Tianju Dihe (Suzhou) Technology Co., Ltd. on 14 September reported the conclusions of two independent exercises required by the Hong Kong Stock Exchange’s resumption guidance:
1. Grant Thornton’s forensic investigation covered chip prepayments, cash-management notes and mobile top-up prepayments for the period 1 January 2024 to 12 September 2026. • Chip Prepayments – HK$63.10 million was advanced to four Nvidia chip vendors in July 2024. Following a change in strategy, three supplemental agreements converted part of the order to server purchases. Grant Thornton confirmed full delivery by 30 March 2025 and physical deployment by August 2026. No links were found between suppliers and the company’s insiders, although due-diligence, seal use and contract-dating weaknesses were noted. • Cash-Management Notes – The Group subscribed for a US$6.00 million five-year note in June 2024 and two US$2.00 million notes in July 2024. None has repaid principal or interest. The issuers did not hold banking or SFO licences, and the company performed limited pre-investment due diligence. Legal action is in progress; meanwhile, Tianju Dihe signed deeds on 23 August 2026 to assign the notes to former chairman and 48.1 % shareholder Mr Zuo for US$10.00 million, subject to independent shareholder approval on 30 September 2026. • Top-up Service Prepayments – RMB193.00 million and RMB88.00 million were advanced to two telecom resource suppliers between August and December 2024 to secure “financial-grade” mobile-recharge capacity. Usage fell short of expectations after the trading suspension; refunds of RMB50.90 million and RMB77.80 million were received in 2025. The investigator judged the arrangements commercially justified but flagged insufficient substantiation for payment timing and seal-management lapses.
2. GRC Chamber’s internal-control review (FY 2024–FY 2025, with follow-up to 10 September 2026) identified high-risk gaps across governance, procurement, investing, treasury, contract, seal and financial-reporting processes. Remediation highlights include: • Board-reserved-matters policy, monthly management reporting and updated connected-party register. • Caps on single-supplier prepayments (≈3 % of current assets) and mandatory analytical memos for exceptions. • Revised investment policy—Board approval required for external investments above RMB10.00 million; detailed due-diligence and monitoring protocols adopted. • Dual executive-director authorisation for material contracts and payments; OA workflow and seal custody redesigned; misconduct policy implemented. • Budget, proceeds-tracking and bank-signatory controls strengthened; Hong Kong account signatories transferred to new management in September 2026.
GRC Chamber concluded that, except for cash-management and investment procedures (no new transactions occurred during testing), Tianju Dihe has now established “adequate” controls to meet Listing Rule obligations.
Additional measures already executed: resignation of the three executives who approved the original transactions on 30 August 2026; full recovery of the note principal upon completion of the assignment; and ongoing legal pursuit of the defaulted issuers until shareholder approval of the disposal.
Trading in Tianju Dihe shares (HKEX: 02479) remains suspended since 1 April 2025 pending fulfilment of all resumption requirements. Shareholders are advised to exercise caution when dealing in the company’s securities.