VIA
EDGAR
Antelope
Enterprise Holdings Limited
Room
1802, Block D, Zhonghai International Center
Hi-Tech
Zone, Chengdu, Sichuan Province, PRC
February
6, 2026
United
States Securities and Exchange Commission
Division
of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Mitchell Austin
| RE: |
Antelope
Enterprise Holdings Limited |
| |
Request
for Withdrawal of Registration Statement on Form F-3 |
| |
File
No. 333-288867 |
Dear
Mr. Austin:
On
July 22, 2025, Antelope Enterprise Holdings Limited (the “Company”) filed a Registration Statement on Form F-3 (File No.
333-288867) (together with the exhibits thereto, the “Registration Statement”) with the U.S. Securities and Exchange Commission
(the “Commission”).
Pursuant
to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the Commission
consent to the withdrawal of the Registration Statement effective as of the date hereof. The Company is seeking withdrawal of the Registration
Statement due to changed circumstances since the filing thereof. The Registration Statement has not been declared effective by the Commission
and no securities have been issued or sold under the Registration Statement. Based on the foregoing, the Company submits that the withdrawal
of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a).
The
Company acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement.
However, in accordance with Rule 457(p) under the Securities Act, the Company requests that all fees paid to the Commission in connection
with the filing of the Registration Statement be credited for future use.
Please
direct any questions or comments regarding this correspondence to our counsel, Pang Zhang-Whitaker of Carter Ledyard & Milburn LLP,
at (212) 238-8844.
| |
Very truly yours, |
| |
|
|
| |
Antelope Enterprise Holdings Limited |
| |
|
|
| |
By: |
/s/
Tingting Zhang |
| |
Name: |
Tingting
Zhang |
| |
Title: |
Chief
Executive Officer |
cc:
Pang
Zhang-Whitaker, Esq.
Guy Ben-Ami, Esq.
Carter Ledyard & Milburn LLP
