6-K
Graphex Group Ltd (GRFXF)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATEISSUER
PURSUANT TO RULE 13a-16OR 15d-16
UNDER THE SECURITIESEXCHANGE ACT OF 1934
For the month of August 2022
Commission File Number001-41471
Graphex Group Limited
(Translation of registrant’s name into English)
| 11/F COFCO Tower 262 Gloucester Road Causeway Bay<br><br> <br>Hong Kong<br><br> <br>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: |
|---|
x 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): ☐ |
Graphex Group Limited.
Form 6-K
TABLE OF CONTENTS
| Item | Page |
|---|---|
| Other Information | 1 |
| Signatures | 2 |
| Exhibit Index | 3 |
OTHER INFORMATION
Graphex Group Limited (NYSE American: GRFX | HKSE: 6128) issued certain press releases regarding its offering of American Depositary Shares that was registered under the Securities Act of 1933, as amended (the “Offering”). The Offering closed on August 19, 2022. The underwriters exercised the over-allotment option (“Over Allotment Option”) in full. The closing of the Over Allotment Option was on August 26, 2022. The press releases regarding the Offering are the following:
U.S. press release issued on August 19, 2022, regarding the closing of the Offering, which is furnished herewith as Exhibit 99.1.
Press release issued on August 22, 2022 in Hong Kong in accordance with the rules of the Hong Kong Stock Exchange regarding the closing of the Offering, the English translation of which is furnished herewith as Exhibit 99.2.
U.S. press release issued issued on August 26, 2022 regarding the closing of the Over Allotment Option, which is furnished herewith as Exhibit 99.3.
Press release issued on August 29,2022 in Hong Kong in accordance with the rules of the Hong Kong Stock Exchange, regarding the closing of the Over Allotment Option, the English translation of which is furnished herewith as Exhibit 99.4.
Each of the exhibits referred to above is incorporated by reference 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 GROUP LIMTED | |
|---|---|
| By: | /s/ Andross Chan |
| Andross Chan | |
| Chief Executive Officer |
Date: August 29, 2022
2
EXHIBIT INDEX
3
Exhibit 99.1
Graphex GroupLimited Announces Closing of Upsized $11.7 Million Public Offering and NYSE American Listing
ROYAL OAK, Mich., August 19 2022 – Graphex Group Limited (NYSE American: GRFX), (“Graphex”, or the “Company”), a global leader in mid-stream processing of specialized natural graphite used for electric vehicle (EV) lithium-ion (Li-ion) batteries, today announced the closing of its previously announced upsized public offering of 4,695,653 American Depositary Shares (ADSs), each ADS representing 20 ordinary shares, par value HK$0.01 per share, of the Company, at a public offering price of $2.50 per ADS, for aggregate gross proceeds of approximately $11.7 million before deducting underwriting discounts, commissions, and other offering expenses. In addition, Graphex has granted the underwriters a 45-day option to purchase up to an additional 704,347 ADSs at the public offering price per ADS, less the underwriting discounts and commissions, to cover over-allotments, if any.
The ADSs began trading on the NYSE American Exchange on August 17, 2022, under the ticker symbol “GRFX”.
EF Hutton, division of Benchmark Investments, LLC, acted as sole book-running manager for the offering.
A registration statement on Form F-1 (File No. 333-263330), was filed with the Securities and Exchange Commission ("SEC") and was declared effective on August 16, 2022, and a registration statement on Form F-1MEF (File No. 333-266925), was filed with the SEC and became effective upon filing. A final prospectus relating to the offering was filed with the SEC and is available on the SEC's website at http://www.sec.gov. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from EF Hutton, division of Benchmark Investments, LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Graphex
Graphex Group Limited is a Cayman Island company with principal and administrative offices in Hong Kong and subsidiary office in Royal Oak, Michigan. Graphex is a global leader in the industry, proficient in commercial deep processing of graphite, and is currently producing over 10,000 metric tons of spherical graphite annually. Graphex possesses patents and utility models covering various technological, design, and processing applications in addition to trade secrets and technological expertise.
Forward LookingStatements
This press release contains statements that constitute "forward-looking statements," including with respect to the proposed public offering. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement and preliminary prospectus for the Company's offering filed with the SEC. Copies of these documents are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Media Inquiries:
FischTank PR
graphex@fischtankpr.com
Exhibit 99.2
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 appears for information purposes only and does not constitute any invitation to subscribe for any securities in Hong Kong,the United States or elsewhere, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied onin connection with, any contract or invitation to subscribe for securities, and is provided for information only. The distribution ofthis announcement may be restricted by law in certain jurisdictions and persons into whose possession the information referred to hereincomes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute aviolation of the laws of any such jurisdictions. Securities referred to in this announcement have not been issued, registered in accordancewith any securities laws and regulations or allowed to be offered to public or to circulate in Hong Kong, the United States, or elsewhere.No representation is made that any such securities will be issued or so registered or allowed to be offered to the public or circulatedin Hong Kong, the United States or elsewhere. Securities may not be offered or sold in the United States absent registration under theU.S. Securities Act of 1933, as amended (the “Securities Act”), or an exemption from registration under the Securities Act.Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from theissuer and that will contain detailed information about the issuer and its management, as well as financial statements.
