Richly Field China Development Limited — AGM Information 2004

Aug 6, 2004

If you are in doubt about this document, you should consult your stock broker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in United Pacific Industries Limited, you should at once hand this letter to the purchaser or to the bank, stock broker or other agent through whom the sale was effected for transmission to the purchaser.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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United Pacific Industries

UNITED PACIFIC INDUSTRIES LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00176)

Directors:

Mr. Brian C. Beazer

Mr. Simon N. Hsu

• Mr. Wong Hei Pui, Andy

• Mr. Ho Che Kong*

• Mr. Ng Ching Wo*

Principal Place of Business in Hong Kong: Flat B, 19th Floor Chai Wan Industrial Centre 20 Lee Chung Street Chai Wan, Hong Kong

• Mr. Ramon Sy Pascual*

• Mr. Peter F. Reilly*

• Mr. Teo Ek Tor*

• Dr. Wong Ho Ching, Chris**

Registered Office: Clarendon House Church Street Hamilton HM 11 Bermuda

• Non-executive Director

• ** Independent Non-executive Director

6th August, 2004

To all Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES AND AMENDMENT OF BYE-LAWS AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

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INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the 2004 Annual General Meeting of the Company to be held on Monday, 30th August, 2004 (the “Annual General Meeting”). These include i) ordinary resolutions relating to the granting to the directors of the Company (the “Directors”) general mandates for the issue of the Company’s shares of HK$0.10 each (the “Shares”) and the repurchase of its Shares; ii) special resolution relating to the amendment of bye-laws of the Company to reflect the amendments to Appendix 3 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) which came into effect on 31st March, 2004; and iii) ordinary resolution relating to the re-election of retiring directors.

GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed that the Directors be given a general and unconditional mandate to allot, issue and deal with Shares equal in aggregate up to 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution (the “Issue Mandate”).

GENERAL MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution will also be proposed that the Directors be given a general and unconditional mandate to exercise all powers of the Company to repurchase on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the Shares of the Company may be listed, Shares up to a maximum of 10 per cent. of the nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution (the “Repurchase Mandate”).

In addition, an ordinary resolution will be proposed at the Annual General Meeting providing that any Shares repurchased under the Repurchase Mandate (up to a maximum of 10 per cent. of the issued Shares as at the date of the grant of the Repurchase Mandate) will be added to the total number of Shares which may be allotted and issued under the Issue Mandate.

The Issue Mandate and the Repurchase Mandate would continue in force until the conclusion of the next annual general meeting of the Company unless it is renewed at such meeting or until revoked or varied by ordinary resolutions of the shareholders of the Company (the “Shareholders”) in a general meeting prior to the next annual general meeting of the Company.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed general mandate to repurchase Shares is set out in Appendix I to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions at the Annual General Meeting.

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AMENDMENT OF BYE-LAWS

In line with the amendments to Appendix 3 to the Listing Rules which came into effect on 31st March, 2004, a special resolution will be proposed to amend the bye-laws of the Company as follows:

• (1) new definition of “associate”, “clearing house” and “Listing Rules” will be added;

• (2) where any Shareholder is , under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Shareholder in contravention of such requirement or restriction shall not be counted;

• (3) subject to such exceptions as permitted by the Listing Rules, a Director of the Company shall not vote on any board resolution approving any contract or arrangement or any other proposal in which he or any of his associates has a material interest nor shall he be counted in the quorum present at the meeting;

• (4) a period of at least 7 days shall be allowed for Shareholders to lodge a notice to the Company to propose a person for election as a Director and the period shall commence no earlier than the day after the despatch of the relevant notice of the general meeting and end no later than 7 days before the date of such meeting.

Details of the proposed amendments to the bye-laws are set out in the notice of Annual General Meeting in Appendix II of this circular.

