NYSE American Delisting Action Has No Effect on the Trading of the Ordinary Shares on the Stock Exchange of Hong Kong
MWN-AI** Summary
On May 15, 2025, Graphex Group Limited announced that its American Depositary Shares (ADS), trading under the symbol "GRFX" on NYSE American, were suspended due to non-compliance with SEC filing requirements. The company failed to submit its Form 20-F for the fiscal year ending December 31, 2023, and the given deadline to remedy this was May 15, 2025. As a result, Graphex's ADS will now trade on the OTC Expert Market, a less liquid platform that may adversely affect trading prices and accessibility for investors.
Despite this setback, Graphex Group reassured stakeholders that trading of its ordinary shares on The Stock Exchange of Hong Kong (HKSE) remains unaffected. Approximately 51.6 million ADSs represent around 5.5% of the company's total outstanding ordinary shares. The company noted that the delisting did not impact its ongoing business operations or the completion of a previously announced Rights Offering.
The core issue behind the delisting was the delay in completing the financial audit for the fiscal year, which was contracted to SFAI MALAYSIA PLT, a PCAOB-registered audit firm. Graphex anticipates finalizing the audits and submitting its annual report by June 30, 2025, and insists there are no disagreements regarding its financial statements.
Graphex is also evaluating the option to appeal NYSE American’s determination, although the outcome of such efforts remains uncertain. Meanwhile, the company continues to focus on its operations as a prominent player in technology development related to renewable energy, especially in producing graphite products essential for electric vehicles and lithium-ion batteries.
MWN-AI** Analysis
The recent delisting of Graphex Group Limited's American Depositary Shares (ADS) from NYSE American has generated notable market attention. While such events typically raise concern, it is important to note that trading of Graphex's ordinary shares remains unaffected on the Stock Exchange of Hong Kong (HKSE). Investors should consider several key factors when evaluating their positions in Graphex Group amid this development.
First and foremost, the delisting results from non-compliance with SEC filing requirements, primarily due to delays in financial audits. This has led to a suspension of trading for the ADS on the OTC Expert Market, characterized by lower liquidity and potentially higher volatility. Investors familiar with the OTC landscape should brace for wide bid-ask spreads and limited trading volumes, which can depress asset prices.
However, it is essential to contextualize this matter. Graphex Group continues to comply with HKSE regulations and has laid out a clear path to rectify its financial reporting issues. The company's engagement with a PCAOB-registered audit firm indicates a commitment to transparency and compliance, with an expected timeline to complete audits by June 30, 2025. As the company remains operationally robust and compliant with HKSE listing obligations, the risk of significant business disruption is mitigated.
Investors interested in the broader implications on Graphex’s valuation should observe its expansion efforts in the green technology domain. With plans to ramp production significantly over the next few years, coupled with a strong market demand for battery-grade graphite, Graphex's long-term fundamentals appear solid.
In summary, while temporary trading limitations exist for the ADS, Graphex’s ordinary shares present a stable investment opportunity, buoyed by continued compliance with HKSE requirements and promising growth prospects in the renewable energy market. It may be advisable for investors to focus on the fundamentals and potential future recovery as the company works through its current challenges.
**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.
Hong Kong, May 15, 2025 (GLOBE NEWSWIRE) -- Graphex Group Limited (“Graphex Group” or the “Company”) (HKSE: 6128)) announced today that the NYSE American LLC (the “New York Exchange”) has issued a delisting letter for its American Depositary Shares (ADSs) and suspended trading with the symbol “GRFX” as of May 14, 2025. As previously reported, the Company is not in compliance with Sections 134 and 1101 of the NYSE American Company Guide (“Company Guide”) since it failed to timely file with the Securities and Exchange Commission (“SEC”) its Form 20-F for the year ended December 31, 2023 (the “Delayed Filing”) and that the period granted by the New York Exchange to complete the Delayed Filing was May 15, 2025. The ADSs will now trade on the OTC Expert Market operated by the OTC Markets Group, Inc.
The OTC Expert Market is a significantly more limited market than the NYSE, and quotation on the OTC Expert Market will likely result in a less liquid market for existing and potential holders of the ADS and could depress the trading price. The Company can provide no assurance that the ADS will trade or continue to trade on this market, whether broker-dealers will provide public quotes, or whether the trading volume will be sufficient to provide for an efficient trading market.
The ordinary shares of Graphex Group will continue to trade on The Stock Exchange of Hong Kong Limited. Trading of the ordinary shares on the HKSE is not affected. Additionally, there is no effect on the closing of the previously reported Rights Offering or our business operations. As of May 13, 2025, there are approximately 51,605,000 outstanding ADSs representing approximately 5.5% of the ordinary shares that are issued and outstanding, after giving effect to the closing of the Rights Offering.
Graphex Group was not able to remedy the Delayed Filing by May 15, 2025 in large part because the financial audit by a PCAOB registered audit firm for the fiscal year has not been completed. As previously reported in its Report on Form 6-K filed March 4, 2025, Graphex Group engaged SFAI MALAYSIA PLT (“SFAI”) to serve as its new independent PCAOB registered public accounting firm for its U.S. GAAP consolidated financial statements. Graphex Group continues to work with this audit firm to complete this audit but was not able to complete the audit by May 15, 2025. There are no disagreements with this audit firm with respect to the financial statements. Graphex Group continues to work with this audit firm and expects that the audits and the annual reports on Form 20-F for fiscal years 2023 and 2024 will be completed on or about June 30, 2025, which is approximately 90 days after SFAI was appointed as the Company’s PCAOB registered audit firm.
Graphex Group complies fully with the HKSE listing obligations, including the timely filing of an audit of its financial statements prepared in accordance with International Financial Reporting Standards (IFRS) by Crowe (HK) CPA. These financial statements as well as the annual reports for Graphex Group have been filed with Commission on Reports on Form 6-K and are available at SEC.gov. Graphex Group recommends that investors review the current financial information that is available through its filings with the HKSE.
The Company has the right to appeal the determination of the staff of the Regulation of the New York Exchange and the Company is considering such action. If the Company is successful in any such appeal, the New York Exchange may resume trading of the ADS; however until such time, trading will remain suspended. There is no assurance that any such appeal will be successful or the ADSs will be relisted on the New York Exchange.
About Graphex
Graphex is a multinational technology company focused on the development of technologies and products to enhance renewable energy, particularly the refining of natural spherical graphite, synthetic graphite, and graphene-related products - key components in EVs/Lithium-ion batteries as well as in other uses. Graphex has extensive commercial experience in the deep processing of graphite and producing battery grade graphite anode material. Current production is 10,000 tonnes per annum (tpa) with a current expansion underway to increase production to 50,000 tpa within the next 18 months, to 100,000 tpa over the next 36 months, and to 150,000 tpa or more by 2030.
Graphex is currently among the top suppliers of specialized graphite anode material to the EV and renewable energy industries and holds patents in areas including products, production methods, machinery design, and environmental protection. Graphex’s strategy is to expand its operations globally to support energy transition and electrification efforts worldwide.
To learn more about Graphex please visit www.graphexgroup.com .
Forward Looking Statements
All statements contained in this presentation other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the safe harbor in Section 27A and 21E of the Securities Act of 1933 and the Securities Exchange act of 1934, respectively. You can identify some of these forward looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely,” “potential,” “continue” or other similar expressions. We have based these forward looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short term and long-term business operations and objectives, and financial needs. These forward looking statements involve various risks and uncertainties.
Contacts
Corporate:
Graphex Group
info@graphexgroup.com
www.graphexgroup.com
FAQ**
What are the potential implications for investors following the delisting of "Graphex Group Limited American Depositary Shares each American Depositary Share representing 20 GRFX" from the NYSE American and its subsequent trading on the OTC Expert Market?
How does Graphex Group plan to address the audit issues that resulted in the delayed filing of its Form 20-F, specifically regarding the completion of financial audits for the fiscal years 20and 2024?
What strategies does Graphex Group have in place to maintain investor confidence and trading volume after the suspension of "Graphex Group Limited American Depositary Shares each American Depositary Share representing 20 GRFX" on the NYSE?
Considering Graphex Group's ongoing business operations and compliance with HKSE listing obligations, what steps is the company taking to appeal the NYSE's delisting determination?
**MWN-AI FAQ is based on asking OpenAI questions about Graphex Group Limited American Depositary Shares each American Depositary Share representing 20 (NYSE: GRFX).
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