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 January 2023
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 (NYSE American: GRFX | HKSE: 6128).
Graphex Group Limited (the “Company” or “we”) is a foreign private issuer with its ordinary shares listed on The Stock Exchange of Hong Kong Limited (“HKSE”) and has its American Depositary Shares (“ADSs”) listed on the NYSE American LLC stock exchange market.
The Company has provided to the holders of its ordinary shares a Circular regarding its Extraordinary General Meeting (“EGM”) for the purpose of considering and, if deemed appropriate, approve the adoption of the 2023 Share Award Scheme described in the Offering Circular for the EGM that is furnished to this report as Exhibit 99.3 and the limitation of the number of Ordinary Shares of the Corporation that may be granted to service providers under the 2023 Share Award Scheme.
The Owners of the ADSs as of December 30, 2022 may vote their interests in the Company’s ordinary shares represented by their ADSs. Notice by an Owner of the ADSs of their vote must be received by the Depositary by 12:00 pm Eastern Time January 26, 2023.
A notice publishing the Circular has been provided in accordance with the Listing Rules of the HKSE. Information regarding the EGM is available through Company’s website as described in the Notification of Publication of Corporate Communications on the Company’s Website attached to this Report as Exhibit 99.1.
Exhibits to this Form 6-K include information provided to the ordinary shareholders of the Company regarding the EGM, including the corporate communications and the Circular regarding the EGM, and the information provided to the Owners of the ADS, each of which is hereby incorporated herein.
| 1 |
| --- |
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: January 11, 2023
| 2 |
| --- |
EXHIBITINDEX
| 3 |
| --- |
Exhibit99.1
GRAPHEXGROUP LIMITED
烯石電動汽車新材料控股有限公司
(incorporatedin the Cayman Island with limited liability)
(StockCode: 6128)
12 January 2023
Dear Registered Shareholder(s),
Notificationof Publication of Corporate Communications on the Company’s Website
We hereby notify you that the following corporate communications (the “Current Corporate Communications”) of Graphex Group Limited (the “Company”), in both English and Chinese versions, are now available on the Company’s website at www.graphexgroup.com and the website of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) at www.hkexnews.hk; or your selected printed version(s) of the Current Corporate Communication(s) is/are enclosed (if applicable). Both the English and Chinese versions of the Current Corporate Communications are bound together into one booklet:
| ● | Circular<br> dated 12 January 2023 relating to Proposed Refreshment Of General Mandate and Notice of Extraordinary General Meeting |
|---|---|
| ● | Proxy<br> Form for use at the Extraordinary General Meeting or at any adjournment thereof. |
| --- | --- |
You may access the Corporate Communication in “Announcements” under “Investors” section of the Company’s website. The Corporate Communication are also available on the HKEXnews website at www.hkexnews.hk.
If for any reason you have any difficulty in accessing the Current Corporate Communications published on the Company’s website, we will promptly send the printed copies of the Current Corporate Communications in the elected language version(s) to you free of charge upon receipt of your request. Please mark “✓” in the appropriate box in Part A on the enclosed change request form (the “Change Request Form”) (with a pre-paid postage mailing label at the bottom of the Change Request Form). If you would like to change the election of means of receipt and/or language(s) of the Company’s all future corporate communications of the Company (the “Corporate Communications”), please mark “✓” in the appropriate box in Part B on the enclosed Change Request Form. Once completed, please sign and return the same to the Company c/o the Company’s branch share registrar and transfer office in Hong Kong (the “Hong Kong Branch Share Registrar”), Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by mail, or by email to is-ecom@hk.tricorglobal.com.
You are entitled to change the election of means of receipt and/or language(s) of all future Corporate Communications at any time by serving reasonable notice in writing to the Hong Kong Branch Share Registrar by mail (at the address above) or by email to is-ecom@hk.tricorglobal.com.
Should you have any queries relating to this notification, please call the enquiry hotline of the Hong Kong Branch Share Registrar at (852) 2980 1333 during business hours from 9:00 a.m. to 6:00 p.m., Monday to Friday, excluding Hong Kong public holidays.
| By<br> Order of the Board |
|---|
| Graphex Group Limited |
| Lau Hing Tat Patrick |
| Chairman |
Encl.
| Note: | Corporate<br> Communication(s) refer to any document(s) issued or to be issued by the Company for the information or action of holders of any of<br> the Company’s securities or the investing public as defined in Rule 1.01 of the Rules Governing the Listing of Securities on<br> the Stock Exchange, including but not limited to (a) the directors’ reports, its annual accounts together with a copy of the<br> auditor’s reports and, where applicable, its summary financial reports; (b) interim reports and, where applicable, its summary<br> interim reports; (c) notices of meeting; (d) listing documents; (e) circulars; and (f) proxy forms. |
|---|---|
| Change Request Form | |
| --- | |
| To: | Graphex Group Limited (the “Company”) (Stock Code: 6128) |
| --- | --- |
| c/o<br> Tricor Investor Services Limited | |
| 17/F,<br> Far East Finance Centre | |
| 16<br> Harcourt Road, Hong Kong | |
| Part A | I/We<br> have chosen (or am/are deemed to have consented) to read the Corporate Communications posted on the Company’s website, but<br> I/we would like to request a printed copy of the Current Corporate Communications dated 12 January 2023 in the following language(s): |
| --- | --- |
| (Please mark “✓” in ONLY ONE of the following boxes.) | |
| ☐ | English<br> version ONLY. |
| --- | --- |
| ☐ | Chinese<br> version ONLY. |
| ☐ | Both<br> the English and Chinese versions. |
| Part B | I/We<br> would like to receive the Company’s future Corporate Communications in the manner as indicated below: |
| --- | --- |
| (Please mark “✓” in ONLY ONE of the following boxes.) | |
| ☐ | to<br> read all future Corporate Communications published on the website of the Company (www.graphexgroup.com) (the “Website Version”)<br> ONLY in place of receiving printed copies and receive a written notification letter by post or by email at the following address<br> for the publication of Corporate Communications on the website of the Company. |
| --- | --- |
| Email<br> Address: | |
| (The Company will send to the email address provided above (if any) an email notification letter only for the availability of the Corporate Communications on the website of the Company in the future. If no email address is provided, only a notification letter for the publication of Corporate Communications on the website of the Company will be sent. The email address provided above is used for email notification of the release of the Corporate Communications only.) | |
| ☐ | to<br> receive the printed English version of all future Corporate Communications ONLY. |
| ☐ | to<br> receive the printed Chinese version of all future Corporate Communications ONLY. |
| ☐ | to<br> receive both printed English and Chinese versions of all future Corporate Communications. |
| Name<br> of Registered Shareholder: | Contact<br> Telephone<br><br> Number: |
| --- | --- |
| Address: | |
| --- | |
| Signature: | Date: |
| --- | --- |
Notes:
| 1. | Please<br> complete all the items. If no box, or more than one box, is marked “✓”, or any signature or other information<br> is incorrectly completed, the Company reserves its right to treat this Change Request Form as void. |
|---|---|
| 2. | By<br> electing to access the Website Version of the Corporate Communications published on the website of the Company instead of receiving<br> printed copies, you have expressly consented to waive the right to receive the Corporate Communications in printed form. |
| 3. | If<br> your shares are held in joint names, the shareholder whose name stands first on the register of members of the Company in respect<br> of the joint holding should sign on this Change Request Form in order to be valid. |
| 4. | The<br> above instruction will apply to all future Corporate Communications to be sent to you until you, by serving reasonable prior written<br> notice, inform the Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt<br> Road, Hong Kong by mail or by email to is-ecom@hk.tricorglobal.com. |
| 5. | You<br> have the right at any time by serving reasonable prior written notice to the Hong Kong Branch Share Registrar by mail (the address<br> stated in note 4 above) or by email to is-ecom@hk.tricorglobal.com to change the election of means of receipt and/or language(s)<br> of all future Corporate Communications. |
| 6. | For<br> the avoidance of doubt, we do not accept any other special instructions written on this Change Request Form. |
| 7. | Should<br> you have any queries in relation to this Change Request Form, please call the enquiry hotline of the Hong Kong Branch Share Registrar<br> at (852) 2980 1333 during business hours from 9:00 a.m. to 6:00 p.m., Monday to Friday, excluding Hong Kong public holidays. |
| ^ | Corporate<br> Communications include but not limited to (a) the directors’ reports, its annual accounts together with a copy of the auditor’s<br> reports and, where applicable, its summary financial reports; (b) interim reports and, where applicable, its summary interim reports;<br> (c) notices of meeting; (d) listing documents; (e) circulars; and (f) proxy forms. |
PERSONALINFORMATION COLLECTION STATEMENT
Your supply of your email address and telephone number is on a voluntary basis for the purposes of verifying and recording your means of receipt and language of Corporate Communications and/or delivering those Corporate Communications (the “Purposes”). The Company may transfer your email address and telephone number to our agent, contractor, or third party service provider who provides administrative, computer or other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your email address and telephone number will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the privacy compliance officer of Tricor Investor Services Limited at the above address.
| (Please<br> cut along the dotted line請沿虛線剪下) | |
|---|---|
 |
-<br> - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -<br> - - - - - - - - - - - - - - - - - - -<br> - - - - |
| Mailing Label 郵寄標籤 | |
| --- | --- |
| Please<br> cut the mailing label and stick this on an envelope to | |
| return<br> the Change Request Form to us. | Tricor Investor Services Limited |
| No postage stamp is required for local mailing in Hong Kong. | 卓佳證券登記有限公司 |
| Freepost No. 簡便回郵號碼 : 10 GPO | |
| 當 閣下寄回此變更申請表格時，請將此郵寄標籤剪貼於信封上。 | Hong Kong香港 |
| 如在本港投寄， 閣下無需支付郵費或貼上郵票。 |
Exhibit99.2
GRAPHEXGROUP LIMITED
烯石電動汽車新材料控股有限公司
(incorporatedin the Cayman Island with limited liability)
(StockCode: 6128)
12 January 2023
Dear Non-Registered Shareholder,
Notificationof publication of Corporate Communication on the Company’s website
We are pleased to notify you that the following corporate communication (the “Corporate Communication”) of Graphex Group Limited (the “Company”), in both English and Chinese versions, are now available on the Company’s website at www.graphexgroup.com :
| ● | Circular<br> dated 12 January 2023 relating to Options in relation to acquisition of JV Membership Interest involving consideration issue under<br> Specific Mandate and notice of Extraordinary General Meeting |
|---|
You may access the Corporate Communication by clicking “Options in relation to acquisition of JV Membership Interest involving consideration issue under Specific Mandate and notice of Extraordinary General Meeting” in “Announcements” under “Investors” section of the Company’s website. The Corporate Communication are also available on the HKEXnews website at www.hkexnews.hk.
If you wish to receive a printed copy of the Corporate Communication, you can complete the enclosed Request Form and return it to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited by post using the mailing label provided. The printed copy of the Corporate Communication will be sent to you free of charge upon receipt of your request.
Please note that by completing and returning the Request Form to request for the printed copy of the Corporate Communication, you will expressly indicate that you prefer to receive all future corporate communication of the Company in printed form.
Should you have any queries relating to this notification, please contact Customer Service Hotline of Tricor Investor Services Limited at (852) 2980 1333 from 9:00 a.m. to 6:00 p.m., Monday to Friday (excluding Hong Kong public holidays).
Yours faithfully,
For and on behalf of
GraphexGroup Limited
LauHing Tat Patrick
Chairman
Encl.
Notes:
| 1. | This<br> letter is addressed to Non-registered Shareholders of the Company. Non-registered Shareholder means such person or company whose<br> shares are held in the Central Clearing and Settlement System and who has notified the Company from time to time through Hong Kong<br> Securities Clearing Company Limited that such person or company wishes to receive Corporate Communication(s). If you have sold or<br> transferred your shares in the Company, please disregard this letter and the Request Form. |
|---|---|
| 2. | Corporate<br> communication(s) refer to any document issued or to be issued by the Company for information or action of holders of any securities<br> of the Company, including but not limited to annual report, summary financial report (where applicable), interim report, summary<br> interim report (where applicable), quarterly report, summary quarterly report (where applicable), notice of meeting, listing document,<br> circular and proxy form. |
RequestForm
To:Graphex Group Limited (the “Company”)
c/o Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road, Hong Kong
I/Wewould like to receive the printed copy of the following corporate communication and all future Corporate Communications of the Company:
(Pleasemark “X” in the appropriate box(ex))
| ☐ | Circular<br> dated 12 January 2023 relating to Options in relation to acquisition of JV Membership Interest involving consideration issue under<br> Specific Mandate and notice of Extraordinary General Meeting | |
|---|---|---|
| Signature<br> : | Date: | |
| --- | --- | --- |
| Name: | (English) | (Chinese) |
| (in block letters) | ||
| Contact<br> Phone Number: | ||
| --- |
Notes:
| 1. | Corporate<br> communication(s) refer to any document issued or to be issued by the Company for information or action of holders of any securities<br> of the Company, including but not limited to annual report, summary financial report (where applicable), interim report, summary<br> interim report (where applicable), quarterly report, summary quarterly report (where applicable), notice of meeting, listing document,<br> circular and proxy form. |
|---|---|
| 2. | By<br> completing and returning this Request Form to request for the printed copy of the Corporate Communication, you have expressly indicated<br> that you prefer to receive all future Corporate Communications of the Company in printed form. |
| --- | --- |
PERSONALINFORMATION COLLECTION STATEMENT
Your supply of personal data (as defined in the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong)) is on a voluntary basis for the purpose of receiving current and future Corporate Communications (the “Purposes”). The Company may transfer your personal data to its agent, contractor or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your personal data will be retained for such period as may be necessary to fulfill the Purposes. You have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) and any such request should be in writing and mailed to Privacy Compliance Officer of Tricor Investor Services Limited at the above address.
| (Please<br> cut along the dotted line請沿虛線剪下) | |
|---|---|
 |
-<br>- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -<br>- - - - - - - - - - - -- - - - - - |
| Mailing Label 郵寄標籤 | |
| --- | --- |
| Please<br> cut the mailing label and stick this on an envelope<br><br> to return the Request Form to us.<br><br> <br>No postage stamp is required for local mailing in Hong Kong<br><br> <br>當閣下寄回此申請表格時，請將此郵寄標籤剪貼於信封上。<br><br> <br>如在本港投寄，閣下無需支付郵費或貼上郵票 | Tricor Investor Services Limited<br><br> <br>卓佳證券登記有限公司<br><br> <br>Freepost No. 簡便回郵號碼 : 10 GPO<br><br> <br>Hong Kong香港 |
Exhibit99.3
| THIS<br> CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION |
|---|
Ifyou are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
Ifyou have sold or transferred all your shares in Graphex Group Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or the transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company or the American Depositary Shares representing the Company’s Ordinary Shares.
