[Announcement and Company Information](index=1&type=section&id=Announcement%20and%20Company%20Information) This section covers disclaimers, legal notices, and the company's basic information regarding the unaudited interim financial results [Disclaimer and Legal Notice](index=1&type=section&id=Disclaimer%20and%20Legal%20Notice) This announcement is for illustrative purposes only, does not constitute a securities subscription invitation, and the HKEX bears no responsibility for its content - This announcement is for illustrative purposes only and does not constitute an invitation to subscribe for any securities[2](index=2&type=chunk) - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness, and expressly disclaim any liability whatsoever[1](index=1&type=chunk) - The securities mentioned in this announcement have not been and will not be offered or sold to the public in Hong Kong, the United States, or any other jurisdiction under any securities laws and regulations[2](index=2&type=chunk) [Company Information and Announcement Scope](index=1&type=section&id=Company%20Information%20and%20Announcement%20Scope) This announcement by Graphex Group Limited presents its unaudited interim consolidated financial results for the six months ended June 30, 2025, reviewed by the Audit Committee - The company name is GRAPHEX GROUP LIMITED (烯石電動汽車新材料控股有限公司), stock code: **6128**[3](index=3&type=chunk) - This announcement presents the unaudited interim consolidated financial results for the six months ended June 30, 2025, including comparative figures for the same period in 2024[4](index=4&type=chunk) - This announcement has been reviewed by the Company's Audit Committee and complies with the requirements of the Listing Rules of the Stock Exchange of Hong Kong regarding information to be included in preliminary announcements of interim results[4](index=4&type=chunk) [Financial Highlights](index=2&type=section&id=Financial%20Highlights) This section provides an overview of key financial metrics, including revenue, adjusted segment EBITDA, and net loss, along with explanations of non-IFRS measures [Overview of Key Financial Indicators](index=2&type=section&id=Overview%20of%20Key%20Financial%20Indicators) For the six months ended June 30, 2025, total revenue decreased by 18% to HK$76,835 thousand, while adjusted segment EBITDA significantly increased by 103% to HK$9,525 thousand Key Financial Data for the Six Months Ended June 30, 2025 | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 76,835 | 93,742 | (18)% | | Graphene Products Revenue | 48,389 | 61,489 | (21)% | | Landscape Design Revenue | 28,446 | 32,253 | (12)% | | Adjusted Segment EBITDA | 9,525 | 4,682 | 103% | | Loss Before Tax | (28,016) | (57,303) | (51)% | | Loss Attributable to Owners of the Company | (24,631) | (54,096) | (55)% | | Basic Loss Per Share (HK cents) | (6.23) | (16.83) | (63)% | Key Balance Sheet Data as of June 30, 2025 | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 891,292 | 809,348 | 10% | | Net Assets | 379,310 | 280,360 | 35% | | Shareholders' Equity | 379,270 | 280,359 | 35% | | Cash and Bank Balances | 11,242 | 15,547 | (28)% | | Debt | 222,023 | 235,980 | (6)% | [Explanation of Non-IFRS Financial Measures](index=2&type=section&id=Explanation%20of%20Non-IFRS%20Financial%20Measures) The company uses adjusted segment EBITDA as a supplementary non-IFRS measure to evaluate operating performance, excluding non-recurring or non-operating items for clearer insights - Adjusted segment EBITDA is a non-IFRS financial measure used to assess operating performance[5](index=5&type=chunk) - This indicator is defined as profit before interest expense, tax, depreciation, and amortization, excluding changes in fair value of financial assets, goodwill write-offs, impairment losses, share of loss of associates, loss on derecognition of bills payable, unallocated other income and gains, and corporate expenses[6](index=6&type=chunk) - Management believes this indicator provides useful information for investors to understand and evaluate the company's overall operating performance and compare it with peer companies[5](index=5&type=chunk) [Unaudited Interim Condensed Consolidated Financial Statements](index=3&type=section&id=Unaudited%20Interim%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited interim condensed consolidated financial statements, including the income statement, statement of comprehensive income, and statement of financial position [Condensed Consolidated Statement of Profit or Loss](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, revenue was HK$76,835 thousand, gross profit was HK$27,789 thousand, and the loss for the period significantly narrowed to HK$24,592 thousand Summary of Condensed Consolidated Statement of Profit or Loss | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 76,835 | 93,742 | | Cost of Sales | (49,046) | (63,375) | | Gross Profit | 27,789 | 30,367 | | Other Income and Gains | 3,017 | 6,934 | | Administrative Expenses | (49,975) | (67,270) | | Research and Development Costs | (2,554) | (7,760) | | Loss Before Tax | (28,016) | (57,303) | | Loss for the Period | (24,592) | (54,046) | | Loss Attributable to Owners of the Company | (24,631) | (54,096) | | Basic Loss Per Share (HK cents) | (6.23) | (16.83) | [Condensed Consolidated Statement of Comprehensive Income](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the loss for the period was HK$24,592 thousand, with other comprehensive income from foreign currency translation differences narrowing the total comprehensive loss to HK$17,089 thousand Summary of Condensed Consolidated Statement of Comprehensive Income | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Loss for the Period | (24,592) | (54,046) | | Exchange Differences on Translation of Foreign Operations | 7,503 | (3,706) | | Other Comprehensive Income for the Period, Net of Tax | 7,503 | (3,706) | | Total Comprehensive Loss for the Period | (17,089) | (57,752) | | Total Comprehensive Loss Attributable to Owners of the Company | (17,128) | (57,802) | [Condensed Consolidated Statement of Financial Position](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total assets increased by 10% to HK$891,292 thousand, with net assets growing significantly by 35% to HK$379,310 thousand, despite a net current liability of HK$43,274 thousand Summary of Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Total Non-Current Assets | 540,684 | 546,951 | | Total Current Assets | 350,608 | 262,397 | | Total Current Liabilities | 393,882 | 367,013 | | Net Current Liabilities | (43,274) | (104,616) | | Total Assets Less Current Liabilities | 497,410 | 442,335 | | Total Non-Current Liabilities | 118,100 | 161,975 | | Net Assets | 379,310 | 280,360 | | Total Equity | 379,310 | 280,360 | [Notes to the Unaudited Interim Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Unaudited%20Interim%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes on the company and group information, basis of preparation, accounting policy changes, and specific financial statement items [Company and Group Information](index=7&type=section&id=Company%20and%20Group%20Information) Graphex Group Limited, incorporated in the Cayman Islands, primarily engages in graphene product development for EV lithium-ion batteries and landscape design services - The company was incorporated in the Cayman Islands on **November 25, 2013**[11](index=11&type=chunk) - The Group's principal