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6-K 1 form6-k.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of October 2023

 

Commission File Number 001-41471

 

Graphex Group Limited

(Translation of registrant’s name into English)

 

11/F COFCO Tower 262 Gloucester Road Causeway Bay

Hong Kong

Tel: + 852 2559 9438

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

☒ Form 20-F ☐ Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 

 

 

Graphex Group Limited

Form 6-K

TABLE OF CONTENTS

 

Item   Page
     
Other Information   1
     
Signatures   2
     
Exhibit Index   3

 

 

 

Other Information:

 

The board (the “Board”) of directors (the “Directors”) of Graphex Group Limited (the “Company”) has announced the unaudited condensed consolidated interim consolidated financial results of the Company and its subsidiaries (collectively, the “Group”) as of, and for the six months ended, 30 June 2023, together with the comparative unaudited figures for the corresponding period in 2022, in conformity with U.S. generally accepted accounting principles.

 

1

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  GRAPHEX GROUP LIMTED
   
  By: /s/ Andross Chan
    Andross Chan
    Chief Executive Officer

 

Date: October 4, 2023

 

2

 

EXHIBIT INDEX

 

Exhibit No.   Exhibit
     
99.1   Unaudited Financial Results as of and for the six-month period ended June 30, 2023
     
101.INS(2)   Inline XBRL Instance Document
     
101.SCH(2)   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL(2)   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF(2)   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB(2)   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE(2)   Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

3
EX-99.1 2 ex99-1.htm

 

EXHIBIT 99.1

 

Graphex Group Limited Announces Unaudited Financial Results For The First Half of 2023

 

HONG KONG, October 4, 2023 — Graphex Group Limited (“Graphex” the “Company” or the “Group”) (NYSE American: GRFX and HKEX: 6128), a global leader in mid-stream processing of specialized natural graphite used for electric vehicle (EV) lithium-ion (Li-ion) batteries, today announced its unaudited interim financial results for the six months ended June 30, 2023.

 

Financial Highlights for the Six Months Ended June 30, 2023

 

Total revenues were HK$ 151.3 million (US$ 19.4 million) for the six months ended June 30, 2023, representing a decrease of 7% compared with the total revenues of HK$ 163.1 million for the six months ended June 30, 2022.

 

Gross profit was HK$ 50 million (US$ 6.4 million) for the six months ended June 30, 2023, representing a decrease of 13% compared with our gross profit of HK$ 57.6 million for the six months ended June 30, 2022.

 

Gross margin was 33% for the six months ended June 30, 2023, compared with a gross margin of 35.7% for the six months ended June 30, 2022.

 

Loss from operations was HK$ 43.3 million (US$ 5.6 million) for the six months ended June 30, 2023, representing an increase of 4% compared with loss from operations of HK$ 41.7 million for the six months ended June 30, 2022.

 

Net loss was HK$ 69.9 million (US$ 9 million) for the six months ended June 30, 2023, representing an increase of 3% compared with net loss of HK$ 67.9 million for the six months ended June 30, 2022.

 

Amid global economic challenges, the Group set out expansion plans that will create opportunities and values for shareholders in the coming years. The Company believes that electrification is an irreversible trend. While lithium-ion batteries play a significant role in electrification, graphite processing capabilities are essential because graphite is the anode material that accounts for about 25% by weight of a lithium-ion battery. The Company believes that the global demand for graphite anode material will continue to be driven by the global development of the EV industry, energy storage infrastructures, consumer electronics, and robotics.

 

Operation highlights

 

Graphene Products Business

 

The production capacity of graphite anode material of the Group is limited by the current factory size. Therefore, the need for expansion of production capacity is important and that will involve construction of new production facilities. The Group has announced to build production facilities of graphite anode material in Mashan Graphite Industrial Park, Jixi, Heilongjiang, PRC for 40,000 metric tons, in Nanshu Industrial Park, Laixi, Shandong, PRC for 50,000 metric tons, and in Emerald Business Park, Warren, MI, USA for 15,000 metric tons through its joint venture company Graphex Michigan 1 LLC. The Group is also exploring the feasibilities to construct a 100,000 metric tons production facility in Canada. If the abovementioned new facilities are fully in operation, the Group will have a total production capacity of 215,000 metric tons of graphite anode material, which is over 20 times of the current capacity. As the production capacity increases, the revenue of the Group shall increase accordingly. The current market price of the graphite anode material is generally steady with minor fluctuations.

