Exhibit 99.2
ANTELOPE ENTERPRISE HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
The accompanying notes are an integral part of these consolidated financial statements.
ANTELOPE ENTERPRISE HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
| SIX MONTHS ENDED JUNE 30, | ||||||||||||
| 2023 | 2022 | |||||||||||
| Notes | RMB’000 | RMB’000 | ||||||||||
| Net sales | 5 | 309,250 | 118,246 | |||||||||
| Cost of goods sold | 262,055 | 116,340 | ||||||||||
| Gross profit | 47,195 | 1,906 | ||||||||||
| Other income | 5 | 2,831 | 1,682 | |||||||||
| Selling and distribution expenses | (49,194 | ) | (1,876 | ) | ||||||||
| Administrative expenses | (38,715 | ) | (6,405 | ) | ||||||||
| Bad debt reversal | 5,293 | |||||||||||
| Finance costs | 6 | (14 | ) | |||||||||
| Other expenses | (4 | ) | ||||||||||
| Income (loss) before taxation | 7 | (37,883 | ) | 582 | ||||||||
| Income tax expense | 7 | 2 | 83 | |||||||||
| Net income (loss) for the period from continuing operations | (37,885 | ) | 499 | |||||||||
| Discontinued operations | 17 | |||||||||||
| Gain on disposal of discontinued operations | 73,846 | |||||||||||
| Loss for the period from discontinued operations | (1,385 | ) | (26,245 | ) | ||||||||
| Net income (loss) for the period | 34,576 | (25,746 | ) | |||||||||
| Net income (loss) attributable to : | ||||||||||||
| Equity holders of the Company | 34,613 | (29,335 | ) | |||||||||
| Non-controlling interest | (37 | ) | 3,589 | |||||||||
| Net income (loss) for the period | 34,576 | (25,746 | ) | |||||||||
| Net income (loss) attributable to the equity holders of the Company arise from: | ||||||||||||
| Continuing operations | (37,848 | ) | (3,090 | ) | ||||||||
| Discontinued operations | 72,461 | (26,245 | ) | |||||||||
| Other comprehensive loss | ||||||||||||
| Exchange differences on translation of financial statements of foreign operations | (4,145 | ) | 114 | |||||||||
| Total comprehensive income (loss) for the period | 30,431 | (25,632 | ) | |||||||||
| Total comprehensive income (loss) attributable to: | ||||||||||||
| Equity holders of the Company | 30,468 | (29,221 | ) | |||||||||
| Non-controlling interest | (37 | ) | 3,589 | |||||||||
| Total comprehensive income (loss) for the period | 30,431 | (25,632 | ) | |||||||||
| Total comprehensive loss attributable to the equity holders of the Company arise from: | ||||||||||||
| Continuing operations | (42,030 | ) | 613 | |||||||||
| Discontinued operations | 72,461 | (26,245 | ) | |||||||||
| Loss per share attributable to the equity holders of the Company | ||||||||||||
| Basic (RMB) | 8 | |||||||||||
| — from continuing operations | (23.44 | ) | (5.14 | ) | ||||||||
| — from discontinued operations | 44.88 | (43.65 | ) | |||||||||
| Diluted (RMB) | 8 | |||||||||||
| — from continuing operations | (23.44 | ) | (5.14 | ) | ||||||||
| — from discontinued operations | 36.51 | (43.65 | ) | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
ANTELOPE ENTERPRISE HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| Share capital | Share premium | Reverse recapitalization reserve | Merger reserve | Share-based payment reserves | Statutory reserve | Capital reserve | Retained earnings | Currency translation reserve | Total | Noncontrolling Interest | Total Equity | |||||||||||||||||||||||||||||||||||||
| RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||||||||||||||||||||||||||||||||||
| Notes | Note 14 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2023 | 1,288 | 762,767 | (507,235 | ) | 58,989 | 130,093 | 135,343 | 61,266 | (640,738 | ) | (726 | ) | 1,047 | 5,418 | 6,465 | |||||||||||||||||||||||||||||||||
| Net income (loss) for the period | 34,613 | 34,613 | (37 | ) | 34,576 | |||||||||||||||||||||||||||||||||||||||||||
| Exchange difference on transaction of financial statements of foreign operations | (4,145 | ) | (4,145 | ) | (4,145 | ) | ||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income for the period | 34,613 | (4,145 | ) | 30,468 | (37 | ) | 30,431 | |||||||||||||||||||||||||||||||||||||||||
| Issuance of new shares for equity financing | 1,486 | 51,449 | 52,935 | 52,935 | ||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation - employee share-based compensation | 753 | 27,756 | 28,509 | 28,509 | ||||||||||||||||||||||||||||||||||||||||||||
| Conversion of long-term notes into common shares | 4 | 140 | 144 | 144 | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | 3,531 | 814,356 | (507,235 | ) | 58,989 | 157,849 | 135,343 | 61,266 | (606,125 | ) | (4,871 | ) | 113,103 | 5,381 | 118,484 | |||||||||||||||||||||||||||||||||
| Balance at January 1, 2022 | 943 | 757,318 | (507,235 | ) | 58,989 | 127,982 | 135,343 | 61,266 | (582,820 | ) | (924 | ) | 50,862 | (1,306 | ) | 49,556 | ||||||||||||||||||||||||||||||||
| Net income (loss) for the period | (29,335 | ) | (29,335 | ) | 3,589 | (25,746 | ) | |||||||||||||||||||||||||||||||||||||||||
| Exchange difference on transaction of financial statements of foreign operations | 114 | 114 | 114 | |||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive loss for the period | (29,335 | ) | 114 | (29,221 | ) | 3,589 | (25,632 | ) | ||||||||||||||||||||||||||||||||||||||||
| Issuance of new shares for equity financing | ||||||||||||||||||||||||||||||||||||||||||||||||
| Additional paid in capital | 2,450 | 2,450 | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation - employee share-based compensation | 21 | 1,004 | 1,025 | 1,025 | ||||||||||||||||||||||||||||||||||||||||||||
| Transfer to statutory reserves | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | 964 | 757,318 | (507,235 | ) | 58,989 | 128,986 | 135,343 | 61,266 | (612,155 | ) | (810 | ) | 22,666 | 4,733 | 27,399 | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
ANTELOPE ENTERPRISE HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these consolidated financial statements.
