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1、2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm1/231F-1/A 1 tm2118847-24_f1a.htm F-1/ATABLE OF CONTENTSAs filed with the Securities and Exchange Commission on August 1,2022Registration No. UNITED STATES SECU
2、RITIES AND EXCHANGE COMMISSION WASHINGTON,D.C.20549 AMENDMENT NO.7 TO FORM F-1REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Graphex Group Limited(Exact name of Registrant as specified in its charter)Cayman Islands 3624 Not Applicable (State or other jurisdiction of incorporation or organiz
3、ation)(Primary Standard Industrial Classification Code Number)(I.R.S.Employer Identification number)11/F COFCO Tower 262 Gloucester Road Causeway Bay Hong Kong Tel:+852 2559 9438(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Gl
4、obal,Inc.122 East 42 Street,18 Floor New York,NY 10168 Tel:+1(800)494 5225(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Richard Morris,Esq.Wilson Williams,LLC 43 West 43rd Street Suite 130 New York,NY 10036-7424(212)859-5087 Joseph M.Lucosky
5、,Esq.Lucosky Brookman LLP 101 Wood Avenue South,5 Floor Woodbridge,NJ 08830(732)395-4400 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.If any of the securities being registered on this Form are to be off
6、ered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check thefollowing box and list the Securities Act registr
7、ation statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective regi
8、stration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by
9、 check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with US GAAP,indicate by check mark if the registranthas elected not to use
10、 the extended transition period for complying with any new or revised financial accounting standards provided pursuantto section 7(a)(2)(B)of the Securities Act.American Depository Shares representing ordinary shares of the registrant are registered on a Form F-6 registration statement under the Sec
11、uritiesAct of 1933(File No.).The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrantshall file a further amendment which specifically states that this registration statement shall thereafter become
12、effective in accordance withSection 8(a)of the Securities Act of 1933,as amended,or until the registration statement shall become effective on such date as the Commission,acting pursuant to said Section 8(a),may determine.ndthth2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/
13、edgar/data/1816723/0004721/tm2118847-24_f1a.htm2/231TABLE OF CONTENTS(Subject to Completion)PRELIMINARY PROSPECTUS DATED,20223,200,000 American Depositary SharesRepresenting 64,000,000 Ordinary SharesGRAPHEX GROUP LIMITEDThis is the public offering of American Depositary Shares(“ADSs”)rep
14、resenting ordinary shares of Graphex GroupLimited(“GGL”).GGL is offering$8,000,000 of ADSs,each ADS representing 20 ordinary shares of GGL,par valueHK$0.01 per share.We expect the public offering price of the ADSs to be based on the between$2.00 and$3.00 per share.The public offering price per ADS w
15、ill be determined through negotiation between us and the underwriters in the offeringand may be at a discount to the current market price of the ADSs on the OTCQX.Currently,our ordinary shares aretraded on the Hong Kong Stock Exchange with the stock number of 6128.HK and ADSs are traded on the OTC M
16、arketunder the symbol GRFXY.GGL has applied to have the ADSs listed on the NYSE American LLC stock exchange market(“NYSE American”)under the symbol“GRFX.”GGL cannot guarantee that GGL will be successful in listing the ADSson the NYSE American;however,GGL will not complete this offering unless the AD
17、Ss are so listed.GGL is a“foreign private issuer”and an“emerging growth company”,each as defined under the U.S.federal securitieslaws and,as such,GGL will be subject to reduced public company reporting requirements.See“Prospectus SummaryCorporate History and StructureForeign Private Issuer Status”an
18、d“Emerging Growth Company Status.”GGL is a Cayman Islands holding company with a majority of its operations conducted in the Peoples Republic of Chinathrough its subsidiaries.This structure involves unique risks to investors.See“Risk Factors”beginning on page 20 of thisprospectus,including“Risk Fact
19、orsRisks Related to the PRC”beginning on page 31.In particular,as a substantialpart of GGLs operations are conducted through our subsidiaries in the PRC,GGL is subject to certain legal andoperational risks associated with the PRC subsidiaries operations in China,including that changes in the legal,p
20、oliticaland economic policies of the Chinese government,the relations between China and the United States,or Chinese or UnitedStates regulations may materially and adversely affect our business,financial condition and results of operations.PRClaws and regulations governing our current business opera
21、tions in the PRC are subject to changing interpretation and thescope of such laws and regulations as of any specific date may be uncertain.These risks may result in a material change inour PRC operations and the value of our ordinary shares or could significantly limit or completely hinder our abili
22、ty tooffer or continue to offer our securities to investors and cause the value of such securities to decline significantly or beworthless.Recently,the PRC government initiated a series of regulatory actions and statements to regulate business operations inChina with little advance notice,including
23、cracking down on illegal activities in the securities market,enhancingsupervision over China-based companies listed overseas using a VIE structure,adopting new measures to extend the scopeof cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.We do not use a VIE Structure an
24、dbelieve that our subsidiaries are not directly subject to these regulatory actions or statements,as we have not implementedany monopolistic behavior and our business does not involve the collection of user data or implicate cybersecurity.As ofthe date of this prospectus,no relevant laws or regulati
25、ons in the PRC explicitly require us to seek approval from theChina Securities Regulatory Commission,or the CSRC,or any other PRC governmental authorities for the offering,norhas our Cayman Island holding company,any of our PRC subsidiaries received any inquiry,notice,warning or sanctionsregarding t
26、he offering from the CSRC or any other PRC governmental authorities.However,since these statements andregulatory actions by the PRC government are newly published and official guidance and related implementation ruleshave not been issued,it is highly uncertain when legislative or administrative regu
27、lation making bodies will respond andwhat existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated,if any,and the potential impact such modified or new laws and regulations will have on our daily business operation,theability to accept forei
28、gn investments and list on an U.S.or other foreign exchange.The Standing Committee of theNational Peoples Congress,or the SCNPC,or other PRC regulatory authorities may in the future promulgate laws,regulations or implementing rules that require our company or any of our subsidiaries to obtain regula
29、tory approval fromChinese authorities before this offering.See“Risk FactorsRisks Related to the PRC”beginning on page 31 of thisprospectus for a summary of these legal and operational risks.Friedman LLP,GGLs auditor,has provided its report on our consolidated financial statements included in thispro
30、spectus,is headquartered in,and its workpapers are located in,New York,New York.Pursuant to the Holding ForeignCompanies Accountable Act(“HFCA Act”),the Public Company Accounting Oversight Board(the“PCAOB”)issued areport on December 16,2021 which found that the PCAOB is unable to inspect or investig
31、ate completely registered publicaccounting firms headquartered in mainland China of the PRC and Hong Kong.In addition,the PCAOBs reportidentified the specific registered public accounting firms which are subject to these determinations.GGLs auditor hasbeen inspected by the PCAOB on a regular basis a
32、nd is not subject to the determinations announced by the PCAOB onDecember 16,2021.Trading in GGL securities may be prohibited under the Holding Foreign Companies Accountable Actif the PCAOB determines that it cannot inspect or investigate completely GGLs auditor,and that as a result an exchangemay d
33、etermine to delist GGLs securities.See“Risk Factors-Recent joint statements by the SEC and the Public CompanyAccounting Oversight Board(“PCAOB”)proposed rule changes under the HFCA Act that call for additional and morestringent criteria to be applied to emerging market companies upon assessing the q
34、ualification of their auditors,especiallythe non-U.S.auditors who are not inspected by the PCAOB.”On June 22,2021,the U.S.Senate passed the AcceleratingHolding Foreign Companies Accountable Act,which,if passed by the U.S.House of Representatives and signed into law,would reduce the period of time fo
35、r foreign companies to comply with PCAOB audits to two consecutive years instead ofthree,thus reducing the time period for triggering the prohibition on trading.These developments could add uncertaintiesto certain foreign issuers in their continued listing or future offerings of securities in the U.
