RAFFLESINTERIOR (01376): Receives Complaint Alleging Market Manipulation and Unauthorized Actions by Director and Controlling Shareholder Zheng Nenghuan

Stock News
Feb 01

RAFFLESINTERIOR (01376) has issued an announcement informing the company's shareholders that its Board of Directors received an email from an anonymous complainant on January 28, 2026. The recipients included The Stock Exchange of Hong Kong Limited, the Hong Kong Securities and Futures Commission, and the company. The primary subject of the complaint was "Allegations of Market Manipulation and Unauthorized Actions by Raffles Interior Limited Director and Controlling Shareholder Zheng Nenghuan," and it was indicated as a "formal complaint" against Mr. Zheng Nenghuan. The complaint listed several items of information and allegations against Mr. Zheng Nenghuan, summarized as follows: 1. Mr. Zheng Nenghuan had pledged the entire 51% controlling stake in the company held through Han Chen Holdings Limited to Kee Shing Securities Limited (Kee Shing Securities) as collateral for a margin account. 2. Kee Shing Securities issued a margin call to Mr. Zheng Nenghuan on November 3, 2025, demanding "full repayment of the amount by 12:00 noon on November 4, 2025, failing which it (Kee Shing Securities) would forcibly close out the pledged shares and take legal action." 3. The complaint alleged that, due to concerns over the forced liquidation mentioned in the margin call, "Mr. Zheng Nenghuan (i) entered into a contract on behalf of the company with his spouse to acquire a certain plot of land for HK$300 million without any authorization from the Board of Directors; (ii) instructed his private lawyer to apply for a trading halt in the company's shares effective from 9:00 a.m. on November 4, 2025 (Unauthorized Trading Halt) without any authorization from the Board of Directors." 4. The complaint alleged that Mr. Zheng Nenghuan's aforementioned actions might constitute market misconduct in violation of several securities laws and regulations, and also breached his duties as a director. The Board of Directors believes that the "contract to acquire a certain plot of land from his spouse for HK$300 million" mentioned in the complaint relates to a sale and purchase agreement, which constitutes a connected transaction and a very substantial acquisition for the company. Upon receiving the complaint, the Board of Directors immediately contacted Mr. Zheng Nenghuan to seek clarification and verification regarding the various grievances and allegations contained within. In his response, Mr. Zheng Nenghuan confirmed to the Board that he had received the margin call from Kee Shing Securities on November 3, 2025. Mr. Zheng also stated that this notice was entirely unrelated to the need for an urgent trading halt in connection with signing the acquisition agreement, which was required to comply with the Listing Rules. Although (i) Mr. Zheng Nenghuan received the margin call on November 3, 2025, and (ii) Mr. Zheng Nenghuan unilaterally and evidently urgently signed the sale and purchase agreement on November 3, 2025, and implemented the unauthorized trading halt effective from 9:00 a.m. on November 4, 2025—with the timing being very close and both actions being executed, implemented, and instructed by Mr. Zheng without prior discussion with any other board members—the Board is currently unable to comment on or confirm the accuracy of the allegations in the complaint without further investigation. This investigation is largely dependent on Mr. Zheng Nenghuan's cooperation. The issues raised in the complaint will be incorporated into the scope of the independent investigation by the Independent Board Committee, which was established on December 10, 2025, and approved and ratified by the Board of Directors on December 15, 2025. The Board hereby reports that, as of now, Mr. Zheng Nenghuan has not been actively cooperating with the investigation conducted by the Independent Board Committee and the external legal advisors engaged to assist. Mr. Zheng Nenghuan has not provided the substantive information and documents necessary for a proper and comprehensive review of the various serious matters. The Independent Board Committee will continue its investigation independently, impartially, and rigorously with the assistance of its external legal advisors. The Independent Board Committee will report its findings and make recommendations to the Board of Directors in due course.

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