Antelope Enterprise Holdings to divest ceramic tile business

Antelope Enterprise Holdings entered into a share purchase agreement to divest of its ceramic tile manufacturing business. On December 30, 2022, the company and New Stonehenge, a British Virgin Islands exempt company which is not an affiliate of the company or any of its directors or officers, entered into a Disposition SPA pursuant to which the buyer agreed to purchase the company’s ceramic tile business, and in exchange the buyer will issue a 5% unsecured promissory note to the company with the principal amount of $8.5M and a maturity date that is the fourth anniversary of its issuance. The 5% interest and the principal amount on the Note is to be paid in four annual installments according to the schedule as set forth in the Note. Upon the closing of the transaction, the buyer will become the sole shareholder of the company’s ceramic tile business and, as a result, assume all of its assets and liabilities and those of its subsidiaries. The closing of the Disposition SPA is subject to the satisfaction or waiver of certain closing conditions including the receipt of a fairness opinion from an independent firm, approval of a majority of the company’s shareholders, and all consents required to be obtained from or made with any governmental authorities.