GENERAL INFORMATION | 1. GENERAL INFORMATION Antelope Enterprise Holdings Limited (“Antelope Enterprises” or the “Company”), formerly known as China Ceramics Co., Ltd (“CCCL”), is a British Virgin Islands company operating under the BVI Business Companies Act (2004) with its shares listed on the NASDAQ (“symbol: AEHL”). Its predecessor company, China Holdings Acquisition Corp. (“CHAC”), was incorporated in Delaware on June 22, 2007, and was organized as a blank check company for the purpose of acquiring, through a stock exchange, asset acquisition or other similar business combination, or controlling, through contractual arrangements, an operating business, that has its principal operations in Asia. The Company has no operations and has no assets or liabilities of consequence outside its investments in its operating subsidiaries. The head office of the Company is located at Junbing Industrial Zone, Jinjiang City, Fujian Province, the People’s Republic of China (“PRC”). On November 20, 2009, CHAC merged with and into Antelope Enterprises, its wholly owned British Virgin Islands subsidiary, with Antelope Enterprise surviving the merger (the “Redomestication”). On the same day, pursuant to the terms of a merger and stock purchase agreement dated August 19, 2009 (the “acquisition agreement”), Antelope Enterprise acquired all of the outstanding securities of Success Winner Limited (“Success Winner”) held by Mr. Wong Kung Tok in exchange for US$ 10.00 5,743,320 8,950,171 Prior to the Success Winner Acquisition on November 20, 2009, neither CHAC nor Antelope Enterprises had an operating business. Jinjiang Hengda Ceramics Co., Ltd. (“Hengda”), which became the operating entity of Antelope Enterprise in connection with the Success Winner Acquisition, was established on September 30, 1993 under the laws of PRC with 15 85 Hengda is principally engaged in the manufacture and sale of ceramic tiles used for exterior siding and for interior flooring and design in residential and commercial buildings. Hengda’s owners reorganized the corporate structure in 2008 and 2009 (the “Hengda Reorganization” or the “Reorganization”), as follows: Stand Best Creation Limited (“Stand Best”) was established on January 17, 2008 under the laws of Hong Kong with its paid-up share capital being HK$ 1.00 1 100 58,980,000 Success Winner Limited (“Success Winner”) was incorporated in the British Virgin Islands on May 29, 2009 as a limited liability company. Its paid-up and issued capital is US$ 1 1 On June 30, 2009, through a capitalization agreement between Mr. Wong Kung Tok and Stand Best, Stand Best capitalized a shareholder loan due to Mr. Wong Kung Tok in the amount of HK$ 67.9 58.9 9,999 1.00 On the same date, Mr. Wong Kung Tok transferred his ownership of the remaining 1 ordinary share of Stand Best to Success Winner, thus making Success Winner the sole parent company of Stand Best. On January 8, 2010, Hengda completed the acquisition of all voting equity interests of Jiangxi Hengdali Ceramic Materials Co., Ltd. (“Hengdali” or the “Gaoan Facility”), located in Gaoan, Jiangxi Province (the “Hengdali Acquisition”). Hengdali manufactures and sells ceramics tiles used for exterior siding and for interior flooring. In total, Hengda assumed loans of RMB 60.0 185.5 On September 22, 2017, Success Winner incorporated a 100 1 On November 20, 2019, Vast Elite incorporated a 100 On December 3, 2019, Success Winner incorporated a 100 On May 5, 2020, Antelope HK incorporated a 100 On August 10, 2021, Antelope HK incorporated a 100 On August 11, 2021, Antelope HK incorporated a 100 On August 23, 2021, Antelope Hainan incorporated a 100 On September 9, 2021, Antelope Future incorporated a 100 On September 18, 2021, Antelope Ruicheng incorporated a 51 On October 28, 2022, Hainan Kylin incorporated a 100 On November 2, 2022, Hainan Kylin incorporated a 100 On January 4, 2023, Antelope Enterprise Holdings Limited incorporated a 100 On February 15, 2023, Hainan Kylin incorporated a 100 On August 15, 2023, Hainan Kylin incorporated a 100 On August 18, 2023, Hainan Kylin incorporated a 100 Since the ceramic tiles manufacturing business of the Company has experienced significant hurdles due to the significant slowdown of the real estate sector and the impacts of COVID-19 in China, the Company plans to divest its ceramic tiles manufacturing business, which is conducted through the Company’s subsidiaries, Stand Best, Hengda and Hengdali (the “Target”). On December 30, 2022, Stand Best and an unaffiliated entity, New Stonehenge Limited, entered into a purchase agreement, pursuant to which, Stand