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Graphex Group Limited Regulatory Filings 2021

Feb 3, 2021

50979_rns_2021-02-03_5d7b69dd-1b51-4bcc-8ff9-c5245e606953.pdf

Regulatory Filings

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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.

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Earthasia International Holdings Limited 泛亞環境國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6128)

PROPOSED CHANGE OF COMPANY NAME

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “Earthasia International Holdings Limited” to “Graphex Group Limited”, and the dual foreign name in Chinese of the Company from “泛亞環境國際控股有限公司” to “烯石電動汽車新材料控股有限公司”. The Proposed Change of Company Name is subject to the passing of a special resolution by the Shareholders to approve the Proposed Change of Company Name at the EGM and the Registrar of Companies in the Cayman Islands approving the Proposed Change of Company Name.

GENERAL

A circular containing, amongst other things, further details of the Proposed Change of Company Name and the notice of the EGM, and the related proxy form are expected to be despatched to the Shareholders as soon as practicable.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “Earthasia International Holdings Limited” to “Graphex Group Limited”, and the dual foreign name in Chinese of the Company from “泛亞環境國際控股有限公司” to “烯石電動汽車新材料控股有限公司” (the “ Proposed Change of Company Name ”).

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Reasons for the Proposed Change of Company Name

The Board considers that the Proposed Change of Company Name will provide the Company with a more appropriate reflection of the Company’s corporate mission.

Since the completion of the acquisition of its graphene business in 2019 the Company has become principally engaged in the development of technologies and processes for the enhancement of renewable energy. The Company focuses on the enrichment and manufacturing of spherical graphite and graphene, key components for electric vehicle batteries, lithium-ion batteries, and advanced solar energy products, among other uses and maintains an eco-design division allowing its landscape architecture experience help facilitating green energy powered urban renewal projects and the development of energy efficient parks. The Company holds 25 patents covering various technological, design and processing applications for graphene and graphite and is committed to the continued utilization of its technology and resources to further enhance renewable energy initiatives globally.

Conditions of the Proposed Change of Company Name

The Proposed Change of Company Name is subject to the following conditions:

  • (a) the passing of a special resolution by the Shareholders to approve the Proposed Change of Company Name at the extraordinary general meeting of the Company to be convened (the “ EGM ”); and

  • (b) the Registrar of Companies in the Cayman Islands approving the Proposed Change of Company Name by issuing a certificate of incorporation on change of name.

Subject to the satisfaction of all the conditions set out above, the Proposed Change of Company Name will take effect from the date on which the Registrar of Companies in the Cayman Islands issues the certificate of incorporation on change of name. Thereafter, the Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).

Effects of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any rights of the holders of securities of the Company or the Company’s daily business operation and its financial position. All existing share certificates in issue bearing the present name of the Company will, after the Proposed Change of Company Name becoming effective, continue to be evidence of title to such securities and the existing share certificate of the Company will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for free exchange of the

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existing share certificates of securities for new share certificates bearing the new name of the Company. Once the Proposed Change of Company Name becomes effective, new certificates of securities will be issued only in the new name of the Company.

In addition, subject to the confirmation by the Stock Exchange, the English and Chinese stock short names of the Company for trading in the securities on the Stock Exchange will also be changed after the Proposed Change of Company Name becomes effective.

GENERAL

The Board considers that the Proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole. A circular containing, amongst other things, further details of the Proposed Change of Company Name and the notice of the EGM, and the related proxy form are expected to be despatched to the Shareholders as soon as practicable.

The Company will make further announcement to inform the Shareholders of the results of the EGM, the effective date of the Proposed Change of Company Name and the new stock short names of the Company for trading of the shares of the Company on the Stock Exchange.

By Order of the Board Earthasia International Holdings Limited Lau Hing Tat Patrick Chairman

Hong Kong, 3 February 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 Director is 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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