Graphex Group Ltd 6-K, filed Jul 24, 2023
Graphex Group Ltd (GRFXY)
About this 6-K
Graphex Group Ltd filed this 6-K on July 24, 2023.
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 July 2023
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 | |
| Other Information | 1 | |
| Signatures | 2 | |
| Exhibit Index | 3 |
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 announcements (each, an “Announcement”) regarding: (1) the grant of Awards under the Company’s Share Award Scheme and to allot and issue, procure the transfer of and otherwise deal with the Awarded Shares in connection with the Share Award Scheme; and (2) a Supplemental Announcement to the Company’s Annual Report For The Year Ended 31 December 2022. We are furnishing each of these Announcements as Exhibit 99.1 and Exhibit 99.2 of this Form 6-K, each of which is incorporated herein by reference. The furnishing of the Announcements in this Report should not be interpreted that the Company deems the number of shares issued by the Company under the Awards is material.
| 1 |
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: July 24, 2023 | ||
| 2 |
| 3 |
Exhibit 99.1
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 purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
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.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6128)
GRANT OF SHARE AWARDS
References are made to the share award scheme adopted by Graphex Group Limited (the “Company”, together with its subsidiaries, the “Group”) on 6 February 2023 (the “Share Award Scheme”) and the circular of the Company (the “Circular”) dated 12 January 2023 in relation to the Share Award Scheme and authorising the board of directors (the “Directors”) of the Company (the “Board”) to grant Awards under the Share Award Scheme and to allot and issue, procure the transfer of and otherwise deal with the Awarded Shares in connection with the Share Award Scheme. Capitalized terms used herein shall have the same meanings as those defined in the Circular unless otherwise stated.
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GRANT OF SHARE AWARDS
This announcement is made by the Company pursuant to Rule 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).
The Board hereby announces that, on 24 July 2023 (the “Date of Grant”), based on the recommendation of the remuneration committee of the Company (“the “Remuneration Committee”), the Board resolved to grant a total of 22,990,000 Awarded Shares, to 16 share award grantees (the “Grantee(s)”), pursuant to the Share Award Scheme at nil consideration, subject to the acceptances by the Grantees.
Details of the Awarded Shares are as follows:
| Date of Grant | : | 24 July 2023 |
| Number of Shares granted | : | 22,990,000 |
| Number of Grantees | : | 16 |
| Vesting conditions | : | The Grantees shall remain in continuous employment with the Group from the Date of Grant until the vesting date |
| Vesting Date | : | 16,190,000 Awarded Shares, representing approximately 70.42% of the total number of Awarded Shares granted to the Grantee shall be vested on such Grantees on the expiry of 12 months from the Date of Grant; and, the remaining 6,800,000 Awarded Shares, representing approximately 29.58% of the total number of Awarded Shares granted to the Grantees, shall be vested on such Grantee immediately upon acceptance of the grant |
| Performance target | : | There is no performance target attached to the |
| Awarded Shares. | The number of the Awarded Shares is determined based on the Grantees’ position, years of service, performance and future long-term contribution to the Group | |
| Clawback mechanism | : | The Awarded Shares granted to the Grantees are subject to the general clawback mechanism as set out in the Appendix to the Circular |
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Out of the aggregate 22,990,000 Awarded Shares, 2,040,000 Awarded Shares are granted to the Directors who are connected persons of Group, and the remaining 20,950,000 Awarded Shares are granted to other employees of the Group.
Out of the aggregate 20,950,000 Awarded Shares granted to other employees of the Group, 14,150,000 Awarded Shares granted to 12 employees of the Group have vesting period of 12 months from the Date of Grant, and the remaining 6,800,000 Awarded Shares granted to an employee of the Group have vesting period of less than 12 months from the Date of Grant.
Further details of the Awarded Shares granted to the Directors and employees of the Group are set out below:
| Name of Grantees | Position in the Group | Number
of Awarded Shares | ||
| Mr. Lau Hing Tat Patrick | Chairman and executive Director of the Company | 680,000 | ||
| Mr. Chan Yick Yan Andross | Executive Director and chief executive officer of the Company | 680,000 | ||
| Mr. Qiu Bin | Executive Director of the Company | 680,000 | ||
| Other employees | Selected Employee Participants of the Group | 20,950,000 | ||
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as disclosed above, each of the Grantees is a third party independent of the Company and its connected persons.
The 22,990,000 Awarded Shares granted to the Grantees represent approximately 2.94% of the issued share capital of the Company as at the date of this announcement. The 22,990,000 Awarded Shares represent the value of approximately HK$10,575,400, taking into account of the closing price of HK$0.46 per Share as stated in the daily quotation sheets issued by the Stock Exchange on the Date of Grant.