activities include the development and processing of graphene products (graphite anode materials for lithium-ion batteries used in electric vehicles, energy storage systems, and other applications) and landscape design services[11](index=11&type=chunk) [Basis of Preparation and Going Concern](index=7&type=section&id=Basis%20of%20Preparation%20and%20Going%20Concern) Interim financial statements are prepared under IAS 34 in HKD; despite losses and net current liabilities, the Board believes the Group can continue as a going concern due to various liquidity measures - The interim condensed consolidated financial statements are prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" and presented in HKD[12](index=12&type=chunk) - The Group recorded a loss attributable to owners of the Company of **HK$24,631 thousand** for the six months ended June 30, 2025, and net current liabilities of **HK$43,274 thousand** at period-end[14](index=14&type=chunk) - The Board has taken several measures to improve liquidity, including securing a short-term loan of **HK$50,000 thousand**, implementing cost control, discussing new funding with potential investors, and receiving a bank's letter of intent for **RMB400 million** project financing[15](index=15&type=chunk)[18](index=18&type=chunk) [Basis of Preparation](index=7&type=section&id=Basis%20of%20Preparation) The interim condensed consolidated financial statements are prepared in HKD according to IAS 34 and should be read in conjunction with the Group's 2024 annual financial statements - The interim condensed consolidated financial statements are prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting"[12](index=12&type=chunk) - The financial statements are presented in HKD, with all values rounded to the nearest thousand[12](index=12&type=chunk) [Going Concern Basis](index=7&type=section&id=Going%20Concern%20Basis) Despite losses and net current liabilities, the Board, after reviewing cash flow forecasts and implementing measures like short-term loans and potential financing, believes the Group can continue as a going concern - The Group recorded a loss attributable to owners of the Company of **HK$24,631 thousand** and net current liabilities of **HK$43,274 thousand** for the six months ended June 30, 2025[14](index=14&type=chunk) - The Board has secured a short-term loan of **HK$50,000 thousand**, implemented cost control measures, and is discussing new funding with potential investors[15](index=15&type=chunk)[18](index=18&type=chunk) - Graphex (Shandong) New Energy Technology Co Ltd has received a bank's letter of intent to provide **RMB400 million** in bank financing for its project[18](index=18&type=chunk) [Changes in Accounting Policies](index=8&type=section&id=Changes%20in%20Accounting%20Policies) Accounting policies adopted for the interim financial information are consistent with the prior year, with the adoption of new standards effective January 1, 2025, having no significant impact - The accounting policies adopted in preparing the interim condensed consolidated financial information are consistent with those applied in the Group's annual consolidated financial statements for the year ended December 31, 2024[17](index=17&type=chunk) - The adoption of IAS 21 (Amendments) "Lack of Exchangeability" had no significant impact on the preparation and presentation of the results and financial position for the current and prior periods[17](index=17&type=chunk) [Revenue Analysis](index=9&type=section&id=Revenue%20Analysis) For the six months ended June 30, 2025, total revenue was HK$76,835 thousand, with graphene product sales contributing HK$48,389 thousand and landscape design services HK$28,446 thousand, primarily from Mainland China Revenue Analysis (By Type of Goods or Services) | Type of Goods or Services | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Sales of Graphene Products | 48,389 | 61,489 | | Landscape Design Services | 28,446 | 32,253 | | **Total Revenue** | **76,835** | **93,742** | Revenue Analysis (By Geographical Market) | Geographical Market | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Mainland China | 61,930 | 79,587 | | Hong Kong | 14,241 | 12,629 | | Others | 664 | 1,526 | | **Total Revenue** | **76,835** | **93,742** | Timing of Revenue Recognition | Timing of Revenue Recognition | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Goods Transferred at a Point in Time | 48,389 | 61,489 | | Services Transferred Over Time | 28,446 | 32,253 | | **Total Revenue** | **76,835** | **93,742** | [Operating Segment Information](index=9&type=section&id=Operating%20Segment%20Information) The Group operates two segments: graphene products and landscape design, with graphene products contributing HK$48,389 thousand in revenue and HK$10,563 thousand in adjusted EBITDA for the period - The Group's principal operating segments are the processing and sale of graphite and graphene-related products (Graphene Products Segment) and the provision of landscape design services (Landscape Design Segment)[20](index=20&type=chunk) Segment Revenue and Adjusted EBITDA | Segment | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | 2025 Adjusted EBITDA (HK$ thousand) | 2024 Adjusted EBITDA (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Graphene Products | 48,389 | 61,489 | 10,563 | 7,374 | | Landscape Design | 28,446 | 32,253 | (1,038) | (2,692) | | **Total** | **76,835** | **93,742** | **9,525** | **4,682** | [Segment Revenue and Results](index=10&type=section&id=Segment%20Revenue%20and%20Results) For the six months ended June 30, 2025, external sales for the Graphene Products segment were HK$48,389 thousand, and for Landscape Design, HK$28,446 thousand, resulting in a total segment loss of HK$11,123 thousand Segment Revenue and Results (2025) | Segment | Sales to External Customers (HK$ thousand) | Segment Results (HK$ thousand) | | :--- | :--- | :--- | | Graphene Products | 48,389 | (13,886) | | Landscape Design | 28,446 | 2,763 | | **Total** | **76,835** | **(11,123)** | [Segment Assets and Liabilities](index=11&type=section&id=Segment%20Assets%20and%20Liabilities) As of June 30, 2025, total segment assets were HK$838,313 thousand, with the Graphene Products segment accounting for HK$736,242 thousand and total segment liabilities amounting to HK$210,824 thousand Segment Assets and Liabilities (June 30, 2025) | Segment | Segment Assets (HK$ thousand) | Segment Liabilities (HK$ thousand) | | :--- | :--- | :--- | | Graphene Products | 736,242 | 120,671 | | Landscape Design | 102,071 | 90,153 | | **Total** | **838,313** | **210,824** | [Other Segment Information](index=12&type=section&id=Other%20Segment%20Information) As of June 30, 2025, the Group recognized a net reversal of impairment loss on financial and contract assets of HK$4,496 thousand, with total depreciation and amortization of HK$24,080 thousand Other Segment Information (June 30, 2025) | Indicator | Graphene Products (HK$ thousand) | Landscape Design (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | | Impairment Loss Recognized in Profit or Loss – Financial and Contract Assets | 1,579 | (6,075) | (4,496) | | Depreciation and Amortization | 22,425 | 1,655 | 24,080 | | Capital Expenditure | – | 49 | 49 | [Other Income and Gains](index=15&type=section&id=Other%20Income%20and%20Gains) For the six months ended June 30, 2025, total other income and gains decreased to HK$3,017 thousand, primarily comprising service