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 January 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 an announcement (the “Announcement”) regarding the Conversion of Convertible Notes held by a Shashi Doni in the aggregate principal amount of US$50,000. The furnishing of the Announcement in this Report should not be interpreted that the Company deems the number of shares issued by the Company upon the conversion of the convertible note is material.

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<br> GROUP LIMTED
By:	/s/ Andross Chan
	Andross<br> Chan
	Chief<br> Executive Officer

Date: January 30, 2024

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EXHIBITINDEX

Exhibit<br> No.	Exhibit
99.1	Announcement by the Company Published in Hong Kong dated 30 January 2024 (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 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)

CONVERSIONOF CONVERTIBLE NOTES

Reference is made to the announcements of Graphex Group Limited (the “Company”) dated 19 January 2021, 28 January 2021, 29 January 2021, 1 February 2021, 1 March 2021, 15 March 2021, 12 April 2021, 26 April 2021, 10 May 2021, 24 May 2021, 27 May 2021, 7 June 2021, 30 June 2021, 14 July 2021, 21 July 2021, 23 July 2021, 24 August 2021, 10 September 2021, 10 November 2021, 10 January 2022, 16 February 2022, 31 March 2022, 29 September 2022, 26 October 2022, 30 December 2022, 31 March 2023, 12 April 2023, 20 April 2023, 18 May 2023, 14 July 2023 and 21 September 2023 (the “Announcements”) and the circular of the Company dated 30 June 2021 (the “Circular”) in relation to the Subscription. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the Announcements and Circular.

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CONVERSIONOF CONVERTIBLE NOTES

The Company received a conversion notice from Shashi Doni as Noteholder in respect of the exercise of the Conversion Rights attached to the Convertible Note with the principal amount of US$50,000 at the initial conversion price of HK$0.65 per Ordinary Share, as a result the Company allotted and issued 596,153 Conversion Shares to Shashi Doni on 30 January 2024 (the “Conversion”).

Following the Conversion, 596,153 Conversion Shares have been issued which rank pari passu in all respects among themselves and with all other existing Ordinary Shares in issue and they represent approximately 0.07% of the total issued Ordinary Shares of the Company before the Conversion and approximately 0.07% of the total issued Ordinary Shares of the Company as enlarged by the allotment and issue of the 596,153 Conversion Shares upon the Conversion.

EFFECTSON THE SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately before the Conversion, the Company has 897,974,788 Ordinary Shares and 323,657,534 Preference Shares in issue. Immediately after the Conversion and as at the date of this announcement, the Company has 898,570,941 Ordinary Shares and 323,657,534 Preference Shares in issue and Shashi Doni holds 596,153 Ordinary Shares representing approximately 0.07% of the total issued Ordinary Shares of the Company. For illustrative purpose only, the shareholding structure of the Ordinary Shares and the Preference Shares (i) immediately before the Conversions and (ii) immediately after the issue of the 596,153 Conversion Shares is set out below:

Shareholders	Immediately before the Conversions								Immediately after the Conversions
	Number<br> of Ordinary Shares		<br><br><br><br>%		Number of Preference<br> <br>Shares		<br><br><br><br>%		Number<br> of Ordinary Shares		<br><br><br><br>%		Number of Preference<br> <br>Shares		<br><br><br><br>%
Chan<br> Yick Yan Andross <br>(Note 1)		97,920,887		10.90		–		–		97,920,887		10.90		–		–
PBLA<br> Limited		75,123,669		8.37		–		–		75,123,669		8.36		–		–
Lau<br> Hing Tat Patrick (Note 2)		55,215,444		6.15		–		–		55,215,444		6.14		–		–
Tycoon<br> Partners Holdings Limited		100,000,000		11.14		323,657,534		100		100,000,000		11.13		323,657,534		100
Shashi<br> Doni		–		–		–		–		596,153		0.07		–		–
Other<br> public Ordinary Shareholders		569,714,788		63.44		–		–		569,714,788		63.40		–		–
Total		897,974,788		100		323,657,534		100		898,570,941		100		323,657,534		100

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Notes:

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

By Order of the Board

GraphexGroup Limited

LauHing Tat Patrick

Chairman

Hong Kong, 30 January 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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