Graphex Group Limited — Capital/Financing Update 2022

Jun 2, 2022

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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

For the month ended: 31 May 2022

Status: New Submission

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer: Graphex Group Limited (Incorporated in the Cayman Islands with limited liability) Date Submitted: 02 June 2022

I. Movements in Authorised / Registered Share Capital

1. Type of shares	Ordinary shares	Ordinary shares	Class of shares	Not applicable	Not applicable	Not applicable	Listed on SEHK (Note 1)	Listed on SEHK (Note 1)	Listed on SEHK (Note 1)	Yes
Stock code	06128		Description
		Number of authorised/registered shares			Par value			Authorised/registered share capital
Balance at close of preceding month		2,000,000,000			HKD	0.01		HKD	20,000,000
Increase / decrease (-)		0						HKD	0
Balance at close of the month		2,000,000,000			HKD	0.01		HKD	20,000,000
2. Type of shares	Preference shares		Class of shares	Not applicable			Listed on SEHK (Note 1)			No
Stock code	N/A		Description	Non-Convertible Preference Shares
		Number of authorised/registered shares			Par value			Authorised/registered share capital
Balance at close of preceding month		1,000,000,000			HKD	0.01		HKD	10,000,000
Increase / decrease (-)		0						HKD	0
Balance at close of the month		1,000,000,000			HKD	0.01		HKD	10,000,000

Total authorised/registered share capital at the end of the month: HKD

30,000,000

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II. Movements in Issued Shares

1. Type of shares	Ordinary shares	Ordinary shares	Class of shares	Not applicable	Listed on SEHK (Note 1)	Yes
Stock code	06128		Description
Balance at close of preceding month		529,386,150
Increase / decrease (-)		9,961,538
Balance at close of the month		539,347,688
2. Type of shares	Preference shares		Class of shares	Not applicable	Listed on SEHK (Note 1)	No
Stock code	N/A		Description	Non-Convertible Preference Shares
Balance at close of preceding month		323,657,534
Increase / decrease (-)		0
Balance at close of the month		323,657,534

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III. Details of Movements in Issued Shares

(A). Share Options (under Share Option Schemes of the Issuer)

1. Type of shares issuable	1. Type of shares issuable	Ordinary shares	Ordinary shares	Class of shares	Class of shares	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)				06128
Particulars of share option scheme		Number of share options outstanding at close of preceding month	Movement during the month				Number of share options outstanding at close of the month		No. of new shares of issuer issued during the month pursuant thereto (A)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month		The total number of securities which may be issued upon exercise of all share options to be granted under the scheme at close of the month
1).	Share Option Scheme	25,500,000	Exercised		-9,961,538		15,538,462		9,961,538	15,538,462		0
General Meeting approval date (if applicable)		03 June 2014
		Total A (Ordinary shares): Total funds raised during the month from exercise of options: HKD							9,961,538 6,474,999.7

(B). Warrants to Issue Shares of the Issuer which are to be Listed

1. Type of shares issuable	1. Type of shares issuable	Ordinary shares	Ordinary shares	Ordinary shares	Class of shares	Class of shares	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)					06128
Description of Warrants			Currency	Nominal value at close of preceding month		Movement during the month				Nominal value at close of the month	No. of new shares of issuer issued during the month pursuant thereto (B)		No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1).	Initial Warrant		USD	4,045,000						4,045,000	0		48,228,846
Stock code of the Warrant (if listed on SEHK) (Note 1) Subscription price Date of expiry			HKD 0.65 10 September 2026

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General Meeting approval date (if applicable)		21 July 2021
2).	Subsequent Warrant	USD	3,455,000			3,455,000	0	41,194,230
Stock code of the Warrant (if listed on SEHK) (Note 1) Subscription price Date of expiry General Meeting approval date (if applicable)		HKD 0.65 10 January 2027 21 July 2021
		Total B (Ordinary shares): 0

(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed)

1. Type of shares issuable	1. Type of shares issuable	Ordinary shares	Ordinary shares	Ordinary shares	Class of shares	Class of shares	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)					06128
Description of the Convertibles			Currency	Amount at close of preceding month		Movement during the month				Amount at close of the month	No. of new shares of issuer issued during the month pursuant thereto (C)		No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1).	Convertible Notes due in 2023 – Other Initial Notes (Maturity Date: 12/04/2023)		USD	500,000						500,000	0		5,961,538
Type of convertibles Stock code of the Convertibles (if listed on SEHK) (Note 1) Subscription/Conversion price General Meeting approval date (if applicable)			Bond/Notes HKD 0.65 15 June 2020
2).	Convertible Notes due in 2023 – Other Initial Notes (Maturity Date: 26/04/2023)		USD	500,000						500,000	0		5,961,538
Type of convertibles			Bond/Notes

