F-1/A

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

AMENDMENT NO. 8
TO
FORM F-1

REGISTRATION 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 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

(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

(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*	Form of Underwriting Agreement
3.1*	Certificate of Incorporation and amendment
3.2*	Amended and Restated Memorandum and Articles of Association
4.1*	Form of Warrant issued to purchaser of Convertible Notes under Subscription Agreement
4.2*	Deposit Agreement dated as of September 18, 2020 among Graphex Group Limited, formerly known as Earthasia International Holdings Limited, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder
5.1	Opinion of Appleby
5.2*	Opinion of Wilson Williams, LLC
8.1	Opinion of Appleby regarding certain Cayman Islands tax matters (included in Exhibit 5.1).
8.2*	Opinion of Allbright Law Offices regarding certain People’s Republic of China tax matters (included in Exhibit 99.1)
8.3*	Opinion of Tso Au Yim & Yeung, Solicitors regarding certain Hong Kong tax matters (included in Exhibit 99.2)
10.1*†	Form of Indemnification Agreement by and between the Registrant and executive officers and directors of the Registrant
10.2*	Subscription Agreement for the Convertible Notes and form of Convertible Note dated January 19, 2021 by and between Earthasia International Holdings Ltd., as Issuer, and Lexinter International Inc., as Investor, including the Form of the Definitive Note Certificate and the Form of Warrant
10.3*	Limited Liability Agreement of Graphex Michigan I, LLC dated as of May 30, 2022 by and among Emerald Energy Solutions LLC and Graphex Technologies, LLC
10.4*	Supplemental Agreement dated January 20, 2022 regarding Subscription Agreement for Convertible Notes dated January 19, 2021 by and between Graphex Group Limited (formerly known as Earthasia International Holdings Ltd.), as Issuer, and Lexinter International Inc., as Investor
10.5*	Loan Agreement dated as of March 23, 2018, by and between Chan Suk Fun and Thai Gallery
10.6*	Share Award Scheme of Earthasia International Holdings Limited, an indirect wholly owned subsidiary of Graphex Group Limited adopted January 19, 2021
10.7*	Grant of Share Options pursuant to Share Award Scheme of Earthasia International Holdings Limited dated as of January 28, 2021
10.8*	Clarification announcement, dated as of January 29, 2021, made in reference to the Grant of Share Options executed on January 28, 2021
10.9*	Trust Deed constituting the Earthasia Share Award Scheme, dated as of August 21, 2014, by and between Earthasia International Holdings Limited and Bank of Communications Trustee Limited
10.10*	Share Charge Agreement, dated as of February 1, 2021, among Happy Growth Group Limited, a subsidiary of Graphex Group Limited, Lexinter International Inc and Think High Global Limited
10.11*	English Summary of Promissory Note issued on November 13, 2019 by Earthasia International Holdings Limited to Tycoon Partners Holdings Limited in the amount of HK$348,080,000

II-1

Exhibit No.	Description
10.12*	Rules relating to Share Award Scheme of Earthasia International Holdings Limited, an indirect wholly owned subsidiary of Graphex Group Limited adopted January 19, 2021
10.13*	Sale and Purchase Agreement in relation to the entire Issued Shares of Think High Global Limited dated as of January 31, 2018 by and among Upworth Capital Limited and Tycoon Partner Holdings Limited and the other parties thereto, the Supplement Agreement thereto dated as of October 24, 2018 and the Second Supplemental Agreement thereto dated as of November 13, 2019^
21.1*	List of subsidiaries of the Registrant
23.1	Consent of Friedman LLP
23.2	Consent of Appleby (included in Exhibit 5.1)
23.3*	Consent of Allbright Law Offices (included in Exhibit 99.1)
23.4*	Consent of Wilson Williams, LLC (included in Exhibit 5.2)
23.5*	Consent of Tso Au Yim & Yeung, Solicitors (included in Exhibit 99.2)
24.1	Power of Attorney (included on the signature page of this Registration Statement)
99.1*	Opinion of Allbright Law Offices regarding certain People’s Republic of China law matters
99.2*	Opinion of Tso Au Yim & Yeung, Solicitors regarding certain Hong Kong law matters
99.3.1*	Form of the Code of Business Conduct and Ethics of the Registrant
99.3.2*	Form of the Foreign Corrupt Practice Act Compliance Policy of the Registrant
99.3.3*	Form of the Transactions With Related Persons Policies and Procedures of the Registrant
107*	Filing Fee Table

