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 March, 2025

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”) and its American Depositary Shares listed on the NYSE American. The Company held an extraordinary general meeting (“EGM”) on 24 March, 2025. The notice for this meeting, including the matters submitted to the holders of the ordinary shares, was previously disclosed.

Under the Rules Governing the Listing of Securities on the HKSE (“Listing Rules”), the Company was required to publish an announcement (the “Announcement”) regarding the EGM of the Company that included the votes cast for and against each of the ordinary resolutions and other information regarding the EGM. There were three proposed ordinary resolutions at the EGM, as described below.

As at the date of the EGM, the total number of issued shares of the Company was 1,173,806,762, which was the total number of shares of the Company entitling the holders to attend and vote or for against resolution 1. and on resolution 2., each described below, that were proposed at the EGM. As described in the Announcement, the total number of Shares entitling the Independent Shareholders to attend and vote for or against the ordinary resolution 3. at the EGM was 1,018,620,431 Shares, representing approximately 86.78% of the total issued ordinary shares.

All of the proposed resolutions were duly passed by the shareholders by way of poll at the EGM.

	ORDINARY<br> RESOLUTIONS	Number of Votes (Approximate %)
		For	Against
1.	To approve the<br> proposed Share Consolidation as set out in the Notice of EGM.	288,265,531<br> <br>(95.80%)	12,643,030<br> <br>(4.20%)
2.	To approve the proposed Increase<br> in Authorised Share Capital as set out in the Notice of EGM.	283,631,931<br> <br>(94.26%)	17,276,630<br> <br>(5.74%)
3.	To approve the proposed Rights<br> Issue, the Placing Agreement and the transactions contemplated thereunder as set out in the Notice of EGM.	134,618,120<br> <br>(86.12%)	21,700,110<br> <br>(13.88%)

The full text of each of these resolutions was disclosed previously. The actions at the EGM will adjust the outstanding share options of the Company’s 2014 Share Option plan, the 2023 Share Award plan, and its outstanding warrants as described in the Announcement.

We are furnishing such Announcement as Exhibit 99.1 of this Form 6-K, which is 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<br> GROUP LIMITED
By:	/s/ Andross Chan
	Andross<br> Chan
	Chief<br> Executive Officer

Date: March 24, 2025

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EXHIBITINDEX

Exhibit<br> No.	Exhibit
99.1	Announcement Regarding the Poll Results Of The Extraordinary General Meeting of the Company held March 24, 2025 (English translation)

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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 purpose only and does not constitute an invitation or offer to Shareholders or any other personsto acquire, purchase or subscribe for any securities of the Company in Hong Kong, the United States or elsewhere, nor shall it (or anypart of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or invitation to subscribefor securities, and is provided for information only. The distribution of this announcement may be restricted by law in certain jurisdictionsand 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 toin this announcement have not been issued, registered in accordance with any securities laws and regulations or allowed to be offeredto public or to circulate in Hong Kong, the United States, or elsewhere. No representation is made that any such securities will be issuedor so registered or allowed to be offered to the public or circulated in Hong Kong, the United States or elsewhere. Securities may notbe offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “SecuritiesAct”), or an exemption from registration under the Securities Act. Any public offering of securities to be made in the United Stateswill be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about the issuerand 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)

(Stockcode: 6128)

(I)POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING

HELD ON 24 MARCH 2025; (II) ADJUSTMENT TO THE OUTSTANDING

SHAREOPTIONS UNDER THE 2014 SHARE OPTION SCHEME;

(III)ADJUSTMENT TO THE NUMBER OF SHARES SUBJECT TO

THE 2023 SHARE AWARD SCHEME; (IV) ADJUSTMENT TO THE

OUTSTANDINGCONVERTIBLE NOTES; AND

(V)ADJUSTMENT TO THE OUTSTANDING WARRANTS

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The Board is pleased to announce that at the EGM, all proposed resolutions as set out in the Notice were duly passed by the Shareholders by way of poll.

Reference is made to the circular (the “Circular”) of Graphex Group Limited (the “Company”) dated 24 March 2025 incorporating the notice (the “Notice”) of the extraordinary general meeting (the “EGM”). Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

RESULTS OF THE EGM

At the EGM held on 24 March 2025, all proposed resolutions as set out in the Notice were taken by poll. The Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, was appointed as the scrutineer at the EGM for the purpose of vote-taking.

As at the EGM date, the total number of issued Shares of the Company was 1,173,806,762 Shares, which was the total number of Shares entitling the Shareholders to attend and vote for or against the resolutions nos. 1 and 2 at the EGM. As Mr. Chan Yick Yan Andross, an executive Director and the Chief Executive Officer of the Company, holds 4,894,000 Shares by himself and 93,716,887 Shares through CYY Holdings Limited, a company wholly owned by him, representing 8.40% of the total issued Shares; Mr. Lau Hing Tat, Patrick, the chairman and an executive Director of the Company, holds 9,892,000 Shares by himself and 46,003,444 Shares through LSBJ Holdings Limited, a company wholly owned by him, representing 4.76% of the total issued Shares and Mr. Qiu Bin, an executive Director of the Company, holds 680,000 Shares by himself representing 0.06% of the total issued Shares. Therefore, Mr. Chan Yick Yan Andross, Mr. Lau Hing Tat Patrick and Mr. Qiu Bin and their respective associates has abstained from voting in favour of the Rights Issue in accordance with Rule 7.27A(1) of the Listing Rules at the EGM. Save as above, to the best of the knowledge, information and belief of the Board, no other Shareholder has a material interest in the Rights Issue, the Placing Agreement and the transactions contemplated thereunder and is required to abstain from voting on the resolution(s) to approve the Rights Issue, the Placing Agreement and the transactions contemplated thereunder at the EGM. Therefore, the total number of Shares entitling the Independent Shareholders to attend and vote for or against the ordinary resolution 3. at the EGM was 1,018,620,431 Shares, representing approximately 86.78% of the total issued Shares.

