China Greenfresh : SUPPLEMENTAL ANNOUNCEMENT - PLACING OF NEW SHARES UNDER GENERAL MANDATE

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 however arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

CHINA GREENFRESH GROUP CO., LTD.

中國綠寶集團有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6183)

SUPPLEMENTAL ANNOUNCEMENT

PLACING OF NEW SHARES UNDER GENERAL MANDATE

References are made to the announcements of China Greenfresh Group Co., Ltd. (the "Company") dated 25 November 2019 and 29 November 2019 (the "Announcements") in relation to the placing of new shares under general mandate. Unless otherwise specified, capitalized terms used herein shall have the same meanings as defined in the Announcements.

The Board wishes to provide potential investors and Shareholders with the following further information in relation to the Placing.

FURTHER INFORMATION ON THE COMPANY AND THE PLACEES

As disclosed in the Announcements, the Company has conditionally agreed to issue and allot an aggregate of 233,511,246 Placing Shares to the Placees. As far as the Directors are aware, the Placees and their ultimate beneficial owners are third parties independent of the Company and its connected persons. The Company established relationships with each of the Placees as follows:

1. 23,827,678 Placing Shares (representing approximately 1.86% of the existing issued share capital of the Company as at the date of this announcement) are to be placed to each of the following Placees:

• Xiao Fenghai: became acquainted with the Company in 2016 through the listed companies conference of the Group held in Shenzhen;

* For identification purpose only

- 1 -

1. • Cai Yang: became acquainted with the Company in 2015 through the visit of the Japan project organized by the Group;
   • Chen Yumei: became acquainted with the Company in 2016 through the investment strategy conference held by the Group in Xiamen;
   • Zhu Yufang: became acquainted with the Company during the Changfeng acquisition project in 2017. In addition, Zhu Yufang is the lessor of the factories of Zhangzhou Changfeng Edible Fungi Co., Limited* (漳州市長豐食用菌有限公司), a subsidiary of the Group, the lease term of which is from 1 November 2013 to 31 October 2021;
   • Yang Yixuan : became acquainted with the Company in 2016 in the company's annual activity held by the Group in Xiamen;
2. 57,186,428 Placing Shares (representing approximately 4.45% of the existing issued share capital of the Company as at the date of this announcement) are to be placed to each of the following Placees:
3. • Shenzhen Heshuo Investment Management & Consulting Co., Ltd.* (深圳和碩投 資管理諮詢有限公司), of which the ultimate beneficial owners are Ouyang Qiangen (歐陽前根, as to 60% interest) and Wu Fulong (吳福龍, as to 40% interest) as at the date of this announcement: Ouyang Qiangen was a shareholder of Nanchang Bai Xin Tong He Agricultural Products Co., Limited* (南昌佰心通 禾農產品有限公司) (before Nanchang Bai Xin Tong He Agricultural Products Co., Limited* (南昌佰心通禾農產品有限公司) was acquired by the Group on 30 June 2018). Ouyang Qiangen has been a supervisor of Nanchang Bai Xin Tong He Agricultural Products Co., Limited* (南昌佰心通禾農產品有限公司) from 20 April 2018 up to now. In addition, he has been a supervisor of Nanning Longhuai Import and Export Trading Co., Ltd.* (南寧龍懷進出口貿易有限公司), a subsidiary of Guangxi Jiabao Food Group Co., Ltd.* (廣西嘉寶食品集團有限公 司, a company controlled by the Group) from 12 August 2008 up to now;
   • Xiamen Municipality Siming District Huipengfu Investment Partnership (Limited Partnership)* (廈門市思明區匯朋富投資合夥企業（有限合夥）), of which the ultimate beneficial owners are Yan Kengquan (顏坑泉, as to 70% interest) and Zheng Afu (鄭阿福, as to 30% interest) as at the date of this announcement: Zheng Afu has been a supervisor of Greenfresh Foods (Zhangzhou) Company Limited* (綠鮮食品（漳州）有限公司), a subsidiary of the Group, from 8 January 2015 to 12 January 2015. In addition, he has been the legal representative of Xiamen Longhuai Import and Export Trading Co., Ltd.* (廈門龍懷進出口貿易有限公司) since 15 November 2017 and Xiamen Longhuai Import and Export Trading Co., Ltd.* (廈門龍懷進出口貿易有限公司) has been a supplier of the Group from October 2015 to 1 April 2017.

