6-K

Graphex Group Ltd (GRFXF)

6-K 2023-10-05 For: 2023-10-05
View Original
Added on April 06, 2026

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 October 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:

The board (the “Board”) of directors (the “Directors”) of Graphex Group Limited (the “Company”) has announced the unaudited condensed consolidated interim consolidated financial results of the Company and its subsidiaries (collectively, the “Group”) as of, and for the six months ended, 30 June 2023, together with the comparative unaudited figures for the corresponding period in 2022, in conformity with U.S. generally accepted accounting principles.

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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 GROUP<br> LIMTED
By: /s/ Andross Chan
Andross Chan
Chief Executive Officer

Date: October 4, 2023

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EXHIBITINDEX

Exhibit<br> No. Exhibit
99.1 Unaudited<br> Financial Results as of and for the six-month period ended June 30, 2023
101.INS(2) Inline XBRL Instance Document
101.SCH(2) Inline XBRL Taxonomy Extension<br> Schema Document
101.CAL(2) Inline XBRL Taxonomy Extension<br> Calculation Linkbase Document
101.DEF(2) Inline XBRL Taxonomy Extension<br> Definition Linkbase Document
101.LAB(2) Inline XBRL Taxonomy Extension<br> Label Linkbase Document
101.PRE(2) Inline XBRL Taxonomy Extension<br> Presentation Linkbase Document

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EXHIBIT99.1


GraphexGroup Limited Announces Unaudited Financial Results For The First Half of 2023

HONGKONG, October 4, 2023 — Graphex Group Limited (“Graphex” the “Company” or the “Group”)(NYSE American: GRFX and HKEX: 6128), a global leader in mid-stream processing of specialized natural graphite used for electricvehicle (EV) lithium-ion (Li-ion) batteries, today announced its unaudited interim financial results for the six months ended June 30,2023.


FinancialHighlights for the Six Months Ended June 30, 2023


Total revenues were HK$ 151.3 million (US$ 19.4 million) for the six months ended June 30, 2023, representing a decrease of 7% compared with the total revenues of HK$ 163.1 million for the six months ended June 30, 2022.


Gross profit was HK$ 50 million (US$ 6.4 million) for the six months ended June 30, 2023, representing a decrease of 13% compared with our gross profit of HK$ 57.6 million for the six months ended June 30, 2022.

Gross margin was 33% for the six months ended June 30, 2023, compared with a gross margin of 35.7% for the six months ended June 30, 2022.

Loss from operations was HK$ 43.3 million (US$ 5.6 million) for the six months ended June 30, 2023, representing an increase of 4% compared with loss from operations of HK$ 41.7 million for the six months ended June 30, 2022.

Net loss was HK$ 69.9 million (US$ 9 million) for the six months ended June 30, 2023, representing an increase of 3% compared with net loss of HK$ 67.9 million for the six months ended June 30, 2022.

Amid global economic challenges, the Group set out expansion plans that will create opportunities and values for shareholders in the coming years. The Company believes that electrification is an irreversible trend. While lithium-ion batteries play a significant role in electrification, graphite processing capabilities are essential because graphite is the anode material that accounts for about 25% by weight of a lithium-ion battery. The Company believes that the global demand for graphite anode material will continue to be driven by the global development of the EV industry, energy storage infrastructures, consumer electronics, and robotics.


Operationhighlights


GrapheneProducts Business


The production capacity of graphite anode material of the Group is limited by the current factory size. Therefore, the need for expansion of production capacity is important and that will involve construction of new production facilities. The Group has announced to build production facilities of graphite anode material in Mashan Graphite Industrial Park, Jixi, Heilongjiang, PRC for 40,000 metric tons, in Nanshu Industrial Park, Laixi, Shandong, PRC for 50,000 metric tons, and in Emerald Business Park, Warren, MI, USA for 15,000 metric tons through its joint venture company Graphex Michigan 1 LLC. The Group is also exploring the feasibilities to construct a 100,000 metric tons production facility in Canada. If the abovementioned new facilities are fully in operation, the Group will have a total production capacity of 215,000 metric tons of graphite anode material, which is over 20 times of the current capacity. As the production capacity increases, the revenue of the Group shall increase accordingly. The current market price of the graphite anode material is generally steady with minor fluctuations.

LandscapeArchitecture Business


The Group maintains its market position as one of the leading landscape architecture providers predominantly in the PRC and Hong Kong. It offers landscape architecture services to clients including governments, private property developers, state-owned property developers, design services companies and engineering companies in the PRC and Hong Kong.

