RAFFLESINTERIOR (01376) received a complaint letter.

RAFFLESINTERIOR (01376) announces that the board of directors hereby informs the shareholders of the company ("shareholders") that on January 3, 2026, they received a complaint letter from an anonymous complainant addressed to (among others) Hong Kong Exchanges and Clearing Limited, the Securities and Futures Commission of Hong Kong, and the company (the "complaint letter"). The complaint letter is titled "Report on the suspicion of Zheng Nenghuan, Tang Judi and others violating Chinese foreign exchange control regulations, illegally transferring assets out of Mainland China through Raffles Interior Limited, and tax evasion". The complaint letter mentions the content of this announcement and the investigation conducted by the complainant on the proposed acquisition by the company of 100% equity of the target company (Kunyuan Assets Limited, a company registered in Hong Kong) from the seller (China Golden Hong Holdings Limited, a company registered in Hong Kong) for a consideration of HK$300 million (this transaction may constitute a very significant acquisition and connected transaction for the company). In addition to the facts disclosed in this announcement, the complaint letter also points out: (i) the target company holds 100% equity of Shenzhen Jinxiu Technology Co., Ltd. (Shenzhen Jinxiu, a company registered in Shenzhen); and Shenzhen Jinxiu holds the land use rights of the target assets; (ii) the equity of Shenzhen Jinxiu was transferred from Shenzhen Doctor Technology Co., Ltd., owned by Zheng Hanchen and Tang Judi (the wife of Zheng Nenghuan), to the target company (of which the director is Tang Judi, the wife of Zheng Nenghuan) before the acquisition (transfer before acquisition), which occurred shortly before Mr. Zheng Nenghuan entered into the acquisition-related sale and purchase agreement on November 3, 2025; (iii) according to public records, the ultimate beneficial owner of the seller (i.e. the target company) is Zheng Nenghuan, an executive director of the company and the controlling shareholder of the company. Based on the above findings, the complainant expresses concerns on the following matters, including: (a) suspicion of violating Chinese foreign exchange control regulations and failure to register/file necessary documents with the relevant authorities in China: the report states that the transfer before acquisition may involve Chinese residents purchasing domestic assets, rights, or interests through their overseas entities, and according to Chinese foreign exchange control regulations, they are required to apply for foreign exchange registration with the State Administration of Foreign Exchange in accordance with Notice [2014] No. 37 of the State Administration of Foreign Exchange on issues concerning onshore residents' overseas investment and return investment through special purpose entities (referred to as "Notice 37"). The complainant states that Zheng Nenghuan and/or Tang Judi should have submitted the Notice 37 registration, however, existing public records do not show that the parties involved in the transfer before acquisition have completed the registration procedures as required by Notice 37. The complainant reminds the company that such actions of suspected violation of the registration procedures stipulated in Notice 37 may constitute "evading foreign exchange control" or "illegal cross-border fund transfer". The complainant further states that if the company proceeds with the acquisition without completing the registration procedures as required by Notice 37, the transaction may constitute the transfer of domestic assets, rights, or interests subject to oversight by the State Administration of Foreign Exchange through an overseas listing platform, which may result in the company violating relevant Chinese laws and regulations and harming the rights of minority shareholders. (b) Corporate governance and director responsibilities: the complainant states that the board of directors has a responsibility to ensure that the company complies with applicable laws and regulations, including fulfilling comprehensive and fair disclosure obligations. The complainant notes that despite the company's disclosure of its intention not to proceed with the acquisition, it has not fully disclosed the handling of the sale and purchase agreement. The complainant requests the company, among other things, to independently and thoroughly verify the responsibility of submitting the Notice 37 registration. Upon receiving the complaint letter, the company consulted its legal advisors in China on the legal regulations cited in the complaint letter and the content of this announcement; and (ii) requested Zheng Nenghuan to confirm that the transfer before acquisition complies with relevant Chinese foreign exchange management and tax laws, and submit related supporting documents. The board of directors hereby informs the shareholders that as of the date of this announcement, Mr. Zheng Nenghuan has not made any positive confirmation to the company nor provided sufficient evidence to refute the accusations in the complaint letter. In addition, the board of directors is still waiting to sign a termination agreement with terms and content satisfactory to them. In consultation with their legal advisors in China, under Chinese law, non-compliance with Notice 37 may constitute evasion of foreign exchange control or illegal cross-border fund transfer. Once the assets are transferred to the company, it may bring significant losses to the company. If Mr. Zheng fails to provide evidence of full compliance with Notice 37 or the legitimacy of the transfer before acquisition, the board of directors cannot conclude on the completeness and accuracy of the complaints. However, the board of directors believe that they should disclose with caution matters that may have a significant impact on the company, and will continue to follow up on the inquiries related to Mr. Zheng Nenghuan. The issues raised in the complaint letter will be investigated independently by the Independent Directors Committee, which was established on December 10, 2025, and approved and ratified by the board of directors on December 15, 2025.