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 April 2026

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		31
Signatures		42
Exhibit Index		53

2OTHER INFORMATION

Other Information

Graphex Group Limited (OTC Expert Market) | 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 American Depository Shares (“ADSs”) that are traded on the OTC Expert Market. Under the Rules Governing the Listing of Securities on the HKSE (“Listing Rules”), we provided the announcement (the “Announcement”), that is provided as Exhibit 99.1 to this Report.

~~Under~~The Company has determined to terminate the ~~Rules~~ADSs ~~Governing~~program and has provided a notice to The Bank of New York Mellon, the ~~Listing~~depositary of ~~Securities~~the ADSs on(the “Depositary”) to initiate the ~~HKSE~~termination of the deposit agreement between the Company and the Depositary (the “~~Listing~~Deposit ~~Rules~~Agreement”). Under the Deposit Agreement, wethe ~~published~~Depositary anhas ~~announcement~~disseminated a notice of termination to the owners of all ADSs then outstanding setting a date for termination (the “~~Announcement~~Termination Date”) ~~that~~, ~~among~~which ~~other~~shall ~~matters,~~be ~~stated~~at ~~that~~least 90 days after the ~~HKSE~~date ~~has~~of ~~granted~~that notice, and the ~~Company~~Deposit aAgreement ~~waiver~~shall ~~to extend~~terminate ~~the~~on ~~grace~~that ~~period~~Termination ~~from~~Date. 9The ~~April~~notice ~~2026~~of totermination 30was disseminated ~~June~~by ~~2026~~the Depositary to ~~appoint~~the aowners ~~female~~of ~~Independent~~all ~~Non-Executive~~ADSs ~~Director~~on to16 ~~re-comply~~April ~~with~~2026 and the ~~requirements~~ ~~under~~Termination ~~Rules~~Date ~~3.10(1),~~will ~~3.10A,~~be 314 July 2026.21 ~~and~~A 13copy of this notice is provided as Exhibit 99.~~92(~~2) ofto this Report (the ~~Listing~~“BNY ~~Rules~~Notice”).

~~The information~~ ~~provided~~Under in the ~~this~~terms ~~Report~~of ~~described~~the ~~above~~Deposit isAgreement, ~~not~~a ~~complete~~holder ~~and~~of ~~subject~~ADSs tohas ~~the~~until ~~terms~~at ~~and~~least ~~provisions~~July ~~set~~17, ~~forth~~2026, into ~~the~~surrender ~~Announcement~~their ~~(and~~ADSs for delivery of the ~~description~~underlying ~~herein~~ordinary ~~are~~shares. ~~qualified~~If ina holder surrenders their ~~entirety~~ADSs byfor ~~reference~~delivery toof the ~~Announcement)~~underlying ordinary, such holder must pay a cable fee of $17.50, ~~The~~a ~~Company~~cancellation ~~also~~fee ~~refers~~of up to ~~its~~$0.05 ~~prior~~per ~~reports on~~ADSs ~~Form~~surrendered ~~6-K~~and onany 15applicable ~~January~~U.S. or ~~2026,~~local 5taxes ~~February~~or ~~2026~~governmental ~~and~~charges. 25Subsequent ~~March~~to July 17, 2026, ~~which~~under ~~furnished~~the ~~announcements~~terms byof the ~~Company~~Deposit ~~under~~Agreement, the ~~Listing~~Depositary ~~Rules.~~may ~~The~~attempt ~~information~~to insell ~~this~~the ~~Report~~underlying isshares. ~~for~~If ~~informational~~the ~~purposes~~Depositary ~~only~~has ~~and~~sold issuch ~~neither~~shares, ana ~~offer~~holder of ADSs must surrender their ADSs to obtain ~~sell~~payment ~~nor~~of athe ~~solicitation~~sale proceeds, net of anthe ~~offer~~expenses toof ~~purchase~~ sale, any ~~securities~~applicable ofU.S. ~~Graphex~~or ~~Group~~local ~~Limited,~~taxes ~~including~~or ~~but~~government ~~not~~charges ~~limited~~and a tocancellation ~~its~~fee ~~American~~of ~~Depositary~~up ~~Shares~~to $0.05 per ADSs.

3The ordinary shares of the Company will continue to be traded on the HKSE.

The description above is not complete and is subject to the terms set forth on the Announcement and the BNY Notice, which are incorporated herein by reference (and the description herein are qualified in their entirety by reference to such document).

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~~LIMITED By: /s/ Andross Chan Andross Chan Chief Executive Officer

Date: April 1617, 2026

EXHIBIT INDEX

Exhibit No.		Exhibit
99.1		Announcement byRegarding ~~the~~Termination ~~Company~~of ~~dated~~American 16Depository ~~April~~Shares ~~2026:~~Programme ~~Extension~~and OfRelated ~~Time~~Matters Todated ~~Re-Comply~~16 ~~With~~April ~~Rules 3.10(1), 3.10a, 3.21 And 13.92(2) Of The Rules Governing The Listing Of Securities On The Stock Exchange~~2026
99.2		Bank of New York Corporate Action Notice Termination Notice dated April 16, 2026

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