Ms. Monita Faris reports

RAFFLES FINANCIAL GROUP SHAREHOLDERS UPDATE - 15 DECEMBER 2023

Raffles Financial Group Ltd. (RFG) has provided an update on the status of the company.

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

Background

In light of the foreign exchange control in China that 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 that could facilitate refund of the deposit in China to RFG in the form of overseas assets, including offshore cash, assets, financial instrument or their combination.

Assignment of SaaS agreement

RFG is pleased to inform shareholders that HDB has identified an assignee and secured an assignment agreement with a party based in Hong Kong (FI) whereby FI shall take over all the rights and liabilities of the SaaS agreement. In particular, FI will arrange to refund RFG the $20-million deposit in the form of shares of companies (initial public offering shares) that are listed or to be listed on any main stock exchanges in 2024.

The company is to conduct the necessary due diligence work to ensure the condition precedents in accepting the refund are as follows:

• The pre-IPO shares to be transferred to RFG shall be based on the first day public listing price;
• Or the price of the listed shares shall be based on the closing price on the day the shares were transferred to RFG;
• And the IPO shares are free from any charges or liens.

Once these conditions are met, RFG will treat these financial instruments as assets held for sale and all the sales proceeds are to be used for the business development of RFG.

2. Resumption of trading upon completion of audit

RFG has shortlisted an auditor to accept the audit engagement for the three outstanding audit reports for the financial years ended June 30, 2021, June 30, 2022, and June 30, 2023. RFG is working closely with the shortlisted auditor on the audit procedures and requirements. Upon completion of the aforementioned assignment of SaaS agreement, there is no need for a physical on-site audit by the auditor in China. RFG will seek to resume trading on the Canadian Securities Exchange upon completion of the audits.

3. RFG's U.S.-related company -- Apex Financial Group Ltd.

In view of the aforementioned development and the filing and legal implications of distributing Apex shares to all RFG shareholders, the company has decided to wait for the resumption of trading of RFG shares before deciding on the next course of action.

4. Strike off dormant companies

Due to the COVID-19 pandemic, several of RFG subsidiaries were affected and became dormant during then. The company has decided to strike off or dispose of entities that are not operating and also to terminate all previously signed collaboration agreements subject to the counterparties consent and the authorities approval. This is necessary to keep the company lean and focused.

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

The company wishes you a merry Christmas and happy new year.

About Raffles Financial Group Ltd.

Raffles Financial Group is listed on the CSE, purchasable under the stock symbol RICH.

We seek Safe Harbor.