Raffles Interior: Probe Uncovers Unauthorised HK$300 Million Related-Party Deal; Trading Remains Suspended

Bulletin Express
08/04

Hong Kong – 4 Aug 2026 – Raffles Interior Limited (“Raffles Interior”) today released fresh interim findings from an ongoing independent investigation, revealing that Executive Director Mr Zheng Nenghuan unilaterally pursued a HK$300.00 million acquisition of Shenzhen-based Kunyuan and its underlying land asset without Board knowledge or approval. Key points follow:

1. Unauthorised Engagements and Transactions • On 3 Nov 2025, Mr Zheng engaged an external law firm for HK$1.00 million and signed a Sale and Purchase Agreement (SPA) to buy 100% of Kunyuan. • The next day, he instructed the firm to file a trading-halt application with the Stock Exchange, representing that he acted on behalf of the Company, despite lacking Board authorisation. • These actions contravened Raffles Interior’s internal control requirement mandating Board approval for transactions exceeding SGD200,000.

2. Questionable Valuation and Rapid Price Escalation • Kunyuan acquired Jinxu (holder of the land-use right to the “Target Asset” in Shenzhen) for RMB10.00 million on 30 Sep 2025. • Jinxu’s books valued the land at RMB125.96 million up to Sep 2025. By 31 Oct 2025, the asset was revalued to RMB325.96 million—an unexplained RMB200 million increase that aligns closely with the HK$300.00 million SPA price. • Had the deal proceeded, Mr Zheng’s spouse, Ms Tang Judi—identified as Jinxu’s ultimate beneficial owner—stood to gain about HK$288.00 million.

3. Undisclosed Regulatory and Commercial Risks • The Pingshan Administration Bureau had withheld approval for construction on the land and imposed a condition requiring work to start by 3 Dec 2025 and finish by 3 Dec 2026. This material risk was not disclosed to the Board. • The SPA was executed on the same day Mr Zheng received a margin-call notice concerning his pledged 51% stake in Raffles Interior, raising concerns over potential motive.

4. Potential Liabilities and Governance Breaches • The Company may be liable for the HK$1.00 million legal fee incurred without Board sanction. • A separate HK$10.00 million advisory-fee demand linked to Mr Zheng surfaced on 14 Nov 2025, further heightening governance concerns.

5. Board Response and Next Steps • The Board questions Mr Zheng’s integrity and suitability for any management role; his duties remain suspended. • Independent investigators will continue probing to determine remedial and recovery actions.

6. Trading Status Trading in Raffles Interior shares (stock code 01376) has been suspended since 1 Apr 2026 and will remain so pending fulfilment of resumption guidance issued by the Stock Exchange.

Raffles Interior will issue further announcements in accordance with Hong Kong Listing Rules as the investigation progresses.

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