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 March 2024
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 an issuer with its ordinary shares listed on The Stock Exchange of Hong Kong Limited (“HKSE”). Under the Rules Governing the Listing of Securities on the HKSE (“Listing Rules”), we are required to publish the announcement (the “Announcement”) regarding the confirmation and appointment of Maxim Group LLC (“Maxim”) as the Company’s consulting advisor to provide general consulting and related services (“Services”) to the Company in the United States. The terms of the agreement with Maxim include consideration of US$55,077 (equivalent to approximately HK$429,600) which will be satisfied by the Company allotting and issuing 2,400,000 new ordinary shares (the “Consideration Shares”) under the Company’s previously reported General Mandate at an issue price of HK$0.179 per ordinary share. The agreement with Maxim also includes a customary right of first offer to provide investment banking services during the term of the agreement and for an additional 12 months.
The terms of the engagement of Maxim provided above and the issuance of ordinary shares by the Company under its General Mandate are not complete and subject to the terms set forth on the Announcement that is provided as Exhibit 99.1 to this Report, which are incorporated herein by reference(and the description herein are qualified in their entirety by reference to such document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GRAPHEX<br> GROUP LIMTED | ||
|---|---|---|
| By: | /s/ Andross Chan | |
| Andross<br> Chan | ||
| Chief<br> Executive Officer | ||
| Date:<br> March 26, 2024 |
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EXHIBITINDEX
| Exhibit<br> No. | Exhibit |
|---|---|
| 99.1 | Announcement by the Company Published in Hong Kong dated 26 March 2024 Regarding Share Transaction Involving Issue Of Shares Under General Mandate |
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Exhibit99.1
HongKong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of this announcement.
Thisannouncement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for anysecurities of the Company in Hong Kong, the United States or elsewhere, nor shall it (or any part of it) or the fact of its distribution,form the basis of, or be relied on in connection with, any contract or invitation to subscribe for securities, and is provided for informationonly. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession the informationreferred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictionsmay constitute a violation of the laws of any such jurisdictions. Securities referred to in this announcement have not been issued, registeredin accordance with any securities laws and regulations or allowed to be offered to public or to circulate in Hong Kong, the United States,or elsewhere. No representation is made that any such securities will be issued or so registered or allowed to be offered to the publicor circulated in Hong Kong, the United States or elsewhere. Securities may not be offered or sold in the United States absent registrationunder the U.S. Securities Act of 1933, as amended (the “Securities Act”), or an exemption from registration underthe Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus that maybe obtained from the issuer and that will contain detailed information about the issuer and its management, as well as financial statements.
GRAPHEX GROUP LIMITED
烯 石 電 動 汽 車 新 材 料 控 股 有 限 公 司
(Incorporatedin the Cayman Islands with limited liability)
(Stockcode: 6128)
SHARETRANSACTION
INVOLVINGISSUE OF SHARES UNDER GENERAL MANDATE
The Board is pleased to announce that on 26 March 2024 (after trading hours of the Stock Exchange), the Company entered into an engagement letter (the “Engagement Letter”) to recognize and confirm the appointment of Maxim Group LLC (“Maxim”) as the Company’s consulting advisor to provide general consulting and related services (“Services”) to the Company in the United States.
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THE ENGAGEMENT LETTER
| Date: | 26<br> March 2024 (after trading hours) |
|---|---|
| Parties: | (i) |
| (ii) | |
| Terms: | From<br> 6 March 2023 till termination by written notice from either Maxim or the Company to the other party. |
| Services<br> provided/to be provided by Maxim to the Company: | including<br> certain or all of the followings: |
| (i) | |
| (ii) | |
| (iii) | |
| (iv) | |
| (v) | |
| (vi) | |
| Consideration: | US55,077<br> (equivalent to approximately HK429,600) which will be satisfied by the allotment and issue of 2,400,000 new Shares (the “Consideration<br> Shares”) |
| Governing<br> Law: | The<br> Engagement Letter shall be governed by the laws of New York. |
All values are in US Dollars.
