RAFFLESINTERIOR (01376): Complaint received that company director and controlling shareholder Zheng Nenghuan is suspected of market manipulation and unauthorized activities.

date
19:58 01/02/2026
avatar
GMT Eight
RAFFLESINTERIOR (01376) issued an announcement, the board of directors hereby notifies the company's shareholders that on January 28, 2026, they received an email from an anonymous complainant, with recipients including the Stock Exchange of Hong Kong Limited, the Securities and Futures Commission of Hong Kong, and the company. The main title of the complaint is "Allegations of Market Manipulation and Unauthorized Activities against Mr. Cheng Nenghuan, Director and Controlling Shareholder of Raffles Interior Limited", and it states that this is a "formal complaint" against Mr. Cheng Nenghuan. The complaint sets out several pieces of information and allegations against Mr. Cheng Nenghuan, summarized as follows:
RAFFLESINTERIOR (01376) announces that the board of directors hereby informs the shareholders of the company that on January 28, 2026, they received an email from an anonymous complainant, with recipients including the Stock Exchange of Hong Kong Limited, the Securities and Futures Commission of Hong Kong, and the company. The main title of the complaint is "Allegations of Market Manipulation and Unauthorized Activities by Directors and Controlling Shareholders of Raffles Interior Limited," and it is referred to as a "formal complaint" against Mr. Zheng Nenghuan. The complaint outlines several pieces of information and allegations against Mr. Zheng Nenghuan, summarized as follows: 1. Mr. Zheng Nenghuan has pledged all of his 51% controlling shareholding in the company held through Han Chen Holdings Limited to Great Securities Limited (Great Securities) as collateral for a margin account; 2. Great Securities issued a payment notice to Mr. Zheng Nenghuan on November 3, 2025 (recovery of margin notice), requiring "full repayment by 12 noon on November 4, 2025, otherwise they (Great Securities) will force liquidation of the pledged shares and take legal action"; 3. The complaint alleges that due to concerns about the forced liquidation in the recovery of margin notice, "Mr. Zheng Nenghuan (i) signed a contract with his spouse, without any authorization from the board of directors, to purchase a plot of land for 300 million Hong Kong dollars; (ii) instructed his private lawyer to apply for a suspension of trading in the company's shares from 9 am on November 4, 2025 (unauthorized suspension of trading)"; 4. The complaint alleges that Mr. Zheng Nenghuan's actions mentioned above may constitute violations of various securities laws and regulations and breach of Mr. Zheng Nenghuan's duties as a director. The board of directors believes that the "contract to purchase a plot of land from his spouse for 300 million Hong Kong dollars" mentioned in the complaint is related to a sale and purchase agreement, constituting a connected transaction and a very substantial acquisition by the company. Upon receipt of the complaint, the board of directors immediately contacted Mr. Zheng Nenghuan to seek clarification and verification on the various allegations and charges in the complaint. In his response, Mr. Zheng Nenghuan confirmed to the board of directors that he received the recovery of margin notice from Great Securities on November 3, 2025. Mr. Zheng Nenghuan also stated that the notice and the need for an urgent trading suspension to comply with listing rules in signing the purchase agreement were unrelated. Although (i) Mr. Zheng Nenghuan received the recovery of margin notice on November 3, 2025, and (ii) Mr. Zheng Nenghuan clearly signed the purchase agreement unilaterally on November 3, 2025, and implemented an unauthorized trading suspension from 9 am on November 4, 2025, both actions occurred very close in time, and both actions were unilaterally executed by Mr. Zheng Nenghuan without prior consultation with any other members of the board of directors. However, before further investigation, the board of directors cannot comment on the accuracy of the allegations in the complaint or confirm them. The investigation will largely depend on the cooperation of Mr. Zheng Nenghuan. The issues raised in the complaint will be included in the scope of the 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 of directors hereby reports that as of now, Mr. Zheng Nenghuan has not actively cooperated with the independent board committee and the external legal advisors hired to assist in the investigation. Mr. Zheng Nenghuan has not provided substantive information and documents necessary for a thorough and comprehensive review of the serious matters. The independent board committee will continue to conduct the investigation independently, fairly, 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 at the appropriate time.