China NT Pharma Group Co. Ltd. (NT Pharma, 01011) has published a retrospective announcement confirming that several transactions completed between 2019 and 2025 breached Chapters 14 and 14A of the Hong Kong Listing Rules. Although all items have since been unwound or regularised, the board “sincerely regrets” the non-compliances and has rolled out a comprehensive remediation plan.
Key findings and timeline
1. Share pledges to connected party • September 2022: NT Pharma (Group) pledged its entire stake in NT Pharma (Overseas) to Annie Investment to secure outstanding HK$400.00 million of convertible preference share redemptions. • July 2024: NT Pharma (Overseas) further pledged its stake in NT Pharma (Pacific) to the same party under a supplemental agreement. • Both Annie Investment (wholly owned by Ms Shum Ning, spouse of substantial shareholder Mr Ieong Chong Mang) and Mr Ieong were connected persons, making each pledge a non-exempt connected transaction and a “very substantial disposal” (percentage ratios >75%). No timely announcement or shareholder approval was obtained. • July 2025: A termination agreement cancelled both pledges and restored the equity interests. As at 31 December 2025, HK$362.20 million of the redemption amount remains outstanding; settlement options, including possible loan capitalisation, are under discussion.
Financial snapshot of pledged units – NT Pharma (Overseas): Net loss of RMB29.0 million (HK$32.60 million) in 2020 and RMB122.50 million (HK$147.70 million) in 2021; unaudited net assets at 31 December 2021 stood at RMB232.30 million (HK$284.20 million). – NT Pharma (Pacific): Net profit of RMB0.70 million (HK$0.80 million) in 2022, net loss of RMB15.10 million (HK$16.50 million) in 2023; unaudited net assets at 31 December 2023 were RMB246.60 million (HK$268.20 million).
2. RMB 45 million shareholder loans • October–December 2019: NT China, then a subsidiary, drew two tranches totalling RMB45 million under a loan agreement with Mr Ieong Iat (son of Mr Ieong Chong Mang) at 15% p.a., secured on group assets. • September 2020 and June 2021: Supplemental agreements extended maturities and adjusted terms; the 2021 addendum lifted the applicable percentage ratio above 5%, triggering a non-exempt connected transaction classification. Required disclosure and independent shareholder approval were not obtained at the time. • July 2023: Part repayment occurred via a PRC court-approved restructuring. • February 2025: Remaining HK$48.40 million debt was fully settled through a loan-to-equity swap, with 146.52 million new shares issued to Mr Ieong Iat at HK$0.33 each, after independent shareholder approval.
Governance lapses and corrective steps Management attributed the oversights to limited compliance support, absence of continuous external legal advice and failure to flag connected relationships in Chinese-language documents.
To mitigate recurrence, NT Pharma has: • Hired an experienced company secretary (November 2025). • Formed a remediation working group (December 2025) led by the CEO. • Instituted mandatory annual Listing Rules training (first session held 5 January 2026). • Adopted an enhanced internal reporting/approval protocol, including compulsory external legal consultations and semi-annual compliance reviews (January 2026). • Established stringent board documentation procedures and engaged an external legal adviser for ongoing support. • Commissioned an independent internal control consultant (April 2026) to review and monitor implementation of strengthened controls.
Director judicial records NT Pharma also disclosed PRC court “consumption restriction” orders involving Chairman Mr Ng Tit, arising from his role as legal representative or guarantor for former subsidiaries. These orders limit discretionary spending within the PRC but do not impede his duties in Hong Kong. The affected subsidiaries have been divested or liquidated; negotiations with lenders on guaranteed obligations continue.
Outlook The Board emphasised that the historical non-compliances have “no material adverse effect” on current operations or financial position. Further updates will be released on outstanding redemption arrangements and the internal control review.