; provided that Investor shall have given notice of his intent to exercise such rights to the Pledgor.

3.3.

Pledgor shall execute an Acknowledgement of Pledge and Security Interest in the form of Schedule 2 attached hereto notifying the transfer agent of this Agreement.

Article IV. Voting Rights; Dividends; Etc.

4.1.

So long as no Event of Default shall have occurred and be continuing:

	(a)	Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement provided, however, that no vote shall be cast or consent, waiver or ratification given or action taken which would have the effect of impairing the position or interest of Investor in respect of the Pledged Collateral or be inconsistent with or violate any provision of this Agreement, the Note Purchase Agreement, or the other Transaction Documents.

	(b)	Pledgor shall be entitled to receive and retain for his own account any and all payments, dividends and other distributions paid in respect of the Pledged Collateral to the extent such are permitted under the terms of the Note Purchase Agreement; provided, however, that the following shall be received and held in trust by Pledgor for the benefit of Investor, segregated from the other property or funds of Pledgor and forthwith paid to Investor as Pledged Collateral in the exact form as so received, with any necessary indorsement: any payments, dividends and other distributions in respect of any Pledged Collateral (i) not paid or payable in cash, and any instruments and other property received or otherwise distributed in respect of any Pledged Collateral or (ii) paid or payable in cash (A) in connection with a liquidation or dissolution, a reduction of capital, capital surplus or paid in surplus or (B) in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; and

	(c)	Upon written notice in advance by Pledgor and at the expense of Pledgor, Investor shall execute and deliver, or cause to be executed and delivered, to Pledgor all such proxies and other instruments in such form and for such purposes as Pledgor may reasonably request to enable Pledgor to exercise the rights set forth in Sections 4.1(a) and 4.1(b).

	4.2.	Upon the occurrence and during the continuance of an Event of Default, all the rights that Pledgor would otherwise be entitled to exercise under Sections 4.1(a) and 4.1(b) shall automatically cease, and all such rights shall thereupon become vested in Investor, who or whose nominee shall have the sole right to exercise such rights and otherwise act with respect to the Pledged Collateral as if he or she were the outright owner thereof.

	4.3.	Pledgor shall (a) receive and hold in trust for the benefit of Investor, (b) segregate from the other property or funds of Pledgor and (c) forthwith pay to Investor as Pledged Collateral in the exact form as so received (with any necessary indorsement), any and all payments, rights, dividends and other distributions that are received by Pledgor as a result of or in relation to the Pledged Collateral not otherwise specified in this Section 4.

Article V. Representations and Warranties.

Pledgor represents and warrants as follows as of date of this Agreement and continue until the Secured Obligations are fully satisfied:

5.1.

	(a)	Pledgor has all requisite capacity, power and authority to execute, deliver and perform its obligations under this Agreement.

	(b)	This Agreement constitutes the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms, subject to Bankruptcy Laws and general principles of equity regardless of whether enforcement is considered in a proceeding at law or in equity.

	5.2.	The Initial Pledged Equity identified on Schedule 1 includes all of the Equity Interests owned by Pledgor as of the date hereof and constitutes the percentage of the issued and outstanding shares of stock or other equity interests of Borrower indicated on such Schedule 1 as of the date hereof. The information set forth in Schedule 1 is true, accurate and complete as of the date hereof in all respects.

	5.3.	Until the Note is fully repaid, the Pledgor is and shall continue to be the sole owner of Class B of ordinary shares of the Company and holds more than 50% of the total voting power of the outstanding voting securities of the Company.

	5.4.	Pledgor has delivered to Investor all Pledged Collateral consisting of certificated securities and instruments.

	5.5.	The Pledged Equity pledged by Pledgor hereunder has been duly authorized and validly issued and is fully paid and nonassessable.

	5.6.	Except for the security interest created under this Agreement or as permitted under the Note Purchase Agreement, Pledgor is the sole legal and beneficial owner of the Pledged Collateral free and clear of any adverse claim, encumbrance, lien, option or right of others. No effective financing statement or other instrument covering any part of the Pledged Collateral or listing Pledgor as debtor with respect to such Pledged Collateral is on file in any recording office, except as expressly permitted under the Note Purchase Agreement. Pledgor has rights in or the power to transfer the Pledged Collateral.

	5.7.	No consent, approval, authorization or other action by, and no notice to or filing or registration with, any governmental authority or regulatory body or any other third party is required for (a) the execution, delivery or performance of this Agreement by Pledgor, (b) the grant by Pledgor of the security interest granted hereunder, (c) the exercise by Investor of his rights or remedies under this Agreement, except as may be required in connection with the disposition of any portion of the Pledged Collateral by laws affecting the offering and sale of securities generally or (d) the perfection or maintenance of the first priority security interest created hereunder; except for (i) the actions set forth in Article III. With respect to the Pledged Collateral, which actions are in full force and effect and (ii) the filing of financing and continuation statements under the UCC, which financing statements have been duly filed on the date of this Agreement and are in full force and effect.