 

Landscape Architecture Business

 

The Group maintains its market position as one of the leading landscape architecture providers predominantly in the PRC and Hong Kong. It offers landscape architecture services to clients including governments, private property developers, state-owned property developers, design services companies and engineering companies in the PRC and Hong Kong.

 

Catering Business

 

The Group has terminated all its catering business in 2023 due to adverse market conditions. The Group does not intend to restart any catering business in the future.

 

 

 

Financial Results for the Six Months Ended June 30, 2023

 

Revenues

 

Revenue for the six months ended June 30, 2023, was approximately HK$151.3 million compared to approximately HK$163.1 million for the six months ended June 30, 2022. The decrease of HK$11.8 million or 7% was mainly due to a decrease in revenue from our Landscape architecture and design services of about HK$3.5 million, together with the decrease in revenue from our Graphene products and our Catering business, which declined about HK$6.3 million and HK$2 million, respectively.

 

    For the six months ended June 30,  
    2022     2023     2023  
    HK$’000     HK$’000     US$’000  
    (Unaudited)     (Unaudited)     (Unaudited)  
Type of goods or services                        
-Graphene products     103,438       97,103       12,449  
-Landscape architecture and design services     57,738       54,171       6,945  
-Catering     1,957       -       -  
Total Revenue     163,133       151,274       19,394  

 

Graphene Products Business

 

Revenue from our Graphene Products Business for the six months ended June 30, 2023 was approximately HK$97.1 million compared to approximately HK$103.4 million for the six months ended June 30, 2022. The decrease of HK$6.3 million or 6% was primarily due to the fluctuation of exchange rate in RMB. The average exchange rate of the RMB to the HK$ for the period ended June 30, 2023 was approximately 1.13 compared to approximately 1.21 for the six months ended June 30, 2022. If the fluctuation of exchange rate in RMB is excluded, the revenue has a slight increase by 1% due to a slight increase in sales quantity offset by a slight decrease in average selling price

 

Landscape Architecture and Design Business

 

Revenue from our Landscape architecture and design business for the six months ended June 30, 2023 was approximately HK$54.2 million compared to approximately HK$57.7 million for the six months ended June 30, 2022. The decrease of HK$3.5 million or 6% was primarily due to the decrease in new contracts.

 

Catering Business

 

Revenue from our Catering business for the six months ended June 30, 2023 was nil compared to approximately HK$2 million for the six months ended June 30, 2022. The decrease was primarily due to cease of operation of restaurants in China due to the continuous deterioration in market environment since the outbreak of the COVID-19 pandemic.

 

 

 

Cost of revenues

 

Cost of goods for the six months ended June 30, 2023 was approximately HK$101.3 million compared to approximately HK$105.6 million for the six months ended June 30, 2022. The decrease of HK$4.3 million or 4% was mainly due to a decrease in cost of goods from our Graphene Products of about HK$2.6 million and together with the decrease in cost of goods from our Landscape architecture and design and Catering business which declined about HK$1.5 million and HK$0.2 million, respectively.

 

    For the six months ended June 30  
    2022     2023     2023  
    HK$’000     HK$’000     US$’000  
    (Unaudited)     (Unaudited)     (Unaudited)  
Graphene products     71,682       69,028       8,850  
Landscape architecture and design     33,723       32,214       4,130  
Catering     168       -       -  
Total cost of revenues     105,573       101,242       12,980  

 

Graphene Products Business

 

Cost of revenues from our Graphene products business for the six months ended June 30, 2023 was approximately HK$69.1 million compared to approximately HK$71.7 million for the six months ended June 30, 2022. The decrease of HK$2.6 million or 4% was primarily due to the fluctuation of exchange rate in RMB. If the fluctuation of exchange rate in RMB is excluded, the cost of revenues has a slight increase by 3% due to increase in average unit cost.

 

Landscape Architecture and Design Business

 

Cost of revenues from our Landscape architecture and design business for the six months ended June 30, 2023 was approximately HK$32.2 million compared to approximately HK$33.7 million for the six months ended June 30, 2022. The decrease of HK$1.5 million or 4% was in line with the decrease in revenue.

 

Catering Business

 

Cost of revenues from our Catering business for the six months ended June 30, 2023 was approximately HK$nil compared to approximately HK$0.2 million for the six months ended June 30, 2022. The decrease was primarily due to the cessation of operations in PRC caused by the continuous deterioration in market environment since the outbreak of the COVID-19 pandemic.

