6-K
Graphex Group Ltd (GRFXY)
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 April 2026
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 |
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| Other Information | 1 |
| Signatures | 2 |
| Exhibit Index | 3 |
OTHERINFORMATION
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 Company has determined to terminate the ADSs program and has provided a notice to The Bank of New York Mellon, the depositary of the ADSs (the “Depositary”) to initiate the termination of the deposit agreement between the Company and the Depositary (the “Deposit Agreement”). Under the Deposit Agreement, the Depositary 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”).
Under the terms of the Deposit Agreement, a holder of ADSs has until at least July 17, 2026, to surrender their ADSs for delivery of the underlying ordinary shares. If a holder surrenders their ADSs for delivery of the underlying ordinary, such holder must pay a cable fee of $17.50, a cancellation fee of up to $0.05 per ADSs surrendered and any applicable U.S. or local taxes or governmental charges. Subsequent to July 17, 2026, under the terms of the Deposit Agreement, the Depositary may attempt to sell the underlying shares. If the Depositary has sold such shares, a holder of ADSs must surrender their ADSs to obtain payment of the sale proceeds, net of the expenses of sale, any applicable U.S. or local taxes or government charges and a cancellation fee of up to $0.05 per ADSs.
The 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).
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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 LIMITED | |
|---|---|
| By: | /s/ Andross Chan |
| Andross<br> Chan | |
| Chief<br> Executive Officer |
Date: April 17, 2026
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EXHIBITINDEX
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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 Shareholders or any other personsto acquire, purchase or subscribe for any securities of the Company in Hong Kong, the United States or elsewhere, nor shall it (or anypart of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or invitation to subscribefor securities, and is provided for information only. The distribution of this announcement may be restricted by law in certain jurisdictionsand persons into whose possession the information referred to herein comes should inform themselves about and observe any such restriction.Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdictions. Securities referred toin this announcement have not been issued, registered in accordance with any securities laws and regulations or allowed to be offeredto public or to circulate in Hong Kong, the United States, or elsewhere. No representation is made that any such securities will be issuedor so registered or allowed to be offered to the public or circulated in Hong Kong, the United States or elsewhere. Securities may notbe offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “SecuritiesAct”), or an exemption from registration under the Securities Act. Any public offering of securities to be made in the UnitedStates will be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about theissuer 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)
(Stockcode: 6128)
ANNOUNCEMENT REGARDING
TERMINATION OF
AMERICANDEPOSITORY SHARES PROGRAMME
AND RELATED MATTERS
Graphex Group Limited (the “Company”) hereby announces the voluntarily termination of its sponsored American Depositary Shares (“ADSs”) programme in the United States of America (“United States” or “U.S.”). The ADSs are currently being traded on the OTC Expert Market operated by the OTC Markets Group, Inc. under the trading symbol “GRFXY”.
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The Company first commenced its ADS programme in the United States in 2020 with admission for trading of the ADSs on OTCQX market operated by the OTC Markets Group on 15 October 2020 with each ADS representing 20 ordinary shares of the Company with a par value of HK$0.01 each after giving effect to the Company’s. During August 2022, the Company completed a public offering 5,400,000 ADSs and the ADSs traded on the NYSE American LLC stock exchange. On 26 March 2025, the Company effected a share consolidation on the basis of 5 then existing ordinary shares with a par value of HK$0.001 each to be consolidated into 1 consolidated share with a par value of HK$0.05 each (the “Ordinary Share”). On 15 May 2025, the NYSE American LLC stock exchange suspended trading of and on 23 May 2025 the ADSs were delisted from the NYSE American LLC. Currently, the ADSs are being traded on the OTC Expert Market with each ADS representing 20 Ordinary Shares.
The reasons for terminating the sponsored ADS programme was based on an evaluation of a number of considerations, including but not limited to, the following: the small percentage of the Ordinary Shares represented by ADSs as compared to the total number of Ordinary Shares and the total share capital of the Company, the relatively limited trading volume of the ADSs as compared to the trading volume of the Ordinary Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the Stock Exchange is expected to provide access to satisfy the Company’s fundraising requirements and global investment.
