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) （於開曼群島註冊成立及於百慕達持續經營之有限公司） 31 July 2025 Dear Non-Registered Holder (Note 1) Richly Field China Development Limited (the "Company") – Notice of publication of 2025 Annual Report, Circular and Notice of AGM ("Current Corporate Communication") on the Company's website The English and Chinese versions of the Company's Current Corporate Communications are available on the Company' ...

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) Dear Registered Shareholder, Richly Field China Development Limited (the "Company") – Notice of publication of 2025 Annual Report, Circular, Notice of AGM and Proxy Form ("Current Corporate Communication") on the Company's website The English and Chinese versions of the Company's Current Corporate Communications are now available on the Company's website at www.richlyfieldch ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本通告之內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本通告 全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責 任。 RICHLY FIELD CHINA DEVELOPMENT LIMITED 裕田中國發展有限公司 （於開曼群島註冊成立及於百慕達持續經營之有限公司） （股份代號：313） 股東週年大會通告 茲通告裕田中國發展有限公司（「本公司」）謹定於二零二五年八月二十九日 （星期五）上午十一時正以電子方式通過Vistra卓佳電子投票系統（網址為 https://evoting.vistra.com）舉行股東週年大會，以討論下列事項： 普通決議案 1 1. 省覽及考慮本公司截至二零二五年三月三十一日止年度之經審核財務報 表與本公司董事及核數師報告。 2. 重選本公司之退任董事並授權本公司董事會（「董事會」）釐定其酬金（各以 獨立決議案進行）。 (a) 重選徐慧敏女士（已在任超過九年）為獨立非執行董事； (a) 在下文(c)段規限下，一般及無條件批准本公司董事（「董事」）於有 關期間（定義見下文）行使本公司所有權力以 ...

此乃要件 請即處理 RICHLY FIELD CHINA DEVELOPMENT LIMITED 裕田中國發展有限公司 閣下如對本通函任何內容或應採取之行動有任何疑問，應諮詢 閣下之股票經紀或其他持牌證券交易 商、銀行經理、律師、專業會計師或其他專業顧問。 （於開曼群島註冊成立及於百慕達持續經營之有限公司） （股份代號：313） 閣下如已售出或轉讓名下所有裕田中國發展有限公司股份，應立即將本通函及隨附之代表委任表格送 交買主或承讓人，或經手買賣或轉讓之銀行、股票經紀或其他代理商，以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責，對其準確性或完備 性亦不發表任何聲明，且表明不會就本通函全部或任何部分內容而產生或因依賴該等內容而引致之任 何損失承擔任何責任。 | 釋義 | 1 | | | --- | --- | --- | | 董事會函件 | | | | 緒言 | 3 | | | 發行授權及購回授權 | 4 | | | 重選退任董事及繼續委任在任超過九年之獨立非執行董事 | 4 | | | 股東週年大會 | 5 | | | 暫停辦理股份過戶登記手續 | | 6 | | ...

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) ( 於開曼群島註冊成立及於百慕達持續經營之有限公司 ) (Stock Code 股份代號 : 313) 2025 Annual Report 年報 Annual R eport 年 報 2 0 2 5 RIC HLY FIELD C HIN A D E V ELO P M E N T LIMIT E D 裕 田 中 國 發 展 有 限 公 司 二零二五年年報 裕田中國發展有限公司 01 Contents 目錄 | 2 | CORPORATE INFORMATION | | --- | --- | | | 公司資料 | | 5 | PROPERTY PORTFOLIO | | | 物業組合 | | 6 | MANAGEMENT DISCUSSION AND ANALYSIS | | | 管理層討論與分析 | | 28 | REPORT OF ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告 全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責 任。 RICHLY FIELD CHINA DEVELOPMENT LIMITED 裕田中國發展有限公司 （於開曼群島註冊成立及於百慕達持續經營之有限公司） （股份代號：313） 截至二零二五年三月三十一日止年度之年度業績 裕田中國發展有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此公佈本公 司及其附屬公司（統稱「本集團」）截至二零二五年三月三十一日止年度（「本年 度」或「報告期」）之經審核綜合年度業績，連同截至二零二四年三月三十一日 止年度（「相應年度」）之比較數字及選定說明附註如下： 綜合損益及其他全面收益報表 截至二零二五年三月三十一日止年度 | | | 二零二五年 | 二零二四年 | | --- | --- | --- | --- | | | 附註 | 千港元 | 千港元 | | 收益 | 5 | 123,180 | 31,921 | | 銷售成本 | | (90,253) | (22,5 ...