RE-ELECTION OF RETIRING DIRECTORS

In relation to Resolution 2 as set out in the notice of the Annual General Meeting, Dr. Wong Ho Ching, Chris, Mr. Ng Ching Wo and Mr. Teo Ek Tor will retire from office as Directors at the Annual General Meeting and being eligible, will offer themselves for re-election pursuant to Bye-Laws 111(A) and 111(B) of the Company’s bye-laws. Details of the Directors proposed to be re-elected are set out below:

Dr. Wong Ho Ching, Chris

Experience

Dr. Wong, aged 56, has been an independent non-executive director of the Company since March 1994. He is the Director of the Industrial Centre of the Hong Kong Polytechnic University. He specializes in Industrial Engineering, Technology Transfer and Corporate Management. He has been a consultant for the United Nations Educational, Scientific and Cultural Organisation and received a Fellow Award from the US Institute of Industrial Engineers for professional leadership and outstanding contributions to Industrial Engineering. Dr. Wong has been a member of the First Hong Kong Special Administrative Region Election Committee and is now a member of the Hong Kong Special Administrative Region Selection Committee.

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Length of service

Dr. Wong does not have any service contract with the Company.

Relationships

Save as disclosed above, Dr. Wong does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company.

Interest in Shares

As at the date hereof, Dr. Wong was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the Securities and Futures Ordinance (“SFO”).

Director’s emoluments

A director’s fee of HK$180,000 was paid to Dr. Wong for the financial year ended 31st March, 2004 which is determined by the Board with reference to the remuneration benchmark in the market for independent non-executive director of other companies listed on the Stock Exchange.

Ng Ching Wo

Experience

Mr. Ng, aged 53, has been an independent non-executive director of the Company since July 1996 but was re-designated as non-executive director with effect from 3rd August, 2004. He was admitted as barrister and solicitor in Alberta, Canada in 1981, as a solicitor in the United Kingdom in 1986 and in Hong Kong in 1987. Mr. Ng is a partner of the Hong Kong-based solicitors firm, Fong & Ng. Mr. Ng graduated from the University of Alberta in 1975 with an M.Sc. degree and in 1980 with an LL.B degree. Prior to forming his own firm, Mr. Ng was a partner of a Canada-based multinational law firm, and was stationed in the firm’s Hong Kong office for ten years. His practice currently focuses on cross-border corporate and commercial matters as well as China-related matters.

During the last 3 years, Mr. Ng was an independent non-executive director of Oriental Metals (Holdings) Co Ltd and Lerado Group (Holding) Co Ltd and is currently an independent non-executive director of IIN International Limited, Fushan Holdings Limited and Melco International Development Limited.

Length of service

Mr. Ng does not have any service contract with the Company.

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Relationships

Fong & Ng, Solicitors, the law firm of which Mr. Ng is a partner, provides legal services to the Company from time to time, Mr. Ng is not related or associated with any directors, senior management, substantial or controlling shareholders of the Company.

Interest in Shares

As at the date hereof, Mr. Ng was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO.

Director’s emoluments

A director’s fee of HK$180,000 was paid to Mr. Ng for the financial year ended 31st March, 2004 which is determined by the Board with reference to the remuneration benchmark in the market for independent non-executive director of other companies listed on the Stock Exchange.

Teo Ek Tor

Experience

Mr. Teo, aged 50, was appointed as non-executive director of the Company in January 2003. He was appointed to the Executive Committee of the Company in June 2003. Mr. Teo is the Managing Partner of PrimePartners Asset Management Pte Ltd which manages private-equity funds, including Asian Corporate Finance Fund L.P., a substantial shareholder of the Company (“ACFF”). He has over 20 years of experience in investment banking in Asia. Mr. Teo has contributed to and been instrumental in building up two major regional investment banking groups - Morgan Grenfell Asia (1980-1993) and BNP Prime Peregrine (between 1994-1999). Mr. Teo graduated from the University of Western Ontario, Canada in 1975 with an honors degree in business administration.