ANTELOPE ENTERPRISE HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2023
(UNAUDITED)
1. GENERAL INFORMATION
Antelope Enterprise Holdings Limited (“Antelope Enterprise” or the “Company”), formerly known as China Ceramics Co., Ltd (“CCCL”), is a British Virgin Islands company operating under the BVI Business Companies Act (2004) with its shares listed on the NASDAQ Stock Market (“symbol: AEHL”). Its predecessor company, China Holdings Acquisition Corp. (“CHAC”), was incorporated in Delaware on June 22, 2007, and was organized as a blank check company for the purpose of acquiring, through a stock exchange, an asset acquisition or other similar business combination, or controlling, through contractual arrangements, an operating business, that has its principal operations in Asia. The Company was organized to have no operations and no assets or liabilities of consequence outside of its investments in its operating subsidiaries. The head office of the Company is located at Room 1802, Block D, Zhonghai International Center, Hi-Tech Zone, Chengdu, Sichuan Province, the People’s Republic of China (“PRC”).
On September 18, 2023, the Company effected a one-for-ten reverse split of its issued and outstanding Class A ordinary shares. The consolidated financial statements as of June 30, 2023 and December 31, 2022, and for the six months ended June 30, 2023 and 2022 were retroactively restated to reflect this reverse split.
Antelope Enterprise and its subsidiaries’ corporate structure as of June 30, 2023 was as follows:
2. BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). They do not include all of the information required in annual financial statements in accordance with International Financial Reporting Standards (“IFRS”), and should be read in conjunction with the audited consolidated financial statements and related footnotes on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission. The accompanying unaudited condensed consolidated interim financial statements reflect all normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the results for the interim periods presented. Results for the six months ended June 30, 2023 are not necessarily indicative of the results expected for the full fiscal year or for any future period.
These interim financial statements are presented in RMB, unless otherwise stated. They were approved for issue by the Audit Committee of the Board of Directors and the Board of Directors on October 2, 2023.
These interim financial statements have been prepared in accordance with the same accounting policies adopted in the 2022 annual financial statements, except for the accounting policy changes that are expected to be reflected in the 2023 annual financial statements. Details of any changes in accounting policies are set out in note 3.
These interim financial statements contain condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2021 annual financial statements.
3. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
At the date of authorization of these financial statements, the IASB has issued a number of amendments, new standards and interpretations which are not yet effective for the six months ended June 30, 2023 and which have not been adopted in these financial statements. These include the following which may be relevant to the Group:
| Amendments to IFRS 10 and IAS 28 | Sale or Contribution of Assets between an Investor and its Associate or Joint Venture |
The management of the Company anticipate that the application of all the new and amendments to IFRSs will have no material impact on the consolidated financial statements in the foreseeable future.
4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of interim financial statements in conformity with IAS 34 requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates.
5. REVENUE AND OTHER INCOME
| a) | Revenue comprises the fair value of the consideration received or receivable for the sale of goods. | |
| An analysis of the Company’s revenue and other income is as follows: |
| For the six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| RMB’000 | RMB’000 | |||||||
| Revenues | ||||||||
| Continuing operations | ||||||||
| Business management and consulting | 3,302 | 5,952 | ||||||
| Livestreaming ecommerce | 305,948 | 112,294 | ||||||
| Discontinued operations | ||||||||
| Sale of tiles (Note 17) | 2,701 | 16,715 | ||||||
| Total revenues | 311,951 | 134,961 | ||||||
| Other income | ||||||||
| Continuing operations | ||||||||
| Interest income | 530 | 163 | ||||||
| Government grant | 307 | 632 | ||||||
| Tax subsidy | 887 | |||||||
| Loan forgiveness | 1,160 | |||||||
| Other income | 834 | |||||||
| Discontinued operations | ||||||||
| Other income (Note 17) | 5,716 | 8,717 | ||||||
| Total other income | 8,547 | 10,399 | ||||||
| b) | Segment reporting |
The Company identifies operating segments and prepares segment information based on the regular internal financial information reported to the Chief Executive Officer and executive directors, who are the Company’s chief operating decision makers for their decisions about the allocation of resources to the Company’s business components and for their review of the performance of those components.
All of the Company’s operations are considered by the chief operating decision makers to be aggregated into three reportable operating segments: 1) the provision of livestreaming ecommerce industry which was acquired as part of a strategic transformation towards trending technology businesses in China to mitigate the challenging conditions in the real estate market in China, and associated industries like the Company’s legacy ceramic tile business, (2) business management and consulting; and (3) the manufacture and sale of standard to high-end ceramic tiles, which was disposed by the Company in April 2023. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Company’s chief operating decision makers in deciding how to allocate resources and in assessing performance.
