Subject: Press release
PDF Document
File: Attachment 20240318 RFG Shareholder Update.pdf
RAFFLES FINANCIAL GROUP SHAREHOLDERS UPDATE
Singapore. 15 March 2023. Raffles Financial Group Limited (CSE: RICH) ("RFG'' or the
"Company") This is to give shareholders an update on the status of the Company.
2024 3 15 CSERICH"RFG"""
1. Update on the proposed Assignment of Solution As A Service ("SaaS") Agreement
"SaaS"
Background
In light of the foreign exchange control in China which restricts refund of the C$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 RFG 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.
"" SaaS
2,000 SaaS
"
" SaaS
Assignment of SaaS Agreement
We are pleased to inform shareholders that on 12 March 2024, the FI made an agreement to
transfer the equivalent of C$20 million of public-listed shares to RFG as the refund of the said
deposit. As it would take at least three months for RFG 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 CEO, Mr Huang Chuan, as the power of attorney to hold in trust for RFG the
said shares in his Hong Kong stock brokerage account. Upon RFG's stock brokerage account
is approved and opened, all the said public-listed shares will be transferred to this account.
This will facilitate the auditor's work in confirming the said shares are in RFG custody at
overseas. RFG would treat these public-listed shares as assets held for sale and all the sales
proceeds would be used for the business development of RFG.
SaaS
2024 3 12 2,000
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2. Resumption of trading upon completion of audit
RFG has sent the auditor nomination to the shortlisted auditor for their consent to act as auditor
for RFG. The shortlisted auditor has also confirmed they have 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, RFG will commence the outstanding
financial audits for the financial years ended June 30th, 2021, 2022 and 2023. RFG will seek
the resumption of trading on the Canadian Securities Exchange upon completion of the audits.
MNP LLP
2021 2022 2023 6 30
3. RFG USA related company - Apex Financial Group Limited ("Apex")
-- Apex Financial Group Limited"Apex"
We are pleased to inform shareholder that Apex has entered into a collaboration agreement
with Boustead Apex Inc ("BAI") to consolidate both parties' online crowdfunding advisory
businesses in South East Asia. The cooperation may result in Apex having shareholdings in
BAI for certain earn out performance consideration under the terms of the cooperation. As BAI
and both parties' businesses are considered start-ups, there are no certainties that the earn
out performance consideration can be achieved. Due to confidentiality of the agreement,
shareholders will be updated once the mandatory filings and disclosures are made by BAI.
Apex Boustead Apex Inc"BAI"
Apex BAI
BAI
BAI
About Apex
Apex is an investment holding company registered in Wyoming, United States in October 2022
by RFG's former Chairman with 50,150,000 shares of US$0.0001 par value each issued. As
explained in our News Release on March 10th, 2023, the intent is to distribute all Apex shares
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in specie to all RFG shareholders. Further to our News Release on December 15th, 2023, the
Company has decided to wait for the resumption of trading of RFG shares before deciding on
the next course of action.
Apex
Apex 2022 10
50,150,000 0.0001 2023 3 10
Apex
2023 12 15
4. Strike Off Dormant Companies
All dormant subsidaries owned by RFG have been strike-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 Chuan and RFG's previously
operating subsidiary, Raffles Financial Pte Ltd dated November 4th, 2022. Currently, the only
operating subsidiary of RFG is Asia OakTree Financial Pte Ltd, which is incorporated and
based in Singapore.
Raffles Financial Pte Ltd 2022 11 4
Asia OakTree Financial Pte Ltd
We will keep all stakeholders duly updated on the Company's developments.
About Raffles Financial Group Limited (CSE: RICH) Raffles Financial Group is listed on the
Canadian Securities Exchange Purchasable under the stock symbol (RICH:CN).
CSERICH
RICHCN
3
On behalf of the RFG Board of Directors
Monita Faris
Corporate Secretary
Phone: +1 604-283-6110
Email: monita@rafflesfinancial.co
Website: www.RafflesFinancial.co
The CSE has not reviewed and does not accept responsibility for the accuracy or adequacy of this release. Neither
the Canadian Securities Purchase nor its Regulation Services Provider (as that term is defined in the policies of
the Canadian Securities Purchase) accepts responsibility for the adequacy or accuracy of this release. Certain
statements contained in this release may constitute "forward looking statements'' or "forward-looking information"
(collectively "forward-looking information") as those terms are used in Canadian securities laws. These statements
relate to future events or future performance. The use of any of the words ``could", "intend", "expect", "believe",
"will", "projected", "estimated", "anticipates" and similar expressions and statements relating to matters that are not
historical facts are intended to identify forward-looking information and are based on the Company's current belief
or assumptions as to the outcome and timing of such future events
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