During the last 3 years, Mr. Teo was appointed a director of ECS Holdings Limited (listed on the Singapore Stock Exchange) and of Nylex (Malaysia) Berhad (listed on the Kuala Lumpur Stock Exchange), and he remains a director of these companies as at the date hereof.

Length of service

Mr. Teo, as a non-executive director, does not have any service contract with the Company.

Relationships

Mr. Teo is the Board representative of ACFF. Save as disclosed, Mr. Teo does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company.

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Interest in Shares

In recognition of Mr. Teo’s past and expected contributions as a member of the Executive Committee of the Company, in July 2003, Mr. Teo was awarded 1,000,000 phantom options with an Exercise Price of HK$0.356 subject to certain terms and conditions. The award will only entitle Mr. Teo to a cash payment from the Company, being the difference between the market price on exercise and the Exercise Price of HK$0.356, but no Shares will be issued to Mr. Teo. Save as disclosed herein, as at the date hereof, Mr. Teo was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO.

Director’s emoluments

Save as otherwise disclosed, Mr. Teo is not entitled to receive any emoluments from the Company.

NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting is set out in Appendix II to this circular and the procedure for demanding a poll on the proposed resolutions are set out in Appendix III. A form of appointment of proxy or corporate representative (the “Form”) for use at the Annual General Meeting is despatched with this circular. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the Form and return it to the Company’s principal place of business in Hong Kong at Flat B, 19th Floor, Chai Wan Industrial Centre, 20 Lee Chung Street, Chai Wan, Hong Kong not less than 48 hours before the time appointed for the holding of the Annual General Meeting or the adjourned meeting thereof (as the case may be). Completion and return of the Form will not preclude Shareholders from attending and voting at the Annual General Meeting and at any adjournment thereof if they so wish.

RECOMMENDATION

The Directors consider that the proposed granting of the general mandates to the Directors to issue Shares and to repurchase Shares, the amendment of bye-laws and the re-election of retiring directors are in the best interests of the Company and the Shareholders. The Directors therefore recommend that Shareholders vote in favour of the relevant resolutions as set out in the notice of the Annual General Meeting.

Yours faithfully,

For and on behalf of the Board of

UNITED PACIFIC INDUSTRIES LIMITED

Brian Cyril Beazer

Executive Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement as required by the Listing Rules to provide certain information to you for your consideration of the Repurchase Mandate.

1. SHARE CAPITAL

As at 2nd August, 2004, being the latest practicable date prior to the printing of this circular (the “Latest Practicable Date”), the issued share capital of the Company was 557,058,400 Shares of HK$0.10 each.

Subject to the passing of the ordinary resolution approving the Repurchase Mandate and assuming that no further Shares are issued or repurchased from the Latest Practicable Date up to the date of the Annual General Meeting, the Directors of the Company would be authorised under the Repurchase Mandate to repurchase a maximum of 55,705,840 Shares in the course of the period prior to the next annual general meeting of the Company in 2005 or the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held or the revocation or variation of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting of the Company, whichever occurs first.

2. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate will provide the flexibility to make such repurchases when appropriate and beneficial to the Company and the Shareholders. Such repurchases may, depending on the market conditions and funding arrangement at the time, lead to an enhancement of the net asset value per Share of the Company and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be financed entirely from the funds legally available for such purposes in accordance with the Company’s bye-laws and the laws of Bermuda. Any repurchases will be made out of funds of the Company legally permitted to be utilised in this connection.

There might be a material adverse impact on the working capital or gearing position of the Company in the event that the Repurchase Mandate is exercised in full as compared with the position disclosed in the latest published audited accounts for the year ended 31st March, 2004. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX I

4. DIRECTORS AND THEIR ASSOCIATES

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquires, any of their associates has any present intention in the event that the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company or its subsidiaries.

Save as disclosed in the preceding paragraph, no connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and all applicable laws of Bermuda, and in accordance with the regulations set out in the Bye-laws of the Company.