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)
PROPOSED ADOPTION OF SHARE AWARD SCHEME
AND
NOTICEOF EXTRAORDINARY GENERAL MEETING
Financial Adviser to the Company
Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed “Definitions” in this circular.
A notice convening the EGM to be held at 11/F., COFCO Tower, 262 Gloucester Road, Causeway Bay, Hong Kong on Monday, 6 February 2023 at 2:30 p.m. (Hong Kong time) is set out on pages EGM-1 to EGM-4 of this circular. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.
Whether or not you are able to attend the EGM, you are requested to complete and sign the enclosed proxy form in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending, and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.
12 January 2023
| PRECAUTIONARY<br> MEASURES FOR THE EGM |
|---|
In view of the recent development of the epidemic COVID-19, the Company will implement the following precautionary measures at the EGM against the epidemic to protect the Shareholders from the risk of infection:
| (i) | compulsory<br> body temperature check will be conducted for every Shareholder or proxy at the entrance of<br> the venue. Any person with a body temperature of over 37.0 degrees Celsius will not be admitted<br> to the venue; |
|---|---|
| (ii) | every<br> Shareholder or proxy attending the EGM is required to wear surgical mask throughout the meeting; |
| --- | --- |
| (iii) | seating<br> at the EGM venue will be arranged in a manner to allow appropriate social distancing. As<br> a result, there may be limited capacity for Shareholders to attend the EGM. The Company may<br> limit the number of attendees at the EGM as may be necessary to avoid over-crowding; |
| --- | --- |
| (iv) | no<br> corporate gifts will be distributed and no refreshment or drinks will be served at the EGM;<br> and |
| --- | --- |
| (v) | no<br> guest will be allowed to enter the EGM venue if he/she is subject to any mandatory quarantine<br> imposed by the Government of Hong Kong on the date of the EGM or has close contact with any<br> person with confirmed cases or under quarantine. |
| --- | --- |
Furthermore, the Company strongly encourages Shareholders, instead of attending the EGM in person, to appoint the chairman of the EGM as their proxy to vote on the resolution.
Dueto the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change or adopt contingency plansfor the EGM arrangements at short notice. Shareholders are advised to check the latest announcements published by the Company at theCompany’s website (http://graphexgroup.com/) or the website of the Stock Exchange for future updates on the EGM arrangements.
| - i - |
| --- |
| CONTENTS |
|---|
| PAGE | |
|---|---|
| DEFINITIONS | 1 |
| LETTER<br> FROM THE BOARD | 4 |
| APPENDIX<br> — SUMMARY OF THE 2023 SHARE AWARD SCHEME | A-1 |
| NOTICE OF EGM | EGM-1 |
| - ii - |
| --- |
|---|
| --- |
Inthis circular, the following expressions shall have the following meanings unless the context requires otherwise:
| “2023<br> Share Award Scheme” | the<br> new share award scheme of the Company proposed to be considered and adopted at the EGM, the principal terms of which are set out<br> in the Appendix |
|---|---|
| “ADS<br> Owner(s)” | the<br> person in whose name American Depositary Shares is registered on the books of the Depositary maintained for that purpose |
| “American<br> Depositary Share(s)” | the<br> securities that are listed on the NYSE American and traded under the symbol “GRFX”, each representing 20 Ordinary Shares |
| “Announcement” | the<br> announcement of the Company dated 9 January 2023 with respect to (i) termination of the Existing Share Award Scheme and the Existing<br> Share Option Scheme; and (ii) proposed adoption of the 2023 Share Award Scheme |
| “Award(s)” | an<br> award of Award Share(s) by the Board to Selected Participant(s) pursuant to the 2023 Share Award Scheme |
| “Award<br> Share(s)” | the<br> Ordinary Shares to be granted to Eligible Participant(s) |
| “Board” | the<br> board of Directors of the Company |
| “Business<br> Day” | means<br> any day on which securities are traded on the Stock Exchange |
| “Company” | Graphex<br> Group Limited (烯石電動汽車新材料控股有限公司),<br> a company incorporated in the Cayman Islands with limited liability, the Ordinary Shares of which are listed on the Main Board of<br> the Stock Exchange and the American Depositary Shares of which are listed on the NYSE American |
| “connected<br> person(s) | has<br> the meaning ascribed thereto under the Listing Rules |
| “Depositary” | The<br> Bank of New York Mellon, a New York banking corporation, and any successor as depositary under the deposit agreement related to the<br> American Depositary Shares |
| “Directors” | the<br> directors of the Company |
| “EGM” | the<br> extraordinary general meeting of the Company to be convened and held for the purposes of approving the 2023 Share Award Scheme and<br> the Service Provider Sublimit |
| - 1 - |
| --- | |
|---|---|
| --- | |
| “EIL” | Earthasia (International)<br> Limited, an indirect wholly-owned subsidiary of the Company |
| --- | --- |
| “Eligible Participant(s)” | eligible participant(s)<br> under the 2023 Share Award Scheme |
| “Excluded Participant(s)” | any Eligible Participant<br> who is (1) resident in a place where the award of the Awarded Shares and/or vesting and transfer of the Awarded Shares pursuant to<br> the terms of the equity based incentive program is not permitted under the laws and regulations of such place; (2) where in the view<br> of the Board, compliance with the applicable laws or regulations in such place makes it necessary or expedient to exclude such Eligible<br> Participant; or (3) is a person that is defined as “Executive Officer” under Section 240.10D-1(d) of the U.S. Securities<br> Exchange Act of 1934, as amended, or is otherwise required under U.S. securities laws or the rules any securities exchange or association<br> where the Company has any securities traded, including its American Depository Shares, to be subject to recoupment in accordance<br> under any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange<br> or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform<br> and Consumer Protection Act or other applicable law |
| “Existing EIL Share<br> Award Scheme” | the existing share award<br> scheme adopted by EIL on 19 January 2021 |
| “Existing Share Award<br> Scheme” | the existing share award<br> scheme adopted by the Company on 21 August 2014 |
| “Existing Share Option<br> Scheme” | the existing share option<br> scheme adopted by the Company on 3 June 2014 |
| “Group” | the Company and its subsidiaries |
| “HK$” | Hong Kong dollars, the<br> lawful currency of Hong Kong |
| “Hong Kong” | Hong Kong Special Administrative<br> Region of the PRC |
| “Listing Rules” | the Rules Governing the<br> Listing of Securities on the Stock Exchange as amended from time to time |
| “Latest Practicable<br> Date” | 9 January 2023, being the<br> latest practicable date prior to the printing of this circular for ascertaining certain information contained herein |
| - 2 - |
| --- | |
|---|---|
| --- | |
| “NYSE<br> American” | the NYSE American<br> LLC stock exchange market |
| --- | --- |
| “Ordinary Share(s)” | ordinary share(s) of HK$0.01<br> each in the issued share capital of the Company |
| “Ordinary Shareholder(s) | holder(s) of the Ordinary<br> Share(s) |
| “PRC” | the People’s Republic<br> of China |
| “Preference Share(s)” | the non-voting, non-convertible<br> preference share(s) of HK$0.01 each in the issued share capital of the Company |
| “Preference Shareholder(s)” | holder(s) of the Preference<br> Shares |
| “Related Entities” | holding companies, fellow<br> subsidiaries or associated companies of the Company |
| “Scheme Mandate” | the maximum number of Award<br> Shares which may be issued in respect of all Awards to be granted under the 2023 Share Award Scheme to be approved by the Shareholders<br> at the EGM |
| “SEC” | the U.S. Securities and<br> Exchange Commission |
| “Selected Participants” | eligible participants selected<br> by the Board to grant Award(s) pursuant to the 2023 Share Award Scheme |
| “Share(s)” | collectively, the Ordinary<br> Shares and the Preference Shares |
| “Shareholder(s)” | holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong<br> Kong Limited |
Inthe event of any inconsistency, the English text of this circular shall prevail over the Chinese text.
| - 3 - |
| --- |
|---|
| --- |
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)
(Stock Code: 6128)
| Executive Directors: | Registered office: |
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| Mr.<br> Lau Hing Tat Patrick | Windward<br> 3 |
| Mr.<br> Chan Yick Yan Andross | Regatta<br> Office Park |
| Mr.<br> Qiu Bin | PO<br> Box 1350 |
| Grand<br> Cayman KY1-1108 | |
| Non-executive Directors: | Cayman<br> Islands |
| Mr.<br> Ma Lida | |
| Independent non-executive Directors: | Principal place of business in Hong Kong: |
| Ms.<br> Tam Ip Fong Sin | 11/F<br> COFCO Tower |
| Mr.<br> Wang Yuncai | 262<br> Gloucester Road |
| Mr.<br> Liu Kwong Sang | Causeway<br> Bay |
| Mr.<br> Tang Zhaodong | Hong<br> Kong |
| Mr.<br> Chan Anthony Kaikwong |
12 January 2023
Tothe Shareholders
Dear Sir / Madam,
PROPOSED ADOPTION OF SHARE AWARD SCHEME
INTRODUCTION
Reference is made to the Announcement. The purpose of this circular is to provide the Shareholders further details regarding the proposed adoption of the 2023 Share Award Scheme.
ADOPTION OF THE 2023 SHARE AWARD SCHEME
The Existing Share Award Scheme, the Existing EIL Share Award Scheme and the Existing Share Option Scheme were adopted on 21 August 2014, 19 January 2021 and 3 June 2014 respectively.
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In order to provide the Eligible Participants with equity incentives in compliance with the Listing Rules, the Board terminated the Existing Share Award Scheme and the Existing Share Option Scheme on 9 January 2023 and proposes the adoption of the 2023 Share Award Scheme.
The Existing EIL Share Award Scheme will continue to be in effect. As EIL is not a “principal subsidiary” as defined under Rule 17.14 of the Listing Rules, the Existing EIL Share Award Scheme will not be subject to the requirements of Chapter 17 of the Listing Rules. The Company will continue to comply with applicable Listing Rules (including Chapters 14 and 14A) in relation to operation of the Existing EIL Share Award Scheme and possible grant thereunder.
The 2023 Share Award Scheme is conditional upon the passing of a resolution by the Ordinary Shareholders to approve the adoption of the 2023 Share Award Scheme and to authorise the Board to grant Awards under the 2023 Share Award Scheme and to allot and issue, procure the transfer of and otherwise deal with the Award Shares in connection with the 2023 Share Award Scheme.
Subject to the satisfaction of the conditions above, and any early termination, the 2023 Share Award Scheme shall be valid and effective for a term of 10 years commencing on the adoption date of the 2023 Share Award Scheme (the “Adoption Date”).
Objectives
The specific objectives of the 2023 Share Award Scheme are:
| (i) | to<br> attract talents, suitable personnel and entities that are Eligible Participants who will<br> accept Awarded Shares as part of their remuneration, compensation or payment packages for<br> the development and growth of the businesses of the Group and Related Entities; |
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| (ii) | to<br> award certain Selected Participants with Awarded Shares for accepting their appointments,<br> employments or engagement by the Group and Related Entities; |
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| (iii) | to<br> recognise the contributions by certain Selected Participants and to provide them with incentives<br> in order to retain them for the continual operation, development and growth of the Group<br> and Related Entities; and |
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| (iv) | to<br> improve or create sense of connection and/or loyalty of certain Selected Participants to<br> the Group and Related Entities. |
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EligibleParticipants
Eligible Participants include:
| (i) | Any<br> director and employee of the Company or any of its Subsidiaries (including any persons who<br> are granted Awards under the 2023 Share Award Scheme as an inducement to enter into employment<br> contracts with the Group); |
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| (ii) | Any<br> director and employee of the Related Entities (“Related Entity Participant(s)”);<br> and |
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| (iii) | Any<br> person who provided services to the Group on a continuing or recurring basis in its ordinary<br> and usual course of business which are in the interest of long-term growth of the Group (“Service Provider(s)”). The Service Providers include: (a) suppliers of services to any<br> member of the Group; and (b) advisors (professional or otherwise) or consultants to any area<br> of business or business development of any member of the Group. |
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For the avoidance of doubt, the Service Providers exclude placing agents or financial advisers providing advisory services to the Group for fundraising, mergers or acquisitions; and professional service providers such as auditors or valuers who provide assurance or are required to perform their services to the Group with impartiality and objectivity.
The Board (including the independent non-executive Directors) is of the view that, apart from the contributions from employees and directors of the Group, the success of the Group might also come from efforts and contributions from non-employees (including Related Entity Participants and Service Providers) who have contributed to the Group or may contribute to the Group in the future. The eligibility of Related Entity Participants and Service Providers to participate in the 2023 Share Award Scheme is consistent with the purpose of the 2023 Share Award Scheme, which enables the Group to preserve its cash resources and use share incentives to encourage persons outside of the Group to contribute to the Group and align the mutual interests of each party, as the Company, the Related Entity Participants and the Service Providers, by holding on to equity incentives, will mutually benefit from the long term growth of the Group.
Vesting
The Board is entitled to impose any terms and conditions (including a period of continued employment, engagement and/or service within the Group and/or any Related Entity after the Award shall become entitled and/or vested), as it deems appropriate in its absolute discretion with respect to the entitlement and/or vesting of the Awarded Shares on the Selected Participant and shall inform such Selected Participant the relevant conditions of the Award and the Awarded Shares provided that the vesting period for Awards shall not be less than 12 months unless under specific circumstances. The Board believes that its ability to provide for flexible accelerated exercisability or vesting of the Award under specific circumstances allows it to provide competitive remuneration package to attract and retain individuals to provide services to the Group.
