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~~May 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		13
Signatures		24
Exhibit Index		35

~~OTHER INFORMATION~~2

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.~~

~~The~~Under ~~Company has determined to terminate~~ the ~~ADSs~~Rules ~~program~~Governing ~~and has provided a notice to The Bank of New York Mellon,~~ the ~~depositary~~Listing of ~~the ADSs~~Securities ~~(the~~on ~~“Depositary”) to initiate~~ the ~~termination~~HKSE ~~of the deposit agreement between the Company and the Depositary~~ (~~the~~ “~~Deposit~~Listing ~~Agreement~~Rules”)~~. Under the Deposit Agreement~~, ~~the~~we ~~Depositary~~published ~~has disseminated a notice of termination to~~ the ~~owners~~ of all ADSs then outstanding setting a date for termination (the “Termination Date”), which shall be at least 90 days after the date of that notice, and the Deposit Agreement shall terminate on that Termination Date. The notice of termination was disseminated by the Depositary to the owners of all ADSs on 16 April 2026 and the Termination Date will be 14 July 2026. A copy of this notice is provided as Exhibit 99.2 to this Report (the “BNY Notice”). following:

1. ~~Under~~Notice ~~the terms~~ of ~~the~~Annual ~~Deposit~~General ~~Agreement,~~Meeting adated ~~holder~~30 ofApril ~~ADSs has until at least July 17,~~ 2026, to2. ~~surrender~~2025 ~~their ADSs~~Annual ~~for~~Report ~~delivery of the underlying ordinary shares~~3. IfCircular adated ~~holder~~30 ~~surrenders~~April ~~their~~2026 ~~ADSs~~relating ~~for~~to ~~delivery~~General ofMandates ~~the~~to ~~underlying ordinary,~~Repurchase ~~such~~and ~~holder~~Issue ~~must pay a cable fee of $17.50~~Shares, aRe-Election ~~cancellation fee~~ of upDirectors ~~to $0.05 per ADSs surrendered~~ and ~~any~~Notice ~~applicable~~of ~~U.S. or~~Annual ~~local~~General ~~taxes~~Meeting ~~or governmental charges~~4. ~~Subsequent~~Proxy toForm ~~July~~for ~~17,~~use ~~2026,~~at ~~under~~ the ~~terms~~Annual ofGeneral ~~the~~Meeting ~~Deposit~~or ~~Agreement,~~at ~~the~~any ~~Depositary~~adjournment ~~may attempt~~thereof ~~to sell the underlying shares~~5. IfNotification ~~the~~of ~~Depositary~~Publication ~~has sold such shares, a holder~~ of ~~ADSs~~Corporate ~~must~~Communications ~~surrender~~on ~~their ADSs to obtain payment of~~ the ~~sale~~Company’s ~~proceeds,~~Website ~~net~~– ofRegistered ~~the~~Holders ~~expenses~~dated of30 ~~sale,~~April ~~any~~2026 ~~applicable U~~6.S. orNotification ~~local~~of ~~taxes~~publication orof ~~government~~Corporate ~~charges~~Communication ~~and a~~on ~~cancellation~~the ~~fee~~Company’s ofwebsite up– toNon-Registered ~~$0.05~~Holders ~~per~~dated ~~ADSs.~~30 April 2026

The ~~ordinary~~foregoing ~~shares~~descriptions ofare not complete and are qualified in their entirety by reference to the ~~Company~~full ~~will~~text ~~continue~~of such documents that are furnished to bethis ~~traded~~Report onas ~~the~~Exhibits ~~HKSE~~99.1, 99.2, 99.3, 99.4, 99.5 and 99.6 and are incorporated herein.

The ~~description~~information ~~above~~in isthis ~~not~~Report ~~complete and~~ is ~~subject~~for toinformational ~~the~~purposes ~~terms~~only ~~set~~and ~~forth~~is onneither ~~the~~an ~~Announcement~~offer ~~and~~to ~~the~~sell ~~BNY~~nor ~~Notice,~~a ~~which~~solicitation ~~are~~of ~~incorporated herein~~an byoffer ~~reference~~to ~~(and~~purchase any ~~the~~securities ~~description~~of ~~herein~~Graphex ~~are~~Group ~~qualified~~Limited, inincluding ~~their~~but ~~entirety~~not bylimited ~~reference~~ to ~~such~~its ~~document)~~American Depositary Shares.

1Forward Looking Statements

All statements contained in the Announcement other than statements of historical fact, including statements regarding the Company’s future results of operations and financial position, the Company’s business strategy and plans and the Company’s 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. The Company has based these forward looking statements largely on the Company’s current expectations and projections about future events and trends that the Company believes may affect its 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 and there can be no assurance that the forward looking statements will be achieved.

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 LIMITED

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

Date: ~~April~~May 171, 2026

EXHIBIT INDEX

Exhibit No.		Exhibit
99.1		~~Announcement~~Notice ~~Regarding Termination~~ of ~~American~~Annual ~~Depository~~General ~~Shares~~Meeting ~~Programme and Related Matters~~ dated 1630 April 2026
99.2		~~Bank~~2025 ofAnnual ~~New York Corporate Action Notice Termination Notice dated April 16, 2026~~Report
99.3		Circular dated 30 April 2026 relating to general mandates to Repurchase and Issue Shares, Re-Election of Directors and Notice of Annual General Meeting
99.4		Proxy Form for use at the Annual General Meeting or at any adjournment thereof
99.5		Notification of Publication of Corporate Communications on the Company’s Website – Registered Holders dated 30 April 2026
99.6		Notification of publication of Corporate Communication on the Company’s website – Non-Registered Holders dated 30 April 2026

3English translation of each exhibit

Filing Compare · Graphex Group Ltd