United States securities and exchange commission logo
June 10, 2024
Weilai (Will) Zhang
Chief Executive Officer
Antelope Enterprise Holdings Limited
Room 1802, Block D, Zhonghai International Center
Hi-Tech Zone, Chengdu
Sichuan Province, PRC
Re: Antelope Enterprise
Holdings Limited
Registration
Statement on Form F-1
Filed May 24, 2024
File No. 333-279733
Dear Weilai (Will) Zhang:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Cover Page
1. Please disclose
prominently on the prospectus cover page that you are not a Chinese
operating company but a
British Virgin Islands holding company with operations
conducted by your
subsidiaries based in China and that this structure involves unique risks
to investors. Your
disclosure should acknowledge that Chinese regulatory authorities
could disallow this
structure, which would likely result in a material change in your
operations and/or a
material change in the value of the securities you are registering for
sale, including that it
could cause the value of such securities to significantly decline or
become worthless.
Provide a cross-reference to your detailed discussion of risks facing the
company and the
offering as a result of this structure. Additionally, please confirm, if true,
that you do not use a
variable interest entity structure.
Weilai (Will) Zhang
Antelope Enterprise Holdings Limited
June 10, 2024
Page 2
Prospectus Summary, page 1
2. In your summary of risk factors, disclose the risks that your
corporate structure and being
based in or having the majority of the company s operations in China
poses to investors.
In particular, describe the significant regulatory, liquidity, and
enforcement risks with
cross-references to the more detailed discussion of these risks in the
prospectus. For
example, specifically discuss risks arising from the legal system in
China, including risks
and uncertainties regarding the enforcement of laws and that rules and
regulations in
China can change quickly with little advance notice; and the risk that
the Chinese
government may intervene or influence your operations at any time, or
may exert more
control over offerings conducted overseas and/or foreign investment in
China-based
issuers, which could result in a material change in your operations
and/or the value of the
securities you are registering for sale. Acknowledge any risks that
any actions by the
Chinese government to exert more oversight and control over offerings
that are conducted
overseas and/or foreign investment in China-based issuers could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless.
Risk Factors, page 12
3. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to highlight separately the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of the securities you are
registering. Also,
given recent statements by the Chinese government indicating an intent
to exert more
oversight and control over offerings that are conducted overseas
and/or foreign investment
in China-based issuers, acknowledge the risk that any such action
could significantly limit
or completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless.
Enforceability of Civil Liabilities, page 111
4. You disclose here that many of your officers and directors, and some of
the experts named
in this prospectus, are residents of PRC or elsewhere outside of the
U.S., and all of our
assets and the assets of such persons are located outside the U.S. and
as a result, it may be
difficult for investors in the U.S. to effect service of process within
the U.S. upon such
directors, officers and representatives of experts who are not residents
of the U.S. or to
enforce against them judgments of a U.S. court predicated solely upon
civil liability under
U.S. federal securities laws or the securities laws of any state within
the U.S. Please revise
FirstName LastNameWeilai (Will) Zhang
to clarify if you have any officers or directors in the U.S.
Additionally, please revise to
Comapany NameAntelope
include a risk factor Enterprise
addressingHoldings Limited
the difficulty of bringing actions
against these individuals
and
June 10, enforcing
2024 Page 2 judgments against them.
FirstName LastName
Weilai (Will) Zhang
FirstName LastNameWeilai
Holdings(Will) Zhang
Antelope Enterprise Limited
Comapany
June NameAntelope Enterprise Holdings Limited
10, 2024
June 10,
Page 3 2024 Page 3
FirstName LastName
General
5. We note you disclosed certain material terms of the equity line
agreement. Please also
disclose the following material terms of each equity line agreement,
including: (1) the
maximum principal amount available under the agreement; and (2) the
term of the
agreement.
6. Please revise to disclose the natural person or persons who exercise
the voting and/or
dispositive powers, or have the right to receive the economic benefit,
with respect to the
three equity line investors.
7. We note that you entered into equity line agreements with three
different entities. Please
clarify whether there is any relationship between the three equity
line investors.
Additionally, please confirm, if true, that these investors are not
related parties of the
company.
8. Please file the executed equity line agreements with the three equity
line investors as
exhibits.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Uwem Bassey at 202-551-3433 or Mitchell Austin at
202-551-3574 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Joan Wu