GRAPHEXGROUP 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)
CLOSINGOF THE
OFFERINGOF AMERICAN DEPOSITARY SHARES
Reference is made to the announcements of the Company dated 17 December 2019, 6 August 2020, 5 August 2021, 7 March 2022, 12 August 2022 and 17 August 2022 (the “Announcements”) in relation to the Offering. Capitalized terms used herein shall have the same meanings as those defined in the Announcements unless otherwise stated.
| – 1 – |
| --- |
The Company is pleased to announce that the Closing in respect of the subscription of the Firm ADSs under the Offering took place on 19 August 2022 (United States eastern time). The Underwriter had procured not less than six Subscribers to subscribe for an aggregate of 4,695,653 ADSs (representing 93,913,060 Underlying Shares based on the Representation Ratio), representing 14.78% of the issued Ordinary Shares immediately following the Closing, at the Offer Price of US$2.50 per ADS (equivalent to approximately HK$0.9798 per Underlying Share based on the Representation Ratio).
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Subscribers and their respective ultimate beneficial owner(s) are (i) independent of the Company (and the Group), its connected person(s) and their respective associate(s), and (ii) independent of and not parties acting in concert with any persons, other Subscribers or Shareholders to the effect that any subscription of the ADSs by such Subscriber shall not trigger any mandatory offer obligation under Rule 26.1 of the Takeovers Code.
USEOF PROCEEDS
The gross proceeds in respect of the subscription of the Firm ADSs under the Offering are approximately US$11.7 million (equivalent to approximately HK$91.7 million). The net proceeds in respect of the subscription of the Firm ADSs under the Offering are approximately US$9.4 million (equivalent to approximately HK$73.7 million) after deduction of the Underwriting Fee and the estimated expenses in relation to the Offering.
The Company plans to use the aforesaid net proceeds as to (i) approximately US$3.3 million (equivalent to approximately HK$25.9 million) of the net proceeds for improvement and expansion of production facility(ies) for the Group’s Graphene Products Business; (ii) approximately US$3 million (equivalent to approximately HK$23.5 million) of the net proceeds for repayment of short-term indebtedness; and (iii) approximately US$3.1 million (equivalent to approximately HK$24.3 million) of the net proceeds for working capital and general corporate purposes.
OVER-ALLOTMENTOPTION
The Company also granted the Underwriter the Over-allotment Option, exercisable within 45 days after the Effective Date, to purchase up to 704,347 additional ADSs (representing 14,086,940 Underlying Shares with total nominal value of HK$140,869.40 in aggregate) from the Company to cover over-allotments, if any.
The Company will make further announcement(s) in relation to the exercise of the Over-allotment Option (if any) as and when appropriate to keep the Shareholders and potential investors of the Company informed.
| – 2 – |
| --- |
CHANGESTO THE SHAREHOLDING
Set out below is the shareholding structure of the Company immediately before and following the Closing in respect of the subscription of the Firm ADSs under the Offering:
| Immediately<br> before the Closing in<br> respect of the subscription of the Firm ADSs <br> under the Offering | Immediately<br> following the Closing in <br> respect of the subscription of the Firm ADSs <br> under the Offering | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of Shareholder | Number<br> of<br><br> Ordinary <br><br> Shares | % | Number<br> of <br><br> Preference <br><br> Shares | % | Number<br> of <br><br> Ordinary <br><br> Shares | % | Number<br> of <br><br> Preference <br><br> Shares | % | ||||||||
| Mr. Chan<br> Yick Yan Andross (Note 1) | 97,920,887 | 18.09 | — | — | 97,920,887 | 15.41 | — | — | ||||||||
| PBLA<br> Limited | 75,123,669 | 13.88 | — | — | 75,123,669 | 11.82 | — | — | ||||||||
| Mr. Lau<br> Hing Tat Patrick (Note 2) | 55,215,444 | 10.20 | — | — | 55,215,444 | 8.69 | — | — | ||||||||
| Tycoon<br> Partner Holdings Limited | — | — | 323,657,534 | 100 | — | — | 323,657,534 | 100 | ||||||||
| The<br> Subscribers | — | — | — | — | 93,913,060<br> (Note 3) | 14.78 | — | — | ||||||||
| Other<br> public Shareholders | 313,126,150 | 57.83 | — | — | 313,126,150 | 49.30 | — | — | ||||||||
| 541,386,150 | 100 | 323,657,534 | 100 | 635,299,210 | 100 | 323,657,534 | 100 |
Notes:
| 1. | Mr. Chan Yick Yan Andross, an executive<br> Director and the chief executive officer of the Company, holds 4,204,000 Ordinary Shares<br> by himself and 93,716,887 Ordinary Shares through CYY Holdings Limited, a company wholly<br> owned by him. |
|---|---|
| 2. | Mr. Lau Hing Tat, Patrick, the chairman<br> and an executive Director of the Company, holds 7,232,000 Ordinary Shares by himself, 46,003,444<br> Ordinary Shares through LSBJ Holdings Limited, a company wholly owned by him and is interested<br> in 1,980,000 Ordinary Shares held by his spouse. |
| --- | --- |
| 3. | Being the Underlying Shares in respect of<br> the Firm ADSs. |
| --- | --- |
Unlessotherwise specified, translations of US$ into HK$ in this announcement are based on the rates of US$1:HK$7.8385. No representation ismade that any amounts in US$ and HK$ can be or could have been converted at the relevant dates at the above rates or any other ratesat all.