CateringBusiness

The Group has terminated all its catering business in 2023 due to adverse market conditions. The Group does not intend to restart any catering business in the future.



FinancialResults for the Six Months Ended June 30, 2023


Revenues


Revenue for the six months ended June 30, 2023, was approximately HK$151.3 million compared to approximately HK$163.1 million for the six months ended June 30, 2022. The decrease of HK$11.8 million or 7% was mainly due to a decrease in revenue from our Landscape architecture and design services of about HK$3.5 million, together with the decrease in revenue from our Graphene products and our Catering business, which declined about HK$6.3 million and HK$2 million, respectively.

For the six months ended June 30,
2022 2023 2023
HK’000 HK’000 US’000
(Unaudited) (Unaudited) (Unaudited)
Type of goods or services
-Graphene products
-Landscape architecture and design services
-Catering
Total Revenue

All values are in US Dollars.


GrapheneProducts Business

Revenue from our Graphene Products Business for the six months ended June 30, 2023 was approximately HK$97.1 million compared to approximately HK$103.4 million for the six months ended June 30, 2022. The decrease of HK$6.3 million or 6% was primarily due to the fluctuation of exchange rate in RMB. The average exchange rate of the RMB to the HK$ for the period ended June 30, 2023 was approximately 1.13 compared to approximately 1.21 for the six months ended June 30, 2022. If the fluctuation of exchange rate in RMB is excluded, the revenue has a slight increase by 1% due to a slight increase in sales quantity offset by a slight decrease in average selling price

LandscapeArchitecture and Design Business

Revenue from our Landscape architecture and design business for the six months ended June 30, 2023 was approximately HK$54.2 million compared to approximately HK$57.7 million for the six months ended June 30, 2022. The decrease of HK$3.5 million or 6% was primarily due to the decrease in new contracts.

CateringBusiness

Revenue from our Catering business for the six months ended June 30, 2023 was nil compared to approximately HK$2 million for the six months ended June 30, 2022. The decrease was primarily due to cease of operation of restaurants in China due to the continuous deterioration in market environment since the outbreak of the COVID-19 pandemic.



Costof revenues

Cost of goods for the six months ended June 30, 2023 was approximately HK$101.3 million compared to approximately HK$105.6 million for the six months ended June 30, 2022. The decrease of HK$4.3 million or 4% was mainly due to a decrease in cost of goods from our Graphene Products of about HK$2.6 million and together with the decrease in cost of goods from our Landscape architecture and design and Catering business which declined about HK$1.5 million and HK$0.2 million, respectively.

For the six months ended June 30
2022 2023 2023
HK’000 HK’000 US’000
(Unaudited) (Unaudited) (Unaudited)
Graphene products
Landscape architecture and design
Catering
Total cost of revenues

All values are in US Dollars.

GrapheneProducts Business

Cost of revenues from our Graphene products business for the six months ended June 30, 2023 was approximately HK$69.1 million compared to approximately HK$71.7 million for the six months ended June 30, 2022. The decrease of HK$2.6 million or 4% was primarily due to the fluctuation of exchange rate in RMB. If the fluctuation of exchange rate in RMB is excluded, the cost of revenues has a slight increase by 3% due to increase in average unit cost.

LandscapeArchitecture and Design Business

Cost of revenues from our Landscape architecture and design business for the six months ended June 30, 2023 was approximately HK$32.2 million compared to approximately HK$33.7 million for the six months ended June 30, 2022. The decrease of HK$1.5 million or 4% was in line with the decrease in revenue.

CateringBusiness

Cost of revenues from our Catering business for the six months ended June 30, 2023 was approximately HK$nil compared to approximately HK$0.2 million for the six months ended June 30, 2022. The decrease was primarily due to the cessation of operations in PRC caused by the continuous deterioration in market environment since the outbreak of the COVID-19 pandemic.


GrossProfit

Gross profit for the six months ended June 30, 2023 was approximately HK$50 million compared to approximately HK$57.6 million for the six months ended June 30, 2022. The decrease of HK$7.6 million or 13%, was due to the decrease of gross profit from our Graphene Products Business, which was about HK$3.7 million, and together with the reductions in gross profits from our Landscape architecture and design business and Catering business, which were about HK$2.1 million and HK$1.8 million, respectively.