The business of the Company is engaged entirely in the PRC. The Chief Executive Officer and executive directors regularly review the Company’s business as one geographical segment.
The following table shows the Company’s operations by business segment for the six months ended June 30, 2023 and 2022.
| For the six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| RMB’000 | RMB’000 | |||||||
| Revenues | ||||||||
| Discontinued operations | ||||||||
| Sales of tile products | 2,701 | 16,716 | ||||||
| Continuing operations | ||||||||
| Consulting income / software | 3,302 | 5,952 | ||||||
| Livestreaming ecommerce | 305,948 | 112,293 | ||||||
| Total revenues | 311,951 | 134,961 | ||||||
| Cost of revenues | ||||||||
| Discontinued operations | ||||||||
| Sales of tile products | 7,557 | 19,026 | ||||||
| Continuing operations | ||||||||
| Consulting income / software | 8,151 | 7,123 | ||||||
| Livestreaming ecommerce | 253,904 | 109,216 | ||||||
| Total cost of revenues | 269,612 | 135,365 | ||||||
| Operating costs and expenses | ||||||||
| Discontinued operations | ||||||||
| Sales of tile products | 3,244 | 13,823 | ||||||
| Continuing operations | ||||||||
| Consulting income / software | 2,584 | 3,275 | ||||||
| Livestreaming ecommerce | 53,187 | 2,450 | ||||||
| Other | 32,139 | 2,570 | ||||||
| Total operating costs and expenses | 91,154 | 22,118 | ||||||
| Bad debt expense (reversal) | ||||||||
| Discontinued operations | ||||||||
| Sales of tile products | (1,000 | ) | 18,829 | |||||
| Continuing operations | ||||||||
| Consulting income / software | ||||||||
| Livestreaming ecommerce | (5,293 | ) | ||||||
| Total bad debt expense | (1,000 | ) | 13,536 | |||||
| Other expenses | ||||||||
| Discontinued operations | ||||||||
| Sales of tile products | ||||||||
| Continuing operations | ||||||||
| Consulting income / software | ||||||||
| Livestreaming ecommerce | 4 | |||||||
| Total other expenses | 4 | |||||||
| Other income | ||||||||
| Discontinued operations | ||||||||
| Sales of tile products | 5,716 | 8,716 | ||||||
| Continuing operations | ||||||||
| Consulting income / software | 74 | 36 | ||||||
| Livestreaming ecommerce | 1,070 | 1,489 | ||||||
| Other | 1,687 | 158 | ||||||
| Total other income | 8,547 | 10,399 | ||||||
| Loss from operations | ||||||||
| Sales of tile products | (1,384 | ) | (26,246 | ) | ||||
| Consulting income / software | (7,359 | ) | (4,410 | ) | ||||
| Livestreaming ecommerce | (73 | ) | 7,405 | |||||
| Other | (30,452 | ) | (2,412 | ) | ||||
| Loss from operations | (39,268 | ) | (25,663 | ) | ||||
| As of June 30, 2023 | As of December 31, 2022 | |||||||
| Segment assets | ||||||||
| Ceramic tile products | 74,675 | |||||||
| Consulting income/software | 57,284 | 15,924 | ||||||
| Livestreaming ecommerce | 14,236 | 15,004 | ||||||
| Others | 60,281 | 4,403 | ||||||
| Total assets | 131,801 | 110,006 | ||||||
6. LOSS BEFORE TAXATION
| For the six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| RMB’000 | RMB’000 | |||||||
| Finance costs | ||||||||
| Interest expense on lease liability | 293 | 753 | ||||||
| Cost of inventories recognized as an expense (including depreciation charge of right-of-use assets for leases) | 7,557 | 19,025 | ||||||
| Depreciation of fixed assets | 178 | 132 | ||||||
| Depreciation charge of right-of-use assets for leases (included in the administrative expenses) | 163 | |||||||
| Research and development costs | 294 | 806 | ||||||
| Staff costs (including key management personnel remuneration) | 6,244 | 5,962 | ||||||
For the six months ended June 30, 2023, the cost of inventories recognized as expense included staff costs of RMB 191,000 (for the six months ended June 30, 2022, this figure was RMB 1.6 million), depreciation and amortization expense (including a depreciation charge of right-of-use assets) of RMB 4.3 million (for the six months ended June 30, 2022, this figure was also RMB 6.4 million).
7. INCOME TAX
| For the six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| RMB’000 | RMB’000 | |||||||
| Continuing operations | ||||||||
| Current Tax: | ||||||||
| PRC Income Tax Expense | 2 | 83 | ||||||
| Deferred tax expense | ||||||||
| 2 | 83 | |||||||
Discontinued operations did not incur any income tax expense for the six months ended June 30, 2023 and 2022.
British Virgin Islands Profits Tax
The Company has not been subject to any taxation in this jurisdiction for the six months ended June 30, 2023 and 2022.
Hong Kong Profits Tax
The subsidiaries in Hong Kong are subject to tax charged on Hong Kong sourced income, the corporate tax rate in Hong Kong is a two-tier one starting with the year of assessment 2018/2019 (from April 1 2018): the tax is 8.25% (7.5% for unincorporated companies) on the first 2 million HKD of taxable profits and 16.5% (15% for unincorporated companies) for the rest of the profits. No Hong Kong profits tax has been provided as the Company has no assessable profit arising in Hong Kong for the six months ended June 30, 2023 and 2022.