 

Gross Profit

 

Gross profit for the six months ended June 30, 2023 was approximately HK$50 million compared to approximately HK$57.6 million for the six months ended June 30, 2022. The decrease of HK$7.6 million or 13%, was due to the decrease of gross profit from our Graphene Products Business, which was about HK$3.7 million, and together with the reductions in gross profits from our Landscape architecture and design business and Catering business, which were about HK$2.1 million and HK$1.8 million, respectively.

 

    For the six months ended June 30,  
    2022     2023     2023  
    HK$’000     HK$’000     US$’000  
    (Unaudited)     (Unaudited)     (Unaudited)  
Graphene products     31,756       28,075       3,599  
Landscape architecture and design     24,015       21,957       2,815  
Catering     1,789       -       -  
Total gross profit     57,560       50,032       6,414  

 

    For the six months ended June 30,  
    2022     2023  
    (Unaudited)     (Unaudited)  
    %     %  
Graphene products     31 %     29 %
Landscape architecture and design     42 %     41 %
Catering     91 %     -  

 

 

 

Graphene Products Business

 

Gross profit from our Graphene Products Business for the six months ended June 30, 2023, was approximately HK$28.1 million compared to approximately HK$31.8 million for the six months ended June 30, 2022. If not considering the exchange rate fluctuation, the gross profit decreased by HK$1.2 million which was primarily due to the decrease in the selling price of graphene related products.

 

Landscape Architecture and Design Business

 

Gross profit from our Landscape architecture and design business for the six months ended June 30, 2023 was approximately HK$22 million compared to approximately HK$24.0 million for the six months ended June 30, 2022. The decrease of HK$2 million was primarily due to costs incurred while project completions were delayed, primarily, due to the COVID-19 epidemic but no additional revenue charged to our customers.

 

Catering Business

 

Gross profit from our Catering business for the six months ended June 30, 2023 was nil compared to approximately HK$1.8 million for the six months ended June 30, 2022. The decrease was due to the cease of providing restaurant management service in Shanghai since January 2023.

 

Selling and Marketing Expenses

 

Selling and marketing expenses for the six months ended June 30, 2023 were approximately HK$3 million compared to approximately HK$2.3 million for the six months ended June 30, 2022. The increase of approximately HK$0.7 million or 30% was attributable to the increase in selling and marketing expenses in our Landscape architecture and design business of about HK$0.3 million and the increase in relevant expense in our Graphene products business of about HK$0.4 million due to the marketing expenses incurred for the U.S. market.

 

General and Administrative Expenses

 

General and administrative expenses for the six months ended June 30, 2023 were approximately HK$68.9 million compared to approximately HK$77.4 million for the six months ended June 30, 2022. The decrease of approximately HK$8.5 million or 11% was primarily caused by (i) the decrease in the overall salaries by approximately HK$4.1 million of the Group which is attributable to the cost control measures implemented since 2022, and (ii) the fluctuation of exchange rate in RMB by approximately HK$3.7 million.

 

Research and Development Expenses

 

Research and development expenses for the six months ended June 30, 2023 were approximately HK$10.8 million compared to approximately HK$10.7 million for the six months ended June 30, 2022. The increase of approximately HK$0.1 million was primarily due to the increase in research and development efforts by HK$0.4 million for our Graphene products business in early 2023 compared to lockdown of Jixi in early 2022 and set off by the decrease of research and development expenses in our Landscape architecture and design business of about HK$0.3 million.

 

Provision for Credit loss

 

Provision for credit loss for the six months ended June 30, 2023, was approximately HK$10.7 million compared to approximately HK$8.8 million for the six months ended June 30, 2022. The increase of approximately HK$1.9 million or 21.6% was primarily due to the decrease in reversal of provision for credit loss for other receivables of HK$4.9 million in 2022, set off by the decrease of provision for credit loss for account receivables and contract assets of HK$0.9 million and HK$2.1 million, respectively, due to the post-Covid recovery.

 

Total Other Expenses, net

 

Net total other expenses for the six months ended June 30, 2023 was approximately HK$32.1 million compared to approximately HK$31.4 million for the six months ended June 30, 2022. The increase of approximately HK0.7 million or 2% was primarily caused by the decrease in service income of HK$2.7 million from landscape segment due to the less favorable market and economic environment.

