GRFXY 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 July 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 Information | 3 | |
| Signatures | 4 | |
| Exhibit Index | 5 |
| 2 |
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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”).
Under the Rules Governing the Listing of Securities on the HKSE (“Listing Rules”), we published the following announcements (each, an “Announcement”):
| ● | An<br> Announcement regarding the Poll Results of the annual general meeting of the shareholders<br> of the Company. |
|---|---|
| ● | Appointment<br> of Independent Non-Executive Director and Changes In Composition of the Board Committee;<br> and Re-Compliance With the Listing Rules and the Appointment of Independent Non-Executive<br> Director. |
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 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 LIMTED | ||
|---|---|---|
| By: | /s/ Andross Chan | |
| Andross Chan | ||
| Chief Executive Officer |
Date: July 1, 2026
| 4 |
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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 appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
This announcement appears for information purpose only and does not constitute an invitation or offer to Shareholders or any other persons 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 “SecuritiesAct”), 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.
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)
POLLRESULTS OF THE ANNUAL GENERAL MEETING
At the annual general meeting of Graphex Group Limited (the “Company”) held on Monday, 29 June 2026 (the “AGM”), all proposed resolutions as set out in the notice of the AGM dated 30 April 2025 were taken by poll. Unless otherwise defined, capitalised terms used herein shall have the same meanings as defined in the circular of the Company dated 30 April 2026.
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The Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, was appointed as the scrutineer at the AGM for the purpose of vote-taking. The poll results in relation to all the resolutions proposed at the AGM are as follows:
| Ordinary resolutions | Number of votes cast and percentage of total number<br><br> <br>of votes cast | ||
|---|---|---|---|
| For | Against | ||
| 1. | To<br> receive and consider the audited financial statements and the reports of the directors and the auditors of the Company for the year<br> ended 31 December 2025 | 213,814,326<br><br> <br>(99.89%) | 240,960<br><br> <br>(0.11%) |
| 2. | (a) <br> To re-elect Mr. Chan Yick Yan Andross as an Executive Director of the Company | 212,952,846<br><br> <br>(99.49%) | 1,082,300<br><br> <br>(0.51%) |
| (b) <br> To re-elect Mr. Zhao Aiyong as an Executive Director of the Company | 212,903,046<br><br> <br>(99.49%) | 1.100,100<br><br> <br>(0.51%) | |
| (c) <br> To re-elect Mr. Ren Chunyu as an Independent Non-executive Director of the Company | 212,952,846<br><br> <br>(99.49%) | 1,082,300<br><br> <br>(0.51%) | |
| 3. | To<br> authorize the board of directors of the Company (the “Board”) to fix the remuneration of all the directors of<br> the Company for the year ending 31 December 2026 | 212,948,966<br><br> <br>(99.49%) | 1,096,080<br><br> <br>(0.51%) |
| 4. | To<br> re-appoint Crowe (HK) CPA Limited as the auditors of the Company for Hong Kong financial reporting purpose and to authorize the Board<br> to fix their remuneration for the year ending 31 December 2026 | 213,118,146<br><br> <br>(99.74%) | 556,240<br><br> <br>(0.26%) |
| 5. | To<br> grant a general mandate to the directors of the Company to repurchase shares of the Company not exceeding 10% of the aggregate nominal<br> amount of the existing issued share capital | 213,783,066<br><br> <br>(99.92%) | 169,680<br><br> <br>(0.08%) |
| 6. | To<br> grant a general mandate to the directors of the Company to allot, issue and deal with additional shares in the Company not exceeding<br> 20% of the aggregate nominal amount of the existing issued share capital | 212,982,026<br><br> <br>(99.48%) | 1,117,180<br><br> <br>(0.52%) |
| 7. | To<br> extend the general mandate granted to the directors of the Company to allot, issue and deal with shares by the number of shares repurchased | 213,067,766<br><br> <br>(99.53%) | 1,001,720<br><br> <br>(0.47%) |
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As more than 50% of the votes were cast in favour of the above resolutions, they were duly passed as ordinary resolutions at the AGM.
As at the date of the AGM, the total number of issued shares of the Company was 941,313,336 shares, which was the total number of shares of the Company entitling the holders to attend and vote on all resolutions proposed at the AGM. No Shareholder was entitled to attend but was required to abstain from voting in favour at the AGM pursuant to Rule 13.40 of the Listing Rules. No Shareholders have stated their intention in the circular to vote against or to abstain from voting on any of the resolutions at the AGM. It was noted that there were no restrictions on any Shareholders to cast votes on any of the proposed resolutions at the AGM.
The following Directors attended the AGM, namely Mr. Lau Hing Tat Patrick, Mr. Chan Yick Yan Andross and Mr. Liu Kwong Sang.
| By<br> Order of the Board | |
|---|---|
| Graphex<br> Group Limited | |
| Lau<br> Hing Tat Patrick | |
| Chairman |
Hong Kong, 29 June 2026
As at 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. Ren Chunyu.
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Exhibit99.2
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 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 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.
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)
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
AND
CHANGES IN COMPOSITION OF THE BOARD COMMITTEE;
AND
RE-COMPLIANCE WITH THE LISTING RULES
APPOINTMENTOF INDEPENDENT NON-EXECUTIVE DIRECTOR
The board (the “Board”) of directors (the “Directors”) of Graphex Group Limited (the “Company”, together with its subsidiaries, the “Group”) is pleased to announce that, with effect from 30 June 2026, Ms. Li Yu (“Ms. Li”) has been appointed as an Independent Non-Executive Director of the Company (the “INED”) and a member of each of the audit committee (the “Audit Committee”), nomination committee (the “NominationCommittee”) and remuneration committee (the “Remuneration Committee”) of the Board.