For the six months ended June 30,
2022 2023 2023
HK’000 HK’000 US’000
(Unaudited) (Unaudited) (Unaudited)
Graphene products
Landscape architecture and design
Catering
Total gross profit

All values are in US Dollars.

For the six months ended June 30,
2022 2023
(Unaudited) (Unaudited)
% %
Graphene products 31 % 29 %
Landscape architecture and design 42 % 41 %
Catering 91 % -

GrapheneProducts Business

Gross profit from our Graphene Products Business for the six months ended June 30, 2023, was approximately HK$28.1 million compared to approximately HK$31.8 million for the six months ended June 30, 2022. If not considering the exchange rate fluctuation, the gross profit decreased by HK$1.2 million which was primarily due to the decrease in the selling price of graphene related products.

LandscapeArchitecture and Design Business

Gross profit from our Landscape architecture and design business for the six months ended June 30, 2023 was approximately HK$22 million compared to approximately HK$24.0 million for the six months ended June 30, 2022. The decrease of HK$2 million was primarily due to costs incurred while project completions were delayed, primarily, due to the COVID-19 epidemic but no additional revenue charged to our customers.

CateringBusiness

Gross profit from our Catering business for the six months ended June 30, 2023 was nil compared to approximately HK$1.8 million for the six months ended June 30, 2022. The decrease was due to the cease of providing restaurant management service in Shanghai since January 2023.

Sellingand Marketing Expenses

Selling and marketing expenses for the six months ended June 30, 2023 were approximately HK$3 million compared to approximately HK$2.3 million for the six months ended June 30, 2022. The increase of approximately HK$0.7 million or 30% was attributable to the increase in selling and marketing expenses in our Landscape architecture and design business of about HK$0.3 million and the increase in relevant expense in our Graphene products business of about HK$0.4 million due to the marketing expenses incurred for the U.S. market.

Generaland Administrative Expenses

General and administrative expenses for the six months ended June 30, 2023 were approximately HK$68.9 million compared to approximately HK$77.4 million for the six months ended June 30, 2022. The decrease of approximately HK$8.5 million or 11% was primarily caused by (i) the decrease in the overall salaries by approximately HK$4.1 million of the Group which is attributable to the cost control measures implemented since 2022, and (ii) the fluctuation of exchange rate in RMB by approximately HK$3.7 million.


Researchand Development Expenses

Research and development expenses for the six months ended June 30, 2023 were approximately HK$10.8 million compared to approximately HK$10.7 million for the six months ended June 30, 2022. The increase of approximately HK$0.1 million was primarily due to the increase in research and development efforts by HK$0.4 million for our Graphene products business in early 2023 compared to lockdown of Jixi in early 2022 and set off by the decrease of research and development expenses in our Landscape architecture and design business of about HK$0.3 million.

Provisionfor Credit loss

Provision for credit loss for the six months ended June 30, 2023, was approximately HK$10.7 million compared to approximately HK$8.8 million for the six months ended June 30, 2022. The increase of approximately HK$1.9 million or 21.6% was primarily due to the decrease in reversal of provision for credit loss for other receivables of HK$4.9 million in 2022, set off by the decrease of provision for credit loss for account receivables and contract assets of HK$0.9 million and HK$2.1 million, respectively, due to the post-Covid recovery.


TotalOther Expenses, net

Net total other expenses for the six months ended June 30, 2023 was approximately HK$32.1 million compared to approximately HK$31.4 million for the six months ended June 30, 2022. The increase of approximately HK0.7 million or 2% was primarily caused by the decrease in service income of HK$2.7 million from landscape segment due to the less favorable market and economic environment.



LossBefore Taxes

Losses before taxes for the six months ended June 30, 2023 were approximately HK$75.4 million compared to approximately HK$73.1 million for the six months ended June 30, 2022. The increase of approximately HK$2.3 million or 3% was primarily caused by the decrease in other income in 2023.

For the six<br> months ended June 30,
2022 2023 2023
HK’000 HK’000 US’000
Graphene products
Landscape architecture and<br> design
Catering ) ) )
Corporate expenses
Total loss<br> before tax

All values are in US Dollars.


GrapheneProducts Business

Loss before tax from our Graphene Products Business for the six months ended June 30, 2023 was approximately HK$10.7 million compared to approximately loss before tax HK$8.7 million for the six months ended June 30, 2022. The increase of loss before income tax was due to decrease in revenue in 2023.

