NYSE American Delisting Action Has No Effect on the Trading of the Ordinary Shares on the Stock Exchange of Hong Kong

Rhea-AI Summary

Graphex Group Limited (GRFX) has been delisted from the NYSE American exchange due to non-compliance with filing requirements, specifically failing to submit its Form 20-F for 2023 by the May 15, 2025 deadline. Trading of its American Depositary Shares (ADSs) was suspended on May 14, 2025, and will now move to the OTC Expert Market.

The company's ADSs represent approximately 5.5% of outstanding ordinary shares (51,605,000 ADSs). The delisting does not affect trading of ordinary shares on the Hong Kong Stock Exchange or the company's previously announced Rights Offering. Graphex Group has engaged SFAI MALAYSIA PLT as its new PCAOB registered auditor and expects to complete audits for 2023 and 2024 by June 30, 2025. The company is considering appealing the NYSE's delisting decision.

Positive

• Company continues to trade normally on the Hong Kong Stock Exchange (HKSE)
• Only 5.5% of outstanding shares are affected as ADSs
• Rights Offering and business operations remain unaffected
• Company is compliant with HKSE listing obligations and IFRS reporting

Negative

• Delisting from NYSE American due to failure to file Form 20-F
• ADSs moved to OTC Expert Market with limited trading and potential reduced liquidity
• Delayed financial audit completion by PCAOB registered firm
• No guarantee of successful appeal or relisting on NYSE American

Insights

Securities Market Specialist

NYSE delisting of Graphex ADSs creates significant liquidity concerns, though Hong Kong trading remains unaffected; audit delays indicate serious compliance issues.

The NYSE American exchange has delisted Graphex Group's American Depositary Shares (ADSs) and suspended trading under ticker GRFX as of May 14, 2025. This action stems from the company's failure to file its Form 20-F for the year ended December 31, 2023, placing it in non-compliance with Sections 134 and 1101 of the NYSE American Company Guide.

The delisting has significant implications for ADS holders. These securities now trade on the OTC Expert Market, a substantially less liquid platform than the NYSE. This transition will likely reduce trading volume and visibility, potentially depressing ADS prices. The company explicitly acknowledges it cannot assure continued trading on this market or sufficient liquidity.

While the ordinary shares will continue trading normally on the Hong Kong Stock Exchange (HKSE: 6128), the ADS delisting affects approximately 51,605,000 outstanding ADSs representing about 5.5% of the company's ordinary shares. The root cause appears to be incomplete PCAOB-registered financial audits, despite engaging SFAI MALAYSIA PLT in March 2025. Graphex expects to complete its 2023 and 2024 audits by June 30, 2025, but this projection comes after missing previous deadlines.

A critical distinction exists between the company's U.S. and Hong Kong reporting: Graphex claims full compliance with HKSE listing obligations, having filed IFRS-compliant financial statements audited by Crowe (HK) CPA. While the company is considering an appeal of the NYSE determination, investors should recognize that successful relisting on the NYSE remains uncertain.

Hong Kong, May 15, 2025 (GLOBE NEWSWIRE) -- Graphex Group Limited (“Graphex Group” or the “Company”) (HKSE: 6128)) announced today that the NYSE American LLC (the “New York Exchange”) has issued a delisting letter for its American Depositary Shares (ADSs) and suspended trading with the symbol “GRFX” as of May 14, 2025. As previously reported, the Company is not in compliance with Sections 134 and 1101 of the NYSE American Company Guide (“Company Guide”) since it failed to timely file with the Securities and Exchange Commission (“SEC”) its Form 20-F for the year ended December 31, 2023 (the “Delayed Filing”) and that the period granted by the New York Exchange to complete the Delayed Filing was May 15, 2025. The ADSs will now trade on the OTC Expert Market operated by the OTC Markets Group, Inc.

The OTC Expert Market is a significantly more limited market than the NYSE, and quotation on the OTC Expert Market will likely result in a less liquid market for existing and potential holders of the ADS and could depress the trading price. The Company can provide no assurance that the ADS will trade or continue to trade on this market, whether broker-dealers will provide public quotes, or whether the trading volume will be sufficient to provide for an efficient trading market.

