Graphex Group Ltd 6-K, filed Apr 23, 2025
Graphex Group Ltd (GRFXY)
About this 6-K
Graphex Group Ltd filed this 6-K on April 23, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2025
Commission File Number 001-41471
Graphex Group Limited
(Translation of registrant’s name into English)
11/F COFCO Tower 262 Gloucester Road Causeway Bay
Hong Kong
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): ☐
Graphex Group Limited.
Form 6-K
TABLE OF CONTENTS
| Item | Page | |
| Event Regarding the Rights Issue | 3 | |
| Signatures | 4 | |
| Exhibit Index | 5 |
| 2 |
Event Regarding the Rights Issue:
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”) and American Depository Shares (“ADSs”) that are traded on the NYSE American under the trading symbol “GRFX”.
Reference is made to the following Reports on Form 6-Ks filed by the Company:
(1) filed 3 December, 2024 regarding a report a material events regarding certain proposed transactions (collectively, the “Proposed Transactions”), including the proposed rights issuance to the holders of the ordinary shares of the Company on the basis of three (3) rights shares (“Rights Shares”) for every one (1) consolidated share held on the record date of such offering on a non-underwritten basis (“Proposed Rights Issue”)’
(2) filed 27 January, 2025 that included a copy of the Circular of the Company dated 27 January 2025 (the “Circular”) that includes the Letter from the Board of Directors of the Company, the Letter from the independent Board Committee of the Company, the letter from the Independent Financial Adviser to the Company, and the Notice of the extraordinary general meeting of the Company to be convened to consider and, if thought fit, approve, among other things, the Proposed Transactions. As previously reported, the Company has approved the Proposed Transactions; and
(3) filed 8 April, 2025 that included a copy of certain communications on its website regarding the Proposed Rights Issue that included the prospectus (“Prospectus”) regarding the Company’s Rights Issue On The Basis Of Three (3) Rights Shares For Every One (1) Consolidated Share Held On The Record Date On A Non-Underwritten Basis
The Company is providing a notice (“Dividend Notice”) regarding an announcement of a distribution of Rights Shares to its Ordinary shareholders. As previously disclosed, the Rights Shares were allocated as follows: 3 right(s) were issued for every 1 Ordinary share(s) held as of the local record date of Mar 28, 2025. The Rights Shares were not registered under the United States Securities Act of 1933. Accordingly, as previously disclosed, the Rights Shares were not distributed to the holders of ADSs and the Depositary . As a result, BNY has sold the rights in the local market and the proceeds received from the sale will be distributed to the ADSs holders.
The information provided in this Report described above is not complete and subject to the terms and provisions set forth in the Divided Notice that is attached to this Report as exhibit 99.1 and the other documents referenced above, each of which are incorporated herein by reference (and the description herein is qualified in their entirety by reference to such documents). The information in this Report is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to purchase any securities of Graphex Group Limited, including but not limited to its American Depositary Shares.
Forward Looking Statements
All statements contained in the Announcement other than statements of historical fact, including statements regarding the Company’s future results of operations and financial position, the Company’s business strategy and plans and the Company’s objectives for future operations, are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the safe harbor in Section 27A and 21E of the Securities Act of 1933 and the Securities Exchange act of 1934, respectively. You can identify some of these forward looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely,” “potential,” “continue” or other similar expressions. The Company has based these forward looking statements largely on the Company’s current expectations and projections about future events and trends that the Company believes may affect its financial condition, results of operations, business strategy, short term and long-term business operations and objectives, and financial needs. These forward looking statements involve various risks and uncertainties and there can be no assurance that the forward looking statements will be achieved.
| 3 |
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: April 23, 2025
| 4 |
| Exhibit No. | Exhibit | |
| 99.1 | Notice dated April 22, 2025 Regarding Cash Distribution Resulting from the Sale of Rights |
| 5 |
Exhibit 99.1
April 22, 2025
Cash Distribution Resulting from the Sale of Rights
| Graphex Group Limited | BNY HAS ESTABLISHED THE FOLLOWING DATES FOR THIS CORPORATE ACTION: | |||
| DR CUSIP: 38867H203 | DR Record Date: | May 05, 2025 | ||
DR ISIN: US38867H2031 DR Ticker Symbol: GRFX Ratio (DRs:Underlying Shares): 1:20 |
DR
Payment Date: |
May 12, 2025 7.7719 $0.001847 $0.000369 $0.001478 | ||
Foreign currency transaction was executed by BNY or its Affiliates.