Schemelimit
As at the Latest Practicable Date, the Company has 683,493,072 issued Ordinary Shares and 323,657,537 issued Preference Shares. Subject to the obtaining of Ordinary Shareholders’ approval with respect to the adoption of the 2023 Share Award Scheme and assuming that there is no change in the issued Ordinary Shares between the period from the Latest Practicable Date to the Adoption Date, the maximum number of Ordinary Shares issuable pursuant to the 2023 Share Award Scheme on the Adoption Date will be 68,349,307 Ordinary Shares, representing approximately 10% of the existing issued Ordinary Shares of the Company (i.e. the Scheme Mandate).
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The Company also proposes to set a sublimit of the Ordinary Shares in respect of Awards that may be granted to Service Providers, assuming there is no change in the issued Ordinary Shares between the period from the Latest Practicable Date to the Adoption Date, the maximum number of Ordinary Shares may be granted to Service Providers is 34,176,653 Ordinary Shares, representing approximately 5% of the existing issued Ordinary Shares of the Company (the “Service Provider Sublimit”). The Service Provider Sublimit was determined based on 50% of the Scheme Mandate. The Service Provider Sublimit is subject to separate approval by the Ordinary Shareholders at the EGM and conditional on the adoption of the 2023 Share Award Scheme. Grant of Awards to any Service Provider will be subject to the adoption of the 2023 Share Award Scheme and the Service Provider Sublimit. For avoidance of doubt, if either of the adoption of the 2023 Share Award Scheme or the Service Provider Sublimit is not approved by the Ordinary Shareholders at the EGM, no Awards are allowed to be granted to any Service Provider.
The Service Provider Sublimit is determined based on the possible number of Award Shares that the Company intends to grant to Service Providers and the Company’s future business and development plan. The Board considers that the Service Providers Sublimit is appropriate and reasonable taking into account (i) the grant of Awards to the Service Providers under the 2023 Share Award Scheme will be decided on a case-by-case basis based on his/her contributions to the development and growth of the Company from time to time; and (ii) the Company estimates that the percentage of the number of Award Shares that the Company intends to grant to the Service Providers will be less than 5% of existing issued Ordinary Shares of the Company as at the Adoption Date.
The Directors consider the Service Provider Sublimit to be appropriate and reasonable given the Group’s business needs and such a limit provides the Group with flexibility to provide equity incentive (instead of expending cash resources in the form of monetary consideration) to reward and collaborate with persons who are not employees or officers of the Group, but who may have expertise in their field or who may be able to provide valuable expertise or services to the Group.
A summary of the principal terms of the 2023 Share Award Scheme is set out in the Appendix to this circular.
EGM
The EGM will be convened for the purpose of considering and, if deemed appropriate, approving the adoption of the 2023 Share Award Scheme and Service Provider Sublimit.
To the best of the knowledge, information and belief of the Directors, no Ordinary Shareholder has a material interest in the adoption of the 2023 Share Award Scheme and the Service Provider Sublimit, and is required to abstain from voting on the resolutions to approve the aforesaid matters at the EGM.
The notice of EGM is set out on pages EGM-1 to EGM-4 of this circular. A proxy form for use at the EGM is enclosed herewith. Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for the EGM. The completion and delivery of a form of proxy will not preclude you from attending and voting at the EGM in person (if applicable).
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AMERICAN DEPOSITARY SHARES
Each ADS Owner shall have the right under the deposit agreement related to the American Depositary Shares to instruct the Depositary to vote the Ordinary Shares related to American Depositary Shares held by such ADS Owner to cause the Depositary to vote such Ordinary Shares.
The Company has provided a notice to the Depositary with this Circular and has requested that the Depositary provide a notice to each ADS Owner that contains (i) the information contained in this Circular, (ii) a statement that the ADS Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Cayman Islands law and of the articles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Ordinary Shares represented by their respective American Depositary Shares, (iii) a statement as to the manner in which those instructions may be given, including an express indication that instructions may be deemed given to cause the Depositary to vote the Ordinary Shares related to American Depositary Shares held by each ADS Owner.
The last date on which the Depositary will accept instructions from an ADS Owner is 26 January 2023.
The Depositary shall not vote or attempt to exercise the right to vote that attaches to the deposited Ordinary Shares other than in accordance with instructions given by ADS Owners and received by the Depositary.
In order to give ADS Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Ordinary Shares, if the Company will request the Depositary to disseminate the notice to each of the ADS Owners, the Company shall give the Depositary notice of the meeting, details concerning the matters to be voted upon and copies of materials to be made available to Ordinary Shareholders in connection with the meeting not less than 45 days prior to the meeting date.
The Company is a foreign private issuer under U.S. federal securities laws and is not subject to the proxy rules promulgated by the U.S. Securities and Exchange Commission.
RECOMMENDATION
The Directors consider that the adoption of the 2023 Share Award Scheme and the Service Provider Sublimit are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM to approve all the resolutions as set out in the notice of EGM on page EGM-1 to EGM-4 of this circular.
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RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
ADDITIONAL INFORMATION
Your attention is drawn to the additional information set out in the Appendix to this circular.
A copy of the 2023 Share Award Scheme will be published on the websites of Stock Exchange and the Company for display for a period of not less than 14 days before the date of the EGM and the 2023 Share Award Scheme will be made available for inspection at the EGM.
| By order of the Board |
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| Graphex<br> Group Limited |
| Lau Hing<br> Tat Patrick |
| Chairman |
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Set out below is a summary of the principal terms and conditions of the 2023 Share Award Scheme to provide sufficient information to Shareholders for their consideration of the 2023 Share Award Scheme proposed to be adopted at the EGM.
| (1) | PURPOSE, DURATION AND ADMINISTRATION OF THE SCHEME |
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The purpose of the 2023 Share Award Scheme is to attract talents, suitable personnel and entities that are Eligible Participants who will accept Award Shares as part of their remuneration, compensation or payment packages for the development and growth of the businesses of the Group and Related Entities; to award certain Selected Participants with Award Shares for accepting their appointments, employments or engagement by the Group and Related Entities; to recognise the contributions by certain Selected Participants and to provide them with incentives in order to retain them for the continual operation, and development and growth of the Group and Related Entities; and to improve or create sense of connection and/or loyalty of certain Selected Participants to the Group and Related Entities.
Subject to any early termination, the 2023 Share Award Scheme shall be valid and effective for a term of 10 years commencing on the Adoption Date.
The 2023 Share Award Scheme shall be subject to the administration of the Board in accordance with these rules of the 2023 Share Award Scheme. The decision of the Board with respect to any matter arising under the Scheme (including the interpretation of any provision) shall be final and binding.
| (2) | WHO MAY JOIN |
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The Board may, at its absolute discretion, invite any persons belonging to any of the following classes of participants (i.e. Eligible Participants), to be offered Awards:
| (i) | any<br> director and employee of the Company or any of its subsidiaries (including any persons who<br> are granted Awards under the 2023 Share Award Scheme as an inducement to enter into employment<br> contracts with the Group); |
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| (ii) | any<br> director and employee of the Related Entities; and |
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| (iii) | Service<br> Providers. |
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| (3) | MAXIMUM NUMBER OF SHARES |
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The maximum number of Award Shares which may be issued in respect of all Awards to be granted under the 2023 Share Award Scheme (i.e. the Scheme Mandate), must not aggregate exceed ten (10) percent of the Shares in issue as at the Adoption Date. The Company shall not grant any further Awards which will result in the total number of Award Shares in respect of all Awards granted/to be granted to Selected Participants exceeds the Scheme Mandate.
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The maximum number of Award Shares which may be issued in respect of all Awards to be granted to Service Providers under the 2023 Share Award Scheme, must not in aggregate exceed 50% of the Scheme Mandate (i.e. the Service Provider Sublimit). The Company shall not grant any further Awards which will result in the total number of Award Shares in respect of all Awards granted/to be granted to Service Providers exceed the Service Providers Sublimit.
Subject to the rules of the 2023 Share Award Scheme, the Scheme Mandate and the Service Provider Sublimit may be refreshed by the Company as follows:
| (i) | the<br> Company may seek approval by its Shareholders in general meeting for refreshing the Scheme<br> Mandate Limit and the Service Provider Sublimit (as the case may be) under the Scheme after<br> three years from the Adoption Date or from the date of Shareholders’ approval for the<br> last refreshment; |
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| (ii) | if<br> the Company seeks to refresh the Scheme Mandate Limit and the Service Provider Sublimit (as<br> the case may be) under the 2023 Share Award Scheme within three year period from the Adoption<br> Date or from the date of Shareholders’ approval for the last refreshment, such refreshment<br> must be approved by the Shareholders in general meeting subject to the following provisions: |
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| (a) | any<br> controlling shareholders of the Company and their associates (or if there is no controlling<br> shareholder, Directors (excluding independent non-executive Directors) and chief executive<br> of the Company and their respective associates) must abstain from voting in favour of the<br> relevant resolution at the general meeting; and |
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| (b) | the<br> Company must comply with the requirements under the Chapter 13 of Listing Rules, |
provided that point (ii) above do not apply if the refreshment is made immediately after an issue of securities by the Company to its Shareholders on a pro rata basis as set out in rule 13.36(2)(a) of the Listing Rules such that the unused part of the Scheme Mandate Limit (as a percentage of the Shares in issue) upon refreshment is the same as the unused part of the Scheme Mandate Limit immediately before the issue of securities rounded to the nearest whole Share.
The total number of Ordinary Shares which may be issued in respect of all Awards to be granted under all the share schemes of the Company under the Scheme Mandate Limit or the Service Provider Sublimit as (as the case may be) refreshed must not exceed 10% of the Shares in issue as at the date of approval of the refreshed Scheme Mandate Limit or the Service Provider Sublimit Scheme (as the case may be).
The Company may seek separate approval by the Shareholders in general meeting for granting Awards beyond the Scheme Mandate Limit provided the Awards in excess of the limit are granted only to the Selected Participant(s) specifically identified by the Company before such approval is sought and the Company must issue a circular to the Shareholders containing such relevant information from time to time as required by the Listing Rules in relation to any such proposed grant to such Selected Participants.
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| (4) | MAXIMUM ENTITLEMENT OF EACH PARTICIPANT |
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No Award shall be granted to any Selected Participant which would result in the total number of (a) the Award Shares issued and to be issued under the Awards already granted or to be granted to such Selected Participant under the 2023 Share Award Scheme (excluding any Awards cancelled in accordance with the terms of the 2023 Share Award Scheme); and (b) any Ordinary Shares issued and to be issued in respect of all other options and awards (if any) granted to such Selected Participant, in the 12-month period up to and including the date of such grant representing in aggregate over 1% of the Ordinary Shares in issue (the “1% Individual Limit”). Any grant of Awards that shall exceed the 1% Individual Limit must be separately approved by Ordinary Shareholders in general meeting which such Selected Participant and his/her close associates (or associates if such Selected Participant is a connected person) abstaining from voting and the Company must send a circular to the Shareholders in compliance with the requirements of the Listing Rules.
Any grant of Awards to a Director, chief executive or substantial shareholder of the Company, or any of their respective associates must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is the grantee of the Awards).
No Award shall be granted to any Selected Participant who is a Director (other than an independent non-executive Director) or chief executive of the Company, or any of their associates which would result in the total number of the Award Shares issued and to be issued under the Awards already granted or to be granted to such Selected Participant under the 2023 Share Award Scheme (excluding any Awards cancelled in accordance with the terms of the Scheme) in the 12-month period up to and including the date of such grant, representing in aggregate over 0.1% of the Shares in issue (the “0.1% Limit”). Any grant of Awards to such Selected Participant that shall exceeds the 0.1% Limit must be approved by Shareholders in general meeting and the Company must send a circular to the Shareholders in compliance with the requirements of the Listing Rules.
No Award shall be granted to any Selected Participant who is an independent non-executive Director or a substantial shareholder of the Company, or any of their respective associates which would result in the total number of the Award Shares issued and to be issued under the Awards already granted or to be granted to such Selected Participant under the 2023 Share Award Scheme (excluding any Awards cancelled in accordance with the terms of the Scheme) in the 12-month period up to and including the date of such grant, representing in aggregate over the 0.1% Limit. Any grant of Awards to such Selected Participant that shall exceeds the 0.1% Limit must be approved by Shareholders in general meeting and the Company must send a circular to the Shareholders in compliance with the requirements of the Listing Rules.
In the event of any Award being granted to any Selected Participant who is a Director, chief executive of the Company, a substantial shareholder of the Company, or any of their respective associate which would exceed the 0.1% Limit, the grantee of the Award and all core connected persons of the Company must abstain from voting in favour at such general meeting convened to approve the granting of the Award and the Company must comply with the requirements under Chapter 13 of the Listing Rules.
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| (5) | VESTING OF AWARDS |
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Subject to the terms and condition of the 2023 Share Award Scheme and the fulfillment of all entitlement and/or vesting conditions to the entitlement and/or vesting of the Award Shares on such Selected Participant as specified in the 2023 Share Award Scheme and the grant notice (unless otherwise waived by the Board), the Board shall on the vesting date (or if the vesting date is not a Business Day, on the next Business Day) cause the Company to allot and issue to such Selected Participant such number of new Award Shares as set out in the grant notice and the Board shall cause to be paid the subscription money for the new Award Shares, representing the nominal value of the new Award Shares multiplied by the number of new Award Shares to be issued, from the Company’s resources.
