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Graphex Group Limited 烯石電動汽車新材料控股有限公司 (Formerly Known As Earthasia International Holdings Limited) CONTENTS

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Graphex Group Limited 烯石電動汽車新材料控股有限公司 (Formerly Known As Earthasia International Holdings Limited) CONTENTS Graphex Group Limited 烯石電動汽車新材料控股有限公司 (Formerly known as Earthasia International Holdings Limited) CONTENTS 2 Financial Highlights 3 Corporate Information 6 Chairman’s Statement 10 Management Discussion and Analysis 24 Biographies of Directors and Senior Management 32 Corporate Governance Report 47 Report of the Directors 60 Environmental, Social and Governance Report 87 Independent Auditor’s Report 93 Consolidated Statement of Profit or Loss 94 Consolidated Statement of Comprehensive Income 95 Consolidated Statement of Financial Position 97 Consolidated Statement of Changes in Equity 99 Consolidated Statement of Cash Flows 102 Notes to Financial Statements 220 Five-Year Financial Summary 2 FINANCIAL HIGHLIGHTS FINANCIAL HIGHLIGHTS Results For the year ended 31 December 2020 2019 Change HK$’000 HK$’000 Revenue 388,852 313,941 +23.9% Graphene 215,462 123,474 +74.5% Landscape architecture 149,160 154,114 -3.2% Catering 24,230 36,353 -33.3% Adjusted EBITDA* 85,021 54,458 +56.1% Graphene 49,743 28,407 +75.1% Landscape architecture 20,242 21,316 -5.0% Catering 15,036 4,735 +217.6% Loss before tax (102,897) (64,802) +58.8% Loss attributable to owners of the parent (91,696) (57,082) +60.6% HK cents HK cents Basic loss per share attributable to ordinary equity holders of the parent (19.4) (12.9) +50.4% Results At 31 December 2020 2019 Change HK$’000 HK$’000 Total assets 1,104,239 1,151,531 -4.1% Net assets 168,530 221,147 -23.8% Shareholder’s equity 171,517 220,691 -22.3% Cash and bank balances 37,709 53,882 -30.0% Debt 546,649 517,041 +5.7% * Non-IFRS Measure To supplement our consolidated financial statements which are presented in accordance with International Financial Reporting Standards (“IFRSs”), adjusted EBITDA is used as an additional financial measure throughout this annual report. The financial measure is presented because it is used by management to evaluate operating performance. The Company believes that non-IFRS measure may provide useful information to help investors and others understand and evaluate the Company’s consolidated results of operations in the same manner as management and in comparing financial results across accounting periods and to those of our peer companies. However, non-IFRS financial measure does not have a standardised meaning prescribed by IFRSs and therefore may not be comparable to similar measures presented by other companies. Adjusted EBITDA used herein is defined as earnings before interest expense, taxation, depreciation and amortisation, and excludes fair value change on financial assets at fair value through profit or loss, written off of goodwill, impairment losses of other intangible assets and property, plant and equipment, share of losses of associates and joint ventures and impairment losses on financial and contract assets and corporate expenses. Please refer to note 4 to the consolidated financial statements in this annual report for reconciliation of loss before tax, an IFRS measure, to adjusted EBITDA. CORPORATE INFORMATION BOARD OF DIRECTORS CORPORATE WEBSITE Executive Directors www.graphexgroup.com Mr. Lau Hing Tat Patrick Mr. Chan Yick Yan Andross AUTHORISED REPRESENTATIVES Mr. Tian Ming Mr. Kwok Ka Hei Mr. Yang Liu Mr. Chan Yick Yan Andross Mr. Qiu Bin Non-executive Directors ALTERNATES TO AUTHORISED Mr. Ma Lida REPRESENTATIVES Mr. Tu Wenzhe Mr. Tian Ming Mr. Lau Hing Tat Patrick Independent non-executive Directors Ms. Tam Ip Fong Sin PRINCIPAL BANKERS Mr. Wang Yuncai Mr. Liu Kwong Sang Bank of China (Hong Kong) Mr. Tang Zhaodong Bank of Communication Mr. Chan Anthony Kaikwong Industrial Bank Co., Ltd. The Bank of East Asia COMPANY SECRETARY The Hongkong and Shanghai Banking Mr. Kwok Ka Hei PRINCIPAL SHARE REGISTRAR OFFICE REGISTERED OFFICE Ocorian Trust (Cayman) Limited Windward 3 Windward 3 Regatta Office Park Regatta Office Park PO box 1350 PO box 1350 Grand Cayman KY1-1108 Grand Cayman KY1-1108 Cayman Islands Cayman Islands HEADQUARTER, HEAD OFFICE HONG KONG SHARE REGISTRAR AND PRINCIPAL PLACE OF BUSINESS Tricor Investor Services Limited IN HONG KONG Level 54, Hopewell Centre 11/F COFCO Tower 183 Queen’s Road East 262 Gloucester Road Wanchai Causeway Bay Hong Kong Hong Kong ADR (LEVEL 1) PROGRAMME DEPOSITARY AUDIT COMMITTEE Bank of New York Mellon Mr. Liu Kwong Sang (Chairman) (Ticker on OTCQX market : ETIHY) Ms. Tam Ip Fong Sin Mr. Wang Yuncai Mr. Ma Lida INVESTOR RELATIONS REMUNERATION COMMITTEE Email: [email protected] Ms. Tam Ip Fong Sin (Chairlady) LEGAL ADVISER AS TO HONG KONG Mr. Wang Yuncai Mr. Chan Yick Yan Andross Hastings & Co. NOMINATION COMMITTEE AUDITOR Mr. Lau Hing Tat Patrick (Chairman) Crowe (HK) CPA Limited Mr. Wang Yuncai Ms. Tam Ip Fong Sin Graphex Group Limited Annual Report 2020 3 CHAIRMAN'S STATEMENT 石墨烯 石墨烯 6 CHAIRMAN'S STATEMENT Dear Shareholders: On behalf of the Board of Graphex Group Limited (formerly known as “Earthasia