Raffles Interior Limited （ 於開曼群島註冊成立的有限公司） （股份代號：1376） 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性亦不 發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因倚賴該等內容而引致的任何損 失承擔任何責任。 承董事會命 Raffles Interior Limited 非執行主席兼獨立非執行董事 黃向明 委任獨立財務顧問 獨立董事委員會及獨立股東的獨立財務顧問 茲提述Raffles Interior Limited（「本公司」）與瀚辰控股有限公司（「要約人」）所刊發日期為2025 年 8 月 7 日 的 聯 合 公 告（「 聯 合 公 告」）， 內 容 有 關（ 其 中 包 括 ）該 等 要 約 。 除 本 公 告 另 行 界 定 外，聯合公告所界定或採納的詞彙於本公告使用時具有相同涵義。 本公司董事會（「董事會」）謹此宣佈，昇世資本有限公司（「昇世資本」，根據證券及期貨條例 可進行第6類（ 就機構融資提供意見 ）受規管活動的持牌法團 ）已獲委任為獨立財務顧問，以 就該等要約（ 尤其是該等要約是否公 ...

Group 1 - The Hang Seng Index fell by 0.66%, down 165 points, closing at 24,916 points, while the Hang Seng Tech Index dropped by 0.99% [1] - The early trading volume in Hong Kong stocks reached HKD 112.6 billion [1] - President Trump signed an executive order allowing alternative assets like private equity, real estate, and cryptocurrencies to enter 401K retirement savings plans, potentially opening up about USD 12.5 trillion in retirement account funds [1] Group 2 - Cryptocurrency-related stocks surged, with notable increases in prices: 嘉实以太币 (03179) up 6.48%, 博时以太币 (03009) up 6.24%, 华夏以太币 (03046) up 6.13%, and 博雅互动 (00434) up 6.46% [1] - 阜博集团 (03738) saw a significant rise of over 16%, with its stock price increasing by over 50% this week as the company expands into content industry RWA business [1] - 歌礼制药-B (01672) increased by 7.65% as ASC30 completed patient enrollment in Phase IIa, with strong business development expectations [1] - 君实生物 (01877) rose by 6.5% due to improved market conditions in the PD-(L)1/VEGF sector [1] Group 3 - RAFFLESINTERIOR (01376) resumed trading with an 80% surge after a change in controlling interest and a 43.1% discount on a full acquisition offer [2] - 老铺黄金 (06181) increased by 2.96% after being included in the MSCI China Index, with changes effective at the end of the month [2] Group 4 - 北海康成-B (01228) rose by over 30%, with a cumulative increase of nearly 9 times since early June, driven by the potential of the drug维拉苷酶β for significant business development opportunities [3] - 东风集团股份 (00489) saw an early morning increase of over 8%, despite a more than 90% year-on-year decline in net profit for the first half, managing to turn a profit compared to the previous quarter [4] - 和黄医药 (00013) dropped over 15% in early trading, with a 9.2% year-on-year decline in mid-term revenue, although selling joint venture equity led to a more than 16-fold increase in net profit [4]

Group 1 - Raffles Interior (01376) resumed trading with a surge of 75%, reaching HKD 0.203, with a trading volume of HKD 9.159 million [1] - The company announced that the original major shareholder, Ultimate Global, transferred 51% of its shares to independent third party Hanchen Holdings, involving 510 million shares for a cash consideration of HKD 33.6 million [1] - Following the completion of the transfer, the offeror is required to make a mandatory general offer at HKD 0.066 per share, representing a discount of 43.1% compared to the last trading price before suspension [1] Group 2 - The offeror intends to continue developing the existing core business of the group and maintain the company's listing status [1] - The offeror is controlled by Zheng Nenghuan, who, along with his spouse Tang Judie, holds 70% and 30% of the interests, respectively [1] - Zheng Nenghuan is the sole director of the offeror [1]