The Board is entitled to impose any terms and conditions (including a period of continued employment, engagement and/or service within the Group and/or any Related Entity after the Award shall become entitled and/or vested), as it deems appropriate in its absolute discretion with respect to the entitlement and/or vesting of the Awarded Shares on the Selected Participant and shall inform such Selected Participant the relevant conditions of the Award and the Awarded Shares provided that the vesting period for Awards shall not be less than 12 months unless under the specific circumstances set out below:
| (i) | to<br> provide competitive terms and conditions to individuals in that the Board considers are valuable<br> talent for the development and growth of the businesses of the Group in order to attract<br> and induce them in accepting the employment offer made by the Group to them; |
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| (ii) | in<br> the event that a Selected Participant retired at his normal retirement date, all the Award<br> Shares of the relevant Selected Participant, as determined by the Board in its absolute discretion,<br> shall be deemed to be vested on the day immediately prior to his normal retirement or such<br> earlier or later date by agreement with the relevant member of the Group; |
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| (iii) | in<br> the event of the death of a Selected Participants at any time prior to a Vesting Date, the<br> Award Shares of such Selected Participants shall be deemed to be vested on the day immediately<br> prior to his death; |
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| (iv) | in<br> the event of a change in control of the Company as defined in the Hong Kong Code on Takeovers<br> and Merges and Share Buy-back prior to the Vesting Date, the Board shall determine at its<br> absolute discretion whether such Award Shares shall vest to the Selected Participant; and |
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| (v) | in<br> the event that a notice is duly given by the Company to its Shareholders to convene a general<br> meeting for the purpose of considering a resolution for the voluntary winding-up of the Company<br> or an order of winding up of the Company is made, the Board shall determine at its discretion<br> whether such Award Shares shall vest to the Selected Participant and the time at which such<br> Award Shares shall vest. |
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| (6) | PERFORMANCE TARGETS |
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The Board is entitled to impose any terms and conditions (including a period of continued employment, engagement and/or service within the Group and/or any Related Entity after the Award shall become entitled and/or vested), as it deems appropriate in its absolute discretion with respect to the entitlement and/or vesting of the Awarded Shares on the Selected Participant.
| (7) | GRANT PRICE |
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Subject to the provision of the 2023 Share Award Scheme, the Board may grant Awards to any Selected Participant at no consideration.
| (8) | RIGHTS ATTACHING TO THE AWARD SHARES |
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A Selected Participant shall not have any interest or rights (including the right to receive dividends) in the Award Shares under an Award prior to the vesting date; and a Selected Participant shall have no voting rights in the Award Shares under an Award prior to the vesting date.
| (9) | AUTOMATIC CANCELLATION OF AN AWARD |
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An Award shall be automatically cancelled if
| (i) | the<br> Selected Participant fails to sign and return the acceptance form attached to the grant notice<br> before the expiry of the acceptance period; |
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| (ii) | the<br> Board does not receive the reply slip and the relevant duly signed documents from the Selected<br> Participant at least ten (10) Business Days prior to the vesting date; and |
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| (iii) | unless<br> otherwise waived or determined by the Board, the entitlement and vesting condition specified<br> in the grant notice are not fully satisfied prior to or on the relevant vesting date. If<br> any entitlement condition specified in the grant notice for any specific number of Award<br> Shares under an Award is being satisfied prior to or on the relevant vesting date, such number<br> of Award Shares shall, upon the vesting condition for those entitled Award Shares being satisfied<br> prior to or on the relevant vesting date, be vested to the Selected Participant on the relevant<br> vesting date and any remaining number of Award Shares the entitlement condition is not being<br> satisfied prior to or on the relevant vesting date shall be automatically cancelled on the<br> relevant vesting date. |
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Awards that are cancelled in accordance with the terms of the 2023 Share Award Scheme shall not be regarded as utilized for the purpose of calculating the Scheme Mandate and the Service Provider Sublimit.
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| (10) | CLAWBACK MECHANISM |
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In the event that prior to or on the vesting date, a Selected Participant is found to be an Excluded Participant or is deemed to cease to be an Eligible Participant upon occurrence of the following circumstances (unless the Board determines otherwise):
| (i) | where<br> such person has committed any act of fraud or dishonesty or serious misconduct, whether or<br> not in connection with his employment or engagement or service to any member of the Group<br> or Related Entity and whether or not it has resulted in his employment or engagement or service<br> being terminated by the relevant member of the Group or any Related Entity; |
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| (ii) | where<br> such person has been declared or adjudged to be bankrupt by a competent court or governmental<br> body or has failed to pay his debts as they fall due (after the expiry of any applicable<br> grace period) or has entered into any arrangement or composition with his creditors generally<br> or an administrator has taken possession of any of his assets; |
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| (iii) | where<br> such person has been convicted of any criminal offence; or |
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| (iv) | where<br> such person has been convicted of or is being held liable for any offence under or any breach<br> of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) or other securities<br> laws or regulations in Hong Kong or any other applicable laws or regulations in force from<br> time to time, |
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the relevant Award made to such Selected Participant shall automatically be cancelled. Such Selected Participant shall have no right or claim against the Company, any other member of the Group, the Board or with respect to those or any other Ordinary Shares or any right thereto or interest therein in any way.
Each Selected Participant that receives an Award is subject to recovery of the award benefits in accordance with the U.S. securities laws which were amended by the SEC on 26 October 2022. These U.S. securities laws require, among other matters, a clawback of award benefits to the extent of a restatement of the Company’s financial statements and that the Company adopt and enforce a recovery or clawback policy that complies with the U.S. securities laws and the requirements of the NYSE American. The Company is required to supplement its recovery or clawback policy to comply with such requirements under the U.S. securities laws and the NYSE American.
If it is concluded that the Company is required to prepare a financial accounting restatement due to its material non-compliance with any financial reporting requirement under the applicable securities laws in the period of that is no more than three years following the vesting of an Award to a Selected Participant, then the Company must recover from any Excluded Participant the part of the Award that was erroneously vested in such Excluded Participant, in accordance with any compensation recovery policy, adopted by the Company pursuant to the listing standards of any national securities exchange and as amended from time to time, to comply with its requirements under the rules of the SEC or the listing rules of any national stock exchange market on which the Company has any securities listed for trading, including the Company’s American Depositary Share(s). The amount erroneously vested will be determined based on the effect any such financial accounting restatement. Such Excluded Participant may not be insured against or indemnified for the loss of the part of the Award erroneously vested.
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| (11) | CAPITAL REORGANISATION |
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If the Company conducts a consolidation or subdivision of its Ordinary Shares after the Scheme Mandate or the Service Provider Sublimit has been approved in general meeting, the maximum number of Award Shares that may be issued in respect of all the Awards to be granted under the 2023 Share Award Scheme under the Scheme Mandate Limit or the Service Provider Sublimit as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same, rounded down to the nearest whole Ordinary Share.
| (12) | TRANSFERABILITY OF AWARDS GRANTED |
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Prior to the vesting date, any Award made under the 2023 Share Award Scheme shall be personal to the Selected Participant to whom it is made and shall not be assignable and no Selected Participant shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to the Award Shares referable to him pursuant to such Award unless a waiver is granted by the Stock Exchange allowing the transfer of the Awards from a Selected Participant to a vehicle (such as a trust or a private company) for the benefit of such Selected Participant and any family members of such Selected Participant (e.g. for estate planning or tax planning purposes) that would continue to meet the purpose of the Scheme and comply with the requirements of Chapter 17 of the Listing Rules.
| (13) | ALTERATION OF THE 2023 SHARE AWARD SCHEME AND CHANGE TO THE TERMS OF THE AWARDS |
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Except for those prohibited under the rules of the 2023 Share Award Scheme, the 2023 Share Award Scheme may be amended in any respect by a resolution of the Board provided that no such amendment shall operate to affect materially and adversely any subsisting rights of any Selected Participants thereunder.
Any alteration to the terms and conditions of the Awards granted to a Selected Participant must be approved by the Board, the remuneration committee, the independent non-executive Directors and/or the Shareholders (as the case may be) if the initial grant of the Awards was approved by the Board, the remuneration committee and/or the independent non-executive Directors and/or the Shareholders (as the case may be).
| (14) | TERMINATION |
|---|
The 2023 Share Award Scheme shall terminate on the earlier of: (i) the tenth anniversary date of the Adoption Date; and (ii) such date of early termination as determined by the Company by ordinary resolution in general meeting or the Board by a resolution of the Board, provided that such termination shall not affect any subsisting rights of any Selected Participant hereunder.
Upon termination of the 2023 Share Award Scheme, (i) no further grant of Award or Awarded Shares may be made under the 2023 Share Award Scheme; and (ii) all the Awards of the Selected Participant granted under the Scheme shall continue to be valid and effective and become vested in the Selected Participant according to the terms and conditions of the Award.
| - A-7 - |
| --- |
|---|
| --- |
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)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICEIS HEREBY GIVEN an extraordinary general meeting (the “EGM”) of Graphex Group Limited (the “Company”) will be held at 11/F., COFCO Tower, 262 Gloucester Road, Causeway Bay, Hong Kong on Monday, 6 February 2023 at 2:30 p.m. (Hong Kong time) for the purpose of considering and, if thought fit, passing, without modifications, the following ordinary resolution of the Company. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 12 January 2023 (the “Circular”).
ORDINARY RESOLUTIONS
To consider and, if thought fit, to pass with or without amendments, the following resolutions as ordinary resolutions:
| 1. | “THAT,<br> subject to and conditional upon the Listing Committee of the Stock Exchange granting approval<br> for the listing of, and permission to deal in, the Ordinary Shares which may fall to be issued<br> and allotted on to the vesting of any Awarded Shares pursuant to any Awards which may be<br> granted under the 2023 Share Award Scheme, the rules of which are contained in the document<br> marked “A” produced to this meeting and signed by the chairman of this<br> meeting for identification purpose, the 2023 Share Award Scheme and the Scheme Mandate limit<br> of 68,349,307 Ordinary Shares be and is hereby approved and adopted and the Directors be<br> and are hereby authorised to take all such steps and attend all such matters, approve and<br> execute (whether under hand or under seal) such documents and do such other things, for and<br> on behalf of the Company, as the Directors may consider necessary, desirable or expedient<br> to effect and implement the 2023 Share Award Scheme, including without limitation, |
|---|---|
| (i) | administering<br> the 2023 Share Award Scheme under which Awards will be granted to Eligible Participants under<br> the 2023 Share Award Scheme; |
| --- | --- |
| (ii) | modifying<br> and/or amending the 2023 Share Award Scheme from time to time provided that such modification<br> and/or amendment is effected in accordance with the provisions of the 2023 Share Award Scheme<br> relating to modification and/or amendment and the requirements of the Listing Rules; |
| --- | --- |
| - EGM-1 - |
| --- | |
|---|---|
| --- | |
| (iii) | granting<br> Awards to Selected Participants under the 2023 Share Awards Scheme and allotting and issuing<br> from time to time such number of Awarded Shares as may be required to be issued pursuant<br> to the vesting of the Awards that may be granted under the 2023 Share Award Scheme and subject<br> to the Listing Rules; |
| --- | --- |
| (iv) | making<br> application at the appropriate time or times to the Stock Exchange, and any other stock exchanges<br> upon which the issued Ordinary Shares of the Company may for the time being listed, for the<br> listing of, and permission to deal in, any new Awarded Shares or any part thereof that may<br> hereafter from time to time be allotted and issued pursuant to the vesting of the Award granted<br> under the 2023 Share Award Scheme; and |
| --- | --- |
| (v) | consenting,<br> if it so deems fit and expedient, to such conditions, modifications and/or variations as<br> may be required or imposed by the relevant authorities in relation to the 2023 Share Award<br> Scheme.” |
| --- | --- |
| 2. | “THAT,<br> conditional on the passing of the ordinary resolution no. 1 set out in this notice and adoption<br> of the 2023 Share Award Scheme, the Service Provider Sublimit (as defined in the 2023 Share<br> Award Scheme) on the total number of Award Shares that may be issued in respect of all Awards<br> to be granted to Service Providers under the Share Award Scheme be and is hereby approved<br> and adopted and the Directors be and are hereby authorised to take all such steps and attend<br> all such matters, approve and execute (whether under hand or under seal) such documents and<br> do such other things, for and on behalf of the Company, as the Directors may consider necessary,<br> desirable or expedient to effect and implement the Service Provider Sublimit.” |
| --- | --- |
| By order of the board | |
| --- | |
| Graphex<br> Group Limited | |
| Lau Hing<br> Tat Patrick | |
| Chairman |
Hong Kong, 12 January 2023
| Registered office: | Headquarter, head office and principal place of business in Hong Kong: |
|---|---|
| Windward 3 | 11/F, COFCO Tower |
| Regatta Office Park | 262 Gloucester Road |
| P.O. Box 1350 | Causeway Bay |
| Grand Cayman | Hong Kong |
| KY1-1108 | |
| Cayman Islands |
| - EGM-2 - |
| --- |
|---|
| --- |
Notes:
| 1. | Any<br> member of the Company entitled to attend and vote at the EGM is entitled to appoint one or<br> more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of<br> the Company. |
|---|---|
| 2. | In<br> order to be valid, a form of proxy, together with the power of attorney or other authority<br> (if any) under which it is signed, or a notarially certified copy thereof, must be deposited<br> at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited,<br> 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before<br> the time for holding the EGM. Completion and return of a form of proxy will not preclude<br> a member from attending and voting in person if he is subsequently able to be present. |
| --- | --- |
| 3. | In<br> case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote,<br> whether in person or by proxy, will be accepted to the exclusion of the votes of the other<br> joint shareholder(s) and for this purpose seniority will be determined by the order in which<br> the names stand in the register of members of the Company in respect of the joint shareholding. |
| --- | --- |
| 4. | For<br> the purposes of holding the EGM, the register of members of the Company will be closed from<br> Wednesday, 1 February 2023 to Monday, 6 February 2023 (both days inclusive), for the purpose<br> of determining the entitlement to attend and vote at the EGM scheduled to be held on Monday,<br> 6 February 2023. In order to be eligible to attend and vote at the EGM, all transfer forms<br> accompanied by the relevant share certificates must be lodged with the Company’s branch<br> share registrar in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre,<br> 16 Harcourt Road, Hong Kong not later than 4:30 p.m. (Hong Kong time) on Tuesday, 31 January<br> 2023. |
| --- | --- |
| 5. | If<br> “extreme condition” caused by super typhoon or a black rainstorm warning signal<br> is in force or a tropical cyclone warning signal number 8 or above remains hoisted at 8:00<br> a.m. (Hong Kong time) on 6 February 2023, the above meeting will be postponed. Shareholders<br> of the Company are requested to read the website of the Company at www.graphexgroup.com for<br> details of alternative meeting arrangements. If shareholders of the Company have any queries<br> concerning the alternative meeting arrangements, please call the Company at (852) 2559 9438<br> during business hours from 9:30 a.m. to 6:30 p.m. (Hong Kong time) on Monday to Friday, excluding<br> public holidays. |
| --- | --- |
| 6. | The<br> EGM will be held as scheduled when an amber or red rainstorm warning signal is in force. |
| --- | --- |
| 7. | Shareholders<br> of the Company should make their own decision as to whether they would attend the above meeting<br> under bad weather conditions bearing in mind their own situation and if they should choose<br> to do so, they are advised to exercise care and caution. |
| --- | --- |
| 8. | In<br> view of the recent development of the epidemic COVID-19, the Company will implement the following<br> precautionary measures at the EGM against the epidemic to protect the Shareholders from the<br> risk of infection: |
| --- | --- |
| (i) | compulsory<br> body temperature check will be conducted for every Shareholder or proxy at the entrance of<br> the venue. Any person with a body temperature of over 37.0 degrees Celsius will not be admitted<br> to the venue; |
| --- | --- |
| (ii) | every<br> Shareholder or proxy attending the EGM is required to wear surgical mask throughout the meeting; |
| --- | --- |
| (iii) | seating<br> at the EGM venue will be arranged in a manner to allow appropriate social distancing. As<br> a result, there may be limited capacity for Shareholders to attend the EGM. The Company may<br> limit the number of attendees at the EGM as may be necessary to avoid over-crowding; |
| --- | --- |
| (iv) | no<br> corporate gifts will be distributed and no refreshment or drinks will be served at the EGM;<br> and |
| --- | --- |
| - EGM-3 - |
| --- | |
|---|---|
| --- | |
| (v) | no<br> guest will be allowed to enter the EGM venue if he/she is subject to any mandatory quarantine<br> imposed by the Government of Hong Kong on the date of the EGM or has close contact with any<br> person with confirmed cases or under quarantine. |
| --- | --- |
| 9. | The<br> Company strongly encourages Shareholders, instead of attending the EGM in person, to appoint<br> the chairman of the EGM as their proxy to vote on the resolution. |
| --- | --- |
| 10. | Due<br> to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required<br> to change the EGM arrangements at short notice. Shareholders should check the Company’s<br> website (https://graphexgroup.com/) or the website of the Stock Exchange (www.hkex.com.hk)<br> for future announcements and update on the EGM arrangement. |
| --- | --- |
As at the date of this notice, 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.