The ordinary shares of Graphex Group will continue to trade on The Stock Exchange of Hong Kong Limited. Trading of the ordinary shares on the HKSE is not affected. Additionally, there is no effect on the closing of the previously reported Rights Offering or our business operations. As of May 13, 2025, there are approximately 51,605,000 outstanding ADSs representing approximately 5.5% of the ordinary shares that are issued and outstanding, after giving effect to the closing of the Rights Offering.

Graphex Group was not able to remedy the Delayed Filing by May 15, 2025 in large part because the financial audit by a PCAOB registered audit firm for the fiscal year has not been completed. As previously reported in its Report on Form 6-K filed March 4, 2025, Graphex Group engaged SFAI MALAYSIA PLT (“SFAI”) to serve as its new independent PCAOB registered public accounting firm for its U.S. GAAP consolidated financial statements. Graphex Group continues to work with this audit firm to complete this audit but was not able to complete the audit by May 15, 2025. There are no disagreements with this audit firm with respect to the financial statements. Graphex Group continues to work with this audit firm and expects that the audits and the annual reports on Form 20-F for fiscal years 2023 and 2024 will be completed on or about June 30, 2025, which is approximately 90 days after SFAI was appointed as the Company’s PCAOB registered audit firm.

Graphex Group complies fully with the HKSE listing obligations, including the timely filing of an audit of its financial statements prepared in accordance with International Financial Reporting Standards (IFRS) by Crowe (HK) CPA. These financial statements as well as the annual reports for Graphex Group have been filed with Commission on Reports on Form 6-K and are available at SEC.gov. Graphex Group recommends that investors review the current financial information that is available through its filings with the HKSE.

The Company has the right to appeal the determination of the staff of the Regulation of the New York Exchange and the Company is considering such action. If the Company is successful in any such appeal, the New York Exchange may resume trading of the ADS; however until such time, trading will remain suspended. There is no assurance that any such appeal will be successful or the ADSs will be relisted on the New York Exchange.

About Graphex

Graphex is a multinational technology company focused on the development of technologies and products to enhance renewable energy, particularly the refining of natural spherical graphite, synthetic graphite, and graphene-related products - key components in EVs/Lithium-ion batteries as well as in other uses. Graphex has extensive commercial experience in the deep processing of graphite and producing battery grade graphite anode material. Current production is 10,000 tonnes per annum (tpa) with a current expansion underway to increase production to 50,000 tpa within the next 18 months, to 100,000 tpa over the next 36 months, and to 150,000 tpa or more by 2030.

Graphex is currently among the top suppliers of specialized graphite anode material to the EV and renewable energy industries and holds patents in areas including products, production methods, machinery design, and environmental protection. Graphex’s strategy is to expand its operations globally to support energy transition and electrification efforts worldwide.

To learn more about Graphex please visit www.graphexgroup.com.

Forward Looking Statements

All statements contained in this presentation other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the safe harbor in Section 27A and 21E of the Securities Act of 1933 and the Securities Exchange act of 1934, respectively. You can identify some of these forward looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely,” “potential,” “continue” or other similar expressions. We have based these forward looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short term and long-term business operations and objectives, and financial needs. These forward looking statements involve various risks and uncertainties.

Contacts

Corporate:
Graphex Group
info@graphexgroup.com
www.graphexgroup.com 

FAQ

Why was Graphex Group (GRFX) delisted from NYSE American?

Graphex Group was delisted for failing to timely file its Form 20-F for 2023 by May 15, 2025, violating Sections 134 and 1101 of the NYSE American Company Guide.

What happens to Graphex Group's ADSs after NYSE American delisting?

The ADSs will trade on the OTC Expert Market, which offers significantly limited trading and potentially reduced liquidity compared to NYSE American.

Does the NYSE American delisting affect Graphex Group's Hong Kong listing?

No, the delisting has no effect on the trading of ordinary shares on the Hong Kong Stock Exchange (HKSE), where the company remains fully compliant.

When will Graphex Group complete its delayed financial audits?

The company expects to complete its 2023 and 2024 audits by June 30, 2025, approximately 90 days after appointing SFAI MALAYSIA PLT as its PCAOB registered auditor.

What percentage of Graphex Group shares are affected by the NYSE delisting?

Approximately 5.5% of outstanding shares are affected, representing about 51,605,000 ADSs.