On June 4, 2026, Hong Kong-listed NT PHARMA (01011.HK) held its Annual General Meeting, where a seemingly routine resolution to "re-appoint the auditor" sparked significant controversy. The final voting results revealed that Ordinary Resolution 3, concerning the re-appointment of Dahua Ma Shiyun Certified Public Accountants Limited as the company's auditor, received only 7,253,850 votes in favor (3.38%), while a substantial 207,054,239 votes were cast against (96.62%), leading to its decisive rejection. This represents one of the most intense governance events involving a shareholder veto at the company in recent years.

Dahua Ma Shiyun Certified Public Accountants Limited has ceased to be the company's auditor effective from the conclusion of the Annual General Meeting.

Shareholder Revolt: A Rare Vote with 96.62% Opposition

On the day of the AGM, the total number of shares carrying voting rights was 948,997,694. Other routine agenda items—including the adoption of audited financial statements, re-election of directors, and authorizations for the issuance and repurchase of shares—were all passed unconditionally with 100% approval. The resolution to re-appoint the auditor alone faced concentrated shareholder opposition, indicating a fundamental loss of investor trust in the current audit firm.

The "Disclaimer of Opinion": How the Audit Verdict Became the Final Straw

Prior to the shareholders' veto, the audit report itself was a "Sword of Damocles" hanging over the company. According to the 2025 annual report, auditor Dahua Ma Shiyun issued a disclaimer of opinion on the consolidated financial statements of NT PHARMA for the year ended December 31, 2025.

The core basis for the auditor's disclaimer was "the existence of significant uncertainties and the auditor's inability to obtain sufficient appropriate audit evidence to form a basis for an audit opinion." This reflects a dual obstacle of limitations on the audit scope coupled with significant uncertainties regarding the company's ability to continue as a going concern.

The so-called "significant uncertainties" are evident from the financial data:

Revenue has plummeted: In 2025, the Group's revenue was approximately RMB 24.158 million, a decrease of about 36.4% from approximately RMB 38 million in 2024. Revenue from pharmaceutical agency services was about RMB 9.6 million, while healthcare service revenue was about RMB 14.5 million. Traditional businesses continue to shrink, while the newly acquired medical technology business "has not yet contributed any revenue."

Years of consecutive losses: The annual loss was approximately RMB 26.04 million. Although this represents an improvement of about 51.2% from the 2024 loss of RMB 53.36 million, losses continue to erode the balance sheet. Basic loss per share was 4.22 cents, and no final dividend was declared.

A dual squeeze from depleted liquidity and insolvency: As of the end of 2025, cash and bank balances stood at a mere RMB 7.22 million, while current liabilities were as high as RMB 621 million, resulting in net current liabilities of approximately -RMB 606 million and a severely imbalanced current ratio. Total equity attributable to owners of the parent company was -RMB 274 million. More alarmingly, the asset-liability ratio reached 178.84%, indicating total liabilities far exceed the support limit of total assets.

Trade and other payables amounted to RMB 171 million. An analysis of the operational liability structure reveals that the company's reliance on supplier credit to sustain operations is nearing its limit. Should suppliers cut off credit, the company would face a complete operational shutdown.

Transition Pains: AI Healthcare Narrative Yet to Contribute a Single Dollar of Revenue

Against the backdrop of a continuously deteriorating fundamental business, NT PHARMA has pinned its hopes for recovery on a transformation towards an "AI Health Management Platform." In March 2026, the company completed the acquisition of a 58.11% equity interest in Zhejiang Kangyuan Medical Equipment Co., Ltd., with the consideration settled by the issue of new shares at a cost of approximately RMB 116 million. Kangyuan's main assets include an AI bone density detection system and portable digital X-ray diagnostic machines. However, as of the annual report date, the preliminary accounting treatment for this acquisition had not been completed. Kangyuan's financial performance, assets, and liabilities had not been consolidated into the 2025 financial statements, contributing zero to the period's revenue. Management explicitly defined 2025 as the "technology asset reserve period" for the Kangyuan project, meaning the AI healthcare business is still in its early introductory phase, with considerable uncertainty regarding the timeline to generating scaled revenue and profit streams.

Furthermore, in 2025, NT PHARMA issued consideration shares at HK$0.33 per share to capitalize loans and at HK$0.45 per share to settle the acquisition consideration for the AI healthcare project. While such debt-for-equity swaps can alleviate short-term cash flow pressure, they also mean the continuous dilution of existing shareholders' stakes.

The rights of minority investors are also being eroded by the no-dividend policy. The Board has explicitly stated it will not declare a final dividend for 2025, continuing a multi-year streak of zero payouts. For minority shareholders holding the company's stock, aside from share price fluctuations, there is currently no avenue for any cash return.

NT PHARMA faces a classic "trust-financing-operations" death spiral: auditor issues a disclaimer of opinion → shareholders veto auditor reappointment → new auditor not yet in place → annual report audit remains unresolved → financing channels are obstructed → debt pressure escalates → core business transformation fails to generate revenue in a timely manner → refinancing becomes even more difficult.

Whether the Board can find a new auditor willing to take on the 2025 annual report that Dahua Ma Shiyun disclaimed an opinion on in the coming weeks, and whether the new management can prove that the debt-for-equity transformation strategy can generate substantive cash inflows within the next 6 to 12 months, will be the key variables determining whether the company can repair its audit chain and maintain its listed status.