income, interest income, government grants, and reversal of payables Analysis of Other Income and Gains | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Service Income | 1,420 | 4,969 | | Interest Income | 682 | 786 | | Government Grants | 431 | 291 | | Reversal of Payables | 277 | – | | **Total** | **3,017** | **6,934** | - Government grants have been received with no unfulfilled conditions or contingencies[30](index=30&type=chunk) [Finance Costs](index=15&type=section&id=Finance%20Costs) For the six months ended June 30, 2025, total finance costs slightly decreased to HK$8,249 thousand, mainly consisting of interest on interest-bearing borrowings, bills payable, and lease liabilities Analysis of Finance Costs | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Interest on Interest-Bearing Borrowings | 4,911 | 4,621 | | Interest on Convertible Notes | 510 | 928 | | Interest on Bills Payable | 2,295 | 2,871 | | Interest on Lease Liabilities | 533 | 558 | | **Total** | **8,249** | **8,978** | [Components of Loss Before Tax](index=16&type=section&id=Components%20of%20Loss%20Before%20Tax) For the six months ended June 30, 2025, the loss before tax was HK$28,016 thousand, influenced by cost of sales, depreciation, R&D costs, employee benefits, and a net reversal of impairment loss on financial assets Major Components of Loss Before Tax | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Cost of Sales | 49,046 | 63,375 | | Amortization and Depreciation | 24,425 | 24,826 | | Research and Development Costs | 2,554 | 7,760 | | Employee Benefit Expenses | 27,356 | 41,289 | | Net Impairment Loss on Financial and Contract Assets | (4,496) | 6,704 | [Income Tax](index=16&type=section&id=Income%20Tax) The Group's income tax varies by jurisdiction, with Hong Kong at 16.5%, certain Mainland China subsidiaries at a preferential 15%, others at 25%, and US subsidiaries at 21%, resulting in a total tax credit of HK$3,424 thousand - Hong Kong profits tax rate is **16.5%**[33](index=33&type=chunk) - Pan Asia Landscape Design (Shanghai) Co Ltd, Qianhai Pan Asia Landscape Design (Shenzhen) Co Ltd, and Heilongjiang Mudanjiang Agricultural Reclamation Tan Ao Graphene Deep Processing Co Ltd enjoy a preferential corporate income tax rate of **15%**[33](index=33&type=chunk)[34](index=34&type=chunk) - Other Mainland China subsidiaries are taxed at the statutory corporate income tax rate of **25%**, and Graphex Technologies, LLC in the US is taxed at **21%**[34](index=34&type=chunk)[35](index=35&type=chunk) Total Tax Credit for the Period | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Deferred Tax | (3,424) | (3,257) | | **Total Tax Credit for the Period** | **(3,424)** | **(3,257)** | [Dividends](index=17&type=section&id=Dividends) The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025[37](index=37&type=chunk) [Loss Per Share Attributable to Owners of the Company](index=17&type=section&id=Loss%20Per%20Share%20Attributable%20to%20Owners%20of%20the%20Company) For the six months ended June 30, 2025, basic loss per share attributable to owners of the Company significantly narrowed to **6.23 HK cents**, calculated based on the period's loss and adjusted weighted average shares Loss Per Share Attributable to Owners of the Company | Indicator | 2025 (HK cents) | 2024 (HK cents) | | :--- | :--- | :--- | | Basic Loss Per Share | (6.23) | (16.83) | - Basic loss per share is calculated based on the loss attributable to owners of the Company of **HK$24,631 thousand** and the weighted average number of ordinary shares in issue of **395,606,713** during the period[38](index=38&type=chunk) - The weighted average number of ordinary shares used in the calculation of basic loss per share has been adjusted for the bonus element of the share consolidation and rights issue, and comparative figures have been restated[39](index=39&type=chunk) [Trade and Bills Receivables](index=18&type=section&id=Trade%20and%20Bills%20Receivables) As of June 30, 2025, net trade and bills receivables decreased to HK$105,678 thousand, with the Group providing credit terms of 2 to 6 months and maintaining a strict credit policy Trade and Bills Receivables | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade and Bills Receivables | 202,606 | 276,606 | | Impairment Provision | (96,928) | (94,545) | | **Net Amount** | **105,678** | **182,061** | - The Group's credit period is two months, extendable up to six months for key customers, with credit limits in place[40](index=40&type=chunk) Ageing Analysis of Trade and Bills Receivables | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 6 Months | 39,388 | 71,681 | | Over 6 Months but Within 1 Year | 45,596 | 41,076 | | Over 1 Year but Within 2 Years | 20,694 | 69,304 | | **Total** | **105,678** | **182,061** | [Trade Payables](index=19&type=section&id=Trade%20Payables) As of June 30, 2025, total trade payables decreased to HK$31,405 thousand, are interest-free, and typically settled within three months Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 1 Year | 29,280 | 49,364 | | Over 1 Year but Within 2 Years | 50 | 55 | | Over 2 Years but Within 3 Years | 19 | 19 | | Over 3 Years | 2,056 | 2,024 | | **Total** | **31,405** | **51,462** | - Trade payables are interest-free and normally settled within three months[42](index=42&type=chunk) [Share Capital](index=19&type=section&id=Share%20Capital) As of June 30, 2025, the company's issued and fully paid ordinary share capital was HK$46,949 thousand, reflecting changes from a 5-to-1 share consolidation and a rights issue that raised approximately HK$115.7 million Issued and Fully Paid Share Capital | Share Capital Type | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Ordinary Shares | 46,949 | 11,738 | | Preference Shares | 3,236 | 3,236 | - The company completed a share consolidation on **March 26, 2025**, consolidating every five shares of HK$0.01 par value into one consolidated share of HK$0.05 par value[46](index=46&type=chunk) - The company completed a rights issue on **May 21, 2025**, allotting and issuing **704,226,370** shares on the basis of three rights shares for every one existing share held, raising net proceeds of approximately **HK$115.7 million**[46](index=46&type=chunk) [Warrants](index=21&type=section&id=Warrants) As of June 30, 2025, the company had **341,911,763** outstanding warrants, exercisable at **HK$0.17** per ordinary share, with their quantity and exercise price adjusted due to share consolidation and rights issue - As of June 30, 2025, the company had **341,911,763** outstanding warrants[47](index=47&type=chunk) - Each warrant entitles the holder to subscribe for one ordinary share of the company at an exercise price of **HK$0.17** per ordinary share[47](index=47&type=chunk) - The number and exercise price of the warrants have been adjusted due to the share consolidation and rights issue[47](index=47&type=chunk) [Events After Reporting Period and Comparative Figures](index=21&type=section&id=Events%20After%20Reporting%20Period%20and%20Comparative%20Figures) No significant events affecting the Group occurred after June 30, 2025, and certain comparative figures have been restated for consistent presentation - No significant events affecting the Group occurred after the six months ended June 30, 2025[48](index=48&type=chunk) - Certain comparative figures have been restated to conform to the presentation for the current period[49](index=49&type=chunk) [Events After Reporting