International Holdings Limited”) and its subsidiaries, it is my pleasure to present the annual report of the Group. From a positive outlook at the beginning of the year, Covid-19 emerged as an unprecedented challenge for the world. We moved quickly to adapt our business and protect and support our people and communities. This involved a range of measures across our subsidiaries depending on the incidence of Covid-19 and the regulations and expectations of governments, employees and the communities that host our operations. Against this backdrop, our management team took tactical and decisive strategic action. We exited most of our catering segment’s restaurants and fully closed its operations in Italy. We transitioned much of our office-based landscape architecture staff to home-based working and supported them with enhanced information technology. Despite having to temporarily halt production at our graphene segment manufacturing facility in Heilongjiang Province from January 2020 through March 2020, we were able to swiftly ramp up operations and return to full production capacity by May 2020. In spite of the challenges presented in 2020, we ensured that our strategic priorities were progressed and continued to focus the Group towards opportunities within the renewable energy sector. With sales growing 74.5% year-on-year to HK$215.5 million, our Graphene segment now represents 55.4% of the Group’s total revenue. Adjusted EBITDA for the Graphene segment was up 75.1% year-on-year to HK$49.7 million, a 23.1% margin which represents 58.5% of the Group’s total adjusted EBITDA. Our Graphene segment principally manufactures spherical graphite, which is a key component for lithium-ion battery cells, used in electric vehicles and as an energy storage solution for wind and solar farms. We have also begun to pivot our landscape architecture segment towards the renewable energy sector. The segment is in discussion with government departments in China to establish rechargeable parks. Rechargeable parks provide electric vehicle, electric bike and mobile device charging in connection with stunning architecturally crafted urban parkland. The concept is aimed at boosting urban activity, by making cities more attractive for electric vehicles whilst improving social interaction and providing the health benefits of small parks and green spaces. Despite headwinds from the Covid-19 pandemic, the landscape architecture segment only saw a slight 3.2% decline in revenues to HK$149.2 million, with a 13.6% adjusted EBITDA margin of HK$20.2 million. With world leaders harmonising support for renewable energy and electric vehicles, we believe the Graphene segment will be the key contributor to future growth of the Group. In the United States, the new administration in Washington has re-joined the Paris Climate Agreement and committed to a 10-year US$400 billion investment in clean energy and innovation. The administration further plans to sponsor 500,000 new public charging outlets by the end of 2030 and intends to replace up to 650,000 cars in the federal fleet with electric vehicles. Globally, government bans on new car CHAIRMAN’S STATEMENT Jixi City Heilongjiang Province Lau Hing Tat Patrick, JP Chairman sales of internal combustion engine cars, to the benefit of electric vehicles, will begin in 2030 for the United States, United Kingdom, Sweden, and India, followed by Japan in 2035 and France in 2040. China, which currently produces more than twice the electrical power from renewables than second largest United States, has mandated that electric vehicles will represent more than 40% of its car sales by 2030. With each electric vehicle requiring approximately 70kg of spherical graphite for its lithium-ion battery, we believe there are powerful economic drivers supporting our Graphene segment. In 2021, the Group will continue to invest in the Graphene segment, by enhancing technology, increasing production capacity and seeking downstream acquisitions. To maintain a lead in technology, we are researching silicon-carbon composite anodes which use a combination of silicon and spherical graphite to enhance lithium-ion battery specific energy storage capacity and cell energy density. Further, we are researching the use of graphene to improve cold weather performance of electric vehicles. To meet demand, we have announced a three-year framework plan to increase our spherical graphite production capacity from 10,000 metric tons to 40,000 metric tons per annum. In addition, we are analysing synergistic partnerships with downstream battery anode and lithium-ion battery cell manufacturers. With our graphene segment now representing the majority our revenues, we have initiated a rebranding process including renaming the Company Graphex Group Limited. This change should be effective in the second quarter of 2021. Graphex Group more clearly reflects our focus on lithium-Ion anode material and provides scope to create a brand around our ultrahigh quality spherical graphite. In addition, since our business is now more global, we have created a US listing for our stock on the United States OTCQX market.
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