PRC Income Tax
Most subsidiaries of the Company in the PRC are subject to the enterprise income tax in accordance with “PRC Enterprise Income Tax Law” (“EIT Law”), and the applicable income tax rate for the six months ended June 30, 2023 and 2022 is 25%. Both Antelope Holdings (Chengdu) Co., Ltd (“Antelope Chengdu”) and Chengdu Future Talented Management and Consulting Co, Ltd (“Chengdu Future”) are subject to 2.5% preferential income tax rate for the six months ended June 30, 2023 and 2022.
| For the six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| RMB’000 | RMB’000 | |||||||
| Loss attributable to holders of ordinary shares (RMB’000): | ||||||||
| Net loss from continuing operations | (37,848 | ) | (3,090 | ) | ||||
| Net income (loss) from discontinued operations | 72,461 | (26,245 | ) | |||||
| Weighted average number of ordinary shares outstanding used in computing basic earnings per share * | 1,614,471 | 601,314 | ||||||
| Weighted average number of ordinary shares outstanding used in computing diluted earnings per share * | 1,984,646 | 601,314 | ||||||
| Income (loss) per share – basic (RMB) | ||||||||
| From continuing operations | (23.44 | ) | (5.14 | ) | ||||
| From discontinued operations | 44.88 | (43.65 | ) | |||||
| Income (loss) per share - diluted (RMB) ** | ||||||||
| From continuing operations | (23.44 | ) | (5.14 | ) | ||||
| From discontinued operations | 36.51 | (43.65 | ) | |||||
| * | The number of shares reflected the one-for-ten reverse split effective on September 18, 2023. |
| ** | Warrants to purchase Class A ordinary shares are not included in the diluted loss per share calculations when their effect is antidilutive. For the six months ended June 30, 2023 and 2022, shares and shares, respectively, on a weighted average basis of potential Class A ordinary shares related to outstanding Class A ordinary shares warrants were excluded from the calculation of diluted net loss per share as such shares are antidilutive when there is a loss. |
9. LOAN RECEIVABLE
From March 31, 2023 to June 27, 2023, Anhui Zhongjun Enterprise Management Co., Ltd (“Anhui Zhongjun”) borrowed a total of RMB 32,470,000 from Antelope Enterprise Holdings (Chengdu) Co., Ltd. This loan will be repaid in installments over a period of three years from the date of disbursement. The Company will charge an interest at each year end based on the bank’s commercial loan interest rate.
10. NOTE RECEIVABLE
On April 28, 2023, the Company completed the sale of Stand Best Creation Limited and its subsidiaries, Hengda and Hengdali, to New Stonehenge Limited for a total of RMB 58,744,000 (equivalent to USD $8,500,000). New Stonehenge Limited has agreed to make the payment in four equal installments on a date that falls 48 months after the effective date of the transaction, with an annual interest rate of 5%. For the six months ended June 30, 2023, the Company record interest income of RMB 491,000.
11. TRADE PAYABLES
| As of | ||||||||
| June 30, 2023 | December 31, 2022 | |||||||
| RMB’000 | RMB’000 | |||||||
| Trade payables | 2,594 | 3,079 | ||||||
Trade payables are denominated in Renminbi, non-interest bearing and generally settled within 120-day terms. All of the trade payables are expected to be settled within one year. The carrying value of trade payables is considered to be a reasonable approximation of fair value.
12. ACCRUED LIABILITIES AND OTHER PAYABLES
| As of | ||||||||
| June 30, 2023 | December 31, 2022 | |||||||
| RMB’000 | RMB’000 | |||||||
| Accrued salary | 458 | 402 | ||||||
| Others | 398 | 397 | ||||||
| 856 | 799 | |||||||
As of December 31, 2022, total accrued liabilities and other payables of discontinued operations was RMB 19,197,000 (Note 17).
Accrued liabilities consist mainly of accrued rental, wages and utility expenses.
The carrying value of accrued liabilities and other payables is considered to be a reasonable approximation of fair value.
13. NOTE PAYABLE
Unsecured Promissory Note in December 2022
On December 12, 2022, the Company entered into a Note Purchase Agreement with an investor, pursuant to which the Company issued to the Purchaser an unsecured Promissory Note of $1,332,500, for $1,250,000 in gross proceeds. The Note included an original issue discount (“OID”) of $62,500 along with $20,000 for investor’s fees, costs and other transaction expenses in connection with the issuance of the note. The OID was recognized as a debt discount is amortized over the life of the note. The Note bears interest at 8% per annum compounding daily, and has a term of 18 months. All outstanding principal and accrued interest on the Note will become due and payable eighteen (18) months after the purchase price of the Note is delivered by Purchaser to the Company (the “Purchase Price Date”). The Company may prepay all or a portion of the Note at any time by paying 120% of the outstanding balance elected for pre-payment. The Investor has the right to redeem the Note at any time six (6) months after the Purchase Price Date (the “Redemption Start Date”), subject to maximum monthly redemption amount of $200,000. The Company should pay the applicable redemption amount in cash to the Investor within three (3) Trading Days following the investor’s delivery of a redemption notice. At the end of each month following the Redemption Start Date, if the Company has not reduced the Outstanding Balance by at least $200,000, then by the fifth (5th) day of the following month, the Company must pay in cash to the Investor the difference between $200,000 and the amount actually redeemed in such month or the Outstanding Balance will automatically increase by one percent (1%) as of such fifth (5th) day. Under the Note Purchase Agreement, while the Note is outstanding, the Company agreed to keep adequate public information available and maintain its Nasdaq listing. Upon the occurrence of a Trigger Event (as defined in the Note), the Investor shall have the right to increase the balance of the Note by fifteen percent (15%) for Major Trigger Event (as defined in the Note) and five percent (5%) for Minor Trigger Event (as defined in the Note). In addition, the Note provides that upon occurrence of an Event of Default, the interest rate shall accrue on the outstanding balance at the rate equal to the lesser of twenty-two percent (22%) per annum or the maximum rate permitted under applicable law.