据悉，要约人由郑能欢先生控制，且分别由郑能欢先生及其配偶唐菊娣女士直接实益持有70%及30%权 益。郑能欢先生为要约人的唯一董事。 根据收购守则规则26.1及规则13.1，要约人须作出强制性无条件现金要约，以收购所有已发行股份及尚 未行使可换股票据(要约人及╱或其一致行动人士已拥有及╱或同意收购者除外)。该等要约将由结好证 券代表要约人遵照收购守则按以下基准作出：每股要约股份0.066港元，较最后交易日于联交所所报收 市价每股0.116港元折让约43.1%;可换股票据要约的价值约为1237.5万港元。 RAFFLESINTERIOR(01376)及要约人瀚辰控股有限公司联合公布，要约人已于2025年7月29日向终极环 球企业有限公司完成收购公司5.1亿股股份，占公司于本联合公告日期的全部已发行股本的51.00%，代 价为3360万港元，相当于每股待售股份约0.066港元。 此外，公司已向联交所申请于2025年8月8日上午九时正起恢复股份于联交所买卖。 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本聯合公告的內容概不負責，對其準確性或完整性 亦不發表任何聲明，並明確表示，概不對因本聯合公告全部或任何部份內容而產生或因倚賴該等內容而引致 的任何損失承擔任何責任。 本聯合公告僅供參考，並不構成收購、購買或認購Raffles Interior Limited證券的邀請或要約，亦非於任何司法 權區招攬任何接納、投票或批准。 Raffles Interior Limited HAN VISION HOLDINGS LIMITED 瀚辰控股有限公司 （ 於開曼群島註冊成立的有限公司） （股份代號：1376） – 1 – （ 於香港註冊成立的有限公司） 聯合公告 (1)收購RAFFLES INTERIOR LIMITED的股份； (2)結好證券有限公司代表瀚辰控股有限公司 就收購RAFFLES INTERIOR LIMITED的 所有已發行股份及 尚未行使可換股票據 （瀚辰控股有限公司及╱或 其一致行動人士已擁有及╱或同意收購者除外）作出的 強制性無條件現金要約； 及 (3)恢復買賣 要約人的財務顧問及要約代理 買賣協議 本 公 司 獲 賣 方 告 知 ， 於 20 ...

FF301 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01376 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | 本月底法定/註冊股本總額： HKD 100,000,000 第 1 頁 共 10 頁 v 1.1.1 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: ...

Group 1 - The stock of RAFFLESINTERIOR (01376) was transferred from Emperor Securities Hong Kong to Jietao Securities on July 29, with a market value of HKD 59.16 million, accounting for 51% of the shares [1] - RAFFLESINTERIOR announced that its shares will be temporarily suspended from trading starting at 9:00 AM on July 25, 2025 [1]

RAFFLESINTERIOR发布公告，该公司股份将于2025年7月25日上午9时正起短暂停止买卖。 智通财经APP获悉，香港联交所最新资料显示，7月29日，RAFFLESINTERIOR(01376)股东将股票由英 皇证券香港转入结好证券，转仓市值5916万港元，占比51%。 ...

Group 1 - The Wuhan Second Factory is not undergoing a separate IPO but is being acquired by a Hong Kong-listed company, Raffles Interior Limited, which is a Singapore-based interior decoration service provider [2][3] - Raffles Interior Limited announced on October 18, 2023, that it received approval from the Hong Kong Stock Exchange for the acquisition and share conversion related to the Wuhan Second Factory [2] - The fair value of the 51% equity stake in the target company, which includes the Wuhan Second Factory's business, is estimated at HKD 26.1 million [3] Group 2 - The Wuhan Second Factory has launched several new soda flavors in 2023, including orange, pineapple, banana, cherry, strawberry, and blueberry, targeting the mid-to-high-end market [3] - The company aims to leverage international capital support and improve management standards following the acquisition, with a focus on expanding its products into international markets [3] - A listing celebration for the Wuhan Second Factory was held on October 19, 2023, marking its official listing [4]