*

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

EX-5.1

Exhibit 5.1

Windward 3 Regatta	Graphex Group Limited
Office Park, P.O. Box 1350
Grand Cayman KY1-1108
Cayman Islands
Attention The Board of Directors
	Appleby Ref 424044.0006
	8 August 2022

    Suites 4201 - 03 & 12
42/F, One Island East
Taikoo Place
18 Westlands Road
Quarry Bay
Hong Kong

Tel +852 2523 8123

applebyglobal.com   Managing Partner
David Bulley   Partners
Fiona Chan
Vincent Chan
Chris Cheng
Richard Grasby
Judy Lee
Marc Parrott
Eliot Simpson Dear Sirs   Graphex Group Limited (Company)

INTRODUCTION   We act as Cayman Islands legal adviser to the Company, and this legal opinion as to Cayman Islands law is addressed to you in connection with Company’s filing of a registration statement on Form F-1, including all amendments or supplements thereto (the Registration Statement, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) with the U.S. Securities and Exchange Commission relating to the public offering by the Company of certain American depositary shares representing the Company’s ordinary shares of a par value of HK$0.01 each (the Shares).   We are furnishing this opinion as Exhibits 5.1, 8.1 and 23.2 to the Registration Statement.   OUR REVIEW   For the purposes of giving this opinion we have examined and relied upon the documents listed in Schedule 1 (Documents). We have not examined any other documents, even if they are referred to in the Documents.   We have not made any other enquiries concerning the Company and in particular we have not investigated or verified any matter of fact or opinion (whether set out in any of the Documents or elsewhere) other than as expressly stated in this opinion.   Unless otherwise defined herein, capitalised terms have the meanings assigned to them in Schedule 1.

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

LIMITATIONS

Our opinion is limited to, and should be construed in accordance with, the laws of the Cayman Islands at the date of this opinion. We express no opinion on the laws of any other jurisdiction.

This opinion is limited to the matters stated in it and does not extend, and is not to be extended by implication, to any other matters.

ASSUMPTIONS AND RESERVATIONS

We give the following opinions on the basis of the assumptions set out in Schedule 2 (Assumptions), which we have not verified, and subject to the reservations set out in Schedule 3 (Reservations).

OPINIONS

1.	Incorporation and Status: The Company is an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands and is a separate legal entity. The Company is in good standing with the Registrar of Companies of the Cayman Islands.
2.	Authorised Share Capital: Base solely on our review of the Constitutional Documents, the authorised share capital of the Company is HK$30,000,000 consisting of 2,000,000,000 ordinary shares of HK$0.01 each and 1,000,000,000 preference shares of HK$0.01 each.
3.	Issue of Shares: The Shares to be allotted and issued by the Company in the manner set out in the Registration Statement and the Resolutions have been duly authorised, and when fully paid, allotted and issued by the Company in accordance with the Resolutions, will be validly issued, fully paid and non-assessable. The reference in this opinion to Shares being non-assessable shall mean solely that no further sums of money are required to be paid by the holders of such Shares in connection with the issuance thereof.
4.	Disclosure in offering documents: The statements under the heading “Taxation” in the prospectus forming part of the Registration Statement, insofar as such statements constitute statements of Cayman Islands law and only to the extent governed by the laws of the Cayman Islands, are accurate in all material respects. The statements under the heading “Taxation — Cayman Islands Taxation” in the Registration Statement constitute our opinion.