36、S.See“Risk Factors RisksRelating to SEC and PCAOB Positions Regarding Public Accounting Firms that are not Inspected by the PCAOB”formore information.Any such consequence would cause the value of such securities to decline significantly or be worthless.Cash may be transferred within the Graphex cons
37、olidated group in the following manner:by transfer of funds to oursubsidiaries,including our PRC subsidiaries,by way of capital contributions or loans,through intermediate holdingcompanies or otherwise;by providing loans to our subsidiaries and vice versa;and our subsidiaries,including our PRCsubsid
38、iaries,may make dividends or other distributions to us,through intermediate holding companies or otherwise.Wehave no VIE agreements.We have made the following aggregate cash intercompany payments and transfers from January 2020 to April 30,2022:PAYOR/DISTRIBUTOR PAYEE/RECIPIENT AMOUNT DESCRIPTION Ea
39、rthasia(International)Ltd.HK to Earthasia(Shanghai)Co.Ltd PRC US$400,000.00 Capital injection Earthasia(Shanghai)Co.Ltd PRC to Earthasia(International)Ltd.HK US$533,000 Loan repayment Thai Joy FB Management(SH)Co PRC to Thai Gallery(HK)Ltd.HK 11,210,000 Dividend Allied Apex Limited HK to Shanghai Ta
40、nao NewMaterial Technology Co Ltd PRC HK$13,900,000 Capital injection There have not been any transfers,dividends,or distributions to U.S.investors to date.The cash transfers of Graphex are included in the Selected Consolidated Statements of Cash Flows Data that is included inunder“Selected Consolid
41、ated Financial And Operating Data”and the Consolidated Statements of Changes in Equity andConsolidated Statements of Cash Flows that are included as part of this prospectus.Graphex intends to make or continue to make additional intercompany payments and distributions from time to time inorder to all
42、ocate capital within the businesses conducted by Graphex including its subsidiaries.Graphex does notpresently intend to make any distribution on account of its ordinary shares.Investing in the ADSs is highly speculative and involves a significant degree of risk.See“Risk Factors”beginning on page20 o
43、f this prospectus for a discussion of information that should be considered before making a decision to purchase theADSs.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this p
44、rospectus.Any representation to the contrary is acriminal offense.Per ADS Total Public offering price$Underwriting discounts and commissions$Proceeds to us,before expenses$GGL has granted the underwriters an option for a period of 45 days after the closing of this offering to purchase anadditional$1
45、,200,000 of ADSs solely to cover over-allotments,at the public offering price less underwriting discountsand commissions.If the underwriters exercise the option in full,the total underwriting discounts and commissionspayable will be$690,000 and the total proceeds to us,before expenses,will be$8,510,
46、000.The underwriter expects to deliver the ADSs to purchasers in the offering on or about,2022.EF HUTTONdivision of Benchmark Investments,LLCThe date of this prospectus is,2022The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities until the
47、 registration statement filed with theSecurities and Exchange Commission is effective.This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy thesesecurities in any jurisdiction where the offer or sale is not permitted.2022/12/13tm2118847-24_f1a-b
48、lock-59.5099224shttps:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm3/231TABLE OF CONTENTS TABLE OF CONTENTS Page SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ii ENFORCEABILITY OF CIVIL LIABILITIES iii PROSPECTUS SUMMARY 1 RISK FACTORS 20 USE OF PROCEEDS 58 DIV
49、IDEND POLICY 59 CAPITALIZATION 60 DILUTION 61 CORPORATE HISTORY AND STRUCTURE 62 SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA 68 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS 70 OUR INDUSTRY 100 OUR BUSINESS 105 REGULATIONS 122 MANAGEMENT 135 PRINCIPAL SHA
50、REHOLDERS 144 RELATED PARTY TRANSACTIONS 146 DESCRIPTION OF SHARE CAPITAL 147 DESCRIPTION OF AMERICAN DEPOSITARY SHARES 156 ADSs ELIGIBLE FOR FUTURE SALE 164 TAXATION 166 UNDERWRITING 174 SELLING RESTRICTIONS 177 EXPENSES RELATING TO THIS OFFERING 181 LEGAL MATTERS 182 EXPERTS 183 WHERE YOU CAN FIND
51、 ADDITIONAL INFORMATION 184 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus or in any related free writingprospectus.We have not authorized anyone to provide you with information different from that contained inthis prospectus or an
52、y free writing prospectus.GGL is offering to sell,and seeking offers to buy,the ADSsonly in jurisdictions where offers and sales are permitted.The information contained in this prospectus iscurrent only as of the date of this prospectus,regardless of the time of delivery of this prospectus or of any
53、sale of the ADSs.i 2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm4/231 TABLE OF CONTENTS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSThis prospectus contains forward-looking statements that reflect our current e
54、xpectations and views offuture events.The forward-looking statements are contained principally in the sections entitled“ProspectusSummary,”“Risk Factors,”“Managements Discussion and Analysis of Financial Condition and Results ofOperations”and“Business.”Known and unknown risks,uncertainties and other
55、 factors,including thoselisted under“Risk Factors,”may cause our actual results,performance or achievements to be materiallydifferent from those expressed or implied by the forward-looking statements.You can identify some of these forward-looking statements by words or phrases such as“may,”“will,”“e
56、xpect,”“anticipate,”“aim,”“estimate,”“intend,”“plan,”“believe,”“likely,”“potential,”“continue”orother similar expressions.We have based these forward-looking statements largely on our currentexpectations and projections about future events that we believe may affect our financial condition,resultsof
57、 operations,business strategy and financial needs.These forward-looking statements include statementsrelating to:our goals and strategies;our future business development,financial conditions and results of operations;fluctuations in prices,interest rates and other factors that may increase our costs
58、 significantly;our expectations regarding demand for and market acceptance of our products and services;competition in our industry;andrelevant government policies and regulations relating to our industry.These forward-looking statements involve various risks and uncertainties.Although we believe th
59、at ourexpectations expressed in these forward-looking statements are reasonable,our expectations may later befound to be incorrect.Our actual results could be materially different from our expectations.Important risksand factors that could cause our actual results to be materially different from our
60、 expectations are generallyset forth in“Risk Factors,”“Managements Discussion and Analysis of Financial Condition and Results ofOperations,”“Business,”“Regulation”and other sections in this prospectus.You should thoroughly readthis prospectus and the documents that we refer to with the understanding
61、 that our actual future results maybe materially different from and worse than what we expect.We qualify all of our forward-lookingstatements by these cautionary statements.This prospectus contains certain data and information that we obtained from various government and privatesources.Statistical d
62、ata obtained from these sources may include projections based on a number ofassumptions.Our industry may not grow at the rate projected by these sources,or at all.Failure of ourmarkets to grow at the projected rate may have a material and adverse effect on our businesses and themarket price of our o
63、rdinary shares and the ADSs.In addition,the rapidly changing nature of our marketsmay result in significant uncertainties for any projections or estimates relating to our growth prospects orfuture condition.Furthermore,if any one or more of the assumptions underlying the market data are laterfound t
64、o be incorrect,actual results may differ from the projections based on these assumptions.You shouldnot place undue reliance on these forward-looking statements.The forward-looking statements made in this prospectus relate only to events or information as of the dateon which the statements are made i
65、n this prospectus.Except as required by law,we undertake no obligationto update or revise publicly any forward-looking statements,whether as a result of new information,futureevents or otherwise,after the date on which the statements are made or to reflect the occurrence ofunanticipated events.You s
66、hould read this prospectus and the documents that we refer to in this prospectusand have filed as exhibits to the registration statement,of which this prospectus is a part,completely andwith the understanding that our actual future results may be materially different from what we expect.ii 2022/12/1
67、3tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm5/231 TABLE OF CONTENTS ENFORCEABILITY OF CIVIL LIABILITIESWe are incorporated in the Cayman Islands in order to enjoy the following benefits:political and economic stability;an e
68、ffective judicial system;a favorable tax system;the absence of exchange control or currency restrictions;andthe availability of professional and support services.However,certain disadvantages accompany incorporation in the Cayman Islands.These disadvantagesinclude,but are not limited to,the followin
69、g:The Cayman Islands has a less developed body of securities laws as compared to the US and thesesecurities laws provide significantly less protection to investors;andCayman Islands companies may not have standing to sue before the federal courts of the US.Our constitutional documents do not contain
70、 provisions requiring that disputes,including those arisingunder the securities laws of the US,between us,our officers,directors and shareholders,be arbitrated.Currently,all of our operations are conducted outside the US,and substantially all of our assets are locatedoutside the US.Most of our offic
71、ers are nationals or residents of jurisdictions other than the US and asubstantial portion of their assets are located outside the US.As a result,it may be difficult for ashareholder or holder of an ADS to effect service of process within the US upon these persons,or to enforceagainst us or them jud
72、gments obtained in US courts,including judgments predicated upon the civil liabilityprovisions of the securities laws of the US or any state in the US.We have appointed Cogency Global Inc.,located at 10 East 40 Street,10 Floor,New York,NY 10016,asour agent to receive service of process with respect
73、to any action brought against us in the United States inconnection with this offering under the federal securities laws of the United States or of any State in theUnited States.There is uncertainty as to whether the courts of the Cayman Islands,the PRC,and Hong Kong,respectively,would:recognize or e
74、nforce judgments of US courts obtained against us or our directors or officers predicatedupon the civil liability provisions of the securities laws of the US or any state in the US;orentertain original actions brought in each respective jurisdiction against us or our directors or officerspredicated
75、upon the securities laws of the US or any state in the US.We believe that although there is no statutory enforcement in the Cayman Islands of judgments obtained inthe federal or state courts of the US(and the Cayman Islands are not a party to any treaties for the reciprocalenforcement or recognition
76、 of such judgments),a judgment in personam obtained in such jurisdiction willbe recognized and enforced in the courts of the Cayman Islands at common law,without any re-examinationof the merits of the underlying dispute,by an action commenced on the foreign judgment debt in the GrandCourt of the Cay
77、man Islands,provided such judgment(a)is given by a competent foreign court withjurisdiction to give the judgment,(b)imposes a specific positive obligation on the judgment debtor(such asan obligation to pay a liquidated sum or perform a specified obligation),(c)is final and conclusive,(d)isnot in res
78、pect of taxes,a fine or a penalty;(e)has not been obtained by fraud;and(f)was not obtained in amanner and is not of a kind the enforcement of which is contrary to natural justice or the public policy ofthe Cayman Islands.However,the Cayman Islands courts are unlikely to enforce a judgment obtained f