| - EGM-4 - |
| --- |
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)
PROXYFORM
PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING OR
ATANY ADJOURNMENT THEREOF (“MEETING”)
I/We^1^____________________________________________________________of_________________________being the registered holder(s) of **_**share(s)^2^ of HK$0.01 each in the share capital of Graphex Group Limited (the “Company”), hereby appoint^3^the Chairman of the Meeting or____________of_______________________________________________________________________________to act as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting to be held at 11/F., COFCO Tower, 262 Gloucester Road, Causeway Bay, Hong Kong on Monday, 6 February 2023 at 2:30 p.m. (Hong Kong time) and at any adjournment thereof for the purpose of considering, if thought fit, passing the resolutions set out in the notice convening the Meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit properly put to the Meeting.
| ORDINARY RESOLUTIONS | FOR^4^ | AGAINST^4^ | ||
|---|---|---|---|---|
| 1. | To<br> approve, subject to and conditional upon the Listing Committee of the Stock Exchange granting approval for the listing of, and permission<br> to deal in, the Ordinary Shares which may fall to be issued and allotted on the vesting of any Awarded Shares pursuant to any Awards<br> which may be granted under the 2023 Share Award Scheme, and the adoption of the rules of which are contained in the document marked<br> “A” produced to this meeting and signed by the chairman of this meeting for identification purpose, and the Scheme Mandate<br> limit of 68,349,307 Ordinary Shares, and to authorise the Directors to take all such steps and attend all such matters, to approve<br> and execute (whether under hand or under seal) such documents and to do such other things, for and on behalf of the Company, as the<br> Directors may consider necessary, desirable or expedient to effect and implement the 2023 Share Award Scheme, including without limitation, | |||
| (i) | administering<br> the 2023 Share Award Scheme under which Awards will be granted to Eligible Participants under<br> the 2023 Share Award Scheme; | |||
| (ii) | modifying<br> and/or amending the 2023 Share Award Scheme from time to time provided that such modification and/or amendment is effected in accordance<br> with the provisions of the 2023 Share Award Scheme relating to modification and/or amendment and the requirements of the Listing<br> Rules; | |||
| (iii) | granting<br> Awards to Selected Participants under the 2023 Share Awards Scheme and allotting and issuing from time to time such number of Awarded<br> Shares as may be required to be issued pursuant to the vesting of the Awards that may be granted under the 2023 Share Award Scheme<br> and subject to the Listing Rules; | |||
| (iv) | making<br> application at the appropriate time or times to the Stock Exchange, and any other stock exchanges upon which the issued Ordinary<br> Shares of the Company may for the time being be listed, for the listing of, and permission to deal in, any new Awarded Shares or<br> any part thereof that may hereafter from time to time be allotted and issued pursuant to the vesting of the Award granted under the<br> 2023 Share Award Scheme; and | |||
| (v) | consenting,<br> if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant<br> authorities in relation to the 2023 Share Award Scheme. | |||
| ORDINARY RESOLUTIONS | FOR^4^ | AGAINST^4^ | ||
| --- | --- | --- | --- | |
| 2 | To<br> approve, conditional on the passing of the ordinary resolution no. 1 set out in this notice and adoption of the 2023 Share Award<br> Scheme, the adoption of the Service Provider Sublimit (as defined in the 2023 Share Award Scheme) on the total number of Award Shares<br> that may be issued in respect of all Awards to be granted to Service Providers under the Share Award Scheme and to authorise the<br> Directors to take all such steps and attend all such matters, to approve and execute (whether under hand or under seal) such documents<br> and to do such other things, for and on behalf of the Company, as the Directors may consider necessary, desirable or expedient to<br> effect and implement the Service Provider Sublimit. | |||
| Dated: | Shareholder’s<br> signature: | |||
| --- | --- |
Notes:
| 1. | Full<br> name(s) and address(es) to be inserted in BLOCK CAPITALS. |
|---|---|
| 2. | Please<br> insert the number of shares registered in your name(s). If no number is inserted, this form<br> of proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
| 3. | If<br> any proxy other than the Chairman of the Meeting is preferred, delete words “the Chairman<br> of the Meeting or” and insert the name and address of the proxy desired in the space<br> provided. |
| 4. | IMPORTANT:<br> IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH<br> TO VOTE AGAINST A RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick<br> a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be<br> entitled to vote at his discretion on any resolution properly put to the Meeting other than<br> those referred to in the notice convening the Meeting. |
| 5. | The<br> description of this resolution is by way of summary only. The full text appears in the Notice<br> of the Meeting. |
| 6. | To<br> be valid, the proxy form together with a power of attorney or other authority, if any, under<br> which it is signed, or a notarially certified copy of such power or authority must be deposited<br> at the Company’s branch share registrar, Tricor Investor Services Limited, 17/F, Far<br> East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed<br> for holding the Meeting or any adjournment thereof. |
| 7. | This<br> proxy form must be signed by you or your attorney duly authorized in writing or in the case<br> of a corporation must either be executed under its common seal or under the hand of an officer<br> or attorney or other person duly authorized. |
| 8. | In<br> the case of joint holders, the vote of the senior who tenders a vote, whether in person or<br> proxy, will be accepted to the exclusion of the votes of the joint holder(s), and for this<br> purpose seniority will be determined by the order in which the names stand in the register<br> of members of the Company. |
| 9. | Any<br> member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint<br> more than one proxy to attend and vote instead of him. A proxy need not be a member of the<br> Company but must attend the Meeting in person to represent you. |
| 10. | Completion<br> and return of this form of proxy will not preclude you from attending and voting in person<br> at the Meeting or at any adjournment thereof if you so wish and, in such event, the appointed<br> proxy shall be deemed to have been revoked. |
| 11. | Any<br> alteration made to this form of proxy must be initialed by the person who signs it. |
Exhibit 99.4
GRAPHEX GROUP LIMITED
Graphex Group Limited (the “Company”) has advised the Depositary that the Circular pertaining to the Company’s upcoming Extraordinary General Meeting of Shareholders (“EGM”) that is scheduled to be held on February 6, 2023 are available for viewing under “Investors” section of the Company’s website https://graphexgroup.com/investors The Corporate Communications are also available on the HKEXnews website at www.hkexnews.hk. If you do not have access to the internet and would like to obtain a hard copy of the Notice of Meeting and/or Circular, you may receive one by contacting the Company at (313) 217-3300, or via email at info@graphexgroup.com, or writing to:
Graphex Group Limited
11/F COFCO Tower
262 Gloucester Road
Causeway Bay
Hong Kong
Attn: Mr. Paul Kwok, Secretary
Exhibit 99.5
Exhibit99.6
Document “A”
Chairman of the Meeting
RULESRELATING TO
THEGRAPHEX GROUP SHARE AWARD SCHEME
Adoption Date: [*] 2023
Tableof Contents
| Contents | Page | |
|---|---|---|
| 1. | Definitions<br> and Interpretation | 1 |
| 2. | Purposes<br> and Objectives | 5 |
| 3. | Duration | 5 |
| 4. | Eligible<br> Participants | 5 |
| 5. | Administration | 6 |
| 6. | Operation<br> of Scheme | 6 |
| 7. | Scheme<br> Mandate Limit | 14 |
| 8. | Takeover<br> and Alteration of Share Capital, etc. | 16 |
| 9. | Disputes | 16 |
| 10. | Alteration<br> of the Scheme and the terms and conditions of the Awards | 16 |
| 11. | Termination | 17 |
| 12. | Withholding | 18 |
| 13. | Miscellaneous | 18 |
| 14. | Governing<br> Law, etc. | 19 |
| Appendix<br> 1 – Grant Notice | 20 | |
| Appendix<br> 2 – Vesting Notice | 23 | |
| 1. | DEFINITIONS AND INTERPRETATION | |
| --- | --- | --- |
| (A) | In<br> these rules of the Scheme, unless the context otherwise requires, the following words and<br> expressions shall have the meanings shown opposite to them below:- | |
| “Acceptance Period” | has<br> the meaning ascribed to it in Paragraph 6.6(B); | |
| “Adoption Date” | [*]<br> 2023, being the date on which the Scheme is adopted by the Company by an ordinary resolution<br> passed by the Shareholders in general meeting; | |
| “American Depositary<br><br> <br>Share(s)” | the<br> securities that are listed on the NYSE American and traded under the symbol “GRFX”,<br> each representing 20 Shares; | |
| “Articles” | the<br> articles of association of the Company from time to time; | |
| “associate” | has<br> the meaning ascribed to it in the Listing Rules; | |
| “Award” | an<br> award of Awarded Shares by the Board pursuant to Paragraph 6.1(A) to a Selected Participant; | |
| “Awarded Shares” | in<br> respect of a Selected Participant, such number of Shares determined by the Board and issued<br> by the Company to the Selected Participant pursuant to the Scheme; | |
| “Board” | the<br> board of Directors; such committee or such sub-committee or person(s) delegated with the<br> power and authority by the board of Directors to administer the Scheme; | |
| “Business Day” | a<br> day (other than Saturday) on which the Stock Exchange is open for trading and on which banks<br> are open for business in Hong Kong; | |
| “close associate” | has<br> the meaning ascribed to it in the Listing Rules; | |
| “Company” | Graphex<br> Group Limited (烯石電動汽車新材料控股有限公司),<br> an exempted company incorporated in the Cayman Islands with limited liability, the ordinary<br> shares of which are listed on the Main Board of the Stock Exchange and the American Depositary<br> Shares of which are listed on the NYSE American; |
| 1 |
| --- | | “connected person” | has<br> the meaning ascribed to it in the Listing Rules; | | --- | --- | | “controlling shareholder” | has<br> the meaning ascribed to it in the Listing Rules; | | “core connected person” | has<br> the meaning ascribed to it in the Listing Rules; | | “Director” | director<br> of the Company for the time being; | | “Eligible Participant” | includes<br> an Employee Participant, a Related Entity Participant and a Service Provider; | | “Employee Participant” | has<br> the meaning ascribed to it in Paragraph 4(A)(i); | | “Excluded Participant” | any<br> Eligible Participant who is (1) resident in a place where the award of the Awarded Shares<br> and/or vesting and transfer of the Awarded Shares pursuant to the terms of the equity based<br> incentive program is not permitted under the laws and regulations of such place; (2) where<br> in the view of the Board, compliance with the applicable laws or regulations in such place<br> makes it necessary or expedient to exclude such Eligible Participant; or (3) is a person<br> that is defined as “Executive Officer” under Section 240.10D-1(d) of the U.S.<br> Securities Exchange Act of 1934, as amended, or is otherwise required under U.S. securities<br> laws or the rules any securities exchange or association where the Company has any securities<br> traded, including its American Depository Shares, to be subject to recoupment in accordance<br> under any clawback policy that the Company is required to adopt pursuant to the listing standards<br> of any national securities exchange or association on which the Company’s securities<br> are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer<br> Protection Act or other applicable law; | | “Grant Notice” | has<br> the meaning ascribed to it in Paragraph 6.6(A); | | “Group” | the<br> Company and its Subsidiaries from time to time, and “member of the Group” means<br> any or a specific one of them; | | “HK$” | Hong<br> Kong dollar, the lawful currency of Hong Kong; | | “Hong Kong” | the<br> Hong Kong Special Administrative Region of the People’s Republic of China; |
| 2 |
| --- | | “Listing Rules” | The<br> Rules Governing the Listing of Securities on the Stock Exchange, including their appendices,<br> made by the Stock Exchange from time to time; | | --- | --- | | “NYSE American” | the<br> NYSE American LLC stock exchange market; | | “Related Entity(ies)” | holding<br> companies, fellow subsidiaries or associated companies of the Company; | | “Related Entity Participant” | has<br> the meaning ascribed to it in Paragraph 4(A)(ii); | | “Scheme” | the<br> “Graphex Group Share Award Scheme” constituted by the rules hereof, in its present<br> form or as amended from time to time in accordance with the provisions hereof; | | “Scheme Mandate Limit” | has<br> the meaning ascribed to it in Paragraph 7(A); | | “SEC” | the<br> U.S. Securities and Exchange Commission; | | “Selected Participant” | Eligible<br> Participant selected by the Board to grant Award of such number of Awarded Shares pursuant<br> to Paragraph 6.1(A); | | “Service Provider” | has<br> the meaning ascribed to it in Paragraph 4(A)(iii); | | “Service Provider Sublimit” | has<br> the meaning ascribed to it in Paragraph 7(B); | | “SFO” | the<br> Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong); | | “Share(s)” | ordinary<br> share in the capital of the Company with a nominal value of HK$0.01 each (or of such other<br> nominal amount as shall result from a subdivision, consolidation, reclassification, reduction<br> or reconstruction of the share capital of the Company from time to time); | | “Shareholder(s)” | holder(s)<br> of Share; | | “Share Schemes” | include<br> share option schemes and share award schemes; | | “Stock Exchange” | The<br> Stock Exchange of Hong Kong Limited; |
| 3 |
| --- | | “Subsidiary” | a<br> company which is for the time being and from time to time a subsidiary (within the meaning<br> given under section 15 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong))<br> of the Company, whether incorporated in Hong Kong or elsewhere; | | --- | --- | | “substantial shareholder” | has<br> the meaning ascribed to it in the Listing Rules; | | “Vesting Date” | in<br> respect of a Selected Participant, the date on which his entitlement to the Awarded Shares<br> is vested in such Selected Participant in accordance with Paragraph 6.8 and other terms of<br> the Scheme; | | “Vesting Notice” | has<br> the meaning ascribed to it in Paragraph 6.8(B)(i); and | | “U.S.” | United<br> States. | | (B) | In<br> these rules of the Scheme, save where the context otherwise requires:- | | | --- | --- | --- | | | (i) | the<br> headings are inserted for convenience only and shall not limit, vary, extend or otherwise<br> affect the construction of any provision of these rules of the Scheme; | | | (ii) | references<br> to Paragraphs and Schedules are references to paragraphs and schedules of these rules of<br> the Scheme; | | | (iii) | references<br> to any statute or statutory provision shall be construed as references to such statute or<br> statutory provision as respectively amended, consolidated or re-enacted, or as its operation<br> is modified by any other statute or statutory provision (whether with or without modification),<br> and shall include any subsidiary legislation enacted under the relevant statute; | | | (iv) | expressions<br> in the singular shall include the plural and vice versa; | | | (v) | expressions<br> in any gender shall include other genders; and | | | (vi) | references<br> to persons shall include bodies corporate, corporations, partnerships, sole proprietorships,<br> organisations, associations, enterprises, branches and entities of any other kind. |
| 4 |
| --- | |||
|---|---|---|---|
| --- | --- | --- | |
| (A) | The<br> specific objectives of the Scheme are:- | ||
