Richly Field China Development : PROPOSALS FOR GENERAL MANDATE TO ISSUE SHARES, GENERAL MANDATE TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in Richly Field China Development Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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)

PROPOSALS FOR

GENERAL MANDATE TO ISSUE SHARES,

GENERAL MANDATE TO REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice of the AGM to be held at Jasmine Room, 3/F, Best Western Plus Hotel Hong Kong, 308 Des Voeux Road West, Hong Kong, on Thursday, 27 August 2020 at 11:00 a.m. is set out on pages AGM-1 to AGM-7 of this circular.

A form of proxy for use at the forthcoming AGM (or any adjournment thereof) is also enclosed. Whether or not you are able to attend and vote at the AGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.

29 July 2020

		CONTENTS
			Page
DEFINITIONS	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
ISSUE MANDATE AND REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . .	4
RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
CLOSURE OF REGISTER OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I	-	EXPLANATORY STATEMENT
		TO REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II	-	DETAILS OF DIRECTORS
		PROPOSED FOR RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . .	II-1
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"AGM"	the annual general meeting of the Company to be held at
	Jasmine Room, 3/F, Best Western Plus Hotel Hong Kong,
	308 Des Voeux Road West, Hong Kong, on Thursday, 27
	August 2020 at 11:00 a.m., or any adjournment thereof

"AGM Notice"

"Board"

"Bye-Laws"

"close associate(s)"

"Company"

the notice of the AGM which is set out on pages AGM-1 to AGM-7 of this circular

the board of Directors of the Company

the bye-laws of the Company, as amended from time to time

has the meaning ascribed thereto under the Listing Rules

Richly Field China Development Limited, a company originally incorporated in the Cayman Islands on 10 September 1990 and continued in Bermuda on 11 February 2004 as an exempted company with limited liability and the shares of which are listed on the Main Board of the Stock Exchange

"core connected person(s)"

"Group"

"Director(s)"

"HK$"

"Hong Kong"

has the same meaning ascribed thereto under the Listing Rules

the Company and its subsidiaries

the director(s) of the Company

Hong Kong dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the People's Republic of China

- 1 -

DEFINITIONS

"Issue Mandate"

"Latest Practicable Date"

"Listing Rules"

"Memorandum"

"Repurchase Mandate"

"SFO"

"Shareholder(s)" "Share(s)"

"Stock Exchange"

"Takeovers Code"

"%"

• For identification purpose only

a general unconditional mandate proposed to be granted at the AGM to authorise the Directors to allot, issue and deal with new Shares during the relevant period of up to 20% of the total number of issued shares of the Company as at the date of passing of the ordinary resolution described in paragraph 4 (as extended, where applicable, to cover such additional number of Shares referred in paragraph 6) of the AGM Notice, subject to adjustment as set out in the ordinary resolution described in paragraph 4 of the AGM Notice

24 July 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

the memorandum of continuance of the Company

a general unconditional mandate proposed to be granted at the AGM to authorise the Directors to repurchase Shares; during the relevant period of up to 10% of the total number of issued shares of the Company as at the date of passing of the ordinary resolution described in paragraph 5 of the AGM Notice, subject to adjustment as set out in the ordinary resolution described in paragraph 5 of the AGM Notice

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time

holder(s) of the Share(s)

ordinary share(s) of HK$0.05 each in the share capital of the Company

The Stock Exchange of Hong Kong Limited

the Codes on Takeovers and Mergers (as amended and supplemented from time to time) published by the Securities and Futures Commission of Hong Kong

per cent

- 2 -

LETTER FROM THE BOARD

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)
Executive Directors	Registered Office
LI Yi Feng	Victoria Place
(Chairman of the Board and Chief Executive Officer)	5th Floor
CHEN Wei (Vice President)	31 Victoria Street
Independent Non-executive Directors	Hamilton HM 10
Bermuda
HSU Wai Man Helen
WONG Tak Chun	Principal Place of Business
XU Jinghong	in Hong Kong
	Suite 506, ICBC Tower
	3 Garden Road, Central
	Hong Kong
	29 July 2020
To the Shareholders
Dear Sirs/Madam,

PROPOSALS FOR

GENERAL MANDATE TO ISSUE SHARES,

GENERAL MANDATE TO REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with notice of the AGM and information regarding the resolutions to be proposed at the AGM relating to, among other matters, (i) the grant of the Issue Mandate to the Directors, (ii) the grant of the Repurchase Mandate to the Directors and (iii) the re-election of Directors.

