RAFFLESINTERIOR接获投诉信

Core Viewpoint - Raffles Interior Limited has received an anonymous complaint alleging violations of China's foreign exchange control regulations related to a proposed acquisition of 100% equity in Kun Yuan Asset Limited for HKD 300 million, which may constitute a significant acquisition and connected transaction for the company [1] Group 1: Complaint Details - The complaint states that the target company holds 100% equity in Shenzhen Jin Xua Technology Co., Ltd., which possesses land use rights for the target assets [2] - The equity of Shenzhen Jin Xua was transferred to the target company shortly before the acquisition agreement was signed, raising concerns about the legality of the transfer [2] - The ultimate beneficial owner of the seller (the target company) is identified as Zheng Nenghuan, an executive director and controlling shareholder of Raffles Interior [2] Group 2: Legal Concerns - The complaint raises concerns about potential violations of China's foreign exchange control regulations, specifically regarding the lack of necessary registration with the State Administration of Foreign Exchange (SAFE) for the pre-acquisition transfer [3] - It is suggested that if the company proceeds with the acquisition without completing the required registration, it may constitute illegal cross-border fund transfers and violate relevant Chinese laws [3] Group 3: Corporate Governance and Responsibilities - The board of directors is responsible for ensuring compliance with applicable laws and regulations, including full and fair disclosure obligations [4] - The company has sought legal advice regarding the allegations and is awaiting confirmation from Zheng Nenghuan that the pre-acquisition transfer complies with relevant regulations [4] Group 4: Ongoing Investigations - As of the announcement date, Zheng Nenghuan has not provided any positive confirmation or sufficient evidence to refute the allegations in the complaint [5] - The independent board committee will conduct an investigation into the issues raised in the complaint, which was established on December 10, 2025, and approved by the board on December 15, 2025 [5]