Financing and Investment - The company has signed a non-binding memorandum of understanding with a potential investor for the Qinhuangdao project, but no further agreements have been made due to the investor's inability to commit the required funding [4]. - The company has secured a revolving loan financing of HKD 2,000,000,000 from a company indirectly wholly owned by its controlling shareholder, which remains undrawn as of March 31, 2024 [6]. - The company is actively exploring multiple financing options and is in discussions with various financial institutions, including Huaxia Bank [8]. - The company has identified over five potential investment opportunities in mainland China and Southeast Asia for business expansion [9]. Project Development - As of March 31, 2025, the company has pre-sold 82 units in the second phase of the Yinchuan project [5]. - Following the acquisition of three property management companies, the company has expanded its property management business, contributing to its revenue in the 2024/2025 fiscal year [7]. Cost Control - The company continues to implement cost control measures, including maintaining appropriate staff levels and reducing certain administrative costs [10].

Financial Performance - Total revenue from contracts with customers for the six months ended 30 September 2024 was HK$20.736 million, compared to HK$15.112 million for the same period in 2023[16]. - The Group recorded total revenue of approximately HK$20,736,000 for the Reporting Period, representing an increase of 37.2% compared to approximately HK$15,112,000 for the Corresponding Period[53]. - Revenue from property management fee income increased to approximately HK$14,583,000, a rise of 47.5% from approximately HK$9,889,000 in the Corresponding Period[53]. - The total revenue from other sources, including rental income, was HK$4.192 million for the six months ended 30 September 2024, compared to HK$2.908 million in the previous year[16]. - The Group's gross profit for the period was HK$11,175,000, up from HK$6,449,000, reflecting a gross profit margin improvement[138]. - Loss before tax decreased to HK$50,356,000 from HK$63,761,000, indicating a reduction in losses by approximately 21%[138]. - The Group's total comprehensive expense for the period was HK$48,886,000, compared to HK$28,125,000 in the previous year, showing an increase in overall expenses[138]. - The loss attributable to equity holders for the Reporting Period was approximately HK$48,510,000, compared to approximately HK$53,531,000 for the Corresponding Period[57]. Property Management and Development - The Group completed the acquisition of three property management companies, generating revenue of approximately HK$14.6 million for the six months ended 30 September 2024, an increase of approximately 47.5% compared to the same period in 2023[5]. - The Group expects revenue from property management to increase as the three acquired subsidiaries will contribute for a full year in the year ending 31 March 2025[5]. - The total property management area managed by the Group was approximately 551,800 sq.m. as of 30 September 2024, with active expansion efforts in Yinchuan city[115][118]. - The total property management area of Wuhan Yuejing was approximately 79,770 sq.m. as of September 30, 2024, with active expansion in the property management business in Wuhan city[94]. - The Group is expanding its property management business as part of its growth strategy[198]. - The Qinhuangdao Venice – City of Water Outlets Project is planned to be developed in three phases, with Phase 1 covering approximately 163,227 sq.m.[63]. - The Jin Sheng Yue Jing project in Yinchuan has a site area of approximately 120 mu and comprises 20 mid- to high-rise buildings developed in 3 phases, with Phase 2's main structure completed[88][90]. - The Group has obtained construction planning and operation licenses for various phases of the Qinhuangdao project, including the first batch of 59 vacation home pre-sale permits[86]. Financing and Liquidity - As of 30 September 2024, the Group had an unused revolving loan facility of RMB2,000,000,000, which will expire in December 2025[4]. - The Group will continue to explore financing options for working capital and commitments, including potential new investors and business partners[7]. - The directors believe that the Group will have sufficient working capital to meet its current requirements at least until 30 September 2025[9]. - The Group's bank interest income decreased to HK$28,000 for the six months ended 30 September 2024, down from HK$54,000 in the previous year[18]. - The Group is considering the disposal of certain property development projects to accelerate funding for its property projects[8]. - The Group's current ratio was 0.71 times as of 30 September 2024, slightly down from 0.72 times as of 31 March 2024[122]. - The Group's total borrowings amounted to