Graphex Group updates board roles after director death

Graphex Group Limited reported the passing of Ms. Tam Ip Fong Sin, an independent non-executive director who also served as chairlady of the nomination and remuneration committees and was a member of the audit committee.

Rhea-AI Filing Summary

Graphex Group Limited reported the passing of Ms. Tam Ip Fong Sin, an independent non-executive director who also served as chairlady of the nomination and remuneration committees and was a member of the audit committee. She passed away on 10 January 2026.

Effective 14 January 2026, independent non-executive director Mr. Liu Kwong Sang has been appointed chairman of the Nomination Committee and the Remuneration Committee, filling the leadership roles previously held by Ms. Tam. The company notes that this update is based on an announcement published under the Hong Kong Stock Exchange Listing Rules and that the information is for informational purposes only and not an offer to sell or a solicitation to buy any of its securities, including American Depositary Shares traded on the OTC Expert Market.

FAQ

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What did Graphex Group Limited (GRFXF) disclose in this Form 6-K?

The company disclosed that independent non-executive director Ms. Tam Ip Fong Sin passed away on 10 January 2026 and that Mr. Liu Kwong Sang, also an independent non-executive director, has been appointed chairman of the Nomination Committee and Remuneration Committee effective 14 January 2026.

Who was Ms. Tam Ip Fong Sin at Graphex Group Limited (GRFXF)?

Ms. Tam Ip Fong Sin was an independent non-executive director of Graphex Group Limited, serving as chairlady of the nomination committee and remuneration committee, and as a member of the audit committee.

Who is taking over the committee roles after Ms. Tam’s passing at Graphex Group Limited (GRFXF)?

Mr. Liu Kwong Sang, an independent non-executive director, has been appointed as the chairman of the Nomination Committee and the chairman of the Remuneration Committee, effective 14 January 2026.

Where are Graphex Group Limited (GRFXF) shares traded?

Graphex Group Limited has its ordinary shares listed on The Stock Exchange of Hong Kong Limited (HKSE), and its American Depositary Shares (ADSs) are traded on the OTC Expert Market.

Is this Graphex Group Limited (GRFXF) Form 6-K related to any securities offering?

No. The company states that the information 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 its American Depositary Shares.

What additional document is referenced in this Graphex Group Limited (GRFXF) filing?

The filing references and attaches an announcement issued under the Hong Kong Stock Exchange Listing Rules, titled “Announcement Regarding Passing Away Of An Independent Non-Executive Director” dated 14 January 2026.

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Accepted by SEC EDGAR 01/15/2026 - 08:40 AM EST Learn about SEC filing dates

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 January 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 Matters		3
Signatures		4
Exhibit Index		5

2

Other Matters

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 announced, with sorrow, that Ms. Tam Ip Fong Sin (“Ms. Tam”), an independent non-executive Director, the chairlady of the nomination committee and remuneration committee and a member of the audit committee, passed away on 10 January 2026 and that, with effect from 14 January 2026, Mr. Liu Kwong Sang (“Mr. Liu”), an independent non-executive Director, has been appointed as the chairman of the Nomination Committee and Remuneration Committee.

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.

3

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: January 15, 2026

4

EXHIBIT INDEX

Exhibit No.		Exhibit
99.1		Announcement Regarding Passing Away Of An Independent Non-Executive Director 14 January, 2026

5