As filed with the Securities and Exchange Commission on August 9, 2022
Registration No. 333-263330
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 8
TO
FORM F-1
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
Graphex Group Limited
(Exact name of Registrant as specified in its charter)
(Exact name of Registrant as specified in its charter)
| Cayman Islands | | | 3624 | | | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) | | | (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
262 Gloucester Road
Causeway Bay
Hong Kong
Tel: + 852 2559 9438
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Cogency Global, Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Tel: + 1 (800) 494 5225
122 East 42nd Street, 18th 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, Esq. Lucosky Brookman LLP 101 Wood Avenue South, 5th 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 offered on a delayed or continuous basis pursuant to Rule 415 under the Securities 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 the following box and list the Securities Act registration 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 the Securities Act registration 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(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by 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 registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to 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 Securities Act of 1933 (File No. 333-148643).
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 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.
EXPLANATORY NOTE
Graphex Group Limited is filing this Amendment No. 8 to its registration statement on Form F-1 (File No. 333-263330) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, the Exhibit Index, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
ITEM 8. Exhibits and Financial Statement Schedules
(a) Exhibits
The following exhibits are filed as part of this registration statement:
Exhibit No. | | | Description | |
1.1* | | | | |
3.1* | | | | |
3.2* | | | | |
4.1* | | | | |
4.2* | | | | |
5.1 | | | | |
5.2* | | | | |
8.1 | | | | |
8.2* | | | | |
8.3* | | | | |
10.1*† | | | | |
10.2* | | | | |
10.3* | | | | |
10.4* | | | | |
10.5* | | | | |
10.6* | | | | |
10.7* | | | | |
10.8* | | | | |
10.9* | | | | |
10.10* | | | | |
10.11* | | | |
II-1
Exhibit No. | | | Description | |
10.12* | | | | |
10.13* | | | | |
21.1* | | | | |
23.1 | | | | |
23.2 | | | | |
23.3* | | | | |
23.4* | | | | |
23.5* | | | | |
24.1 | | | | |
99.1* | | | | |
99.2* | | | | |
99.3.1* | | | | |
99.3.2* | | | | |
99.3.3* | | | | |
107* | | | |
*
Previously filed
†
Management contract or compensatory arrangement
^
Certain schedules, appendixes and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for Filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong SAR, on August 9, 2022.
GRAPHEX GROUP LIMITED
By:
/s/ Andross Yick Yan Chan
Name:
Andross Yick Yan Chan
Title:
Chief Executive Officer and Director of the Board (Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned officers and directors of Graphex Group Limited hereby constitutes and appoints Patrick Hing Tat Lau and Andross Yick Yan Chan or either of them individually, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for and in such person’s name, place and stead, in the capacities indicated below, to sign this Registration Statement on Form F-1 of Graphex Group Limited and any and all amendments (including post-effective amendments) thereto, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might, or could, do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
| Signature | | | Title | | | Date | |
| /s/ Patrick Hing Tat Lau Patrick Hing Tat Lau | | | Chairman of the Board and Executive Director | | | August 9, 2022 | |
| /s/ Andross Yick Yan Chan Andross Yick Yan Chan | | | Chief Executive Officer and Executive Director (Principal Executive Officer) | | | August 9, 2022 | |
| /s/ Bin Qiu Bin Qiu | | | Executive Director | | | August 9, 2022 | |
| /s/ Lida Ma Lida Ma | | | Non-executive Director | | | August 9, 2022 | |
| /s/ Fong Sin Tam Ip Fong Sin Tam Ip | | | Independent Non-executive Director | | | August 9, 2022 | |
| /s/ Yucai Wang Yucai Wang | | | Independent Non-executive Director | | | August 9, 2022 | |
II-3
| Signature | | | Title | | | Date | |
| /s/ Kwong Sang Liu Kwong Sang Liu | | | Independent Non-executive Director | | | August 9, 2022 | |
| /s/ Zhaodong Tang Zhaodong Tang | | | Independent Non-executive Director | | | August 9, 2022 | |
| /s/ Anthony Kaikwong Chan Anthony Kaikwong Chan | | | Independent Non-executive Director | | | August 9, 2022 | |
| /s/ Ka Hei Kwok Ka Hei Kwok | | | Company Secretary and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | August 9, 2022 | |
II-4
SIGNATURE OF AUTHORIZED UNITED STATES REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Graphex Group Limited has signed this registration statement on the 9th day of August, 2022.
| | | | Wilson Williams, LLC | |
| | | | /s/ Richard M. Morris Name: Richard M. Morris Title: Partner | |
II-5