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 the announcement (the “Announcement”) regarding the grant of Awards of an aggregate 10,128,072 common shares to 12 grantees under the Company’s Share Award Scheme, which Awards vest 12 months after the grant of the Awards and are subject to the general clawback mechanism previously disclosed in the appendix to the the circular of the Company (the “Circular”) dated 12 January 2023 in relation to the 2023 Share Award Scheme (the “Share Award Scheme”). We are furnishing the Announcement as Exhibit 99.1 of this Form 6-K, which is incorporated herein by reference. The furnishing of the Announcements in this Report should not be interpreted that the Company deems the number of shares issued by the Company under the Awards is material.

| 1 |

| --- |

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: December 14, 2023

| 2 |

| --- |

EXHIBITINDEX

Exhibit<br> No.	Exhibit
99.1	Announcement by the Company Published in Hong Kong dated 14 December 2023 Regarding Grant of Share Awards (English Translation)

| 3 |

| --- |

Exhibit99.1

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 purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe forany securities of the Company.

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 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 theissuer 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)

GRANTOF SHARE AWARDS

References are made to the share award scheme (the “Share Award Scheme”) adopted by Graphex Group Limited (the “Company”, together with its subsidiaries, the “Group”) on 6 February 2023 and the circular of the Company (the “Circular”) dated 12 January 2023 in relation to the 2023 Share Award Scheme (the “Share Award Scheme”) and authorising the board of directors (the “Directors”) of the Company (the “Board”) to grant Awards under the Share Award Scheme and to allot and issue, procure the transfer of and otherwise deal with the Award Shares in connection with the Share Award Scheme. Capitalized terms used herein shall have the same meanings as those defined in the Circular unless otherwise stated.

| - 1 - |

| --- |

GRANT OF SHARE AWARDS

This announcement is made by the Company pursuant to Rule 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

The Board hereby announces that, on 14 December 2023 (the “Date of Grant”), based on the recommendation of the remuneration committee of the Company, the Board resolved to grant a total of 10,128,072 Awarded Shares, to 12 share award grantees (the “Grantee(s)”) who are all employees of the Group, pursuant to the Share Award Scheme at nil consideration, subject to the acceptances by the Grantees.

Details of the Awarded Shares are as follows:

Date<br> of Grant	:	14<br> December 2023
Number<br> of Shares granted	:	10,128,072
Number<br> of Grantees	:	12
Vesting<br> conditions	:	The<br> Grantees shall remain in continuous employment with the Group from the Date of Grant until the vesting date
Vesting<br> Date	:	All<br> 10,128,072 Awarded Shares, granted to the Grantee shall be vested on such Grantees on the expiry of 12 months from the Date of Grant
Performance<br> target	:	There<br> is no performance target attached to the Awarded Shares. The number of the Awarded Shares is determined based on the Grantees’<br> position, years of service, performance and future long-term contribution to the Group
Clawback<br> mechanism	:	The<br> Awarded Shares granted to the Grantees are subject to the general clawback mechanism as set out in the Appendix to the Circular

| - 2 - |

| --- |

The 10,128,072 Awarded Shares granted to the Grantees represent approximately 1.13% of the issued share capital of the Company as at the date of this announcement. The 10,128,072 Awarded Shares represent the value of approximately HK$3.8 million, taking into account of the closing price of HK$0.38 per Share as stated in the daily quotation sheets issued by the Stock Exchange on the Date of Grant.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Grantees is a third party independent of the Company and its connected persons.

REASONS FOR AND BENEFIT OF THE GRANT OF THE AWARDED SHARES

The objectives of the Share Award Scheme are (i) to attract talents, suitable personnel and entities that are Eligible Participants who will accept Awarded Shares as part of their remuneration, compensation or payment packages for the development and growth of the businesses of the Group and Related Entities; (ii) to award certain Selected Participants with Awarded Shares for accepting their appointments, employments or engagement by the Group and Related Entities; (iii) to recognise the contributions by certain Selected Participants and to provide them with incentives in order to retain them for the continual operation, development and growth of the Group and Related Entities; and (iv) to improve or create sense of connection and/or loyalty of certain Selected Participants to the Group and Related Entities.

The purpose of the grant of the Awarded Shares to the Grantees, comprising the employees of the Group, is to (i) recognise their contributions to the development and growth of the businesses of the Group and to provide them with incentives in order to retain them for the continual operation, development and growth of the Group; (ii) to improve their sense of connection and loyalty to the Group; and (iii) to award certain of the Grantees for staying on with the Group by accepting and/or continuing their appointments, employments and/or engagement by the Group.

The Board is of the view that the grants of the Awarded Shares to the Grantees and the respective terms and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole.

| - 3 - |

| --- |

NUMBER OF SHARES AVAILABLE FOR FUTURE GRANT

Subsequent to the grant of Awarded Shares, the number of Awarded Shares available for future grant pursuant to the Scheme Mandate and the Service Provider Sublimit both becomes nil.

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

Hong Kong, 14 December 2023

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, Mr. Tang Zhaodong and Mr. Chan Anthony Kaikwong.

| - 4 - |

| --- |