6. TAKEOVERS CODE CONSEQUENCES

If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Hong Kong Code on Takeovers and Mergers (the “Takeovers Code”). Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the interest of the Shareholder (and concert parties, if any), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

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APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, the single shareholders of the Company holding 10% or more of the issued share capital of the Company are as follows:

			If Repurchase
			Mandate is
			exercised fully,
			approximate
			current
	Number of	Approximate	percentage
	shares	Current	will increase to
Name of shareholders	currently held	Percentage	approximately:
Strategic Industries, LLC*	130,000,800	23.34%	25.93%
SILLC Asia, LLC	130,000,800	23.34%	25.93%
Investor AB**	74,836,000	13.43%	14.93%
Investor (Guernsey) II Ltd.	74,836,000	13.43%	14.93%
Asian Corporate Finance Fund, L.P.***	65,000,400	11.67%	12.97%
Payawal Capital Limited	65,000,400	11.67%	12.97%
Ho Che Kong	64,484,000	11.58%	12.86%

• These shares were held indirectly by Strategic Industries, LLC., through its beneficial interest of the entire issued capital of SILLC Asia, LLC.

• ** These shares were held indirectly by Investor AB through its beneficial interest of the entire issued capital of Investor (Guernsey) II Ltd..

• *** These shares were held indirectly by Asian Corporate Finance Fund, L.P., through its beneficial interest of the entire issued capital of Payawal Capital Limited.

Based on the above shareholding interest of the shareholders, and in the event that the Directors exercise the power in full to repurchase Shares pursuant to the Repurchase Mandate, the interest of the above shareholders in the issued share capital of the Company would be increased respectively as shown above, and such an increase may not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors are currently not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Repurchase Mandate.

7. SHARE REPURCHASES MADE BY THE COMPANY

During the six months preceding the date of this circular, no Shares had been repurchased by the Company, whether on the Stock Exchange or otherwise.

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EXPLANATORY STATEMENT

APPENDIX I

8. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous 12 months before the printing of this circular:

	**Per **	Share
Month	Highest	Lowest
	HK$	HK$
2003
July	0.390	0.280
August	0.390	0.310
September	0.340	0.280
October	0.315	0.280
November	0.310	0.280
December	0.320	0.222
2004
January	0.280	0.245
February	0.310	0.255
March	0.290	0.250
April	0.280	0.220
May	0.270	0.200
June	0.260	0.201

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

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United Pacific Industries

UNITED PACIFIC INDUSTRIES LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00176)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of United Pacific Industries Limited (the “Company”) will be held at Flat B, 19th Floor, Chai Wan Industrial Centre, 20 Lee Chung Street, Chai Wan, Hong Kong on Monday, 30th August, 2004 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the respective reports of the directors of the Company (“Directors”) and Deloitte Touche Tohmatsu (“Auditors”) for the year ended 31st March, 2004.

2. To re-elect the following retiring Directors and to authorise the Board of Directors to fix the remuneration of the Directors:

3. 2.1 Dr. Wong Ho Ching, Chris;

4. 2.2 Mr. Ng Ching Wo; and

5. 2.3 Mr. Teo Ek Tor

6. To renew the appointment of the Auditors and to authorise the Board of Directors to determine the Auditors’ remuneration.

7. As special business, to consider and, if thought fit, pass with or without modifications the following resolutions as Ordinary Resolutions:

8. A. “ THAT

   • (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (a) above otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company; or (iii) any option scheme or similar arrangement for the time being adopted for the grant or issue to directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next Annual General Meeting of the Company;

• (ii) the expiration of the period within which the next Annual General Meeting of the Company is required by the Company’s Bye-laws or any applicable laws to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by way of ordinary resolution of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”

• B. “ THAT

• (a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase shares of HK$0.10 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

  - (b) the approval in paragraph (a) above shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase shares of HK$0.10 each in the Capital of the Company at such prices as the Directors of the Company at their discretion may determine;

  - (c) the aggregate nominal amount of shares of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution and the said approval shall be limited accordingly; and

  - (d) for the purposes of this Resolution:

     - “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

     - (i) the conclusion of the next Annual General Meeting of the Company;

     - (ii) the expiration of the period within which the next Annual General Meeting of the Company is required by the Company’s Bye-laws or any applicable laws to be held; and

     - (iii) the date on which the authority set out in this Resolution is revoked or varied by way of ordinary resolution of the Company in general meeting.”