| (i) | to<br> attract talents, suitable personnel and entities that are Eligible Participants who will<br> accept Awarded Shares as part of their remuneration, compensation or payment packages for<br> the development and growth of the businesses of the Group and Related Entities; | ||
| (ii) | to<br> award certain Selected Participants with Awarded Shares for accepting their appointments,<br> employments or engagement by the Group and Related Entities; and | ||
| (iii) | to<br> recognise the contributions by certain Selected Participants and to provide them with incentives<br> in order to retain them for the continual operation, development and growth of the Group<br> and Related Entities; and | ||
| (iv) | to<br> improve or create sense of connection and/or loyalty of certain Selected Participants to<br> the Group and Related Entities. | ||
| (B) | These<br> rules of the Scheme serve to set out the terms and conditions upon which the incentive arrangement<br> for the Selected Participants shall operate. | ||
| 3. | DURATION<br><br> <br>**** | ||
| --- | --- | ||
| Subject<br> to any early termination as may be determined by the Board pursuant to Paragraph 11, the<br> Scheme shall be valid and effective for a term of 10 years commencing on the Adoption Date. | |||
| 4. | ELIGIBLE PARTICIPANTS<br><br> <br>**** | ||
| --- | --- | --- | --- |
| (A) | The<br> Eligible Participants of the Scheme shall comprise the following: | ||
| (i) | Any<br> director and employee of the Company or any of its Subsidiaries (including any persons who<br> are granted Awards under the Scheme as an inducement to enter into employment contracts with<br> the Group) (“Employee Participant”). | ||
| (ii) | Any<br> director and employee of the Related Entities (“Related Entity Participant”);<br> and | ||
| (iii) | Any<br> person who provided services to the Group on a continuing or recurring basis in its ordinary<br> and usual course of business which are in the interest of long term growth of the Group (“Service Provider(s)”).<br><br> <br><br><br> <br>The<br> Service Providers include:- | ||
| (a) | suppliers<br> of services to any member of the Group; and | ||
| (b) | advisors<br> (professional or otherwise) or consultants to any area of business or business development<br> of any member of the Group. | ||
| For<br> the avoidance of doubt, the Service Providers exclude placing agents or financial advisers<br> providing advisory services to the Group for fundraising, mergers or acquisitions; and professional<br> service providers such as auditors or valuers who provide assurance or are required to perform<br> their services to the Group with impartiality and objectivity. |
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| (A) | The<br> Scheme shall be subject to the administration of the Board in accordance with these rules<br> of the Scheme. The decision of the Board with respect to any matter arising under the Scheme<br> (including the interpretation of any provision) shall be final and binding. |
| 6. | OPERATION OF SCHEME<br><br> <br>**** |
| --- | --- |
| 6.1 | Award<br> of Awarded Shares of Selected Participants |
| (A) | Subject<br> to the provisions of the Scheme, including but not limited to the restrictions set out in<br> Paragraphs 6.5 and 6.9, the Board may, from time to time, at its absolute discretion select<br> any Eligible Participant (other than any Excluded Participant) for participation in the Scheme<br> as a Selected Participant, and grant Awards to any Selected Participant at no consideration<br> and in such number and on and subject to such terms and conditions, including but not limited<br> to, the conditions of entitlement and/or vesting of the Awarded Shares, restrictions on transfer<br> of the Awarded Shares and the right to alter the terms and conditions of the Awards, as it<br> may in its absolute discretion determine. |
| (B) | The<br> Awards granted by the Board may, from time to time, at the absolute discretion of the Board<br> be satisfied by new Awarded Shares to be allotted and issued by the Company to the Selected<br> Participants under the Scheme Mandate Limit. |
| 6.2 | Issue<br> of new Awarded Shares |
| (A) | On<br> allotment and issue of new Awarded Shares, the Board shall cause to be paid the subscription<br> money for the new Awarded Shares, representing the nominal value of the new Awarded Shares<br> multiplied by the number of new Awarded Shares to be issued, from the Company’s resources. |
| (B) | The<br> Company shall comply with the relevant Listing Rules and any other applicable laws or regulations when issuing new Awarded Shares<br> and application shall be made to the Stock Exchange for the granting of, and permission to deal in, any new Awarded Shares to be<br> issued pursuant to the Scheme. |
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| --- | | 6.3 | Determination<br> of the number of Awarded Shares | | | --- | --- | --- | | (A) | In<br> determining the number of Awarded Shares to be granted to any Selected Participant (excluding<br> any Excluded Participant), the Board shall take into consideration matters including, but<br> without limitation to, | | | | (i) | for<br> Employee Participants, the responsibility taken up by them and whether they have demonstrated<br> efforts in improving and enhancing the revenues, profits, clientele, awards and goodwill<br> of the Group and whether they should be rewarded to further motivate their performances and<br> efficiencies for the benefit of the Group and whether they would accept Awarded Shares as<br> part of their remuneration or compensation package and as inducement for them to accept any<br> offer for appointment, employment or engagement extended by the Group to them; | | | (ii) | for<br> Related Entity Participants, the contributions to the returns and benefits of the Group’s<br> investment and/or interest in the Related Entity and the business synergy and opportunities<br> brought by them to the Group and/or the Related and whether they should be rewarded to further<br> motivate their performances for the benefit of the Group and/or the Related and whether they<br> would accept Awarded Shares as part of their remuneration or compensation package and as<br> inducement for them to accept any offer for appointment, employment or engagement extended<br> by the Related Entities to them; | | | (iii) | for<br> Service Providers, that are (a) suppliers of services to any member of the Group, the business synergy and opportunities brought<br> by them to the Group, the awards and goodwill created from the business relationships, strategic alliances and joint ventures enjoyed<br> by the Group and whether they should be rewarded to foster and further their business relationships or strategy alliances or joint<br> ventures with the Group; and (b) advisors (professional or otherwise) or consultants or experts to any area of business or business<br> development of any member of the Group, the value and benefit of the advices and/or results of research, development and technological<br> support to the businesses of the Group provided to and/or performed by and/or collaborated with them and whether they would accept<br> Awarded Shares as part of their retainer or service fee package. | | (B) | The Board is entitled to impose any terms and conditions (including a period of continued employment, engagement and/or service within the Group and/or any Related Entity after the Award shall become entitled and/or vested), as it deems appropriate in its absolute discretion with respect to the entitlement and/or vesting of the Awarded Shares on the Selected Participant and shall inform such Selected Participant the relevant conditions of the Award and the Awarded Shares PROVIDED that the vesting period for Awards shall not be less than 12 months unless under the specific circumstances set out in Paragraphs 6.3(C), 6.8(D) and (E) and 8(A) and (D). | | --- | --- |
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| --- | | (C) | The<br> Board may impose shorter vesting period on Awards granted to any Selected Participants who<br> are Employee Participants to provide competitive terms and conditions to individuals that<br> the Board considers are valuable talent for the development and growth of the businesses<br> of the Group in order to attract and induce them in accepting the employment offer made by<br> the Group to them. | | --- | --- | | (D) | Notwithstanding<br> any other provisions of the Scheme, subject to applicable laws and regulations, the Board<br> shall be at liberty to waive and/or alter any entitlement and/or vesting conditions of the<br> Awarded Shares and/or restrictions on transfer thereof referred to in Paragraphs 6.1(A) and<br> 6.3(B). | | 6.4 | Clawback<br> mechanism | | (A) | Each<br> Selected Participant that receives an Award is subject to recovery of the Award benefits<br> in accordance with the U.S. securities laws which were amended by the SEC on October 26,<br> 2022, which require, among other matters, a clawback of the Award benefits to the extent<br> of a restatement of the Company’s financial statements and that the Company adopt and<br> enforce a recovery or clawback policy that complies with the U.S. securities laws and the<br> requirements of the NYSE American. The Company is required to supplement its recovery or<br> clawback policy to comply with such requirements under the U.S. securities laws and the NYSE<br> American. | | (B) | If<br> it is concluded that the Company is required to prepare a financial accounting restatement due to its material non-compliance with<br> any financial reporting requirement under the applicable securities laws in the period of that is no more than three years following<br> the vesting of an Award to a Selected Participant, then such Selected Participant shall be deemed an Excluded Participant and the<br> Company shall be entitled to recover from any Excluded Participant the part of the Award that was erroneously vested in such Excluded<br> Participant, in accordance with any compensation recovery policy, adopted by the Company pursuant to the listing standards of any<br> national securities exchange and as amended from time to time, to comply with its requirements under the rules of the SEC or the<br> listing rules of any national stock exchange market on which the Company has any securities listed for trading, including the Company’s<br> American Depositary Share(s). The amount erroneously vested will be determined based on the effect any such financial accounting<br> restatement. Such Excluded Participant may not be insured against or indemnified for the loss of the part of the Award erroneously<br> vested. |
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| --- | | 6.5 | Limit<br> on granting Awards | | --- | --- | | (A) | No<br> Award shall be granted to any Selected Participant which would result in the total number<br> of (a) the Award Shares issued and to be issued under the Awards already granted or to be<br> granted to such Selected Participant under the Scheme (excluding any Awards cancelled in<br> accordance with the terms of the Scheme); and (b) any Shares issued and to be issued in respect<br> of all other options and awards (if any) granted to such Selected Participant, in the 12-month<br> period up to and including the date of such grant representing in aggregate over 1% of the<br> Shares in issue (the “1% Individual Limit”). Any grant of Awards that<br> shall exceed the 1% Individual Limit must be separately approved by Shareholders in general<br> meeting which such Selected Participant and his/her close associates (or associates if such<br> Selected Participant is a connected person) abstaining from voting and the Company must send<br> a circular to the Shareholders in compliance with the requirements of the Listing Rules. | | (B) | Any<br> grant of Awards to a Director, chief executive or substantial shareholder of the Company,<br> or any of their respective associates must be approved by the independent non-executive Directors<br> (excluding any independent non-executive Director who is the grantee of the Awards). | | (C) | No<br> Award shall be granted to any Selected Participant who is a Director (other than an independent<br> non-executive Director) or chief executive of the Company, or any of their associates which<br> would result in the total number of the Award Shares issued and to be issued under the Awards<br> already granted or to be granted to such Selected Participant under the Scheme (excluding<br> any Awards cancelled in accordance with the terms of the Scheme) in the 12-month period up<br> to and including the date of such grant, representing in aggregate over 0.1% of the Shares<br> in issue (the “0.1% Limit”). Any grant of Awards to such Selected Participant<br> that shall exceeds the 0.1% Limit must be approved by Shareholders in general meeting and<br> the Company must send a circular to the Shareholders in compliance with the requirements<br> of the Listing Rules. | | (D) | No<br> Award shall be granted to any Selected Participant who is an independent non-executive Director<br> or a substantial shareholder of the Company, or any of their respective associates which<br> would result in the total number of the Award Shares issued and to be issued under the Awards<br> already granted or to be granted to such Selected Participant under the Scheme (excluding<br> any Awards cancelled in accordance with the terms of the Scheme) in the 12-month period up<br> to and including the date of such grant, representing in aggregate over the 0.1% Limit. Any<br> grant of Awards to such Selected Participant that shall exceeds the 0.1% Limit must be approved<br> by Shareholders in general meeting and the Company must send a circular to the Shareholders<br> in compliance with the requirements of the Listing Rules. | | (E) | In<br> the event of any Award being granted under Paragraphs 6.5(C) and (D), the grantee of the Award and all core connected persons of<br> the Company must abstain from voting in favour at such general meeting convened to approve the granting of the Award and the Company<br> must comply with the requirements under rules 13.40, 13.41 and 13.42 of the Listing Rules. |