During the six months ended June 30, 2023 and 2022, the Company amortized OID of RMB 144,337 (US: $20,833) and recorded RMB 362,877 (US: $52,376) interest expense on this Note and the Company and Lender exchanged these Partitioned Notes of RMB 108,770 (US: $15,000) for the delivery of Class A ordinary shares. The Company recorded RMB 34,330 (US: $4,955) loss on conversion of these notes in 2022. As of June 30, 2023 and December 31, 2022, the outstanding principal balance of this note was RMB 9,267,694 (US: $1,278,073, net of unamortized OID of $39,427) and RMB 8,775,000 (US: $1,272,240, net of unamortized OID of $60,260).
14. SHARE CAPITAL
On September 18, 2023, the Company effected a one-for-ten reverse split of its issued and outstanding Class A ordinary shares. The consolidated financial statements as of June 30, 2023 and December 31, 2022, and for the six months ended June 30, 2023 and 2022 were retroactively restated to reflect this reverse split, unless otherwise specified.
| As of | ||||||||||||||||
| June 30, 2023 | December 31, 2022 | |||||||||||||||
| Number | US$ | Number | US$ | |||||||||||||
| of shares | ‘000 | of shares | ‘000 | |||||||||||||
| Authorized: | ||||||||||||||||
| Ordinary shares of US$ each | 200,000,000 | 4,800 | 200,000,000 | 4,800 | ||||||||||||
| June 30, 2023 | ||||||||
| Number | RMB | |||||||
| of shares | ‘000 | |||||||
| Outstanding and fully paid: | ||||||||
| Ordinary shares of US$ each | ||||||||
| At January 1, 2023 | 805,785 | 1,288 | ||||||
| Issuance of new shares for equity financing | 854,139 | 1,486 | ||||||
| Conversion of Long-term notes into common shares | 2,275 | 4 | ||||||
| Issuance of new shares – share-based compensation to CEO and CFO | 53,262 | 93 | ||||||
| Issuance of new shares – share-based compensation to Directors | 168,000 | 292 | ||||||
| Issuance of new shares – share-based compensation to Employee | 211,721 | 369 | ||||||
| At June 30, 2023 * | 2,095,182 | 3,532 | ||||||
| * | The number of shares reflected the one-for-ten reverse split effective on September 18, 2023. |
On February 12, 2021, the Company entered into a Securities Purchase Agreement with certain institutional investors for the sale of common shares (pre-reverse split), at a purchase price of $ per share. Concurrently with the sale of the Common Shares, pursuant to the Purchase Agreement the Company also sold warrants to purchase common shares (pre-reverse split). The Company sold the Common Shares and Warrants for aggregate gross proceeds of approximately US$2.1 million, before commissions and expenses. The Warrants will be immediately exercisable at an exercise price equal to $ per share, and will terminate on the anniversary of the initial exercise date of the Warrants. The net proceeds from the transactions will be approximately US$1.86 million, after deducting certain fees due to the placement agent and the Company’s estimated transaction expenses, and will be used for working capital and general corporate purposes.
In addition, the Placement Agent of this offering also received warrants (the “Compensation Warrants”) to purchase up to a number of common shares equal to % of the aggregate number of shares sold in the Offering, including the warrant shares issuable upon exercise of the Warrants, which such Compensation Warrants have substantially the same terms as the Warrants sold in the Offering, except that such Compensation Warrants have an exercise price of $ per share and will be exercisable six months from the effective date of this offering and will terminate on the five year anniversary of the effective date of this offering.
| Grant date (investors and placement agent, respectively) | ||||
| Share price at date of grant (investors and placement agent, respectively) | US$ | |||
| Exercise price at date of grant (investors and placement agent, respectively) | US$ | & | ||
| Volatility | % | |||
| Warrant life | 5 years | |||
| Dividend yield | 0 | % | ||
| Risk-free interest rate | 0.57 | % | ||
| Average fair value at grant date | US$ | 3.54 | ||
On June 10, 2021, the Company commenced a registered direct offering of securities, and executed a Securities Purchase Agreement (“SPA”) with three institutional accredited investors pursuant to which it sold of the Company’s common shares (pre-reverse split) at the per share price of $ (which was priced in excess of the average of the five-day closing price for the Company’s common shares preceding execution of the SPA, which was $). In a concurrent private placement, the Company sold to such investors warrants to purchase 913,875 common shares (the “Investor Warrants”). The Investor Warrants have an exercise price per share of $, subject to adjustment, and have a term of . The transactions yielded gross proceeds to the Company of $3,180,285, before the payment of commissions and expenses.
