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Graphex Group Limited Capital/Financing Update 2021

Jul 14, 2021

50979_rns_2021-07-14_156caded-7b56-450c-abf4-e47d2756f0b7.pdf

Capital/Financing Update

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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)

COMPLETION OF THE ISSUE OF US$750,000 CONVERTIBLE NOTES DUE IN 2023 UNDER GENERAL MANDATE

Reference is made to the announcements of Graphex Group Limited (formerly known as Earthasia International Holdings Limited) (the “ Company ”) dated 19 January 2021, 28 January 2021, 29 January 2021, 1 February 2021, 1 March 2021, 5 March 2021, 15 March 2021, 12 April 2021, 26 April 2021, 10 May 2021, 24 May 2021, 27 May 2021, 7 June 2021 and 30 June 2021 (the “ Announcements ”) and the circular of the Company dated 30 June 2021 in relation to the Subscription. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

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The Company is pleased to announce that all of the CP I have been fulfilled and the Company has on 14 July 2021 issued an Other Initial Note in the principal amount of US$750,000.00 to the Subscriber (the “ 10th Other Initial Note ”).

The net proceeds arising from the issue of the 10th Other Initial Note shall all be applied to the redemption of the Company’s outstanding debt securities issued to third parties and the general working capital of the Group.

The approval for the listing of, and the permission to deal in 96,457,692 Conversion Shares upon conversion of the First Note and the Other Initial Notes has been granted by the Listing Committee of the Stock Exchange.

Unless specified the otherwise, conversion of US$ into HK$ is based on the exchange rate of US$1.00 to HK$7.75. The exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were or may have been exchanged at this or other rates or at all.

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

Hong Kong, 14 July 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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