Best agreed to sell 100 5 8.5 5 100 100 On February 21, 2023, the shareholders of the Company approved and adopted an amended and restated memorandum and articles of association (the “Amended M&A”), which changed the authorized issued share capital of the Company from US$ 4,800,000 200,000,000 0.024 250,000,000 200,000,000 50,000,000 50,000,000 977,755 977,755 Antelope Enterprise Holdings Limited and its subsidiaries’ (the “Company”) corporate structure as of December 31, 2023 is as follows: SCHEDULE OF CHINA CERAMICS AND ITS SUBSIDIARIES CORPORATE STRUCTURE Name Place and date of incorporation or establishment/ operations Nominal value of issued ordinary share /registered capital Percentage of equity attributable to the Company Principal activities Direct Indirect Antelope USA Delaware, USA, January 4, 2023 US$ 1,000 100 — Holding company Success Winner Limited British Virgin Islands, May 29, 2009 US$ 1 100 — Investment holding Vast Elite Limited Hong Kong, September 22, 2017 HKD 1 — 100 Trading of building material Chengdu Future Talented Management and Consulting Co, Ltd (note 2) PRC, November 20, 2019 RMB 30,000,000 — 100 Business management and consulting services Antelope Enterprise (HK) Holdings Limited Hong Kong, December 3, 2019 HKD 10,000 — 100 Investment holding Antelope Holdings (Chengdu) Co., Ltd (note 3) PRC, May 9, 2020 USD 10,000,000 — 100 Business management and consulting services Hainan Antelope Holdings Co., Ltd (note 4) PRC, August 10, 2021 USD 10,000,000 — 100 Business management and consulting services Antelope Future (Yangpu) Investment Co., Ltd (note 5) PRC, August 11, 2021 USD 10,000,000 — 100 Business management and consulting services Antelope Investment (Hainan) Co., Ltd (note 6) PRC, August 23, 2021 RMB 50,000,000 — 100 Business management and consulting services Antelope Ruicheng Investment (Hainan) Co., Ltd (note 7) PRC, September 9, 2021 RMB 50,000,000 — 100 Business management and consulting services Hainan Kylin Cloud Services Technology Co., Ltd (note 8) PRC, September 18, 2021 RMB 5,000,000 — 51 Business management and consulting services Hangzhou Kylin Cloud Services Technology Co., Ltd (note 9) PRC, October 28, 2022 RMB 5,000,000 — 51 Business management and consulting services Anhui Kylin Cloud Services Technology Co., Ltd (note 10) PRC, November 2, 2022 RMB 5,000,000 — 51 Business management and consulting services Wenzhou Kylin Cloud Services (note 11) PRC, February 15, 2023 RMB 5,000,000 - 51 Business management and consulting services Hubei Kylin Cloud Services Technology Co., Ltd (note 12) PRC, August 15, 2023 RMB 5,000,000 — 51 Business management and consulting services Jiangxi Kylin Cloud Services Technology Co., Ltd (note 13) PRC, August 18, 2023 RMB 5,000,000 — 51 Business management and consulting services Note: 1. The registered capital of Hengda, Hengdali, Vast Elite and Antelope HK had been fully paid up. 2. Chengdu Future is allowed to pay the registered capital in full before November 12, 2049. 3. Antelope Chengdu is allowed to pay the registered capital in full before April 13, 2060. 4. Hainan Antelope is allowed to pay the registered capital in full before December 31, 2041. 5. Antelope Future is allowed to pay the registered capital in full before December 31, 2051. 6. Antelope Investment is allowed to pay the registered capital in full before December 31, 2041. 7. Antelope Ruicheng is allowed to pay the registered capital in full before December 31, 2051. 8. Hainan Kylin is allowed to pay the registered capital in full before September 16, 2050. 9. Hangzhou Kylin is allowed to pay the registered capital in full before October 21, 2042. 10. Anhui Kylin is allowed to pay the registered capital in full before October 31, 2042. 11. Wenzhou Kylin is allowed to pay the registered capital in full before February 15, 2043. 12. Hubei Kylin is allowed to pay the registered capital in full before August 15, 2045. 13. Jiangxi Kylin is allowed to pay the registered capital in full before August 15, 2053. On September 3, 2020, the Company effected a reverse stock split, every three issued and outstanding ordinary shares as of the effective date will automatically be combined into one issued and outstanding share 9.2 3.1 0.008 0.024 On September 18, 2023, the Company effected a one-for-ten reverse split of its issued and outstanding Class A ordinary shares. The consolidated statements of financial position as of December 31, 2023 and 2022, and consolidated statements of comprehensive loss for the years ended December 31, 2023, 2022 and 2021 were retroactively restated to reflect this reverse split. |