LandscapeArchitecture and Design Business

Loss before income tax from our Landscape architecture and design Business for the six months ended June 30, 2023 was approximately HK$13 million compared to approximately loss before tax HK$14 million for the six months ended June 30, 2022. The decrease in loss before income tax of HK$1 million was primarily due to the fluctuation of exchange rate in RMB.

CateringBusiness

Profit before income tax from our Catering business for the six months ended June 30, 2023 was approximately HK$1.7 million compared to approximately HK$0.2 million for the six months ended June 30, 2022. The change of HK$1.5 million was due to a one-off other income was received during the period ended June 30, 2023.



CashFlows


Forthe six months ended June 30, 2022 and 2023

The following table summarizes the key components of our cash flows for the six months ended June 30, 2022 and 2023:

For the six months ended June 30,
2022 2023 2023
HK’000 HK’000 US’000
Selected Consolidated Statements of Cash Flows Data:
Net cash used in operating activities ) ) )
Net cash used in investing activities ) ) )
Net cash (used in) provided by financing activities ) )
Effect of exchange rate on cash )
Net decrease in cash ) ) )
Cash and cash equivalents and restricted cash at beginning of period
Cash and cash equivalents and restricted cash at end of period

All values are in US Dollars.

OperatingActivities

Net cash used in operating activities was approximately HK$9.4 million for the six months ended June 30, 2023, compared to approximately HK$12.1 million net cash used in operating activities for the six months ended June 30, 2022. The decrease of approximately HK$2.7 million was mainly attributable to the increase in trade receivables of Graphene Products Business.

InvestingActivities

Net cash used in investing activities was approximately HK$4.1 million for the six months ended June 30, 2023 compared to approximately HK$4.1 million for the six months ended June 30, 2022.

FinancingActivities

Net cash used in financing activities was approximately HK$0.6 million for the six months ended June 30, 2023, compared to approximately HK$14.7 million provided by financing activities for the six months ended June 30, 2022. The change was mainly attributable to the decreased proceed from short-term borrowings and no additional convertible notes were issued during the six months ended June 30, 2023.

CapitalExpenditures

We had capital expenditures of approximately HK$0.2 million and approximately HK$0.9 million for the six months ended June 30, 2022 and 2023, respectively. Our capital expenditures were mainly used for purchases of equipment in our Graphene products Business and Landscape architecture and design business. We intend to fund our future capital expenditures with lease financing and other financing alternatives. We will continue to make capital expenditures to support the growth of our business.

Borrowings

As of December 31, 2022, we had outstanding corporate bonds of approximately HK$115.4 million and outstanding promissory notes of approximately HK$123.6 million. As of June 30, 2023, we had outstanding corporate bonds of approximately HK$115.4 million and outstanding promissory notes of approximately HK$123.6 million.


RecentDevelopment

On July 14, 2023, convertible notes with principal amount of US$70,000 (equivalent HK$542,500) were converted into shares at conversion price of HK$0.65 and the Company allotted and issued a total of 834,615 conversion shares to the convertible note holder.

On July 19, 2023, the Company entered into the Cooperation Agreement with the Nanshu Town Government pursuant to which the Company and the Nanshu Town Government intended to have a cooperation in the “Graphite Anode Material Project” in Laixi City Nanshu Town New Material Industrial Park which is situated in Nanshu Town, Laixi City, Shandong Province, the PRC. Further details are set out in the Form 6-K filed by the Company on July 19, 2023.

On July 24, 2023, the Board resolved to grant a total of 22,990,000 Awarded Shares, to 16 share award grantees, pursuant to the 2023 Share Award Scheme at nil consideration, subject to the acceptances by the Grantees. Further details are set out in Form 6-K filed by the Company on July 24, 2023.

On September 21, 2023, convertible notes with principal amount of US$20,000 (equivalent HK$155,000) were converted into shares at conversion price of HK$0.65 and the Company allotted and issued a total of 238,461 conversion shares to the convertible note holder.


UnauditedInterim Condensed Consolidated Financial Statements

GRAPHEXGROUP LIMITED

UNAUDITEDINTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

As of December 31, 2022 As of June 30, 2023 As of June 30, 2023
HK’000 HK’000 US’000
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and notes receivables, net
Trade and notes receivables – related parties
Inventories, net
Loan receivables – related parties
Prepayments, other receivables and other current assets, net
Equity investment, fair value
Contract assets
Contract assets – related party
Tax recoverable
Total current assets
PROPERTY AND EQUIPMENT, NET
OTHER ASSETS
Goodwill
Other intangible assets, net
Investment in unconsolidated associates
Equity investment, fair value
Prepayments and deposits
Deferred tax assets, net
Total non-current assets
TOTAL ASSETS
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Current portion of corporate bonds payable
Bank borrowing
Convertible notes
Short-term borrowings
Short-term borrowings – related parties
Trade payable
Other payables and accruals
Other payables – related parties
Lease liabilities
Taxes payable
Contract liabilities
Dividend payable to non-controlling interest
Total current liabilities

All values are in US Dollars.

