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 January 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 |
|---|---|
| Other Matters | 3 |
| Signatures | 4 |
| Exhibit Index | 5 |
| 2 |
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OtherMatters
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 announcement that is attached to this Report (the “Announcement”) that referred to prior announcements of the Company regarding the Option Purchase Agreement, the Proposed Mandate and the Possible Disposal referenced in the Company’s Form 6-K filed on December 2, 2025 and that additional time is required by the Company to prepare and finalize certain information to be included in an offering circular that will be provided to the Company stockholders required by the Listing Rules with respect to such proposed transactions. We currently expect to provide such offering circular on or before 13 February 2026,
The information provided in this Report described above is not complete and subject to the terms and provisions set forth in the Announcement (and the description herein are qualified in their entirety by reference to the Announcement). 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 GROUP LIMITED | |
|---|---|
| By: | /s/ Andross Chan |
| Andross Chan | |
| Chief Executive Officer |
Date: January 20, 2026
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EXHIBITINDEX
| 5 |
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Exhibit99.1
Hong Kong 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 arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company 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 on in connection with, any contract or invitation to subscribe for securities, and is provided for information only. The distribution of this announcement may be restricted by law in certain jurisdictions and 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 to in this announcement have not been issued, registered in accordance with 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 circulated in Hong Kong, the United States or elsewhere. Securities may not be offered or sold in the United States absent registration under the U.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 the issuer and that will contain detailed information about the issuer and its management, as well as financial statements.
GRAPHEXGROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stockcode: 6128)
FURTHERDELAY IN DESPATCH OF CIRCULAR IN RELATION TO
OPTIONPURCHASE AGREEMENT
PROPOSEDMANDATE IN RELATION TO
THEPOSSIBLE VERY SUBSTANTIAL DISPOSAL
DISPOSALOF AN INDIRECT WHOLLY-OWNED SUBSIDIARY
OFTHE COMPANY
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Reference is made to the announcement of Graphex Group Limited (the “Company”) dated 1 December 2025 in relation to, among other things, the Option Purchase Agreement, the Proposed Mandate and the Possible Disposal (the “Announcement”) and the clarification and delay in despatch of circular announcement dated 22 December 2025 (the “Delay Announcement”). Unless the context requires otherwise, capitalised terms used in this announcement shall have the same meaning as those defined in the Announcement.
FURTHER DELAY IN DESPATCH OF THE CIRCULAR
As stated in the Delay Announcements, a circular including, among other things, (i) further information of the Agreement and the Possible Disposal; (ii) the notice of the EGM; and (iii) other information as required under the Listing Rules, is expected to be despatched to the Shareholders on or before 16 January 2026.
As additional time is required to prepare and finalise certain information to be included in the circular, the despatch date of the Circular will be further postponed to a date on or before 13 February 2026.
| By<br> order of the Board of |
|---|
| Graphex Group Limited |
| Lau Hing Tat Patrick |
| Chairman |
Hong Kong, 16 January 2026
As at the date of this announcement, the Directors of the Company are:
Executive Directors:
Mr. Lau Hing Tat Patrick
Mr. Chan Yick Yan Andross
Mr. Qiu Bin
Non-executive Director:
Mr. Ma Lida
Independent Non-executive Directors:
Mr. Wang Yuncai
Mr. Liu Kwong Sang
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