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 OF THE SECURITIES
EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number 001-42483
TJGC GROUP LIMITED
(Translation of registrant’s name into
English)
Unit F, 12/F Kaiser Estate Phase 1
41 Man Yue Street Hunghom, Kowloon, Hong Kong
(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 ☐
Entry into a Material Definitive Agreement; Business Update
On September 16, 2026, TJGC Group Limited (the "Company")
entered into an Appointment, Business Transformation and Equity Incentive Agreement (the "Agreement") with Mr. Kalvin Kwok,
pursuant to which, among other things: (i) Mr. Kwok was appointed as an executive director of Tongjiang Group Limited, a wholly-owned
subsidiary of the Company incorporated in Hong Kong (the "Subsidiary"), to lead the transition of the Subsidiary's business
to the trading and assembly of artificial intelligence hardware components (the "New Business"); (ii) Mr. Kwok undertook to
use his best efforts and to make available to the Subsidiary his existing customer resources, supplier relationships and assembly channels
for the New Business; and (iii) the Company agreed, as an equity incentive and for nil consideration, to transfer to Mr. Kwok forty-nine
percent (49%) of the issued share capital of the Subsidiary, to be constituted as a class of shares carrying rights to dividends and other
distributions only and no voting rights, upon the signing of the Subsidiary's first binding purchase order for the New Business and subject
to the conditions set out in the Agreement; and (iv) after the Subsidiary has been in operation for three months, the Company may, at
its discretion and subject to the approval of its board of directors, provide investment or lend funds to the Subsidiary for the procurement
of machinery and equipment for the New Business, on terms to be determined by the Company and documented in a separate investement or
loan agreement. The rights attaching to such shares, including any vesting, accrual or deferral of dividend and distribution rights, will
be determined by the Company and set out in the amended articles of association of the Subsidiary.
On September 16, 2026, the Company issued a press release announcing
the transaction. A copy of the press release is furnished as Exhibit 99.1 to this report.
EXHIBIT INDEX
| Exhibit Number | |
Description |
| 99.1 | |
Press Release of TJGC Group Limited dated September 16, 2026 |
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.
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Date: September 16, 2026 |
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TJGC GROUP LIMITED |
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By: |
/s/ Bin Guo |
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Name: |
Bin Guo |
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Title: |
Chief Executive Officer |
Exhibit 99.1
TJGC Group Limited Appoints Electronics Manufacturing
Veteran Kalvin Kwok as Executive Director of Subsidiary to Lead Strategic Expansion into AI Hardware Components
Mr. Kwok’s Three Decades of Electronics
Manufacturing and Factory Operations Experience Position Tongjiang Group to Capture Growing Global Demand for AI and Data-Center Hardware
HONG KONG, Sept. 16, 2026 (GLOBE NEWSWIRE) -- TJGC Group Limited
(Nasdaq: TJGC) (the “Company”) today announced the appointment of Mr. Kalvin Kwok as an executive director of Tongjiang
Group Limited, the Company’s wholly-owned Hong Kong subsidiary (“Tongjiang” or the “Subsidiary”),
effective September 16, 2026. The appointment was made under an Appointment, Business Transformation and Equity Incentive Agreement
and marks the formal launch of Tongjiang’s business in the sourcing, trading and assembly of high-performance PC and
data-center components, including DRAM, SSDs, CPUs and integrated circuits.
As global demand for AI computing continues to accelerate, the buildout
of data-center infrastructure is driving structural growth in demand for memory modules and related hardware components. The Company believes
that Mr. Kwok’s appointment, together with the customer resources, supplier relationships and assembly channels that Mr. Kwok has
committed to make available to Tongjiang, positions the Subsidiary to execute on this opportunity from day one.
Mr. Kwok brings over 30 years of hands-on experience in the electronics
manufacturing and processing industry. Since beginning his career in 1996, he has played a pivotal role in establishing and optimizing
multiple electronics factories across Asia, and serves as chief consultant to a leading Korean electronics manufacturer, advising on factory
setup, operational systems implementation and process optimization.
Under the Agreement, and as an equity incentive and for nil consideration,
the Company agreed to transfer to Mr. Kwok forty-nine percent (49%) of the issued share capital of the Subsidiary upon the signing of
the Subsidiary’s first binding purchase order for the new business, subject to the conditions set out in the Agreement, including
approval by the Company’s board of directors. Such shares will be constituted as a class carrying rights to dividends and other
distributions only, with no voting rights, and the rights attaching to such shares (including any vesting or deferral of dividend rights)
will be determined by the Company and set out in the Subsidiary’s amended articles of association. The Company retains full control
of the Subsidiary, including all financial management, banking mandates and reserved corporate matters.
“We are thrilled to welcome Kalvin to the TJGC family at this
pivotal moment in our transformation,” said Bin Guo, Chief Executive Officer of the Company. “His three decades of manufacturing
leadership and his deep network across the electronics supply chain are exactly what Tongjiang needs to execute its AI hardware strategy.
The performance-based structure of this partnership ensures that incentives are fully aligned with delivery, while the Company retains
complete control over the operating subsidiary.”
“The AI infrastructure buildout is creating a once-in-a-generation
opportunity in memory module manufacturing and assembly,” said Mr. Kalvin Kwok. “TJGC’s listed-company platform, combined
with the customer pipeline and operational channels that I bring to Tongjiang, gives us a clear path to rapid, capital-efficient growth.
My first priority is execution — securing the first orders, standing up production, and building Tongjiang into a trusted supplier
in the AI hardware value chain, creating long-term sustainable value for the Company’s shareholders.”
About TJGC Group Limited
TJGC Group Limited, through its subsidiary, Ctrl Media Limited provides
integrated marketing and advertising services in Hong Kong. The company offers services to mobile game developers, principally developers
of mobile gaming applications that gamers download from the developers’ websites and applicable mobile operating systems, such as
Apple Store or Android Google Play Store. It also uses digital media, such as online social media platforms, websites, and search engines
over the Internet to broadcast advertising campaigns. In addition, the company undertakes contracts with YouTubers, KOLs and local celebrities
to film introductory gaming videos for broadcast in their personal blogs and social media platforms; offers physical media, including
podium platforms with transportation terminals and public venues to broadcast advertising campaigns; and assists clients in planning and
preparing their exhibition booths in the animation-comic-game and other offline marketing events. The company was formerly known as Ctrl
Group Limited and changed its name to TJGC Group Limited in November 2025. TJGC Group Limited was incorporated in 2022 and is based in
Hung Hom, Hong Kong.
Forward-Looking Statements
Certain statements contained in this press release about future expectations,
plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited
to, statements relating to the anticipated benefits of the transaction, the business transition of the Subsidiary and the expected performance
of the new business. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those
indicated by such forward-looking statements as a result of various important factors, including the uncertainties related to market conditions,
the completion of the conditions to the equity transfer described herein, and other factors discussed in the “Risk Factors”
section of the Company’s most recent annual report on Form 20-F and other filings with the Securities and Exchange Commission. Any
forward-looking statements contained in this press release speak only as of the date hereof, and the Company specifically disclaims any
obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
Email: project@ctrl-media.com
Phone: +852-3107-4887
Ctrl Media Limited
Contact: Investor Relations
