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 June 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 Company considering a possible spin-off and separate listing of the shares of Graphex Technologies, LLC. We are furnishing such Announcement as Exhibit 99.1 of this Form 6-K and we are furnishing a press release related to such announcement as Exhibit 99.2 of this Form 6-K, each 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 LIMTED
By:	/s/ Andross Chan
	Andross<br> Chan
	Chief<br> Executive Officer

Date: June 20, 2023

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EXHIBITINDEX

Exhibit<br> No.	Exhibit
99.1	Announcement by the Company Published in Hong Kong dated 20 June 2023 (English Translation)
99.2	Press release by the Company dated 20 June 2023

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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 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)

VOLUNTARYANNOUNCEMENT

POSSIBLESPIN-OFF GRAPHEX TECHNOLOGIIES, LLC

This announcement is made by the board of directors (the “Board”) of Graphex Group Limited (the “Company”) on a voluntary basis.

The Board is pleased to announce that the Company is considering a possible spin-off and separate listing of the shares of Graphex Technologies, LLC (“Graphex Technologies”), an indirect wholly-owned subsidiary of the Company, in the United States of America (“USA”) market (the “Possible Spin-off”) and the Company has engaged the services of New York City-based investment bank and financial advisory firm, Maxim Group LLC to provide financial advisory services in relation to the Possible Spin-off.

Graphex Technologies is a limited liability company incorporated in Delaware, USA and is engaged in mid-stream processing of natural graphite, specializing in the production of high-quality anode materials for use in Lithium-ion (Li-ion) batteries that are widely utilized in electric vehicles, consumer electronics, and renewable energy storage systems, in the North America.

As at the date of this announcement, the Possible Spin-off is at a preliminary stage and no application for the Possible Spin-off has been made and no final decision has been made as to how and when to proceed with the Possible Spin-off.

If the Possible Spin-off is proceeded with, it will be achieved by way of a spin-off in compliance with Practice Note 15 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and it may constitute notifiable transaction(s) of the Company under Chapter 14 of the Listing Rules. The Company will comply with the Listing Rules and make further announcements in connection with the Possible Spin-off as and when appropriate or required under the Listing Rules.

Asof the date of this announcement, the Possible Spin-off is at a preliminary stage. Shareholders of the Company and potential investorsshould note that the implementation of the Possible Spin-off is subject to, amongst other things, market conditions and approvals fromthe relevant regulatory authorities. There is no assurance when the Possible Spin-off will take place, or if it will take place at all.Accordingly, shareholders of the Company and potential investors are reminded to exercise caution when dealing in the securities of theCompany. Any person who is in doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professionaladviser(s).

By Order of the Board

GraphexGroup Limited

LauHing Tat Patrick

Chairman

Hong Kong, 20 June 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.

Exhibit99.2

GraphexGroup Retains Maxim Group to Explore U.S. Spinoff of its Graphex Technologies Business

Theinternational technology company moves to accelerate its growth strategy to domesticate North American graphite supply via a standaloneUS company.

RoyalOak, Michigan — June 20, 2023 — Graphex Group Limited, together with its wholly owned US subsidiary, Graphex Technologies, LLC (“Graphex” or the “Company”) (NYSE American: GRFX | HKSE: 6128), a multinational technology company focused on the development of technologies and products to enhance renewable energy, is pleased to announce that it has engaged the services of New York City-based investment bank and financial advisory firm, Maxim Group LLC (“Maxim”). Maxim will provide financial advisory services in relation to the potential spinoff of Graphex Technologies, LLC. The terms and conditions of any spinoff will be determined after analysis by Maxim.

Graphex is a global leader in mid-stream processing of natural graphite, specializing in the production of high-quality anode materials for use in Lithium-ion (Li-ion) batteries that are widely utilized in electric vehicles and renewable energy storage systems.

“We are very pleased to retain the team of experienced professionals at Maxim to advise us in this process,” commented John DeMaio, Graphex’s President and CEO of Graphex Technologies. “With the EV industry in North America moving purposefully to establish domestic supply chains for critical minerals such as graphite for Li-ion EV batteries, we believe that a spin-off of a standalone US entity may help to accelerate the growth and development of our global graphene business by facilitating access to additional investors, incentives, and other financing sources and by providing clarity to our industry partners and customers. We believe that a spin-off may also help us to unlock the underlying value of Graphex Technologies in the U.S. securities market, particularly with respect to the institutions, funds, and investors who are most interested in investing in businesses and companies that are domiciled in the U.S. We look forward to working with Maxim and sharing our vision with potential investors in this unique opportunity.”

Our goal in spinning off Graphex Technologies, is to create an independent U.S. entity focused on the rapidly growing market for Li-ion battery materials. We believe that allowing each business to concentrate on its core competencies and capitalize on specific market opportunities may enhance shareholder value.

AboutMaxim Group LLC

Founded in 2002, Maxim is a leading full-service investment bank, securities and wealth management firm headquartered in mid-town Manhattan providing a comprehensive array of financial services including investment banking, global institutional sales, equity research, fixed income and derivative sales & trading, merchant capital, private wealth management, and prime brokerage services to a diverse range of corporate clients, institutional investors and high-net-worth individuals. Maxim is a registered broker-dealer with the U.S. Securities and Exchange Commission and the Municipal Securities Rulemaking Board (MSRB).

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 30,000 tpa within the next 12 months. Graphex intends to further expand existing operations to 55,000 tpa over the next three years. 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.

ForwardLooking Statements

All statements contained in this presentation 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 that we believe may affect our financial condition, results of operations, business strategy and financial needs. 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. Information from third sources identified in this release is based on published reports for such information and we have assumed the accuracy of such reports without independent investigation or inquiry. This communication 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.

Corporate:

Graphex Group

info@graphexgroup.com

www.graphexgroup.com

InvestorRelations:

RedChip Companies, Inc.

Dave Gentry

1-800-733-2447

grfx@redchip.com

PublicRelations:

FischTank PR

Graphex@fischtankpr.com