Graphex Group Limited — Capital/Financing Update 2019

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 for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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Earthasia International Holdings Limited 泛亞環境國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6128)

COMPLETION OF MAJOR TRANSCTION RELATING TO THE ACQUISITION OF ENTIRE ISSUED SHARE CAPITAL OF THINK HIGH GLOBAL LIMITED

Reference is made to the announcements of the Company dated 31 January 2018 and 24 October 2018 and the circular (the “ Circular ”) of the Company dated 20 December 2018 relating to the acquisition of the entire issued share capital of Think High Global Limited. Capitalised terms used herein shall have the same meaning as those defined in the Circular unless the context requires otherwise.

COMPLETION OF THE ACQUISITION AND THE ISSUE OF CONSIDERATION SHARES UNDER THE SPECIFIC MANDATE

The Board is pleased to announce that all conditions precedent under the Agreement have been fulfilled and the Completion took place on 7 August 2019. Upon Completion, the Target Company will become an indirect wholly-owned subsidiary of the Company, and accordingly the Target Group will be consolidated into the Group’s financial statements.

At Completion, the Company allotted and issued the Consideration Shares, being 48,000,000 new Shares under the Specific Mandate in accordance with the terms of the Agreement. The cash portion of Consideration has been paid and the Promissory Note has been issued by the Company to the Vendor at Completion.

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EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below for illustrative purposes is the shareholding structure of the Company (i) immediately before allotment of issue of Consideration Shares; and (ii) immediately after the allotment and issue of the Consideration Shares:

Notes:

1. Mr. Chan Yick Yan Andross (“ Mr. Chan ”) holds 4,204,000 Shares by himself and 94,006,887 Shares through CYY Holdings Limited, a company incorporated in the British Virgin Islands. Mr. Chan is the beneficial owner of the entire issued capital of CYY Holdings Limited.

2. Mr. Lau Hing Tak Patrick (“ Mr. Lau ”) holds 5,008,000 Shares by himself and 46,003,444 Shares through LSBJ Holdings Limited, a company incorporated in the British Virgin Islands. Mr. Lau is the beneficial owner of the entire issued capital of LSBJ Holdings Limited. Besides, Mr. Lau’s wife, Ms. Keung Wai Fong Tracy, also holds 1,980,000 Shares. Under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), Mr. Lau, being the spouse of Ms. Keung, is deemed to be interested in all the shares that Ms. Keung is interested in, and vice versa.

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1. Mr. Gao Xin holds 20,996,000 Shares by himself and 27,000,000 Shares through Profit King Investment Development Limited, a company incorporated in the British Virgin Islands. The issued share of Profit King Investment Development Limited is wholly owned by Mr. Gao Xin.

By Order of the Board Earthasia International Holdings Limited Lau Hing Tat Patrick Chairman

Hong Kong, 7 August 2019

As at the date of this announcement, the executive Directors are Mr. Lau Hing Tat Patrick, Mr. Chan Yick Yan Andross, Mr. Tian Ming, Mr. Yang Liu and Mr. Qiu Bin; the non-executive Director is Mr. Ma Lida; and the independent non-executive Directors are Ms. Tam Ip Fong Sin, Mr. Wong Wang Tai and Mr. Wang Yuncai.

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