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The biographical details of Ms. Li are set out below:
Ms.Li Yu
Ms. Li, aged 54, obtained her bachelor’s degree in 1993 from Beihua University and her Master of Business Administration from Shanghai Maritime University in 2006. Ms. Li’s career began at PetroChina Jilin Chemical Industrial Company Limited (stock code: 0368, shares of which were listed on the Stock Exchange and delisted on 20 January 2006), where she worked in the secretariat of the board of directors from September 1992 to September 1999, followed by a role as an auditor at Ernst & Young Hua Ming LLP (Shanghai) from September 1999 to August 2001. Ms. Li then served as senior consultant at Shanghai Hanyue Management Consulting Co., Ltd. from August 2001 to April 2003, after which she took on the role of senior financial consultant at Shanghai Zhongqi Dongfang Asset Management Co., Ltd. from May 2003 to April 2004. From May 2004 to June 2006, she was general manager at Shanghai Zhongtuo Consulting Management Co., Ltd., followed by a position of financial controller at Apexone Microelectronics (Shanghai) Company Limited from June 2006 to February 2011; she then served as the financial controller at Earthasia (Shanghai) Co., Ltd. from September 2012 to August 2023. Since September 2023, Ms. Li has been serving as deputy secretary-general at Shanghai Qinlian Public Welfare Development Center. Ms. Li is a member of the Chinese Institute of Certified Public Accountants and a member of the China Appraisal Society.
As at the date of this announcement, save as disclosed above, Ms. Li has confirmed that she (i) does not hold any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years immediately preceding the date of this announcement; (ii) does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong; (iii) does not have any relationship with any Directors, senior management or substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company; (iv) does not hold any other position with the Company or any member of the Group; and (v) does not have other major appointments or professional qualifications save as disclosed herein.
Ms. Li has obtained the legal advice pursuant to Rule 3.09D of the Listing Rules on 28 June 2026.
The Company has entered into a letter of appointment with Ms. Li for an initial term of one (1) year commencing on 30 June 2026 subject to the retirement by rotation and re-election requirements in accordance with the amended and restated articles of association of the Company. The service agreement may be terminated by either party by serving one month’s prior written notice to the other party, or by making payment to the other party in lieu of one month’s notice. Ms. Li is entitled to an annual remuneration of HK$50,000, which was determined by the Board with reference to the recommendations of the Remuneration Committee based on her relevant qualifications, experience, responsibilities and duties in the Company and the prevailing market benchmarks.
Ms. Li has confirmed that (i) she meets the independence criteria as set out in Rule 3.13 of the Listing Rules to act as an Independent Non-Executive Director; (ii) does not have any past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person (as such term is defined in the Listing Rules) of the Company; and (iii) there are no other factors that may affect her independence at the time of her appointment.
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Save as disclosed herein, to the best knowledge, information and belief of the Board, there are no other matters relating to the appointment of Ms. Li that need to be brought to the attention of the shareholders of the Company and there is no other information concerning Ms. Li that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
CHANGESIN COMPOSITION OF THE BOARD COMMITTEE
The Board further announces that, following the appointment of Ms. Li as the INED, the composition of the committees of the Board has been changed as follows with effect from 30 June 2026:
| (i) | Ms.<br> Li, the INED, has been appointed as the member of each of the Audit Committee, Nomination<br> Committee and the Remuneration Committee; and |
|---|---|
| (ii) | Mr.<br> Ren Chunyu, an INED, ceased to be a member of each of the Nomination Committee and Remuneration<br> Committee; |
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Accordingly, with effect from 30 June 2026, composition of the committees of the Board will be as follows:
| (i) | The<br> Audit Committee comprises Mr. Liu Kwong Sang (as chairman), Mr. Ren Chunyu and Ms. Li. |
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| (ii) | The<br> Nomination Committee comprises Mr. Liu Kwong Sang (as chairman) and Ms. Li. |
| (iii) | The<br> Remuneration Committee comprises Mr. Liu Kwong Sang (as chairman) and Ms. Li. |
RE-COMPLIANCEWITH THE LISTING RULES
Reference is made to the announcement of the Company dated 16 April 2026 in relation to, among others, the Company’s non-compliance with Rules 3.10(1), 3.10A, 3.21 and 13.92(2) of the Listing Rules following the passing away of Ms. Tam Ip Fong Sin and resignation of Mr. Wang Yuncai as INEDs.
Following the appointment of Ms. Li as INED and a member of the Audit Committee of the Board, the Company has fulfilled the following requirements of 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 INEDs; |
|---|---|
| (ii) | The<br> requirement under Rule 3.10A of the Listing Rules which stipulates that the number of INEDs<br> 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 13.92(2) of the Listing Rules which stipulates that the board of the<br> issuer must have directors of different genders. |
The Board would like to express its warmest welcome to Ms. Li for joining the Board.
| By<br> order of the Board | |
|---|---|
| Graphex<br> Group Limited | |
| Lau<br> Hing Tat Patrick | |
| Chairman |
Hong Kong, 29 June 2026
As at 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, Mr. Ren Chunyu and Ms. Li Yu.
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