TATA Health International Holdings Limited (1255) issued an announcement regarding a deed of assignment dated 20 August 2025 with Century Health Holdings Co., Limited (“CHH”), Sigma International Holding Limited (“Sigma”), and Mr. Zhang. According to the announcement, TATA Health International had outstanding indebtedness of HK$7.38 million to Sigma and HK$21.94 million to Mr. Zhang. These sums were fully offset by assigning the corresponding portions of a loan of HK$41.70 million originally owed by CHH to TATA Health International.

Under the deed of assignment, TATA Health International assigned HK$7.38 million of the CHH Loan to Sigma (“Sigma Assigned Loan”) and HK$21.94 million of the CHH Loan to Mr. Zhang (“Zhang Assigned Loan”) on a dollar-for-dollar basis. As a result, TATA Health International’s obligations to Sigma and Mr. Zhang were settled, and the respective loan portions were redirected for CHH to repay directly to Sigma and Mr. Zhang.

The transaction was classified as a major transaction under Chapter 14 of the Listing Rules because one of the applicable percentage ratios exceeded 25% but fell below 75%. It also constituted a connected transaction under Chapter 14A, as Mr. Zhang is a Director of TATA Health International, and Sigma, due to an event of default under a share charge, was deemed a substantial shareholder at the time the deed of assignment was entered. Consequently, reporting, announcement, circular, and independent shareholders’ approval should have been required. However, TATA Health International clarified that the agreement was executed and completed, making the convening of a general meeting impracticable.

TATA Health International stated that it believed the arrangement improved the group’s financial position by eliminating certain outstanding indebtedness and reducing its bad debt risk. The announcement further explained that no gain or loss was expected from the transaction, and no net proceeds would be received by the company.

In light of the Stock Exchange’s inquiries, TATA Health International also outlined remedial measures to strengthen compliance, including tighter internal monitoring of agreements, enhanced Listing Rules training for Directors, consultation with external advisers when needed, and potential engagement with the Stock Exchange for clarification on future transactions.