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The Consideration
Under the Engagement Letter, the consideration (the “Consideration”) will be satisfied by the allotment and issue of 2,400,000 Consideration Shares upon execution of the Engagement Letter and as soon as applicable in compliance of the Listing Rules. The Consideration was determined after arm’s length negotiation between the Company and Maxim and having taken into accounts of the consulting and related services provided by Maxim to the Company including the quality of the non-deal investor meetings arranged by Maxim with the Company since its engagement. Based on the above, the Directors consider that the terms of the Engagement Letter (including the Consideration) are fair and reasonable and the entering into of the Engagement Letter is in the interests of the Company and its shareholders as a whole.
The Consideration Shares
The Consideration Shares will be allotted and issued at the Issue Price, credited as fully paid. The Consideration Shares, when allotted and issued, shall rank pari passu in all aspect with the Shares in issue on the date of allotment and issue of the Consideration Shares.
As at the date of this announcement, the Company has 898,570,941 Shares and 323,657,534 Preference Shares in issue and the 2,400,000 Consideration Shares represent (i) approximately 0.27% of the existing issued Shares as at the date of this announcement; and (ii) approximately 0.27% of the issued Shares as enlarged by the allotment and issue of the Consideration Shares.
The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.
The Consideration Shares will be allotted and issued pursuant to the General Mandate. The maximum number of new Shares that can be issued under the General Mandate is 155,489,383 Shares. As at the date of this announcement, 109,400,000 Shares have been issued under the General Mandate. Accordingly, the General Mandate has not been utilized by the Company and therefore no Shareholders’ approval is required under the Listing Rules for the allotment and issue of the Consideration Shares.
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EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY
For illustration purpose only, set out below is a summary of shareholding structure of the Shares (i) as at the date of this announcement; and (ii) immediately after allotment and issue of the Consideration Shares (assuming that there will be no change in the number of issued Shares between the date of this announcement up to the allotment and issue of the Consideration Shares):
| As at the date of <br><br>this announcement | Immediately upon the <br><br>allotment and issue of <br><br>the Consideration Shares | |||||||
|---|---|---|---|---|---|---|---|---|
| Shareholders | Number of<br> Shares | % | Number of<br> Shares | % | ||||
| Chan Yick Yan Andross | ||||||||
| (Note 2) | 97,920,887 | 10.90 | 97,920,887 | 10.87 | ||||
| Lau Hing Tat Patrick | ||||||||
| (Note 3) | 55,215,444 | 6.14 | 55,215,444 | 6.12 | ||||
| PBLA Limited | 75,123,669 | 8.36 | 75,123,669 | 8.34 | ||||
| Tycoon Partners Holdings Limited | 100,000,000 | 11.13 | 100,000,000 | 11.10 | ||||
| Maxim | – | – | 2,400,000 | 0.27 | ||||
| Public Shareholders | 570,310,941 | 63.47 | 570,310,941 | 63.30 | ||||
| Total | 898,570,941 | 100.00 | 900,970,941 | 100.00 |
Notes:
| 1. | The<br> above percentage figures are subject to rounding adjustments. |
|---|---|
| 2. | Mr.<br> Chan Yick Yan Andross, an Executive Director and the Chief Executive Officer of the Company, holds 4,204,000 Shares by himself and<br> 93,716,887 Shares through CYY Holdings Limited, a company wholly-owned by him. |
| 3. | Mr.<br> Lau Hing Tat, Patrick, the Chairman and an Executive Director of the Company, holds 9,212,000 Shares by himself and 46,003,444 Shares<br> through LSBJ Holdings Limited, a company wholly-owned by him. |
INFORMATION OF MAXIM
Maxim is a leading full-service investment bank, securities and wealth management firm headquartered in mid-town Manhattan. Maxim formed in 2002 as a spin-off of the US subsidiary of the global investment firm Investec. Maxim is a registered broker-dealer with the US Securities and Exchange Commission and the Municipal Securities Rulemaking Board.
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, Maxim and its ultimate beneficial owner(s) are Independent Third Parties.
