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Raffles Financial Group Ltd
Symbol RICH
Shares Issued 50,105,000
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Raffles enters deal for transfer of $20M in shares

2024-03-20 16:16 ET - News Release

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

2 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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