 

 

 

Loss Before Taxes

 

Losses before taxes for the six months ended June 30, 2023 were approximately HK$75.4 million compared to approximately HK$73.1 million for the six months ended June 30, 2022. The increase of approximately HK$2.3 million or 3% was primarily caused by the decrease in other income in 2023.

 

    For the six months ended June 30,  
    2022     2023     2023  
    HK$’000     HK$’000     US$’000  
Graphene products     8,738       10,726       1,375  
Landscape architecture and design     14,036       13,014       1,668  
Catering     (166 )     (1,680 )     (215 )
Corporate expenses     50,491       53,310       6,835  
Total loss before tax     73,099       75,370       9,663  

 

Graphene Products Business

 

Loss before tax from our Graphene Products Business for the six months ended June 30, 2023 was approximately HK$10.7 million compared to approximately loss before tax HK$8.7 million for the six months ended June 30, 2022. The increase of loss before income tax was due to decrease in revenue in 2023.

 

Landscape Architecture and Design Business

 

Loss before income tax from our Landscape architecture and design Business for the six months ended June 30, 2023 was approximately HK$13 million compared to approximately loss before tax HK$14 million for the six months ended June 30, 2022. The decrease in loss before income tax of HK$1 million was primarily due to the fluctuation of exchange rate in RMB.

 

Catering Business

 

Profit before income tax from our Catering business for the six months ended June 30, 2023 was approximately HK$1.7 million compared to approximately HK$0.2 million for the six months ended June 30, 2022. The change of HK$1.5 million was due to a one-off other income was received during the period ended June 30, 2023.

 

 

 

Cash Flows

 

For the six months ended June 30, 2022 and 2023

 

The following table summarizes the key components of our cash flows for the six months ended June 30, 2022 and 2023:

 

    For the six months ended June 30,  
    2022     2023     2023  
    HK$’000     HK$’000     US$’000  
Selected Consolidated Statements of Cash Flows Data:                        
Net cash used in operating activities     (12,126 )     (9,363 )     (1,200 )
Net cash used in investing activities     (4,131 )     (4,103 )     (526 )
Net cash (used in) provided by financing activities     14,707       (610 )     (79 )
Effect of exchange rate on cash     (1,477 )     65       8  
Net decrease in cash     (3,027 )     (14,011 )     (1,797 )
Cash and cash equivalents and restricted cash at beginning of period     31,463       31,470       4,035  
Cash and cash equivalents and restricted cash at end of period     28,436       17,459       2,238  

 

Operating Activities

 

Net cash used in operating activities was approximately HK$9.4 million for the six months ended June 30, 2023, compared to approximately HK$12.1 million net cash used in operating activities for the six months ended June 30, 2022. The decrease of approximately HK$2.7 million was mainly attributable to the increase in trade receivables of Graphene Products Business.

 

Investing Activities

 

Net cash used in investing activities was approximately HK$4.1 million for the six months ended June 30, 2023 compared to approximately HK$4.1 million for the six months ended June 30, 2022.

 

Financing Activities

 

Net cash used in financing activities was approximately HK$0.6 million for the six months ended June 30, 2023, compared to approximately HK$14.7 million provided by financing activities for the six months ended June 30, 2022. The change was mainly attributable to the decreased proceed from short-term borrowings and no additional convertible notes were issued during the six months ended June 30, 2023.

 

Capital Expenditures

 

We had capital expenditures of approximately HK$0.2 million and approximately HK$0.9 million for the six months ended June 30, 2022 and 2023, respectively. Our capital expenditures were mainly used for purchases of equipment in our Graphene products Business and Landscape architecture and design business. We intend to fund our future capital expenditures with lease financing and other financing alternatives. We will continue to make capital expenditures to support the growth of our business.

 

Borrowings

 

As of December 31, 2022, we had outstanding corporate bonds of approximately HK$115.4 million and outstanding promissory notes of approximately HK$123.6 million. As of June 30, 2023, we had outstanding corporate bonds of approximately HK$115.4 million and outstanding promissory notes of approximately HK$123.6 million.

 

Recent Development

 

On July 14, 2023, convertible notes with principal amount of US$70,000 (equivalent HK$542,500) were converted into shares at conversion price of HK$0.65 and the Company allotted and issued a total of 834,615 conversion shares to the convertible note holder.

 

On July 19, 2023, the Company entered into the Cooperation Agreement with the Nanshu Town Government pursuant to which the Company and the Nanshu Town Government intended to have a cooperation in the “Graphite Anode Material Project” in Laixi City Nanshu Town New Material Industrial Park which is situated in Nanshu Town, Laixi City, Shandong Province, the PRC. Further details are set out in the Form 6-K filed by the Company on July 19, 2023.