Period](index=21&type=section&id=Events%20After%20Reporting%20Period) No significant events affecting the Group have occurred after the six months ended June 30, 2025, other than those disclosed in this interim report - Save as disclosed in this interim report, no significant events affecting the Group have occurred after the six months ended June 30, 2025[48](index=48&type=chunk) [Comparative Figures](index=21&type=section&id=Comparative%20Figures) Certain comparative information has been restated to ensure consistency with the presentation requirements for the current period - Certain comparative figures have been restated to conform to the presentation for the current period[49](index=49&type=chunk) [Approval of Financial Statements](index=21&type=section&id=Approval%20of%20Financial%20Statements) The Board of Directors approved and authorized the publication of these interim financial statements on August 28, 2025 - The Board of Directors approved and authorized the publication of the financial statements on **August 28, 2025**[50](index=50&type=chunk) [Management Discussion and Analysis](index=22&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a comprehensive review of the Group's business and financial performance, liquidity, capital commitments, and future outlook [Business Review](index=22&type=section&id=Business%20Review) For the six months ended June 30, 2025, graphene product revenue decreased due to competition, while landscape design revenue declined due to the slowdown in China's real estate market - Graphene Products segment revenue decreased by **21.3%** year-on-year to approximately **HK$48.4 million**, accounting for **63%** of total revenue, primarily due to intense competition leading to price reductions[51](index=51&type=chunk) - The Graphene Products segment's adjusted EBITDA increased by **43.2%** year-on-year to approximately **HK$10.6 million**, mainly attributable to effective cost control measures[51](index=51&type=chunk) - Landscape Design Services segment revenue decreased by approximately **11.8%** to approximately **HK$28.4 million**, primarily due to the slowdown in China's real estate development market[53](index=53&type=chunk) - The total value of new contracts for the landscape design business decreased by approximately **37.6%** to approximately **HK$29.7 million**, with the number of new contracts falling from **57** to **43**[55](index=55&type=chunk) [Graphene Products Business](index=22&type=section&id=Graphene%20Products%20Business) Graphene product revenue decreased by 21.3% to HK$48.4 million, but adjusted EBITDA grew by 43.2% to HK$10.6 million due to cost control, with the company securing new patents for silicon-carbon anode materials - Graphene Products segment revenue decreased by **21.3%** to approximately **HK$48.4 million**, while adjusted EBITDA increased by **43.2%** to approximately **HK$10.6 million**[51](index=51&type=chunk) - Total production was approximately **5,000 tonnes** of spherical graphite, with all products manufactured and sold in China[51](index=51&type=chunk) - The company has obtained **three new patents** and filed **one new patent application** related to innovative processing technology and manufacturing of silicon-carbon anode materials[52](index=52&type=chunk) [Landscape Design Business](index=22&type=section&id=Landscape%20Design%20Business) Landscape design revenue decreased by 11.8% to HK$28.4 million due to the slowing Chinese real estate market, with new contracts totaling HK$29.7 million, a 37.6% reduction - Landscape Design Services segment revenue decreased by approximately **11.8%** to approximately **HK$28.4 million**, primarily due to the slowdown in China's real estate development market[53](index=53&type=chunk) - For the six months ended June 30, 2025, the total value of new contracts decreased to approximately **HK$29.7 million**, a reduction of approximately **37.6%** compared to the same period last year[55](index=55&type=chunk) - Approximately **71.4%** of new contracts were for projects located in China, and approximately **28.6%** were for projects located in Hong Kong[54](index=54&type=chunk) [Financial Review](index=23&type=section&id=Financial%20Review) Total revenue decreased by 18% to HK$76.8 million, but gross profit margin improved to 36%, and administrative expenses significantly reduced, leading to a 55% narrower loss attributable to owners of the company - Total revenue decreased by **18%** year-on-year to approximately **HK$76.8 million**, primarily due to unfavorable market and economic conditions[56](index=56&type=chunk) - Cost of sales decreased by **22.7%** to approximately **HK$49 million**, largely consistent with the decrease in revenue[57](index=57&type=chunk) - Gross profit margin increased from approximately **32%** in the prior period to approximately **36%**, primarily due to an increase in the gross profit margin of the Graphene Products segment[58](index=58&type=chunk) - Administrative expenses decreased by **25.7%** to approximately **HK$50 million**, primarily due to a reduction in share-based payment expenses of approximately **HK$11.6 million** and a decrease in overall salaries of approximately **HK$6.1 million**[60](index=60&type=chunk) - A reversal of impairment loss on financial and contract assets of approximately **HK$4.5 million** was recognized, a **167.2%** improvement compared to an impairment loss of approximately **HK$6.7 million** in the prior period, mainly due to the recovery of an other receivable of approximately **HK$5.7 million**[61](index=61&type=chunk) - Loss attributable to owners of the Company was approximately **HK$24.6 million**, a significant reduction from **HK$54.1 million** in the prior period[62](index=62&type=chunk) [Revenue](index=23&type=section&id=Revenue) Total revenue for the first half of 2025 decreased by 18% to HK$76.8 million, with both graphene products and landscape design segments experiencing declines due to adverse market conditions - The Group's total revenue decreased to approximately **HK$76.8 million**, a year-on-year reduction of approximately **18%**[56](index=56&type=chunk) - Revenue from the Graphene Products segment decreased by approximately **21.3%** to approximately **HK$48.4 million**, and revenue from the Landscape Design segment decreased by approximately **11.8%** to approximately **HK$28.4 million**[56](index=56&type=chunk) [Cost of Sales](index=23&type=section&id=Cost%20of%20Sales) For the six months ended June 30, 2025, the cost of sales decreased by 22.7% to approximately HK$49 million, consistent with the reduction in revenue from both operating segments - Cost of sales decreased to approximately **HK$49 million**, a reduction of approximately **22.7%** compared to the prior period[57](index=57&type=chunk) - The decrease in cost of sales was broadly consistent with the reduction in revenue from both the Graphene Products segment and the Landscape Design segment[57](index=57&type=chunk) [Gross Profit and Gross Profit Margin](index=24&type=section&id=Gross%20Profit%20and%20Gross%20Profit%20Margin) Gross profit decreased by 8.3% to HK$27.8 million, but the gross profit margin improved from 32% to 36%, primarily driven by an increased margin in the graphene segment - Gross profit decreased to approximately **HK$27.8 million**, a reduction of approximately **8.3%** compared to the prior period[58](index=58&type=chunk) - Gross profit margin increased from