approximately HK$618,716,000, which will be due in the coming twelve months[170]. - The financial support from related companies is crucial for the Group's liquidity and operational stability[197]. Market Conditions and Future Outlook - The Group is actively exploring opportunities outside of China, particularly in Southeast Asia, which is seen as a region with high growth potential[135]. - The Group's future development is heavily reliant on diversifying revenue sources beyond property sales and rental income, which currently represent its primary income streams[132]. - The Group plans to enhance cooperation with financing institutions and government agencies to activate various projects amid a challenging economic environment[157]. - The Qinhuangdao Project has faced significant delays due to unfavorable market conditions and liquidity constraints, but recent government actions are expected to boost housing demand[195]. - The Company anticipates restarting the Qinhuangdao Project by March 31, 2025, with expected revenue recognition by the year ending March 31, 2026[195]. - The removal of purchase restrictions and the phasing out of the lower limit of interest rates for first-time housing loans in Qinhuangdao are expected to attract more investors[195]. Employee and Operational Metrics - The Group's employee count increased to 154 as of September 30, 2024, from 143 as of March 31, 2024, reflecting a growth in workforce[150]. - The Group's financial strategy includes reducing leverage and managing cash flow effectively to improve financial performance[177]. Assets and Liabilities - As of September 30, 2024, total assets less current liabilities amounted to HK$656,288,000, a decrease from HK$705,432,000 as of March 31, 2024[164]. - The company reported a total equity of HK$475,673,000, reflecting a loss of HK$48,510,000 during the six months ended September 30, 2024[166]. - Current liabilities increased to HK$1,319,698,000 from HK$1,279,206,000, with trade payables at HK$381,385,000[164]. - The net current liabilities increased to HK$387,888,000 from HK$355,132,000, indicating a worsening liquidity position[164]. - The company holds completed properties for sale valued at HK$26,222,000, significantly up from HK$1,613,000[164]. - Properties under development are valued at HK$705,023,000, down from HK$714,506,000[164]. - The company reported a goodwill of HK$106,048,000, slightly up from HK$105,458,000[164]. - Deferred tax assets increased to HK$23,000 from HK$10,000, suggesting improved tax positioning[164]. Dividends - The Group did not declare any interim dividend for the reporting period, consistent with the previous year[159]. - The Group did not recommend any interim dividend for the reporting period, consistent with the previous year[179].

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 20,736,000, an increase of 37.5% compared to HKD 15,112,000 for the same period in 2023[2] - Gross profit for the same period was HKD 11,175,000, compared to HKD 6,449,000 in the previous year, reflecting a significant improvement[2] - The pre-tax loss narrowed to HKD (50,356,000) from HKD (63,761,000) year-over-year, indicating a reduction in losses[3] - The net loss for the period was HKD (48,510,000), down from HKD (53,531,000) in the prior year, showing a positive trend[3] - Basic and diluted loss per share improved to HKD (0.21) compared to HKD (0.23) in the previous year[4] - Financing costs for the six months ended September 30, 2024, amounted to HKD 16,463,000, significantly higher than HKD 1,161,000 in the same period of 2023[26] - The group recorded a pre-tax loss for the six months ended September 30, 2024, with employee costs totaling HKD 10,207,000, slightly down from HKD 10,272,000 in the previous year[28] - The company reported a loss attributable to equity holders of approximately HKD 48,510,000, compared to HKD 53,531,000 in the previous period[44] - The basic loss per share for the reporting period was HKD 0.21, compared to HKD 0.23 in the corresponding period[44] - The financing costs for the reporting period were approximately HKD 16,463,000, an increase of 1,318.0% from HKD 1,161,000 in the corresponding period[44] Assets and Liabilities - Non-current assets totaled HKD 1,044,176,000 as of September 30, 2024, slightly down from HKD 1,060,564,000 as of March 31, 2024[5] - Current liabilities amounted to HKD 1,319,698,000, an increase from HKD 1,279,206,000 at the end of the previous fiscal year[5] - The total equity attributable to the owners of the company decreased to HKD 197,008,000 from HKD 245,392,000[7] - The company had accounts receivable of HKD 3,477,000 as of September 30, 2024, compared to HKD 3,074,000 as of March 31, 2024[35] - The company’s accounts payable amounted to HKD 381,385,000 as of September 30, 2024, compared to HKD 383,733,000 as of March 31, 2024[38] - The outstanding principal amount of related party loans as