79、romthe US courts under civil liability provisions of the US federal securities law if such judgment is determinedby the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitivein nature.Because such a determination has not yet been made by a court of the C
80、ayman Islands,it isuncertain whether such civil liability judgments from US courts would be enforceable in the CaymanIslands.A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are beingbrought elsewhere.iii thth2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec
81、.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm6/231TABLE OF CONTENTS Allbright Law Offices,our counsel as to PRC law,has advised us that the recognition and enforcement ofPRC foreign judgments are subject to compliance with the PRC Civil Procedures Law and relevant civilpro
82、cedure requirements in the PRC.PRC courts may recognize and enforce foreign judgments inaccordance with the requirements of PRC Civil Procedures Law based either on treaties between the PRCand the country where the judgment is made or on reciprocity between jurisdictions.The PRC does not haveany tre
83、aties or other form of reciprocity with the US or the Cayman Islands that provide for the reciprocalrecognition and enforcement of foreign judgments.In addition,according to the PRC Civil Procedures Law,courts in the PRC will not enforce a foreign judgment against us or our directors and officers if
84、 they decidethat the judgment violates the basic principles of PRC law or national sovereignty,security,or publicinterest.As a result,it is uncertain whether and on what basis a PRC court would enforce a judgmentrendered by a court in the US or in the Cayman Islands.The recognition and enforcement o
85、f Hong Kong foreign judgments are subject to compliance with the HongKong laws.The Hong Kong courts may recognize and enforce judgments from courts in other jurisdictionsin accordance with the Hong Kong laws based either on the ordinances of Hong Kong and the common lawprinciples.Currently,except fo
86、r the arrangement with mainland China,Hong Kong has not entered into anymultilateral convention or bilateral treaty regarding recognition and enforcement of foreign judgments norHong Kong is a party to any international treaties/conventions relevant to the enforcement of foreignjudgments,including t
87、he US or the Cayman Islands.The consequence is that foreign judgments obtained inthe US or the Cayman Islands can only be enforced in Hong Kong under common law,which entails issuingfresh proceedings in Hong Kong based on the judgment.iv 2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov
88、/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm7/231 TABLE OF CONTENTS PROSPECTUS SUMMARYThis summary highlights certain information contained in greater detail elsewhere in this prospectus.Youshould read the entire prospectus carefully,including our financial statements and rel
89、ated notes and therisks described under“Risk Factors”and“Managements Discussion and Analysis of Financial Conditionand Results of Operations.”GGL notes that our actual results and future events may differ significantlybased upon a number of factors.The reader should not put undue reliance on the for
90、ward-lookingstatements in this document,which speak only as of the date on the cover of this prospectus.All references to“Graphex”,“we”,“us”,“our”,“Company”,“Registrant”or similar terms used in thisprospectus,unless the context otherwise indicates,refer to Graphex Group Limited,an exempted companyin
91、corporated under the laws of the Cayman Islands with limited liability(“GGL”),including itsconsolidated subsidiaries in the PRC and Hong Kong:Earthasia Holdings Limited(“EAHL”),Carbonaphene Holdings Limited(“CHL”)(formerly known as“Yummy Holdings Limited”)and HappyGrowth Group Limited(“HGGL”).Such r
92、eferences are based on the business or businesses conducted,which are the businesses by EAHL(Landscape architecture and design business),CHL(catering businessfocuses on the operation of restaurants),or HGGL(Graphene business)and their subsidiaries as referencedon such chart.The organizational chart
93、on page 63 summaries the companies that are part of theconsolidated group of GGL and the businesses conducted by such companies.As used in this prospectus,“CHL”means Carbonaphene Holdings Limited,a BVI company that is the parent entity of theconsolidated subsidiaries of GGL that conducts our Caterin
94、g Business,including its consolidatedsubsidiaries,unless the context otherwise indicates.“EAHL”means Earthasia Holdings Limited a BVI company that is the parent entity of theconsolidated subsidiaries of GGL that conducts our Landscape Architecture and Design Business,including its consolidated subsi
95、diaries,unless the context otherwise indicates.“EURO”or”EUR”refers to the legal currency of those member states of the European Union thathave joined the single currency.“GGL”refers to Graphex Group Limited,an exempted company incorporated under the laws of theCayman Islands with limited liability,w
96、hich is the issuer of the ordinary share and the ADSs that arepurchased in this offering.“HGGL”refers to Happy Growth Group Limited,a BVI company that is the parent entity of theconsolidated subsidiaries of GGL that conducts our Graphene business,including its consolidatedsubsidiaries,unless the con
97、text otherwise indicates.“HK$”or“Hong Kong Dollar”refers to the legal currency of Hong Kong.“Hong Kong”refers to Hong Kong Special Administrative Region of the Peoples Republic of China.“Hong Kong Stock Exchange”means The Stock Exchange of Hong Kong Limited.“PRC”refers to the Peoples Republic of Chi
98、na,including Taiwan,Hong Kong,and Macau,howeverthe only times that such jurisdictions are not included in the definition of“PRC”is when wereference specific laws that have been adopted by the Peoples Republic of China.“RMB”or“Renminbi”refers to the legal currency of the PRC.“US”refers to the United
99、States ofAmerica.“WFOE”a wholly foreign owned enterprise incorporated in PRC as an investment vehicle for a PRCbased business.“$”,“US$”,or“US dollars”refers to the legal currency of the US.Company information provided herein is as of December 31,2021 unless otherwise indicated.The ordinary shares ar
100、e listed on the Hong Kong Stock Exchange and the ADSs are listed on the OTCQXBest Market.1 2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm8/231 TABLE OF CONTENTS Investors in this offering are purchasing the ADSs that
101、 are related to the ordinary shares issued by GGL.GGL is a holding company with two significant business segments(1)graphene products and relatedbusinesses,including battery storage solutions for clean energy that deliver reliable and cost-competitivepower in a safe and environmentally sustainable w
102、ay for electric vehicles(“EV”)and renewable powerproducers;and(2)other businesses:Our Graphene Products BusinessWe are a leading manufacturer of natural spherical graphite and specialized graphite products that are usedprimarily in lithium-ion(“Li-ion”)batteries typically for electric vehicles and c
103、lean energy storagesolutions.Graphene is a one atom thick layer of graphite,a commonly found mineral.Graphene is thethinnest and hardest known material with superior electronic and thermal conductivity and lighttransmission properties that enable a broad range of applications.Our graphene products o
104、perations arebased in the PRC and are strategically located near the largest accessible supply source of high-qualitynatural graphite in the world.We currently supply approximately 30 customers in the PRC,including wholesalers,traders,and batterymanufacturers.The primary customers for our graphene p
105、roducts include manufacturers of automotivebatteries,conductive agents,refractory materials for the steel industry,and heat sink materials for precisionelectronics.We have 20 patents related to our Graphene Products Business in the PRC,including for products,production methods,machinery design,and e
106、nvironmental protection.Our primary graphene products are:Spherical graphite of D50=10-15m(“SG”),which is an essential material for the production of anodesfor Li-ion batteries used in electric vehicles(“EV”)and grid energy storage.High-purity graphite(“HPG”),which contains over 99.95%carbon with le
107、ss than 0.2%moisture.HPGhas superior electric and thermal conductivity,resistance to corrosion,and chemical stability.HPG is usedin refractory materials and advanced coatings,among other products.Micronized graphite(“MG”),which is a by-product of our production process,with outstanding oxidationresi
108、stance under high temperature,lubricative,formability,electric and thermal conductivity,andadhesive properties and has several applications including corrosion-resistant coating,lubricants,andother new composite materials.We believe that the market for our graphene products will continue to experien
109、ce significant growth.Ourgraphene products market is driven primarily by demand for Li-ion batteries that require SG for anodematerial and for lithium plasma.We believe that a significant driver for Li-ion batteries is their use in EVand in grid-storage applications.According to a 2020 International
110、 Energy Agency report,the PRCaccounted for 47%of the global EV stock in 2019 at a market penetration rate of approximately 5%.Basedon certain industry studies,we believe that the global EV penetration rate for new vehicles in 2050 could beas much as 70%.A typical Li-ion High-Energy(100 Ah)cell of ar
111、ound 3,400g requires over 650g ofgraphite and each EV contains approximately 70kg of graphite.We focus on our energy storage products and growing our manufacturing platform.Our products are criticalto the transition to a more sustainable,resilient and environmentally friendly future.We believe that
112、energystorage is on the verge of accelerated growth as renewable energy sources continue to grow.We believe thatutility-scale battery storage will play an increasing role in the electrification drive,including solar and windplus-storage,and grid congestion and peaking capacity.By combining storage w
113、ith intermittent renewableenergy sources,unreliable intermittent generation capacity can become more dependable and replace fossiland nuclear fueled baseload capacity.According to Bloomberg New Energy Finance(“BNEF”)the global energy storage market is expected togrow to a cumulative 1,095 gigawatts(
114、“GW”),attracting an estimated$660 billion in future investment by2040.With approximately 3.3 GW of energy storage commissioned globally in 2019,BNEF previouslyanticipated an increase to 4.7 GW in 2020.Based on such reports,we expect the global energy storagemarket to continue a similar trend and to
115、grow at a 53%compound annual growth rate from 6.48 GW in2019 to approximately 83 GW by 2025.2 2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm9/231 TABLE OF CONTENTS As electrification trends continue,we believe that d
116、emand will shift to finer SG because,theoretically,finerSG can enhance the batteries charge density owing to its higher aspect ratio.We expect that this trend isone of our competitive strengths because while the market currently demands SG with a particle size of 10-15 microns,we have the ability to
117、 produce SG with a particle size of 6-9 microns and are already workingon developing ultra-fine spherical graphite with a particle size of 3-5 microns for higher energy storagecapacity.More than 62%of our 2021 revenues are from sales of graphene products.We believe the growthof our Graphene Products
118、 Business will continue and be our primary source of our revenue.Our Other BusinessesOur Other Businesses segment includes our Landscape Architecture and Design Business and,to a lesserdegree,our Catering Business.Our landscape architecture and design services include landscape design,master plannin
119、g and urban design services to clients including governments,public bodies,private propertydevelopers,state-owned property developers,town planning companies,architecture companies andengineering companies in the PRC and Hong Kong.We focus on four types of projects that include theintegration of cle
120、an energy storage and use:(i)residential development projects;(ii)infrastructure andpublic open space projects;(iii)commercial and mixed-use development projects;and(iv)tourism and hotelprojects.EAHL is one of the few firms that are licensed to provide landscape architecture and designservices in th
121、e PRC for projects with investment amounts in excess of RMB20 million.We believe thatintegrating clean energy solutions into landscape architecture and design will minimize communitiesconcerns about aesthetics,noise,health,and other issues that generate resistance to implementing cleanenergy solutio
