Richly Field China Development Limited — AGM Information 2011

Jan 25, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in United Pacific Industries Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker 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.

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Website: www.irasia.com/listco/hk/upi

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of United Pacific Industries Limited to be held at Plaza 1-2, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 15 March 2011 at 3:00 p.m. is set out on pages 15 to 18 of 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. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if you so wish and, in such event, the form of proxy shall be deemed to be revoked.

26 January 2011

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	THE ISSUE MANDATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	EXTENSION OF THE ISSUE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	RE-ELECTION OF RETIRING DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
8.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I — EXPLANATORY STATEMENT FOR THE REPURCHASE
	MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II — BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS
	PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . .	10
**NOTICE **	OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. .15

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DEFINITIONS

In this circular, including the appendices, the following expressions shall have the following meanings unless the context indicates otherwise:

• “Annual General Meeting” or the annual general meeting of the Company to be held at Plaza “AGM” 1-2, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 15 March 2011 at 3:00 p.m. or any adjournment thereof

• “associate(s)” shall have the same meaning as ascribed to it under the Listing Rules

• “Board” the Board of Directors of the Company “Bye-Laws” the Bye-Laws of the Company as amended from time to time “Companies Act” the Companies Act 1981 of Bermuda, as amended from time to time

• “Company” United Pacific Industries Limited, a company incorporated in Bermuda with limited liability, whose shares are listed on the Main Board of the Stock Exchange (Stock Code: 176)

• “Connected Person(s)” shall have the same meaning as ascribed to it under the Listing Rules

• “Corporate Governance Code” the Code on Corporate Governance Practices as set out in Appendix 14 of the Listing Rules, as amended from time to time

• “Directors” the directors of the Company for the time being

• “Group” the Company and its subsidiaries from time to time

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Issue Mandate” a general and unconditional mandate to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution approving the said mandate

• “Latest Practicable Date” 20 January 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

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	DEFINITIONS
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“Memorandum of Association”	the Memorandum of Association of the Company
“Repurchase Mandate”	a general and unconditional mandate to the Directors to
	exercise the power of the Company to repurchase on the Stock
	Exchange, or any other stock exchange on which the Shares of
	the Company may be listed, Shares up to a maximum of 10%
	of the aggregate nominal amount of the issued share capital of
	the Company as at the date of passing of the relevant
	resolution approving the said mandate
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong) as amended from time to time
“Shareholder(s)”	the registered holder(s) of the Shares
“Share(s)”	the ordinary shares of HK$0.10 each in the share capital of
	the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Code on Takeovers and Mergers by the Securities and
	Futures Commission of Hong Kong
“%”	per cent

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LETTER FROM THE BOARD

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Website: www.irasia.com/listco/hk/upi

Executive Directors

Mr. David H Clarke (Chairman) Mr. Simon N Hsu (Executive Vice-chairman) Mr. Henry W Lim (Chief Executive Officer) Mr. Patrick J Dyson (Chief Financial Officer)

Non-executive Directors Mr. Chan Kin Sang Mr. Liu Ka Lim

Independent Non-executive Directors Mr. Robert B Machinist Mr. Ramon S Pascual Dr. Wong Ho Ching, Chris

Principal Place of Business in Hong Kong: Unit 2705-06 27/F., Infinitus Plaza 199 Des Voeux Road Central Hong Kong

Registered Office: Clarendon House Church Street Hamilton HM 11 Bermuda

26 January 2011

Dear Shareholders,

PROPOSAL FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

On 12 March 2010, ordinary resolutions were passed to grant to the Directors the Issue Mandate and the Repurchase Mandate to issue Shares and to repurchase Shares respectively and to extend the Issue Mandate to include Shares repurchased under the Repurchase Mandate. These Issue Mandate and Repurchase Mandate will lapse at the conclusion of the AGM to be held on 15 March 2011. It is therefore proposed to renew the Issue Mandate and the Repurchase Mandate at the AGM.

