Shareholders Approval Obtained for The Acquisition of Ningxia Jinguan, and the Loan Capitalisation Agreement and other Resolutions
Feb 21, 2018

Richly Field China Development Limited ("Richly Field China" or the "Company"; stock code: 313) is pleased to announce that its shareholders have approved the HK$270 million acquisition of Ningxia Jinguan Property Investment Co. Ltd (the "Ningxia Jinguan"), the Loan Capitalisation Agreement, the grant of the Specific Mandate to issue the Consideration Shares and Capitalisation Shares, increasing Authorised Share Capital of the Company, as well as the application for the Whitewash Waiver at the special general meeting ("SGM") held on 21 Feb, 2018.

Shareholders approved Richly Field China and Shanghai Jun Xiang International Trading Company Limited (the "Richly Field (Shanghai)"), a wholly-owned subsidiary of the Company, to purchase the entire equity interest of JeShing Real Estate Group Company Limited (the "JeShing") from the Company's controlling shareholder Mr. Wang Hua ("Mr. Wang"). The consideration for the Acquisition will be satisfied by the Company allotting and issuing 3,139,534,884 Consideration Shares at a price of HK$0.086 per Consideration Share. Ningxia Jinguan is principally engaged in property development and management and home furnishing. It owns a property located at Yinchuan City, Ningxia, known as "JeShing European City".The property comprises five parcels of land with a total site area of approximately 133,332 square metres and a residential and commercial complex which is currently being constructed thereon, comprising department stores, hypermarket for high-end furniture, supermarkets, shops, entertainment facilities, service apartments and SOHO apartments. The development is scheduled to be completed in October 2018.

Shareholders also approved the Loan Capitalisation Agreement entered into between the Company, JeShing and Mr. Wang. As designated by JeShing, a total of 7,010,533,301 Capitalisation Shares (representing approximately 53.16% of the existing issued share capital and approximately 34.71% of the enlarged issued share capital of the Company) at the price of HK$0.086 per Capitalisation Share will be allotted and issued to Stimulate High Investment Limited (the "Stimulate High") by way of capitalising the Loan of RMB510,937,173. The Capitalisation Shares will be issued under the proposed Specific Mandate. Immediately upon completion of the Acquisition and Loan Capitalisation, the issued share capital of the Company owned by Mr. Wang will be increased from approximately 31.23% to approximately 61.14%. In addition, shareholders also approved an increase of authorised share capital of the Company from HK$1 billion to HK$2 billions by creating 20 billion additional unissued Shares. Further, the application for the Whitewash Waiver by Mr. Wang and Stimulate High is also approved.

Dr. WANG Yucan, Executive Director, Chairman of the Board and Chief Executive Officer of Richly Field China, said, "The issue of Consideration Shares enables sufficient funding for the Acquisition. It is in the interest of the Company to capitalise the Loan owed by the Group to JeShing into share capital as the Loan Capitalisation can avoid unnecessary cash outflow from the Company. The Loan Capitalisation will enlarge the capital base of the Company, reduce the gearing level of the Group and thereby strengthen the financial position of the Group. The increase of stakeholding shows the full confidence and recognition of the controlling shareholder in the Group's future development. We believe the Acquisition of Yinchuan Project meets our propose in developing featured commercial properties. In the future, we will continue to explore suitable investment opportunities from time to time to diversify the existing business portfolio of the Company."

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About Richly Field China Development Limited (Stock Code: 313)
Richly Field China Development Limited is principally engaged in featured commercial properties, including Globe Factory Outlet Center with low densed high-quality residential property, tourism property, senior care property and wine chateaus. The Group has strategically locate its business in regions with high economic growth potential. The 4 projects under operation or planning are located in 7 national urban agglomeration (Changsha projects at Yangtze River Mid-Reaches; Qinhuangdao project and Huailai project at Jingjinji; Changchuan project at Harbin-Changchun metropolitan area). The Group's controlling shareholder, Mr. Wang Hua is the Founder and Chairman of Board of Directors of Jeshing Group, a well-established commercial property developer in the PRC.

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