Graphex Group Ltd 6-K, filed May 8, 2024
Graphex Group Ltd (GRFXY)
About this 6-K
Graphex Group Ltd filed this 6-K on May 8, 2024.
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 May 2024
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 announcement (the “Announcement”) regarding the completion of the issuance of the shares issued to Maxim Group LLC (“Maxim”) as consideration under the previously reported agreement.
The terms of the issuance of such ordinary shares referenced above 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).
| -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: May 8, 2024 | ||
| -2- |
| Exhibit No. | Exhibit | |
| 99.1 | Announcement by the Company Published in Hong Kong dated 8 May 2024 Regarding the Completion of a Share Transaction and Issue of New Shares Under General Mandate |
| -3- |
Exhibit 99.1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for t he 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 is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities 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 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
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 6128)
COMPLETION OF SHARE TRANSACTION
AND
ISSUE OF NEW SHARES UNDER GENERAL MANDATE
Reference is made to the announcement of Graphex Group Limited (the “Company”) dated 26 March 2024 relating to the share transaction of the Company (the “Share Transaction”) involving the issue of 2,400,000 new Shares under General Mandate as Consideration Shares to satisfy the Consideration payable by the Company under the Engagement Letter (the “Announcement”). Unless the context requires otherwise, capitalised terms used in this announcement shall have the same meaning as those defined in the Announcement.
| -1- |
COMPLETION OF THE SHARE TRANSACTION AND ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE
The Board is pleased to announce that the Stock Exchange has granted approval for the listing of, and permission to deal in, the Consideration Shares and completion of the Share Transaction took place on 8 May 2024.
A total of 2,400,000 new Shares are allotted and issued by the Company to Maxim Partners LLC as the nominee of Maxim in satisfaction of the Consideration under the Engagement Letter, representing approximately 0.27% of the existing issued share capital of the Company immediately before the Completion and approximately 0.27% of the issued share capital of the Company as enlarged by the allotment and issue of the 2,400,000 new Shares immediately upon the Completion.
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquires, Mr. Clifford A. Teller is the ultimate beneficial owner of Maxim Partners LLC, the 100% parent company of Maxim, and that both Mr. Clifford A. Teller and Maxim Partners LLC are Independent Third Parties.
EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY
The shareholding structure of the Company (i) immediately before Completion; and (ii) immediately upon Completion and as at the date of this announcement is as follows:
| Shareholders | Immediately before Completion | Immediately upon Completion and as at the date of this announcement | ||||||||||||||||||||||||||||||
| Number of Ordinary Shares |
Approx. % | Number of Preference Shares |
Approx. % | Number of Ordinary Shares |
Approx. % | Number of Preference Shares |
Approx. % | |||||||||||||||||||||||||
| Chan Yick Yan Andross (Note 1) | 97,930,887 | 10.90 | – | – | 97,930,887 | 10.87 | – | – | ||||||||||||||||||||||||
| PBLA Limited | 75,123,669 | 8.36 | – | – | 75,123,669 | 8.34 | – | – | ||||||||||||||||||||||||
| Lau Hing Tat Patrick (Note 2) | 55,215,444 | 6.14 | – | – | 55,215,444 | 6.13 | – | – | ||||||||||||||||||||||||
| Tycoon Partners Holdings Limited |
100,000,000 |
11.13 | 323,657,534 | 100 |
100,000,000 |
11.10 | 323,657,534 | 100 | ||||||||||||||||||||||||
| Maxim Partners LLC | – | – | – | – | 2,400,000 | 0.27 | – | – | ||||||||||||||||||||||||
| Public Ordinary Shareholders | 570,300,941 | 63.47 | – | – | 570,300,941 | 63.29 | – | – | ||||||||||||||||||||||||
Total | 898,570,941 | 100 | 323,657,534 | 100 | 900,970,941 | 100 | 323,657,534 | 100 | ||||||||||||||||||||||||
Notes:
| 1. | The above percentage figures are subject to rounding adjustments. |
| 2. | Mr. Chan Yick Yan Andross, an Executive Director and the Chief Executive Officer of the Company, holds 4,214,000 Ordinary Shares by himself and 93,716,887 Ordinary Shares through CYY Holdings Limited, a company wholly owned by him. |
| 3. | Mr. Lau Hing Tat, Patrick, the Chairman and an Executive Director of the Company, holds 9,212,000 Ordinary Shares by himself and 46,003,444 Ordinary Shares through LSBJ Holdings Limited, a company wholly owned by him. |
By Order of the Board
Graphex Group Limited
Lau Hing Tat Patrick
Chairman
Hong Kong, 8 May 2024
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 and Mr. Tang Zhaodong.
| -2- |