July 12, 2024

Weilai (Will) Zhang
Chief Executive Officer
Antelope Enterprise Holdings Limited
Room 1802, Block D, Zhonghai International Center
Hi-Tech Zone, Chengdu
Sichuan Province, PRC

       Re: Antelope Enterprise Holdings Limited
           Amendment No 1 to Registration Statement on Form F-1
           Filed June 28, 2024
           File No. 333-279733
Dear Weilai (Will) Zhang:

     We have reviewed your amended registration statement and have the
following
comments.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note otherwise,
any references to prior comments are to comments in our June 10, 2024 letter.

Amendment No. 1 to Registration Statement on Form F-1
Enforcement of Civil Liabilities, page 111

1.     We note the revisions made in response to prior comment 4. Please
confirm, if true, that
       Weilai Zhang, Houyou Zhang and Huashu Yuan are U.S. residents and make
any
       necessary revisions to this disclosure.
General

2.     We note the revisions made in response to prior comment 5. We note the
following:

                Cover page disclosure indicates that each of the three
subscription agreements
              provides for the sale of up to 10,000,000 Class A ordinary
shares. It also indicates the
              subscription agreements will be terminated automatically on the
earliest of (i) April 1,
 July 12, 2024
Page 2

           2027 or (ii) the date on which the investor shall have made payment
for all
           30,000,000 Class A Ordinary Shares. As each investor appears to be
subscribing for
           only up to 10,000,000 shares, it appears the description of the
termination provision
           may contain an error as it references 30,000,000 shares. Please
revise or advise.

             Disclosures on the cover page and page 108 of the calculation of
the price per share
           under the equity line agreements appears to differ from the
disclosures on pages 12
           and 64. Please reconcile the discrepancies between these disclosure
or advise. If
           disclosures continue to reference defined terms, such as Commitment
Period, ensure
           you provide the definitions of these terms. Additionally, ensure you
provide examples
           of how any formulas work and include all inputs used in these
examples.

             The example you provide on page 12 appears to contain an error. In
this regard,
           disclosure on this page indicates the subscription price is equal to
the lesser of the (i)
           the average closing price of the Class A Ordinary Shares during the
Commitment
           Period, or (ii) $1.12. It is unclear how the subscription price
would be $2.00 per share
           as the formula appears to capped at $1.12 per share. Please revise
or advise.

       Additionally, please ensure your disclosure accurately summarizes the
equity line
       agreement. Lastly confirm, if true, that each of the equity line
agreements operates
       independently of one another.
3.     We note your response to prior comment 7 that there is no relationship
between the each
       of the four different equity line investors. Footnotes 4 and 6 to the
selling shareholder
       table on page 108 appear to indicate that the same individual, Min Xu,
controls two of the
       entities. Please advise.
       Please contact Uwem Bassey at 202-551-3433 or Mitchell Austin at
202-551-3574 with
any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Technology
cc:   Joan Wu