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| --- | | 6.6 | Grant<br> Notice and confirmation of acceptance | | | --- | --- | --- | | (A) | After<br> the Board has decided to make a grant of Award to any Selected Participant, the Board shall<br> send a notice in substantially the form set out in Appendix I (the “Grant Notice”)<br> to such Selected Employee within 5 Business Days after the grant was made, setting out the<br> number of Awarded Shares so granted and the terms and conditions, including but not limited<br> to, the entitlement conditions, the vesting period and/or vesting conditions and restrictions<br> on transfer thereof, upon which such Awarded Shares are granted. The number of Awarded Shares<br> specified in the Grant Notice shall, subject to acceptance by the relevant Selected Participant<br> in accordance with Paragraph 6.6(B), constitute the definitive number of Awarded Shares and<br> the conditions, including the entitlement conditions, the vesting period and/or vesting conditions<br> and restrictions on transfer thereof, upon which such Awarded Shares are being granted to<br> him. | | | (B) | Upon<br> receipt of the Grant Notice, the Selected Participant shall confirm acceptance of the Awarded<br> Shares and the terms and conditions upon which such Awarded Shares are being granted to him<br> by signing and returning to the Board the acceptance form attached to the Grant Notice within<br> 5 Business Days after the date of the Grant Notice (the “Acceptance Period”). | | | (C) | If<br> the Selected Participant fails to sign and return the acceptance form attached to the Grant<br> Notice before the expiry of the Acceptance Period, the grant of the Award to such Selected<br> Participant shall be cancelled forthwith. Such Selected Participant shall have no right or<br> claim against the Company, any other member of the Group, the Board or with respect to those<br> or any other Shares or any right thereto or interest therein in any way.<br><br> <br>**** | | | 6.7 | Disqualification<br> of Selected Participant | | | (A) | In<br> the event that prior to or on the Vesting Date, a Selected Participant is found to be an<br> Excluded Participant or is deemed to cease to be an Eligible Participant pursuant to Paragraph<br> 6.7(B), the relevant Award made to such Selected Participant shall automatically be cancelled<br> forthwith. Such Selected Participant shall have no right or claim against the Company, any<br> other member of the Group, the Board or with respect to those or any other Shares or any<br> right thereto or interest therein in any way. | | | (B) | Unless<br> the Board determines otherwise, the circumstances under which a person shall be treated as<br> having ceased to be an Eligible Participant, without limitation, the following: | | | | (i) | where<br> such person has committed any act of fraud or dishonesty or serious misconduct, whether or<br> not in connection with his employment or engagement or service to any member of the Group<br> or Related Entity and whether or not it has resulted in his employment or engagement or service<br> being terminated by the relevant member of the Group or any Related Entity; | | | (ii) | where<br> such person has been declared or adjudged to be bankrupt by a competent court or governmental<br> body or has failed to pay his debts as they fall due (after the expiry of any applicable<br> grace period) or has entered into any arrangement or composition with his creditors generally<br> or an administrator has taken possession of any of his assets; | | | (iii) | where<br> such person has been convicted of any criminal offence; or | | | (iv) | where<br> such person has been convicted of or is being held liable for any offence under or any breach of the Securities and Futures Ordinance<br> (Cap. 571 of the Laws of Hong Kong) or other securities laws or regulations in Hong Kong or any other applicable laws or regulations<br> in force from time to time. |
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| --- | | 6.8 | Vesting<br> of Awarded Shares | | | --- | --- | --- | | (A) | Subject<br> to the terms and condition of the Scheme and the fulfillment of all entitlement and/or vesting<br> conditions to the entitlement and/or vesting of the Awarded Shares on such Selected Participant<br> as specified in the Scheme and the Grant Notice (unless otherwise waived by the Board), the<br> Board shall on the Vesting Date (or if the Vesting Date is not a Business Day, on the next<br> Business Day) cause the Company to allot and issue to such Selected Participant such number<br> of new Awarded Shares as set out in the Grant Notice and the Board shall cause to be paid<br> the subscription money for the new Awarded Shares, representing the nominal value of the<br> new Awarded Shares multiplied by the number of new Awarded Shares to be issued, from the<br> Company’s resources. | | | (B) | Prior<br> to Vesting of the Awarded Shares, | | | | (i) | barring<br> any unforeseen circumstances, at least thirty (30) Business Days prior to the Vesting Date,<br> the Board shall send to the relevant Selected Participant a vesting notice in substantially<br> the form set out in Appendix 2 (the “Vesting Notice”) together with such<br> relevant documents which require the Selected Participant to execute to effect the Vesting<br> of the Awarded Shares; | | | (ii) | upon<br> receipt of the Vesting Notice, the Selected Participant (or his legal representative or lawful<br> successor as the case may be) is required to return to the Board the reply slip attached<br> to the Vesting Notice to confirm the securities account details, together with the relevant<br> duly signed documents. In the event that the Board does not receive the reply slip and the<br> relevant duly signed documents from the Selected Participant at least ten (10) Business Days<br> prior to the Vesting Date, the Awarded Shares (if any) referable to such Selected Participant<br> which would have otherwise vested in such Selected Participant shall be automatically cancelled;<br> and | | | (iii) | subject<br> to the receipt by the Board of (a) the reply slip to the Vesting Notice and relevant documents<br> duly signed by the Selected Participant within the period stipulated in the Vesting Notice<br> referred to in Paragraph 6.8(B)(ii) and (b) certified copies of the identification documents<br> of the Selected Participant, the Board shall cause the certificate for the relevant Awarded<br> Shares to be issued to the relevant Selected Participant as soon as practicable on or after<br> the Vesting Date and in any event not later than twenty-eight (28) Business Days after the<br> Vesting Date. |
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| --- | | (C) | Prior<br> to the Vesting Date, any Award made hereunder shall be personal to the Selected Participant<br> to whom it is made and shall not be assignable and no Selected Participant shall in any way<br> sell, transfer, charge, mortgage, encumber or create any interest in favour of any other<br> person over or in relation to the Awarded Shares referable to him pursuant to such Award<br> unless a waiver is granted by the Stock Exchange allowing the transfer of the Awards from<br> a Selected Participant to a vehicle (such as a trust or a private company) for the benefit<br> of such Selected Participant and nay family members of such Selected Participant (e.g. for<br> estate planning or tax planning purposes) that would continue to meet the purpose of the<br> Scheme and comply with the requirements of Chapter 17 of the Listing Rules. | | --- | --- | | (D) | In<br> respect of a Selected Participant retired at his normal retirement, all the Awarded Shares<br> of the relevant Selected Participant, as determined by the Board in its absolute discretion,<br> shall be deemed to be vested on the day immediately prior to his normal retirement date or<br> such earlier or later date by agreement with the relevant member of the Group. | | (E) | In<br> respect of a Selected Participant died at any time prior to a Vesting Date, all the Awarded<br> Shares of such Selected Employee shall be deemed to be vested on the day immediately prior<br> to his death. In the event of the death of a Selected Participant, for the purpose of Vesting,<br> the Board shall extend the time period referred to in Paragraph 6.8(B) for two years from<br> the death of such Selected Participant (or such longer period as the Board shall in its absolute<br> discretion determine) for the legal personal representatives of such Selected Participant<br> to return to the Board the reply slip attached to the Vesting Notice to confirm the securities<br> account details, together with the relevant duly signed documents. If the legal personal<br> representatives of the Selected Participant does not return to the Board the reply slip attached<br> to the Vesting Notice to confirm the securities account details, together with the relevant<br> duly signed documents prescribed in Paragraph 6.8(B)(ii), the Award Shares (if any) referable<br> to such Selected Participant which would have otherwise vested in such Selected Participant<br> (or his legal representative or lawful successor as the case may be) shall upon the determination<br> of the Board at its absolute discretion be cancelled, and the legal personal representatives<br> or lawful successor of the Selected Participant shall have no claims against the Company.<br> If the Award Shares (if any) referable to such Selected Participant would otherwise become<br> bona vacantia, shall upon the determination of the Board at its absolute discretion be cancelled. | | (F) | Subject<br> to the terms and condition of the Scheme, in respect of any Award, unless otherwise waived or determined by the Board, the entitlement<br> and vesting conditions specified in the Grant Notice are not fully satisfied prior to or on the relevant Vesting Date, the Award<br> in respect of the relevant Vesting Date shall automatically be cancelled forthwith PROVIDED that if any entitlement condition specified<br> in the Grant Notice for any specific number of Awarded Shares under an Award is being satisfied prior to or on the relevant Vesting<br> Date, such number of Awarded Shares shall upon the vesting condition for those entitled Awarded Shares being satisfied prior to or<br> on the relevant Vesting Date, be vested on the Selected Participant on the relevant Vesting Date and any remaining number Awarded<br> Shares the entitlement condition is not being satisfied prior to or on the relevant Vesting Date shall be automatically cancelled<br> on the relevant Vesting Date. |
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| --- | | 6.9 | Other<br> terms and conditions | | | | --- | --- | --- | --- | | (A) | For<br> the avoidance of doubt, | | | | | (i) | a<br> Selected Participant shall not have any interest or rights (including the right to receive<br> dividends) in the Awarded Shares under an Award prior to the Vesting Date; | | | | (ii) | a<br> Selected Participant shall have no voting rights in the Awarded Shares under an Award prior<br> to the Vesting Date; | | | (B) | No<br> Award shall be made by the Board pursuant to Paragraph 6.1(A) where dealings in the Shares<br> are prohibited under any code or requirement of the Listing Rules and all applicable laws<br> from time to time. Without limiting the generality of the foregoing, no such instruction<br> is to be given and no such grant is to be made: | | | | | (i) | after<br> an event involving inside information in relation to affairs or securities of the Company<br> has occurred or a matter involving inside information in relation to the securities of the<br> Company has been the subject of a decision, until the trading day after such inside information<br> has been publicly announced in accordance with the applicable laws and the Listing Rules; | | | | (ii) | during<br> the period commencing one month immediately before the earlier of: | | | | | (a) | the<br> date of the Board meeting (as such date is first notified to the Stock Exchange under the<br> Listing Rules) for approving the Company’s results for any year, half-year, quarterly<br> or any other interim period (whether or not required under the Listing Rules); and | | | | (b) | the<br> deadline for the Company to announce its results for any year or half-year under the Listing<br> Rules, or quarterly or any other interim period (whether or not required under the Listing<br> Rules), | | | | and<br> ending on the date of the results announcement. For the avoidance of doubt, no Awards may<br> be granted during any period of delay in publishing a results announcement of the Company;<br> or | | | | (iii) | in<br> any circumstance which is prohibited under the Listing Rules, the SFO or any other law or<br> regulation or where any requisite approval from any governmental or regulatory authority<br> has not been granted. | | | (C) | No<br> Award shall be granted by the Board to an Eligible Participant who is a Director pursuant<br> to Paragraph 6.1(A) during a period in which the Directors are prohibited from dealing in<br> Shares pursuant to the Model Code for Securities and Transactions by Directors of Listed<br> Issuers prescribed by the Listing Rules, or the Company’s own equivalent code or by<br> any other applicable rules, regulations or law. | | | | (D) | In<br> respect of the administration of the Scheme, the Company shall comply with all applicable disclosure regulations including without<br> limitation those imposed by the Listing Rules from time to time. | | |
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| (A) | The<br> maximum number of Awarded Shares which may be issued in respect of all Awards to be granted under the Scheme must not in aggregate<br> exceed 10% of the Shares in issue as at the Adoption Date (the “Scheme Mandate Limit”). The Company shall not<br> grant any further Awards which will result in the total number of Award Shares in respect of all Awards granted/to be granted to<br> Selected Participants exceed the Scheme Mandate Limit. |
| (B) | The<br> maximum number of Awarded Shares which may be issued in respect of all Awards to be granted to Service Providers under the Scheme,<br> must not in aggregate exceed 50% of the Scheme Mandate Limit (“Service Provider Sublimit”). The Company shall<br> not grant any further Awards which will result in the total number of Award Shares in respect of all Awards granted/to be granted<br> to Service Providers exceed the Service Providers Sublimit.<br><br> <br>**** |
| (C) | Awards<br> that are cancelled in accordance with the terms of the Scheme shall not be regarded as utilized for the purpose of calculating the<br> Scheme Mandate Limit and the Service Provider Sublimit. |
| (D) | If<br> the Company conducts a consolidation or subdivision of its Shares after the Scheme Mandate Limit or the Service Provider Sublimit<br> has been approved in general meeting, the maximum number of Awarded Shares that may be issued in respect of all the Awards to be<br> granted under the Scheme under the Scheme Mandate Limit or the Service Provider Sublimit as a percentage of the total number of issued<br> Shares at the date immediately before and after such consolidation or subdivision shall be the same, rounded down to the nearest<br> whole Share. |
| (E) | Subject<br> to Paragraph 7(A), the Scheme Mandate Limit and the Service Provider Sublimit may be refreshed by the Company as follows: |
| (i) | the Company may seek approval by its Shareholders in general meeting for refreshing the Scheme Mandate Limit and the Service Provider Sublimit (as the case may be) under the Scheme after three years from the Adoption Date or from the date of Shareholders’ approval for the last refreshment; and |
| --- | --- |
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| --- | | | (ii) | Subject<br> to Paragraph 7(F) below, if the Company seeks to refresh the Scheme Mandate Limit and the<br> Service Provider Sublimit (as the case may be) under the Scheme within three year period<br> from the Adoption Date or from the date of Shareholders’ approval for the last refreshment,<br> such refreshment must be approved by the Shareholders in general meeting subject to the following<br> provisions: | | | --- | --- | --- | --- | | | | (a) | any<br> controlling shareholders of the Company and their associates (or if there is no controlling<br> shareholder, Directors (excluding independent non-executive Directors) and chief executive<br> of the Company and their respective associates) must abstain from voting in favour of the<br> relevant resolution at the general meeting; and | | | | (b) | The<br> Company must comply with the requirements under rules 13.39(6) and (7), 13.40, 13.41 and<br> 13.42 of the Listing Rules. | | | | PROVIDED<br> that Paragraphs 7(E)(ii)(a) and (b) above do not apply if the refreshment is made immediately<br> after an issue of securities by the Company to its Shareholders on a pro rata basis as set<br> out in rule 13.36(2)(a) of the Listing Rules such that the unused part of the Scheme Mandate<br> Limit (as a percentage of the Shares in issue) upon refreshment is the same as the unused<br> part of the Scheme Mandate Limit immediately before the issue of securities rounded to the<br> nearest whole Share. | | | (F) | The<br> total number of Shares which may be issued in respect of all Awards to be granted under all<br> the Share Schemes of the Company under the Scheme Mandate Limit or the Service Provider Sublimit<br> as (as the case may be) refreshed must not exceed 10% of the Shares in issue as at the date<br> of approval of the refreshed Scheme Mandate Limit or the Service Provider Sublimit Scheme<br> (as the case may be). | | | | (G) | The<br> Company may seek separate approval by the Shareholders in general meeting for granting Awards beyond the Scheme Mandate Limit provided<br> the Awards in excess of the limit are granted only to the Selected Participant(s) specifically identified by the Company before such<br> approval is sought and the Company must issue a circular to the Shareholders containing such relevant information from time to time<br> as required by the Listing Rules in relation to any such proposed grant to such Selected Participants. | | |
