China Dili : COMPLETION OF THE ACQUISITION OF TARGET SHARES IN AN AGRICULTURAL AND FOOD PRODUCE RETAIL CHAIN

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.

(formerly known as Renhe Commercial Holdings Company Limited 人和商業控股有限公司*)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1387)

COMPLETION OF THE ACQUISITION OF TARGET SHARES IN AN

AGRICULTURAL AND FOOD PRODUCE RETAIL CHAIN

Reference is made to the announcement of the Company dated 29 August 2019 in relation to, among other things, the major acquisition and connected transaction involving the acquisition of target shares in an agricultural and food produce retail chain and the continuing connected transaction in relation to a loan to target group, the circular of the Company dated 30 September 2019 (the ''Circular'') and the notice of EGM dated 30 September 2019, and the announcement of the Company dated 29 October 2019 in relation to the poll results of the EGM. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those set out in the Circular.

The Board is pleased to announce that all the conditions precedent in respect of the Acquisition Agreement as set out under the section ''B. The Acquisition - Conditions Precedent'' in the Circular have been fulfilled or waived to the extent applicable, and the Completion took place on 31 October 2019. Following the Completion, the Target Company is held as to 19% by Yield Smart and 81% by the Vendor respectively. It will be treated on the Group's consolidated accounts as "equity investment at fair value through other comprehensive income".

By order of the Board

China Dili Group

Wang Yan

Chairman

Hong Kong, 31 October 2019

As at the date of this announcement, the Board comprises Mr. Wang Yan and Mr. Dai Bin as executive Directors, Mr. Yin Jianhong and Ms. Yang Yuhua as non-executive Directors and Mr. Fan Ren-Da, Anthony, Mr. Wang Yifu, Mr. Leung Chung Ki and Mr. Tang Hon Man as independent non-executive Directors.

* For identification purpose only