122、ns.Our Other Businesses segment accounted for approximately 38%of our 2021 revenues.Our CateringBusiness,a component of our Other Businesses segment which has been largely suspended due to theCOVID-19 pandemic and other factors,contributed approximately 5%of our 2021 revenues.Our Competitive Strengt
123、hsWe believe the following competitive strengths have contributed to our success and position us well forfuture growth:Graphene Products BusinessAmple Supply of Raw Material:We are strategically located near the one of the worlds largest knownsupply sources of high-quality natural graphite.A Stable
124、Customer Base:We have established relationships with more than 30 customers in the largestmarket for graphene products.Significant Intellectual Property Rights:We have 20 patents related to our Graphene Products Business,including patents on products,production methods,machinery design,and environme
125、ntal protection inthe PRC.Research and Development Abilities:We are committed to research and development through our R&DDepartment,guided by a professor and Senior Engineer who holds a doctorate in Mineral Processing fromWuhan University of Technology.Preparation for Technological Development:Altho
126、ugh the market currently demands spherical graphite of10-15 microns,we are able to produce ultra-fine spherical graphite of 6-9 microns,which is ready for usein advanced applications.Personnel:We have 102 employees experienced in the manufacture of graphene products with anaverage tenure in this ind
127、ustry of over 5 years.Market Acceptance:Our Graphene Products Business has been supplying graphene products forapproximately eight years.Stable Production Facilities:We have never experienced any material disruption of supply of inputs ormanufacturing,other than the temporary interruption during the
128、 COVID-19 pandemic.3 2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm10/231 TABLE OF CONTENTS Landscape Architecture and Design BusinessBusiness Sustainability:We have been providing landscape architecture and design s
129、ervices for over 40years.Our business is well developed and generates stable revenues and cash flows.Personnel:Our more than 300 experienced employees with an average tenure of over 10 years enable usto successfully bid for contracts and grow our business.Licensing:Our licenses and approvals in Hong
130、 Kong and the PRC allow us to bid on larger scaleprojects with higher margins.Patents:We have 33 patents in the PRC for our own landscape designs.Other AdvantagesCapital Market Access:We are a listed company on the Main Board of the Stock Exchange of HongKong Ltd.(“HKEx”),and we expect to have the A
131、DSs listed on the NYSE American after this offering.We believe these listings provide us access to sophisticated capital markets,additional capital to invest inour future growth,and liquidity for our shareholders.Public Company Experience:We have been listed on the HKEx since 2014.Our management ise
132、xperienced in operating a listed company on one of the worlds major exchanges,and our board ofdirectors includes individuals with extensive experience in managing companies listed on US exchanges.Preferential Tax Rate:We benefit from a reduced tax rate as a result of our being recognized as aNationa
133、l High-tech Enterprise by the relevant PRC government agency.This recognition is related to ourannual investment in research and development and ongoing development of new intellectual property.The advantageous tax rate results in higher cash flow from operations,which benefits all of our businessop
134、erations.Graphex has a history of operating losses.During the years ended December 31,2021 and 2020,the Groupincurred net losses of HK$125,501,000(approximately US$16,089,000)and HK$100,621,000(approximately US$12,900,000),respectively.Our StrategyOur strategic mission is to significantly expand our
135、 Graphene Products Business and be a leading supplierof graphene products for clean energy products,while continuing our other businesses.To achieve ourmission,we intend to:Graphene Products BusinessInvest in research and development to enable breakthroughs in technology.Expand our production capaci
136、ty.Maintain our price competitiveness.Expand our product mix.Plan to acquire downstream businesses.Landscape Architecture and Design BusinessContinuously identify new contracts.Pursue projects which will provide greater profit margins.Launch a procurement program to maintain profitability.Maintain h
137、igh quality design.Invest in enhancing the skills of our designers.Integrate clean energy storage and use into landscape architecture for public spaces.4 2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm11/231TABLE OF C
138、ONTENTS Permission or Approvals Required from the PRC Authorities with respect to the Operations of our PRC SubsidiariesWe conduct substantially all of our business in the PRC through our PRC subsidiaries.Each of our PRCsubsidiaries is required to obtain,and has obtained,a business license issued by
139、 the PRC StateAdministration for Market Regulation and its local counterparts.Additionally,EAHL and CHL are requiredto obtain,and have obtained,an array of operating licenses and permits in connection with their operations,including but not limited to(i)the Engineering Design Qualification Certifica
140、te for Landscape Architectureand Design Business held by Earthasia Design(Shanghai)Company Limited and Earthasia(Qianhai)Limited,(ii)the food production and trade permit used to be held by Chengdu Taihaowei Catering Co.Ltd.,which has been voluntarily canceled due to our overall business arrangement.
141、As of the date of this prospectus and to the Companys knowledge,we have not received any notice andhave not been subject to any penalty or other disciplinary action from any PRC authority for the failure toobtain or the insufficiency of any approval or permit in connection with the conduct or servic
142、e of ourbusiness operations.We have not been denied by any PRC authority with respect to the application of anyrequisite permissions by us and our PRC subsidiaries in China.However,we may be subject to additional licensing requirements,and our conclusion on the status of ourlicensing compliance may
143、prove to be mistaken,due to uncertainties around the interpretation andimplementation of relevant laws and regulations and the enforcement practice by relevant governmentauthorities,PRC governments ability to intervene in or influence our operations at any time,and the rapidevolvement of PRC laws,re
144、gulations,and rules which may be preceded with little or no advance notice.Wecannot assure you that we are or will be in compliance with all licensing requirements applicable to us orwill not be subject to any penalty in the future due to the lack or insufficiency of approvals or permits.Thefailure
145、of our subsidiaries to obtain or to thereafter maintain any permit or license required of theiroperations may result in the suspension or termination of,or otherwise give rise to a material adversechange to,their businesses,which would materially and adversely affect our financial condition and resu
146、ltsof operations and cause the ADSs to significantly decline in value.For more detailed information,see“RiskFactorsRisks Related to the PRC.We believe,based on the advice of our PRC counsel,that as of the date of this prospectus,we and our PRCsubsidiaries are not required to obtain any permission fr
147、om the China Securities Regulatory Commission,orthe CSRC,the Cyberspace Administration of China,or the CAC,or any other PRC authority in connectionwith this offering.As a result,we have not submitted any application to the CSRC,the CAC or other PRCauthorities for the approval of this offering.As of
148、the date of this prospectus,we,our PRC subsidiaries,have not received any inquiry,notice,warning or official objection in relation to this offering from theCSRC,the CAC or any other PRC authorities.However,there remains significant uncertainty as to theenactment,interpretation and implementation of
149、regulatory requirements related to overseas securitiesofferings and other capital markets activities.We believe that we have received all requisite permissions orapprovals to operate our businesses and to offer the ADSs in this offering.If we do not receive or maintainsuch permissions or approvals o
150、r inadvertently concluded that the approvals of the CSRC,or any otherregulatory authority are not required for this offering,or applicable laws,regulations,or interpretationschange and we are required to obtain approvals in the future,obtaining such approvals could significantlylimit or completely h
151、inder our ability to offer or continue to offer securities to investors and cause the valueof our securities,including the ordinary shares,to significantly decline or be worthless.Any uncertaintiesand/or negative publicity regarding such an approval requirement could have a material adverse effect o
152、nthe trading price of our securities.In addition,these regulatory agencies may impose fines and penalties onour operations in China,limit our ability to pay dividends outside of China,limit our operations in China,delay or restrict the repatriation of the proceeds from this offering into China or ta
153、ke other actions thatcould have a material adverse effect on our business,financial condition,results of operations andprospects,as well as the trading price of our securities.The CSRC,or other PRC regulatory agencies alsomay take actions requiring us,or making it advisable for us,to halt this offer
154、ing before settlement anddelivery of our ordinary shares.Consequently,if you engage in market trading or other activities inanticipation of and prior to settlement and delivery,you do so at the risk that settlement and delivery maynot occur.See“Risk FactorsRisks Related to the PRC Changes in the PRC
155、s economic,political orsocial conditions or government policies could have a material adverse effect on our business and results ofoperations.”5 2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm12/231TABLE OF CONTENTS N
156、onetheless,there remain uncertainties as to the implementation and interpretation of existing laws andregulations by PRC authorities as well as future legislative initiatives in China.Relevantly,the GeneralOffice of the Central Committee of the Communist Party of China and the General Office of the
157、StateCouncil jointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities Accordingto Law,or the Opinions,which were made available to the public on July 6,2021.The Opinions stressed theneed to strengthen the administration over illegal securities activities and the supervi
158、sion over overseaslistings by Chinese companies.Effective measures,such as promoting the construction of relevantregulatory systems,will be taken to address risks and incidents of China-based companies that are listedoverseas,cybersecurity issues,data privacy protection requirements and other simila
159、r matters.Subsequently,on December 24,2021,the CSRC released the Provisions of the State Council on theAdministration of Overseas Securities Offering and Listing by Domestic Companies(Draft for Comments),and the Administrative Measures for the Filing of Overseas Securities Offering and Listing by Do
160、mesticCompanies(Draft for Comments),collectively the Overseas Listing Rules.According to the draft OverseasListing Rules,the offering or listing of shares,depository receipts,convertible corporate bonds,or otherequity-like securities by a PRC company in an overseas stock market,whether directly or i
161、ndirectly throughan offshore holding company,should be filed with the CSRC.The issuer(if the issuer is a PRC company),or its affiliated PRC company(if the issuer is an offshore holding company),must make a filing to theCSRC in respect of any initial public offerings,follow-on offerings and other off
162、ering activities conductedby the issuer.Specifically,the filing for initial public offering and listing,or for secondary or dual primarylisting,of an issuer conducted overseas should be submitted to the CSRC within three business days afterthe initial filing of such issuers listing application overs
163、eas.The filing for follow-on offering by an issuerconducted overseas should be submitted to the CSRC within three business days after the completion ofsuch follow-on offering.Once listed overseas,an issuer is further required to report to the CSRC withinthree business days after the occurrence of an
164、y of the following major events:(i)a change of control of theissuer;(ii)the investigation,sanction or other measures undertaken by a foreign securities regulatoryagencies or relevant competent authorities with respect to the issuer;and(iii)the voluntary or mandatorydelisting of the issuer.Based on a