In addition, the Company issued warrants (the “Placement Agent Warrants”) to the Placement Agent to purchase a number of common shares equal to % of the aggregate number of shares sold to the investors in this offering, as well as the warrant shares issuable upon exercise of the Warrants issued in the concurrent private placement, as additional placement agency compensation. The Placement Agent Warrants have substantially the same terms as the Investor Warrants, except that the Placement Agent Warrants will have an exercise price of $.
| Grant date (investors and placement agent, respectively) | ||||
| Share price at date of grant (investors and placement agent, respectively) | US$ | |||
| Exercise price at date of grant (investors and placement agent, respectively) | US$ | & | ||
| Volatility | % | |||
| Warrant life | 5 years | |||
| Dividend yield | 0 | % | ||
| Risk-free interest rate | 0.80 | % | ||
| Average fair value at grant date | US$ | 2.50 | ||
On September 30, 2022, the Company commenced a registered direct offering of securities, and executed a Securities Purchase Agreement (the “SPA”) with two institutional accredited investors pursuant to which it sold of the Company’s common shares (pre-reverse split) at the per share price of $. In a concurrent private placement, the Company sold to such investors warrants to purchase 1,666,667 common shares (pre-reverse split) (the “Investor Warrants”). The Investor Warrants have an exercise price per share of $, subject to adjustment, and have a term of five years. The transactions yielded gross proceeds to the Company of $1,000,000, before the payment of commissions and expenses. The offering was closed on October 4, 2022.
In addition, the Company issued warrants (the “Placement Agent Warrants”) to the Placement Agent to purchase a number of common shares equal to % of the aggregate number of shares sold to the investors in this offering, as well as the warrant shares issuable upon exercise of the Warrants issued in the concurrent private placement, as additional placement agency compensation. The Placement Agent Warrants have substantially the same terms as the Investor Warrants, except that the Placement Agent Warrants will have an exercise price of $.
| Grant date (investors and placement agent, respectively) | ||||
| Share price at date of grant (investors and placement agent, respectively) | US$ | |||
| Exercise price at date of grant (investors and placement agent, respectively) | US$ | & | ||
| Volatility | % | |||
| Warrant life | 5 years | |||
| Dividend yield | 0 | % | ||
| Risk-free interest rate | 3.96 | % | ||
| Average fair value at grant date | US$ | 0.43 | ||
On January 10, 2023, the Company entered into a certain securities purchase agreement (the “SPA”) with Mr. Weilai (Will) Zhang, the Chief Executive Officer of the Company, Mr. Ishak Han, a director of the Company, and another sophisticated purchaser (collectively, the “Purchasers”), pursuant to which the Company agreed to sell ordinary shares (pre-reverse split), par value $ per share (the “Ordinary Shares”), at a per share purchase price of $ (the “Offering”). This Offering was unanimously approved by the disinterested directors and the board of directors of the Company. The gross proceeds to the Company from this Offering are $ million, before deducting any fees or expenses. The Company plans to use the net proceeds from this Offering for the expansion of its social ecommerce business and for general corporate purposes. The Offering closed on January 12, 2023.
On January 13, 2023, the Company entered into a certain securities purchase agreement (the “SPA”) with a certain purchaser (collectively, the “Purchasers”), pursuant to which the Company agreed to sell Class A ordinary shares (pre-reverse split), par value $ per share (the “Ordinary Shares”), at a per share purchase price of $ (the “Offering”), the closing price of the Ordinary Shares on the Nasdaq Capital Market as of January 10, 2023. The gross proceeds to the Company from this Offering are approximately $ million, before deducting any fees or expenses. The Company plans to use the net proceeds from this Offering for the expansion of its social ecommerce business and for general corporate purposes.
On March 30, 2023, the Company entered into a certain securities purchase agreement (the “SPA”) with five sophisticated investors (collectively, the “Purchasers”), pursuant to which the Company agreed to sell Class A ordinary shares (pre-reverse split), no par value (the “Ordinary Shares”), at a per share purchase price of $ (the “Offering”). Upon closing of this offering, these two beneficial owners of the Purchasers will have approximately % of the total voting power of the Company, and the Company’s CEO and Chairman, Weilai (Will) Zhang, will have about 52.13% of the total voting power of the Company. The gross proceeds to the Company from this Offering are approximately $ million, before deducting any fees or expenses. The Company has issued the Class A ordinary shares on April 12, 2023 and the Offering was closed on the same day as all closing conditions were satisfied. The Company plans to use the net proceeds from this Offering for general corporate purposes.
Following is a summary of the warrant activity for the six months ended June 30, 2023:
| Weighted | ||||||||||||
| Average | ||||||||||||
| Remaining | ||||||||||||
| Average | Contractual | |||||||||||
| Number of | Exercise | Term in | ||||||||||
| Warrants | Price | Years | ||||||||||
| Outstanding at December 31, 2022 | 370,175 | $ | 4.02 | |||||||||
| Exercisable at December 31, 2022 | 370,175 | 4.02 | ||||||||||
| Issued | — | — | — | |||||||||
| Exercised | — | — | — | |||||||||
| Expired | — | — | — | |||||||||
| Outstanding at June 30, 2023 * | 370,175 | 21.7 | 3.52 | |||||||||
| Exercisable at June 30, 2023 * | 370,175 | $ | 3.52 | |||||||||
| * | The number of shares reflected the one-for-ten reverse split effective on September 18, 2023 |
Share-based Compensation
From January 1 to June 30, 2023, the Company issued an aggregate of 45,365 shares (pre-reverse split) to its Chief Financial Officer as share compensation expense. The fair value of 45,365 shares was RMB .
From January 1 to June 30, 2023, the Company issued an aggregate of 487,251 shares (pre-reverse split) to its former and current Chief Executive Officer as a share compensation expense. The fair value of 487,251 shares was RMB .
From January 1 to June 30, 2023, the Company issued an aggregate of 1,680,000 shares (pre-reverse split) to its directors as a share compensation expense. The fair value of 1,680,000 shares was RMB .
From January 1 to June 30, 2023, the Company issued an aggregate of 2,117,211 shares (pre-reverse split) to its employees as a share compensation expense. The fair value of 2,117,211 shares was RMB .
