China Regenerative Medicine International Limited (CRMI, Stock Code: 8158) has entered into an Outstanding Payment Agreement and several Membership Transfer Agreements with Changzhou Xingkong and certain designated customers, involving repayment obligations and membership fee transfers. The total outstanding payment amounts to RMB215.50 million (approximately HK$236.23 million), to be settled in five interest-free installments between March 2024 and December 2028. As of the latest update, RMB85.86 million has been repaid through partial cash payments and netting off approximately RMB45.12 million in membership fees, leaving RMB117.03 million outstanding.

CRMI also entered into Membership Transfer Agreements whereby memberships and related benefits of 24 customers were transferred from CRMI’s subsidiary to Changzhou Xingkong, offsetting a portion of the outstanding debt. Each transaction’s size exceeds 25% of the applicable percentage ratio, qualifying them as major transactions under Chapter 19 of the GEM Listing Rules. Since shareholders holding approximately 57.33% of issued shares provided written approval, no general meeting will be convened. A circular containing further information is expected to be dispatched on or before 21 November 2025.

The announcement highlights that the listing rules breach arose due to staff oversight at the time the agreements were executed. According to CRMI, those involved have since left the company, and no directors or substantial shareholders had conflicts of interest in these transactions. The company has initiated remedial measures, including enhanced internal controls, training on regulatory compliance, and an independent review of its internal procedures, to prevent similar oversights in the future.