Graphex Group Limited Announces Voluntary Termination of American Depositary Shares (ADS) Programme

Key Highlights

• Graphex Group Limited (HKSE: 6128) has decided to voluntarily terminate its sponsored American Depositary Shares (ADS) programme in the United States.
• The ADSs, each representing 20 Ordinary Shares of the Company, are currently traded on the OTC Expert Market under the symbol “GRFXY”.
• The termination process will formally conclude on 14 July 2026, 5:00 p.m. U.S. Eastern Time.
• This move follows the delisting of Graphex’s ADSs from the NYSE American LLC in May 2025 and their subsequent trading on the OTC Expert Market.
• The Company will maintain its Ordinary Shares’ listing and trading on the Hong Kong Stock Exchange (HKSE: 6128).

Details and Background

Graphex Group Limited, incorporated in the Cayman Islands, initiated its ADS programme in October 2020, with its ADSs admitted for trading on the OTCQX market. In August 2022, the Company completed a public offering of 5,400,000 ADSs, which subsequently traded on the NYSE American LLC stock exchange. On 26 March 2025, Graphex consolidated its shares, converting every 5 ordinary shares with a par value of HK\$0.001 each into 1 consolidated share with a par value of HK\$0.05 each. Following this, the NYSE American LLC suspended trading in May 2025, and delisted the ADSs later that month. The ADSs have since been traded on the OTC Expert Market.

The Company’s board evaluated several factors before deciding to terminate the ADS programme, including:

• A small percentage of the Company’s total share capital is represented by ADSs.
• Low trading volume of ADSs compared to the Company’s Ordinary Shares on the Hong Kong Stock Exchange.
• Expectation that the Hong Kong Stock Exchange will sufficiently meet the Company’s fundraising and global investment needs.

On 10 April 2026, Graphex notified The Bank of New York Mellon (the ADS depositary) of its intention to terminate the deposit agreement. The depositary formally informed ADS holders on 16 April 2026, setting 14 July 2026 as the termination date.

Important Information for Shareholders

• Until 14 July 2026, ADS holders may continue to exchange their ADSs for Ordinary Shares of the Company.
• After the termination date, any remaining ADSs are expected to be sold by the depositary, with net proceeds (after expenses) distributed to the respective ADS holders as per the terms of the deposit agreement.
• The Company will continue to publish all material information in English on its website, consistent with its disclosures to the Hong Kong Stock Exchange, ensuring ongoing transparency for global investors.
• The Company emphasizes its commitment to protecting investor interests and will handle all relevant matters appropriately.

Potential Share Price Impact

This announcement may be considered price-sensitive for several reasons:

• The termination of the ADS programme signifies Graphex’s strategic withdrawal from the U.S. capital market, consolidating its trading activities and investor focus in Hong Kong.
• Shareholders should be aware that the liquidity of their investment via ADSs in the U.S. will cease after July 2026, potentially impacting overseas investor sentiment and trading volumes.
• The Company’s rationale for this move signals confidence in the Hong Kong market’s ability to meet its capital and investor needs, which may be perceived positively or negatively depending on market outlook.

Forward-Looking Statements and Caution

The announcement contains forward-looking statements regarding the Company’s future operations and anticipated outcomes, which are subject to risks, uncertainties, and assumptions. Actual results may differ materially from those expressed or implied. The Company does not undertake to update these statements except as required by law.

Management and Governance

As of 17 April 2026, the Board of Directors comprises:

• Executive Directors: Mr. Lau Hing Tat Patrick (Chairman), Mr. Chan Yick Yan Andross, Mr. Qiu Bin, Mr. Zhao Aiyong
• Non-Executive Director: Mr. Ma Lida
• Independent Non-Executive Directors: Mr. Liu Kwong Sang, Mr. Ren Chunyu

Disclaimer

This article is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Graphex Group Limited, including its American Depositary Shares. Shareholders and potential investors are advised to exercise caution when trading the Company’s securities. Please refer to official Company communications and consult professional advisors for investment decisions.

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