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 November 2024

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 the announcement (the “Announcement”) that is attached as an exhibit to this Report. The Announcement provides a voluntary business update to provide shareholders of the Company and potential investors with information on recent business development of the Company.

The summary of the Announcement described above is not complete and subject to the terms and provisions set forth in the Announcement that is provided as Exhibit 99.1 to this Report, which are incorporated herein by reference (and the description herein is qualified in their entirety by reference to such document). The Company has also adopted a press release that will be made promptly after the filing of this Report in the form provided as Exhibit 99.2 to this Report. The information in this Report is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to purchase any securities of Graphex Group Limited, including but not limited to its American Depositary Shares.

Forward Looking Statements

All statements contained in the Announcement other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the safe harbor in Section 27A and 21E of the Securities Act of 1933 and the Securities Exchange act of 1934, respectively. You can identify some of these forward looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely,” “potential,” “continue” or other similar expressions. We have based these forward looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short term and long-term business operations and objectives, and financial needs. These forward looking statements involve various risks and uncertainties and there can be no assurance that the forward looking statements will be achieved.

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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: November 18, 2024

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EXHIBITINDEX

Exhibit<br> No.	Exhibit
99.1	Announcement dated October 18, 2024 by the Company Regarding A Voluntary Business Update (English Translation)
99.2	Form of a Press Release by Graphex Group Limited

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Exhibit 99.1

HongKong 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 arisingfrom or in reliance upon the whole or any part of the contents of this announcement.

Thisannouncement appears for information purposes only and does not constitute any invitation to subscribe for any securities 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 onin connection with, any contract or invitation to subscribe for securities, and is provided for information only. The distribution ofthis announcement may be restricted by law in certain jurisdictions and persons into whose possession the information referred to hereincomes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute aviolation of the laws of any such jurisdictions. Securities referred to in this announcement have not been issued, registered in accordancewith 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 circulatedin Hong Kong, the United States or elsewhere. Securities may not be offered or sold in the United States absent registration under theU.S. Securities Act of 1933, as amended (the “Securities Act”), or an exemption from registration under the SecuritiesAct. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained fromthe 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

(Incorporatedin the Cayman Islands with limited liability)

(Stock code: 6128)

VOLUNTARYANNOUNCEMENT BUSINESS UPDATE

This announcement is made by Graphex Group Limited (the “Company”, together with its subsidiaries, the “Group”) on a voluntary basis to provide shareholders of the Company and potential investors with information on recent business development of the Group.

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The Group has since 2023 participated in various cooperation projects with 萊西市南墅鎮人民政府 (the “Nanshu Town Government”) at Nanshu Town affiliated to Laixi City, Qingdao City, Shandong Province of the People’s Republic of China (the “PRC”) regarding the production and processing of lithium battery anode materials (the “Project”). Recently, the Company and the Nanshu Town Government planned to conduct another cooperation in promoting the second phase of the Project in Nanshu Town to further promote the development of Nanshu Town’s lithium battery new energy industry.

The Board wishes to inform the shareholders and potential investors of the Company that the Company and the Nanshu Town Government (collectively, the “Parties”) have intention of jointly working in the construction of the Phase 2 of graphite deep processing project located in the graphite industry cluster area of Nanshu Town (the “Phase 2 Project”). The estimated investment amount of the Phase 2 Project is RMB2 billion and the Phase 2 Project is mainly engaged in the production and processing of lithium battery anode materials. Being the cooperation partner, Nanshu Town Government shall provide certain preferential policies and favorable business environment to the Group as well as to assist the Group in applying various permits, plans, environmental assessments for the Phase 2 Project. In return, the Group shall make investments to the Phase 2 Project and pay taxes to Nanshu Town Government.

It is also the intention of the Parties that, for the purpose of operating the Phase 2 Project, the Company shall acquire a piece of land with an area of 80 mu (approximately 53,280 m2) located in Nanshu Town (the “Land”) through bidding and auction. It is estimated that the Land can be put out for bidding and auction within 6 months after all relevant plans and approval are ready. The Company estimates the construction of the Phase 2 Project will start within 4 to 6 months after the land auction if the Company successfully acquires the Land.

The construction area of the Phase 2 Project is about 50,000 square meters. It is estimated that after the completion of the Phase 2 Project, subject to the approval of the energy assessment and environmental assessment, it will produce 20,000 tons of natural graphite anode materials and 100 tons of graphene oxide annually, with an annual output value of about RMB1 billion. The Parties will set up a joint working team to jointly work out on those preliminary works before the Land can be put out for bidding and auction. It is further intended that the Parties shall enter into a 南墅鎮人民政府與烯石電動汽車新材料控股有限公司土地合作協定 (the “Land Cooperation Agreement”) to record the Parties’ respective duties in running the Land.

