Waiver::Application for Second Waiver from Compliance and Second EOT to Hold AGM and File AR for FY2020

ZHONGMIN BAIHUI RETAIL GROUP LTD.

(Incorporated in the Republic of Singapore)

(Registration No. 200411929C)

(the "Company")

APPLICATION FOR A SECOND WAIVER FROM COMPLIANCE WITH RULE 707(1) OF THE SGX-ST LISTING MANUAL AND A SECOND EXTENSION OF TIME TO HOLD THE ANNUAL GENERAL MEETING ("AGM")

AND FILE ITS ANNUAL RETURN FOR ITS FINANCIAL YEAR ENDED 31 DECEMBER 2020 ("FY2020")

The Board of Directors of Zhongmin Baihui Retail Group Ltd. (the "Company", and together with its subsidiaries, collectively, the "Group") (the "Board") refers to the announcements released by the Company on 1 March 2021, 12 April 2021, 22 April 2021, 23 April 2021, 10 May 2021 and 19 May 2021 in relation to the approvals granted to the Company from the Singapore Exchange Securities Trading Limited (the "SGX-ST") and the Accounting and Corporate Regulatory Authority ("ACRA") for the AGM Extension of Time and AR Extension of Time. Unless otherwise defined here, capitalised terms used in this announcement shall have meaning ascribed to them in the 1 March 2021, 12 April 2021, 22 April 2021, 23 April 2021, 10 May 2021 and 19 May 2021 announcements.

The Board wishes to announce that due to unforeseen circumstances, the Company is not in the position to meet its current deadline to hold its AGM and file its annual returns for FY2020, being 29 June 2021 and 30 July 2021, respectively. The Company has on 11 June 2021 applied to (i) SGX-ST for a second waiver from having to comply with Rule 707(1) of the Listing Manual of the SGX-ST and for a second extension of time for a period of thirty (30) days to hold the Company's FY2020 AGM from the current deadline of 29 June 2021 to 29 July 2021 (the "Second AGM Extension of Time"); and (ii) ACRA for the Second AGM Extension of Time and a second extension of time for a period of thirty (30) days to file the Company's annual return for FY2020 from the current deadline of 30 July 2021 to 29 August 2021 (the "Second AR Extension of Time").

The grounds for the Company's application for the AGM Extension of Time and AR Extension of Time as elaborated in the 12 April 2021 announcement continue to affect the Company's efforts to complete its audit fieldwork and review for FY2020.

The grounds for the Company's application for the Second AGM Extension of Time and Second AR Extension of Time are as follows:

1. As the operating systems and accounting systems are not integrated, additional reconciliation may be required. Furthermore, the data extracted from each system as well as the reconciliation performed on such data is subject to further internal review before provision of the same to the auditors. As mentioned in the Company's first extension of time application, the Company has tightened its internal processes with regard to the handling of commercially sensitive information. This resulted in more time required to provide the necessary documents to the auditors.
2. Furthermore, management is focused on the setting up of the 380,000 sqm Wuxi Outlet Mall which is currently a work-in-progress and is expected be fully operational and open to the public this year. Management is also involved in the planning stage in respect of the four (4) other joint venture agreements that were signed in 2021.
3. Due to the travel restrictions imposed as a result of the COVID-19 situation, the management team situated in Singapore was not available in China to facilitate the audit and review process. Furthermore, due to the recent increased number of COVID-19 cases in Singapore, there are still various safety protocols imposed by the Ministry of Foreign Affairs of Singapore that affect straightforward travel between Singapore and China. As such, longer time was required to provide the necessary explanations and clarifications in respect to the audit matters. The management team situated in

Singapore has been working to coordinate the remote and virtual audit review and to provide the necessary explanations and clarifications to the auditors.

1. In addition, there has been turnover in the accounting staff handling the FY2020 audit. The shortage of manpower, the increased difficulties in coordinating the audit review process, as well as the increased number of projects in the pipeline have severely impacted the efficiency of the Group's year audit fieldwork and review and the audit timeline for FY2020.
2. All of these developments have resulted in a delay in the completion of the Group's financial reporting program for purposes of complying with the Group's obligation to prepare its audited financial statements and its annual report for FY2020 and hold its annual general meeting within the prescribed four (4) months period from the end of its FY2020 (i.e. 30 April 2021) under the Listing Manual of the SGX-ST and the extended two (2) months period from 30 April 2021 (i.e. 29 June 2021).
3. Consequently, the auditors will require a longer time to review and complete their audit fieldwork before issuing the audited financial statements for FY2020. This has resulted in the delay in the release of the Company's Annual Report for FY2020.

The Company will make the necessary announcement upon receiving a reply or an approval from the SGX- ST and ACRA.

By Order of the Board

Andrew Lim Kok-Kin

Executive Director

11 June 2021