RAFFLESINTERIOR (01376): Resignation of Certain Directors, Independent Non-executive Directors, Authorized Representatives, Company Secretary and Process Agent; Trading Continues to Be Suspended
RAFFLESINTERIOR (01376) announced that on 17 September 2026, the Court of Appeal issued its judgment
RAFFLESINTERIOR (01376) announces that on 17 September 2026, the Court of Appeal handed down its judgment. In summary, the Court of Appeal: (i) restored the injunction prohibiting the Company from issuing 200 million new shares, as it considered that the dilution of Han Chen's majority shareholding would be difficult or impossible to restore, and that restraining the share issue did not cause substantial injustice to the Company, since from the Court of Appeal's perspective the Company's solvency was not threatened and other fundraising mechanisms remained available; (ii) ruled that when directors exercise their power under Article 64E of the Company's Articles of Association to adjourn a general meeting, they may not extend an extraordinary general meeting requisitioned by request beyond the two-month time limit under Article 58, nor adjourn an annual general meeting beyond the six-month period under Article 56; and (iii) upheld the order prohibiting the Company's directors from preventing Han Chen's proposed resolutions from being put to a vote and from being voted on by Han Chen.
The Board further announces the following resignations and changes to Board committees, each with effect from the date of this announcement: (i) Mr. Chan Ming Fai has tendered his resignation as an executive director and has ceased to be the chairman of the Board and the Company's authorized representative under Rule 3.05 of the Listing Rules; (ii) Ms. Luk Pui Shan has tendered her resignation as an executive director and has ceased to be a member of the Company's nomination committee; (iii) Mr. Wong Heung Ming has tendered his resignation as an independent non-executive director and has ceased to be the chairman of the Company's audit committee and a member of the Company's remuneration committee and nomination committee; (iv) Mr. Chan Chi Keung has tendered his resignation as an independent non-executive director and has ceased to be the chairman of the nomination committee and a member of the audit committee and remuneration committee; (v) Mr. Cheung Ka Lok has tendered his resignation as an independent non-executive director and has ceased to be the chairman of the remuneration committee and a member of the audit committee and nomination committee; and (vi) Mr. Yu Chi Lik has tendered his resignation as the Company's company secretary and has ceased to be an authorized representative and the Company's authorized representative for accepting service of legal process and notices in Hong Kong on behalf of the Company under Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).
The resignations of the resigning directors were made in response to the judgment of the Court of Appeal.
Trading in the Company's shares continues to be suspended.
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