Article VI. Covenants.

	6.1	Except as granted under this Agreement or permitted under the Note Purchase Agreement, Pledgor shall not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral or (ii) create or suffer to exist any lien or encumbrance upon or with respect to any of the Pledged Collateral. Pledgor shall, at his own expense, appear in and defend any action, suit or proceeding which may affect his title to, or right or interest in, or the Investor’s right or interest in, the Pledged Collateral, and shall do and perform all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Pledged Collateral and shall defend against any claims or demands by any third party claiming an interest in the Pledged Collateral that is adverse to Investor.

	6.1.	Concurrently with the execution of this Agreement, Pledgor shall make all filings and taken all other actions necessary or desirable to perfect the security interest in the Pledged Collateral created under this Agreement and such filings and other actions are in full force and effect within five (5) business days following the execution of this Agreement. This Agreement, together with such filings and other actions, creates a valid and perfected first priority security interest in the Pledged Collateral in favor of Investor, securing the prompt payment and performance of the Secured Obligations.

Article VII. Further Assurances.

	7.1.	In order to enable Investor to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral or to perfect and protect any security interest granted hereby by Pledgor, Pledgor agrees that he shall, from time to time and at Pledgor’s expense, promptly execute and deliver all further instruments and documents, and take all further action that may be necessary, or that Investor may reasonably request to perfect the security interest of the Investor in the Pledged Collateral. Without limiting the generality of the foregoing, Pledgor shall promptly with respect to the Pledged Collateral: (a) deliver and pledge to Investor all certificates or instruments representing or evidencing any Pledged Collateral that constitutes of certificated securities, accompanied by undated stock or bond powers executed in blank, (b) execute and file such financing or continuation statements or any other instruments or notices as may be necessary or desirable, or as Investor may request, in order to perfect and preserve the first priority security interest granted hereby by Pledgor and (c) deliver to Investor evidence that all other action that the Investor may deem reasonably necessary or desirable in order to perfect and preserve the security interest created by Pledgor under this Agreement has been taken.

	7.2.	Upon reasonable request from time to time by Investor, Pledgor shall furnish to Investor statements and schedules further identifying and describing the Pledged Collateral, in sufficient detail to clearly identify such Pledged Collateral. This Agreement may be amended to reflect changes in the information contained in any Schedule hereto, upon the request by Pledgor and the consent of Investor, which consent shall not be unreasonably withheld or delayed.

Article VIII. INVESTOR as Pledgor’s Attorney-in-Fact.

	8.1.	Pledgor hereby irrevocably appoints Investor as his attorney-in-fact, effective upon the occurrence and during the continuance of an Event of Default or a Trigger Event, with full authority in the place and stead of Pledgor and in the name of Pledgor or otherwise, from time to time in Investor’s discretion, to take any action and to execute any instrument that Investor deems reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, when and to the extent permitted by this Agreement.

	8.2.	This power of attorney is a power coupled with an interest and is irrevocable until the indefeasible payment and satisfaction in full of the Secured Obligations. Pledgor hereby ratifies and approves all acts of Investor made or taken pursuant to this Section, other than acts made through gross negligence or willful misconduct. Neither Investor nor any nominee of Investor shall be liable for any act or omission or for any error of judgment or mistake of fact or law, except such as may result from Investor’s gross negligence or willful misconduct. Pledgor revokes all previous proxies with regard to the Pledged Collateral.

Article IX. Remedies.

	9.1.	Upon the occurrence and during the continuance of any Event of Default, Investor may exercise in respect of the Pledged Collateral all the rights and remedies of a secured party under the UCC (irrespective of whether the UCC applies to the affected Pledged Collateral), in addition to other rights and remedies provided for herein, in the Note Purchase Agreement, or the other Transaction Documents, or otherwise available to it, and also may, without notice except as specified below, sell, assign or deliver the Pledged Collateral or any part thereof in one or more parcels, at the same time or at different times, at public or private sale, at any exchange, at a place designated by Investor or elsewhere, upon such time, price and other terms as Investor may deem commercially reasonable and for cash, upon credit or for future delivery, or otherwise in accordance with applicable law.

	9.2.	With respect to any sale or disposition of any Pledged Collateral that threatens to decline speedily in value or that is of a type customarily sold on a recognized market, Pledgor hereby expressly waives any requirement for demand, advertisement or notice in connection therewith. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to Pledgor of the time and place of any public sale or of the time after which any private sale is to be made shall constitute commercially reasonable notice.