15. RELATED PARTY TRANSACTIONS
Apart from those discussed elsewhere in these condensed consolidated financial statements, the following are significant related party transactions entered into between the Company and its related parties at agreed rates:
| As of | ||||||||
| June 30, 2023 | December 31, 2022 | |||||||
| RMB’000 | RMB’000 | |||||||
| Amounts owed to related parties | 131 | 1,291 | ||||||
As of June 30, 2023 and December 31, 2022, the Company had a loan of RMB Nil and US$ 167,000 (equivalent to RMB 1,160,000), respectively, payable to Sound Treasure Limited, an affiliate of Mr. Huang Jia Dong and a shareholder of the Company. This loan is interest free, unsecured and repayable on demand. The loan was forgiven during the six months ended June 30, 2023.
As of June 30, 2023, and December 31, 2022, the Company had a loan of US $20,000 (equivalent to RMB 131,000) and of US $20,000 (equivalent to RMB 131,000), respectively, payable to Mr. Alex Ng, who is the executive director of the Company. This loan is interest free, unsecured and repayable on demand.
| As of | ||||||||
| June 30, 2023 | December 31, 2022 | |||||||
| RMB’000 | RMB’000 | |||||||
| Amounts owed from related parties | 242 | |||||||
As of June 30, 2023, the Company had due from CEO of RMB 242,000, the CEO repaid it in full in August 2023.
16. COMMITMENTS
(a) Capital commitments
The Company’s capital expenditures consist of expenditures on property, plant and equipment and capital contributions. Capital expenditures contracted for at the balance sheet date but not recognized in the financial statements are as follows:
| As of | ||||||||
| June 30, 2023 | December 31, 2022 | |||||||
| RMB’000 | RMB’000 | |||||||
| Contracted for capital commitment with respect to capital contributions to its wholly foreign owned subsidiary in the PRC: | ||||||||
| Chengdu Future | 26,074 | 30,000 | ||||||
| Antelope Chengdu | 41,500 | 47,365 | ||||||
| Hainan Antelope Holding | 63,726 | 63,726 | ||||||
| Antelope Future (Yangpu) | 62,426 | 63,726 | ||||||
| Antelope Investment (Hainan) | 50,000 | 50,000 | ||||||
| Antelope Ruicheng Investment | 48,710 | 47,245 | ||||||
| Hangzhou Kylin Cloud Service Technology | 2,220 | 4,500 | ||||||
| Wenzhou Kylin Cloud Service Technology | 5,000 | |||||||
| Anhui Kylin Cloud Service Technology | 3,900 | 4,900 | ||||||
17. ASSETS AND LIABILITIES OF DISPOSAL GROUP
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, on April 28, 2023, the Company divested of its ceramic tiles manufacturing business, which was conducted through the Company’s two subsidiaries, Jinjiang Hengda Ceramics Co., Ltd. and Jiangxi Hengdali Ceramic Materials Co., Ltd.
Jiangxi Hengdali Ceramics is wholly owned by Jinjiang Hengda Ceramics, which is a wholly owned subsidiary of Stand Best Creation Limited, a Hong Kong company (the “Target”). The Target is Stand Best Creation Limited, a wholly owned subsidiary of Success Winner Limited which is 100% owned by the Company (“the Disposition Group”).
On December 30, 2022, the Seller, the Target and New Stonehenge Limited, a British Virgin Islands exempt company which is not affiliate of the Company or any of its directors or officers, (the “Buyer”), entered into certain share purchase agreement (the “Disposition SPA”). Pursuant to the Disposition SPA, the Buyer agreed to purchase the Target, and in exchange the Buyer will issue a 5% unsecured promissory note to the Seller with principal amount of $8.5 million with a maturity date on the fourth anniversary of its issuance (the “Note”). Upon the closing of the transaction (the “Disposition”) contemplated by the Disposition SPA, the Buyer will become the sole shareholder of the Target and as a result, assume all assets and liabilities of the Target and subsidiaries owned or controlled by the Target.
The Company held an extraordinary meeting of shareholders on February 21, 2023, at 8:30 AM ET, at Junbing Industrial Area, Anhai, Jinjiang, Fujian, China. There were ordinary shares voted, representing approximately 56.58% of the total outstanding ordinary shares and therefore constituting a quorum of more than fifty percent (50%) of the shares outstanding and entitled to vote at the meeting as of the record date of January 5, 2023. The final voting results submitted to a vote of shareholders at the meeting were that the following constitutes the number of votes voted with respect to the proposal of the approval of the proposed sale of the Company’s subsidiaries (the “Disposition Transaction”), Stand Best Creation Limited, Jinjiang Hengda Ceramics Co., Ltd., and Jiangxi Hengdali Ceramic Materials Co., Ltd. to New Stonehenge Limited, a business company incorporated in the British Virgin Islands with limited liability, in exchange for an unsecured promissory note with a principal amount of US$8.5 million, which will be mature in four years after its issuance. Accordingly, the Disposition Transaction has been approved. The disposal of the subsidiaries for the ceramic tile manufacturing business were completed on April 28, 2023.