| By<br> Order of the Board<br><br><br><br>GraphexGroup Limited Lau Hing Tat Patrick<br><br><br><br>Chairman |
|---|
Hong Kong, 22 August 2022
Asat the date of this announcement, the executive Directors are Mr. Lau Hing Tat Patrick, Mr. Chan Yick Yan Andross and Mr. QiuBin; the non-executive Director is Mr. Ma Lida; and the independent non-executive Directors are Ms. Tam Ip Fong Sin, Mr. WangYuncai, Mr. Liu Kwong Sang, Mr. Tang Zhaodong and Mr. Chan Anthony Kaikwong.
| – 3 – |
| --- |
Exhibit 99.3
Graphex GroupLimited Announces Full Exercise of Over-Allotment Option in Underwritten Public Offering
ROYAL OAK, Mich., Aug. 26, 2022 (GLOBE NEWSWIRE) -- Graphex Group Limited (NYSE American: GRFX), (“Graphex”, or the “Company”), a global leader in mid-stream processing of specialized natural graphite used for electric vehicle (EV) lithium-ion (Li-ion) batteries, today announced that the underwriters of its previously completed underwritten public offering have exercised their over-allotment option to purchase an additional 704,347 American Depositary Shares (ADSs), each ADS representing 20 ordinary shares, par value HK$0.01 per share, of the Company, at the public offering price of $2.50 per ADS less underwriting discounts and commissions, for aggregate gross proceeds of approximately $1.7 million before deducting underwriting discounts, commissions, and other estimated offering expenses. The 45-day over-allotment option was granted in connection with the Company's previously announced underwritten public offering of 4,695,653 ADSs at a public offering price of $2.50 per share.
EF Hutton, division of Benchmark Investments, LLC, acted as sole book-running manager for the offering.
A registration statement on Form F-1 (File No. 333-263330), was filed with the Securities and Exchange Commission ("SEC") and was declared effective on August 16, 2022, and a registration statement on Form F-1MEF (File No. 333-266925), was filed with the SEC and became effective upon filing. A final prospectus relating to the offering was filed with the SEC and is available on the SEC's website at http://www.sec.gov. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from EF Hutton, division of Benchmark Investments, LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Graphex
Graphex Group Limited is a Cayman Island company with principal and administrative offices in Hong Kong and subsidiary office in Royal Oak, Michigan. Graphex is a global leader in the industry, proficient in commercial deep processing of graphite, and is currently producing over 10,000 metric tons of spherical graphite annually. Graphex possesses patents and utility models covering various technological, design, and processing applications in addition to trade secrets and technological expertise.
Forward LookingStatements
This press release contains statements that constitute "forward-looking statements," including with respect to the proposed public offering. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement and preliminary prospectus for the Company's offering filed with the SEC. Copies of these documents are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Media Inquiries:
FischTank PR
graphex@fischtankpr.com
Exhibit99.4
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement appears for information purposes only and does not constitute any invitation to subscribe for any securities in Hong Kong, the United States or elsewhere, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or invitation to subscribe for securities, and is provided for information only. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession the information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdictions. Securities referred to in this announcement have not been issued, registered in accordance with any securities laws and regulations or allowed to be offered to public or to circulate in Hong Kong, the United States, or elsewhere. No representation is made that any such securities will be issued or so registered or allowed to be offered to the public or circulated in Hong Kong, the United States or elsewhere. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or an exemption from registration under the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about the issuer and its management, as well as financial statements.
