AEHL 20-F/A
Antelope Enterprise Holdings Ltd (AEHL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO.1 TO
FORM
(Mark one)
OR
For
the fiscal year ended
OR
OR
for the transition period from ____________to ____________
Commission
file number
(Exact name of the Registrant as specified in its charter)
(Jurisdiction of incorporation or organization)
Sichuan Province,
Telephone: +86 (28) 8532 4355
(Address of principal executive offices)
Sichuan Province,
Telephone:
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
|
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None.
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None.
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
An aggregate of ordinary shares, par value $0.024 each were issued and outstanding as of December 31, 2022. (On February 21, 2023, the Company amended its authorized share capital, as result, the ordinary share, par value $0.024 each, of the company were re-designated into Class A ordinary shares, no par value, and Class B ordinary shares, no par value.)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| Yes ☐ |
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
| Yes ☐ |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| No ☐ |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
| No ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
| ☐ Large Accelerated filer | ☐ Accelerated filer | ☒
|
| Emerging
growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| ☐ US GAAP | ☒
|
☐ Other |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
| ☐ Item 17 | ☐ Item 18 |
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes ☐ |
TABLE OF CONTENTS
| Page | ||
| EXPLANATORY NOTE | 3 | |
| PART II | ||
| ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION | 4 | |
| PART III | 5 | |
| ITEM 19. | EXHIBITS | 5 |
| 2 |
Explanatory Note
This Amendment No. 1 speaks as of the filing date of the Original Filing, or May 1, 2023. No attempt has been made in this Amendment No. 1 to modify or update in any way the financial statements or any other items or disclosures in the Original Filing. Except as specifically noted herein, this Amendment No. 1 does not amend, update or restate any of the information previously included in the Original Filing, nor does this Amendment No. 1 reflect any event that has occurred after the date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and the Company’s other filings with the SEC subsequent to May 1, 2023.
As required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, the Company is also filing or furnishing the certifications required under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment No. 1.
| 3 |
| ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENUE INSPECTION |
(a) Please see the Supplemental Submission pursuant to Item 16I(a) of Form 20-F, attached as Exhibit 99.1 to this Amendment No.1.
(b) During our fiscal year 2022, we were conclusively listed by the SEC as a Commission-Identified Issuer under the HFCA Act following the filing of our Annual Report on Form 20-F for the fiscal year ended December 31, 2021. Our auditor for the years ended December 31, 2022, 2021 and 2020, a registered public accounting firm that the PCAOB was not able to inspect or investigate completely in 2021 according to the PCAOB’s December 16, 2021 determinations, issued the audit report for us for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a HFCA Act determination report that vacated its December 16, 2021 determinations and removed mainland China and Hong Kong from the list of jurisdictions where it had been unable to completely inspect or investigate the registered public accounting firms. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCA Act after we file this Amendment No.1.
The jurisdictions in which our consolidated foreign operating entities are incorporated include mainland China, Hong Kong, and British Virgin Islands. We hold 100% equity interests in its consolidated operating entities, except for Hainan Kylin Cloud Services Technology Co., Ltd., in which the Company indirectly holds 51% equity interest. We reviewed (i) the shareholder register provided by Transhare Corporation, our transfer agent, and (ii) Schedules 13D and 13G filed by the shareholders, the absence of any Schedule 13D or 13G filing made by any foreign governmental entity with respect to the Company’s securities, and the absence of foreign government representation on its board of directors, we have no awareness or belief that we are owned or controlled by a government entity in mainland China.
We received written confirmations from the directors of the Company and its consolidated foreign operating entities and each of them represented that he/she is not an official of the Chinese Communist Party. The currently effective memorandum and articles of association of our Company and equivalent organizing documents of our consolidated foreign operating entities do not contain any charter of the Chinese Communist Party.
