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(Stock Code: 1387) (1) GENERAL MANDATES to ISSUE NEW

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(Stock Code: 1387) (1) GENERAL MANDATES to ISSUE NEW THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in China Dili Group, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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. (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) (1) GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES, (2) RE-ELECTION OF DIRECTORS, (3) DISCLOSEABLE AND CONTINUING CONNECTED TRANSACTION — AMENDMENT TO THE LOAN AGREEMENT, AND (4) NOTICE OF ANNUAL GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders The notice convening the Annual General Meeting of China Dili Group to be held at Salon 1–3, 3/F, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Tuesday, 19 May 2020 at 3:00 p.m. is set out on pages 44 to 49 of this circular. A form of proxy for use at the Annual General Meeting is enclosed with this circular. Shareholders are advised to read the notice and to complete and return the accompanying form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not later than 48 hours before the time of the Annual General Meeting or any adjournments. Completion of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof should you so wish. PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING The measures to be taken with the aim to prevent and control the spread of the Novel Coronavirus (COVID-19) at the Annual General Meeting are set out on page 49 in the notice of Annual General Meeting of this circular, which include but not limited to: . compulsory body temperature checks . compulsory wearing of surgical face masks . no distribution of corporate gift or refreshment Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the Annual General Meeting venue. The Company encourages Shareholders NOT to attend the Annual General Meeting in person and advise Shareholders to appoint the chairman of the Annual General Meeting as their proxy to vote on the proposed resolutions at the Annual General Meeting as an alternative. * For identification purpose only Hong Kong, 16 April 2020 CONTENTS Page DEFINITIONS ..................................................................... 1 LETTER FROM THE BOARD 1. INTRODUCTION ......................................................... 5 2. GENERAL MANDATE TO ISSUE NEW SHARES . ...................... 6 3. GENERAL MANDATE TO REPURCHASE SHARES . ...................... 6 4. RE-ELECTIONOFDIRECTORS .......................................... 7 5. DISCLOSEABLE AND CONTINUING CONNECTED TRANSACTION — AMENDMENTTOTHELOANAGREEMENT ........................ 7 6. ANNUAL GENERAL MEETING .......................................... 13 7. VOTINGBYPOLL ....................................................... 14 8. RECOMMENDATION . ................................................... 15 9. FURTHERINFORMATION ............................................... 15 LETTER FROM THE INDEPENDENT BOARD COMMITTEE .................... 16 LETTER FROM OPUS CAPITAL ................................................. 18 APPENDIX I — EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE ......................... 32 APPENDIX II — DETAILS OF THE DIRECTORS TO BE RE-ELECTED ........ 35 APPENDIX III — GENERAL INFORMATION .................................... 38 NOTICE OF ANNUAL GENERAL MEETING ..................................... 44 – i – DEFINITIONS In this circular, the following expressions have the following meanings unless the context otherwise requires: ‘‘Announcement’’ the announcement of the Company dated 13 March 2020 in relation to, among other things, the Supplemental Agreement ‘‘Annual General Meeting’’ the annual general meeting of the Company to be held at Salon 1–3, 3/F, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Tuesday, 19 May 2020 at 3:00 p.m., notice of which is set out on pages 44 to 49 of this circular, or any adjournment thereof ‘‘Articles’’ the articles of association of the Company ‘‘associate(s)’’ has the same meaning ascribed to it under the Listing Rules ‘‘Board’’ the board of Directors ‘‘Companies Law’’ the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands ‘‘Company’’ China Dili Group, a company incorporated in the Cayman Islands whose members’ liability is limited, the shares of which are listed on the Stock Exchange ‘‘connected person(s)’’ has the same meaning ascribed to it under the Listing Rules ‘‘controlling shareholder’’ has the same meaning ascribed to it under the Listing Rules ‘‘Dili Fresh’’ 哈爾濱地利生鮮農產品企業管理有限公司 (Harbin Dili Fresh Agricultural Produce Enterprise Management Co., Ltd.**), a company incorporated in the PRC which is wholly-owned by the Target Company ‘‘Director(s)’’ the director(s) of the Company ‘‘Group’’ the Company and its subsidiaries ‘‘Harbin Dili’’ 哈爾濱地利農副產品有限公司 (Harbin Dili Agricultural Produce and Side Products Co., Ltd.**), a company incorporated in the PRC which is wholly-owned by the Company ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China – 1 – DEFINITIONS ‘‘Independent Board independent board committee established by the Company Committee’’ consisting of all independent non-executive Directors in respect of the Supplemental Agreement and the transactions contemplated thereunder including the proposed annual caps, the advice of which is set out in pages 16 to 17 of this circular ‘‘Independent Financial Opus Capital Limited, a corporation licensed by the SFC to Adviser’’ or ‘‘Opus Capital’’ conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, which is the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Supplemental Agreement and the transactions contemplated thereunder including the proposed annual caps, the advice of which is set out in pages 18 to 31 of this circular ‘‘Independent Shareholder(s)’’ Shareholders other than Mr. Dai and his associates and any person who is involved in, or interested in, the Supplemental Agreement, who are entitled to attend and vote at the relevant general meeting of the Company under the applicable laws and regulations and the Articles ‘‘Independent Third Party(ies)’’ (to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries) third parties independent of the Company and its connected persons ‘‘Latest Practicable Date’’ 7 April 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘Loan’’ a revolving loan up to the principal amount of RMB2 billion ‘‘Loan Agreement’’ the loan agreement dated 29 August 2019 entered into between Harbin Dili (as lender) and Dili Fresh (as borrower) in relation to the Loan ‘‘Mr. Dai’’ Mr. Dai Yongge, the controlling shareholder (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Dai (together with his associates) were interested in approximately 51.49% in the total issued share capital of the Company – 2 – DEFINITIONS ‘‘Mr. Dai Bin’’ the Chief Executive Officer of the Company and executive Director and son of Mr. Dai ‘‘PBOC’’ the People’s Bank of China, the central bank of the PRC ‘‘Plenty Business’’ Plenty Business Holdings Limited, a company incorporated in the British Virgin Islands with limited liability, which is directly wholly-owned by Mr. Dai ‘‘PRC’’ or ‘‘China’’ the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, Macao Special Administrative Region of the PRC and Taiwan ‘‘Previous Circular’’ the circular of the Company dated 30 September 2019 in relation to, among other things, the Loan Agreement ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘SFC’’ the Securities and Futures Commission of Hong Kong ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in the share capital of the Company ‘‘Shareholder(s)’’ holder(s) of the Shares ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Supplemental
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