Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Sign up Log in

Graphex Group Limited Share Issue/Capital Change 2021

Jul 5, 2021

50979_rns_2021-07-05_66f23cfb-3e77-4032-90d0-c6216d2a6b14.pdf

Share Issue/Capital Change

Open in viewer

Opens in your device viewer

==> picture [103 x 57] intentionally omitted <==

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 30/06/2021

To : Hong Kong Exchanges and Clearing Limited

Graphex Group Limited Name of Issuer (Incorporated in the Cayman Islands with limited liability) Date Submitted 05/07/2021

I. Movements in Authorised Share Capital

1. Ordinary Shares

1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares
(1) Stock code :
6128
Description :
No. of ordinary
shares
Balance at close of preceding month
2,000,000,000

Increase/(decrease)
NIL
Balance at close of the month
2,000,000,000
 GRAPHEX GROUP
Par value
(State
currency)
Authorised share
capital
(State currency)
HK$0.01
HK$20,000,000.00
NIL
HK$0.01
HK$20,000,000.00
Par value
(State
currency)
HK$0.01
HK$0.01
(2) Stock code :
N/A
Description :
No. of ordinary
shares
Balance at close of preceding month

Increase/(decrease)
Balance at close of the month
 N/A
Par value
(State
currency)
Authorised share
capital
(State currency)
Par value
(State
currency)

2. Preference Shares

Stock code : N/A Description : N/A No. of Par value Authorised share preference (State capital shares currency) (State currency) Balance at close of preceding month Increase/(decrease) Balance at close of the month 3. Other Classes of Shares Stock code : N/A Description : N/A No. of other Par value Authorised share classes of (State capital shares currency) (State currency) Balance at close of preceding month Increase/(decrease) Balance at close of the month

Total authorised share capital at the end of the month (State currency) : HK$20,000,000.00

II. Movements in Issued Share Capital

Balance at close of
preceding month
Increase/ (decrease)
during the month
Balance at close of
the month		 No. of ordinary shares
No of preference
shares
No. of other
classes of shares
(1)
(2)		 No. of ordinary shares
No of preference
shares
No. of other
classes of shares
(1)
(2)		 No. of ordinary shares
No of preference
shares
No. of other
classes of shares
(1)
(2)		 No. of ordinary shares
No of preference
shares
No. of other
classes of shares
(1)
(2)
488,251,538
NIL
488,251,538		 N/A
N/A
N/A		 N/A
N/A
N/A		 N/A
N/A
N/A

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer) Share Options (under Share Option Schemes of the Issuer) Share Options (under Share Option Schemes of the Issuer) Share Options (under Share Option Schemes of the Issuer) Share Options (under Share Option Schemes of the Issuer) Share Options (under Share Option Schemes of the Issuer)
Particulars of
share option
scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable		 Movement during the month No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month
Granted Exercised Cancelled Lapsed
1. Exercise Price:
NIL
NIL
NIL
NIL
HK$0.65


(03/06/2014)
Ordinaryshares




(Note 1)
2.



(/ /)
shares




(Note 1)
3.



(/ /)
shares




(Note 1)
Total A. (Ordinary shares)
(Preference shares)
(Other class)
Total funds raised during the month from exercise
of options (State currency)
NIL		 NIL
 NIL



NIL
N/A
N/A		 40,000,000

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants
(Date of expiry-dd/mm/yyyy)		 Description of warrants
(Date of expiry-dd/mm/yyyy)		 Description of warrants
(Date of expiry-dd/mm/yyyy)		 Currency
of nominal
value
Nominal value
at close of
preceding
month		 Currency
of nominal
value
Nominal value
at close of
preceding
month
Exercised
during the
month
Nominal value
at close of the
month
Exercised
during the
month
Nominal value
at close of the
month
Exercised
during the
month
Nominal value
at close of the
month

No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month

No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month











1.N/A












N/A
N/A
N/A

( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
2.N/A

( / / )

( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3.N/A

( / / )

( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4.N/A

( / / )

( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )

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

Class and description Class and description Class and description Currency of
amount
outstanding

Amount at
close of
preceding
month		 Converted
during the
month		 Amount at
close of the
month		 Amount at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month















1. Convertible Notes due in USD



 US$500,000
(equivalent to
approximately
HK$3,875,000)		 NIL




NIL
 US$500,000
(equivalent to
approximately
HK$3,875,000)		 NIL





NIL




NIL





NIL



 5,961,538
2023–First Note
(Maturity Date: 01/02/2023)
N/A


US$500,000
(equivalent to
approximately
HK$3,875,000)
5,961,538
NIL


US$500,000
(equivalent to
approximately
HK$3,875,000)		 5,961,538
NIL


US$500,000
(equivalent to
approximately
HK$3,875,000)		 5,961,538
USD
2023–Other Initial Notes
(Maturity Date: 12/04/2023)
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
AGM approval date
(if applicable)
(dd/mm/yyyy)		 N/A
Class and description
 Class and description
 Currency of
amount
outstanding

Amount at
close of
preceding
month		 Converted
during the
month		 Amount at close
of the month
No. of
new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
No. of
new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
5. Convertible Notes due in
USD
US$500,000
2023– Other Initial Notes
(equivalent to
(Maturity Date: 26/04/2023)
approximately

HK$3,875,000)
Stock code (if listed)
N/A
Class of shares
issuable_(Note 1)
Ordinary Shares
Subscription price
HK$0.65
(subject to adjustment)
AGM approval date
(if applicable)
(dd/mm/yyyy))
(15/06/2020)
6. Convertible Notes due in
USD
US$500,000
2023– Other Initial Notes
(equivalent to
(Maturity Date: 10/05/2023)
approximately

HK$3,875,000)
Stock code (if listed)
N/A
Class of shares
issuable(Note 1)
Ordinary Shares
Subscription price
HK$0.65
(subject to adjustment)
AGM approval date
(if applicable)
(dd/mm/yyyy))
(15/06/2020)
7. Convertible Notes due in
USD
US$1,250,000
2023– Other Initial Notes
(equivalent to
(Maturity Date: 27/05/2023)
approximately

HK$9,687,500)

Stock code (if listed)
N/A
Class of shares
issuable(Note 1)
Ordinary Shares
Subscription price
HK$0.65
(subject to adjustment)
AGM approval date
(if applicable)
(dd/mm/yyyy))
(15/06/2020)
8. Convertible Notes due in
USD
NIL
2023– Other Initial Notes

(Maturity Date: 07/06/2023)




Stock code (if listed)
N/A
Class of shares
issuable(Note 1)_
Ordinary Shares
Subscription price
HK$0.65
(subject to adjustment)
AGM approval date
(if applicable)
(dd/mm/yyyy))
(15/06/2020)		 USD



 US$500,000
(equivalent to
approximately
HK$3,875,000)
NIL





NIL



NIL
 US$500,000
(equivalent to
approximately
HK$3,875,000)
US$500,000
(equivalent to
approximately
HK$3,875,000)
US$1,250,000
(equivalent to
approximately
HK$9,687,500)
US$750,000
(equivalent to
approximately
HK$5,812,500)		 NIL





NIL




NIL




NIL



 5,961,538
N/A
5,961,538



14,903,846

NIL
 8,942,307
Class and description

 Class and description

 Currency of
amount
outstanding

Amount at
close of
preceding
month		 Converted
during the
month		 Amount at close
of the month		 Amount at close
of the month
No. of
new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
No. of
new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
9. Convertible Notes due in
USD
NIL
NIL
US$500,000
2023– Other Initial Notes

(equivalent to
(Maturity Date: 30/06/2023)

approximately


HK$3,875,000)
Stock code (if listed)
N/A
Class of shares
issuable_(Note 1)
Ordinary Shares
Subscription price
HK$0.65
(subject to adjustment)
AGM approval date
(if applicable)
(dd/mm/yyyy))
(15/06/2020)
10.
N/A