- 3 -

LETTER FROM THE BOARD

We regard annual general meeting as one of the principal channels to communicate with our Shareholders, and you are cordially invited to attend the AGM.

ISSUE MANDATE AND REPURCHASE MANDATE

At the AGM, separate ordinary resolutions will be proposed for the Shareholders to consider and, if thought fit, to grant to the Directors the Issue Mandate and the Repurchase Mandate, respectively. In addition, it will be proposed, by way of a separate ordinary resolution, that the Issue Mandate be extended by adding to it the aggregate number of Shares repurchased under the Repurchase Mandate, if granted.

An explanatory statement containing information relating to the proposed grant of the Repurchase Mandate as required pursuant to the Listing Rules is set out in Appendix I to this circular.

RE-ELECTION OF DIRECTORS

Pursuant to Bye-Law 99, Mr. Li Yi Feng ("Mr. Li") and Mr. Chen Wei ("Mr. Chen") will retire from office by rotation at the AGM and, being eligible, will offer themselves for re-election as executive Directors at the AGM.

The nomination committee of the Company ("Nomination Committee") has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the board diversity policy of the Company, the nomination policy of the Company and the corporate strategy of the Company. The Nomination Committee has recommended to the Board on re-election of the retiring Directors. The Board, having considered the recommendation of the Nomination Committee, considers that the retiring Directors will continue to contribute to the Board with their deep understanding of the business of the Group, diversity of skills and perspective and their devotion to the Board. The Nomination Committee and the Board therefore recommend the re-election of all the retiring Directors who are due to retire at the AGM.

Biographical details of the retiring Directors who will offer themselves to be re-elected in the AGM are set out in Appendix II to this circular. The re-election of these Directors will be individually voted by Shareholders at the AGM by way of ordinary resolutions.

- 4 -

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

1. 1. notice of the AGM is set out on pages AGM-1 to AGM-7 of this circular. At the AGM, in addition to the ordinary business of the meeting, ordinary resolutions will be proposed to approve
2. the grant of the Issue Mandate, the Repurchase Mandate and the extension to the Issue Mandate and (ii) the re-election of Directors. All resolutions to be proposed at the AGM will be voted on by poll.
3. 1. form of proxy for use at the AGM is enclosed with this circular. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority at the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at the AGM must be taken by poll except purely on those procedural or administrative matters. The chairman of the AGM will therefore demand a poll on each of the resolutions to be proposed at the AGM pursuant to Bye-Law 70. The results of the poll will be published on the websites of the Stock Exchange and the Company after the AGM in the manner prescribed under Rule 13.95(5) of the Listing Rules.

CLOSURE OF REGISTER OF MEMBERS

To ascertain the Shareholders' entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 24 August 2020 to Thursday, 27 August 2020, both days inclusive, during which no transfer of Shares will be effected. In order to qualify for the entitlement to attend and vote at the AGM, all transfers of Shares accompanied by the relevant shares certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong by 4:30 p.m. on Friday, 21 August 2020.

- 5 -

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Board is of the opinion that (i) the grant of the Issue Mandate and the Repurchase Mandate and the extension to the Issue Mandate and (ii) the re-election of Mr. Li and Mr. Chen as executive Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends you to vote in favour of all the resolutions to be proposed at the AGM.

Yours faithfully,

By Order of the Board

Richly Field China Development Limited

Li Yi Feng

Chairman and Chief Executive Officer

- 6 -

APPENDIX I EXPLANATORY STATEMENT TO REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information in relation to the Repurchase Mandate proposed to be approved at the AGM for your consideration.

LISTING RULES RELATING TO REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions.