of September 30, 2024, was approximately HKD 334,666,000[44] - The group holds property interests with a net book value of approximately HKD 897,328,000 as of September 30, 2024, which have been pledged to banks and financial institutions[65] Cash and Financing - The company has cash and cash equivalents of approximately HKD 15,142,000 and restricted bank deposits of HKD 9,101,000 as of September 30, 2024[9] - The group’s cash and cash equivalents were approximately HKD 15,142,000 as of September 30, 2024, down from HKD 17,685,000 as of March 31, 2024[64] - The group signed a loan agreement for a total principal amount of RMB 2,000,000,000 (approximately HKD 2,217,800,000) with an annual interest rate of 5%, due for repayment in December 2023[47] - The group plans to continue exploring various financing options with financial institutions to support operational funding needs[14] Business Operations and Strategy - The company anticipates restarting the Qinhuangdao project by March 31, 2025, following recent government policy changes that may boost housing demand[9] - The property management business generated approximately HKD 14,600,000 in revenue for the six months ended September 30, 2024, representing a growth of about 47.5% compared to the same period in 2023[13] - The management anticipates that the three acquired property management companies will contribute to the group's revenue for the full year ending March 31, 2025[13] - The group may consider selling non-core business assets to accelerate property project development and secure additional funding[15] - The group has faced significant uncertainty regarding the realization of its plans due to fluctuations in the mainland property market[18] - The group aims to diversify its product offerings in the real estate market, focusing on combinations of residential and commercial, residential and elderly care, and residential and cultural tourism[73] - The group is actively exploring opportunities outside of China, particularly in Southeast Asia, which presents high growth potential and a young population[73] - The group has committed to maintaining high standards of corporate governance and has adhered to the corporate governance code, with a noted deviation regarding the roles of the chairman and CEO being held by the same individual[76] Market Conditions and Challenges - The group acknowledges challenges due to a single-source income model primarily reliant on property sales and rental income, emphasizing the need to improve capital utilization and broaden revenue sources[73] - The group has implemented measures to control administrative costs effectively[16] - The audit committee has reviewed the group's financial performance and discussed risk management and internal controls during the reporting period[82] - The group plans to enhance collaboration with financial institutions, government agencies, and other industry players to initiate various projects amid challenging market conditions[73] Employee and Operational Metrics - The group employed a total of 154 employees (excluding directors) as of September 30, 2024, an increase from 143 employees as of March 31, 2024[71] - The group has not made any significant acquisitions or disposals of subsidiaries or associates during the reporting period[70]

Financial Performance - The Group recorded total revenue of approximately HK$31,921,000, a decrease of 38.3% compared to approximately HK$51,708,000 for the corresponding year[15]. - Revenue from property sales was approximately HK$3,332,000, representing a significant decrease of 90.5% from approximately HK$35,198,000 in the previous year[15]. - Management fee income increased by 249.3% to approximately HK$20,471,000 due to the acquisition of three property management companies during the year[15]. - Rental income decreased by 37.3% to approximately HK$6,677,000 compared to approximately HK$10,650,000 for the corresponding year[15]. - The Group recorded a loss on revaluation of investment properties of approximately HK$62,958,000, an increase of 1,728.6% from approximately HK$3,443,000 in the previous year[16]. - The loss attributable to equity holders for the year amounted to approximately HK$222,262,000, compared to a profit of approximately HK$1,421,817,000 for the corresponding year[22]. - Finance costs decreased by 22.6% to approximately HK$40,218,000 due to the reversal of approximately HK$7 million in interest on other borrowings[22]. - Impairment loss on other receivables was approximately HK$36,154,000, primarily reflecting impairment loss on receivables due from the Disposal Group[22]. - The Group's cash and cash equivalents amounted to approximately HK$17,685,000 as of March 31, 2024, down from HK$35,083,000 in 2023[60]. - The Group's current ratio improved to 0.72 times as of March 31, 2024, compared to 0.67 times in 2023[60]. - For the year ended March 31, 2024, the Group recorded