6-K - GRFXF - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2023

CommissionFile Number 001-41471

GraphexGroup Limited

(Translation of registrant’s name into English)

11/FCOFCO Tower 262 Gloucester Road Causeway Bay

HongKong

Tel:+ 852 2559 9438

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒ Form 20-F ☐ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

GraphexGroup Limited.

Form 6-K

TABLE OF CONTENTS

Item	Page
Other Information	1
Signatures	2
Exhibit Index	3

OtherInformation:

Graphex Group Limited (NYSE American: GRFX | HKSE: 6128).

Graphex Group Limited (the “Company” or “we”) is an issuer with its ordinary shares listed on The Stock Exchange of Hong Kong Limited (“HKSE”). Under the Rules Governing the Listing of Securities on the HKSE (“Listing Rules”), we are required to publish an announcement (the “Announcement”) regarding the satisfaction of conditions regarding the previously announced issuance by the Company of additional common shares under its general mandate under the terms of separate subscription agreements described in the previous announcement, and the issuance of such shares of our common stock as summarized in the Announcement. The Announcement is provided as Exhibit 99.1 to this Report and the terms of the Announcement are incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GRAPHEX GROUP LIMTED
	By:	/s/ Andross Chan
		Andross Chan
		Chief Executive Officer
Date:<br>December 11, 2023

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EXHIBITINDEX

Exhibit<br> No.	Exhibit
99.1	Announcement by the Company Published in Hong Kong dated 11 December 2023 (English Translation)

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Exhibit99.1

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 is for information purpose only and does not constitute an invitation or offer to acquire, purchase or 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, and is provided for information only. The distribution of this announcement 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 announcement 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.

(Incorporatedin the Cayman Islands with limited liability)

(Stock Code: 6128)

COMPLETIONOF

ISSUEOF NEW SHARES UNDER GENERAL MANDATE

Reference is made to the announcement of Graphex Group Limited (the “Company”) dated 27 November 2023 (the “Announcement”) in relation to the issue of new shares under general mandate. Unless the context requires otherwise, capitalised terms used in this announcement shall have the same meaning as those defined in the Announcement.

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COMPLETIONOF ISSUE OF NEW SHARES UNDER GENERAL MANDATE

The Board is pleased to announce that the Conditions I set out in the Subscription Agreement I have been fulfilled and Completion I took place on 11 December 2023.

The Board is also pleased to announce that the Conditions II set out in the Subscription Agreement II have been fulfilled and Completion II took place on 11 December 2023.

The Board is also pleased to announce that the Conditions III set out in the Subscription Agreement III have been fulfilled and Completion III took place on 11 December 2023.

A total of 109,400,000 new Shares are allotted and issued under the Subscription I, Subscription II and the Subscription III (collectively, the “Subscriptions”), represent approximately 13.87% of the existing issued share capital of the Company immediately before the Completion I, the Completion II and the Completion III (collectively, the “Completions”) and approximately 12.18% of the issued share capital of the Company as enlarged by the allotment and issue of the 109,400,000 new Shares immediately upon the Completions.

Although the Subscriptions will not generate any proceeds for the Company in terms of cash but they will set off and eliminate the total liabilities in the sum of HK$44,322,000 owing by the Company to the Subscriber I, the Subscriber II and the Subscriber III and improve the overall liquidity of the Company.

EFFECTSON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company (i) immediately before the Completions; and (ii) immediately upon the Completions and as at the date of this announcement is as follows:

Shareholders	Immediately before Completions								Immediately upon Completions and as at the date of this announcement
	Number of Ordinary Shares		**<br><br>Approx.<br> <br>%		Number of Preference<br> <br>Shares		**<br><br>Approx.<br> <br>%		Number of Ordinary Shares		**<br><br>Approx.<br> <br>%		Number of Preference<br> <br>Shares		**<br><br>Approx.<br> <br>%
Chan Yick Yan Andross (Note 1)		97,920,887		12.42		—		—		97,920,887		10.90		—		—
PBLA Limited		75,123,669		9.53		—		—		75,123,669		8.37		—		—
Lau Hing Tat Patrick (Note 2)		55,215,444		7.00		—		—		55,215,444		6.15		—		—
Subscriber I		—		—		323,657,534		100		100,000,000		11.14		323,657,534		100
Subscriber II		—		—		—		—		8,000,000		0.89		—		—
Subscriber III		—		—		—		—		1,400,000		0.15		—		—
Public Ordinary Shareholders		560,314,788		71.05		—		—		560,314,788		62.40		—		—
Total		788,574,788		100		323,657,534		100		897,974,788		100		323,657,534		100

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Notes:

1.	The above percentage figures are subject to rounding adjustments.
2.	Mr. Chan Yick Yan Andross, an Executive Director and the Chief Executive Officer of the Company, holds 4,204,000 Ordinary Shares by himself<br>and 93,716,887 Ordinary Shares through CYY Holdings Limited, a company wholly owned by him.
3.	Mr. Lau Hing Tat, Patrick, the Chairman and an Executive Director of the Company, holds 9,212,000 Ordinary Shares by himself and 46,003,444<br>Ordinary Shares through LSBJ Holdings Limited, a company wholly owned by him.

By order of the Board of

Graphex Group Limited

Lau Hing Tat Patrick

Chairman

Hong Kong, 11 December 2023

As at the date of this announcement, the executive Directors are Mr. Lau Hing Tat Patrick, Mr. Chan Yick Yan Andross 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. Wang Yuncai, Mr. Liu Kwong Sang, Mr. Tang Zhaodong and Mr. Chan Anthony Kaikwong.

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