RAFFLESINTERIOR (01376) received a complaint letter alleging that the Chairman of the Board conspired to defraud the company and its minority shareholders.
RAFFLESINTERIOR (01376) announces that the board of directors hereby informs the shareholders of the company (shares...
RAFFLESINTERIOR (01376) announcement, the board of directors hereby informs the shareholders of the company ("Shareholders") that on November 18, 2025, it received a complaint letter from an anonymous complainant addressed to (including) The Stock Exchange of Hong Kong Limited, the Securities and Futures Commission of Hong Kong, and the external auditor of the company. The complaint letter is titled "Suspected Conspiracy to Defraud Raffles Interior Limited and its Minority Shareholders".
The complaint letter describes an independent investigation conducted by the complainant regarding the subject of the sale and purchase agreement, which is a plot of land located north of Jinniu West Road in Ping Shan District, Shenzhen (Target Asset, plot number G12204-0134), the ownership structure of which has been disclosed in a clarification announcement.
The complaint letter (accompanied by evidence documents) discloses that the land use right of the Target Asset stipulates that construction must commence by December 3, 2025, and must be completed by December 3, 2026, otherwise there may be penalties including confiscation and cancellation of the land use right; the Target Asset has not been developed yet; the estimated value of the land after construction of the Target Asset is 120 million RMB, much lower than the contract price of 300 million Hong Kong dollars in the sale and purchase agreement for the Target Asset; and considering the development and/or construction costs required for the Target Asset, market data shows that the contract price is significantly overestimated compared to current market prices, indicating an obvious attempt to give the seller (as indicated in the sale and purchase agreement, signed by Mr. Zheng Nenghuan's spouse, Ms. Tang Juxi) undue benefits and deceive the company and its minority shareholders.
The board of directors emphasizes that it remains steadfast in not proceeding with the acquisition. While the board of directors has received the sale and purchase agreement (signed by Mr. Zheng Nenghuan on behalf of the company without proper authorization), no other supporting documents have been provided, including proof of identity of the counterparties of the Target Asset transaction and their ultimate beneficial owners, due diligence reports, valuation reports of the Target Asset, and the basis for valuing the Target Asset at 300 million Hong Kong dollars. Despite the board of directors' decision not to proceed with the acquisition, the termination agreement of the sale and purchase agreement is still pending submission to the board of directors, and ensuring the legal termination of the sale and purchase agreement remains the board of directors' responsibility.
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