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Stock code of the Convertibles (if listed on SEHK) (Note 1) Subscription/Conversion price General Meeting approval date (if applicable)		HKD 0.65 15 June 2020
3).	Convertible Notes due in 2023 – Other Initial Notes (Maturity Date: 10/05/2023)	USD	500,000			500,000	0	5,961,538
Type of convertibles Stock code of the Convertibles (if listed on SEHK) (Note 1) Subscription/Conversion price General Meeting approval date (if applicable)		Bond/Notes HKD 0.65 15 June 2020
4).	Convertible Notes due in 2023 – Other Initial Notes (Maturity Date: 27/05/2023)	USD	1,250,000			1,250,000	0	14,903,846
Type of convertibles Stock code of the Convertibles (if listed on SEHK) (Note 1) Subscription/Conversion price General Meeting approval date (if applicable)		Bond/Notes HKD 0.65 15 June 2020
5).	Convertible Notes due in 2023 – Other Initial Notes (Maturity Date: 30/06/2023)	USD	500,000			500,000	0	5,961,538
Type of convertibles Stock code of the Convertibles (if listed on SEHK) (Note 1) Subscription/Conversion price General Meeting approval date (if applicable)		Bond/Notes HKD 0.65 15 June 2020
6).	Convertible Notes due in 2023 – Other Initial Notes (Maturity Date: 14/07/2023)	USD	750,000			750,000	0	8,942,307

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Type of convertibles Stock code of the Convertibles (if listed on SEHK) (Note 1) Subscription/Conversion price General Meeting approval date (if applicable)		Bond/Notes HKD 0.65 15 June 2020
7).	Convertible Notes due in 2023 – Other Initial Notes (Maturity Date: 23/07/2023)	USD	500,000			500,000	0	5,961,538
Type of convertibles Stock code of the Convertibles (if listed on SEHK) (Note 1) Subscription/Conversion price General Meeting approval date (if applicable)		Bond/Notes HKD 0.65 15 June 2020
8).	Convertible Notes due in 2023 – Other Initial Notes (Maturity Date: 24/08/2023)	USD	840,000			840,000	0	10,015,384
Type of convertibles Stock code of the Convertibles (if listed on SEHK) (Note 1) Subscription/Conversion price General Meeting approval date (if applicable)		Bond/Notes HKD 0.65 15 June 2020
9).	Convertible Notes due in 2024 - Subsequent Note (Maturity Date: 10/01/2024)	USD	5,710,000			5,710,000	0	68,080,770
Type of convertibles Stock code of the Convertibles (if listed on SEHK) (Note 1) Subscription/Conversion price General Meeting approval date (if applicable)		Bond/Notes HKD 0.65 21 July 2021

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Total C (Ordinary shares):

0

Remarks:

Conversion of US$ into HK$ is based on the exchange rate of US$1.00 to HK$7.75 (for the purpose of illustration only).

(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes)

