Graphex Group (GRFXF) postpones circular on very substantial disposal

Rhea-AI Filing Summary

Graphex Group Limited filed a Form 6-K to inform investors that it will further delay sending a shareholder circular related to a planned major transaction. The circular will cover an Option Purchase Agreement, a proposed mandate and a possible very substantial disposal involving the sale of an indirect wholly owned subsidiary. This circular was previously expected to be sent by 16 January 2026, but the company now expects to issue it on or before 13 February 2026 so it can prepare and finalize required information under Hong Kong listing rules.

The circular will also include the notice of an extraordinary general meeting and other mandated disclosures. The company emphasizes that this communication is for information only and does not constitute an offer to sell or a solicitation to buy any of its securities, including American Depositary Shares traded on the OTC Expert Market.

Insights

Equity analyst – corporate actions

Graphex postpones key circular on planned major disposal to complete required information.

Graphex Group Limited is signaling a process delay rather than a change in strategy. The circular linked to the Option Purchase Agreement, proposed mandate and a possible very substantial disposal of an indirect wholly owned subsidiary is now expected on or before 13 February 2026, instead of the earlier target of 16 January 2026.

The reason given is the need for more time to prepare and finalize information required by Hong Kong listing rules. That suggests the transaction is still progressing within the existing framework, but regulatory disclosure standards are driving the timetable. The announcement also reiterates that no offer or sale of securities is being made through this communication.

For investors, the main implication is timing: details of the potential disposal and the related extraordinary general meeting will only become available once the circular is issued. Subsequent company disclosures around the circular and shareholder vote will provide the substantive information needed to assess the impact of the transaction.

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 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.

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 LIMITED
	By:	/s/ Andross Chan
		Andross Chan
		Chief Executive Officer

Date: January 20, 2026

4

EXHIBIT INDEX

Exhibit No.		Exhibit
99.1		Announcement Regarding Further Delay In Despatch of Circular In Relation to Option Purchase Agreement Proposed Mandate In Relation to the Possible Very Substantial Disposal; Disposal of An Indirect Wholly-Owned Subsidiary of the Company dated 16 January 2026

5

Exhibit 99.1

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.

GRAPHEX GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6128)

FURTHER DELAY IN DESPATCH OF CIRCULAR IN RELATION TO

OPTION PURCHASE AGREEMENT

PROPOSED MANDATE IN RELATION TO

THE POSSIBLE VERY SUBSTANTIAL DISPOSAL

DISPOSAL OF AN INDIRECT WHOLLY-OWNED SUBSIDIARY

OF THE COMPANY

-1-

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 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

-2-

FAQ

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

Graphex Group Limited disclosed that it will further delay sending a shareholder circular related to an Option Purchase Agreement, a proposed mandate and a possible very substantial disposal involving an indirect wholly owned subsidiary, and now expects to issue the circular on or before 13 February 2026.

What transaction is the delayed Graphex Group (GRFXF) circular about?

The circular will provide further information on an Option Purchase Agreement, a Proposed Mandate and a Possible Very Substantial Disposal involving the disposal of an indirect wholly owned subsidiary of Graphex Group Limited.

Why is Graphex Group delaying despatch of the circular to shareholders?

Graphex Group states that additional time is required to prepare and finalize certain information that must be included in the circular under the Hong Kong Stock Exchange Listing Rules.

When does Graphex Group now expect to send the circular?

Graphex Group now expects to despatch the circular to shareholders on or before 13 February 2026, instead of the previous target date of 16 January 2026.

Does this Graphex Group announcement involve an offer to sell securities?

No. The company explicitly states the information is for informational purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any of its securities, including its American Depositary Shares.

Will Graphex Group shareholders vote on the possible very substantial disposal?

Yes. The circular is expected to include the notice of an extraordinary general meeting and other information required under the Listing Rules in connection with the possible very substantial disposal and related agreements.