165、 set of Q&A published on the CSRCs official website in connection withthe release of the draft Overseas Listing Rules,a CSRC official indicated that the filing requirementsproposed under the said rules will apply to future offerings and listings,including initial public offerings ofnon-listed PRC co
166、mpanies and follow-on offerings by PRC companies that are already listed overseas.Theregulator will separately provide for other filing requirements applicable to PRC companies that are alreadylisted overseas and will allow sufficient time for transition.On December 27,2021,the National Development
167、and Reform Commission,or the NDRC,and the Ministryof Commerce,or the MOFCOM,jointly issued the Special Administrative Measures for Entry of ForeignInvestment(Negative List)(2021 Version),or the Negative List,which became effective and replaced theprevious version on January 1,2022.Pursuant to the Ne
168、gative List,if a PRC company,which engages inany business where foreign investment is prohibited under the Negative List,or prohibited businesses,seeksan overseas offering or listing,it must obtain the approval from competent governmental authorities.Basedon a set of Q&A published on the NDRCs offic
169、ial website,a NDRC official indicated that after a PRCcompany submits its application for overseas listing to the CSRC and where matters relating to prohibitedbusinesses under the Negative List are implicated,the CSRC will consult the regulatory authorities havingjurisdiction over the relevant indus
170、tries and fields.Because the Overseas Listing Rules are currently in draft form and given the novelty of the Negative List,there remain substantial uncertainties as to whether and what requirements,including filing requirements,will be imposed on a PRC company with respect to its listing and offerin
171、gs overseas as well as with theinterpretation and implementation of existing and future regulations in this regard.For example,it is unclearas to whether the approval requirement under the Negative List will apply to follow-on offerings by PRCcompanies engaged in prohibited businesses and whose offs
172、hore holding company is listed overseas.If suchapproval is in fact required and given the NDRCs indication of CSRCs involvement in the approvalprocess,there is also a lack of clarity on the application procedure,requirement and timeline which may notbe resolved until the Overseas Listing Rules,which
173、 provide for the filing procedures of the overseasoffering and listing of a PRC company with the CSRC,is enacted.Although we do not operate in the“prohibited area”as of the date of this prospectus,we cannot assure thatcertain area we currently operate in would not be classified as“prohibited”or“rest
174、rictive”in the future.Ifthe Overseas Listing Rules are enacted in the current form and the area we operate in has been listed in the 6 2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm13/231TABLE OF CONTENTS Negative Li
175、st before the completion of this offering,we will be required to make a filing with the CSRC inconnection with this offering within three business days after its completion.If the approval requirementunder the Negative List applies to follow-on offerings by PRC companies whose offshore holding compa
176、nyis listed overseas,we may be required to obtain an approval for this offering or we may be required torelinquish our licenses pertaining to prohibited businesses.If we relinquish or are required to relinquishthese licenses,while we do not expect our business operation to be materially adversely af
177、fected,we areuncertain whether or when the relevant procedures will be completed.In addition,on December 28,2021,the CAC,the NDRC,and several other administrations jointly issuedthe revised Measures for Cybersecurity Review,or the Revised Review Measures,which will becomeeffective and replace the ex
178、isting Measures for Cybersecurity Review on February 15,2022.According tothe Revised Review Measures,if an“online platform operator”that is in possession of personal data ofmore than one million users intends to list in a foreign country,it must apply for a cybersecurity review.Based on a set of Q&A
179、 published on the official website of the State Cipher Code Administration inconnection with the issuance of the Revised Review Measures,an official of the said administrationindicated that an online platform operator should apply for a cybersecurity review prior to the submission ofits listing appl
180、ication with non-PRC securities regulators.Given the recency of the issuance of the RevisedReview Measures and their pending effectiveness,there is a general lack of guidance and substantialuncertainties exist with respect to their interpretation and implementation.For example,it is unclearwhether t
181、he requirement of cybersecurity review applies to follow-on offerings by an“online platformoperator”that is in possession of personal data of more than one million users where the offshore holdingcompany of such operator is already listed overseas.Furthermore,the CAC released the draft of theRegulat
182、ions on Network Data Security Management in November 2021 for public consultation,whichamong other things,stipulates that a data processor listed overseas must conduct an annual data securityreview by itself or by engaging a data security service provider and submit the annual data security reviewre
183、port for a given year to the municipal cybersecurity department by January 31 of the following year.Sincecertain interpretation is unclear to date,we cannot assure you that,if the draft Regulations on Network DataSecurity Management are enacted in the current form,we,as an overseas listed company,wi
184、ll not berequired to carry out an annual data security review and comply with the relevant reporting obligations.We have been monitoring the development in the regulatory landscape in China,particularly regarding therequirement of approvals,including on a retrospective basis,from the CSRC,the CAC or
185、 other PRCauthorities with respect to this offering and our previous offerings(including our initial public offering onthe Hong Kong Stock Exchange that was completed in 2014),as well as regarding any annual data securityreview or other procedures that may be imposed on us.If any approval,review or
186、other procedure is in factrequired,we are not able to guarantee that we will obtain such approval or complete such review or otherprocedure timely or at all.However,as of the date of this prospectus,we believe that we have received allrequisite permissions or approvals to operate our businesses and
187、to offer the ADSs in this offering.For anyapproval that we may be able to obtain,it could nevertheless be revoked and the terms of its issuance mayimpose restrictions on our operations and offerings relating to our securities.Overall,PRC governments oversight and control over offerings conducted ove
188、rseas in relation to securitiesof,and foreign investment in,China-based issuers could significantly limit or completely hinder our abilityand the ability of any holder of ADSs or securities of GGL to offer or continue to offer such securities toinvestors,or cause such securities to significantly dec
189、line in value or become worthless.For more detailedinformation,see“Risk FactorsRisks Related to the PRCThe approval of and filing with the CSRC orother PRC government authorities may be required in connection with this offering under PRC law,and,ifso required,we cannot predict whether or when we wil
190、l be able to obtain such approval or complete suchfiling,and even if we obtain such approval,it could be rescinded.Any failure to or delay in obtaining suchapproval or complying with such filing requirements in relation to this offering,or a rescission of suchapproval,could subject us to sanctions i
191、mposed by the CSRC or other PRC government authorities.”More generally,as a major part of our operations in China is conducted by our PRC subsidiaries,the PRCgovernment has significant authority to regulate or intervene in our PRC operations at any time.We are alsosubject to risks associated with th
192、e rapid evolvement of the PRC legal system and possible changes in PRClaws,regulations,and rules which may occur quickly with little or no advance notice.Any of such actions,if taken by the PRC government,could materially and adversely affect our financial condition and results of 7 2022/12/13tm2118
193、847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm14/231 TABLE OF CONTENTS operations and significantly limit or completely hinder our ability and the ability of any holder of ADSs orother securities of GGL to offer or continue to offer
194、 such securities to investors,or cause such securities tosignificantly decline in value or become worthless.See“Risk FactorsRisks Related to the PRCChanges in the PRCs economic,political or social conditions or government policies could have a materialadverse effect on our business and results of op
195、erations.”Cash Transfers within our Organization and Dividend DistributionCash may be transferred within our consolidated group in the following manner:we may transfer funds to our subsidiaries,including our PRC subsidiaries,by way of capital contributionsor loans,through intermediate holding compan
196、ies or otherwise;we may provide loans to our subsidiaries and vice versa;andour subsidiaries,including our PRC subsidiaries,may make dividends or other distributions to us,throughintermediate holding companies or otherwise.We have made the following aggregate cash intercompany payments and transfers
197、 from January 1,2020 toApril 30,2022.Unless otherwise indicated below,there were not any tax consequences with respect to suchpayments or transfers.DATE DISTRIBUTOR RECIPIENT AMOUNT DESCRIPTION 3/30/2022 Earthasia(Shanghai)Co.Ltd PRC to Earthasia(International)Ltd.HK US$13,000 Loanrepayment 6/30/202
198、1 Earthasia(Shanghai)Co.Ltd PRC to Earthasia(International)Ltd.HK US$200,000 Loanrepayment 10/4/2021 Earthasia(Shanghai)Co.Ltd PRC to Earthasia(International)Ltd.HK US$150,000 Loanrepayment 10/27/2021 Earthasia(Shanghai)Co.Ltd PRC to Earthasia(International)Ltd.HK US$80,000 Loanrepayment 11/2/2021 E
199、arthasia(Shanghai)Co.Ltd PRC to Earthasia(International)Ltd.HK US$90,000 Loanrepayment 5/14/2021 Earthasia(International)Ltd.HK to Earthasia(Shanghai)Co.Ltd PRC US$400,000 Capitalinjection 9/23/2020 Thai Gallery(HK)Limited HK to Shanghai TaiHuan PRC 40,049.82 Capitalinjection 3/24/2021 Thai Joy FBMa
200、nagement(SH)Co PRC to Thai Gallery(HK)Ltd.HK 1,377,500 Dividend(netofwithholdingtax of72,500)4/23/2021 Thai Joy FBManagement(SH)Co PRC to Thai Gallery(HK)Ltd.HK 4,132,500 Dividend(netofwithholdingtax of217,500)8 2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/data/18167
201、23/0004721/tm2118847-24_f1a.htm15/231TABLE OF CONTENTS DATE DISTRIBUTOR RECIPIENT AMOUNT DESCRIPTION 7/15/2021 Thai Joy FBManagement(SH)Co PRC to Thai Gallery(HK)Ltd.HK 5,700,000 Dividend(netofwithholdingtax of300,000)3/11/2020 Allied ApexLimited HK to ShanghaiTanao NewMaterialTechnologyC
202、o Ltd PRC HK$4,400,000 Capitalinjection 5/11/2020 Allied ApexLimited HK to ShanghaiTanao NewMaterialTechnologyCo Ltd PRC HK$3,800,000 Capitalinjection 4/19/2021 Allied ApexLimited HK to ShanghaiTanao NewMaterialTechnologyCo Ltd PRC HK$3,000,000 Capitalinjection 9/10/2021 Allied ApexLimited HK to Sha
203、nghaiTanao NewMaterialTechnologyCo Ltd PRC HK$2,700,000 Capitalinjection These payments reflect that the cash generated from one GGL subsidiary to fund another subsidiarysoperations.Graphex intends to make or continue to make additional intercompany payments anddistributions from time to time in ord
204、er to allocate capital within the businesses conducted by Graphexincluding its subsidiaries.GGL currently has not declared or paid any dividends on its ordinary shares and has no plans to declare orpay any dividends on its ordinary shares or with respect to the ADSsFor more details,see“Summary Conso
205、lidated Financial and Operating DataSelected ConsolidatedStatements of Cash Flows Data”and“Risk Factors-Risks Relating to Our Ordinary Shares,the ADSs andThis Offering.Because we do not expect to pay dividends in the foreseeable future,you must rely on priceappreciation of the ADSs for return on you
206、r investment.We have not faced difficulties or limitations on our ability to transfer cash among our subsidiaries,otherthan the following limitations that are generally applicable to any wholly foreign-owned enterprises:UnderPRC laws and regulations,our PRC subsidiaries,as wholly foreign-owned enter