Graphex Group Limited announced a distribution of rights to its Ordinary shareholders. The rights were allocated as follows: 3 right(s) were issued for every 1 Ordinary share(s) held as of the local record date of Mar 28, 2025.
The Graphex Group Limited rights were not registered under the United States Securities Act of 1933, therefore we were not permitted to pass the rights on to the holders of Depositary Receipts (“DRs”). As a result, BNY has sold the rights in the local market and the proceeds received from the sale will be distributed to the DR holders of Graphex Group Limited.
To learn more about DRs, please contact DRBrokerSolutions@bnymellon.com or visit our website at adrbny.com.
PLEASE SEE INVESTOR DISCLOSURE ON LAST PAGE.
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Corporate Action Notice
April 22, 2025
Investor Disclosure
This notice and the information and data provided herein are provided for general informational purposes only. BNY does not warrant or guarantee the accuracy, timeliness or completeness of any such information or data. BNY does not undertake any obligation to update or amend this notice or any information or data, and may change, update or amend this notice or any information or data at any time without prior notice.
BNY provides no advice, recommendation or endorsement with respect to any company or securities. No information or data is intended to provide legal, tax, accounting, investment, financial, trading or other advice on any matter, and is not to be used as such. We expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon this notice or any information or data, including market value loss on the sale or purchase of securities or other instruments or obligations.
Nothing herein shall be deemed to constitute an offer to sell or a solicitation of an offer to buy securities.
BNY collects fees from DR holders pursuant to the terms and conditions of the DRs and any deposit agreement under which they are issued. From time to time, BNY may make payments to an issuer to reimburse and/or share revenue from the fees collected from DR holders, or waive fees and expenses to an issuer for services provided, generally related to costs and expenses arising out of establishment and maintenance of the DR program. BNY may pay a rebate to brokers in connection with unsponsored DR issuances; brokers may or may not disclose or pass back some or all of such rebate to the DR investor. BNY may also use brokers, dealers or other service providers that are affiliates and that may earn or share fees and commissions.
BNY may execute DR foreign currency transactions itself or through its affiliates, or the Custodian or the underlying Company may execute foreign currency transactions and pay US dollars to BNY. In those instances where it executes DR foreign currency transactions itself or through its affiliates, BNY acts as principal counterparty and not as agent, advisor, broker or fiduciary. In such cases, BNY has no obligation to obtain the most favorable exchange rate, makes no representation that the rate is a favorable rate and will not be liable for any direct or indirect losses associated with the rate. BNY earns and retains revenue on its executed foreign currency transactions based on, among other things, the difference between the rate it assigns to the transaction and the rate that it pays and receives for purchases and sales of currencies when buying or selling foreign currency for its own account. The methodology used by BNY to determine DR conversion rates is available to registered Owners upon request or can be accessed at https://www.adrbny.com/content/dam/adr/documents/fees-and-disclosures-pdf/drs_foreign_exchange_pricing_disclosure.pdf.
In those instances where BNY’s Custodian executes DR foreign currency transactions, the Custodian has no obligation to obtain the most favorable exchange rate or to ensure that the method by which the rate will be determined will be the most favorable rate, and BNY makes no representation that the rate is the most favorable rate and will not be liable for any direct or indirect losses associated with the rate. In certain instances, BNY may receive dividends and other distributions from an issuer of securities underlying DRs in
U.S. dollars rather than in a foreign currency. In such cases, BNY will not engage in or be responsible for any foreign currency transactions and it makes no representation that the rate obtained by an issuer is the most favorable rate and it will not be liable for any direct or indirect losses associated with the rate.
This notice or any excerpt of this notice may not be copied or reproduced without the prior express written consent of BNY.
BNY is a global investments company dedicated to helping its clients manage and service their financial assets throughout the investment lifecycle. BNY is the corporate brand of The Bank of New York Mellon Corporation (NYSE: BK).
BNY’s name, brand and/or trademarks may not be used, copied or reproduced without the prior express written consent of BNY.
DEPOSITARY RECEIPTS ARE NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY, ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, AND ARE NOT GUARANTEED BY, BNY AND ARE SUBJECT TO INVESTMENT RISKS INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
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