On 10 April 2026, the Company provided a notice to The Bank of New York Mellon, the depositary of the ADSs (the “Depositary”) to initiate the termination of the deposit agreement among the Company, the Depositary and owners of the ADSs (the “Deposit Agreement”). Under the Deposit Agreement, the Depositary will disseminate 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 Depositary has on 16 April 2026 disseminated the notice of termination to the owners of all ADSs and the Termination Date will be on 14 July 2026 (with effect at 5:00 p.m. U.S. Eastern Time). Until the Termination Date, holders of the ADSs may continue to exchange their ADSs for the Ordinary Shares. After the Termination Date, the Depositary is expected to sell the ADSs that remain outstanding and distribute the net proceeds after expenses in accordance with the terms of the Deposit Agreement.
The Company will maintain the listing and trading of its Ordinary Shares on the Stock Exchange HKSE: 6128 after the termination of its ADS programme. The Company expects to continue to publish in English on its website the material information that it makes public in Hong Kong, including its announcements with the Stock Exchange
The Company would like to extend its thanks to investors for their continuing support and attention to the Company. The Company will handle relevant matters properly by following the principle of protecting the interests of investors.
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FORWARDLOOKING STATEMENT
This announcement may contain, in addition to historical information, “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 and Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. These forward-looking statements are based on the Company’s current assumptions, expectations and projections about future events. The Company uses words like “believe”, “anticipate”, “intend”, “estimate”, “expect”, “project” and similar expressions to identify forward looking statements, although not all forward-looking statements contain these words. These forward-looking statements are necessarily estimates reflecting judgment of the Company’s senior management and involve significant risks, both known and unknown, uncertainties and other factors that may cause the Company’s actual performance, financial condition or results of operations to be materially different from those suggested by the forward-looking statements. Except as required by law, the Company undertakes no obligation and does not intend to update any forward-looking statement, whether as a result of new information, future events or otherwise.
The information in this Announcement 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.
WARNING
Shareholdersand potential investors of securities of the Company are advised to act with due care in trading securities of the Company.
| By order of the Board |
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| Graphex Group Limited |
| Lau Hing Tat Patrick |
| Chairman |
Hong Kong, 17 April 2026
Asat the date of this announcement, the executive Directors are Mr. Lau Hing Tat Patrick, Mr. Chan Yick Yan Andross, Mr. Qiu Bin and Mr.Zhao Aiyong; the non-executive Director is Mr. Ma Lida; and the independent non-executive Directors are Mr. Liu Kwong Sang and Mr. RenChunyu.
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Exhibit99.2
CORPORATEACTION NOTICE
TERMINATIONNOTICE
16 April 2026
NOTICETO HOLDERS OF AMERICAN DEPOSITARY SHARES (“ADSs”) EVIDENCED BY
AMERICANDEPOSITARY RECEIPTS (“ADRs”)
REPRESENTINGDEPOSITED ORDINARY SHARES OF:
GRAPHEXGROUP LIMITED
ONEADS REPRESENTS TWENTY ORDINARY SHARES
CUSIP:38867H203 AND UNDERLYING ISIN: KYG4066M1151
As owners and beneficial owners of the above ADRs, you are hereby notified that The Bank of New York, as depositary (the “Depositary”), will terminate the Deposit Agreement, dated September 18, 2020 “among Graphex Group Limited (“Graphex Group”), the Depositary, and Owners and Holders of ADRs, the (“Deposit Agreement”).”
As a result, the existing ADR facility will be terminated effective at 5:00 PM (Eastern Time) on July 14, 2026
Under the terms of the Deposit Agreement, you have until at least July 17, 2026, to surrender your Graphex Group ADRs for delivery of the underlying shares. If you surrender ADRs for delivery of the underlying shares, you must pay a cable fee of $17.50, a cancellation fee of up to $0.05 per ADRs surrendered and any applicable U.S. or local taxes or governmental charges. Payment should be made payable to The Bank of New York Mellon.