1. Type of shares issuable	1. Type of shares issuable	Ordinary shares	Class of shares	Not applicable	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)			06128
Description					General Meeting approval date (if applicable)	No. of new shares of issuer issued during the month pursuant thereto (D)		No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1).	On 19 January 2021, the Company entered into the Subscription Agreement with the Subscriber in relation to the issue and subscription of (i) the Convertible Notes up to the aggregate principal amount not exceeding the Total Commitment of US $15,000,000 but not less than the Minimum Commitment of US$5,000,000 and (ii) the Warrants, which are secured by the Share Charge and the purchase of the Warrants at the price of US$1.00. The Convertible Notes shall be issued in tranches, namely the First Note, the Other Initial Notes and the Subsequent Notes, in the principal amount of US$500,000, in the amount up to US$7,590,000 and in Subsequent Notes Amount respectively. The initial Conversion Price of the Convertible Notes is HK$0.65 per Conversion Share (subject to downward adjustment). The 96,457,692 Conversion Shares issuable under the First Note and the Other Initial Notes of US$500,000 and up to US$7,590,000 respectively at the initial Conversion Price of HK$0.65 per Conversion Share will be issued under the General Mandate granted at the AGM on 15 June 2020. On 1 February, 1 March, 15 March, 12 April, 26 April, 10 May, 27 May, 7 June, 30 June, 14 July, 23 July, 24 August 2021 and 10 January 2022, US$500,000 Convertible Notes due in 2023 (i.e. First Note), US$1,000,000 Convertible Notes due in 2023 (i.e. Other Initial Notes), US$500,000 Convertible Notes due in 2023 (i.e. Other Initial Notes), US$500,000 Convertible Notes due in 2023 (i.e. Other Initial Notes), US$500,000 Convertible Notes due in 2023 (i.e. Other Initial Notes), US$500,000 Convertible Notes due in 2023 (i.e. Other Initial Notes), US$1,250,000 Convertible Notes due in 2023 (i.e. Other Initial Notes), US$750,000 Convertible Notes due in 2023 (i.e. Other Initial Notes), US$500,000 Convertible Notes due in 2023 (i.e. Other Initial Notes), US$750,000 Convertible Notes due in 2023 (i.e. Other Initial Notes), US$500,000 Convertible Notes due in 2023 (i.e. Other Initial Notes), US$840,000 Convertible Notes due in 2023 (i.e. Other Initial Notes) and US $6,910,000 Subsequent Note due in 2024 were issued by the Company respectively. On 24 May 2021, the Company and the Subscriber entered into a supplemental agreement to amend certain terms and conditions of the Subscription Agreement.					0		221,173,079

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	On 10 September 2021, the Initial Warrant was issued by the Company to the Subscriber at the Warrant Purchase Price of US$1.00, which entitles the Warrant holder to exercise the Warrant Subscription Right of up to an Initial Warrant Amount of US$4,045,000 worth of Warrant Shares equivalent to 48,228,846 Warrant Shares at the initial Warrant Exercise Price of HK$0.65 per Warrant Share. On 10 January 2022, the Subsequent Warrant was issued by the Company to the Subscriber at the Warrant Purchase Price of US$1.00, which entitles the Warrant holder to exercise the Warrant Subscription Right of up to the Subsequent Warrant Amount of US$3,455,000 worth of Warrant Shares equivalent to 41,194,230 Warrant Shares at the initial Warrant Exercise Price of HK$0.65 per Warrant Share. For details, please refer to the Company’s announcements dated 19, 28 and 29 January, 1 February, 1 and 15 March, 12 and 26 April, 10, 24 and 27 May, 7 and 30 June, 14 and 23 July, 24 August, 10 September, 10 November 2021 and 10 January and 16 February 2022 and the Company’s circular dated 30 June 2021.	On 10 September 2021, the Initial Warrant was issued by the Company to the Subscriber at the Warrant Purchase Price of US$1.00, which entitles the Warrant holder to exercise the Warrant Subscription Right of up to an Initial Warrant Amount of US$4,045,000 worth of Warrant Shares equivalent to 48,228,846 Warrant Shares at the initial Warrant Exercise Price of HK$0.65 per Warrant Share. On 10 January 2022, the Subsequent Warrant was issued by the Company to the Subscriber at the Warrant Purchase Price of US$1.00, which entitles the Warrant holder to exercise the Warrant Subscription Right of up to the Subsequent Warrant Amount of US$3,455,000 worth of Warrant Shares equivalent to 41,194,230 Warrant Shares at the initial Warrant Exercise Price of HK$0.65 per Warrant Share. For details, please refer to the Company’s announcements dated 19, 28 and 29 January, 1 February, 1 and 15 March, 12 and 26 April, 10, 24 and 27 May, 7 and 30 June, 14 and 23 July, 24 August, 10 September, 10 November 2021 and 10 January and 16 February 2022 and the Company’s circular dated 30 June 2021.	On 10 September 2021, the Initial Warrant was issued by the Company to the Subscriber at the Warrant Purchase Price of US$1.00, which entitles the Warrant holder to exercise the Warrant Subscription Right of up to an Initial Warrant Amount of US$4,045,000 worth of Warrant Shares equivalent to 48,228,846 Warrant Shares at the initial Warrant Exercise Price of HK$0.65 per Warrant Share. On 10 January 2022, the Subsequent Warrant was issued by the Company to the Subscriber at the Warrant Purchase Price of US$1.00, which entitles the Warrant holder to exercise the Warrant Subscription Right of up to the Subsequent Warrant Amount of US$3,455,000 worth of Warrant Shares equivalent to 41,194,230 Warrant Shares at the initial Warrant Exercise Price of HK$0.65 per Warrant Share. For details, please refer to the Company’s announcements dated 19, 28 and 29 January, 1 February, 1 and 15 March, 12 and 26 April, 10, 24 and 27 May, 7 and 30 June, 14 and 23 July, 24 August, 10 September, 10 November 2021 and 10 January and 16 February 2022 and the Company’s circular dated 30 June 2021.	On 10 September 2021, the Initial Warrant was issued by the Company to the Subscriber at the Warrant Purchase Price of US$1.00, which entitles the Warrant holder to exercise the Warrant Subscription Right of up to an Initial Warrant Amount of US$4,045,000 worth of Warrant Shares equivalent to 48,228,846 Warrant Shares at the initial Warrant Exercise Price of HK$0.65 per Warrant Share. On 10 January 2022, the Subsequent Warrant was issued by the Company to the Subscriber at the Warrant Purchase Price of US$1.00, which entitles the Warrant holder to exercise the Warrant Subscription Right of up to the Subsequent Warrant Amount of US$3,455,000 worth of Warrant Shares equivalent to 41,194,230 Warrant Shares at the initial Warrant Exercise Price of HK$0.65 per Warrant Share. For details, please refer to the Company’s announcements dated 19, 28 and 29 January, 1 February, 1 and 15 March, 12 and 26 April, 10, 24 and 27 May, 7 and 30 June, 14 and 23 July, 24 August, 10 September, 10 November 2021 and 10 January and 16 February 2022 and the Company’s circular dated 30 June 2021.
2. Type of shares issuable		Ordinary shares	Class of shares	Not applicable			Shares issuable to be listed on SEHK (Note 1)		Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)			06128
Description					General Meeting approval date (if applicable)	No. of new shares of issuer issued during the month pursuant thereto (D)		No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1).	On 30 May 2022 , Graphex Technologies, LLC ("Graphex Tech") and Emerald Energy Solutions LLC ("EES") entered into the Agreement in relation to the JV Formation. Upon formation, Graphex Tech will initially own one-third and EES will initially own two-third of the JV Membership Interest. Pursuant to the Agreement, (i) EES granted to Graphex Tech the Call Option for purchasing 30 JV Units (representing one-third of the JV Membership Interest) from EES in consideration for 35,000,000 Consideration Shares; and (ii) Graphex Tech granted EES the Put Option for requiring Graphex Tech to purchase 30 JV Units (representing one-third of the JV Membership Interest) from EES in consideration for 35,000,000 Consideration Shares. The issue price is HK$1.10 per Consideration Share. Issuance of Consideration Share is subject to approval at EGM. For details, please refer to the Company’s announcement dated 30 May 2022.					0		0
Total D (Ordinary shares): 0

