Graphex Group Limited Proposes Change of Domicile from Cayman Islands to Hong Kong

Key Highlights of the Announcement

• Proposed Change of Domicile: Graphex Group Limited (“the Company”, Stock code: 6128) has announced a proposal to re-domicile from the Cayman Islands to Hong Kong. This move is to be executed under the newly enacted “The Companies (Amendment) (No. 2) Ordinance 2025” in Hong Kong.
• Regulatory Process: The process involves applying to the Hong Kong Companies Registry for re-domiciliation and subsequently seeking deregistration in the Cayman Islands after obtaining the certificate of re-domiciliation.
• Adoption of New Articles of Association: The Board will propose the adoption of new Articles of Association, compliant with Hong Kong laws, to replace the existing Memorandum and Articles of Association. This will be subject to further announcements once details are available.
• Shareholder Approval Required: The proposed change is subject to approval by shareholders via special resolutions at an Extraordinary General Meeting (EGM). The circular for the EGM will provide full details and is pending regulatory and legal consultations.

Potential Price Sensitive Information for Shareholders

• Impact on Corporate Structure and Operations: The Company emphasizes that the change of domicile will not affect the underlying assets, investments, management, or financial position of the Group. There will be no change in shareholding structure, no issuance of new shares, and no transfer of assets. The business continuity and the listing status on the Hong Kong Stock Exchange (“HKEX”) will remain unaffected.
• Share Certificates: Existing share certificates will continue to be valid for trading and settlement after the change. Shareholders are not required to exchange their certificates unless otherwise specified.
• Conditions for the Change: The change of domicile is conditional upon:
  • Shareholder approval at the EGM,
  • Compliance with all relevant Cayman Islands and Hong Kong legal procedures, and
  • Receiving all necessary approvals from regulatory authorities, including the certificate of re-domiciliation from the Hong Kong Companies Registry.

  Important: There is a risk that the change of domicile may not proceed if these conditions are not met.

Strategic Rationale Behind the Change

• Hong Kong’s New Re-domiciliation Regime: The Hong Kong government has implemented a company re-domiciliation regime effective from 23 May 2025, providing a straightforward, accessible, and cost-effective route for non-Hong Kong corporations to transfer their domicile while maintaining legal identity and business continuity.
• Benefits to the Company: As Graphex is already listed on HKEX and operates primarily in Hong Kong, re-domiciling will:
  • Reduce the complexity of multinational compliance,
  • Streamline the legal entity structure, and
  • Lower compliance costs associated with maintaining entities in multiple jurisdictions.
• Hong Kong’s Business Environment: The Board highlights Hong Kong’s tradition of rule of law, independent judiciary, simple taxation, efficient corporate governance, and its status as a leading international financial hub as key reasons for the move.
• Enhanced Investor Confidence: The Board believes re-domiciling will strengthen the Group’s local presence and enhance both local and international investor confidence, thus facilitating better communication with shareholders and the market.

Next Steps and Timeline

• The Company will make further announcements as more details become available and after legal and regulatory consultations are completed. These will include the full proposal for adopting the new Articles of Association and any other matters ancillary to the re-domiciliation.
• Once materialized, the EGM will be convened to approve the change and all related matters.

Warning and Shareholder Advisory

• Uncertain Outcome: The change of domicile is conditional and may not proceed if any of the requirements outlined above are not fulfilled.
• Shareholder Caution: Shareholders and potential investors are advised to exercise caution when dealing in the Company’s securities and to consult professional advisers if in doubt.

Conclusion

The proposed change of domicile from the Cayman Islands to Hong Kong is a significant strategic move that could have long-term benefits for Graphex Group Limited by simplifying corporate governance, reducing compliance costs, and enhancing investor confidence. This development is potentially price sensitive, as it may influence market perception regarding the Company’s governance and operational efficiency. Shareholders are urged to stay informed through upcoming announcements and participate in the decision-making process at the EGM.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. The proposed change of domicile is subject to regulatory, legal, and shareholder approval and may or may not proceed. Investors should seek independent professional advice before making any investment decisions.

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