 

On July 24, 2023, the Board resolved to grant a total of 22,990,000 Awarded Shares, to 16 share award grantees, pursuant to the 2023 Share Award Scheme at nil consideration, subject to the acceptances by the Grantees. Further details are set out in Form 6-K filed by the Company on July 24, 2023.

 

On September 21, 2023, convertible notes with principal amount of US$20,000 (equivalent HK$155,000) were converted into shares at conversion price of HK$0.65 and the Company allotted and issued a total of 238,461 conversion shares to the convertible note holder.

 

 

 

Unaudited Interim Condensed Consolidated Financial Statements

 

GRAPHEX GROUP LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

As of

December 31, 2022

   

As of

June 30, 2023

   

As of

June 30, 2023

 
    HK$’000     HK$’000     US$’000  
                   
ASSETS                        
                         
CURRENT ASSETS                        
Cash and cash equivalents     31,470       17,459       2,238  
Trade and notes receivables, net     101,133       180,986       23,203  
Trade and notes receivables – related parties     1,886       586       75  
Inventories, net     16,901       9,234       1,184  
Loan receivables – related parties     11,098       13,897       1,782  
Prepayments, other receivables and other current assets, net     41,592       34,554       4,430  
Equity investment, fair value     31       24       3  
Contract assets     29,584       26,471       3,394  
Contract assets – related party     1,050       156       20  
Tax recoverable     373       384       49  
Total current assets     235,118       283,751       36,378  
                         
PROPERTY AND EQUIPMENT, NET     35,403       30,747       3,942  
                         
OTHER ASSETS                        
Goodwill     101,939       101,939       13,069  
Other intangible assets, net     492,185       452,330       57,991  
Investment in unconsolidated associates     227       -       -  
Equity investment, fair value     94       91       12  
Prepayments and deposits     4,902       5,825       747  
Deferred tax assets, net     4,903       6,353       814  
Total non-current assets     604.250       566,538       72,633  
TOTAL ASSETS     874,771       881,036       112,953  
                         
LIABILITIES AND SHAREHOLDERS’ EQUITY                        
                         
CURRENT LIABILITIES                        
Current portion of corporate bonds payable     112,867       26,832       3,440  
Bank borrowing     11,194       10,846       1,390  
Convertible notes     17,373       3,758       482  
Short-term borrowings     2,911       7,967       1,021  
Short-term borrowings – related parties     1,478       -       -  
Trade payable     13,398       75,384       9,664  
Other payables and accruals     48,320       56,481       7,241  
Other payables – related parties     686       262       34  
Lease liabilities     5,146       4,556       584  
Taxes payable     33,898       32,164       4,124  
Contract liabilities     37,410       33,982       4,357  
Dividend payable to non-controlling interest     1,511       -       -  
Total current liabilities     286,192       252,232       32,337  

 

 

 

   

As of

December 31, 2022

   

As of

June 30, 2023

   

As of

June 30, 2023

 
    HK$’000     HK$’000     US$’000  
                   
OTHER LIABILITIES                        
Promissory notes     123,590       123,590       15,845  
Corporate bonds payable     2,500       88,540       11,351  
Convertible notes     15,166       -       -  
Short-term borrowing     11,000       11,000       1,410  
Noncurrent portion of lease liabilities     18,648       15,979       2,049  
Deferred tax liabilities     75,035       69,108       8,860  
Total other liabilities     245,939       308,217       39,515  
                         
TOTAL LIABILITIES     532,131       560,449       71,852  
                         
COMMITMENTS AND CONTINGENCIES                        
                         
EQUITY                        
Ordinary shares, HK$0.01 par value; authorized – 2,000,000,000 shares; issued and outstanding 683,493,072 and 777,446,915 as of December 31, 2022 and June 30, 2023, respectively     6,835       7,774       997  
Preference shares, 323,657,534 shares as of December 31, 2022 and June 30, 2023     3,236       3,236       415  
Additional paid-in capital     790,966       853,642       109,441  
Accumulated deficit     (454,557 )     (526,674 )     (67,522 )
Statutory reserves     13,476       13,476       1,728  
Accumulated other comprehensive loss     (6,574 )     (22,456 )     (2,880 )
Total Graphex Group Limited Shareholders’ Equity     353,382       328,998       42,179  
Non-controlling interests     (10,742 )     (8,411 )     (1,078 )
TOTAL EQUITY     342,640       320,587       41,101  
                         
