Mr. Huang Chuan reports

RAFFLES FINANCIAL GROUP SHAREHOLDERS UPDATE

Raffles Financial Group Ltd. has given shareholders an update on the 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 restricts the refund of the $20-million deposit being held by HuDuoBao Network Technology Co. Ltd. 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 the refund of the deposit in China to Raffles in the form of overseas assets, including offshore cash, assets, financial instrument or their combination. HDB had identified an assignee and secured an assignment agreement with a party based in Hong Kong (the FI), whereby FI shall take over all the rights and liabilities of the SaaS agreement.

Assignment of SaaS agreement

On March 12, 2024, the FI made an agreement to transfer the equivalent of $20-million of publicly listed shares to Raffles as the refund of the said deposit. As it would take at least three months for Raffles to open a stock brokerage account in Hong Kong or set up a Hong Kong subsidiary to open it for this purpose, the board has appointed the chief executive officer, Huang Chuan, as the power of attorney to hold in trust for Raffles the said shares in his Hong Kong stock brokerage account. Upon Raffles' stock brokerage account being approved and opened, all the said publicly listed shares will be transferred to this account. This will facilitate the auditor's work in confirming the said shares are in Raffles' custody overseas. Raffles would treat these publicly listed shares as assets held for sale, and all the sales proceeds would be used for the business development of Raffles.

2. Resumption of trading upon completion of audit

Raffles has sent the auditor nomination to the shortlisted auditor for its consent to act as auditor for Raffles. The shortlisted auditor has also confirmed it has received the professional clearance from the previous auditor MNP LLP. Upon the completion of the client's acceptance procedure being conducted by the shortlisted auditor, Raffles will commence the outstanding financial audits for the financial years ended June 30, 2021, 2022 and 2023. Raffles will seek the resumption of trading on the Canadian Securities Exchange upon completion of the audits.

3. Raffles' United States-related company -- Apex Financial Group Ltd.

Apex has entered into a collaboration agreement with Boustead Apex Inc. to consolidate both parties' on-line crowdfunding advisory businesses in Southeast Asia. The co-operation may result in Apex having shareholdings in BAI for certain earnout performance consideration under the terms of the co-operation. As BAI and both parties' businesses are considered start-ups, there are no certainties that the earnout performance consideration can be achieved. Due to the confidentiality of the agreement, shareholders will be updated once the mandatory filings and disclosures are made by BAI.

About Apex Financial Group Ltd.

Apex is an investment holding company registered in Wyoming, United States, in October, 2022, by Raffles's former chairman with 50,150,000 issued shares of 0.01-cent par value each. As explained in the news release on March 10, 2023, the intent is to distribute all Apex shares in specie to all Raffles shareholders. Further to the news release on Dec. 15, 2023, the company has decided to wait for the resumption of trading of Raffles shares before deciding on the next course of action.

4. Strike off dormant companies

All dormant subsidiaries owned by Raffles have been striked off and disposed of. All previous signed collaboration agreements have been terminated with the respective parties except one share purchase agreement signed between Mr. Huang and Raffles' previously operating subsidiary, Raffles Financial Pte. Ltd., dated Nov. 4, 2022. Currently, the only operating subsidiary of Raffles is Asia OakTree Financial Pte. Ltd., which is incorporated and based in Singapore.

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.