Graphex Group Limited SEC Filings

Graphex Group Limited has outlined a proposal to change its legal domicile from the Cayman Islands to Hong Kong under The Companies (Amendment) (No. 2) Ordinance 2025. The move would include adopting new articles of association compliant with Hong Kong law, replacing the existing Cayman documents.

The change of domicile and adoption of the new articles will only proceed if approved by shareholders at an extraordinary general meeting and after satisfying conditions described in the company’s circular. The company states the move will not alter its assets, operations, management, or Hong Kong listing status, and will not involve issuing new shares or changing existing shareholdings.

Graphex Group Limited has filed a Form 6-K to furnish Hong Kong documents for its 2026 annual general meeting (AGM). Shareholders will vote on renewing a Repurchase Mandate allowing the company to buy back up to 10% of its shares and a Share Issue Mandate permitting new share issuance up to 20%, with an additional extension equal to any shares repurchased. As of the latest practicable date, 941,313,336 shares were in issue. The AGM will also consider re-electing three directors, approving directors’ remuneration, and re-appointing Crowe (HK) CPA Limited as auditor. The filing also details record dates and proxy/voting arrangements for both Hong Kong shareholders and ADS holders.

Graphex Group Limited has filed a Form 6-K to furnish Hong Kong documents for its 2026 annual general meeting (AGM). Shareholders will vote on renewing a Repurchase Mandate allowing the company to buy back up to 10% of its shares and a Share Issue Mandate permitting new share issuance up to 20%, with an additional extension equal to any shares repurchased. As of the latest practicable date, 941,313,336 shares were in issue. The AGM will also consider re-electing three directors, approving directors’ remuneration, and re-appointing Crowe (HK) CPA Limited as auditor. The filing also details record dates and proxy/voting arrangements for both Hong Kong shareholders and ADS holders.

Graphex Group Limited is voluntarily terminating its sponsored American Depositary Shares (ADS) program in the United States. One ADS currently represents 20 ordinary shares traded on the Hong Kong Stock Exchange.

The Bank of New York Mellon will end the deposit agreement at 5:00 p.m. U.S. Eastern Time on July 14, 2026. ADS holders have until at least July 17, 2026 to surrender ADSs for the underlying ordinary shares, paying a cable fee of $17.50 plus a cancellation fee of up to $0.05 per ADS and any applicable taxes or charges. After that, the depositary may sell remaining underlying shares and distribute net cash proceeds to ADS holders. Graphex’s ordinary shares will continue to trade on the Hong Kong Stock Exchange, and the company plans to keep publishing its Hong Kong disclosures in English on its website.

Graphex Group Limited is voluntarily terminating its sponsored American Depositary Shares (ADS) program in the United States. One ADS currently represents 20 ordinary shares traded on the Hong Kong Stock Exchange.

The Bank of New York Mellon will end the deposit agreement at 5:00 p.m. U.S. Eastern Time on July 14, 2026. ADS holders have until at least July 17, 2026 to surrender ADSs for the underlying ordinary shares, paying a cable fee of $17.50 plus a cancellation fee of up to $0.05 per ADS and any applicable taxes or charges. After that, the depositary may sell remaining underlying shares and distribute net cash proceeds to ADS holders. Graphex’s ordinary shares will continue to trade on the Hong Kong Stock Exchange, and the company plans to keep publishing its Hong Kong disclosures in English on its website.

Graphex Group Limited reports that The Stock Exchange of Hong Kong has granted a waiver extending its grace period to appoint a female Independent Non-Executive Director. The deadline is moved from 9 April 2026 to 30 June 2026 so the Company can re-comply with HKSE Listing Rules on board independence, audit committee size and gender diversity.

Graphex Group Limited reports that The Stock Exchange of Hong Kong has granted a waiver extending its grace period to appoint a female Independent Non-Executive Director. The deadline is moved from 9 April 2026 to 30 June 2026 so the Company can re-comply with HKSE Listing Rules on board independence, audit committee size and gender diversity.

Graphex Group Limited reported sharply weaker 2025 results with a material going concern warning. Revenue fell to HK$137.6 million, down about 27% from 2024, as graphene products sales dropped 36% and landscape architecture revenue declined 11% amid tougher competition and a weaker property market.

Loss attributable to owners widened to HK$364.6 million, driven by heavy non-cash charges including HK$101.9 million goodwill impairment and HK$174.3 million impairment on intangible assets. Basic loss per share increased to HK(54.6) cents from HK(32.2) cents (restated).

Net assets shrank to HK$41.3 million from HK$280.4 million, while total assets dropped 33% to HK$541.9 million. Cash and bank balances were HK$27.3 million against debt of HK$223.6 million, producing a current ratio of 0.58x and a gearing ratio of about 541.5%. Auditors highlighted a material uncertainty related to going concern.

Graphex Group Limited reported sharply weaker 2025 results with a material going concern warning. Revenue fell to HK$137.6 million, down about 27% from 2024, as graphene products sales dropped 36% and landscape architecture revenue declined 11% amid tougher competition and a weaker property market.

Loss attributable to owners widened to HK$364.6 million, driven by heavy non-cash charges including HK$101.9 million goodwill impairment and HK$174.3 million impairment on intangible assets. Basic loss per share increased to HK(54.6) cents from HK(32.2) cents (restated).

Net assets shrank to HK$41.3 million from HK$280.4 million, while total assets dropped 33% to HK$541.9 million. Cash and bank balances were HK$27.3 million against debt of HK$223.6 million, producing a current ratio of 0.58x and a gearing ratio of about 541.5%. Auditors highlighted a material uncertainty related to going concern.

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 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 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 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 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 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.

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.

Graphex Group Limited filed a Form 6-K noting it has published an HKSE announcement covering a disclosable transaction related to an equipment purchase agreement and a business update. The update highlights the Company’s participation and sponsorship in two research projects led by Nano and Advanced Materials Institute Limited (NAMI) under Hong Kong’s Innovation and Technology Commission.

The NAMI projects focus on a solution-based carbon coating process for natural graphite anode material and a microporous carbon sphere for fast-charging nano silicon-based composite anodes. The filing states this information is for informational purposes only and is qualified in its entirety by the attached announcement.