TOTAL LIABILITIES AND EQUITY     874,771       881,036       112,953  

 

 

 

GRAPHEX GROUP LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

    For the six months ended June 30,  
    2022     2023     2023  
    HK$’000     HK$’000     US$’000  
REVENUES                        
Revenues – third parties     161,081       151,194       19,384  
Revenues – related parties     2,052       80       10  
Total revenues     163,133       151,274       19,394  
COST OF REVENUES     (105,573 )     (101,242 )     (12,980 )
GROSS PROFIT     57,560       50,032       6,414  
                         
OPERATING EXPENSES                        
Selling and marketing expenses     2,257       2,956       379  
General and administrative expenses     77,418       68,860       8,828  
Research & development expense     10,734       10,800       1,385  
Provision for credit loss     8,833       10,705       1,372  
Total operating expenses     99,242       93,321       11,964  
LOSS FROM OPERATIONS     (41,682 )     (43,289 )     (5,550 )
                         
OTHER INCOME (EXPENSE)                        
Finance expenses     (39,721 )     (38,397 )     (4,923 )
Interest income     781       582       75  
Service income     4,418       1,659       213  
Dividend income     63       92       12  
Government grants     301       914       117  
Waiver of interest on convertible notes     2,377       1,160       149  
Investment loss in unconsolidated affiliates     (265 )     (230 )     (29 )
Fair value change – equity investment     (11 )     (6 )     (1 )
Other income, net     640       2,145       274  
Total other expenses, net     (31,417 )     (32,081 )     (4,113 )
LOSS BEFORE TAX     (73,099 )     (75,370 )     (9,663 )
INCOME TAX BENEFIT     5,175       5,446       698  
NET LOSS     (67,924 )     (69,924 )     (8,965 )
Less: (loss) income attributable to non-controlling interests     (225 )     2,193       281  
NET LOSS ATTRIBUTABLE TO GRAPHEX GROUP LIMITED     (67,699 )     (72,117 )     (9,246 )
NET LOSS     (67,924 )     (69,924 )     (8,965 )
                         
OTHER COMPREHENSIVE LOSS                        
Foreign currency translation adjustment     (29,895 )     (15,747 )     (2,019 )
COMPREHENSIVE LOSS     (97,819 )     (85,671 )     (10,984 )
Less: Comprehensive (loss) income attributable to non-controlling interest     (141 )     2,331       299  
COMPREHENSIVE LOSS ATTRIBUTABLE TO GRAPHEX GROUP LIMITED     (97,678 )     (88,002 )     (11,283 )
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES                        
Basic and Diluted     516,055,804       725,781,129       725,781,129  
                         
LOSS PER SHARE                        
Basic and Diluted     (0.131 )     (0.099 )     (0.013 )

 

 

 

About Graphex:

 

Graphex Group Limited, a Cayman Island company with principal offices in Hong Kong and regional offices in Shanghai and Royal Oak, MI, USA. Graphex is focused on the development of technologies and products to enhance renewable energy, particularly the enrichment of spherical graphite and graphene, key components for EV batteries and lithium-ion batteries for other use cases. Proficient in the commercial deep processing of graphite, Graphex has extensive commercial experience producing battery grade purified spherical graphite to the power battery market, currently at a volume of 10,000 metric tons per annum (tpa) with intentions to expand production to over 100,000 tpa over the next three years. With a strategy to expand its global operations to support energy transition and electrification efforts worldwide, Graphex is currently among the top suppliers of specialized spherical graphite to the EV and renewable energy industries and holds patents in areas including products, production methods, machinery design, and environmental protection.

 

Safe Harbor / Forward-Looking Statements:

 

This unaudited financial results as of and for the six-month period ended June 30, 2023 contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Among other things, the business outlook and quotations from management in this exhibit, as well as the Company’s strategic and operational plans, contain forward-looking statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (“SEC”) on Forms 20-F and 6-K, in its annual report to shareholders and other written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s goals and strategies; the Company’s future business development, financial condition and results of operations; the expected growth of the Company’s industry; and the Company’s expectations regarding demand for and market acceptance of its products and services. Further information regarding these and other risks is included in the Company’s annual report on Form 20-F and current report on Form 6-K and other documents filed with the SEC. All information provided in this exhibit is as of the date of this exhibit, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable laws.