Graphex Group (06128) announced its intention to voluntarily terminate its sponsored American Depositary Share (ADS) program in the United States. The ADSs are currently traded on the OTC Expert Market, operated by OTC Markets Group Inc., under the ticker symbol "GRFXY". The company initially launched its ADS program in the United States in 2020, with trading on the OTCQX Market, operated by OTC Markets Group, commencing on October 15, 2020. Each ADS represented 20 ordinary shares of the company, with a par value of HKD 0.01 per share (adjusted for relevant corporate actions).
In August 2022, the company completed a public offering of 5.4 million ADSs, which were traded on the Securities Exchange of the American Stock Exchange LLC. On March 26, 2025, the company implemented a share consolidation, combining every five ordinary shares with a par value of HKD 0.001 into one consolidated share with a par value of HKD 0.05. Trading of the ADSs was suspended on the Securities Exchange of the American Stock Exchange LLC on May 15, 2025, and the ADSs were subsequently delisted on May 23, 2025. Currently, the ADSs trade on the OTC Expert Market, with each ADS representing 20 ordinary shares.
The decision to terminate the sponsored ADS program follows an evaluation of several factors. These include the relatively low proportion of ordinary shares represented by the ADSs compared to the total number of ordinary shares and the company's share capital. Additionally, the trading volume of the ADSs has been limited relative to the trading volume of the ordinary shares on The Stock Exchange of Hong Kong Limited (SEHK). The company expects that the SEHK will provide sufficient channels to meet its fundraising needs and appeal to global investors.
On April 10, 2026, the company notified the depository for the ADSs, The Bank of New York Mellon, to initiate the process of terminating the deposit agreement among the company, the depository, and the holders of the ADSs. In accordance with the deposit agreement, the depository will issue a termination notice to all holders of outstanding ADSs and will set a termination date, which must be at least 90 days after the notice is issued. The deposit agreement will terminate on this termination date. The depository issued the termination notice to all ADS holders on April 16, 2026, setting the termination date for July 14, 2026, effective from 5:00 PM Eastern Time.
Prior to the termination date, ADS holders may continue to convert their ADSs into ordinary shares. Following the termination date, the depository is expected to sell any ADSs that have not been surrendered, and after deducting applicable fees, will distribute the net proceeds to the former holders in accordance with the terms of the deposit agreement.
Following the termination of its ADS program, the company will maintain the listing and trading of its ordinary shares on the SEHK (Stock Code: 06128). The company expects to continue publishing important information disclosed in Hong Kong in English on its website, including announcements issued via the SEHK.