On 30 October 2025, Phoenitron Holdings Limited’s wholly owned subsidiary Shanxi Dongchuang Digital Entertainment Technology Co., Ltd. signed a loan agreement with Hangzhou Zhongke Zhongchuang Enterprise Management Co., Ltd., advancing RMB3.75 million at 4% per annum. The facility is guaranteed by an irrevocable personal guarantee from executive director Mr. Guo Rongxiang, who holds a 90% equity stake in the borrower, and is repayable in full on 30 April 2026.
Because Hangzhou Zhongke is a connected person under Chapter 20 of the GEM Listing Rules, the loan constitutes a connected transaction. The applicable percentage ratios exceed 0.1% but are below 5%, triggering announcement and reporting obligations while exempting the deal from circular and independent shareholders’ approval requirements.
Management became aware of the classification only during preparation of the FY2025 results, resulting in a delay in timely disclosure. The board (with Mr. Guo abstaining) later ratified the agreement, concluding that the 4% interest rate is above comparable bank deposit rates and the short-term nature of the loan does not materially affect group liquidity.
To prevent recurrence, Phoenitron will: 1. deliver GEM Listing Rules training for directors and senior managers; 2. enhance internal guidelines and controls for identifying and processing connected transactions; 3. circulate periodic connected-person lists and require prior internal approval before executing related transactions; 4. tighten subsidiary-level reporting on significant financial advances; and 5. engage an external adviser to review internal control systems focused on connected-transaction compliance.
The board reaffirms that Hangzhou Zhongke must settle principal and accrued interest by 30 April 2026.
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