207、prises in China,may paydividends only out of their respective accumulated after-tax profits as determined in accordance with PRCaccounting standards and regulations.In addition,a wholly foreign-owned enterprise is required to set asideat least 10%of its accumulated after-tax profits each year,if any
208、,to fund certain statutory reserve funds,until the aggregate amount of such funds reaches 50%of its registered capital.At its discretion,a whollyforeign-owned enterprise may allocate a portion of its after-tax profits based on PRC accounting standardsto discretional funds.These reserve funds and dis
209、cretional funds are not distributable as cash dividends.Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by thebanks designated by SAFE and declaration and payment of withholding tax.Additionally,if our PRCsubsidiaries incur debt on their own behalf in
210、 the future,the instruments governing their debt may restricttheir ability to pay dividends or make other distributions or payments to us.As a holding company,we mayrely on dividends and other distributions on equity paid by our subsidiaries,including our PRC subsidiaries,for our cash and financing
211、requirements.However,our PRC subsidiaries will not be able to pay dividendsuntil they generate accumulated profits and meet the requirements described above.See“Risk Factors-Risks Related to the PRC-PRC laws limit the 9 2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/da
212、ta/1816723/0004721/tm2118847-24_f1a.htm16/231 TABLE OF CONTENTS ability of our subsidiaries to make distributions”and“Risk Factors Risks Relating to Our Company,Generally-We are a holding company that is financially dependent on distributions from subsidiaries,andour results could be adve
213、rsely affected by those distributions that are not made in a timely manner or at all.”Subject to any PRC government limitations,our Chief Financial Officer may move cash among oursubsidiaries as and when needed to fund the different segments of our businesses.If there is any existing ornew limitatio
214、n or restrictions that interferes with our Chief Financial Officers discretion to move cashamong our subsidiaries,then GGL may not have the ability to fund a subsidiarys operations and businesswhich could cause a material adverse effect to such subsidiary and GGL.To address persistent capitaloutflow
215、s and the RMBs depreciation against the U.S.dollar in the fourth quarter of 2016,the PRC and theState Administration of Foreign Exchange,or SAFE,have implemented a series of capital control measuresin the subsequent months,including stricter vetting procedures for PRC-based companies to remit foreig
216、ncurrency for overseas acquisitions,dividend payments and shareholder loan repayments.The PRCgovernment may continue to strengthen its capital controls and our PRC subsidiaries dividends and otherdistributions may be subject to tighten scrutiny in the future.The PRC government also imposes controls
217、onthe conversion of RMB into foreign currencies and the remittance of currencies out of the PRC.Therefore,we may experience difficulties in completing the administrative procedures necessary to obtain and remitforeign currency for the payment of dividends from our profits,if any.Furthermore,if our s
218、ubsidiaries inthe PRC incur debt on their own in the future,the instruments governing the debt may restrict their ability topay dividends or make other payments.There are no other material restrictions on foreign currencyrestrictions with respect to our ability to transfer payments among our subsidi
219、aries to GGL and by GGL as adistribution to the holders of the ordinary shares.Summary of Certain Risks Associated with Our BusinessesOur businesses are subject to a number of risks that you should consider before making a decision to investin the ADSs,including risks that may prevent us from achiev
220、ing our business objectives or may adverselyaffect our business,financial condition,results of operations,cash flows and prospects,and risks anduncertainties related to the recent COVID-19 outbreak,global economic downturn and the regulatoryenvironment in the PRC and the US.Please see“Risk Factors”b
221、eginning on page 20 of this prospectus,and other information included in thisprospectus,for a discussion of these and other risks and uncertainties that we face.In particular,risks associated with our businesses include,but are not limited to,the following:Innovations in graphite production or graph
222、ene products.There may be developments which could allowour competitors to develop products faster or produce more efficiently or at substantially lower cost thanwe can.Innovations in downstream industries.The development and adoption of new battery technologies oralternatives to graphene products t
223、hat significantly reduce the demand for our products could adverselyimpact our prospects and future revenues.Investment in production capacity.We must continually invest in expanding our production capacity tosatisfy increasing market demand.Investment in research.We must continually invest in R&D t
224、o maintain our technological lead.We maynot be able to continue to identify,develop,market and,in certain cases,secure regulatory approval for,innovative products in a timely manner or at all.Government policies.Demand for EV and production of renewable energy is significantly affected bygovernment
225、policies,support,and subsidies.Any reduction in government support or changes ingovernment policies may adversely affect our business.Many of our Landscape Architecture and DesignBusiness customers are government entities,so our business is significantly affected by governmentbudget allocation to la
226、ndscaping projects in our markets.Customer concentration.Our Graphene Products Business relies on few customers for much of ourrevenue.Evolving competition for our Landscape Architecture and Design Business.The barriers to entry to thelandscape architecture industry are low for small contracts.We ma
227、y need to focus on sizable projects and 10 2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm17/231 TABLE OF CONTENTS identify new market segments such as developing third tier cities and evolve our business model toprot
228、ect our margins and growth.We may not have experience with any new business model,which couldhave an adverse effect on our business.Budgetary Constraints.Organizations and governments may be budget constrained by public healthpriorities,which could have an adverse effect on our Landscape Architectur
229、e and Design Business,whosecustomers are predominantly municipal governments.COVID-19.Our production facilities and a significant amount of our business is in areas that havesuffered significantly from the COVID-19 pandemic,and the demand for our goods and services maydecline significantly because o
230、f reduced demand.Competition.We operate in competitive markets with competitors that are larger and better funded.IP Protection.Protection of our IP is important to our business.We may not be able to adequately protectour IP rights in some countries.Risks related to our financial condition.Our finan
231、cial condition may not provide us with a sufficientreserve in the event that net cash flows from our products and services are materially disrupted.Additionally,our continued development of our Graphene Products Business requires capital expenditureswhich will require significant resources and incre
232、ase our maintenance and other costs and expenditures.Risks related to acquisitions.Any acquisitions that we make,including any acquisition in the battery orgraphene products industries,may not provide the expected results.Regulatory risks.Changes to licensing requirements and other regulatory shifts
233、 could adversely affect ourbusiness.Risks of doing business in the PRC.Substantially all of our operations are based in the PRC,including allof our manufacturing operations and substantially all of our landscape architecture and design servicesare in the PRC.These risks include the following:Changes
234、 in the PRCs economic,political or social conditions or government policies could have amaterial adverse effect on our business and results of operations;The enforcement of laws and that rules and regulations in the PRC can change quickly with littleadvance notice.Such uncertainties or future change
235、s in the PRC legal system and the interpretationand enforcement of PRC laws and regulations could limit the legal protections available to you andus,hinder our ability and the ability of any holder of our securities(including the ADSs)to offer orcontinue to offer such securities,result in a material
236、 adverse change to our business operations,anddamage our reputation,which would materially and adversely affect our financial condition andresults of operations and cause the ADSs to significantly decline in value or become worthless;The PRC government may intervene or influence our operations at an
237、y time,or may exert morecontrol over offerings conducted overseas and/or foreign investment in PRC-based issuers whichcould result in a material change in our operations and/or the value of our securities,including theADSs offered in this offering.We believe that the PRC government limitations and r
238、estrictionsapplicable to us are appliable to companies conducting business in the PRC,generally and that,currently,there are not any limits or restrictions imposed by the PRC government specific to GGLand its subsidiaries that will adversely affect our business operations as currently conducted or o
239、urplanned business operations.There are substantial uncertainties with respect to the interpretation andimplementation of such PRC limits or restrictions and the PRC government may change existing oradopt additional limits or restrictions.Any such actions,or actions by the PRC government to exertmor
240、e oversight and control over offerings that are conducted overseas and/or foreign investment inPRC-based issuers could significantly limit or completely hinder our ability to offer or continue tooffer securities to investors and cause the value of such securities to significantly decline or beworthl
241、ess.The approval of and filing with the CSRC or other PRC government authorities may be required inconnection with this offering under PRC law,and,if so required,we cannot predict whether or whenwe will be able to obtain such approval or complete such filing,and even if we obtain such approval,it co
242、uld be rescinded.Any failure to or delay in obtaining such approval or complying with suchfiling 11 2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm18/231 TABLE OF CONTENTS requirements in relation to this offering,or
243、a rescission of such approval,could subject us tosanctions imposed by the CSRC or other PRC government authorities.Neither the Government of the PRC nor the Chinese legal system has ever formally acknowledgedthe legality of using a VIE-type contractual arrangement where direct ownership of a Chinese
244、 entityis forbidden.Once a company use the VIE structure,it might rely on contractual arrangements to exercise controlover the company with native shareholders(“Operation Company”),which may not be as effective asdirect ownership in providing operational control.Substantial uncertainties exist with
245、respect to the interpretation and implementation of the newlyenacted PRC Foreign Investment Law and how it may impact the viability of our current corporatestructure,corporate governance and operations.The contractual arrangements the WFOE has entered into with the Operation Company may besubject to
246、 scrutiny by the PRC tax authorities and any finding that the WFOE owes additional taxescould negatively affect the financial condition of the WFOE.Regulatory bodies of the United States may be limited in their ability to conduct investigations orinspections of our operations in the PRC.PRC regulati
247、on of loans to and direct investment in PRC entities by offshore holding companies andPRC governmental control of currency conversion may delay or prevent us from using the proceedsof this offering to make loans to or make additional capital contributions to our PRC subsidiaries,which could material
248、ly and adversely affect our liquidity and our ability to fund and expand ourbusiness.There are limitations regarding registered public accounting firms headquartered in mainland Chinaof the PRC and Hong Kong under the HFCA Act,the Accelerating Holding Foreign CompaniesAccountable Act passed by the U