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

2

5. Withholding Taxes: The Company is not required under Cayman Islands law to make any deduction or withholding for or on account of any tax from any payment to be made in respect of the issuance and transfer of the Shares.

Yours faithfully

/s/ Appleby

Appleby

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

3

Schedule 1

Documents Examined

1. Scanned copies of (i) the certificate of incorporation of the Company dated 25 November 2013; (ii) the certificate of incorporation on adoption of dual foreign name of the Company dated 23 December 2013, and (iii) the certificate of incorporation on change of name of the Company dated 9 April 2021 (Certificates of Incorporation).

2. Scanned copies of the amended and restated memorandum of association and articles of association of the Company adopted on by a special resolution passed on 24 March 2022 and effective on 24 March 2022 (the Constitutional Documents).

3. A scanned copy of the certificate of good standing dated 21 July 2022 issued by the Registrar of Companies in respect of the Company (Certificate of Good Standing).

4. A scanned copy of the certificate of incumbency dated 28 July 2022 issued by the Company’s registered office provider in respect of the Company (Certificate of Incumbency).

5. Scanned copies of (i) minutes of a meeting of the board of directors of the Company held on 28 July 2021, and (ii) the written resolutions of all directors of the Company dated 7 July 2022 (Resolutions).

6. A scanned copy of the register of directors and officers of the Company as of 6 July 2022 (Register of Directors and Officers).

7. A copy of the draft Registration Statement.

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

4

Schedule 2

Assumptions

We have assumed:

1. (i) that the originals of all documents examined in connection with this opinion are authentic, accurate and complete; and (ii) the authenticity, accuracy, completeness and conformity to original documents of all documents submitted to us as copies;

2. that there has been no change to the information contained in the Certificates of Incorporation, the Certificate of Incumbency or the Register of Directors and Officers and that the Constitutional Documents remain in full force and effect and are unamended;

3. that the signatures, initials and seals on all documents and certificates submitted to us as originals or copies of executed originals are authentic;

4. that where incomplete documents, drafts or signature pages only have been supplied to us for the purposes of issuing this opinion, the original documents have been duly completed and correspond in all material respects with the last version of the relevant documents examined by us prior to giving our opinion;

5. that none of the Company’s directors or its registered office has received any notice of any litigation or threatened litigation to which the Company is or may be party;

6. that the Company has not (i) received notice of any stop notice under Order 50 of the Grand Court Rules in respect of any of its shares or (ii) issued any restrictions notice under the Companies Act (as revised) of the Cayman Islands (Companies Act) in respect of the registration of the beneficial ownership of any of its shares, which restrictions notice has not been withdrawn by the Company or ceased by court order;

7. that (i) any meetings at which the Resolutions were passed were duly convened and had a duly constituted quorum present and voting throughout and any Resolutions passed in writing were adopted in accordance with the law and the Constitutional Documents, (ii) all interests of the directors of the Company on the subject matter of the Resolutions, if any, were declared and disclosed in accordance with the law and Constitutional Documents, (iii) the Resolutions have not been revoked, amended or superseded, in whole or in part, and remain in full force and effect at the date of this opinion, and (iv) the directors of the Company have concluded that the transactions approved by the Resolutions are bona fide in the best interests of the Company and for a proper purpose of the Company;

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

5

8. that the Certificate of Incumbency and the Register of Directors and Officers accurately reflects the names of all directors and officers of the Company as at the dates the Resolutions were passed or adopted and as at the date of this opinion;

9. that there are no records of the Company, agreements, documents or arrangements other than the Constitutional Documents, the Resolutions and the documents expressly referred to herein as having been examined by us which materially affect, amend or vary the transactions contemplated in the Documents or restrict the powers and authority of the directors of the Company in any way which would affect opinions expressed herein; and

10. that the directors or members of the Company have not taken any steps to have the Company struck off or placed in liquidation, no steps have been taken to wind up the Company and no receiver has been appointed over any of the Company’s property or assets.

