6-K
Graphex Group Ltd (GRFXF)
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 February 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 |
|---|---|
| Changes in Management | 3 |
| Other Matters | 3 |
| Signatures | 4 |
| Exhibit Index | 5 |
| 2 |
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Changesin Management
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 published the announcements that are attached to this Report (each, an “Announcement” and, collectively, the “Announcements”).
On February 5, 2026, we published an Announcement regarding the resignation of independent non-executive director, Mr. Wang Yuncai. Mr. Wang has confirmed to the Board that he has no disagreement with the Board or the Company and that there is no other matter in respect of his resignation that needs to be brought to the attention of the shareholders of the Company and The Stock Exchange of Hong Kong Limited. The resignation of Mr. Wang causes non-compliance with the Listing Rules with respect to the required number independent non-executive directors.
The Company will endeavor to identify suitable candidates to fill the vacancies of the independent non-executive Director and the relevant Board committees in order to comply with the requirements under the Listing Rules as soon as practicable and in any event within three months from the date of the Announcement as required under Rules 3.11, 3.23, 3.27, 3.27C and 13.92(2) of the Listing Rules. The Company expects to provide further announcements as and when appropriate in accordance with the Listing Rules. The Company’s operational activities are being carried out normally and will not be adversely affected by Mr. Wang’s resignation or the compliance with the Listing Rules.
OtherMatters
On February 3, 2026, we published an Announcement, that was made on a voluntary basis, in order to update the Shareholders about the Group’s business development with respect to its investment in Tronche International New Energy Vehicles Co., Limited (“Tronche”), which was previously announced.
The information provided in this Report described above is not complete and subject to the terms and provisions set forth in the Announcements (and the description herein are qualified in their entirety by reference to the Announcements). The information in this Report 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.
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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: February 5, 2026
| 4 |
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EXHIBITINDEX
| 5 |
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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 Securities Act.Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from theissuer 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)
(StockCode: 6128)
RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND
NON-COMPLIANCEWITH THE LISTING RULES
RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR
The board (the “Board”) of directors (the “Directors”) of Graphex Group Limited (the “Company”) hereby announces that Mr. Wang Yuncai (“Mr. Wang”) has tendered his resignation as an independent non-executive Director and a member of the audit committee, nomination committee and remuneration committee of the Board with effect from 5 February 2026 as he would like to spend more time pursuing his other business development. Following his resignation, Mr. Wang will no longer hold any other position in the Company or its subsidiaries.
Mr. Wang has confirmed to the Board that he has no disagreement with the Board or the Company and that there is no other matter in respect of his resignation that needs to be brought to the attention of the shareholders of the Company and The Stock Exchange of Hong Kong Limited.
Mr. Wang had served the Board as an independent non-executive Director since June 2014. The Board would like to express its sincere gratitude to Mr. Wang for his valuable and professional contributions to the Company during his tenure.
NON-COMPLIANCE WITH THE LISTING RULES
Following the resignation of Mr. Wang, the Board comprises five Directors, of which three are executive Directors, one is non-executive Director and one is independent non-executive Director. The Company currently does not comply with the following requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”):
| (i) | The<br> requirement under Rule 3.10(1) of the Listing Rules which stipulates that the board must<br> include at least three independent non-executive directors; |
|---|---|
| (ii) | The<br> requirement under Rule 3.10A of the Listing Rules which stipulates that the number of independent<br> non-executive Directors must represent at least one-third of the Board; |
| (iii) | The<br> requirement under Rule 3.21 of the Listing Rules which stipulates that the audit committee<br> must comprise a minimum of three members; |
| (iv) | The<br> requirement under Rule 3.25 of the Listing Rules which stipulates the composition requirements<br> and the terms of reference of the Remuneration Committee; |
| (v) | The<br> requirement under Rule 3.27A of the Listing Rules which stipulates the composition requirements<br> and the terms of reference of the Nomination Committee; |
| (vi) | The<br> requirement under Rule 13.92(2) of the Listing Rules which stipulates that the board must<br> have directors of different genders; |
The Company will endeavor to identify suitable candidates to fill the vacancies of the independent non-executive Director and the relevant Board committees in order to comply with the requirements under the Listing Rules as soon as practicable and in any event within three months from the date of this announcement as required under Rules 3.11, 3.23, 3.27, 3.27C and 13.92(2) of the Listing Rules. Further announcements will be made by the Company as and when appropriate in accordance with the Listing Rules. The Company’s operational activities are being carried out normally and will not be adversely affected by it.
| By order of the<br> Board |
|---|
| Graphex Group Limited |
| Lau Hing Tat Patrick |
| Chairman |
Hong Kong, 5 February 2026
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 Director is Mr. Liu Kwong Sang.