249、.S.Senate and PCAOB if GGLs financial statements are audited bya firm that the PCAOB is unable to inspect or investigate completely.Trading in GGL securities maybe prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines thatit cannot inspect or investigate completely G
250、GLs auditor,and that as a result an exchange maydetermine to delist GGLs securities.Friedman,LLP,GGLs auditor,has been inspected by thePCAOB on a regular basis and is not subject to the determinations announced by the PCAOB onDecember 16,2021.These risks could also result in a material adverse chang
251、e in our operations,significantly limit orcompletely hinder our ability and the ability of any holder of ADSs or other securities of GGL to offeror continue to offer such securities to investors,or cause any such securities to significantly decline invalue or become worthless.For a detailed descript
252、ion of risks related to doing business in China,see“Risk FactorsRisks Related to the PRC.Currency risk.We operate primarily in the PRC and in Hong Kong,whose currencies fluctuations mayadversely affect demand for our product,our costs,our margins,and our cash flows and may make us lesscompetitive.Cu
253、rrency fluctuations may also impair the value of our assets relative to our reportingcurrency.Our CompetitionGraphene Products BusinessAccording to third-party industry studies,the graphene products industry in the PRC is large andfragmented,and we face competition from numerous industry participant
254、s.The PRCs government hasissued a set of policies supporting the industry.For example,graphene was made a priority in theDevelopment Plan for Strategic Energy Studies during the 13 Five-year Plan Period(2016-2020),as aresult of which the PRC has led the world in graphene research and number of graph
255、ene patents.Recently,the PRCs government has announced the 14 Five-year Plan(2021-2025),which emphasizesenvironmental protection and high technologies.We believe there may be a short-term surge of participantsin the graphene products industry that may create pressure in supplies of raw materials and
256、 labor.12 thth2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm19/231 TABLE OF CONTENTS We currently supply more than 30 customers in the PRC,including wholesalers,traders,lithium-ion batterymanufacturers,and others tha
257、t are active in the clean energy industry.We estimate that there are currently around 20 graphene products processing enterprises in operation in thePRC producing spherical graphite for the battery market,which is our target market.Other enterprises in thePRC are involved in graphene-related busines
258、s,but their main products are materials for other applications.However,we may face significant competition both inside and outside the PRC from companies which havegreater capital resources.Landscape Architecture and Design BusinessThe barriers to entry to the landscape architecture industry in the
259、PRC and Hong Kong are low for smallsize contracts,and competition for those contracts is increasing as a result.In Hong Kong,certain professional qualifications are required for work in landscape architecture.However,apart from these qualifications,which can be obtained by independent designers or s
260、maller companies,newentrants may compete freely with established operators.In the PRC,barriers to entry are similarly low forprojects with investment amounts below RMB20 million.In light of the growing competition for smaller projects in both of our primary markets,we plan to focus onlarger projects
261、 that require high quality landscape architecture services and our Category A SpecificLandscape Engineering Design Qualification.Catering BusinessOur limited operations in our Catering Business face competition from a variety of restaurants and cateringgroups.Corporate History and StructureOur Histo
262、ryWe were founded in 1981 as a landscape architecture and design firm.In 2013,we were incorporated in theCayman Islands.In 2014,we listed our shares on the Hong Kong Exchanges and Clearing Ltd.,and weacquired our Catering Business in 2017.In August 2019,we acquired our Graphene Products Business,whi
263、ch,at the time,had approximately10 years of experience in the development and manufacture of graphene products.Certain milestones in our development include:Earthasia Limited(“Earthasia HK”)was incorporated in Hong Kong in February 1981.Mr.Patrick Lau joined Earthasia HK in 1986 and became a shareho
264、lder in 1987.Mr.Andross Chan joined Earthasia HK in 1991 and became a shareholder in 1992.From 2005,we founded various branches and subsidiaries in Shanghai,Beijing,Guangzhou and Wuhanto increase our business.Graphex Group Limited(formerly named Earthasia International Holdings Limited)(“GGL”)wasinc
265、orporated as an exempted company with limited liability in the Cayman Islands on November 25,2013in preparation for our listing on the HKEx.On June 6,2014,our ordinary shares began trading understock code 6128.HK on the HKEx.In August 2019,we completed the acquisition of the business and goodwill of
266、 Think High Global Limited(“Think High”),whose principal businesses included the development,production,and sales of grapheneproducts.Think High operated research and development facilities and engaged in sales of graphene andcarbon-related products in Jixi City,Heilongjiang Province.In October 2020
267、,we listed the ADSs for trading on the OTCQX Best Market.13 2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm20/231 TABLE OF CONTENTS In May 2021 we completed the rebranding of our businesses to better identify us with
268、our GrapheneProducts Business,which included changing our name to Graphex Group Limited and our symbol fortrading on the OTCQX Best Market to GRFXY.In 2022 we formed a joint venture to develop a refining facility in the Detroit,Michigan metropolitanarea.Recent DevelopmentsCOVID-19The COVID-19 virus,
269、which began to spread in late 2019,has resulted in quarantines,travel restrictions,thetemporary closure of offices and business facilities in the PRC and Hong Kong and significant restrictionsthereafter.In March 2020,the World Health Organization(“WHO”)declared COVID-19 a pandemic.Giventhe rapidly e
270、xpanding nature of the COVID-19 pandemic,and because the majority of our operations andsales are in the PRC,which has been significantly negatively impacted by the outbreak,our business,resultsof operations,and financial condition have been and may continue to be adversely affected.The impacts of CO
271、VID-19 on our business,financial condition,and results of operations include,but arenot limited to,the following:Closure of Facilities and Travel Restrictions.In compliance with the PRCs governments healthemergency rules in place and in observation of the Chinese New Year national holiday,we tempora
272、rilyclosed our graphene products factory from late January to April 2020.Our office staff in Hong Kong andthe PRC worked from home starting in late January 2020 and returned to the office in March 2020.Alloperations of our Catering Business in the PRC were shut down in January 2020 and resumed busin
273、ess inMarch 2020.Government restrictions and market changes led us to permanently close our CateringBusiness in Italy in August 2020,and we have also closed our other catering operations other than ourfacility in Shanghai.Delay in Graphene Products Delivery.Our customers in the PRC have been negativ
274、ely impacted by theCOVID-19 pandemic and the demand for product delivery has been delayed,which caused decreases inour revenue for the first half of 2020.However,no customer contract has been terminated due to theCOVID-19 pandemic,and deliveries substantially returned to normal in the third quarter
275、of 2020.Temporary Shortage of Labor.Due to travel restrictions imposed by local governments in the PRC,someof our employees have not been able to return to work following the closedown period.However,theimpact of such shortage was not significant to us because customer order deliveries were delayed
276、due theCOVID-19 pandemic,and our on-site employees worked overtime to mitigate this temporary shortage.Any future impact of COVID-19 on our results of operations will depend on developments and newinformation that may emerge regarding the duration and severity of the COVID-19 pandemic and actionstak
277、en by government authorities and other entities to contain COVID-19 and mitigate its impact,almost allof which are beyond our control.Because of the uncertainty surrounding the COVID-19 pandemic,at this time we cannot reasonably estimatethe possible business disruption,the financial impact related t
278、o the outbreak of,and response to,COVID-19,the resumption of pre-pandemic activities or the ability of our Graphene Products Business to perform in thefuture.For a description of the risks associated with the COVID-19 pandemic,see“Risk FactorsRisksRelating To Our Company,GenerallyThe recent global C
279、OVID-19 outbreak has caused significantdisruptions in our business,which we expect will materially and adversely affect our results of operationsand financial condition.”Foreign Private Issuer StatusWe are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of
280、1934,as amended(the“Exchange Act”).As such,we are exempt from certain provisions applicable to UnitedStates domestic public companies.For example:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic publiccompany;for interim reporting,we are permitted to comply
281、solely with our home country requirements,which areless rigorous than the rules that apply to domestic public companies;we are not required to provide the same level of disclosure on certain issues,such as executivecompensation;14 2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archiv
282、es/edgar/data/1816723/0004721/tm2118847-24_f1a.htm21/231 TABLE OF CONTENTS we are exempt from provisions of Regulation FD aimed at preventing issuers from making selectivedisclosures of material information;we are not required to comply with the sections of the Exchange Act regulating the
283、 solicitation of proxies,consents or authorizations in respect of a security registered under the Exchange Act;andour insiders are not required to comply with Section 16 of the Exchange Act requiring such individualsand entities to file public reports of their share ownership and trading activities
284、and establishing insiderliability for profits realized from any“short-swing”trading transaction.Emerging Growth Company StatusWe are an“emerging growth company,”as defined in the Jumpstart Our Business Startups Act(the“JOBSAct”),and we are eligible to take advantage of certain exemptions from variou
285、s reporting and financialdisclosure requirements that are applicable to other public companies that are not emerging growthcompanies,including,but not limited to,(1)presenting only two years of audited financial statements andonly two years of related management discussion and analysis of financial
286、conditions and results ofoperations in this prospectus,(2)not being required to comply with the auditor attestation requirements ofSection 404 of the Sarbanes-Oxley Act of 2002(the“Sarbanes-Oxley Act”),(3)reduced disclosureobligations regarding executive compensation in our periodic reports and prox
287、y statements,and(4)exemptions from the requirements of holding a non-binding advisory vote on executive compensationand shareholder approval of any golden parachute payments not previously approved.We intend to takeadvantage of these exemptions.As a result,investors may find investing in our ordinar
288、y shares or our ADSsless attractive.In addition,Section 107 of the JOBS Act also provides that an emerging growth company can takeadvantage of the extended transition period provided in Section 7(a)(2)(B)of the Securities Act of 1933,asamended(the“Securities Act”),for complying with new or revised a
289、ccounting standards.As a result,anemerging growth company can delay the adoption of certain accounting standards until those standardswould otherwise apply to private companies.We intend to take advantage of such extended transitionperiod.We could remain an emerging growth company for up to five yea
290、rs,or until the earliest of(1)the last day ofthe first fiscal year in which our annual gross revenues exceed US$1.07 billion,(2)the date that we becomea“large accelerated filer”as defined in Rule 12b-2 under the Exchange Act,which would occur if themarket value of our ordinary shares that is held by
291、 non-affiliates exceeds US$700 million as of the lastbusiness day of our most recently completed second fiscal quarter and we have been publicly reporting forat least 12 months,or(3)the date on which we have issued more than US$1 billion in non-convertible debtduring the preceding three-year period.
