UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2023

Commission File Number 001-41471

Graphex Group Limited

(Translation of registrant’s name into English)

11/F COFCO Tower 262 Gloucester Road Causeway Bay

Hong Kong

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): ☐

Graphex Group Limited.

Form 6-K

TABLE OF CONTENTS

Item	Page
Other Information	1
Signatures	2
Exhibit Index	3

Other Information:

Graphex Group Limited (NYSE American: GRFX | HKSE: 6128).

Graphex Group Limited (the “Company” or “we”) is a foreign private issuer with its ordinary shares listed on The Stock Exchange of Hong Kong Limited (“HKSE”) and has its American Depositary Shares (“ADSs”) listed on the NYSE American LLC stock exchange market.

The Company has provided to the holders of its ordinary shares a Circular regarding its Extraordinary General Meeting (“EGM”) for the purpose of considering and, if deemed appropriate, approve the adoption of the 2023 Share Award Scheme described in the Offering Circular for the EGM that is furnished to this report as Exhibit 99.3 and the limitation of the number of Ordinary Shares of the Corporation that may be granted to service providers under the 2023 Share Award Scheme.

The Owners of the ADSs as of December 30, 2022 may vote their interests in the Company’s ordinary shares represented by their ADSs. Notice by an Owner of the ADSs of their vote must be received by the Depositary by 12:00 pm Eastern Time January 26, 2023.

A notice publishing the Circular has been provided in accordance with the Listing Rules of the HKSE. Information regarding the EGM is available through Company’s website as described in the Notification of Publication of Corporate Communications on the Company’s Website attached to this Report as Exhibit 99.1.

Exhibits to this Form 6-K include information provided to the ordinary shareholders of the Company regarding the EGM, including the corporate communications and the Circular regarding the EGM, and the information provided to the Owners of the ADS, each of which is hereby incorporated herein.

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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: January 11, 2023

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EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Notification to Registered Holders of Publication of Corporate Communications on the Company’s Website
99.2	Notification to Non-Registered Holders of Publication of Corporate Communications on the Company’s Website
99.3	Offering Circular for the Extraordinary General Meeting of Graphex Group Limited, including the Notice of the EGM and the Proxy Form for the Extraordinary General Meeting or at any Adjournment Thereof
99.4	Notice For the Benefit of the Owners of the American Depositary Shares
99.5	Form of the Voting Card for the American Depositary Shares
99.6	Form of the 2023 Share Award Scheme

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