UPDATES ON PHASE 1 OF THE PROJECT

The Company experienced several challenges on Phase 1 of the Project (“Phase 1 Project”). The Company obtained the energy permit for Phase 1 Project in August 2024 and is pending for the approval of the environmental permit. However, the Company was informed by the local power supply authorities that the current power supply was not sufficient for the factory use of Phase 1 Project. The Company has consulted a local power engineering company regarding this issue and is negotiating with the landlord and Nanshu Town Government about possible remedies. In light of this situation, Phase 1 Project implementation will be delayed. The Company intends to resolve this situation by the end of 2024.

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GENERAL

The Board wishes to emphasis that in carrying out and implementing of the Phase 1 Project and Phase 2 Project, further agreement(s) and/or transaction(s) may be required to be entered into by the Group and the Nanshu Town Government and/or other third parties. Further announcement(s) will be made by the Company in relation thereto as and when appropriate in accordance with the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.

Shareholders and investors of the Company are advised to note that this announcement is published as a voluntary announcement to inform the public of the latest business development of the Group. As the Phase 1 Project and Phase 2 Project as well as various transactions under the Project, including but not limited to the Land Cooperation Agreement, will be subject to the approval by the PRC Government which approval may or may not be granted, shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.

By Order<br> of the Board
Graphex Group Limited
Lau Hing Tat Patrick
Chairman

Hong Kong, 18 November 2024

Asat the date of this announcement, the executive Directors are Mr. Lau Hing Tat Patrick, Mr. Chan Yick Yan Andross and Mr. Qiu Bin; thenon-executive Director is Mr. Ma Lida; and the independent non-executive Directors are Ms. Tam Ip Fong Sin, Mr. Wang Yuncai, Mr. LiuKwong Sang and Mr. Tang Zhaodong.

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Exhibit99.2

Updateson Graphex China Expansion Plan

Hong Kong, November 19, 2024. Graphex Group Limited (“Graphex Group” or the “Company”) (NYSE American: GRFX | HKSE: 6128)) wishes to inform the shareholders and potential investors that the Company and Nanshu Town Government have intention of jointly working in the construction of the Phase 2 of graphite deep processing project (“Phase 2 Project”) located in the graphite industry cluster area of Nanshu Town, Laixi City, Qingdao, Shandong, PRC (“Location”). The Phase 2 Project will implement manufacturing facilities that produce 20,000 tonnes of natural graphite anode material used in lithium-ion batteries and 100 tonnes of graphene oxide used as additives in battery systems to enhance conductivities. Phase 2 Project involves an acquisition of a piece of land of around 80 mu (approximately 5.33 hectare) in the Location and the construction of not less than 50,000 sq. meter (approximately 540,000 sq. ft.). Nanshu Town Government has principally agreed that the Company may build its own renewable energy plant for its factory use. The total investment of the Phase 2 Project is estimated to be around US$ 30 million. The land to be acquired by the Company for the Phase 2 Project will be put out for auction within 6 months after all relevant project plans and approvals are ready. The Company estimates the construction of the Phase 2 Project will start within 4 to 6 months after the land auction if the Company successfully acquires the land.

Updateson Phase 1 of the Project (“Phase 1 Project”)

Reference is made to the press releases regarding the Phase 1 Project made by the Company previously. The Company experienced several challenges on Phase 1 Project. The Company obtained the energy permit for Phase 1 Project in August 2024 and is pending for the approval of the environmental permit. However, the Company was informed by the local power supply authorities that the current power supply was not sufficient for the factory use of Phase 1 Project. The Company has consulted a local power engineering company regarding this issue and is negotiating with the landlord and Nanshu Town Government about possible remedies. In light of this situation, Phase 1 Project implementation will be delayed. The Company intends to resolve this situation by the end of 2024. Phase 1 Project was designed to implement manufacturing facilities of 20,000 tonnes of natural graphite anode material for lithium-ion batteries.

To learn more about Graphex Group, please visit www.graphexgroup.com.

AboutGraphex

Graphex is a multinational technology company focused on the development of technologies and products to enhance renewable energy, particularly the refining of natural spherical graphite, synthetic graphite, and graphene-related products - key components in EVs/Lithium-ion batteries as well as in other uses. Graphex has extensive commercial experience in the deep processing of graphite and producing battery grade graphite anode material. Current production is 10,000 tonnes per annum (tpa) with a current expansion underway to increase production to 50,000 tpa within the next 18 months, to 100,000 tpa over the next 36 months, and to 150,000 tpa or more by 2030.

Graphex is currently among the top suppliers of specialized graphite anode material to the EV and renewable energy industries and holds patents in areas including products, production methods, machinery design, and environmental protection. Graphex’s strategy is to expand its operations globally to support energy transition and electrification efforts worldwide.

Forward Looking Statements

All statements contained in this release other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the safe harbor in Section 27A and 21E of the Securities Act of 1933 and the Securities Exchange act of 1934, respectively. You can identify some of these forward looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely,” “potential,” “continue” or other similar expressions. We have based these forward looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short term and long-term business operations and objectives, and financial needs. These forward looking statements involve various risks and uncertainties and there can be no assurance that the forward looking statements will be achieved. The information in this release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to purchase any securities of Graphex Group Limited, including but not limited to its American Depositary Shares.

Contacts

Corporate:

Graphex Group

info@graphexgroup.com