292、Corporate InformationOur principal executive offices are located at 11/F.,COFCO Tower,262 Gloucester Road,Causeway Bay,Hong Kong.Our telephone number at this address is+852 2559-9438.Our registered office in the CaymanIslands is located at Windward 3,Regatta Office Park,PO Box 1350,Grand Cayman KY1-
293、1108,CaymanIslands.Our agent for service of process in the United States is Cogency Global Inc.,located at 122 East42 Street,18 Floor,New York,NY 10168,United States.Investors should contact us for any inquiriesthrough the address and telephone number of our principal executive offices.Our website i
294、s .The information contained on our website is not a part of thisprospectus.15 ndth2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm22/231(1)(2)TABLE OF CONTENTS The OfferingSecurities being offered:$8 million of Americ
295、an Depositary Shares(the“ADSs”).Initial offering price:The offering price for the ADSs will be between$2.00 and$3.00per ADS.American depositary receipts:Each ADS represents 20 ordinary shares.As a holder of ADSs,wewill not treat you as one of our shareholders.The depositary,through its custodian,wil
296、l be the holder of the ordinary sharesunderlying the ADSs,and you will have the rights of a holder ofADSs or beneficial owner(as applicable)as provided in the depositagreement among us,the depositary and owners and holders ofADSs from time to time.To better understand the terms of theADSs,see“Descri
297、ption of American Depositary Shares.”We alsoencourage you to read the deposit agreement,the form of which isfiled as an exhibit to the registration statement of which thisprospectus forms a part.Number of ordinary sharesoutstanding before the offering:541,386,150 of our ordinary shares are outstandi
298、ng as of the date ofthis prospectus.Number of ordinary sharesoutstanding after the offering:605,386,150 ordinary shares.Overallotment option:We have granted to the underwriter the option,exercisable for45 days from the date of this prospectus,to purchase up to$1,200,000 of additional ADSs from us to
299、 cover over-allotments,ifany.Use of proceeds:We estimate that the net proceeds from the sale and issuance of theADSs in this offering will be approximately US$6.3 million,assuming an offering price of US$2.50 per ADS,the midpoint of theestimated price range set forth on the cover page of this prospe
300、ctus,after deducting underwriting discounts and commissions andoffering expenses payable by us.If the underwriters exercise theover-allotment option in full,we estimate that the net proceeds fromthis offering will be approximately US7.4 million,after deductingunderwriting discounts and commissions a
301、nd offering expensespayable by us.We plan to use the net proceeds from this offering as follows:(i)approximately US$3.3 million of the proceeds will be applied toestablishment of production facilities for our Graphene Productsbusiness including additional working capital;(ii)approximatelyUS$3 millio
302、n of the proceeds will be used for repayment of debts toreduce our financing costs.For more information on the use ofproceeds,see“Use of Proceeds.”In addition,we may sell up to 480,000 ADSs representing 9,600,000 ordinary shares pursuant toexercise of the underwriters over-allotment option,assuming
303、an offering price of US$2.50 per ADS,the midpoint of the estimated price range set forth on the cover page of this prospectus.Excludes ordinary shares that may be issued pursuant to exercise of the underwriters over-allotmentoption and assumes an offering price of US$2.50 per ADS,the midpoint of the
304、 estimated price rangeset forth on the cover page of this prospectus.16(1)(2)2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm23/231TABLE OF CONTENTS Lock-upAll of our directors and officers and certain of our existings
305、hareholders have agreed with the underwriters,subject to certainexceptions,not to sell,transfer or dispose of,directly or indirectly,any of our ordinary shares or securities convertible into orexercisable or exchangeable for our ordinary shares for a period of180 days after the effective date of thi
306、s offering.See“ADSsEligible for Future Sale”and“Underwriting”for more information.Proposed NYSE AmericanSymbol:GRFXRecent DevelopmentsGGL held an extraordinary general meeting(“EGM”)on March 24,2022.At the EGM,theshareholders approved(i)the extension of the term of a Promissory Note the in principal
307、 amount ofHK$348,080,000 issued by the Company which will mature on 6 August 2023 to 6 August 2026 inconsideration for GGL issuing 323,657,534 new preferred shares with an aggregate subscription price ofHK$236,270,000;(ii)proposed issue of Preference Shares(iii)proposed amendments to the GGLmemorand
308、um and articles of association;(iv)increase the GGL authorized share capital fromHK$20,000,000 to HK$30,000,000 by the creation of 1,000,000,000 Preference Shares;and(v)increase thenumber of options that may be granted under the equity incentive plan or Share Option Scheme(togetherthe“EGM Proposals”
309、).See“Description of Share Capital.”Risk FactorsInvesting in the ADSs involves a high degree of risk.As an investor you should not buy ADSs unlessyou are able to bear a complete loss of your investment.You should carefully consider the information setforth in the“Risk Factors”section beginning on pa
310、ge 20.17 2022/12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm24/231TABLE OF CONTENTS SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATAThe following selected consolidated statements of operations and comprehensive loss data
311、 and selectedconsolidated statements of cash flows data for the years ended December 31,2020 and 2021,and theselected consolidated balance sheets data as of December 31,2020 and 2021 have been derived from ouraudited consolidated financial statements included elsewhere in this prospectus.Our consoli
312、dated financialstatements are prepared and presented in accordance with accounting policies generally accepted in theUnited States(“US GAAP”).Our historical results are not necessarily indicative of results expected forfuture periods.You should read this“Selected Consolidated Financial Data and Oper
313、ating Data”sectiontogether with our consolidated financial statements and the related notes and“Managements Discussionand Analysis of Financial Condition and Results of Operations”included elsewhere in this prospectus.The following table presents our selected consolidated statements of operations an
314、d comprehensive loss datafor the years ended December 31,2020 and 2021.2020 2021 2021 HK$000 HK$000 US$000 Selected Consolidated Statements of Operations and ComprehensiveLoss Data:Revenues$388,852$391,035$50,133 Cost of revenues (231,834 (242,690 (31,114 Gross profit 157,018 148,345 19,019 Selling
315、and marketing expenses (13,823 (10,159 (1,302 General and administrative expenses (145,768 (170,842 (21,903 Research and development expenses (16,942 (22,727 (2,914 Provision for doubtful accounts (22,975 (18,938 (2,428 Impairment losses (25,284 (1,726 (221 Loss from operations (67,774 (76,047 (9,74
316、9 Total other expense,net (40,628 (49,134 (6,299 Loss before tax (108,402 (125,181 (16,048 Income tax benefit/(expense)7,781 (320 (41 Net Loss (100,621 (125,501 (16,089 Loss attributable to non-controlling interests (4,296 2,519 323 Net loss attributable to Graphex Group Limited$(96,325$(128,020$(16
317、,412 Loss per sharebasic and diluted$(0.20$(0.26$(0.03 The following table presents our selected consolidated balance sheets data as of December 31,2020 and2021.As of December 31,2020 2021 2021 HK$000 HK$000 US$000 Selected Consolidated Balance Sheets Data:Cash,cash equivalents and restricted cash 4
318、3,925 31,463 4,034 Total Current assets 262,506 298,774 38,304 Total non-current assets 833,849 775,034 99,363 Total assets 1,096,355 1,073,808 137,667 Total current liabilities 317,488 374,413 48,001 Total liabilities 936,257 938,023 120,259 Total shareholders equity 160,098 135,785 17,408 18)2022/
319、12/13tm2118847-24_f1a-block-59.5099224shttps:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm25/231TABLE OF CONTENTS The following table represents our selected consolidated statements of cash flows for years endedDecember 31,2020 and 2021:For the years ended December
320、 31,2020 2021 2021 HK$000 HK$000 US$000 Selected Consolidated Statements of Cash Flows Data:Net cash(used in)provided by operating activities 6,140 (29,084 (3,729 Net cash used in investing activities (6,001 (3,162 (405 Net cash provided by(used in)financing activities (9,922 18,591 2,383 Effect of
321、exchange rate on cash (174 1,193 154 Net decrease in cash (9,957 (12,462 (1,597 Cash and cash equivalents and restricted cash at beginning of year 53,882 43,925 5,631 Cash and cash equivalents and restricted cash at end of year 43,925 31,463 4,034 19)2022/12/13tm2118847-24_f1a-block-59.5099224shttps
322、:/www.sec.gov/Archives/edgar/data/1816723/0004721/tm2118847-24_f1a.htm26/231TABLE OF CONTENTS RISK FACTORSAn investment in the ADSs involves significant risks.You should carefully consider all the information inthis prospectus,including the risks and uncertainties described below,before m
323、aking an investment in theADSs.Any of the following risks could have a material adverse effect on our business,financial conditionand results of operations.In any such case,the market price of the ADSs could decline,and you may loseall or part of your investment.Risks Related to Our BusinessesGraphe
324、ne Products BusinessWe may not recoup expenditures associated with our growth.To keep pace with increasing market demand,we need to invest in expanding our production capacity.Themanufacture of our graphene products is capital-intensive,and equipment,once purchased,may break downor require costly ma
325、intenance or may become obsolete due to technological improvements or other factors.There can be no assurance that investments intended to increase production capacity will have the desiredimpact.We may not respond quickly and profitably to continued innovations in the graphene products industry.We
326、believe that technological advances in graphene products manufacture will continue to occur and newtechnologies will continue to develop.Advances in the manufacture of graphene products could allow ourcompetitors to develop products faster or produce more efficiently or at lower cost than we can.If
327、we areunable to adapt or incorporate technological advances into our operations,our production facilities couldbecome less competitive.Further,it may be necessary for us to incur significant expenditures to acquire anynew technologies and retrofit our current processes to remain competitive.We may n
328、ot respond quickly and profitably to continued innovations.We manufacture graphene products appropriate for incorporation into existing products.However,thenature and component requirements of those products can change rapidly.The development and adoption ofnew battery technologies which do not use
329、spherical graphite or innovative alternatives to grapheneproducts could significantly reduce the demand for our products and adversely impact our prospects andfuture revenues.We must continuously invest in research and development.The Li-ion battery market predominately uses spherical graphite with
330、a particle size of 10-15 microns.Webelieve that as battery technologies develop further,the market will require spherical graphite with smallerparticle sizes.We are currently able to produce spherical graphite with a particle size of 6-9 microns,whichwe believe will be the next iteration of the tech
331、nology.To remain competitive,however,we mustcontinuously invest in research and development.Much of our technology and intellectual propertyportfolio is at an early stage of development,and we may not be able to continue to identify,develop,exploit,market and,in certain cases,secure regulatory appro
332、val for,innovative products in a timely manneror at all.Risks of relationships with third parties in respect of research and development.Although we have resources and staff dedicated to research and development,market conditions and otherfactors such as management efficiencies may make it required
333、or preferable for us to enter intoarrangements with third parties for the development,production and commercialization of grapheneproducts.If we are unable to negotiate favorable terms for such arrangements with respect to intellectualproperty or otherwise or disagreements arise between us and any partner or potential partner,our business,financial condition,and results of operations may be advers