The following table summarizes the carrying value of the assets and liabilities of disposal group at the closing date of disposal. The Company recorded RMB 73.8 million gain on disposal of the subsidiaries, which was the difference between the selling price of US$8.5 million and the carrying value of the net assets of the disposal group.
| As of April 28, 2023 | ||||
| RMB’000 | ||||
| Right-of-use assets, net | 26,670 | |||
| Inventories, net | 25,798 | |||
| Trade receivables, net | 2,875 | |||
| Other receivables and prepayments | 2,890 | |||
| Cash and bank balances | 256 | |||
| Accrued liabilities and other payables | (19,143 | ) | ||
| Amounts owed to related parties | (35,057 | ) | ||
| Lease liabilities | (19,315 | ) | ||
| Taxes payable | (77 | ) | ||
The financial performance and cash flow information of disposed group are for the six months ended June 30, 2023 and 2022:
| Six Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| RMB’000 | RMB’000 | |||||||
| Financial performance | ||||||||
| Net sales | 2,701 | 16,715 | ||||||
| Cost of goods sold | 7,557 | 19,025 | ||||||
| Gross loss | (4,856 | ) | (2,310 | ) | ||||
| Other income | 5,716 | 8,717 | ||||||
| Selling and distribution expenses | (1,517 | ) | (2,976 | ) | ||||
| Administrative expenses | (1,434 | ) | (10,108 | ) | ||||
| Bad debt Reversal (expense) | 1,000 | (18,829 | ) | |||||
| Finance costs | (293 | ) | (739 | ) | ||||
| Loss before taxation | (1,384 | ) | (26,245 | ) | ||||
| Gain on disposal of discontinued operations | 73,846 | |||||||
| Income tax expense | ||||||||
| Net loss for the year from discontinued operations | 72,461 | (26,245 | ) | |||||
| Cash flow information | ||||||||
| Net cash generated from operating activities from discontinued operations | 14,118 | 8,406 | ||||||
| Net cash used in investing activities from discontinued operations | ||||||||
| Net cash used in financing activities from discontinued operations | (14,303 | ) | (14,303 | ) | ||||
| Net (decrease) increase in cash and cash equivalents from discontinued operations | (185 | ) | (5,897 | ) | ||||
18. SUBSEQUENT EVENTS
The Company has evaluated all events that have occurred subsequent to June 30, 2023 through the date that the consolidated financial statements were issued. Management has concluded that the following subsequent events required disclosure in the financial statements:
On July 26, 2023, Antelope Enterprise Holdings Limited, entered into a note purchase agreement with Atlas Sciences, LLC, a Utah limited liability company (the “Investor”), pursuant to which the Company agreed to the Investor an unsecured promissory note in the original principal amount of $1,070,000 (the “Note”), for $1,000,000 in gross proceeds (the “Purchase Price”).
The Note bears interest at a rate of eight percent (8%) per annum compounding daily. All outstanding principal and accrued interest on the Note will become due and payable eighteen (18) months after the purchase price of the Note is delivered by Purchaser to the Company (the “Purchase Price Date”). The Note includes an original issue discount of $50,000 along with $20,000 for Investor’s fees, costs and other transaction expenses incurred in connection with the purchase and sale of the Note. The Company may prepay all or a portion of the Note at any time by paying 120% of the outstanding balance elected for pre-payment. The Investor has the right to redeem the Note at any time six (6) months after the Purchase Price Date (the “Redemption Start Date”), subject to maximum monthly redemption amount of $160,000. The Company should pay the applicable redemption amount in cash to the Investor within three (3) Trading Days (as defined in the Note) following the investor’s delivery of a redemption notice. At the end of each month following the Redemption Start Date, if the Company has not reduced the Outstanding Balance (as defined in the Note) by at least $160,000, then by the fifth (5th) day of the following month, the Company must pay in cash to the Investor the difference between $160,000 and the amount actually redeemed in such month or the Outstanding Balance will automatically increase by one percent (1%) as of such fifth (5th) day.
Under the Purchase Agreement, while the Note is outstanding, the Company agreed to keep adequate public information available and maintain its Nasdaq listing. Upon the occurrence of a Trigger Event (as defined in the Note), the Investor shall have the right to increase the balance of the Note by fifteen percent (15%) for Major Trigger Event (as defined in the Note) and five percent (5%) for Minor Trigger Event (as defined in the Note). In addition, the Note provides that upon occurrence of an Event of Default, the interest rate shall accrue on the outstanding balance at the rate equal to the lesser of twenty-two percent (22%) per annum or the maximum rate permitted under applicable law.
On September 1, 2023, the Company and the Investor entered into a standstill agreement with regard to the certain promissory note issued to the Investor dated December 12, 2022. Pursuant to the standstill agreement the Investor agreed not to redeem any portion of such promissory note until November 30, 2023. The Company, in return, agreed to increase the Outstanding Balance (as defined in such note) of such note by $96,091.77 (the “Standstill Fee”) as of the date thereof. Following the application of the Standstill Fee, the Outstanding Balance of such note became $1,163,778.15 as of September 1, 2023.
On August 2, 2023, Antelope Enterprise Holdings Limited entered into a certain securities purchase agreement with a certain investor, pursuant to which the Company agreed to sell Class A ordinary shares (pre-reverse split), at a per share purchase price of $ (the “Offering”). The gross proceeds to the Company from this Offering are approximately $ million, before deducting any fees or expenses. The Company plans to use the net proceeds from this Offering for general corporate purposes.
On August 15, 2023, Hainan Kylin incorporated a 100% owned subsidiary Hubei Kylin Cloud Services Technology Co., Ltd (“Hubei Kylin”) in China. Anhui Kylin is engaged in business management and consulting services for the livestreaming ecommerce industry.
On August 18, 2023, Hainan Kylin incorporated a 100% owned subsidiary Jiangxi Kylin Cloud Services Technology Co., Ltd (“Jiangxi Kylin”) in China. Anhui Kylin is engaged in business management and consulting services for the livestreaming ecommerce industry.