Graphex Group Limited — Capital/Financing Update 2021

Aug 5, 2021

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.

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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)

INSIDE INFORMATION

This announcement is issued by Graphex Group Limited (formerly known as Earthasia International Holdings Limited, the “ Company ”) pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

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DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE

THIS ANNOUNCEMENT

Reference is made to the Company’s announcements dated 12 December 2019 and 6 August 2020 (the “ Announcements ”). Unless otherwise indicated, capitalized terms defined in the Announcements shall have the same meanings when used in this announcement.

The Board is pleased to announce that, on 4 August 2021 (U.S. time), the Company has submitted a draft registration statement on Form F-1 on a confidential basis with the U.S. Securities and Exchange Commission (“ SEC ”) in relation to the proposed initial public offering of its American Depository Shares (“ ADS ”) representing its ordinary shares in the United States (the “ Offering ”). The number of ADS to be offered and the price range for the Offering have not yet been determined. The Offering is subject to the registration statement being declared effective and the approval by The Stock Exchange of Hong Kong Limited in compliance with the requirements under the Listing Rules. The Company intends to apply for the listing of the ADS on Nasdaq Capital Market if the conditions for such listing are satisfied. The Offering is subject to market conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering, or that the Company will be able to list the ADS on the NASDAQ Capital Market.

The Company will make further announcement(s) relating to the abovementioned matter as and when appropriate in compliance with the requirements under the Listing Rules to keep the Shareholders and potential investors of the Company informed.

WARNINGS

THIS PRESS RELEASE IS REQUIRED UNDER THE RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED AND SHALL NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES. ANY OFFERS, SOLICITATIONS OR OFFERS TO BUY, OR ANY SALES OF SECURITIES IN THE UNITED STATES WILL BE MADE IN ACCORDANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS.

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SHAREHOLDERS AND POTENTIAL INVESTORS OF THE COMPANY ARE ADVISED TO EXERCISE CUATION WHEN DEALING IN THE SHARES.

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

Hong Kong, 5 August 2021

As at the date of this announcement, the executive Directors are Mr. Lau Hing Tat Patrick, Mr. Chan Yick Yan Andross, Mr. Tian Ming, Mr. Yang Liu and Mr. Qiu Bin; the non-executive Directors are Mr. Ma Lida and Mr. Tu Wenzhe; 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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