	9.3.	Pledgor hereby acknowledges that Investor may be unable to sell all or part of the Pledged Collateral in a public sale due to certain restrictions contained in the Securities Act of 1933, as amended, or any similar statute hereafter adopted with similar purpose or effect (the “Securities Act”), or in applicable “blue sky” or other state securities laws, as now or hereafter in effect, and Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, to the extent permitted by law, Investor may sell any or all of the Pledged Collateral in one or more private sales, at such times and at such prices and upon such other terms as Investor may deem commercially reasonable, to a limited number of prospective purchasers who will represent and agree that they are purchasing the applicable Pledged Collateral for investment only and not for distribution. Pledgor agrees that any Pledged Collateral sold at such a private sale may be sold at a price and on such terms as are less favorable to the seller than if the sale were delayed or the sale was made in another manner, such as a public offering under the Securities Act, and agrees that Investor has no obligation to delay the sale to allow for a public sale or to obtain the maximum possible price for the Pledged Collateral. Pledgor further agrees that any private sales made in the foregoing manner shall be deemed to have been made in a commercially reasonable manner and that Pledgor has no objection to such sales.

	9.4.	The remedies provided herein in favor of Investor shall not be deemed exclusive, but shall be cumulative, and shall be in addition to all other remedies in favor of Investor existing at law or in equity.

	9.5.	Pledgor hereby agrees that any sale or other disposition of any or all of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the city where Investor is located shall be deemed to be commercially reasonable.

	9.6.	Investor may, at his discretion, hold and/or apply any cash proceeds received in respect of any sale of or other realization upon any or all of the Pledged Collateral as collateral for any or all of the Secured Obligations, as provided in the Note Purchase Agreement or the other Transaction Documents.

Article X. Indemnity and Expenses.

10.1.

Pledgor agrees to indemnify, defend, save and hold harmless Investor and his nominees and their respective agents, counsel and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against an Indemnified Party, in each case arising out of or in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct.

10.2

Upon demand by Investor, Pledgor shall pay to Investor any and all reasonable costs and expenses, excluding the reasonable fees and expenses of its counsel, incurred by Investor in connection with the negotiation, execution, administration, amendment, waiver, enforcement or collection of this Agreement or the exercise or enforcement of any of the rights or remedies of Investor hereunder. If Pledgor fails to perform any agreements in this Agreement, Investor may himself perform or cause the performance of such agreement as he deems necessary to protect the security interest in or the value of the Pledged Collateral granted hereunder, without any obligation to do so and without notice to Pledgor. Pledgor shall reimburse Investor for any and all expenses incurred in connection therewith in according with this Section 10.2.

Article XI. INVESTOR’s Duties. Other than the safe custody of any Pledged Collateral in his possession, Investor shall have no duty as to any Pledged Collateral, with respect to the taking of any necessary steps for the preservation of rights against any parties or any other rights pertaining to any Pledged Collateral, or as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not Investor has or is deemed to have knowledge of such matters. Investor shall be deemed to have exercised reasonable care in the custody and preservation of any Pledged Collateral in his possession if such Pledged Collateral is accorded treatment substantially equal to that which Investor accords his own property.

Article XII. Termination; Release.

	12.1.	This Agreement shall create a continuing security interest in the Pledged Collateral and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Secured Obligations or the assignment of the Secured Obligations to a third party by the Investor, at which time the pledge granted hereby shall terminate and all rights to the Pledged Collateral shall revert to Pledgor. Upon any such termination, Investor shall, at Pledgor’s expense, (x) return all Pledged Collateral in his possession to Pledgor and (y) execute and deliver to Pledgor such UCC termination statements and other documents, which shall be prepared by Pledgor in form and substance reasonably satisfactory to Investor, as Pledgor shall reasonably request to evidence such termination.

	12.2.	Investor shall, at the expense of Pledgor, execute and deliver to Pledgor such documents as Pledgor may reasonably request to evidence the release of any item of Pledged Collateral from the security interest granted hereby, upon a sale, transfer or other disposition of such Pledged Collateral in accordance with the terms of the Note Purchase Agreement; provided, however, that (a) at least five (5) Business Days prior to the date of the proposed release, Pledgor shall have delivered to Investor (i) a written request for such release, (ii) a form of release and (iii) a certificate of Pledgor stating that the transaction is in compliance with the Note Purchase Agreement and such other statements as Investor may request, (b) no Event of Default shall have occurred and be continuing at the time of such request and release and (c) to the extent required under the Note Purchase Agreement, the application of or payment of or in connection with the proceeds of any such sale, transfer or other disposition shall be carried out in accordance with the instructions of Investor.

Article XIII. Security Interest Absolute.

