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Graphex Group Limited reports changes to its board and committee structure and updates on compliance with Hong Kong Stock Exchange listing rules. Effective 25 March 2026, Mr. Zhao Aiyong has been appointed as an Executive Director, and Mr. Ren Chunyu as an Independent Non-Executive Director and member of the audit, nomination, and remuneration committees.
These appointments restore compliance with Listing Rules on the composition of the remuneration and nomination committees, which must be chaired by and mostly made up of independent non-executive directors. However, the company remains non-compliant with rules requiring a minimum number of independent non-executive directors, a larger audit committee, and gender diversity on the board, and it plans to appoint additional candidates to address these gaps.
Graphex Group Limited reported that shareholders approved an ordinary resolution at an extraordinary general meeting held on 20 March 2026, giving the board an 18‑month mandate linked to a possible asset disposal. The resolution, covering an agreement dated 1 December 2025 and a potential definitive agreement with a purchaser, received 240,347,027 votes in favour and none against. As of the meeting date, 941,313,336 shares were issued and entitled to vote, and no shareholders were required to abstain. The possible disposal will only proceed if the purchaser exercises its option within the option term, so the transaction may or may not occur.
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.
Graphex Group Limited has called an extraordinary general meeting on 20 March 2026 to seek shareholder approval for an option structure that could lead to a very substantial disposal of its indirect wholly owned U.S. subsidiary, Graphex Technologies LLC.
Under a 1 December 2025 Option Purchase Agreement, its BVI subsidiary will grant M2i Global, Inc. an option, for US$500,000 in cash, to buy 100% of Graphex Technologies for total consideration of US$100,000,000, paid in cash and 29,000,000 M2i Global shares in three tranches. If completed, Graphex expects a significant gain, would exit the loss‑making U.S. unit, and continue to support M2i with technical know‑how, basic design and up to five years of technical support for a planned 50,000‑ton per year graphite anode plant in the United States.
Graphex Group Limited filed a Form 6-K to inform investors that it will further delay sending a shareholder circular related to a planned major transaction. The circular will cover an Option Purchase Agreement, a proposed mandate and a possible very substantial disposal involving the sale of an indirect wholly owned subsidiary. This circular was previously expected to be sent by 16 January 2026, but the company now expects to issue it on or before 13 February 2026 so it can prepare and finalize required information under Hong Kong listing rules.
The circular will also include the notice of an extraordinary general meeting and other mandated disclosures. The company emphasizes that this communication is for information only and does not constitute an offer to sell or a solicitation to buy any of its securities, including American Depositary Shares traded on the OTC Expert Market.
Graphex Group Limited reported the passing of Ms. Tam Ip Fong Sin, an independent non-executive director who also served as chairlady of the nomination and remuneration committees and was a member of the audit committee. She passed away on 10 January 2026.
Effective 14 January 2026, independent non-executive director Mr. Liu Kwong Sang has been appointed chairman of the Nomination Committee and the Remuneration Committee, filling the leadership roles previously held by Ms. Tam. The company notes that this update is based on an announcement published under the Hong Kong Stock Exchange Listing Rules and that the information is for informational purposes only and not an offer to sell or a solicitation to buy any of its securities, including American Depositary Shares traded on the OTC Expert Market.
Graphex Group Limited reports that a wholly owned subsidiary has granted M2i Global, Inc. an option to acquire 100% of the limited liability units of Graphex Technologies LLC. M2i Global agreed to pay option consideration of US$500,000 (about HK$3.9 million) in cash for the right to call for this sale during the option term, subject to conditions precedent.
If the option is exercised and the conditions are met, the purchaser may buy all of the units of Graphex Technologies LLC for sale consideration of US$100,000,000 (about HK$780 million), to be paid in cash and M2i Global shares. The contemplated definitive agreement includes a non‑compete by Graphex on specified graphite products in North America, Australia, New Zealand, Europe (including Ukraine), Japan, Korea and Africa, and technical support for up to five years after closing. Graphex also agreed not to solicit or enter into alternative sale agreements for these units while the option agreement is in effect, and there is no assurance that the option will be exercised or a definitive agreement completed.