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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.
Grande Group Limited reported a board change. After the earlier resignation of executive director Mr. Ying Wo Sammy Ho for personal reasons, the board appointed Ms. Sha Xia, age 30, as a director effective July 1, 2026 to fill the vacancy.
The company entered into an Employment Agreement with Ms. Xia, under which she will receive an annual salary of HK$180,000 (approximately US$23,077) for her service as director. The filing notes there is no disagreement with the company tied to Mr. Ho’s resignation and no family relationships between Ms. Xia and existing officers or directors.
Grande Group Ltd/HK’s controlling shareholders updated their ownership and control structure in this Schedule 13D/A. Grande Holding Limited continues to hold 15,194,000 Class A Ordinary Shares, representing about 76.33% of the 19,906,250 shares outstanding. On June 17, 2026, Grande Holding issued 10 of its 110 shares to Tianhang Zhao for US$1.10 million, and she became its sole director, giving her shared voting and dispositive power over Grande Group’s 15,194,000 shares.
On the same date, CEO and chair Yujie Chen resigned as a director of Grande Holding, so she no longer has voting or dispositive power over these shares and is no longer deemed a beneficial owner above 5%. A US$9.5 million Promissory Note was also secured by a Share Charge pledging 100 of Grande Holding’s 110 shares (about 90.91%) to LHS Prime Limited, although voting rights remain with the pledgors unless an enforcement event occurs.
Grande Group Limited reported a board change. On April 15, 2026, executive director Mr. Ying Wo Sammy Ho resigned from the Board of Directors, effective the same day. The company states his resignation is for personal reasons and confirms it does not result from any disagreement with the company or the Board.
Grande Group Limited, whose principal executive office is in Hong Kong, is providing detailed financial information related to its previously disclosed acquisition of Proplus Company Limited. The company is furnishing unaudited interim condensed consolidated financial statements for the six months ended September 30, 2025 and 2024, which show its own recent performance.
It is also providing audited financial statements of Proplus for the years ended September 30, 2025 and 2024, along with unaudited pro forma condensed combined financial information. These materials help readers see how Grande Group and Proplus would look on a combined basis following this significant acquisition, in line with Regulation S-X requirements.