RAFFLESINTERIOR (01376.HK): Appeal Court Restores Injunction, Five Directors Resign
- The Court of Appeal also ruled that the directors may not extend a requisitioned extraordinary general meeting beyond the two-month period set out in the Articles when postponing general meetings.
- Following the resignations, Mr. Zheng Nenghuan is the sole remaining director, with his duties remaining suspended, and the audit, remuneration and nomination committees are all vacant.
- The resigning directors said the independent investigation had found sufficient evidence that Mr. Zheng Nenghuan engaged in misrepresentation, non-disclosure and conflicts of interest.
NewTimeSpace News: On 18 September 2026, Raffles Interior Limited (stock code: 01376) announced that the Cayman Islands Court of Appeal delivered its judgment on 17 September 2026, restoring the injunction restraining the Company from issuing 200 million new shares on the basis that the dilution of Hanchen Holdings Limited's majority shareholding would be difficult or impossible to reverse. The Court of Appeal also ruled that in exercising its power under Article 64E of the Articles to postpone general meetings, the Board may not extend a requisitioned extraordinary general meeting beyond the two-month period under Article 58 or postpone the annual general meeting beyond the six-month period under Article 56, and upheld the order restraining the Company's directors from preventing Hanchen's proposed resolutions from being put to the vote and voted on by Hanchen.
The Board also announced that Mr. Ding Hing Hui resigned as executive director, chairman of the Board and authorised representative under Rule 3.05 of the Listing Rules; Ms. Loke Pui San resigned as executive director; Mr. Wong Heung Ming Henry, Mr. Chan Chi Keung, Alan and Mr. Cheung Garnok resigned as independent non-executive directors; and Mr. Yu Cheeric James resigned as company secretary and authorised representative. The resigning directors also ceased to hold their positions on the audit, remuneration and nomination committees. The resignations took effect on the date of the announcement.
The announcement stated that the resignations were made in response to the judgment of the Court of Appeal. The resigning directors confirmed that they had no disagreement with the Board (save for Mr. Zheng Nenghuan) and considered it their responsibility to express serious concerns about the Company's prospects to shareholders and the Stock Exchange, and were of the view that the inevitable full reconstitution of the existing Board, and its expected replacement by a board largely nominated by Hanchen, would materially affect the manner in which the Company maintains its corporate governance and the standards it may adopt in addressing the investigation and the resumption guidance.
The resigning directors stated that the completed independent investigation had found sufficient evidence that Mr. Zheng Nenghuan engaged in conduct involving misrepresentation, non-disclosure, conflicts of interest and a blatant disregard of proper corporate governance, and that he disregarded the Company's internal control measures and pushed forward an acquisition. Following the resignations, Mr. Zheng Nenghuan is the sole remaining director of the Company, with his duties remaining suspended, and the Board committees remain vacant; trading in the Company's shares has been suspended since 1 April 2026 and will remain suspended until further notice pending fulfilment of the resumption guidance.
NewTimeSpace Disclaimer: All content herein is the original work of NewTimeSpace. Any reproduction, reprinting, or use of this content in any other manner must clearly indicate the source as "NewTimeSpace". NewTimeSpace and its authorized third-party information providers strive to ensure the accuracy and reliability of the data, but do not guarantee the absolute correctness thereof. This content is for reference only and does not constitute any investment advice. All transaction risks shall be borne by the user.