SHAREHOLDERS' APPROVAL

All proposed repurchase of securities by the Company with primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of the Shareholders in general meeting, either by way of a general mandate or by a specific approval of a particular transaction.

SHARE CAPITAL

As at the Latest Practicable Date, there were 23,336,687,255 fully paid-up Shares in issue.

Subject to the passing of the relevant ordinary resolution approving the Repurchase Mandate at the AGM and on the basis that no further Shares will be issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 2,333,668,725 Shares, representing 10% of the issued share capital of the Company as at the date of the AGM, during the period from the passing of the relevant resolution to grant the Repurchase Mandate at the AGM until whichever is the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the date on which the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting; or (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or any applicable laws to be held.

REASONS FOR THE REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share of the Company and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders as a whole.

I - 1

APPENDIX I EXPLANATORY STATEMENT TO REPURCHASE MANDATE

FUNDING OF THE REPURCHASES

It is proposed that repurchases of Shares under the Repurchase Mandate would be financed by the Company's distributable profits or the proceeds of a new issue of Shares. In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum and Bye-Laws and the laws of Bermuda.

The Directors anticipate that there might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published unaudited accounts of the Company for the year ended 31 March 2020), in the event that the proposed Repurchase Mandate is to be exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

SHARE PRICES

Set out below are the highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the twelve months immediately prior to the Latest Practicable Date:

	Highest	Lowest
	HK$	HK$
2019
July	0.047	0.029
August	0.034	0.020
September	0.032	0.020
October	0.034	0.023
November	0.027	0.014
December	0.013	0.010
2020
January	0.012	0.010
February	0.010	0.010
March	0.010	0.010
April	0.010	0.010
May	0.010	0.010
June	0.010	0.010
July (up to the Latest Practicable Date)	0.010	0.010

I - 2

APPENDIX I EXPLANATORY STATEMENT TO REPURCHASE MANDATE

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Memorandum, the Bye-Laws and the laws of Bermuda.

As at the Latest Practicable Date, none of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any of the Shares held by him/her/it to the Company pursuant to any exercise of the Repurchase Mandate.

As at the Latest Practicable Date, no core connected person of the Company has notified the Company that he/she/it has a present intention to sell any of the Shares held by him/her/it to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

EFFECT OF THE TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of the Directors exercising the power of the Company to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert can obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Mr. Wang Hua is a controlling Shareholder who ultimately and beneficially owns 13,998,898,452 Shares (through his controlled corporations, namely, (i) Fine Bliss Limited being the registered holder of 2,340,000,000 Shares, which is wholly-owned by Good Moral Enterprises Limited, which is in turn wholly-owned by Complete Power International Limited, and which is in turn wholly- owned by Mr. Wang Hua; and (ii) Stimulate High Investment Limited being the registered holder of 11,658,898,452 Shares, which is wholly-owned by Mr. Wang Hua), representing approximately 59.99% of the total issued share capital of the Company. On the basis of the aforesaid and assuming the shareholding of Mr. Wang Hua and his controlled corporations remain the same and there is no change in the total number of issued Shares, Mr. Wang Hua's ultimate percentage shareholding will be increased to approximately 66.65% of the total issued share capital of the Company in the event the Repurchase Mandate is exercised in full.

I - 3

APPENDIX I EXPLANATORY STATEMENT TO REPURCHASE MANDATE

Accordingly, to the best of the Directors' knowledge and belief having made all reasonable enquiries, they are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchase made under the Repurchase Mandate.

Any repurchase of Shares which would result in less than 25% of the issued share capital of the Company being in public hands as required under Rule 8.08 of the Listing Rules can only be implemented with the approval of the Stock Exchange. However, the Directors have no present intention to and will not exercise the Repurchase Mandate to such an extent that the public float of the Company would fall below the minimum public float requirement under Rule 8.08 of the Listing Rules.

SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of the Shares (whether on the Stock Exchange or otherwise) has been made by the Company in the six months preceding the Latest Practicable Date.