• C. “ THAT conditional upon the passing of Resolutions A and B set out in item 4 of the notice convening this Meeting, the aggregate nominal amount of the shares in the Company which shall have been repurchased by the Company pursuant to and in accordance with Resolution B set out in item 4 above shall be added to the aggregate nominal amount of the shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to and in accordance with the Resolution A set out in item 4 above, provided that the amount of share capital repurchased by the Company shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution.”

• As special business, to consider and, if thought fit, pass with or without modifications, the following resolution as a Special Resolution:

• “ THAT the Bye-Laws of the Company be and are hereby amended in the following manner:

• (1) Bye-Law 1. (A)

  • (i) By deleting the existing definition of “associates” in its entirety and substituting therefor the following new definition of “associate”:

    • “associate” shall have the meaning ascribed to it in the Listing Rules;

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• (ii) By deleting the existing definition of “clearing house” in its entirety and substituting therefor the following new definition of “clearing house”:

  • “clearing house” shall mean a clearing house or authorised shares depository recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction;

• (iii) By adding the following definition after the definition of “holding company” and “subsidiary”:

  • “Listing Rules” shall mean the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time;

• (2) Bye-Law 86

By adding the following new bye-law as Bye-Law 86A immediately after the existing Bye-Law 86:

• “86A. Where any member is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.”

• (3) Bye-Laws 110. (H), (I), (J), (K) and (L)

By deleting the existing Bye-Laws 110. (H), (I), (J), (K) and (L) in their entirety and substituting therefor the following new Bye-Laws 110. (H), (I), (J), (K) and (L):

1. (H) A Director shall not vote (nor be counted in the quorum) on any resolution of the Directors in respect of any contract or arrangement or proposal in which he or any of his associates is materially interested, and if he shall do so his vote shall not be counted (nor is he counted in the quorum for that resolution), but this prohibition shall not apply to any of the following matters namely:

2. (i) the giving of any security or indemnity either:

   • (a) to the Director or his associate(s) in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or

   • (b) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• (ii) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

• (iii) any proposal concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in 5 per cent. or more of the issued shares of any class of such company (or of any third company through which his interest or that of his associates is derived) or of the voting rights;

• (iv) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:

  • (a) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the Director or his associate(s) may benefit; or

  • (b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to Directors, his associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates;

• (v) any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.”

• (I) A company shall be deemed to be a company in which a Director and his associate(s) in aggregate owns 5 per cent. or more of any class of the voting equity share capital of such company or of the voting rights of any class of shares of such company if and so long as (but only if and so long as) he and/or his associates is (either directly or indirectly) the holder of or beneficially interested in 5 per cent. or more of any class of the issued voting equity share capital of such company (or of any third company, other than the Company or any of its subsidiaries, through which his interest or that of any of his associates is derived) or of the voting rights of any class of shares of the company. For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associate(s) as bare or custodian trustee and in which he or his associate(s) has no beneficial interest, any shares comprised in a trust in which the interest of the Director or his associate(s) is/are in reversion or remainder if and so

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

long as some other person is entitled to receive the income thereof, any shares comprised in an authorised unit trust scheme in which the Director or his associate(s) is/are interested only as a unit holder, and shares which carry no voting right at general meetings and no or nugatory dividend and return of capital rights.

1. (J) Where a company in which a Director and his associate(s) in aggregate hold 5 per cent. or more of any class of the voting equity share capital of such company or of the voting rights of any class of shares available to shareholders of the company is materially interested in a transaction, then that Director and/or his associate(s) shall also be deemed materially interested in such transaction.