GRAPHEX GROUP LIMITED
烯 石 電 動 汽 車 新 材 料 控 股 有 限 公 司
(Incorporatedin the Cayman Islands with limited liability)
(Stock Code: 6128)
EXERCISEOF THE OVER-ALLOTMENT OPTION IN RELATION TO THE OFFERING OF AMERICAN DEPOSITARY SHARES
Reference is made to the announcements of the Company dated 17 December 2019, 6 August 2020, 5 August 2021, 7 March 2022, 12 August 2022, 17 August 2022 and 22 August 2022 (the “Announcements”) in relation to the Offering. Capitalized terms used herein shall have the same meanings as those defined in the Announcements unless otherwise stated.
- 1 -
The Company is pleased to announce that the Underwriter exercised the Over-allotment Option and the Closing in respect of the Over-allotment Option took place on 26 August 2022 (United States eastern time). The Company issued 704,347 Option ADSs (representing 14,086,940 Underlying Shares based on the Representation Ratio), representing approximately 2.17% of the issued Ordinary Shares immediately following the Closing in respect of the Over-allotment Option, at the Offer Price of US$2.50 per ADS (equivalent to approximately HK$0.9798 per Underlying Share based on the Representation Ratio).
USE OF PROCEEDS
The gross proceeds in respect of the subscription of the Option ADSs under the Offering are approximately US$1.8 million (equivalent to approximately HK$14.1 million). The net proceeds in respect of the subscription of the Option ADSs under the Offering are approximately US$1.6 million (equivalent to approximately HK$12.5 million) after deduction of the Underwriting Fee and the estimated expenses in relation to the Offering.
The Company plans to use the aforesaid net proceeds for working capital and general corporate purposes.
CHANGES TO THE SHAREHOLDING
Set out below is the shareholding structure of the Company immediately before and following the Closing in respect of the Offering (including both Firm ADSs and Option ADSs):
| Immediately before the Closing | Immediately following the Closing | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of Shareholder | Number of<br><br> Ordinary<br><br> Shares | % | Number of<br><br> Preference<br><br> Shares | % | Number of<br><br> Ordinary<br><br> Shares | % | Number of<br><br> Preference<br><br> Shares | % | ||||||||
| Mr. Chan Yick Yan Andross (Note 1) | 97,920,887 | 18.09 | — | — | 97,920,887 | 15.08 | — | — | ||||||||
| PBLA Limited | 75,123,669 | 13.88 | — | — | 75,123,669 | 11.57 | — | — | ||||||||
| Mr. Lau Hing Tat Patrick (Note 2) | 55,215,444 | 10.20 | — | — | 55,215,444 | 8.50 | — | — | ||||||||
| Tycoon Partner Holdings Limited | — | — | 323,657,534 | 100 | — | — | 323,657,534 | 100 | ||||||||
| The Subscribers | — | — | — | — | 108,000,000 | 16.63 | — | — | ||||||||
| (Note 3) | ||||||||||||||||
| Other public Shareholders | 313,126,150 | 57.83 | — | — | 313,126,150 | 48.22 | — | — | ||||||||
| 541,386,150 | 100 | 323,657,534 | 100 | 649,386,150 | 100 | 323,657,534 | 100 |
- 2 -
Notes:
| 1. | Mr.<br> Chan Yick Yan Andross, an executive Director and the chief executive officer of the Company,<br> holds 4,204,000 Ordinary Shares by himself and 93,716,887 Ordinary Shares through CYY Holdings<br> Limited, a company wholly owned by him. |
|---|---|
| 2. | Mr.<br> Lau Hing Tat, Patrick, the chairman and an executive Director of the Company, holds 7,232,000<br> Ordinary Shares by himself, 46,003,444 Ordinary Shares through LSBJ Holdings Limited, a company<br> wholly owned by him and is interested in 1,980,000 Ordinary Shares held by his spouse. |
| --- | --- |
| 3. | Being<br> the Underlying Shares in respect of the Firm ADSs and the Option ADSs. |
| --- | --- |
Unless otherwise specified, translations of US$ into HK$ in this announcement are based on the rates of US$1:HK$7.8385. No representation is made that any amounts in US$ and HK$ can be or could have been converted at the relevant dates at the above rates or any other rates at all.
| By Order of the Board |
|---|
| Graphex Group Limited<br><br> Lau Hing Tat Patrick |
| Chairman |
Hong Kong, 29 August 2022
As at the date of this announcement, the executive Directors are Mr. Lau Hing Tat Patrick, Mr. Chan Yick Yan Andross and Mr. Qiu Bin; the non-executive Director is Mr. Ma Lida; and the independent non-executive Directors are Ms. Tam Ip Fong Sin, Mr. Wang Yuncai, Mr. Liu Kwong Sang, Mr. Tang Zhaodong and Mr. Chan Anthony Kaikwong.
- 3 -