Graphex Group Ltd 6-K, filed Apr 28, 2023

Graphex Group Ltd (GRFXY)

6-K 2023-04-28 For: 2023-04-28

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Added on April 06, 2026

About this 6-K

Graphex Group Ltd filed this 6-K on April 28, 2023.

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Item		Page

Other Information		3

Signatures		4

Exhibit Index		5

	1.	Notice of Annual General Meeting dated 28 April 2023
	2.	2022 Annual Report
	3.	Circular dated 28 April 2023 relating to general mandates to repurchase and issue Shares, re-election of Directors and notice of Annual General Meeting
	4.	Proxy Form for use at the Annual General Meeting or at any adjournment thereof
	5.	Notification of Publication of Corporate Communications on the Company’s Website – Registered Holders
	6.	Notification of publication of Corporate Communication on the Company’s website – Non-Registered Holders

	GRAPHEX GROUP LIMTED

	By:	/s/ Andross Chan
		Andross Chan
		Chief Executive Officer

Exhibit No.		Exhibit

99.1		Notice of Annual General Meeting dated 28 April 2023
99.2		2022 Annual Report
99.3		Circular dated 28 April 2023 relating to general mandates to repurchase and issue Shares, re-election of Directors and notice of Annual General Meeting
99.4		Proxy Form for use at the Annual General Meeting or at any adjournment thereof
99.5		Notification of Publication of Corporate Communications on the Company’s Website – Registered Holders
99.6		Notification of publication of Corporate Communication on the Company’s website – Non-Registered Holders

2.	(a)	to re-elect Mr. Chan Yick Yan Andross as an Executive Director of the Company;

	(b)	to re-elect Mr. Tang Zhaodong as an Independent Non-executive Director of the Company;

	(c)	to re-elect Mr. Chan Anthony Kaikwong as an Independent Non-executive Director of the Company;

	3.	to authorise the board of Directors of the Company (the “Board”) to fix the remuneration of all the Directors of the Company for the year ending 31 December 2023;

	4.	to re-appoint Crowe (HK) CPA Limited as the auditors of the Company for Hong Kong financial reporting purpose and to authorise the Board to fix their remuneration for the year ending 31 December 2023;

	5.	to re-appoint Marcum Asia CPAs LLP as the auditors of the Company for U.S. financial reporting purpose and to authorize the Board to fix their remuneration for the year ending 31 December 2023;

	(a)	subject to paragraphs (b) and (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase shares of HK$0.01 each in the capital of the Company (the “Shares”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange in accordance with all applicable laws including the Hong Kong Code on Share Repurchases and the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) as amended from time to time be and is hereby generally and unconditionally approved;

	(b)	the aggregate nominal amount of Shares which may be purchased or agreed conditionally or unconditionally to be purchased by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

	(c)	for the purposes of this resolution:

		“Relevant Period” means the period from the passing of this resolution until the earliest of:

		(i)	the conclusion of the next annual general meeting of the Company;

		(ii)	the expiry of the period within which the next annual general meeting of the Company is required by the articles of association of the Company (the “Articles”) or the applicable laws of the Cayman Islands to be held; and

		(iii)	the revocation or variation of the authority given to the Directors under this resolution by ordinary resolution of the Company’s shareholders in general meeting.”

	(a)	subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional Shares and to make or grant offers, agreements and options which might require the exercise of such powers be and are hereby generally and unconditionally approved;

	(b)	the approval in paragraph (a) shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

	(c)	the aggregate nominal amount of share capital allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) , (ii) the exercise of options granted under any share option scheme adopted by the Company or (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles, shall not exceed the aggregate of 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution and the said approval shall be limited accordingly; and

	(d)	for the purposes of this Resolution:

		“Relevant Period” means the period from the passing of this resolution until the earliest of:

	8.	“THAT:

		Subject to the passing of resolutions 6 and 7 set out in this notice of the AGM, the aggregate nominal amount of Shares which are to be purchased by the Company pursuant to the authority granted to the Directors under resolution 6 set out in this notice of the AGM shall be added to the aggregate nominal amount of share capital that may be allotted or agreed to be allotted by the Directors pursuant to resolution 7 set out in this notice of the AGM.”

	By order of the board
	Graphex Group Limited
	Lau Hing Tat Patrick, JP
	Chairman

Hong Kong, 28 April 2023

Registered office:		Headquarters, head office and principal place of
Windward 3		business in Hong Kong:
Regatta Office Park		11/F, COFCO Tower
P.O. Box 1350		262 Gloucester Road
Grand Cayman		Causeway Bay
KY1-1108		Hong Kong
Cayman Islands

1.	Any member of the Company entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company.

2.	In order to be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time for holding the AGM. Completion and return of a form of proxy will not preclude a member from attending and voting in person if he is subsequently able to be present.

