RAFFLESINTERIOR(01376): The newly appointed chairman of the board, Zheng Nenghuan, plans to acquire 100% equity of Kunyuan Assets. Trading will resume on November 11th.

Raffles Interior (01376) announced that on November 3, 2025, the new Chairman and Executive Director of the Board, Mr. Zheng Nenghuan, entered into a sales agreement (Sales Agreement) with China Kinhong Holdings Limited (Seller) involving the acquisition of 100% equity of Kunyuan Assets Limited (Target Company). This may constitute a very significant acquisition for the company (and a potential connected transaction (subject to further verification of information)). Following instructions from Mr. Zheng Nenghuan through his lawyer, trading of the company's shares will be suspended from November 4, 2025, at 9 am, pending the announcement of the acquisition. The Sales Agreement shows that the Target Company is a company registered in Hong Kong and holds 100% of the share capital of Shenzhen Jin Xu Technology Co., Ltd., which is registered in Shenzhen and holds the land use rights of parcel G122040134 located to the north of the west section of Jinniu West Road, Shenzhen. The Target Company is 100% owned by the Seller, and the signatory of the Sales Agreement is Ms. Tang Judi. According to the Sales Agreement, the director of the Target Company is Ms. Tang Judi. As shown on page 22 of the joint announcement of the mandatory unconditional general offer dated August 7, 2025, Ms. Tang Judi is the spouse of Mr. Zheng Nenghuan and a shareholder holding 30% of the offeror's equity under the mandatory general offer. The total consideration for the acquisition is HKD 300 million, and the completion of the acquisition is subject to conditions including obtaining shareholder approval through a special general meeting. Since trading was suspended on November 4, 2025, the Board has deliberated on the merits, feasibility, and legality of the acquisition (including the issuance of the trading suspension instruction on November 4, 2025). Board members hold different views on the Sales Agreement, including Mr. Zheng Nenghuan's unauthorized signing and execution of the Sales Agreement without proper authorization from the Board, whether to ratify the Sales Agreement, whether to approve the acquisition, and whether the internal control procedures regarding the signing of agreements and entering into transactions requiring disclosure have been complied with. The Board particularly considered that the company currently lacks the financial capacity to pay the cash consideration for the acquisition, and the acquisition may be viewed by the Stock Exchange as a reverse takeover action. The discussions led to differing opinions among Board members on whether accepting the acquisition (in terms of form and content as orally presented by Mr. Zheng Nenghuan to the Board) is in the overall best interests of the company and its shareholders. Apart from Mr. Zheng Nenghuan, no other Board members authorized or approved him to enter into the Sales Agreement or instructed the Stock Exchange to suspend trading of the company's shares. Therefore, after thorough consideration, the Board voted against the trading suspension instruction and entering into the Sales Agreement in its current form. The Board currently has no intention to proceed with the acquisition. The company has applied to the Stock Exchange for the resumption of trading of the company's shares on the Stock Exchange from 9 am on November 11, 2025.