Graphex Group (OTC: GRFXF) director resignation triggers HKEX governance non-compliance
Rhea-AI Filing Summary
Graphex Group Limited reports that independent non-executive director Mr. Wang Yuncai has resigned from the board and its audit, nomination and remuneration committees with effect from 5 February 2026, stating he wishes to focus on other business development and has no disagreement with the board or the company.
His departure leaves the company temporarily out of compliance with several Hong Kong Stock Exchange Listing Rules, including requirements for the minimum number and proportion of independent non-executive directors, the composition of key board committees, and gender diversity on the board. Graphex plans to appoint new independent non-executive directors and restore full compliance within three months, and states that day-to-day operations are continuing normally.
Positive
- None.
Negative
- Governance non-compliance with HKEX rules: Following the resignation of independent non-executive director Mr. Wang, Graphex’s board and key committees no longer meet several Hong Kong Listing Rule requirements on independent director numbers, committee composition, and gender diversity, introducing a period of regulatory non-compliance until replacements are appointed.
Insights
Director resignation triggers temporary governance non-compliance, with a stated plan to restore it within three months.
The resignation of independent non-executive director Mr. Wang Yuncai removes a long-serving board member who also sat on the audit, nomination and remuneration committees. The company explicitly notes he has no disagreement with the board and is leaving to pursue other business development.
His departure causes non-compliance with multiple HKEX Listing Rules, including the minimum number and proportion of independent non-executive directors, and the composition of key board committees, as well as gender diversity requirements. The company states it will identify suitable candidates and aims to regain full compliance within three months from
The company also states that operational activities are being carried out normally and will not be adversely affected by the resignation or the compliance process. Subsequent announcements under the Listing Rules may provide updates once replacement independent directors are appointed and committee structures are restored.
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 February 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 | |
| Changes in Management | 3 | |
| Other Matters | 3 | |
| Signatures | 4 | |
| Exhibit Index | 5 |
| 2 |
Changes in 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.
Other Matters
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.
| 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: February 5, 2026
| 4 |
EXHIBIT INDEX
| Exhibit No. | Exhibit | |
| 99.1 | Announcement regarding the resignation of independent non-executive director and non-compliance with the listing rules resignation of independent non-executive director | |
| 99.2 | Voluntary announcement in order to update the Shareholders about the Group’s business development dated 3 February, 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 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
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6128)
RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND
NON-COMPLIANCE WITH 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 requirement under Rule 3.10(1) of the Listing Rules which stipulates that the board must include at least three independent non-executive directors; | |
| (ii) | The requirement under Rule 3.10A of the Listing Rules which stipulates that the number of independent non-executive Directors must represent at least one-third of the Board; | |
| (iii) | The requirement under Rule 3.21 of the Listing Rules which stipulates that the audit committee must comprise a minimum of three members; | |
| (iv) | The requirement under Rule 3.25 of the Listing Rules which stipulates the composition requirements and the terms of reference of the Remuneration Committee; | |
| (v) | The requirement under Rule 3.27A of the Listing Rules which stipulates the composition requirements and the terms of reference of the Nomination Committee; | |
| (vi) | The requirement under Rule 13.92(2) of the Listing Rules which stipulates that the board must 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 Board | |
| Graphex Group Limited | |
| Lau Hing Tat Patrick | |
| Chairman |
Hong Kong, 5 February 2026
As at the date of this announcement, the executive Directors are Mr. Lau Hing Tat Patrick, Mr. Chan Yick Yan Andross and Mr. Qiu Bin; the non-executive Director is Mr. Ma Lida; and the independent non-executive Director is Mr. Liu Kwong Sang.
FAQ
What did Graphex Group Limited (GRFXF) announce in this 6-K filing?
Why did Graphex Group Limited’s independent non-executive director resign?
How does Mr. Wang’s resignation affect Graphex Group Limited’s compliance with HKEX rules?
Will Graphex Group Limited’s operations be affected by the board changes?
What steps is Graphex Group Limited taking to address the Listing Rules non-compliance?
How long had Mr. Wang served on the Graphex Group Limited board?
