6-K
Graphex Group Ltd (GRFXF)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2022
CommissionFile Number 001-41471
GraphexGroup Limited
(Translation of registrant’s name into English)
11/FCOFCO Tower 262 Gloucester Road Causeway Bay
HongKong
Tel:+ 852 2559 9438
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
GraphexGroup Limited
Form 6-K
TABLE OF CONTENTS
| Item | Page |
|---|---|
| Other Information | 1 |
| Signatures | 2 |
| Exhibit Index | 3 |
OtherInformation:
Graphex Group Limited (the “Company” or “we”) is an issuer with its ordinary shares listed on The Stock Exchange of Hong Kong Limited (“HKSE”). Under the Rules Governing the Listing of Securities on the HKSE (“ListingRules”), on November 8, 2022, we published an announcement (the “Announcement”) regarding a supplement to the limited liability company agreement (the “JV Agreement”) of Graphex Michigan I, LLC (the “JV”), the joint venture between Graphex Technologies, LLC, a subsidiary of the Company, and Emerald Energy Solutions LLC (“EES”). The JV Agreement provides, among other matters, for call and put options for the purchase 50% of the interests in the JV currently held by EES for the issuance and delivery by the Company of 35 million ordinary shares of the Company. Upon the closing of either option, the ownership of the JV would change to 66-2/3% by Graphex Technologies, LLC and 33-1/3% by EES.
The supplement to the JV Agreement provides a termination date for the call and put options under the JV Agreement that is two years after the date that the Company has obtained shareholder approval for the issuance of 35 million ordinary shares of the Company.
The Announcement is furnished as exhibit 99.1 to this report. The supplement to the JV Agreement is furnished as exhibit 99.2 to this report. Each exhibit is incorporated herein by reference. The furnishing of the Announcement and the copy of the supplement to the JV Agreement in this Report should not be interpreted that the Company deems the supplement to the JV limited liability company agreement as material.
The information in this Form 6-K (including the exhibits) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GRAPHEX<br> GROUP LIMTED | |
|---|---|
| By: | /s/ Andross Chan |
| Andross<br> Chan | |
| Chief<br> Executive Officer |
Date: November 8, 2022
| 2 |
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EXHIBITINDEX
| 3 |
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Exhibit99.1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
This announcement appears for information purposes only and does not constitute any invitation to subscribe for any securities in Hong Kong, the United States or elsewhere, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or invitation to subscribe for securities, and is provided for information only. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession the information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdictions. Securities referred to in this announcement have not been issued, registered in accordance with any securities laws and regulations or allowed to be offered to public or to circulate in Hong Kong, the United States, or elsewhere. No representation is made that any such securities will be issued or so registered or allowed to be offered to the public or circulated in Hong Kong, the United States or elsewhere. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or an exemption from registration under the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about the issuer and its management, as well as financial statements.
GRAPHEX GROUP LIMITED
烯 石 電 動 汽 車 新 材 料 控 股 有 限 公 司
(Incorporatedin the Cayman Islands with limited liability)
(Stockcode: 6128)
SUPPLEMENTALAGREEMENT
IN RELATION TO
I. FORMATION OF JOINT VENTURE;
AND
II. OPTION IN RELATION TO ACQUISITION OF
JVMEMBERSHIP INTEREST INVOLVING CONSIDERATION
ISSUE UNDER SPECIFIC MANDATE
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Reference is made to the Company’s announcements dated 7 February 2022, 30 May 2022, 21 June 2022, 15 July 2022, 12 August 2022, 9 September 2022, 30 September 2022 and 31 October 2022 (the “Announcement(s)”) in relation to the JV Formation. Terms used herein shall have the same meanings as defined in the Announcements unless otherwise indicated.
The Board is pleased to announced that, on 7 November 2022 (after trading hours), Graphex Tech and EES entered into a supplemental agreement to fix an expiry date for the Call Option and the Put Option (the “Supplemental Agreement”).
After entering into of the Supplement Agreement, the Call Option and the Put Option are exercisable at any time after the Option Effective Date and commencement of building Anode Material Processing Facility in the Michigan, including without limitation construction proceeding on such building, full financing committed for completion of such building and/or architectural designs developed for local development approval of such building; and up to the date falling on the second anniversary of the Option Effective Date.
Save and except for the above, other terms of the Agreement remain unchanged and legally binding.
A circular containing, among other things, (i) further details of the Call Option, the Put Option and the Specific Mandate; and (ii) a notice convening the EGM, is expected to be despatched to the Shareholders on or before 11 November 2022.
| By Order<br> of the Board |
|---|
| Graphex Group Limited |
| --- |
| Lau Hing Tat Patrick |
| --- |
| Chairman |
| --- |
Hong Kong, 8 November 2022
As at the date of this announcement, the executive Directors are Mr. Lau Hing Tat Patrick, Mr. Chan Yick Yan Andross and Mr. Qiu Bin; the non-executive Director is Mr. Ma Lida; and the independent non-executive Directors are Ms. Tam Ip Fong Sin, Mr. Wang Yuncai, Mr. Liu Kwong Sang, Mr. Tang Zhaodong and Mr. Chan Anthony Kaikwong.
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Exhibit99.2
FIRSTAMENDMENT TO
OPERATINGAGREEMENT
This FIRST AMENDMENT TO OPERATING AGREEMENT (this “Amendment”) of Graphex Michigan I, LLC (the “Company”), a Delaware limited liability company, is being entered into as of November 7, 2022, by and among the Company and each of Emerald Energy Solutions LLC, a Michigan limited liability company (“EES”), and Graphex Technologies, LLC, a Delaware limited liability company (“Graphex Tech”).
WHEREAS, Graphex Tech and EES are the only members of the Company and have entered into that certain Operating Agreement of the Company dated as of May 30, 2022 (“Operating Agreement”); initially capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Operating Agreement; and
WHEREAS, the parties desire to amend the Operating Agreement to provide for a termination date for the period during which the Options may be exercised;
NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Amendment. The first sentence of Section 8.10(c) of the Operating Agreement is hereby deleted in its entirety and replaced with the following sentence (with changes from the original Operating Agreement shown in bold, underlined and red font):
“The Options are exercisable at any time after the Option Effective Date and Implementation of the Anode Material Processing Facility, and up to the date falling on the second anniversary of the Option Effective Date.”
2.Miscellaneous.
(a) Full Force and Effect. Except as otherwise expressly provided herein, the Operating Agreement shall remain in full force and effect.
(b) Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware.
(c) Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Amendment may be executed by facsimile or by email of PDF or digital image format files of the executed signature page hereto.
(d) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.
[SignaturePage Follows]
IN WITNESS WHEREOF, the parties hereto have each duly executed this Amendment as of the date first written above.
| EMERALD<br> ENERGY SOLUTIONS LLC | |
|---|---|
| By: | /s/ David Halabu |
| David<br> Halabu, Manager | |
| GRAPHEX<br> TECHNOLOGIES, LLC | |
| By: | /s/ John DeMaio |
| John<br> DeMaio, CEO |
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