I - 4

APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors who will retire and be eligible for reelection at the AGM:

Mr. LI Yi Feng

Mr. Li Yi Feng ("Mr. Li"), aged 57, was re-designated as an executive Director, chairman of the Board, chief executive officer, chairman of the nomination committee of the Board, member of the remuneration committee of the Board and the authorised representative of the Company under the Listing Rules on 31 January 2019 (the "Re-designation"). Immediately prior to the Redesignation , he was a non-executive Director.

Mr. Li has been engaged in construction planning, design, real estate and commercial properties for over 30 years and has gained extensive experience in planning, development, operation and management. He has a great wealth of experience in asset acquisition and mergers, business negotiations and capital operations.

Mr. Li obtained his Master's degree in Architecture from Xi'an Institute of Metallurgy and Construction Engineering*（西安治金建築學院）(now renamed as Xi'an University of Architecture and Technology)*（西安建築科技大學）. In addition, Mr. Li obtained his certificate of completion from Ontario Real Estate College in Canada.

Since 1985, Mr. Li has been engaging in architecture teaching, architecture study and design work. Since 2002, Mr. Li joined Homelife (Canada) and RE/MAX (Canada), offering consultancy services on residential and commercial property investments. Mr. Li joined the Company in early 2009 as the chief design officer. Since 2011, Mr. Li has served as the director of Richly Field (Beijing) Investment Consulting Co., Ltd*（裕田幸福城（北京）投資顧問有限公司）.

Following the Re-designation, Mr. Li was also appointed as a director of certain subsidiaries of the Company, namely Chuang Yu Holdings Limited, Globe Outlets City Holdings Limited, Globe Outlets City Limited, Mile Gain Limited, Million Harmony Holdings Limited, Million Harmony Limited, Pilot Will Holdings Limited, Pilot Will Limited, Profuse Gain Holdings Limited, Profuse Gain Limited, Quality Depot Limited, Richly Field Hainan Holdings Limited, King Future Holdings Limited and King Future Limited with effect from 31 January 2019.

Mr. Li has entered into a service contract with the Company for a fixed term of three years and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-Laws. The emolument of Mr. Li is HK$850,000 per annum, which was determined by the Board based on the recommendation of the Remuneration Committee having regard to his background, his responsibilities within the Group, the financial position of the Company and the prevailing market conditions.

II - 1

APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, and as at the date of this circular, (i) Mr. Li did not hold any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) Mr. Li does not have any interests in the shares of the Company within the meaning of Part XV of the SFO; (iii) Mr. Li does not hold other positions with the Company or any subsidiaries of the Company; (iv) Mr. Li does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company; and (v) there is no other information relating to Mr. Li that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules nor are there other matters relating to Mr. Li that need to be brought to the attention of the shareholders of the Company.

Mr. CHEN Wei

Mr. Chen Wei ("Mr. Chen"), aged 48, was re-designated as an executive director and the vice president of the Company on 21 March 2018. Immediately prior to such re-designation as executive Director, he was a non-executive Director.

Mr. Chen has extensive experience in aspects related to project planning and construction management. Mr. Chen graduated from Jinling Polytechnic University*（金陵職業大學）(now renamed as Jinling Institute of Technology*（金陵科技學院）) studying in decoration and

construction management. He was accredited as an engineer by Nanjing Construction Engineering Intermediate Professional Qualification Assessment Committee*（南京市建築施工工程中級專 業技術資格評審委員會）in December 2012. During the period from March 2015 to July 2017, Mr. Chen received further education in Zhongshan Vocational College*（鐘山職業技術學院）

majoring in society related works and completed all the required curriculums under the vocational

teaching plan. He has been engaging in construction management since 1996 and was the chairman of Nanjing First Construction Engineering Group Company Limited*（南京第一建築工程集團有

限公司）from 2008 to 2013.

Mr. Chen has entered into a service contract with the Company for a fixed term of three years and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-Laws. Mr. Chen is entitled to a director's emolument of RMB800,000 per annum. Mr. Chen's director emolument was determined by the Board based on the recommendation of the remuneration committee of the Company with reference to his duties and responsibilities with the Company.