Financial Performance - For the fiscal year ending December 31, 2024, the company's revenue decreased by approximately 48.3% to SGD 47.1 million from SGD 91.2 million in the previous year[13]. - The gross profit for the same period was approximately SGD 12.6 million, an increase of about 9.5% from SGD 11.5 million in 2023, resulting in a gross margin of 26.7%[18]. - The company reported a net profit of SGD 599,000 for the fiscal year ending December 31, 2024, down from SGD 1.4 million in 2023[13]. - The sales cost decreased by approximately 56.7% to SGD 34.5 million from SGD 79.7 million in the previous year, aligning with the revenue decline[17]. - Other income remained stable at approximately SGD 0.1 million for both fiscal years 2024 and 2023[19]. - Other losses increased by approximately SGD 0.8 million for the year ended December 31, 2024, compared to SGD 20,000 for the year ended December 31, 2023, primarily due to increased foreign exchange losses of SGD 0.2 million and fair value losses related to convertible bonds of SGD 0.3 million[20]. - The group's impairment loss reversal for the year ended December 31, 2024, was approximately SGD 0.6 million, compared to SGD 0.4 million for the year ended December 31, 2023, attributed to a significant decrease in trade receivables and contract assets[21]. - Administrative expenses for the year ended December 31, 2024, were approximately SGD 11.0 million, up from SGD 9.6 million for the year ended December 31, 2023, mainly due to an increase in employee costs of approximately SGD 1.6 million[22]. - Financing costs for the year ended December 31, 2024, were approximately SGD 634,000, compared to SGD 176,000 in 2023, with estimated interest on convertible bonds recognized at approximately SGD 517,000[23]. - Tax expenses for the year ended December 31, 2024, were approximately SGD 0.4 million, compared to SGD 2,000 in 2023, primarily due to the full utilization of unrecognized losses carried forward from the COVID-19 pandemic[24]. - The net profit attributable to the owners decreased from approximately SGD 1.4 million for the year ended December 31, 2023, to approximately SGD 0.6 million for the year ended December 31, 2024, a reduction of approximately SGD 0.8 million[25]. - As of December 31, 2024, the group had total cash and bank balances of approximately SGD 15.8 million, down from approximately SGD 17.0 million as of December 31, 2023, with bank borrowings of approximately SGD 0.6 million compared to SGD 1.6 million in 2023[27]. - The group's debt-to-equity ratio as of December 31, 2024, was 135.5%, significantly up from 16.2% in 2023[31]. Business Operations - The company has 19 ongoing projects with a theoretical contract value of approximately SGD 27.0 million, of which about SGD 5.0 million has been recognized as revenue by December 31, 2024[12]. - The company is well-positioned to capture new business opportunities as the Singapore construction industry recovers[9]. - The company has no significant changes in its main business operations as of December 31, 2024, which primarily involves providing interior decoration services through its subsidiary Ngai Chin Construction Pte Ltd[132]. - The company has established stable business relationships with major clients, including professional consultants and multinational corporations, enhancing market visibility[168]. - The company maintains a list of approved suppliers and subcontractors, continuously evaluating their performance based on various factors such as pricing and quality[169]. Corporate Governance - The company has a strong focus on corporate governance and has been involved in numerous regulatory applications and operations for leading financial institutions[51]. - The company has established a corporate governance framework based on the principles and regulations outlined in the Corporate Governance Code, ensuring compliance throughout the fiscal year ending December 31, 2024[61]. - The board of directors has maintained a balanced composition, including both executive and independent non-executive directors, to ensure robust independent judgment[66]. - All directors have completed an independent assessment of their independence, with satisfactory results reported for the fiscal year ending December 31, 2024[73]. - The board held regular meetings, with attendance records showing that all directors participated actively, with the highest attendance being 7 out of 7 meetings[70]. - The company has committed to high standards of corporate governance, aiming to protect shareholder interests and enhance corporate value[60]. - The company has implemented a mechanism for evaluating board independence, which includes annual reviews and action plans for improvement[72]. - The company has adhered to the Corporate Governance Code's requirement of having at least three independent non-executive directors, ensuring compliance with listing rules[71]. - The board is responsible for leading and monitoring the company, guiding management, and ensuring effective internal controls and risk management systems are in place[76]. - The company has established a code of conduct for securities trading by directors and related