The executive Directors of the Company, Mr. Lau Hing Tat Patrick and Mr. Chan Yick Yan Andross; and independent non-executive Director of the Company, Mr. Liu Kwong Sang by electronic means attended the EGM.

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The Board is pleased to announce that all the proposed resolutions were duly passed by the Shareholders by way of poll at the EGM. The poll results in respect of each of the resolutions were as follows:

	ORDINARY<br> RESOLUTIONS	Number of Votes (Approximate %)
		For	Against
1.	To approve the<br> proposed Share Consolidation as set out in the Notice of EGM.	288,265,531<br> <br>(95.80%)	12,643,030<br> <br>(4.20%)
2.	To approve the proposed Increase<br> in Authorised Share Capital as set out in the Notice of EGM.	283,631,931<br> <br>(94.26%)	17,276,630<br> <br>(5.74%)
3.	To approve the proposed Rights<br> Issue, the Placing Agreement and the transactions contemplated thereunder as set out in the Notice of EGM.	134,618,120<br> <br>(86.12%)	21,700,110<br> <br>(13.88%)

The full text of all the proposed resolutions were set out in the EGM Notice.

As more than 50% of the votes were cast in favour of each of the resolutions numbered 1 to 3, all such resolutions were duly passed as ordinary resolutions of the Company.

ADJUSTMENT TO THE OUTSTANDING SHARE OPTIONS UNDER THE 2014 SHARE OPTION SCHEME

As at the date of this announcement, there are Outstanding Share Options for subscription of an aggregate of 9,677,692 Shares at an exercise price of HK$0.65 per Share under the 2014 Share Option Scheme. Immediately upon the Share Consolidation becoming effective, the adjusted number of Shares issuable on the exercise in full of the Outstanding Share Options will become 1,935,538 at an adjusted exercise price of HK$3.25 per Share.

ADJUSTMENT TO THE NUMBER OF SHARES SUBJECT TO THE 2023 SHARE AWARD SCHEME

As at the date of this announcement, the number of Shares that may be issued in respect of the share awards granted under the 2023 Share Award Scheme is 14,628,072 Shares. Immediately upon the Share Consolidation becoming effective, the adjusted number of Shares Awards will become 2,925,614.

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ADJUSTMENT TO THE OUTSTANDING CONVERTIBLE NOTES

As at the date of this announcement, the Company has 5,842,307 outstanding convertible notes with aggregate principal value of US$490,000 (“Outstanding Convertible Notes”), which is equivalent to approximately HK$3,797,500 at the fixed exchange rate of HK$7.75:US$1 at a conversion price of HK$0.65 per conversion Share. Below is the adjustment and other relevant information in respect of the Outstanding Convertible Notes.

	Outstanding						Immediately<br> upon <br> the effectiveness of the <br> Share Consolidation
	principal<br> amount		Before<br> adjustment				Adjusted		Adjusted<br> number
Issue<br> date	as<br> at the date of this announcement		Conversion<br> <br>price <br>per Share		Number <br> <br>of conversion Shares		conversion<br> <br>price <br>per Share		of<br><br> <br><br> <br>conversion<br><br> <br>Shares
24 August 2021	US$	290,000	HK$	0.65		3,457,692	HK$	3.25		691,538
10 January 2022	US$	200,000	HK$	0.65		2,384,615	HK$	3.25		476,923

ADJUSTMENT TO THE OUTSTANDING WARRANTS

As at the date of this announcement, the Company has 89,423,076 warrants outstanding (“Outstanding Warrants”). Each warrant entitles the registered holder the rights to subscribe one Share at the exercise price of HK$0.65 per Share. Below is the adjustment and other relevant information in respect of the Outstanding Warrants.

	Outstanding						Immediately<br> upon <br> the effectiveness of the <br> Share Consolidation
	principal<br> amount		Before<br> adjustment				Adjusted		Adjusted<br> number
Issue<br> date	as<br> at the date of this announcement		Conversion<br> <br>price <br>per Share		Number <br>of warrant shares		exercise<br> <br>price <br>per Share		warrant<br>of<br> <br>Shares
10 September<br> 2021	US$	4,045,000	HK$	0.65		48,228,846	HK$	3.25		9,645,769
10 January 2022	US$	3,455,000	HK$	0.65		41,194,230	HK$	3.25		8,238,846

The Independent Financial Adviser has certified the adjustment to the adjusted number of Shares issuable on the exercise in full and the adjusted exercise piece per Share of the Outstanding Options, the adjust number of Shares Awards, the conversion price and number of conversion Shares of the Convertible Notes, and the adjusted exercise price per Share and adjusted number of warrant shares referred to in this announcement.

Save for the abovementioned adjustments, all other terms and conditions of the 2014 Share Option Scheme, 2023 Share Award Scheme, the Outstanding Convertible Notes and the Outstanding Warrants have remained unchanged.

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

Hong Kong, 24 March 2025

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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