RAFFLESINTERIOR (01376.HK): Takeover of Singapore Subsidiary Obstructed, Entrenched Provisions Disclosed, Shares Stay Suspended

NewTimeSpace News: Raffles Interior Limited (stock code: 01376) announced on 15October 2026 that the Company and its wholly-owned subsidiary Flourishing Honour Limited (FHL) have demanded that Mr. Chen Minghui, Mr. Tan Junda Anthony, Mr. Lo Litchow and Mr. Lo Litfat immediately cease obstructing and fully cooperate with the handover. The announcement stated that FHL is the sole shareholder of Ngai Chin Construction Pte. Ltd. (Ngai Chin), and that following the resignation of the former directors, the Company held an extraordinary general meeting on 18 September 2026 and appointed a new board.

The announcement disclosed that in order to complete the change of directors of Ngai Chin, FHL formally passed written resolutions on 29 September and 5 October 2026 appointing new directors of Ngai Chin and removing Mr. Chen Minghui from the board. As sole shareholder, FHL dispatched a representative team on 5 October 2026 to take over Ngai Chin in Singapore, but the process was obstructed by barriers set up by Mr. Chen and others and has made no progress to date. The Company stated that Mr. Tan Junda Anthony and Mr. Chen Minghui still have not fully cooperated with the handover of management control of Ngai Chin, that the directors appointed by FHL have been unable to access Ngai Chin's systems, including the ACRA filing system, without hindrance, so that the new directors cannot complete the necessary ACRA filings and the Company is hindered in discharging its obligations as a subsidiary of a listed issuer.

The announcement further revealed that the constitution and bye-laws of Ngai Chin were amended by special resolutions of FHL on 27 July 2026 and submitted to ACRA on 29 July 2026, introducing provisions requiring the prior written consent of Mr. Lo Litchow and Mr. Lo Litfat, neither of whom is a shareholder of Ngai Chin, before any resolution to remove a director takes effect, and requiring their consent for important resolutions such as amending the bye-laws, changing the nature or scope of the business, borrowings above S$2,000,000 and the removal and replacement of directors, with such provisions designated as entrenched provisions. The Company said that, given a Cayman court ruling in June 2026 that was unfavourable to the Company's former board, the timing of these amendments is noteworthy, and that FHL's legal adviser has advised that the amendments are inconsistent with section 184G of the Companies Act 1967 in Singapore, are illegal, void and ineffective, and may constitute criminal fraud. The Company stated it will take further legal action and reserves all necessary steps to protect the interests of the Company and its sole shareholder.

At the Company's request, its shares have been suspended from trading on the Stock Exchange since 9:00 a.m. on 1 April 2026 and will remain suspended until further notice, pending satisfaction of the resumption guidance.