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| (A) | Notwithstanding<br> any other provision provided herein, if there occurs an event of change in control of the<br> Company, whether by way of offer, merger, scheme of arrangement or otherwise prior to the<br> Vesting Date, the Board shall determine at its absolute discretion whether such Awarded Shares<br> shall vest in the Selected Participant and the time at which such Awarded Shares shall vest.<br> For the purpose of this Paragraph 8(A), “control” shall have the meaning as specified<br> in the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs from time to time. | |
| (B) | In<br> the event of the Company undertakes a consolidation or subdivision of the Shares whist there<br> are outstanding Awards being granted or this Scheme remains in effect, such corresponding<br> alterations (if any) shall be made in the number or nominal amount of Awarded Shares to which<br> this Scheme or any Award relates (insofar as it is/they are not yet vested). | |
| (C) | A<br> Selected Participant shall not be entitled to any fractional Awarded Share arising out of<br> such consolidation or subdivision in respect of the Shares. | |
| (D) | If<br> notice is duly given by the Company to its Shareholders to convene a general meeting for<br> the purpose of considering a resolution for the voluntary winding-up of the Company (otherwise<br> than for the purposes of, and followed by, an amalgamation or reconstruction in such circumstances<br> that substantially the whole of the undertaking, assets and liabilities of the Company pass<br> to a successor company) or an order of winding up of the Company is made, the Board shall<br> determine at its discretion whether such Awarded Shares shall vest in the Selected Participant<br> and the time at which such the Awarded Shares shall vest. If the Board determines that any<br> Awarded Shares shall vest, it shall promptly notify the Selected Participant. | |
| 9. | DISPUTES | |
| --- | --- | |
| Any<br> dispute arising in connection with the Scheme shall be referred to the decision of the Board<br> whose decision shall be final and binding. | ||
| 10. | ALTERATION OF THE SCHEME AND THE TERMS AND CONDITIONS OF THE AWARDS | |
| --- | --- | --- |
| (A) | The<br> Scheme may be altered in any respect by a resolution of the Board except: | |
| (i) | any<br> alteration to the provisions relating to the matters set out in rule 17.03 of the Listing<br> Rules to the advantage of the Eligible Participants; | |
| (ii) | any<br> alterations to the terms and conditions of the Scheme which are of a material nature or any<br> change to the terms of Awards granted (except alterations which take effect automatically<br> under the existing terms of the Scheme); | |
| (iii) | any<br> change to the authority of the Directors in relation to any alteration to the terms of the<br> Scheme; | |
| (iv) | the<br> provisions of the Scheme as to the definitions of “Eligible Participant”, “Employee<br> Participant”, “Related Entity”, “Related Entity Participant”<br> and “Service Provider”; and | |
| (v) | the<br> provisions of paragraphs 3, 4, 6 (other than the time period referred to in 6.8(B)(i), (ii) and (iii) and 6.8(E)] and 7, which shall<br> only be altered with the prior sanction of a resolution of the Shareholders in general meeting, provided that no such alteration<br> shall operate to affect adversely the terms of issue of any Awards granted or agreed to be granted prior to such alteration. Any<br> alterations to the terms and conditions of the Scheme shall comply with the relevant requirements of Charter 17 of the Listing Rules. | |
| (B) | Subject<br> to Paragraph 10(A), the Scheme may be amended in any respect by a resolution of the Board<br> provided that no such amendment shall operate to affect materially and adversely any subsisting<br> rights of any Selected Participant hereunder. | |
| --- | --- | |
| (C) | Written<br> notice of any amendment to the Scheme shall be given to all Selected Participant. | |
| (D) | Any<br> alteration to the terms and conditions of the Awards granted to a Selected Participant must<br> be approved by the Board, the remuneration committee, the independent non-executive Directors<br> and/or the Shareholders (as the case may be) if the initial grant of the Awards was approved<br> by the Board, the remuneration committee and/or the independent non-executive Directors and/or<br> the Shareholders (as the case may be). | |
| (E) | Written<br> notice of any alteration of the terms and conditions of the Awards granted to a Selected Participant shall be given to such Selected<br> Participant. |
| 16 |
| --- | ||
|---|---|---|
| --- | --- | --- |
| (A) | The<br> Scheme shall terminate on the earlier of: | |
| (i) | the<br> tenth (10) anniversary date of the Adoption Date; and | |
| (ii) | such<br> date of early termination as determined by the Company by ordinary resolution in general<br> meeting or the Board by a resolution of the Board, | |
| PROVIDED<br> THAT such termination shall not affect any subsisting rights of any Selected Participant<br> hereunder. | ||
| (B) | Upon<br> termination of the Scheme, | |
| (i) | no<br> further grant of Award or Awarded Shares may be made under the Scheme; and | |
| (ii) | all<br> the Awards of the Selected Participant granted under the Scheme shall continue to be valid<br> and effective and become vested in the Selected Participant according to the terms and conditions<br> of the Award and Paragraphs 6.8. | |
| (C) | For<br> the avoidance of doubt, the temporary suspension of the granting of any Award shall not be<br> construed as a decision to terminate the operation of the Scheme. |
| 17 |
| --- | |
|---|---|
| --- | --- |
| (A) | The<br> Company or any Subsidiary shall be entitled to withhold, and any Selected Employee shall<br> be obliged to pay, the amount of any tax and/or social security contributions attributable<br> to or payable in connection with the grant of the Awarded Shares. |
| (B) | The<br> Board may establish appropriate procedures to provide for any such payment so as to ensure<br> that the Company or any Subsidiary receive advice concerning the occurrence of any event<br> which may create, or affect the timing or amount of, any obligation to pay or withhold any<br> such taxes or social security contributions or which may make available to the Company or<br> such Subsidiary any tax deduction resulting from the occurrence of such event. |
| (C) | The<br> Company or any Subsidiary may, by notice to the Selected Participant and subject to any rules<br> as the Board may adopt, require that the Selected Participant pay at the time of the Award<br> an amount estimated by the Company or any Subsidiary to cover all or a portion of the tax<br> and/or social security contributions attributable to or payable in connection with the Award. |
| 13. | MISCELLANEOUS |
| --- | --- |
| (A) | The<br> Scheme shall not form part of any contract of employment or provision of service between<br> the Company or any Subsidiary or any Related Entity and any Eligible Participant (including<br> any Selected Participant), and the rights and obligations between the Company or any Subsidiary<br> or any Related Entity and any Eligible Participant (including any Selected Participant) shall<br> not be affected by his participation in the Scheme or any right which he may have to participate<br> in it and the Scheme shall afford such Eligible Participant (including any Selected Participant)<br> no additional rights to compensation or damages in consequence of the termination or expiration<br> of such contract of employment or provision of service. |
| (B) | The<br> Company shall bear the costs of establishing and administering the Scheme, including, for<br> the avoidance of doubt, costs arising from communication as referred to in Paragraph 13(D),<br> expenses, stamp duty, and registration fees (if any) incurred in the allotment and issue<br> of Awarded Shares to Selected Participants on the relevant Vesting Date. For the avoidance<br> of doubt, the Company shall not be liable for any tax or expenses of such other nature payable<br> on the part of any Selected Participant in respect of any vesting of Awarded Shares. |
| (C) | In<br> the event that any tax, duty, levy or social security contribution in any jurisdiction is<br> payable by any Selected Participant in connection with the grant of any Awarded Shares or<br> the vesting (or otherwise the transfer) of any Awarded Shares, such Selected Participant<br> shall be responsible for the prompt payment of such tax, duty, levy or social security contribution<br> (as the case may be) and shall indemnify the Company against any loss, damage, liability,<br> costs and expenses arising from or in connection with any default or delay in the payment<br> thereof. |
| 18 |
| --- | | (D) | Any<br> notice or other communication between the Company and any Selected Participant may be given<br> by sending the same by prepaid post or by personal delivery to, in the case of the Company,<br> its head office and principal place of business in Hong Kong or such other address as notified<br> to the Selected Participant from time to time, and in the case of an Selected Participant,<br> his address as notified to the Company from time to time. Any notice or other communication<br> served by post shall be deemed to have been served 24 hours after the same was put in the<br> post. | | --- | --- | | (E) | The<br> Company and the Board shall not be responsible for any failure by any Selected Participant<br> to obtain any consent or approval required for such Selected Participant to participate in<br> the Scheme as a Selected Participant or for any tax, duty, expenses, fees or any other liability<br> to which he may become subject as a result of his participation in the Scheme. | | (F) | Each<br> and every provision hereof shall be treated as a separate provision and shall be severally<br> enforceable as such and in the event of any provision or provisions being or becoming unenforceable<br> in whole or in part. To the extent that any provision or provisions are unenforceable they<br> shall be deemed to be deleted from these rules of the Scheme, and any such deletion shall<br> not affect the enforceability of these rules of the Scheme as remain not so deleted. | | 14. | GOVERNING LAW, ETC. | | --- | --- | | (A) | The<br> Scheme shall operate subject to the Articles and any applicable law and regulations to which<br> the Company is subject. | | (B) | The<br> Scheme is governed by and shall be construed in accordance with the laws of Hong Kong. |
| 19 |
| --- |
Appendix 1
GRANTNOTICE
[Letterheadof Graphex Group Limited]
PRIVATEAND CONFIDENTIAL
[Date]
[Nameand address of Selected Participant]
Dear Sir/Sirs,
GrantNotice
We refer to the share award scheme adopted by the Company on [*] 2023 (the “Scheme”). Except as otherwise defined, capitalised terms used herein shall have the same meaning as defined in the rules relating to the Scheme (the “Scheme Rules”).
We are pleased to inform you that the board of directors of the Company (the “Board”) decided on [*] to grant you Awarded Shares under the Scheme. These Awarded Shares are being granted to you on and subject to the terms and conditions of the Scheme, including, without limitation, the entitlement and/or vesting conditions set out in Paragraph 6.8 of the Scheme Rules [and the entitlement and/orvesting conditions set out below], which provide that the Awarded Shares being granted to you will, subject to your acceptance, become entitled and/or vested in you in the proportion and on the dates as follows: [insert entitlement and/or vesting schedule from schemerules or as determined by the Board (if any)]
[Thegrant is also being made subject to the following conditions:
Insertconditions: e.g. that you will entitle to the following number of Awarded Shares for every completed period of continuous employmentwith us which shall be vested on you in accordance with the vesting schedule below
| No.<br> of Awarded Shares | Period<br> of Employment | Vesting<br> Schedule |
|---|---|---|
| [*] | After<br> you completed [*] months of continuous service | 12<br> months from the date of this Grant Notice |
| [*] | After<br> you completed [*] months of continuous service | 12<br> months from the date of this Grant Notice |
| [*] | After<br> you completed [*] months of continuous service | [*]<br> months from the date of this Grant Notice |
]
The grant of the Awarded Shares to you referred to above will only be effective if you sign and return the attached acceptance form to us within 5 Business Days after the date of this notice. If you fail to do this, the grant of the Award Shares to you referred to above will be cancelled forthwith and you will not have any right or claim against the Company, any other member of the Group, Related Entity, the Board or with respect to those or any other Awarded Shares or any right thereto or interest therein in any way.
| 20 |
| --- | | Yours<br> faithfully | | --- | | For<br> and on behalf of | | Graphex<br> Group Limited | | Name: | | Position: |
| 21 |
| --- |
AcceptanceForm
To: Graphex Group Limited
Dear Sirs,
I, (holder of [insert description of identity document] numbered [insert number]), confirm my acceptance of the Award being granted to me by the Board on behalf of the Company. I agree and accept that such Awarded Shares are being granted to me on and subject to the terms and conditions of the Scheme and the Grant Notice and I agree to be bound by those terms and conditions and the Scheme Rules.
| Full Name: |
|---|
| Date: |
| 22 |
| --- |
Appendix 2
VESTINGNOTICE
[Letterhead of Graphex Group Limited]
PRIVATEAND CONFIDENTIAL
[Date]
[Nameand address of Selected Participant]
Dear Sir/Sirs,
VestingNotice
We refer to the share award scheme adopted by the Company on [*] 2023 (the “Scheme”). Except as otherwise defined, capitalised terms used herein shall have the same meaning as defined in the rules relating to the Scheme (the “Scheme Rules”).
In accordance with the entitlement and/or vesting conditions set out in the Grant Notice, [insert number] Awarded Shares (the Vesting Shares) granted to and accepted by you will become vested in you on [insert date] (the Vesting Date), subject to [you remainingan Eligible Participant and not being an Excluded Participant on such date] [and all of the other conditions set out in the GrantNotice being satisfied].
The Vesting Shares will only be allotted and issued to you if you complete, sign and return the attached reply slip to us not later than [*] (being ten (10) Business Days before the Vesting Date). If you fail to do this, the Vesting Shares under the Award will be cancelled in accordance with the terms of the Scheme Rules and you will not have any right or claim against the Company, any other member of the Group, the Related Entity, the Board or with respect to those Vesting Shares or any right thereto or interest therein in any way.
| Yours<br> faithfully |
|---|
| For<br> and on behalf of |
| Graphex<br> Group Limited |
| Name: |
| Position: |
| 23 |
| --- |
ReplySlip
To: Graphex Group Limited
Dear Sirs,
I, holder of [insert description of identity document] numbered [insert number]), hereby accept the allotment and issue to me the Vesting Shares referred to in the above Vesting Notice to me by depositing them into the following securities account on the Vesting Date:
ForVesting Shares
Name of custodian/broker: ________________________________________
CCASS No. of custodian/broker: ___________________________________
Contact Person of custodian/broker: _________________________________
Telephone number of custodian/broker: ______________________________
Account Name: _________________________________________________
(Note:The Account must be in the sole name of the Selected Participant)
Account Number: _______________________________________________
| Signed<br> by the Selected Participant | Selected<br> Participant’s Signature verified by the Company |
|---|---|
| Name: | Name: |
| Position: |
*deleteas appropriate
| 24 |
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