approximately **32%** in the prior period to approximately **36%**, primarily due to an increase in the gross profit margin of the Graphene Products segment[58](index=58&type=chunk) [Selling and Marketing Expenses](index=24&type=section&id=Selling%20and%20Marketing%20Expenses) Selling and marketing expenses decreased by 41.7% to approximately HK$0.7 million, mainly attributable to the reduction in revenue from the graphene segment - Selling and marketing expenses decreased to approximately **HK$0.7 million**, a reduction of approximately **41.7%** compared to the prior period[59](index=59&type=chunk) - This decrease was primarily due to the reduction in revenue from the Graphene Products segment[59](index=59&type=chunk) [Administrative Expenses](index=24&type=section&id=Administrative%20Expenses) Administrative expenses decreased by 25.7% to approximately HK$50 million, mainly due to a reduction in share-based payment expenses and overall salaries - Administrative expenses decreased to approximately **HK$50 million**, a reduction of approximately **25.7%** compared to the prior period[60](index=60&type=chunk) - The decrease was primarily influenced by a reduction in share-based payment expenses of approximately **HK$11.6 million** and a decrease in the Group's overall salaries of approximately **HK$6.1 million**[60](index=60&type=chunk) [Impairment Loss on Financial and Contract Assets](index=24&type=section&id=Impairment%20Loss%20on%20Financial%20and%20Contract%20Assets) The Group recognized a reversal of impairment loss of approximately HK$4.5 million on trade receivables, contract assets, and other receivables, a significant improvement from the prior period's impairment loss - The Group recognized a reversal of impairment loss on trade receivables, contract assets, and other receivables of approximately **HK$4.5 million**[61](index=61&type=chunk) - This reversal of impairment loss represents a **167.2%** reduction compared to an impairment loss of approximately **HK$6.7 million** in the prior period[61](index=61&type=chunk) - The reduction was primarily due to the Group's recovery of an other receivable of approximately **HK$5.7 million** during the period[61](index=61&type=chunk) [Net Loss](index=24&type=section&id=Net%20Loss) For the six months ended June 30, 2025, the loss attributable to owners of the Company significantly narrowed to approximately HK$24.6 million, reflecting the combined benefits of cost control and impairment reversals - Loss attributable to owners of the Company was approximately **HK$24.6 million**, compared to approximately **HK$54.1 million** in the prior period[62](index=62&type=chunk) [Liquidity, Financial Resources, and Gearing Ratio](index=25&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20and%20Gearing%20Ratio) As of June 30, 2025, the Group's current ratio improved to 0.89x, cash and bank balances were HK$11.2 million, and the gearing ratio significantly decreased to 58.5% due to the rights issue Liquidity and Gearing Ratio | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current Assets | 350,608 | 262,397 | | Current Liabilities | 393,882 | 367,013 | | Current Ratio | 0.89x | 0.71x | | Cash and Bank Balances | 11,242 | 15,547 | | Gearing Ratio | 58.5% | 84.2% | - The current ratio was approximately **0.89x**, an improvement from **0.71x** as of December 31, 2024, primarily due to the completion of the rights issue during the period[64](index=64&type=chunk) - The gearing ratio was approximately **58.5%**, a significant decrease from **84.2%** as of December 31, 2024[64](index=64&type=chunk) - The capital structure primarily comprises issued ordinary shares, preference shares, and debt securities, with outstanding corporate bonds of approximately **HK$110.1 million**, bills payable of approximately **HK$39.2 million**, and convertible notes of approximately **HK$3.8 million** at period-end[65](index=65&type=chunk) [Contingent Liabilities](index=25&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities, though interests in a wholly-owned subsidiary were pledged as security for convertible notes and warrants - As of June 30, 2025, the Group had no significant contingent liabilities[66](index=66&type=chunk) - The interests in Sky Global Limited, an indirect wholly-owned subsidiary of the company, were pledged to Jeffrey Abramovitz as beneficiary, related to his subscription of the company's convertible notes and warrants, with a total principal amount of **US$15,000,000**[67](index=67&type=chunk) [Capital Commitments](index=26&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group had contracted capital commitments of HK$35,032 thousand for property, plant, and equipment, with significant planned investments in graphite deep processing facilities in Jixi and Nanshu Capital Commitments | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Contracted but Not Provided For Property, Plant and Equipment | 35,032 | 5,637 | - The company plans to establish a graphite deep processing production facility within the Jixi (Mashan) Graphite Industrial Park, with an estimated total investment of not less than **RMB200 million** for the first phase[69](index=69&type=chunk) - The Nanshu Town graphite anode material project (Phase I) has been delayed due to insufficient local power supply, with an estimated total investment of approximately **RMB1 billion**[70](index=70&type=chunk) - The second phase of the Nanshu Town graphite deep processing project has an estimated investment of **RMB2 billion**, primarily for the production and processing of lithium battery anode materials, with no formal agreements entered into to date[70](index=70&type=chunk) [Foreign Currency Risk](index=28&type=section&id=Foreign%20Currency%20Risk) Operating primarily in Hong Kong and China with transactions mostly in HKD and RMB, the Group has not identified significant foreign currency risk and monitors its position closely - The Group primarily operates and invests in Hong Kong and China, with most transactions denominated and settled in HKD and RMB[71](index=71&type=chunk) - No significant foreign currency risk has been identified for financial assets in China, as their denominated currency is substantially the same as the functional currency of the relevant Group entities involved in the transactions[71](index=71&type=chunk) - The Board will closely monitor foreign currency positions and consider managing foreign currency risk through non-financial means, managing foreign currencies used for transactions, early and delayed payments, and receivables management, among other natural hedging techniques[71](index=71&type=chunk) [Share Consolidation and Rights Issue](index=28&type=section&id=Share%20Consolidation%20and%20Rights%20Issue) During the six months ended June 30, 2025, the company completed a 5-to-1 share consolidation and a rights issue, resulting in changes to its authorized share capital and the issuance of **704,226,370** new shares - The company undertook a share consolidation, whereby every five issued and unissued shares of **HK$0.01** par value were consolidated into one consolidated share of **HK$0.05** par value[72](index=72&type=chunk) - The company conducted a rights issue on the basis of three rights shares for every one consolidated share held, at a subscription price of **HK$0.170** per rights share[72](index=72&type=chunk) - The share consolidation became effective on **March 26, 2025**, changing the company's