Exhibit99.2
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)
VOLUNTARYANNOUNCEMENT BUSINESS UPDATE
This announcement is made by Graphex Group Limited (the “Company”, together with its subsidiaries, the “Group”) on a voluntary basis to provide shareholders of the Company (the “Shareholders”) and potential investors of the Company with information on recent business development of the Group.
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Reference is made to the announcement of the Company dated 24 October 2025 (the “Announcement”) regarding to the investment of 18% interest in Tronche International New Energy Vehicles Co., Limited (“Tronche”) (the “Investment”). Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the Announcement.
As at the date of this announcement, the total issued share capital of Tronche are held by Allied Apex Limited (“Allied Apex”), a wholly owned subsidiary of Company, and the other two individual shareholders namely Yan Bo and Wang Sheng, as to 18%, 61% and 21% respectively. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, both Yan Bo and Wang Sheng are Independent Third Parties.
Set out below is the shareholding structure of Tronche and its subsidiary, 徐州哈馳摩托車科技有限責任公司 (Xuzhou Hachi Motor Car Technologies Limited*) (“Hachi”) (collectively with Tronche, the “Tronche Group”), as at the date of this announcement:
The Board wishes to inform the Shareholders and potential investors of the Company that on 3 February 2026, Allied Apex has entered into a sale and purchase agreement (the “Agreement”) with Yan Bo, one of the shareholders of Tronche, that Allied Apex will acquire 40% of the issued share capital of Tronche from Yan Bo for a consideration of HK$1,500,000 in cash (the “Acquisition”). Completion of the Acquisition (the “Completion”) will take place within 14 days from the date of the Agreement and upon Completion Tronche will be owned by Allied Apex, Yan Bo and Wang Sheng as to 58%, 21% and 21% respectively. Upon Completion, Tronche will become an indirect non wholly-owned subsidiary of the Company, and accordingly Tronche Group will be consolidated into the Group’s financial statements.
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Set out below is the shareholding structure of Tronche Group immediately after Completion:
To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, both Yidou and Talang are Independent Third Parties. As disclosed in the Announcement, Hachi will operate a 60,000 m² production plant in Xuzhou (the “Plant”), which is leased from the government, for production of short-range electric vehicles including 2-wheelers, 3-wheelers, and 4-wheelers. The design capacity of the Plant is 100,000 electric vehicles and 50,000 set spare parts. The Board also wishes to update the Shareholders and potential investors of the Company that, as at the date of this announcement, Tronche has already funded USD500,000 to Hachi as paid-up capital and the Plant has commenced in pilot production.
The Board believes that the investment in Tronche constitutes a strategic and favourable opportunity for the Company to establish a presence in the high-growth electric vehicle sector and the related downstream battery industry. The Board is of the view that the Agreement and the consideration of the Acquisition was on normal commercial terms after arm’s length negotiation between the Company and Yan Bo, and by increasing the shareholding in the Tronche Group after the Acquisition the Group can strengthen its position in the electric vehicle market, and thus the entering into of the Agreement is in the interests of the Company and the Shareholders as a whole.
As the highest applicable percentage ratio of the Acquisition on a standalone basis and upon aggregation with the Investment is less than 5%, it does not constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules. The Company publishes this voluntary announcement in order to update the Shareholders about the Group’s business development.
| By<br>Order of the Board |
|---|
| Graphex Group Limited Lau Hing Tat |
| Patrick |
| Chairman |
Hong Kong, 3 February 2026
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 Mr. Wang Yuncai and Mr. Liu Kwong Sang.
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