Richly Field China Development : INSIDE INFORMATION SETTLEMENT DEED

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

SETTLEMENT DEED

This announcement is made by Richly Field China Development Limited (the "Company"), pursuant to the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rules 13.09(1), 13.09(2)(a) and 13.25(1)(b) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

References are made to the announcements published by the Company dated 29 August 2019 and 4 September 2019 (the "Announcements"). Unless the context otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

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SETTLEMENT DEED

The board of directors of the Company (the "Board") announces that on 30 September 2019, the Company as the borrower (the "Borrower"), Mr. He Dazhao (the Petitioner) as the lender (the "Lender") and Mr. Wang Hua as the guarantor entered into a settlement deed (the "Settlement Deed") pursuant to which the parties thereto agreed to, among other things, the following:

1. as at 30 September 2019, the total amount owed by the Borrower to the Lender was HK$108,873,782.82 (the "Settlement Sum");
2. the Lender agreed to, provided that all of the Borrower's repayment obligations under the Settlement Deed are fulfilled, waive part of the interest of the Settlement Sum, being RMB2,000,000 (the "Interest Relief"), and the Borrower agreed to repay the Settlement Sum in two instalments with (i) the first repayment to the Lender on the date of the Settlement Deed; and (ii) the second (and final) repayment of the remaining balance of the Settlement Sum (together with payment of the legal costs incurred by the Lender) on or before 31 October 2019;
3. after the Borrower has made the first repayment, the Lender shall co-operate with the Borrower and provide all necessary assistance to facilitate the Borrower to apply to the Court for adjournment of the hearing of the Petition before the Court, which was originally scheduled on 23 October 2019, to 31 October 2019 or any other agreed later date;
4. after the Borrower has made the second (and final) repayment of the remaining balance of the Settlement Sum (together with payment of the legal costs incurred by the Lender) on or before 31 October 2019, the Lender shall, within three (3) working days, make an application for withdrawal of the Petition to the Court and the alleged outstanding amount in the Petition shall be deemed completely discharged and satisfied in full; and
5. in the event that the Borrower has failed to fulfill its repayment obligations under the Settlement Deed, the Lender reserves the right to proceed with the Petition, claim for repayment of the Interest Relief, as well as all its losses incurred in connection with the Settlement Deed from the Borrower and Mr. Wang Hua.

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The Board considers the Settlement Deed and the transactions contemplated thereunder are in the interest of the Company and its shareholders as a whole.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

By order of the Board

Richly Field China Development Limited

Li Yi Feng

Chairman and Chief Executive Officer

Hong Kong, 1 October 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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