Subsequent to July 17, 2026, under the terms of the Deposit Agreement, the Depositary may attempt to sell the underlying shares. If the Depositary has sold such shares, you must surrender your ADRs to obtain payment of the sale proceeds, net of the expenses of sale, any applicable U.S. or local taxes or government charges and a cancellation fee of up to $0.05 per ADRs.
To surrender your ADRs, the address of the Depositary is: The Bank of New York Mellon, 240 Greenwich Street, Depositary Receipts Division – 8th Floor, Attention: Cancellation Desk, New York, NY 10286. Registered or overnight mail is the suggested method of delivering DRs to the Depositary.
PLEASE SEE INVESTOR DISCLOSURE ON LAST PAGE.
For Settlement specific inquiries, please contact DRsettlements@bnymellon.com
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CORPORATE ACTION NOTICE
Investor Disclosure
This notice and the information and data provided herein are provided for general informational purposes only. BNY does not warrant or guarantee the accuracy, timeliness or completeness of any such information or data. BNY does not undertake any obligation to update or amend this notice or any information or data, and may change, update or amend this notice or any information or data at any time without prior notice.
BNY provides no advice, recommendation or endorsement with respect to any company or securities. No information or data is intended to provide legal, tax, accounting, investment, financial, trading or other advice on any matter, and is not to be used as such. We expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon this notice or any information or data, including market value loss on the sale or purchase of securities or other instruments or obligations.
Nothing herein shall be deemed to constitute an offer to sell or a solicitation of an offer to buy securities.
BNY collects fees from DR holders pursuant to the terms and conditions of the DRs and any deposit agreement under which they are issued. From time to time, BNY may make payments to an issuer to reimburse and/or share revenue from the fees collected from DR holders, or waive fees and expenses to an issuer for services provided, generally related to costs and expenses arising out of establishment and maintenance of the DR program. BNY may pay a rebate to brokers in connection with unsponsored DR issuances; brokers may or may not disclose or pass back some or all of such rebate to the DR investor. BNY may also use brokers, dealers or other service providers that are affiliates and that may earn or share fees and commissions.
BNY may execute DR foreign currency transactions itself or through its affiliates, or the Custodian or the underlying Company may execute foreign currency transactions and pay US dollars to BNY. In those instances where it executes DR foreign currency transactions itself or through its affiliates, BNY acts as principal counterparty and not as agent, advisor, broker or fiduciary. In such cases, BNY has no obligation to obtain the most favorable exchange rate, makes no representation that the rate is a favorable rate and will not be liable for any direct or indirect losses associated with the rate. BNY earns and retains revenue on its executed foreign currency transactions based on, among other things, the difference between the rate it assigns to the transaction and the rate that it pays and receives for purchases and sales of currencies when buying or selling foreign currency for its own account. The methodology used by BNY to determine DR conversion rates is available to registered Owners upon request or can be accessed at https://www.adrbny.com/content/dam/adr/documents/fees-and-disclosures-pdf/drs_foreign_exchange_pricing_disclosure.pdf.
In those instances where BNY’s Custodian executes DR foreign currency transactions, the Custodian has no obligation to obtain the most favorable exchange rate or to ensure that the method by which the rate will be determined will be the most favorable rate, and BNY makes no representation that the rate is the most favorable rate and will not be liable for any direct or indirect losses associated with the rate. In certain instances, BNY may receive dividends and other distributions from an issuer of securities underlying DRs in U.S. dollars rather than in a foreign currency. In such cases, BNY will not engage in or be responsible for any foreign currency transactions and it makes no representation that the rate obtained by an issuer is the most favorable rate and it will not be liable for any direct or indirect losses associated with the rate.
This notice or any excerpt of this notice may not be copied or reproduced without the prior express written consent of BNY.
BNY is a global investments company dedicated to helping its clients manage and service their financial assets throughout the investment lifecycle. BNY is the corporate brand of The Bank of New York Mellon Corporation (NYSE: BK).
BNY’s name, brand and/or trademarks may not be used, copied or reproduced without the prior express written consent of BNY.
DEPOSITARYRECEIPTS ARE NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY, ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, AND ARE NOT GUARANTEEDBY, BNY AND ARE SUBJECT TO INVESTMENT RISKS INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED
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