3.	In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.

4.	In relation to the ordinary resolution set out in item 6 of this notice, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate or for the benefit of the Shareholders. The explanatory statement containing the information necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own Shares is set out in Appendix I of the circular on, amongst others, general mandate to repurchase and issue shares to be published by the Company on 28 April 2023.

5.	For the purposes of holding the AGM, the register of members of the Company will be closed from Monday, 26 June 2023 to Thursday, 29 June 2023 (both days inclusive), for the purpose of determining the entitlement to attend and vote at the AGM scheduled to be held on Thursday, 29 June 2023. In order to be eligible to attend and vote at the AGM, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Friday, 23 June 2023.

	As at the date of this notice, the Directors of the Company are:

	Executive Directors:
	Mr. Lau Hing Tat Patrick
	Mr. Chan Yick Yan Andross
	Mr. Qiu Bin

	Non-executive Director:
	Mr. Ma Lida

	Independent Non-executive Directors:
	Ms. Tam Ip Fong Sin
	Mr. Wang Yuncai
	Mr. Liu Kwong Sang
	Mr. Tang Zhaodong
	Mr. Chan Anthony Kaikwong

			Page

DEFINITIONS			1

LETTER FROM THE BOARD			4

	1.	Introduction	4

	2.	Repurchase Mandate and Share Issue Mandate	5

	3.	Re-election of Directors	5

	4.	Responsibility Statement	6

	5.	The Annual General Meeting	6

	6.	American Depositary Shares	7

	7.	Recommendation	7

APPENDIX I — EXPLANATORY STATEMENT FOR REPURCHASE MANDATE . .			8

APPENDIX II — BIOGRAPHICAL DETAILS OF DIRECTORS			12

NOTICE OF ANNUAL GENERAL MEETING			16

“HKILA”		The Hong Kong Institute of Landscape Architects, the professional body for landscape architects in Hong Kong incorporated under section 3 of The Hong Kong Institute of Landscape Architects Incorporation Ordinance (Chapter 1162 of the Laws of Hong Kong)

“HK$”		the lawful currency of Hong Kong

“Hong Kong”		the Hong Kong Special Administrative Region of the PRC

“Independent Non-executive Director(s)”		the independent non-executive director(s) of the Company

“Landscape Architects Registration Ordinance” or “LARO”		Landscape Architects Registration Ordinance (Chapter 516 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

“Latest Practicable Date”		24 April 2023, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

“Listing Rules”		the Rules Governing the Listing of Securities on the Stock Exchange

“LSBJ”		LSBJ Holdings Limited, a company incorporated under the laws of the British Virgin Islands on 22 November 2013 with limited liability, which is wholly owned by Mr. Lau and is a Controlling Shareholder of the Company

“Memorandum”		the memorandum of association of the Company, adopted on 3 June 2014, and as amended from time to time

“Mr. Chan”		Chan Yick Yan Andross ( 陳奕仁), an Executive Director and a Controlling Shareholder

“Mr. Lau”		Lau Hing Tat Patrick ( 劉興達 ), an Executive Director and a Controlling Shareholder

“Nomination Committee”		the nomination committee of the Board

“Non-executive Director(s)”		the non-executive director(s) of the Company

“NYSE American”		the NYSE American LLC stock exchange market

“PRC”		the People’s Republic of China

“Register of Members”		the register of members of the Company

“ADS Owner(s)”		the person in whose name American Depositary Shares is registered on the books of the Depositary maintained for that purpose

“AGM”		the annual general meeting of the Company to be held at 11/F, COFCO Tower, 262 Gloucester Road, Causeway Bay, Hong Kong on Thursday, 29 June 2023 at 2:30 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the AGM set out on pages 16 to 20 of this circular, or any adjournment thereof

“American Depositary Share(s)”		the securities that are listed on the NYSE American and traded under the symbol “GRFX”, each representing 20 Ordinary Shares

“Articles”		the articles of association of the Company, adopted on 3 June 2014, and as amended from time to time

“Board”		the board of directors of the Company

“Companies Law”		the Companies Law (as revised) of the Cayman Islands, as amended, consolidated or otherwise modified from time to time

“Company”		Graphex Group Limited, a company incorporated in the Cayman Islands with limited liability whose shares are listed on the Stock Exchange (stock code: 6128)

“CYY”		CYY Holdings Limited, a company incorporated under the laws of the British Virgin Islands on 22 November 2013 with limited liability, which is wholly owned by Mr. Chan and is a Controlling Shareholder of the Company

“Depositary”		The Bank of New York Mellon, a New York banking corporation, and any successor as depositary under the deposit agreement related to the American Depositary Shares

“Director(s)”		the director(s) of the Company

“Executive Director(s)”		the executive director(s) of the Company

“Group”		the Company and its subsidiaries

“Repurchase Mandate”		the general and unconditional mandate proposed to be granted

		to the Board to repurchase the Shares up to an aggregate nominal amount not exceeding 10% of the aggregate nominal value of the issued share capital of the Company as at the date of the passing the relevant resolution at the AGM