Save as disclosed above, and as at the date of this circular, (i) Mr. Chen did not hold any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) Mr. Chen does not have any interests in the shares of the Company within the meaning of Part XV of the SFO; (iii) Mr. Chen does not hold other positions with the Company or any subsidiaries of the Company; (iv) Mr. Chen does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company; and (v) there is no other information relating to Mr. Chen that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules nor are there other matters relating to Mr. Chen that need to be brought to the attention of the Shareholders.

II - 2

NOTICE OF ANNUAL GENERAL MEETING

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)

NOTICE IS HEREBY GIVEN that the annual general meeting of Richly Field China Development Limited (the "Company") will be held at Jasmine Room, 3/F, Best Western Plus Hotel Hong Kong, 308 Des Voeux Road West, Hong Kong, on Thursday, 27 August 2020 at 11:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and consider the audited financial statements of the Company and the reports of the directors and auditors of the Company for the year ended 31 March 2020.
2. Each as a separate resolution, to re-elect the retiring directors of the Company and to authorise the board of directors of the Company (the "Board") to fix their remuneration.
3. 1. To re-elect Mr. Li Yi Feng as an executive director;
   2. To re-elect Mr. Chen Wei as an executive director;
   3. To authorise the Board to fix their remuneration.
4. To re-appoint SHINEWING (HK) CPA Limited as the auditors of the Company and to authorise the Board to fix their remuneration.

AGM - 1

NOTICE OF ANNUAL GENERAL MEETING

4. As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

"THAT

1. subject to paragraph (c) below, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with the unissued shares in the share capital of the Company and to make or grant offers, agreements and options (including options, bonds, warrants, debentures convertible into shares of the Company ("Shares") or similar rights to subscribe for any Shares) for such purpose be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) and rights of exchange or conversion which would or might require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional Shares in the capital of the Company) during or after the end of the Relevant Period;
3. the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the exercise of the power by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to Excluded Issues of Shares (as hereinafter defined), shall not exceed 20% of the aggregate number of issued Shares at the date of the passing of this resolution, subject to adjustment for each consolidation or sub-division of Shares the record date of which falls within the Relevant Period so that the maximum number of Shares that may be issued pursuant to the authority granted hereunder as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same and the said approval shall be limited accordingly:
4. 1. a Rights Issue (as defined below);
   2. an issue of Shares under any share option scheme or similar arrangement for the time being adopted, as varied from time to time, for the grant or issue or rights to acquire Shares;

AGM - 2

NOTICE OF ANNUAL GENERAL MEETING

1. 1. any issue of Shares in the Company upon the exercise of rights of conversion or under the terms of any securities which are convertible into Shares or warrants to subscribe for Shares; or
   2. any scrip dividend scheme or similar arrangement implemented in accordance with the Bye-Laws (each of the foregoing items (i) to (iv) serving an "Excluded Issue of Shares"); and
2. for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting; or
   3. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or any applicable laws to be held.

"Right Issue" means an offer of Shares open for a period fixed by the Directors to the holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory applicable to the Company)."

AGM - 3

NOTICE OF ANNUAL GENERAL MEETING

5. "THAT

1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (the "Securities and Futures Commission") and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the rules and regulations of the Securities and Futures Commission and the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
2. the aggregate number of Shares to be repurchased by the Company pursuant to the approval in sub-paragraph (a) of this resolution shall not exceed 10% of the aggregate number of Shares in issue at the date of passing of this resolution, Subject to adjustment for each consolidation or sub-division of Share the record date of which falls within the Relevant Period so that the maximum number of Shares that may be repurchased pursuant to the authority granted hereunder as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same and the said approval shall be limited accordingly; and
3. for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
   2. the date on which the authority set out in this resolution is revoked or expired by an ordinary resolution of the shareholders of the Company in general meeting; or
   3. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws of the Company or any applicable laws to be held."