	13.1.	In order to enforce this Agreement, a separate action may be brought against Pledgor regardless of whether any action is brought against Borrower under the Note Purchase Agreement or the Transaction Documents. The obligations of Pledgor under this Agreement are independent of the Secured Obligations of the Borrower or any other obligations of the Borrower under the Note Purchase Agreement or the other Transaction Documents.

	13.2.	The pledge, assignment and grant of security interest by Pledgor hereunder, all obligations of Pledgor hereunder and all rights of Investor hereunder shall be irrevocable, absolute and unconditional irrespective of, and to the maximum extent permitted by applicable law Pledgor hereby irrevocably waives any defenses relating to, any or all of the following:

	(a)	any lack of enforceability or validity of any agreement with respect to any of the Secured Obligations, or any other agreement or instrument relating to any of the foregoing;

	(b)	any exchange, release or non-perfection of any Lien on any collateral, or any release or amendment or waiver of or consent under or departure from any guaranty securing any or all of the Secured Obligations;

	(c)	any change in the time, place or manner of payment of, or in any other term of, all or any of the Secured Obligations or any other amendment or waiver of or any consent to any departure from the Note Purchase Agreement any other agreement or instrument relating thereto; or

	(d)	any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pledgor in respect of the Secured Obligations or this Agreement.

	13.3.	To the extent permitted by applicable law, Pledgor waives (a) demand, notice, protest, or other action taken in reliance hereon, and all other demands and notices of any description and (b) any and all other suretyship defenses.

	13.4.	Notwithstanding the provisions of Article XIII, this Agreement, the pledge, assignment and grant of security interest hereunder, and all obligations of Pledgor hereunder shall continue to be effective or be automatically reinstated, as the case may be, if at any time any payment of any of the Secured Obligations is rescinded or must otherwise be returned by Investor or by any other person upon the insolvency, bankruptcy or reorganization of Pledgor or Borrower or otherwise, all as though such payment had not been made.

Article XIV. Miscellaneous.

14.1.

Waivers; Amendments.

	(a)	No failure or delay on the part of Investor to exercise any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All rights, powers and remedies provided for in this Agreement or otherwise with respect to any of the Secured Obligations are cumulative and are not exclusive of any other rights, powers and remedies provided by law.

	(b)	None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by Pledgor and Investor in accordance with the Note Purchase Agreement.

	14.2.	Notices. All notices, requests and demands pursuant hereto shall be made in accordance with the Note Purchase Agreement.

	14.3.	Survival of Agreement. All representations, warranties, agreements, covenants and indemnities made by Pledgor in this Agreement, and in the certificates or other instruments prepared or delivered in connection with or pursuant hereto, except for any amendments, modifications, waivers or terminations thereof in accordance with the terms hereof, shall survive the execution and delivery of the Note Purchase Agreement and shall continue in full force and effect until this Agreement shall terminate or thereafter to the extent provided in the Note Purchase Agreement.

	14.4.	Binding Effect; Successors and Assigns. This Agreement shall become effective as to Pledgor when a counterpart hereof executed on behalf of Pledgor is delivered to Investor and a counterpart hereof is executed on behalf of Investor. Thereafter, this Agreement shall be binding upon Pledgor, its successors and assigns, and inure, together with the rights and remedies of Investor hereunder .

	14.5.	Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

	14.6.	Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

	14.7.	Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

	14.8.	Submission to Jurisdiction; Waiver of Venue.

(a)

Pledgor hereby irrevocably and unconditionally submits, for itself and in respect its property in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment in respect thereof, to the exclusive jurisdiction of any New York State or federal court of the United States of America sitting in New York City, and any appellate court from any thereof and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such court, to the extent permitted by applicable law. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or the Note Purchase Agreement or the Transaction Documents shall affect any right Investor may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction.

(b)

To the fullest extent permitted under applicable law, Pledgor irrevocably and unconditionally waives (i) any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or federal court, and (ii) the defense that any such suit, action or proceeding is brought in an inconvenient court.

	14.9.	Service of Process. Pledgor agrees that service of process in any proceeding may be made by registered mail, certified mail or overnight courier service to it at its address specified in the Note Purchase Agreement. Nothing in this Agreement shall be deemed or operate to affect the right of Investor to service process in any other manner permitted by law.

	14.10.	Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

	14.11.	Headings. The headings of each section of this Agreement are included for convenience only and shall not define or limit the provisions of this Agreement.

[Remainder of the page intentionally left blank.]

IN WITNESS WHEREOF, Pledgor has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

WEILAI ZHANG, as Pledgor

/s/ Weilai Zhang

GUOXIANG HU, as Investor

/s/ Guoxiang Hu

ACKNOWLEDGED, ACCEPTED AND AGREED TO BY:

BORROWER:

ANTELOPE ENTERPRISE HOLDINGS LIMITED

By:
	Hen Man Edmund, Chief Financial Officer

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