authorized share capital to **HK$90,000,000**. On **May 22, 2025**, the company allotted and issued **704,226,370** shares under the rights issue[73](index=73&type=chunk)[74](index=74&type=chunk) [Human Resources and Employee Remuneration](index=28&type=section&id=Human%20Resources%20and%20Employee%20Remuneration) As of June 30, 2025, the Group had **219** employees, offering competitive remuneration, comprehensive benefits, and share schemes to attract and retain talent - As of June 30, 2025, the Group had **219** employees[75](index=75&type=chunk) - Employee remuneration is determined based on job nature, market trends, and individual performance, with benefits including Mandatory Provident Fund, employee retirement schemes, social security contributions, medical coverage, insurance, and training and development programs[75](index=75&type=chunk) - The Group has a range of company and subsidiary-level share schemes to reward employee contributions and attract talent[76](index=76&type=chunk) [Significant Investments and Future Plans](index=29&type=section&id=Significant%20Investments%20and%20Future%20Plans) Apart from disclosed capital commitments, there were no other significant investments, acquisitions, or disposals of subsidiaries during the review period, and no further major investment plans are currently authorized - Save as disclosed in this interim report, there were no other significant investments held, nor any significant acquisitions or disposals of subsidiaries during the review period[77](index=77&type=chunk) - As of the date of this interim report, the Board has not authorized any plans for other significant investments or additions to capital assets[77](index=77&type=chunk) [Outlook](index=29&type=section&id=Outlook) Despite slower electrification in the West, global battery demand is rising, and the company remains committed to producing high-quality anode materials, exploring growth paths, and seeking new investment opportunities - Despite slower electrification progress in Western countries, demand for batteries has significantly increased in other parts of the world[78](index=78&type=chunk) - The Group will continue to focus on producing the highest quality battery anode materials and implement expansion plans as appropriate[78](index=78&type=chunk) - The company is exploring additional growth avenues, seeking new investment opportunities to improve its financial position, and closely monitoring market trends and strategic partnerships to maintain ongoing resilience and adaptability[78](index=78&type=chunk) [Corporate Governance and Other Information](index=29&type=section&id=Corporate%20Governance%20and%20Other%20Information) This section details the company's commitment to high corporate governance standards, compliance with the Model Code, and information regarding the Audit Committee and interim results review [Corporate Governance Practices](index=29&type=section&id=Corporate%20Governance%20Practices) The company is committed to high corporate governance standards, and the Board confirms compliance with the applicable code provisions of the Corporate Governance Code for the reporting period ended June 30, 2025 - The company is committed to achieving high standards of corporate governance to safeguard shareholders' interests and enhance corporate value and accountability[79](index=79&type=chunk) - The Directors confirm that the company has complied with the applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules for the reporting period ended June 30, 2025[79](index=79&type=chunk) [Standard Code for Directors' Securities Transactions](index=30&type=section&id=Standard%20Code%20for%20Directors'%20Securities%20Transactions) The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers, and all directors confirmed compliance for the six months ended June 30, 2025 - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules as its code of conduct for directors' securities transactions[80](index=80&type=chunk) - All Directors confirmed their compliance with the required standards set out in the Model Code for the six months ended June 30, 2025[80](index=80&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=30&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the six months ended June 30, 2025 - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the six months ended June 30, 2025[81](index=81&type=chunk) [Audit Committee](index=30&type=section&id=Audit%20Committee) The company's Audit Committee, comprising three independent non-executive directors with Mr. Liao Kwong Sang as chairman, reviews and oversees the Group's financial reporting and internal control procedures - The company has established an Audit Committee in accordance with Rule 3.21 of the Listing Rules and the Corporate Governance Code[82](index=82&type=chunk) - The Audit Committee is responsible for reviewing and overseeing the Group's financial reporting process and internal control procedures[82](index=82&type=chunk) - The Audit Committee comprises three independent non-executive directors: Mr. Liao Kwong Sang (Chairman), Ms. Tam Yip Fung Sin, and Mr. Wong Wan Choi[82](index=82&type=chunk) [Review of Interim Results](index=30&type=section&id=Review%20of%20Interim%20Results) The unaudited interim results for the six months ended June 30, 2025, were reviewed by the Audit Committee, which deemed them prepared in compliance with applicable accounting standards and Listing Rules - The Group's interim results for the six months ended June 30, 2025, have not been reviewed by external auditors[83](index=83&type=chunk) - The interim results have been reviewed by the company's Audit Committee, which is of the opinion that their preparation complies with applicable accounting standards and requirements, as well as the Listing Rules, and that adequate disclosures have been made[83](index=83&type=chunk) [Interim Dividend](index=30&type=section&id=Interim%20Dividend) The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025[84](index=84&type=chunk) [Publication of Interim Results Announcement and Interim Report](index=31&type=section&id=Publication%20of%20Interim%20Results%20Announcement%20and%20Interim%20Report) This announcement is published on the HKEX and company websites, and the interim report for the six months ended June 30, 2025, will be available on these websites in due course - This announcement is published on the HKEX website www.hkexnews.hk and the company's website www.graphexgroup.com[85](index=85&type=chunk) - The interim report for the six months ended June 30, 2025, will be available on the aforementioned websites in due course[85](index=85&type=chunk) [Board of Directors](index=31&type=section&id=Board%20of%20Directors) As of August 28, 2025, the Board comprises three executive directors, one non-executive director, and three independent non-executive directors - As of August 28, 2025, the executive directors are Mr. Liu Hing Tat, Mr. Chan Yik Yan, and Mr. Qiu Bin[86](index=86&type=chunk) - The non-executive director is Mr. Ma Li Da[86](index=86&type=chunk) - The independent non-executive directors are Ms. Tam Yip Fung Sin, Mr. Wong Wan Choi, and Mr. Liao Kwong Sang[86](index=86&type=chunk)

Group 1 - The company, Xinshi Electric Vehicle New Materials (06128), announced the issuance and allocation of 2.3256 million new shares under its share award plan on August 19, 2025 [1]

格隆汇8月19日丨烯石电车新材料(06128.HK)公布，根据股份奖励计划于2025年8月19日发行及配发 232.56万股新股。 ...