AGM - 4

NOTICE OF ANNUAL GENERAL MEETING

6. "THAT, conditional upon passing of resolutions nos. 4 and 5 above, the unconditional general mandate granted to the Directors pursuant to resolution no. 4 above to exercise the powers of the Company to allot, issue and deal with unissued Shares in the capital of the Company be and is hereby extended by the addition thereto the aggregate number of Shares repurchased by the Company under the authority granted to the Directors pursuant to resolution no. 5 of this notice, provided that such extended amount shall not exceed 10% of the aggregate number of Shares in issue as at the date of the passing of this resolution subject to adjustment for each consolidation or subdivision of Shares the record date of which falls within the Relevant Period so that the maximum extended amount as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same."

By Order of the Board

Richly Field China Development Limited

Li Yi Feng

Chairman and Chief Executive Officer

Hong Kong, 29 July 2020

Notes:

1. A form of proxy to be used for the meeting is enclosed.
2. Every member entitled to attend and vote at the meeting is entitled to appoint another person as his/her/its proxy to attend and vote on his/her/its behalf. On a poll, votes may be given either personally or by duly authorized representative or by proxy. A proxy need not be a member of the Company. A member who is a holder of two or more shares may appoint more than one proxy to attend on the same occasion. If more than one proxy is appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed.
3. To ascertain the shareholders' entitlement to attend and vote at the annual general meeting of the Company, the register of members of the Company will be closed from Monday, 24 August 2020 to Thursday, 27 August 2020, both days inclusive, during which no transfer of Shares will be effected. In order to qualify for the entitlement to attend and vote at the annual general meeting of the Company, all transfers of Shares accompanied by the relevant shares certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong by 4:30 p.m. on Friday, 21 August 2020.
4. The form of proxy must be signed by a shareholder of the Company, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under seal or under the hand of an officer or attorney so authorised.

AGM - 5

NOTICE OF ANNUAL GENERAL MEETING

1. To be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon, and together with the power of attorney or other authority, if any, under which it is signed (or a notarially certified copy thereof), must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. Completion and return of the form of proxy or an instrument appointing a proxy will not preclude members from attending and voting in person at the above meeting or any adjourned meeting thereof should they so wish.
2. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto but if more than one of such joint holders are present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
3. With reference to resolution no. 2 above, Mr. Li Yi Feng and Mr. Chen Wei will retire and being eligible, will offer themselves for re-election at the annual general meeting of the Company. Details of the above Directors are set out in Appendix II to the circular dated 29 July 2020.
4. With reference to resolution No. 5 above, the circular dated 29 July 2020 containing an explanatory statement which sets out information regarding the repurchase by the Company of its own Shares will be sent to the members of the Company.

AGM - 6

NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

The health and safety of the Company's shareholders, staff and stakeholders is of paramount importance to us. In view of the ongoing Novel Coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the Annual General Meeting to protect each attendee from the risk of infection: -

1. Compulsory body temperature checks will be conducted for each attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue or be required to leave the meeting venue.
2. Each attendee is required to wear a surgical face mask throughout the meeting and inside the meeting venue unless exempted under the Prevention and Control of Disease (Wearing of Mask) Regulation (Cap. 599I), and to maintain a safe distance between seats.
3. No refreshment will be served, and there will be no corporate gift.

In addition, the Company reminds all shareholders that physical attendance in person at the meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) in the particular manner as specified by the shareholder at the meeting instead of attending the meeting in person, by completing and return the proxy form attached to this document.

If any shareholder chooses not to attend the meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the board of directors of the Company, he/she is welcome to send such question or matter in writing to our registered office or to our email at [e-mail]. If any shareholder has any question relating to the meeting, please contact Tricor Secretaries Limited, the Company's Hong Kong branch share registrar as follows: -

Tricor Secretaries Limited

Level 54, Hopewell Centre 183 Queen's Road East, Hong Kong

Email: [e-mail]

HK Tel: [phone]

Fax: [phone]

If tropical cyclone warning signal no. 8 or above is hoisted or "extreme conditions" caused by super typhoons or a black rainstorm warning signal is in force at 7:00 a.m. on Thursday, 27 August 2020, the meeting will be postponed and further announcement for details of alternative meeting arrangements will be made. The meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.

AGM - 7