Ms. Monita Faris reports

RAFFLES FINANCIAL SHAREHOLDERS UPDATE

Raffles Financial Group Ltd. is giving shareholders an update on the corporate and audit status of the company.

1. Update on the proposed assignment of solution-as-a-service agreement

Background

In light of the foreign exchange control in China which prohibits refund of the $20-million deposit being held by HuDuoBao Network Technology Co. Ltd. (HDB) under the SaaS agreement in China to the company's overseas account, HDB had been exploring ways to assign the SaaS agreement to an entity or financial institution which could facilitate refund of the deposit in China to Raffles in the form of overseas assets, including offshore cash, assets, financial instrument or their combination to be agreed by Raffles.

Assignment of SaaS agreement

The company is pleased to inform shareholders that HDB has identified an assignee and secured an assignment agreement with a financial institution based in China whereby FI shall take over all the rights and liabilities of the SaaS agreement. In particular, FI will arrange to refund Raffles the $20-million deposit in the form of initial public offering shares of an overseas company that is to be listed on the Nasdaq Capital Market in 2023. The board is preliminarily satisfied with the equivalent value of those shares whereas the board is now conducting a due diligence work to ensure the condition precedents in accepting the refund as follows are fulfilled.

1. The financial instrument to be transferred to Raffles shall be accessible to the company for due diligence, capitalization appraisal and evaluation to be performed by Raffles or third party professionals commissioned by Raffles.
2. The asset or financial instruments shall be free and clear of all security interests, pledges, mortgages, liens, charges, encumbrances, adverse claims or restrictions of any kind.

Should the above condition be confirmed to be fulfilled and the refund be approved by the board, Raffles will make arrangements for these IPO shares to be charged and finally be held for capital appreciation, be sold on the market or be distributed to the shareholders for the benefit of Raffles shareholders.

2. Resumption of trading

Meanwhile, it is still waiting for the shortlisted auditor to accept its audit engagements for the two outstanding audit reports for the financial year ended June 30, 2021, and 2022. Raffles is still in active communication with the shortlisted auditor to fulfill the client acceptance procedures as required by it. It expects the completion of the assignment of the SaaS agreement as mentioned above will simplify and expedite the necessary audit procedures for the outstanding audits as it would eliminate the need of a physical on-site audit by an auditor in China. Thereafter, the company will request for the resumption of trading of the company's shares. Once all the audit reports are completed, the company will seek to resume trading on the Canadian Securities Exchange.

3. Business update on the United States-related company -- Apex Financial Group Ltd.

Apex is an investment holding company registered in Wyoming, United States, in October, 2022, with 50.15 million shares of 0.01-U.S. cent par value. As explained in the news release on March 10, 2023, the intent is to distribute all Apex shares in specie to all Raffles shareholders. Due to filing and legal encumbrances, there is a delay in distributing Apex shares to Raffles shareholders. Its Canada and U.S. legal counsels are working out the appropriate way to fulfill the registration requirement under Securities And Exchange Commission to allocate these Apex shares to Raffles shareholders, free of charge.

Apex has a wholly owned subsidiary incorporated in Singapore, Apex Digital Pte. Ltd. (AD), and is registered with the Monetary Authority of Singapore as an exempt corporate finance adviser specializing in advising Indo-Pacific companies on how to raise funds on-line and get listed on U.S. private equity platforms in compliance with the regulations A, A+, CF, D and S.

AD is not a broker, introducer and agent of any exchanges, portals and security firms, and does not receive any fees, incomes, commissions or payments from any of them. Apex bills clients for on-line fundraising advisory and arrangement services, investor relations communications planning and support, and business and corporate governance consulting.

AD is the manager of Apex Business Club that provides members assistance in opening offshore banking accounts, linking their global debit/credit cards and e-wallets to their bank accounts, on-line support to apply for letters of credit, and bank guarantees plus updates on listings and IPO matters.

Currently, AD has four advisory clients seeking listing on the U.S. private equity exchanges, and upon successful listing and its fundraising exercises, AD will realize and book advisory fee as earned income. On the corporate finance advisory level, AD has advisory assignments with the major shareholders of a Canadian bank, a leading U.S. on-line broker/dealer and a $4-billion Richmond, B.C., project developer.

"We are blessed with so many assignments we have on hand and believe going forward we will achieve breakthroughs we cannot imagine," Abigail Zhang, executive director of Apex Digital.

The company will keep all stakeholders duly updated on the company's developments.

About Raffles Financial Group Ltd.

Raffles is listed on the Canadian Securities Exchange purchasable under the stock symbol RICH.

We seek Safe Harbor.