As of June 30, 2023 As of June 30, 2023
HK’000 US’000
OTHER LIABILITIES
Promissory notes
Corporate bonds payable
Convertible notes
Short-term borrowing
Noncurrent portion of lease liabilities
Deferred tax liabilities
Total other liabilities
TOTAL LIABILITIES
COMMITMENTS AND CONTINGENCIES
EQUITY
Ordinary shares, HK0.01 par value; authorized – 2,000,000,000 shares; issued and outstanding 683,493,072 and 777,446,915 as of December 31, 2022 and June 30, 2023, respectively
Preference shares, 323,657,534 shares as of December 31, 2022 and June 30, 2023
Additional paid-in capital
Accumulated deficit ) ) )
Statutory reserves
Accumulated other comprehensive loss ) ) )
Total Graphex Group Limited Shareholders’ Equity
Non-controlling interests ) ) )
TOTAL EQUITY
TOTAL LIABILITIES AND EQUITY

All values are in US Dollars.



GRAPHEXGROUP LIMITED

UNAUDITEDINTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the six months ended June 30,
2022 2023 2023
HK’000 HK’000 US’000
REVENUES
Revenues – third parties
Revenues – related parties
Total revenues
COST OF REVENUES ) ) )
GROSS PROFIT
OPERATING EXPENSES
Selling and marketing expenses
General and administrative expenses
Research & development expense
Provision for credit loss
Total operating expenses
LOSS FROM OPERATIONS ) ) )
OTHER INCOME (EXPENSE)
Finance expenses ) ) )
Interest income
Service income
Dividend income
Government grants
Waiver of interest on convertible notes
Investment loss in unconsolidated affiliates ) ) )
Fair value change – equity investment ) ) )
Other income, net
Total other expenses, net ) ) )
LOSS BEFORE TAX ) ) )
INCOME TAX BENEFIT
NET LOSS ) ) )
Less: (loss) income attributable to non-controlling interests )
NET LOSS ATTRIBUTABLE TO GRAPHEX GROUP LIMITED ) ) )
NET LOSS ) ) )
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment ) ) )
COMPREHENSIVE LOSS ) ) )
Less: Comprehensive (loss) income attributable to non-controlling interest )
COMPREHENSIVE LOSS ATTRIBUTABLE TO GRAPHEX GROUP LIMITED ) ) )
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES
Basic and Diluted
LOSS PER SHARE
Basic and Diluted ) ) )

All values are in US Dollars.



AboutGraphex:


Graphex Group Limited, a Cayman Island company with principal offices in Hong Kong and regional offices in Shanghai and Royal Oak, MI, USA. Graphex is focused on the development of technologies and products to enhance renewable energy, particularly the enrichment of spherical graphite and graphene, key components for EV batteries and lithium-ion batteries for other use cases. Proficient in the commercial deep processing of graphite, Graphex has extensive commercial experience producing battery grade purified spherical graphite to the power battery market, currently at a volume of 10,000 metric tons per annum (tpa) with intentions to expand production to over 100,000 tpa over the next three years. With a strategy to expand its global operations to support energy transition and electrification efforts worldwide, Graphex is currently among the top suppliers of specialized spherical graphite to the EV and renewable energy industries and holds patents in areas including products, production methods, machinery design, and environmental protection.

SafeHarbor / Forward-Looking Statements:


This unaudited financial results as of and for the six-month period ended June 30, 2023 contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Among other things, the business outlook and quotations from management in this exhibit, as well as the Company’s strategic and operational plans, contain forward-looking statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (“SEC”) on Forms 20-F and 6-K, in its annual report to shareholders and other written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s goals and strategies; the Company’s future business development, financial condition and results of operations; the expected growth of the Company’s industry; and the Company’s expectations regarding demand for and market acceptance of its products and services. Further information regarding these and other risks is included in the Company’s annual report on Form 20-F and current report on Form 6-K and other documents filed with the SEC. All information provided in this exhibit is as of the date of this exhibit, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable laws.