Therefore, to the best of our knowledge, no governmental entity in mainland China, Hong Kong, or the British Virgin Islands owns shares of our significant consolidated foreign operating entities.
| 4 |
PART III
| ITEM 19. | EXHIBITS |
| 5 |
| (1) | Incorporated by reference to Annexes C and D of Antelope Enterprises’ Prospectus on Form 424B3 filed with the SEC on November 13, 2009. |
| (2) | Incorporated by reference to Antelope Enterprises’ Registration Statement on Form F-4 (File No. 333-161557). |
| 6 |
| (3) | Incorporated by reference to exhibits of the same number filed with CHAC’s Registration Statement on Form F-1 or amendments thereto (File No. 333-145085). |
| (4) | Incorporated by reference to CHAC’s Form 8-K, dated November 21, 2007. |
| (5) | Incorporated by reference to exhibits of the same number filed with Antelope Enterprises’ Registration Statement on Form F-1 (File No. 333-170237). |
| (8) | Incorporated by reference to Annex A to Exhibit 99.1 filed with Antelope Enterprises’ Report on Form 6-K filed with the SEC on November 20, 2010 |
| (7) | Incorporated by reference to Antelope Enterprises’ Annual Report on Form 20-F filed with the SEC on May 17, 2010. |
| (8) | Incorporated by reference to Antelope Enterprises’ Annual Report on Form 20-F filed with the SEC on April 20, 2016. |
| (9) | Incorporated by reference to Antelope Enterprises’ Annual Report on Form 20-F filed with the SEC on July 31, 2014. |
| (10) | Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on December 20, 2019. |
| (11) | Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on September 26, 2022. |
| (12) | Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on October 5, 2022. |
| (13) | Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on December 1, 2022. |
| (14) | Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on December 13, 2022. |
| (15) | Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on January 5, 2023. |
| (16) | Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on January 12, 2023. |
| (17) | Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on January 17, 2023. |
| (18) | Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on February 27, 2023.
|
| (19) | Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on March 31, 2023. |
| (20) | Incorporated by reference to Antelope Enterprises’ Report on Form 6-K filed with the SEC on April 5, 2023. |
| (21) | Incorporated by reference to Antelope Enterprises’ Annual Report on Form 20-F filed with the SEC on May 1, 2023. |
| * | Filed herein |
| ** | Furnished herein |
| 7 |
SIGNATURES
The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| ANTELOPE ENTERPRISE HOLDINGS LIMITED | ||
| February 2, 2024 | By: | /s/ Weilai (Will) Zhang |
| Name: | Weilai (Will) Zhang | |
| Title: | Chief Executive Officer (Principal Executive Officer) and Chairman | |
| ANTELOPE ENTERPRISE HOLDINGS LIMITED | ||
| February 2, 2024 | By: | /s/ Hen Man Edmund |
| Name: | Hen Man Edmund | |
| Title: | Chief Financial Officer (Principal Financial and Accounting Officer) | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
| Signature | Title | Date | |||
| By: | /s/ Weilai (Will) Zhang | Chief Executive Officer (Principal Executive Officer) and | February 2, 2024 | ||
| Weilai (Will) Zhang | Chairman | ||||
| By: | /s/ Hen Man Edmund | Chief Financial Officer (Principal Financial and Accounting Officer) | February 2, 2024 | ||
| Hen Man Edmund | |||||
| By: | /s/ Song Chungen | Director | February 2, 2024 | ||
| Song Chungen | |||||
| By: | /s/ Ishak Han | Director | February 2, 2024 | ||
| Ishak Han | |||||
| By: | /s/ Dian Zhang | Director | February 2, 2024 | ||
| Dian Zhang | |||||
| By: | /s/ Tingting Zhang | Director | February 2, 2024 | ||
| Tingting Zhang | |||||
| By: | /s/ Qiguo Wang | Director | February 2, 2024 | ||
| Qiguo Wang | |||||
| By: | /s/ Huashu Yuan | Director | February 2, 2024 | ||
| Huashu Yuan | |||||
| By: | /s/ Junjie Dong | Director | February 2, 2024 | ||
| Junjie Dong | |||||
| By: | /s/ Xiaoying Song |
Director |
February 2, 2024 | ||
Xiaoying Song |
|||||
| 8 |