“SFO”		the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

“Share(s)”		ordinary share(s) of HK$0.01 each in the issued share capital of the Company

“Shareholder(s)”		the shareholder(s) of the Company

“Share Issue Mandate”		the general and unconditional mandate proposed to be granted

		to the Board to (i) allot and issue Shares up to an aggregate nominal amount not exceeding 20% of the aggregate nominal value of the issued share capital of the Company as at the date of the passing of the relevant resolution at the AGM; and (ii) extend the mandate in (i) above by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate

“Stock Exchange”		The Stock Exchange of Hong Kong Limited

“Takeovers Code”		the Codes on Takeovers and Mergers and Share Buy-backs

“United States”		the United States of America

“US$”		United States dollars, the lawful currency in the United States

“%”		per cent

	Yours faithfully,
	For and on behalf of the board of
	Graphex Group Limited Lau Hing Tat Patrick, JP Chairman

	Traded market price
	Highest		Lowest
	HK$		HK$
2022
April		1.50		1.13
May		1.27		1.04
June		1.12		0.90
July		1.16		0.83
August		1.54		0.86
September		0.98		0.50
October		0.59		0.38
November		0.67		0.38
December		0.58		0.43

2023
January		0.64		0.42
February		0.77		0.57
March		0.70		0.50
April (up to the Latest Practicable Date)		0.57		0.46

Name of company	Principal business activities	Roles	Responsibilities	Period of services
BCG Landscape Architects Inc.	Landscape architecture, urban design, environmental planning	Partner and landscape architect	Design and project management	From September 1989 to January 1991

EDA Collaborative Inc.	Landscape architecture, urban design, environmental planning, tourism design	Intermediate landscape architect	Design and project management, detail design and working drawings	From August 1988 to August 1989
EBC Hong Kong ( 怡境師)	Landscape architecture and planning	Landscape architect	Design development, detailed design, contract administration and supervision	From July 1985 to February 1988

	By order of the board Graphex Group Limited Lau Hing Tat Patrick, JP
	Chairman

ORDINARY RESOLUTIONS			FOR (Note 4)		AGAINST (Note 4)
1.	To receive and consider the audited financial statements and the reports of the directors and the auditors of the Company for the year ended 31 December 2022

1.	Full name (s) and address (es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.
2.	Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s) .
3.	If any proxy other than the Chairman of the Meeting is preferred, strike out “the Chairman of the annual general meeting of the Company (the “Meeting”), or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIATED BY THE PERSON WHO SIGNS IT.
4.	IMPORTANT: If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than referred to the notice convening the Meeting.
5.	This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.
6.	In order to be valid, this form of proxy together with the notarially certified power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be lodged with the branch share registrar of the Company, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting or the adjourned Meeting.
7.	In the case of joint holders, the vote of the senior who tenders a vote, whether in person or proxy, will be accepted to the exclusion of the votes of the joint holder(s) , and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.
8.	The proxy need not be a member of the Company but must attend the Meeting in person to represent you.
9.	Completion and return of this form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.

	By Order of the Board
	Graphex Group Limited
	Lau Hing Tat Patrick
	Chairman

1.	This letter is addressed to Non-registered Shareholders of the Company. Non-registered Shareholder means such person or company whose shares are held in the Central Clearing and Settlement System and who has notified the Company from time to time through Hong Kong Securities Clearing Company Limited that such person or company wishes to receive Corporate Communication(s). If you have sold or transferred your shares in the Company, please disregard this letter and the Request Form.

2.	Corporate communication(s) refer to any document issued or to be issued by the Company for information or action of holders of any securities of the Company, including but not limited to annual report, summary financial report (where applicable), interim report, summary interim report (where applicable), quarterly report, summary quarterly report (where applicable), notice of meeting, listing document, circular and proxy form.

Signature:		Date:

Name:	(English)	(Chinese)
	(in block letters)
		Contact Phone Number:

1.	Corporate communication(s) refer to any document issued or to be issued by the Company for information or action of holders of any securities of the Company, including but not limited to annual report, summary financial report (where applicable), interim report, summary interim report (where applicable), quarterly report, summary quarterly report (where applicable), notice of meeting, listing document, circular and proxy form.

2.	By completing and returning this Request Form to request for the printed copy of the Corporate Communication, you have expressly indicated that you prefer to receive all future Corporate Communications of the Company in printed form.

(Please cut along the dotted line請沿虛線剪下)


			Mailing Label郵寄標籤
Please cut the mailing label and stick this on an envelope to return the Request Form to us. No postage stamp is required for local mailing in Hong Kong 當閣下寄回此申請表格時，請將此郵寄標籤剪貼於信封上。如在本港投寄，閣下無需支付郵費或貼上郵票			Tricor Investor Services Limited 卓佳證券登記有限公司 Freepost No. 簡便回郵號碼 : 10 GPO Hong Kong香港