a net loss of approximately HK$222,262,000 and net current liabilities of approximately HK$355,132,000[105]. - The total borrowings, including amounts due to a shareholder and related parties, amounted to approximately HK$609,301,000, which will be due in the coming twelve months[105]. - Administrative expenses decreased to approximately HK$46.6 million, down approximately 14.2% from approximately HK$54.4 million in the previous period[104]. Property Development and Management - The Group is engaged in the development of high-end residential properties, contributing to its diversified property portfolio[13]. - The Company is actively involved in property management, enhancing operational efficiency and service quality[13]. - The Yinchuan Project includes a commercial portion with a gross floor area of 74,350 sq.m, fully owned by the Group, with phases 1 and 2 completed and available for lease[10]. - The Qinhuangdao Project has a total gross floor area of 672,110 sq.m, also fully owned, with phase 1 partially completed[10]. - The Group completed the acquisition of 100% equity interests in Ningxia Guanling and Wuhan Yuejing property management companies, with total property management areas of approximately 330,000 sq.m. and 73,816 sq.m. respectively as of March 31, 2024[30][33]. - The Yinchuan Commercial Properties Project consists of three commercial buildings with a total gross floor area of over 90,000 sq.m., achieving an occupancy rate of approximately 90% as of March 31, 2024[43][44]. - The total property management area managed by Ningxia Jinguan and Ningxia Guanling was approximately 551,800 sq.m. as of March 31, 2024[48]. - The property management business segment generated revenue of approximately HK$20.5 million during the reporting period, representing an increase of approximately 249% compared to the previous year[98]. - The management expects revenue from the property management business segment to increase to at least approximately HK$33 million for the year ending March 31, 2025[98]. - The Group's acquisitions are aimed at expanding its property management business amid a challenging property development market in China[30][33]. Strategic Initiatives and Future Outlook - The Company aims to expand its market presence through strategic development and investment in commercial properties[12]. - The Group is exploring new strategies for market expansion and potential acquisitions to enhance its competitive edge[12]. - The Group's strategic cooperation aims to establish a comprehensive and deep-level cooperation mechanism to promote the Qinhuangdao Project as a first-class health care and vacation demonstration city[35][39]. - The Group is exploring opportunities outside of China, particularly in the Southeast Asia region, which has high growth potential[84]. - Future development will depend on enhancing cooperation with financing institutions and government agencies to activate various projects[85]. - The Group plans to continue identifying and negotiating various financing options for working capital and commitments, including a memorandum of understanding with a potential investor for the Qinhuangdao Project[116]. - The Group is actively exploring investment opportunities in mainland China and Southeast Asia related to property development and upstream or downstream businesses[121]. Challenges and Risks - The Group has faced challenges in adapting to industry policies and market trends, leading to lower-than-expected fund usage rates and returns[79]. - The financing environment is expected to remain tight, with a focus on controlling capital flow and reducing liabilities[79]. - There are material uncertainties regarding the Group's ability to achieve its plans due to volatility in the property sector in Mainland China and uncertainties in obtaining continuous support from banks and creditors[124]. - The Group's income sources are primarily from property sales and rental income, posing significant challenges amid rising mortgage interest rates[83]. - The Qinhuangdao Project did not record any sales during the reporting period due to weak market sentiment and lack of capital investment[91]. Shareholder and Corporate Governance - The Board of Directors includes Li Yi Feng as Chairman and CEO, and Chen Wei as Vice President, ensuring strong leadership[4]. - The Company received annual confirmation of independence from each of the independent non-executive Directors[160]. - There were no interests or short positions in shares held by Directors or the Chief Executive as of 31 March 2024[162]. - The Company had no service contracts with Directors that are not determinable within one year without compensation[155]. - The Company maintained a sufficient public float as required under the Listing Rules throughout the year[191]. - The Group will not pay a final dividend for the Year, consistent with the previous year (31 March 2023: Nil)[146].