persons, confirming compliance throughout the fiscal year[64]. - The company aims to provide satisfactory and sustainable returns to shareholders while maintaining high ethical business standards[63]. - The company has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee, each with clearly defined powers and responsibilities[86]. - The Audit Committee consists of three independent non-executive directors, ensuring compliance with listing rules regarding financial management expertise[83]. - The company provides appropriate insurance coverage for directors and senior management against legal actions arising from corporate activities[84]. - The training records for directors indicate that all participated in reading relevant materials, ensuring they remain informed about regulatory developments[81]. - The company maintains a commitment to board diversity, with the Nomination Committee discussing measurable targets to achieve this goal[89]. - The company has adopted a board diversity policy aimed at enhancing corporate governance and board effectiveness, considering factors such as gender, age, and professional qualifications[91]. - The company aims to achieve a target of at least 20% female representation on the board and at least 50% in senior management within two years[93]. - Current gender representation shows 0% female on the board, 33.33% in senior management, and 12.23% across all employees[95]. - The nomination committee reviews the board diversity policy annually to ensure its effectiveness[92]. Risk Management and Compliance - The company has established a risk management and internal control system to manage operational and financial risks, with the board responsible for its effectiveness[101]. - The risk management policy includes procedures for identifying, assessing, and managing key business risks, with quarterly evaluations conducted by departments[103]. - The company has implemented a whistleblowing policy to allow employees to confidentially report concerns regarding financial reporting and internal controls[104]. - An anti-corruption policy has been established to prevent bribery within the company, with internal reporting channels available for employees[105]. - The company has engaged Baker Tilly Consultancy (Singapore) Pte. Ltd. for internal audit functions, which reviewed the effectiveness of the risk management and internal control systems for the year ending December 31, 2024[106]. - The board believes that the existing internal control policies are adequate, effective, and sufficient, despite some isolated incidents leading to audit reservations[107]. - The company has not identified any significant risks or internal control deficiencies since 2019, indicating that the issues leading to audit reservations were isolated events[109]. - The company secretary has undergone at least 15 hours of relevant professional training as required by the listing rules for the year ending December 31, 2024[116]. Shareholder Engagement - The company has established multiple communication channels to engage with shareholders and ensure their rights are protected during general meetings[117]. - Shareholders holding at least 10% of the paid-up capital can request the board to convene a special general meeting within two months of their request[118]. - The company has a structured process for shareholders to submit proposals for consideration at general meetings, requiring written submission at least 15 business days prior to the meeting[119]. - The board of directors has reviewed the implementation of the shareholder communication policy and believes it has been effectively implemented[127]. Sustainability and ESG - The company has established an environmental, social, and governance (ESG) working group to identify and manage ESG risks and report performance to the board[193]. - The company is committed to reducing its carbon footprint and minimizing waste generated from projects as part of its sustainability efforts[188]. - The group identified 16 key environmental, social, and governance (ESG) issues for the fiscal year 2024, with no changes from the previous year[196]. - The group maintains consistent data collection and disclosure methods for ESG reporting, ensuring comparability across reporting periods[199]. - Stakeholder engagement activities throughout the fiscal year included formal and informal communication, emphasizing the importance of transparency[200]. - Key concerns from stakeholders include fair employment practices, workplace safety, and sustainable profitability for shareholders[200]. - The group aims to establish strong, long-term relationships with stakeholders by understanding their expectations and concerns[200]. - The group has implemented employee training programs and feedback platforms to address employee concerns regarding compensation and job security[200]. - The group emphasizes compliance with legal regulations, including those set by the Hong Kong Stock Exchange[200]. - The group focuses on maintaining a safe working environment and fair treatment of suppliers and subcontractors[200]. - The group aims to contribute to the community through volunteer services and charitable activities[200].