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REASONS FOR AND BENEFIT OF THE GRANT OF THE AWARDED SHARES
The objectives of the Share Award Scheme are (i) to attract talents, suitable personnel and entities that are Eligible Participants who will accept Awarded Shares as part of their remuneration, compensation or payment packages for the development and growth of the businesses of the Group and Related Entities; (ii) to award certain Selected Participants with Awarded Shares for accepting their appointments, employments or engagement by the Group and Related Entities; (iii) to recognise the contributions by certain Selected Participants and to provide them with incentives in order to retain them for the continual operation, development and growth of the Group and Related Entities; and (iv) to improve or create sense of connection and/or loyalty of certain Selected Participants to the Group and Related Entities.
The purpose of the grant of the Awarded Shares to the Grantees, comprising Directors and employees of the Group, is to (i) recognise their contributions to the development and growth of the businesses of the Group and to provide them with incentives in order to retain them for the continual operation, development and growth of the Group; (ii) to improve their sense of connection and loyalty to the Group; and (iii) to award certain of the Grantees for staying on with the Group by accepting and/or continuing their appointments, employments and/or engagement by the Group.
The Directors (including the independent non-executive Directors) are of the view that the grant of the Awarded Shares to the Grantees, the respective terms and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole.
NUMBER OF SHARES AVAILABLE FOR FUTURE GRANT
Subsequent to the grant of Awarded Shares, the number of Awarded Shares available for future grant pursuant to the Scheme Mandate and the Service Provider Sublimit is 12,128,072 and 7,198,215 respectively.
LISTING RULES IMPLICATIONS
The grant of the Awarded Shares to the Directors has been approved by the Remuneration Committee and the Board (including all independent non-executive Directors, save and except for the relevant Director who is a Grantee whom has abstained from voting in relation to the grant of Awarded Shares to himself).
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The grant of the Awarded Shares to the Directors also forms part of their remuneration packages under their respective service contracts with the Company, and is therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.73(6) and Rule 14A.95 of the Listing Rules.
The grant of Awarded Shares to the Directors and members of senior management of the Group without performance targets has been approved by the Remuneration Committee and the Board considers that the Awarded Shares granted to these Grantees aligns with the purpose of the Share Award Scheme in recognizing the contributions by them to the business of the Group and to provide them with incentives in order to retain them for the continual operation, development and growth of the Group.
The grant of Awarded Shares to an employee that shall be vested on such Grantee immediately upon his acceptance of the grant has been approved by the Remuneration Committee and the Board considers that the vesting period for the Award Shares granted to such employee which is less than 12 months from the Date of Grant is appropriate and necessary to enable the Company to offer competitive employment package to him in order to retain valuable and loyal talent like him and to attract him in accepting to stay on and continue his employment with the Group to further promote the development and growth of the Group’s businesses and to improve or create sense of connection and/or loyalty of him to the Group.
| By order of the Board | |
| Graphex Group Limited | |
| Lau Hing Tat Patrick | |
| Chairman |
Hong Kong, 24 July 2023
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.
| -5- |
Exhibit 99.2
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.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6128)
SUPPLEMENTAL ANNOUNCEMENT
TO THE ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2022
Reference is made to the annual report of Graphex Group Limited (the “Company”, together with its subsidiaries, the “Group”) for the year ended 31 December 2022 dated 28 April 2023 (the “2022 Annual Report”). Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as defined in the 2022 Annual Report.
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Further to the information disclosed in the 2022 Annual Report, the Company wishes to provide to the Shareholders and the potential investors with the following supplementary information:
CHANGE IN USE OF PROCEEDS
During the reporting period of the 2022 Annual Report, the Company had changed the use of proceeds of approximately HK$7.9 million raised from the convertible notes issued during the year ended 31 December 2022 from working capital to redemption of outstanding debt securities. The reason for such change was that since the filing by the Company of the draft Form F-1 with the United States Securities and Exchange Commission in relation to the proposed initial public offering of the Company’s American Depository Shares (the “Offering”) on 4 August 2021 as announced by the Company, the proposed Offering had been progressing positively and additional funding could be raised by the Company on materialization of the Offering which led the Company to re-deploy additional funds raised from the issuance of the convertible bonds to redeem its outstanding debt securities instead of it had originally intended.
SHARE AWARD SCHEME
During the reporting period of the 2022 Annual Report, the Company had in place a share award scheme, which was terminated by the Company with effect on 6 February 2023. Under this share award scheme, an awardee should confirm acceptance of the awarded shares being granted to him/her by signing and returning to the board of directors of the Company within 5 business days after the date of the grant notice for the award.
As at the date of the 2022 Annual Report (i.e. 28 April 2023), the Company had in place a share award scheme which was adopted by the Company with effect from 6 February 2023 (the “2023 Share Award Scheme”) and the total number of shares available for issue under the 2023 Share Award Scheme was 68,349,307 ordinary shares of the Company which represented approximately 8.80% of the total number of issued ordinary shares of the Company of 776,850,762 at 28 April 2023.
The above supplementary information does not affect other information contained in the 2022 Annual Report. Save as disclosed above, all other information in the 2022 Annual Report remains unchanged.
| By Order of the Board | |
Graphex Group Limited Lau Hing Tat Patrick | |
| Chairman |
Hong Kong, 24 July 2023
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.
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