- 2 -

Save for the prior relationships between the above Placees and the Company, none of the other Placees has any prior or continuous business or other relationships with the Company.

THE BOARD COMPOSITION OF THE COMPANY

The Company confirms that the Company does not have any plans and/or intentions to change the Board composition.

THE ARRANGEMENT OF THE COMPANY'S EXISTING FUNDS

As at 31 October 2019, the cash and bank balances of the Group amounted to approximately RMB1.35 billion, of which RMB1.18 billion has been set aside for the following use, which will be further explained as follows:

1. RMB0.30 billion is the proceeds raised in the listing of the Company, which is mainly used for the development of Guangxi Biological Technology Food Industry Park* (廣西 生物技術食品工業園) and Zhangzhou Biological Technology Food Industry Park* (漳 州生物技術食品工業園), of which RMB0.18 billion shall be used for the development of Guangxi Biological Technology Food Industry Park* (廣西生物技術食品工業園) and RMB0.12 billion shall be used for the development of Zhangzhou Biological Technology Food Industry Park* (漳州生物技術食品工業園). Please refer to the 2018 Annual Report of the Group for details.
2. Approximately RMB0.18 billion has been set aside for the potential equity transactions which is expected to be utilized before 31 January 2020: The Group convened a Board meeting on 29 October 2018 and passed a resolution in relation to the acquisition of 41.9% of equity interest in Guangxi Jiabao Food Group Co., Ltd.* (廣西嘉寶食品集團有 限公司). Please refer to the announcements of the Company dated 5 November 2018, 14 November 2018 and 21 June 2019 for further details of the acquisition.
3. Approximately RMB0.20 billion has been set aside for the ongoing projects including Canadian Milk Manufacturing Inc. ("CMMI"), which is expected to be utilized before 31 January 2020: The shareholder agreement involved in the closing conditions of the Company, CMMI and its original shareholder is under negotiation and the Company has been proactively facilitating the delivery of various documents required in the conditions precedent with the original shareholder of CMMI, which is expected to be completed on 31 January 2020.

- 3 -

1. Approximately RMB0.40 billion has been set aside for the working capital of daily operation which was determined after considering the average monthly cash outflow of the Group's operating activities (approximately RMB0.10 billion) and the repayment cycles of the majority of the Group's customers (over 60 days): As estimated by the balance of the receivables at the beginning of the year by the Group, the average aging of the Company is around 80 days and the monthly cash inflow is approximately RMB65 million, whereas such portion of capital will be used for the sales plans of the additional international trading (milk powders) business amounting to approximately RMB0.30 billion in the year of 2020. The Company could operate with a relatively high gross profit margin and the capital occupation of sales operations of each business sectors was relatively sophisticated, thus RMB0.40 billion to be allocated as the working capital of daily operations shall be reasonable (approximately equals to the working capital for three months).
2. Approximately RMB0.10 billion has been set aside for the repayment of bank loans: As of 30 June 2019, the bank loans of the Company amounted to RMB40.0 million which was scheduled to be repaid in April 2020. As of 31 October 2019, the bank borrowings of the Group were RMB99.544 million.

Accordingly, only RMB0.17 billion is immediately deployable by the Company. Based on the expectations of the Company towards the international trading business, the Company plans to raise the funds for the operation of such business by placing. In the Placing Agreements entered into with the Placees, both parties agreed that the Placing Price would be fixed at the closing price at the date when such agreements were signed plus a 15% premium, thus the Company is of the view that it has fully considered and acted in the interests of the Company and shareholders.

As completion of the Placing is subject to fulfilment of the conditions as set out in the Placing Agreements, the Placing may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

By order of the Board

CHINA GREENFRESH GROUP CO., LTD.

Zheng Songhui

Chairman

Hong Kong, 16 December 2019

As at the date of this announcement, the Board comprises Mr. Zheng Songhui and Mr. Zheng Tianming as executive Directors; Mr. Zheng Kangbin as non-executive Director; and Mr. Li Wai Kwan, Mr. Lou Robert Hsiu-sung and Mr. Cheng Hiu Yung as independent non-executive Directors.

- 4 -