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GRAPHEX GROUP LIMITED 烯石電動汽車新材料控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 6128)

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GRAPHEX GROUP LIMITED 烯石電動汽車新材料控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 6128) THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other independent professional adviser. If you have sold or transferred all your shares in Graphex Group Limtied (formerly known as Earthasia International Holdings Limited) (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. This circular appears for information purposes only and does not constitute any invitation to subscribe for any securities of the Company in Hong Kong, the United States or elsewhere, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or invitation to subscribe for securities of the Company. The distribution of this circular may be restricted by law in certain jurisdictions and persons into whose possession the information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdictions. Securities referred to in this circular have not been issued, registered in accordance with any securities laws and regulations or allowed to be offered to public or to circulate in Hong Kong, the United States, or elsewhere. No representation is made that any such securities will be issued or so registered or allowed to be offered to the public or circulated in Hong Kong, the United States or elsewhere. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or an exemption from registration under the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about the issuer and its management, as well as financial statements. GRAPHEX GROUP LIMITED 烯石電動汽車新材料控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 6128) PROPOSED ISSUE OF CONVERTIBLE NOTES AND WARRANTS UNDER SPECIFIC MANDATE AND NOTICE OF EXTRAORDINARY GENERAL MEETING Financial Adviser to the Company Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed “Definitions” in this circular. A notice convening the EGM to be held at 11/F, COFCO Tower, 262 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 21 July 2021 at 11:00 a.m. is set out on pages 58 to 60 of this circular. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk. Whether or not you are able to attend the EGM, you are requested to complete and sign the enclosed proxy form in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending, and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked. 30 June 2021 CONTENTS PRECAUTIONARY MEASURES FOR THE EGM .............................. 1 DEFINITIONS .......................................................... 2 LETTER FROM THE BOARD ............................................. 10 APPENDIX I — GENERAL INFORMATION ............................... 53 NOTICE OF EGM ....................................................... 58 −i− PRECAUTIONARY MEASURES FOR THE EGM In view of the ongoing COVID-19 pandemic and in accordance with the recent guidelines for prevention and control of its spread, the Company will implement the following precautionary measures at the EGM to protect the Shareholders, staff and other stakeholders who attend the EGM from the risk of infection: (i) compulsory body temperature checks will be conducted on all persons attending the EGM. Any person with a body temperature of 37 degrees Celsius or above or who has any flulike symptoms, or is otherwise apparently unwell will not be admitted to the EGM venue; (ii) all attendees must wear face masks at all times inside the EGM venue and maintain a safe distance between seats. Any person who does not comply with this requirement will be required to leave the EGM venue; (iii) seating at the EGM venue will be arranged in a manner to allow for appropriate social distancing. As a result, there may be limited capacity for Shareholders to attend the EGM. The Company may limit the number of attendees at the EGM as may be necessary to avoid over-crowding; (iv) no refreshment or drinks will be served at the EGM; and (v) no guest will be allowed to enter the EGM venue if he/she is wearing quarantine wristband issued by the Government of Hong Kong. Any person who does not comply with above requirements may be denied entry into the EGM venue or be required to leave the EGM venue. To the extent permitted under law, the Company reserves the right to deny entry into the EGM venue or require any person to leave the EGM venue in order to ensure the safety of other attendees at the EGM. In our case, denied entry to the EGM venue also means that person will not be allowed to attend the EGM. The Shareholders may choose to vote by filling in and submitting the relevant proxy form of the EGM, and appoint the chairman of the meeting as a proxy to vote on the relevant resolution at the EGM as instructed in accordance with the relevant proxy form instead of attending the EGM in person. For details, please refer to the proxy form of the EGM. The Company will keep monitoring the evolving COVID-19 situation and may implement additional measures which, if any, will be announced closer to the date of the EGM. −1− DEFINITIONS In this circular, unless the context requires otherwise, the following terms and expressions shall have the following meanings: “Adjusted Conversion Price” HK$0.57 per Conversion Shares, being the benchmarked price of the Shares under Rule 13.36(2) of the Listing Rules as of the date of the Subscription Agreement, subject to adjustment “Announcements” the announcements of the Company dated 19 January 2021, 28 January 2021, 29 January 2021, 1 February 2021, 1 March 2021, 5 March 2021, 15 March 2021, 12 April 2021, 26 April 2021, 10 May 2021, 24 May 2021, 27 May 2021 and 7 June 2021 with respect to the Subscription “associates” has the meaning ascribed to it in the Listing Rules “Board” the board of Directors of the Company from time to time “Business Day” a day (other than a Saturday or Sunday) on which commercial banks are open for business in Hong Kong “Charged Company” Think High Global Limited, an indirect wholly-owned subsidiary of the Company established under the laws of the British Virgin Islands, which indirectly holds 100% of the equity interests of the PRC Graphene HoldCo and the PRC Graphene NewCo “Chargor” Happy Growth Group Limited, a wholly-owned subsidiary of the Company incorporated under the laws of the British Virgin Islands “Closing(s)” each and any of the First Note Closing, Other Initial Note Closings, the Initial Warrant Closing and the Subsequent Closings “Closing Date” each and any of the First Note Closing Date, the Other Initial Note Closing Dates, the Initial Warrant Closing Date and the Subsequent Closing Dates “Closing Notice” a written notice by either the Company or the Subscriber to the other party on or before the Long Stop Date to request a Closing (other than the First Note Closing and the Initial Warrant Closing) specifying the amount of the Closing and the Closing Date which shall be not less than 5 Business Days or more than 10 Business Days from the date of the notice unless otherwise agreed by the parties in writing −2− DEFINITIONS “Conditions Precedent” the conditions precedent to the Closings pursuant to the Subscription Agreement “connected person” has the same meaning ascribed to it under the Listing Rules “Convertible Notes” collectively, the First Note, the Other Initial Notes and the Subsequent Notes “Conversion Period” the period commencing at any time from the issue date of the Convertible Notes up to the close of business in Hong Kong on the date falling one Business Day prior to the Maturity Date (both dates inclusive) “Conversion Price” the initial conversion price of the Convertible Notes of HK$0.65 per Conversion Share, subject to adjustment in accordance with the terms and conditions of the Convertible Notes “Conversion Rights” the rights attached to the Convertible Notes to convert the whole or part of the principal amount of the Convertible Notes into Conversion Shares
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