FF305 翌日披露報表 (股份發行人 ── 已發行股份或庫存股份變動、股份購回及/或在場内出售庫存股份) 表格類別： 股票 狀態： 新提交 公司名稱： 烯石電動汽車新材料控股有限公司 (於開曼群島註冊成立的有限公司) 呈交日期： 2025年8月19日 如上市發行人的已發行股份或庫存股份出現變動而須根據《香港聯合交易所有限公司（「香港聯交所」）證券上市規則》(「《主板上市規則》」)第13.25A條 / 《香港聯合交易所有限公司GEM證券 上市規則》(「《GEM上市規則》」)第17.27A條作出披露，必須填妥第一章節 。 | 第一章節 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 | | 是 | | | 證券代號 (如上市) | 06128 | 說明 | | | | | | | | A. 已發行股份或庫存股份變動 | | | | | | | | | | | | | 已發行股份（不包括庫存股份）變動 | | 庫存股份變動 | | ...

Group 1 - The core point of the article is that Wu Wencup has reduced his stake in Xinshi Electric Vehicle Materials (06128) by selling 46 million shares at a price of HKD 0.196 per share, totaling HKD 9.016 million [1] - After the transaction, Wu Wencup's remaining shareholding is 47.5 million shares, representing a 5.06% ownership in the company [1] - The transaction also involves other related parties, specifically Shen Taoyu [1]

致：香港交易及結算所有限公司 公司名稱: 烯石電動汽車新材料控股有限公司 (於開曼群島註冊成立的有限公司) 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 06128 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 1,800,000,000 | HKD | | 0.05 | HKD | | 90,000,000 | | 增加 / 減少 (-) | | | 0 | | | | HKD | | 0 | | 本月底結存 | | | 1,800,000,000 | HKD | | 0.05 | HKD | | 90,000,000 | | 2. 股份分類 | 優先股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | ...

Hong Kong, May 15, 2025 (GLOBE NEWSWIRE) -- Graphex Group Limited (“Graphex Group” or the “Company”) (HKSE: 6128)) announced today that the NYSE American LLC (the “New York Exchange”) has issued a delisting letter for its American Depositary Shares (ADSs) and suspended trading with the symbol “GRFX” as of May 14, 2025. As previously reported, the Company is not in compliance with Sections 134 and 1101 of the NYSE American Company Guide (“Company Guide”) since it failed to timely file with the Securities and ...

Financial Performance - Revenue for the year ended December 31, 2024, was HKD 187,850,000, a decrease of 36% compared to HKD 291,929,000 in 2023[4] - Adjusted segment EBITDA for graphene products was HKD 17,734,000, down 54% from HKD 38,319,000 in the previous year[4] - The company reported a pre-tax loss of HKD 119,168,000, which is a 4% increase from a loss of HKD 114,281,000 in 2023[4] - Total assets decreased by 4% to HKD 809,348,000 from HKD 847,343,000 in 2023[4] - Cash and bank balances fell by 43% to HKD 15,547,000 compared to HKD 27,190,000 in the previous year[4] - The net asset value decreased by 24% to HKD 280,360,000 from HKD 369,638,000 in 2023[4] - The graphene products segment reported a revenue decline of 39% year-on-year to approximately HKD 118.0 million, accounting for 63% of the group's total revenue[24] - The total revenue of the group decreased to approximately HKD 187.9 million, a 36% decrease compared to HKD 291.9 million for the year ended December 31, 2023[31] - The adjusted EBITDA for the graphene products segment fell by 54% to approximately HKD 17.7 million[24] - The landscape design segment contributed approximately HKD 69.9 million in revenue, representing a 28% decrease from approximately HKD 97.0 million[28] - The group experienced a 24% increase in impairment losses on financial and contract assets, rising to approximately HKD 27.7 million from HKD 22.3 million[35] - The group reported a net loss attributable to equity holders of approximately HKD 111.4 million for the year ended December 31, 2024, compared to a loss of HKD 113.2 million in the previous year[41] Strategic Plans and Market Position - The company plans to focus on enhancing resilience and strategic deployment in 2025 despite ongoing challenges[14] - Expansion plans in China faced unexpected delays due to logistics and administrative issues, affecting the timeline for new anode material production facilities[14] - The company sees potential value in its role within the U.S. battery materials supply chain due to export restrictions on graphite and graphene products[14] - The company anticipates new revenue sources from government incentives in renewable energy, electric vehicles, drones, and robotics[14] - The group plans to continue increasing its graphene product capacity despite geopolitical tensions affecting global expansion strategies[24] - The company plans to invest at least RMB 200 million in the first phase of a graphite deep processing project, aiming for an annual production of 20,000 tons of high-purity spherical graphite[47] - The estimated total investment for the first phase of the lithium-ion battery anode material project in Laixi City is approximately RMB 1 billion[48] - A comprehensive five-year plan has been established focusing on capacity expansion, R&D enhancement, and innovative battery systems[60] - The company anticipates strong demand for lithium-ion batteries driven by the global shift towards electrification, particularly in electric vehicles and renewable energy storage[60] Governance and Compliance - The company has adopted a dividend policy since January 8, 2019, allowing shareholders to share in profits while retaining sufficient reserves for future development[96] - The board will continue to review the dividend policy and reserves the right to update, amend, and modify the policy at any time[99] - The company emphasizes the importance of board diversity to enhance performance quality, considering various measurable aspects such as gender, age, ethnicity, knowledge, and tenure[101] - The board currently consists of eight members, including three executive directors, one non-executive director, and four independent non-executive directors[112] - The company has five independent non-executive directors, which is at least one-third of the board members[112] - The board is responsible for developing the company's strategy, overseeing operations and financial performance, and ensuring effective governance and risk management systems[113] - The nomination committee reviews the board's composition annually to ensure diversity and effectiveness[103] - The company adopted a nomination policy on December 31, 2018, to ensure a balanced and suitable skill set on the board[105] - Independent non-executive directors have confirmed their compliance with independence standards as per listing rules[112] - The board has established