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REASONS FOR AND BENEFITS OF THE ENTERING INTO THE ENGAGEMENT LETTER
The principal activities of the Group are development and processing of graphene products, in particular, graphite anode material for lithium-ion batteries used in electric vehicles, energy storage systems and other applications. The Group is also engaged in landscape architecture and design businesses.
Reference is made to the American Depositary Shares (“ADS”) of the Group has successfully been listed on the New York Stock Exchange American (“NYSE American”) situated in New York City, the United States with the stock symbol GRFX in August 2022. The NYSE American is one of the preeminent investment markets and exchanges in the world. After the listing of the ADS on NYSE American, the investors in addition to potential customers and suppliers in the North America will have access to gain greater knowledge in the Group. The Directors are of the view that as part of its marketing campaign, the engagement of Maxim helped to promote the businesses of the Group in US and increase the exposure and brand awareness of the Group in US market. Through the Services Maxim provided during the engagement with the Group, it has not only broadened the Shareholders’ base of the Company, promoted the Company’s corporate image and enhanced further liquidity of the Shares, but also provided greater access to the Company in the US capital markets.
The Board considers the entering into the Engagement Letter with Maxim is an effective marketing strategy as a means of increasing the recognition of the Group so as to improve the sustainable growth in the long-run and the terms of the Engagement Letter are on normal commercial terms, fair and reasonable and in the interest of the Company and its shareholders as a whole.
IMPLICATION UNDER THE LISTING RULES
As the applicable percentage ratio (as defined in the Listing Rules) in respect of the transactions contemplated under the Engagement Letter are less than 5% and the consideration of the Engagement Letter will be satisfied by the issue of the Consideration Shares, the transactions contemplated under the Engagement Letter therefore constitutes a share transaction on the part of the Company under the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules.
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DEFINITIONS
In this announcement, the following expressions have the following meanings unless the context requires otherwise.
| “Board” | the<br> board of Directors |
|---|---|
| “Company” | Graphex<br> Group Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the<br> Main Board of the Stock Exchange (stock code: 6128) |
| “connected<br> person(s) | has<br> the meaning ascribed to it under the Listing Rules |
| “Director(s)” | the<br> directors of the Company |
| “General<br> Mandate” | the<br> general mandate granted by the Shareholders to authorise the directors of the Company to issue and allot up to 155,489,383 Shares<br> of the Company pursuant to an ordinary resolution passed at the annual general meeting of the Company held on 29 June 2023 |
| “Group” | the<br> Company and its subsidiaries |
| “HK$” | Hong<br> Kong dollars, the lawful currency of Hong Kong |
| “Hong<br> Kong” | the<br> Hong Kong Special Administrative Region of PRC |
| “Independent<br> Third Party(ies)” | party(ies)<br> who is/are independent of the Company and its connected person(s) within the meaning of the Listing Rules |
| “Issue<br> Price” | the<br> issue price of approximately HK$ 0.179 per Consideration Share |
| “Listing<br> Rules” | the<br> Rules Governing the Listing of Securities on the Stock Exchange |
| “Preference<br> Share(s)” | the<br> non-voting and non-convertible preference share(s) with a nominal value of HK$0.01 each in the capital of the Company |
| “Share(s)” | ordinary<br> share(s) with a nominal value of HK$0.01 each in the capital of the Company |
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| --- | | “Shareholder(s)” | registered<br> holders of Shares | | --- | --- | | “Stock<br> Exchange” | The<br> Stock Exchange of Hong Kong Limited | | “United<br> States” or “US” | United<br> States of America | | “US$” | US<br> dollars, the lawful currency of US | | By<br> Order of the Board<br><br> <br>Graphex Group Limited<br><br> <br>Lau Hing Tat Patrick<br><br> <br>Chairman | | --- |
Hong Kong, 26 March 2024
Asat the date of this announcement, the executive Directors are Mr. Lau Hing Tat Patrick, Mr. Chan Yick Yan Andross and Mr. Qiu Bin; thenon-executive Director is Mr. Ma Lida; and the independent non-executive Directors are Ms. Tam Ip Fong Sin, Mr. Wang Yuncai, Mr. LiuKwong Sang and Mr. Tang Zhaodong.
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