Stock code (if listed)
Class of shares
issuable(Note 1)_
Subscription price
AGM approval date
(if applicable)
(dd/mm/yyyy))
( / / )

Total C. (Ordinary shares) NIL
(Preference shares) N/A
(Other class) N/A		 USD


 NIL


 NIL








 5,961,538
N/A



N/A
N/A

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)


Options (other than under Share Option Schemes)
Options (other than under Share Option Schemes)

Full particulars including EGM approval date (dd/mm/yyyy),
if applicable, and class of shares issuable:		 No. of new shares
of issuer issued
during the month
pursuant thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month
1.
2.		 On 19 January 2021, the Company entered into the
NIL
NIL
N/A

N/A
 90,496,154
(including a total of
65,576,919 new
shares which may be
issued pursuant to the
Convertible Notes
as stated under
“Convertibles”above)
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 and 30 June 2021, 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) and US$500,000
Convertible Notes due in 2023 (i.e. Other Initial Notes) 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.
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 2021 and
the Company’s circular dated 30 June 2021.
(96,457,692 shares–AGM: 15 June 2020
171,811,538 shares-subject to approval
at the EGM to be held on 21 July 2021)
Ordinary shares_(Note 1)_
N/A
( / / )
shares_(Note 1)_
Total D. (Ordinary shares)
(Preference shares)
(Other class)

Other Movements in Issued Share Capital

Type of Issue No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
1. Rights issue
At price :
State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
 N/A
 N/A
2. Open offer
At price :
State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
 N/A
 N/A
3. Placing
At price :
State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
 N/A
 N/A
4. Bonus issue Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
 N/A
 N/A
Type of Issue Type of Issue No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
5. Scrip dividend
At price :
State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
 N/A
 N/A
6. Repurchase of
shares		 Class
of
shares
repurchased_(Note 1)
Cancellation date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )

 N/A

 N/A
7. Redemption of
shares		 Class
of
shares
redeemed_(Note 1)
Redemption date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )

 N/A

 N/A
8. Consideration
issue
At price :State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
 N/A
 N/A
Type of Issue No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
9. Capital
reorganisation		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )

 N/A

 N/A
10. Other
(Please specify)At price :
State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
 N/A
 N/A
Total E. (Ordinary shares)
(Preference shares)
(Other class)		 N/A
N/A
N/A

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) NIL (2) N/A Total increase / (decrease) in preference shares during the month (i.e. Total of A to E): N/A

Total increase / (decrease) in preference shares during the month (i.e. Total of A to E): N/A Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E): N/A

(These figures should be the same as the relevant figures under II above (“Movements in Issued Share Capital”).)

IV. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III which has not been previously disclosed in a return published under rule 13.25A, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

  • (i) all money due to the listed issuer in respect of the issue of securities has been received by it;

  • (ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under “Qualifications of listing” have been fulfilled;

  • (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

  • (iv) all the securities of each class are in all respects identical (Note 3) ;

  • (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;

  • (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;

  • (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

  • (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Remarks (if any): N/A

Submitted by:

Kwok Ka Hei

Title: Company Secretary (Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

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 rule 13.25A in relation to the securities issued, no further confirmation is required to be made in this return.

3. “Identical” means in this context:

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

  • 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 exactly the same sum (gross and net); and

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

4. If there is insufficient space, please append the prescribed continuation sheet.

More from Graphex Group Limited

Regulatory Filings 2026
May 4
Regulatory Filings 2026
May 4
Report Publication Announcement 2026
Apr 30
Report Publication Announcement 2026
Apr 30
Proxy Solicitation & Information Statement 2026
Apr 30
AGM Information 2026
Apr 30
AGM Information 2026
Apr 30
Annual Report 2026
Apr 30
Delisting Announcement 2026
Apr 17
Regulatory Filings 2026
Apr 16
View all filings →