Remarks:

1. 96,457,692 shares were approved in the AGM held on 15 June 2020; 171,811,537 shares were approved in the EGM held on 21 July 2021 2. 221,173,079 shares include (i)89,423,076 new shares which may be issued pursuant to the Warrant as stated under "Warrants" above; and (ii) a total of 131,749,997 new shares which may be issued pursuant to the Convertible Notes as stated under "Convertibles" above.

(E). Other Movements in Issued Share Not applicable

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Total increase / decrease (-) in Ordinary shares during the month (i.e. Total of A to E)

9,961,538

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IV. Information about Hong Kong Depositary Receipt (HDR)

Not applicable

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V. Confirmations

Not applicable

Submitted by: Kwok Ka Hei Title: Company Secretary

(Director, Secretary or other Duly Authorised Officer)

Notes

1. SEHK refers to Stock Exchange of Hong Kong.

2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return.

3. “Identical” means in this context:

4. ． the securities are of the same nominal value with the same amount called up or paid up;

5. they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to

6. ． exactly the same sum (gross and net); and

7. ． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

8. If there is insufficient space, please submit additional document.

9. In the context of repurchase of shares:

10. ． “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and

11. ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and

12. ． “type of shares issuable” should be construed as “type of shares repurchased”; and

13. ． “issue and allotment date” should be construed as “cancellation date”

14. In the context of redemption of shares:

15. ． “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and

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• ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and

• ． “type of shares issuable” should be construed as “type of shares redeemed”; and

• ． “issue and allotment date” should be construed as “redemption date”

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