Grande Group Limited filings document foreign issuer reporting for a Hong Kong financial services company with Class A ordinary shares listed on Nasdaq. The record includes Form 6-K current reports, financial results, unaudited interim condensed consolidated financial statements, capital-structure disclosures, material-event reports, and governance updates.
The company’s disclosures also cover acquisition-related financial statements and unaudited pro forma combined information for Proplus Company Limited, as well as material agreements, shareholder voting matters, and board composition changes. Registration and prospectus materials describe the company’s public offering structure and its regulated corporate finance advisory and IPO sponsor business conducted through Grande Capital Limited.
Grande Group Ltd/HK (GRAN) announced a CFO transition: Ms. Ka Yan Ying resigned effective October 29, 2026, and Ms. Ching Man Tam was appointed effective that date. Ms. Ying said her resignation was for personal reasons and not due to a disagreement with the company.
Ms. Tam’s employment begins October 30, 2026, under an initial one-year term that automatically extends for successive one-year terms unless either party terminates it with three months’ advance notice. Her annual compensation is HK$120,000 (approximately US$15,300), payable monthly. She has over 12 years of audit and accounting experience and has served as an audit supervisor at Aoba CPA Limited since April 2017.
Grande Group Limited (GRAN) shareholders approved all three resolutions at the EGM and the Class A and Class B meetings. The approved Class B rights variation changes voting power from 20 to 100 votes per share and removes each Class B share’s right to participate in dividends and distributions of surplus assets on liquidation.
Shareholders also approved the fourth amended and restated memorandum and articles, effective when successfully filed and registered with the Registrar of Corporate Affairs in the British Virgin Islands. They approved allotting and issuing 7,000,000 Class B shares to Grande Holding Limited for an aggregate consideration of US$70, immediately following completion of the matters in Resolutions 1 and 2. The condition requiring approval of each resolution at all three meetings was satisfied.
Grande Group Ltd/HK (GRAN) disclosed that Henry Cheuk Sang Wong resigned as an Independent Non-Executive Director effective October 15, 2026, along with his roles as chair of the audit committee and member of the compensation and nominating committees. The company said his resignation was not due to disagreement with the company or board on operations, policies, or practices.
The board appointed Leung Lau to those positions effective October 16, 2026, and determined he meets applicable Nasdaq independence requirements and Rule 10A-3 requirements for audit committee membership. Lau has over 15 years of audit, accounting, and financial management experience. Under his offer letter, he will receive HK$120,000 annually (approximately US$15,385), payable monthly, plus reimbursement of reasonable expenses incurred performing his duties.
Grande Group Ltd/HK (GRAN) is asking shareholders to approve a change that would raise Class B voting power from 20 to 100 votes per share and remove Class B holders’ rights to dividends and distributions of surplus assets on liquidation. Proposal 2 would replace the existing articles with a fourth amended and restated memorandum and articles, if Proposal 1 is also approved; the new terms would take effect once successfully filed and registered.
A third proposal would allot and issue 7,000,000 Class B Shares to Grande Holding Limited for aggregate consideration of US$70, immediately after Proposals 1 and 2 are completed. Each proposal is conditional on approval at the relevant Class A and Class B meetings and by shareholders voting as a single class at the extraordinary meeting. The extraordinary meeting is scheduled virtually for October 21, 2026. As of September 23, 2026, 19,985,090 Class A Shares and 5,000,000 Class B Shares were issued and outstanding.
Grande Group Limited (GRAN) reports leadership and board changes. Chief Executive Officer Yujie Chen resigned from the CEO role effective September 7, 2026, for personal reasons and will continue as a director and Chairperson of the Board. On September 7, 2026, the Board and its committees approved the appointment of Shihao Liu as Director and Chief Executive Officer, effective September 8, 2026, under an employment agreement providing an annual salary of HK$120,000 (approximately US$15,385). The Board also increased its size by one seat and appointed Ronger Fu, age 32, as an independent director effective September 8, 2026; she will serve on the audit, compensation, and nominating committees, and has been determined to be independent under Nasdaq rules.
Grande Group Limited (GRAN) filed an F‑1 to register for resale up to 50,000,000 Class A Ordinary Shares that may be issued to White Lion Capital under a US$40,000,000 equity line of credit, plus up to US$400,000 of commitment shares.
The company itself is not selling shares in this resale and receives no proceeds from investor resales, but may raise up to US$40 million by issuing new shares to White Lion at discounts tied to market prices, creating potentially significant dilution. At an assumed US$1.30 price, 30.8 million new shares would be issued, taking Class A outstanding to about 50.7 million. Revenue fell to US$2.58 million in the year ended March 31, 2026, with a US$3.6 million loss before tax and a US$1.9 million goodwill impairment after acquiring Proplus. Operations are conducted through Hong Kong and Mainland China subsidiaries, with extensive disclosure of evolving PRC cybersecurity and overseas listing rules that could, if applied in the future, affect operations, capital-raising and the value of GRAN’s shares.
Grande Group Limited, a British Virgin Islands holding company, operates through subsidiaries in Hong Kong and Mainland China. These entities provide corporate finance and related services. As of March 31, 2026 it had 19,906,250 Class A and 5,000,000 Class B ordinary shares outstanding, with Hong Kong dollar and Renminbi balances translated into U.S. dollars.
The report highlights significant legal, regulatory and political risk from PRC and Hong Kong oversight. Changing cybersecurity, data and securities regimes, possible CAC and CSRC reviews, and any extension of Mainland rules to Hong Kong could disrupt operations, constrain capital raising or cross‑border cash flows and affect Class A share value.
Performance is closely tied to Hong Kong capital markets: 81.43% of revenue in the period came from Hong Kong operations, and the top five clients contributed 72.2% of 2026 revenue. Project‑based, non‑recurring mandates, concentration in construction‑sector IPO sponsorships, strict HKSFC capital requirements, intense competition and Hong Kong dollar exchange‑rate risk all add volatility to earnings and cash flow.
Grande Group Limited, a British Virgin Islands company listed on the Nasdaq Capital Market, has elected to rely on the Nasdaq home country rule exemption under Listing Rule 5615(a)(3). As a foreign private issuer, it will follow BVI corporate governance practices instead of certain Nasdaq Marketplace Rule 5600 Series requirements.
The election covers Rule 5635(a) on share issuances for acquisitions, 5635(b) on change-of-control issuances, 5635(c) on equity-based compensation to officers, directors, employees or consultants, and 5635(d) on private issuances of at least 20% of voting power below a defined minimum price. The company states that, apart from these exemptions, its corporate governance practices do not differ significantly from those required of domestic U.S. Nasdaq issuers.
Grande Group Limited entered into an Ordinary Share Purchase Agreement with White Lion Capital, LLC on July 16, 2026. The arrangement permits the company, over a period of up to 36 months from that date, to require White Lion to purchase newly issued Class A ordinary shares for an aggregate gross purchase price of up to 40,000,000, by delivering purchase notices at its discretion.
The purchase price per share will be set according to pricing mechanisms in the agreement, referencing either the average of the four lowest traded prices during a specified rapid valuation period or 97% of the lowest daily volume-weighted average price during a VWAP purchase valuation period. Grande Group also signed a registration rights agreement under which it will file a registration statement on Form F-1 or Form F-3 to register the resale of the investor’s registrable securities within 30 calendar days after filing its Form 20-F for the year ended March 31, 2026.