Richly Field China Development : INSIDE INFORMATION UPDATE ON WINDING-UP PETITION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

RICHLY FIELD CHINA DEVELOPMENT LIMITED

裕 田 中 國 發 展 有 限 公 司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(stock code: 313)

INSIDE INFORMATION

UPDATE ON WINDING-UP PETITION

This announcement is made by Richly Field China Development Limited (the "Company") under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and pursuant to Rules 13.09(1) and 13.25(1)(b) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

Reference is made to the announcement of the Company dated 29 August 2019 regarding the winding-up petition against the Company (the "Announcement"). Unless the context otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

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ALLEGED BASIS OF THE PETITION

The main allegations by the Petitioner in the Petition are as follows:

1. The Petitioner alleges that the Company is unable to pay its debts owed to the Petitioner in the amount of HK$91,399,761.36 together with interest accrued at the daily rate of HK$48,850.75 thereon from 1 October 2018 (the "Debt").
2. The Petitioner also alleges that the Debt is owed by the Company to the Petitioner under (1) the Loan Agreement dated 8 August 2014 between, inter alia, the Company as the borrower and the Petitioner as the lender; (2) the Settlement Agreement dated 30 October 2015 between, inter alia, the Company as the borrower and the Petitioner as the lender; (3) the Supplemental Settlement Agreement dated 13 January 2017 between, inter alia, the Company as the borrower and the Petitioner as the lender; (4) the Bond Note dated 13 November 2015; and (5) the Revised Bond Note dated 13 January 2017. The Petitioner alleges that, as at the date of the statutory demand (3 October 2018) served on the Company on 3 October 2018 at the Company's principal place of business in Hong Kong pursuant to section 327(4)(a)(i)(A) of the CWUMPO, the Debt was in the sum of the principal amount of HK$89,152,626.66 together with interest thereon in the sum of HK$2,247,134.70 at the rate of 20% per annum for 46 days from 15 August 2018 to 30 September 2018. The Petitioner alleges that interest continues to accrue on the outstanding principal amount of HK$89,152,626.66 at the daily rate of HK$48,850.75 from 1 October 2018 until payment. The Petitioner also alleges that the Company is also liable for all costs, charges, expenses in connection herewith.
3. The Petitioner further alleges that the Company has failed to make payment in respect of the Debt and therefore the Debt is outstanding and owing to the Petitioner as at the date of the Petition.
4. The Petitioner further alleges that, in the circumstances, the Company is deemed to be insolvent and unable to pay its debts in accordance with section 327(3)(b) of the CWUMPO and that it is just and equitable that the Company should be wound up.

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EFFECT OF THE PETITION UNDER THE APPLICABLE LAWS AND REGULATIONS

Pursuant to section 182 of the CWUMPO, and Article 166 of the Bermuda Companies Act (1981), any disposition of the property of the Company, including things in action, and any transfer of shares of the Company ("Shares"), or alteration in the status of the members of the Company, made after the commencement of the winding up, shall, unless the court otherwise orders, be void.

The Company wishes to remind its shareholders and the potential investors of the Company of the risk that the Shares may be restricted as the deposits of the Shares into Central Clearing and Settlement System ("CCASS") may be suspended due to the Petition. Pursuant to the circular dated 28 December 2016 published by the Hong Kong Securities Clearing Company Limited ("HKSCC") (ref no. CD/DNS/CCASS/332/2016): (a) the transfer of the Shares made after the Petition has been presented may be void without a validation order from the court under the laws and regulations applicable to the Company; and (b) HKSCC may at any time, and without notice, to temporarily suspend any of its services in respect of the Shares, which may include the suspension of acceptance of deposits of share certificates of the Company into the CCASS; and the share certificates of the Company received by HKSCC but not yet re-registered in HKSCC Nominee Limited's name will also be returned to participants who conduct shares transfer through HKSCC (the "Participant(s)") and HKSCC shall reserve the right to reverse any credit granted to such Participant by debiting the relevant shares from its CCASS account accordingly. These measures would generally cease to apply from the date when the Petition has been struck-out, dismissed or permanently stayed, or the Company has obtained the necessary validation order from the relevant court. The Petition was filed in the Court only as an application for the winding-up of the Company and as at the date of this announcement no winding-up order has been granted by the Court to wind-up the Company.

The Company is seeking legal advice from its legal adviser in relation to the application for a validation order in respect of the transfer of its Shares.

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POSITION OF THE COMPANY IN RELATION TO THE PETITION

The Company will contest the basis of calculation of the Debt as alleged in the Petition, and the Company is actively seeking legal advice in relation to the Petition. The Company is also concurrently in the process of negotiating with the Petitioner for an amicable settlement of the matter. The Company will endeavor to agree on a joint application to dismiss the Petition as soon as practicable. As at the date of this announcement, no settlement agreement regarding the Petition has been reached.

The Company will make further announcement(s) to keep its shareholders and investors informed of any significant developments in relation to the Petition as and when appropriate.

Shareholders of the Company and potential investors should exercise caution when dealing in the Shares or other securities of the Company.

By Order of the Board

Richly Field China Development Limited

Li Yi Feng

Chairman and Chief Executive Officer

Hong Kong, 4 September 2019

As at the date of this announcement, the Board comprises two executive directors, namely Mr. Li Yi Feng (Chairman) and Mr. Chen Wei (Vice President) and three independent non- executive directors, namely Ms. Hsu Wai Man Helen, Mr. Wong Tak Chun and Mr. Xu Jinghong.

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