2. (K) If any question shall arise at any meeting of the Directors as to the materiality of the interest of a Director or his associate(s) or as to the entitlement of any Director to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question (unless it relates to the Chairman) shall be referred to the Chairman and his ruling in relation to such Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director and/or his associate(s) concerned as known to such Director has not been fairly disclosed to the other Directors. If any question as aforesaid shall arise in respect of the Chairman and/or his associate(s), such question shall be decided by a resolution of the Directors (for which purpose the Chairman shall not be counted in the quorum and shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of the Chairman and/or his associate(s) as known to him has not been fairly disclosed to the other Directors.

3. (L) The provisions of paragraphs (D), (E), (H), (I), (J) and (K) of this Bye-Law 110 shall apply during the Relevant Period but not otherwise. In respect of all periods other than the Relevant Period, a Director may vote in respect of any contract, arrangement or transaction or proposed contract, arrangement or transaction notwithstanding that he or any of his associate(s) is/are or may be interested therein and, if he does so, his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract, arrangement or transaction or proposed contract, arrangement or transaction shall come before the meeting for consideration provided that he has, where relevant, first disclosed his or his associate’s/associates’ interest in accordance with paragraph (G).

4. (4) By deleting the existing Bye-Law 110. (M) in its entirety.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• (5) By deleting Bye-Law 116 in its entirety and substituting therefor the following new Bye-Law 116:

• “116. No person other than a retiring Director shall, unless recommended by the Directors for election, be eligible for election to the office of Director at any general meeting unless notice in writing by a member (not being the person to be proposed) entitled to attend and vote at the meeting for which such notice is given of his intention to propose such person for election as a Director, and notice in writing by that person of his willingness to be elected shall have been lodged at the Head Office or at the Registration Office of the Company in the period commencing no earlier than the day after the despatch of the notice of the general meeting appointed for such election and ending no later than seven days prior to the date of such meeting, provided that the minimum length of such period shall be at least seven days.”

• (6) By making all necessary consequential alterations in cross-reference.”

By Order of the Board of UNITED PACIFIC INDUSTRIES LIMITED Lam Yuen Man Maria Company Secretary

Hong Kong, 6th August, 2004

Registered Office: Clarendon House Church Street Hamilton HM 11 Bermuda

Principal Place of Business in Hong Kong: Flat B, 19th Floor Chai Wan Industrial Centre 20 Lee Chung Street Chai Wan, Hong Kong

Notes:

1. Any member entitled to attend and vote at the meeting is entitled to appoint one or two proxies to attend and, vote in his stead. A proxy need not be a member of the Company.

2. To be valid, a form of appointment of proxy or corporate representative together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s principal place of business in Hong Kong at Flat B, 19th Floor, Chai Wan Industrial Centre, 20 Lee Chung Street, Chai Wan, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. The Register of Members will be closed from Wednesday, 25th August, 2004 to Monday, 30th August, 2004 (both days inclusive), during which period no transfer of shares will be registered. In order to determine the identity of members who are entitled to attend and vote at the Annual General Meeting and who are entitled to any dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar, Secretaries Limited of G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not later than 4:00 p.m. on Tuesday, 24th August, 2004.

4. The Directors of the Company as at the date of this notice are Mr. Brian C. Beazer, Mr. Simon N. Hsu, Mr. Wong Hei Pui, Andy being Executive Directors, Mr. Ho Che Kong, Mr. Ng Ching Wo, Mr. Ramon Sy Pascual, Mr. Peter F. Reilly, Mr. Teo Ek Tor, being Non-Executive Directors and Dr. Wong Ho Ching, Chris being Independent Non-Executive Director.

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PROCEDURE FOR DEMANDING A POLL

APPENDIX III

Pursuant to Bye-Law 73 of the bye-laws of the Company, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

• (i) by the Chairman of the meeting; or

• (ii) by at least three shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (iii) by any shareholder or shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all the shareholders having the right to vote at the meeting; or

• (iv) by any shareholder or shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

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