RAFFLESINTERIOR (01376) received a complaint letter regarding allegations of the chairman of the board being incompetent as a director.

date
22:53 28/11/2025
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GMT Eight
RAFFLESINTERIOR (01376) announced that on 22nd November 2025, the company received a complaint letter from an anonymous complainant claiming to be a minority shareholder, addressed to (including) The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission of Hong Kong. The complaint letter is titled "Doubts about the ability of Executive Director and Chairman of the Board, Mr. Zheng Nenghuan, to perform the duties of a director".
RAFFLESINTERIOR (01376) announced that on November 22, 2025, the company received a complaint letter from an anonymous complainant claiming to be a minority shareholder, addressed to (including) Hong Kong Exchanges and Clearing Limited and the Securities and Futures Commission of Hong Kong (the "Complaint Letter"), questioning the ability of Mr. Cheng Nenghuan, the Executive Director and Chairman of the Board, to fulfill his duties as a director. The Complaint Letter includes a litigation review report focusing on Mr. Cheng Nenghuan (the "Cheng Nenghuan Litigation Review Report"). According to the Cheng Nenghuan Litigation Review Report, Mr. Cheng Nenghuan, his spouse, entities with names similar to those of special purpose companies held by him/them, have been involved in over a hundred court disputes and/or litigations in China, including: 1. (2023) Yue 03 Zhi Hui 563 - Mr. Cheng Nenghuan is one of the defendants in a contract dispute involving an amount of approximately RMB 105 million, with related execution proceedings still ongoing; 2. (2019) Yue 0304 Zhi 33646 - Mr. Cheng Nenghuan was listed as a defendant in a financial loan contract dispute and subject to the "restriction on high consumption" by Chinese courts; 3. (2017) Yue 03 Zhi 3309 - Mr. Cheng Nenghuan was listed as a "dishonest debtor" for failing to fulfill repayment obligations involving RMB 70.42 million in principal and corresponding interest; 4. (2016) Chuan 01 Zhi 1625 - Mr. Cheng Nenghuan was subject to a high consumption restriction due to a private loan dispute involving RMB 52 million; 5. (2015) Shen Zhong Fa Zhi Zi 2026, 2027 - Mr. Cheng was repeatedly listed as a defendant in loan contract disputes and subject to high consumption restrictions. According to the Cheng Nenghuan Litigation Review Report, the cases involving Mr. Cheng Nenghuan mostly relate to financial loan disputes, equity transfers, private borrowing, personal loan disputes, loan guarantees, spanning from 2014 to 2025. The complainant points out that the above cases have raised significant concerns about Mr. Cheng Nenghuan's reputation, business integrity, and repayment capacity, posing a serious threat to the company's reputation, corporate governance, and business continuity. The Board emphasized that Mr. Cheng Nenghuan's candidacy was reviewed through internal procedures by the Nomination Committee under the Board (the Nomination Committee, chaired at that time by Mr. Chen Congfa). However, after considering the relevant complaints and thoroughly reviewing the Cheng Nenghuan Litigation Review Report, the Board members raised inquiries to Mr. Cheng Nenghuan regarding the following matters: (i) the reasons for not disclosing multiple ongoing litigations to the Board and Nomination Committee, or making dishonest selective disclosures; and (ii) the basis for not disclosing any information under Listing Rule 13.51(2)(h) to (v), including the following disclosure requirements: (h): Details of any public sanctions imposed by statutory or regulatory authorities; (i): Details of any court that has declared him bankrupt or insolvent at any time, the date and conditions of discharge if the bankruptcy or insolvency has been relieved; (j): Details of any agreements related to agreements he was a party to, or any debt repayment arrangements or debt restructuring agreements with creditors; (k): Details of any unfilled judgments or court orders that continue to have an impact on him; (l): Details of dissolution, liquidation, bankruptcy of an enterprise or company, or similar legal proceedings, or any debt repayment arrangements or debt restructuring agreements with creditors; (m): Details of any convictions for crimes involving fraud, dishonesty, or corruption; (o): Details of any judgment holding him liable for fraud, breach of duty, or other misconduct due to dishonest behavior by a court or arbitrator; (r): Details of any investigations by jurisdictional judicial, regulatory, or government authorities that he is subject to, including investigating agencies, nature of investigation, and matters under investigation; (t): Details if he is currently or has been a member of triads or other illegal organizations; The Nomination Committee is currently reviewing possible courses of action to uphold the overall integrity of the Board, conducting necessary internal investigations to validate the details in the complaint letter, and seeking independent experts to conduct a comprehensive review of the company's internal monitoring procedures.