mechanisms to ensure independent opinions and perspectives are available to all directors[116] - The company has a mechanism for indemnifying directors and senior officers against costs and liabilities incurred in the execution of their duties[116] - The nomination committee evaluates potential candidates based on integrity, commitment, and diversity factors[108] - The board is responsible for preparing financial statements that fairly reflect the company's affairs and performance[115] - The board plans to hold at least four regular meetings annually, with a total of eight meetings scheduled for 2024[118] - The company encourages continuous professional development for directors to enhance their knowledge and skills[124] - The company’s compliance with legal regulations and corporate governance policies is regularly reviewed[121] - Directors are required to retire and seek re-election at least every three years, ensuring board refreshment[122] - The company has established specific committees, including the Audit, Remuneration, and Nomination Committees, to enhance governance[126] - The company’s governance report includes a commitment to maintaining effective internal controls and risk management systems[127] Risk Management - The company has established a risk management system that includes risk identification, assessment, and management to mitigate potential impacts on business objectives[134] - Major risks identified include market risk due to a slowdown in China's real estate development, which could affect demand for design services[136] - Credit risk is a concern, particularly regarding accounts receivable management, with measures in place to address overdue payments[136] - The company has implemented a comprehensive IT security policy to mitigate risks associated with network security threats, which are increasingly relevant to its operations[138] - The company is committed to monitoring and managing significant risks that could adversely affect its performance and strategic execution[135] - The board reviews the effectiveness of the risk management and internal control systems annually, concluding that these systems are effective and adequate, providing reasonable assurance against significant errors or losses[141] - The internal audit function operates independently and evaluates the risk management and internal control systems through interviews, process tracking, and operational efficiency testing[142] Shareholder Communication and Equity - The company encourages effective communication with shareholders and stakeholders, providing detailed information through annual reports and interim reports[147] - The company has a dedicated company secretary who has complied with the relevant professional training requirements under the listing rules[143] - The company has a total equity of 98,610,887 shares, representing approximately 8.4% of the issued share capital[70] - The company has a total equity of 680,000 shares, representing approximately 0.06% of the issued share capital[73] - The company has outstanding bonds of approximately HKD 113.8 million and issued bills of approximately HKD 61.7 million as of December 31, 2024[44] - The company issued 2,400,000 and 43,689,383 ordinary shares on May 8, 2024, and June 28, 2024, respectively, to offset liabilities totaling HKD 5,890,600[51] - The company completed a placement of 185,480,000 shares at a price of HKD 0.066 per share, raising approximately HKD 11.97 million[54] - The intended use of the net proceeds includes repaying loans of HKD 11,865 million and general working capital of HKD 105 million, totaling HKD 11,970 million[54] - A rights issue will be conducted at a subscription price of HKD 0.170 per share, aiming to raise approximately HKD 119.7 million by issuing 704,284,056 shares[58] Employee and Share Incentive Plans - The company has approximately 232 employees as of December 31, 2024, with compensation based on job nature, market trends, and individual performance[50] - The company has adopted a new share incentive plan effective from February 6, 2023, after terminating the existing share option and incentive plans[195] - The total number of share options available for issuance under the share option plan is 1,935,538 shares, which is approximately 0.82% of the issued shares as of the report date[191] - The company has 9,677,692 share options that are unexercised as of December 31, 2024, which represents about 1.00% of the weighted average number of shares issued and outstanding[191] - A total of 35,231,235 shares were granted to three employees and eight service providers, representing approximately 4.53% of the company's issued shares as of June 12, 2023[196] - The fair value of the shares granted on June 12, 2023, was estimated at HKD 0.455 per share, based on the closing price of HKD 0.425 per share on the grant date[196] - On July 24, 2023, a total of 22,990,000 shares were granted to three directors and thirteen employees, representing about 2.94% of the company's issued shares[198] - The fair value of the shares granted on July 24, 2023, was estimated at HKD 0.46 per share, based on the closing price of HKD 0.47 per share on the grant date[198] - A total of 10,128,072 shares were granted to twelve employees on December 14, 2023, representing approximately 1.13% of the company's issued shares[198] - The fair value of the shares granted on December 14, 2023, was estimated at HKD 0.38 per share, based on the closing price of HKD 0.375 per share on the grant date[198] - The total number of shares granted under the 2023 Share Incentive Plan is capped at 68,349,307 shares, which is 10% of the company's issued shares as of the plan adoption date[197] - The maximum allocation for each participant is limited to 1% of the company's issued share capital[197] - The shares granted under the 2023 Share Incentive Plan do not have performance targets but are subject to general clawback provisions[199] - The plan is effective for ten years from February 6, 2023[197]

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 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 GRFX NYSE American LLC FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SEC ...