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

6

Schedule 3

Reservations

Our opinion is subject to the following:

1. Currency of Court Judgments: The Cayman Islands Grand Court Rules 1995 expressly contemplate that judgments may be granted by the Grand Court of the Cayman Islands in currencies other than Cayman Islands dollars or United States dollars. Such Rules provide for various specific rates of interest payable upon judgment debts according to the currency of the judgment.

2. Conversion of Debts: In the event the Company is placed into liquidation, the Cayman Islands court is likely to require that all debts are converted (at the official exchange rate at the date of conversion) into and paid in a common currency which is likely to be Cayman Islands dollars or United States dollars.

3. Summary Court Register: We have not examined the register of the summary court of the Cayman Islands on the basis that claims in such court are limited to a maximum of approximately USD24,000.

4. Preferences: Every conveyance or transfer of property, or charge thereon, and every payment obligation and judicial proceeding, made, incurred, taken or suffered by a company at a time when that company was unable to pay its debts within the meaning of section 93 of the Companies Act, and made or granted in favour of a creditor with a view to giving that creditor a preference over the other creditors of the Company, would be invalid pursuant to section 145(1) of the Companies Act, if made, incurred, taken or suffered within the six months preceding the commencement of a liquidation of the Company. Such actions will be deemed to have been made with a view to giving such creditor a preference if it is a “related party” of the Company. A creditor shall be treated as a related party if it has the ability to control a company or exercise significant influence over a company in making financial and operating decisions.

5. Undervalues: Any disposition of property made at an undervalue by or on behalf of a company and with an intent to defraud its creditors (which means an intention to wilfully defeat an obligation owed to a creditor), shall be voidable (i) under section 146 of the Companies Act at the instance of the company’s official liquidator, and (ii) under the Fraudulent Dispositions Act, at the instance of a creditor thereby prejudiced.

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

7

6. Defrauding Creditors: If any business of a company has been carried on with intent to defraud creditors of the company or creditors of any other person or for any fraudulent purpose, the Cayman Islands court may declare that any persons who were knowingly parties to the carrying on of the business of the company in such manner are liable to make such contributions, if any, to the company’s assets as the court thinks proper.

7. Good Standing: Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar of Companies. The Company shall be deemed to be in good standing under section 200A of the Companies Act on the date of issue of the certificate if all fees and penalties under the Companies Act have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Companies Act.

8. Corporate Documents: The Registry of Companies in the Cayman Islands is not public in the sense that copies of the Constitutional Documents and information on shareholders is not publicly available and information on directors is limited. We have therefore obtained scanned copies of the corporate documents specified in Schedule 1 and relied exclusively on such scanned copies for the verification of such corporate information.

9. Issue of shares: Based on the decision in the English case of Houldsworth v City of Glasgow Bank (1880) 5 App Cas 317 HL, in the event of a misrepresentation by a Company on which a shareholder relied in agreeing to subscribe for shares in such Company, the shareholder may be entitled to rescind the share subscription agreement and thereafter claim damages against such Company for any additional loss suffered as a result of the misrepresentation. Such a claim for damages will not arise unless and until the shareholder has successfully rescinded the share subscription agreement. A shareholder may be barred from rescinding on the grounds of delay or affirmation and if such Company is wound up (whether voluntarily or compulsorily), such shareholder will lose the right to rescind the share subscription agreement.

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

8

EX-23.1

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Registration Statement of Graphex Group Limited on Amendment No. 8 to Form F-1 of our report dated June 8, 2022, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of consolidated financial statements of Graphex Group Limited and Subsidiaries as of and for the years ended December 31, 2020 and 2021. We also consent to the reference to our Firm under the heading “Experts” in the prospectus.

/s/ Friedman LLP

New York, New York

August 9, 2022