At the AGM, ordinary resolutions will be proposed relating to the ordinary businesses, renewal of the grant of the Issue Mandate, the Repurchase Mandate and extension of the Issue Mandate, as well as the re-election of retiring Directors. Pursuant to the Listing Rules, the Company is required to

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LETTER FROM THE BOARD

provide Shareholders all information reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against resolutions to be proposed at the AGM. The purpose of this circular is to provide you with such information, and to give you notice of the AGM.

2. THE ISSUE MANDATE

At the AGM, an ordinary resolution will be proposed that the Directors be given the Issue Mandate to exercise all powers of the Company to allot, issue and otherwise deal with new Shares up to, in aggregate, 20% of the nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution.

As at the Latest Practicable Date, there was a total of 991,852,107 Shares in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors, and on the basis that no other Shares are issued or repurchased by the Company between the Latest Practicable Date and the date of AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 198,370,421 new Shares.

3. THE REPURCHASE MANDATE

At the AGM, an ordinary resolution will also be proposed that the Directors be given the Repurchase Mandate to exercise all powers of the Company to repurchase on the Stock Exchange or on any other stock exchange on which the Shares of the Company may be listed, Shares up to, in aggregate, 10% of the nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution.

Subject to the passing of the proposed resolution granting the Repurchase Mandate to the Directors, and on the basis that there were 991,852,107 issued Shares as at the Latest Practicable Date and no Shares are issued or repurchased by the Company between the Latest Practicable Date and the date of AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 99,185,210 Shares.

Under the Listing Rules, the Company is required to give Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the AGM. An explanatory statement for such purpose is set out in Appendix I to this circular.

4. EXTENSION OF THE ISSUE MANDATE

In addition, an ordinary resolution will be proposed at the AGM to allow any Shares repurchased under the Repurchase Mandate (up to a maximum of 10% of the issued Shares as at the date of the grant of the Repurchase Mandate) to 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 earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the end of the period within which the Company is required by the Companies Act or the Bye-Laws to hold its next annual general meeting; and (iii) the date of revocation or variation by an ordinary resolution of Shareholders in general meeting prior to the next annual general meeting of the Company.

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LETTER FROM THE BOARD

5. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Bye-Law 115 of the Bye-Laws, Mr. Chan Kin Sang and Mr. Liu Ka Lim will hold office only until the Annual General Meeting, and, being eligible, offer themselves for re-election at the AGM.

In accordance with Bye-Law 111(A) of the Bye-Laws, Mr. Ramon S Pascual and Mr. Robert B Machinist will retire from office as Directors at the AGM, and, being eligible, offer themselves for re-election at the AGM.

Dr. Wong Ho Ching, Chris, who was re-elected as an Independent Non-Executive Director at the last annual general meeting for a one year term until the next annual general meeting, will also retire at the AGM, and being eligible, offers himself for re-election pursuant to Bye-Law 111(A) of the Bye-Laws. As Dr. Wong has been an independent non-executive director since 1994, the re-election of Dr. Wong is subject to a separate resolution to be approved by Shareholders in compliance with Provision A.4.3 of the Recommended Best Practices of the Corporate Governance Code. Notwithstanding that Dr. Wong has served the Company continuously since 1994, the Board is satisfied that Dr. Wong is a person of integrity and stature, independent in character and judgment. He is independent of management and free from any business or other relationships or circumstances which could materially interfere with the exercise of his independent judgment. Consequently, the Board recommends the re-election of Dr. Wong as an Independent Non-Executive Director at the AGM for another one-year term of office until the next annual general meeting.

Details of the above retiring Directors which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

6. ANNUAL GENERAL MEETING

Notice of the AGM is set out on pages 15 to 18 of this circular. A form of appointment of proxy or corporate representative (the “Proxy”) for use at the AGM is despatched with this circular. Whether or not you intend to attend the AGM, you are requested to complete the Proxy and return it to the Company’s principal place of business in Hong Kong at Unit 2705-06, 27/F., Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong, not later than 48 hours before the time appointed for the AGM or any adjournment thereof. