NT Pharma (01011) has disclosed that two share pledges granted to Annie Investment in September 2022 and July 2024, as well as three loan agreements signed with substantial shareholder–related party Mr. Ieong Iat between 2019 and 2021, were not announced in accordance with Chapters 14 and 14A of the Hong Kong Listing Rules at the time of execution.
The pledges, covering the Group’s entire interests in NT Pharma (Overseas) and NT Pharma (Pacific), each crossed the 75 % percentage ratio and therefore constituted very substantial disposals and non-exempt connected transactions. The loan agreements—originally totaling RMB45.00 million—were partially exempt in 2019 and 2020 but became non-exempt in 2021 when the percentage ratio exceeded 5 %.
All pledges were terminated on 18 July 2025, restoring full ownership of the pledged subsidiaries to the Group. The outstanding RMB loan balance was settled on 21 February 2025 via a loan capitalisation: 146.52 million new shares were issued to Mr. Ieong Iat at HK$0.33 per share, offsetting HK$48.40 million of debt.
Financial snapshots of the pledged units show continued operating pressure: • NT Pharma (Overseas) recorded net losses of RMB29.00 million in 2020 and RMB122.50 million in 2021, with a 31 December 2021 net asset value of RMB232.30 million (HK$284.20 million). • NT Pharma (Pacific) posted a RMB0.70 million profit in 2022, followed by a RMB15.10 million loss in 2023; net assets stood at RMB246.60 million (HK$268.20 million) at year-end 2023.
Redemption of convertible preference shares issued to Annie Investment in 2017 remains unresolved. After cancellation of the shares in September 2022, HK$362.20 million of the redemption amount was still outstanding as at 31 December 2025. Management is evaluating settlement options, including a potential further capitalisation.
The Board attributes the compliance failures to limited internal resources, absence of external legal support at the time, and inadequate identification of connected-party relationships. Remedial measures now in place include hiring an experienced company secretary (November 2025), forming a remediation working group (December 2025), mandatory annual Listing Rules training, a reinforced reporting protocol requiring external legal consultation for material transactions, and an independent internal-control review initiated in April 2026.
Separately, the company reported PRC consumption-restriction orders against Chairman Mr. Ng Tit stemming from guarantees and legal representation roles for former subsidiaries. The restrictions target high-end spending and do not impede board duties in Hong Kong, and the related subsidiaries are either divested or in liquidation.
The Board states that the historical non-compliances have no material adverse effect on current operations or financial position, and commits to further announcements upon material developments, including the internal-control consultant’s findings and any progress on the outstanding redemption amount.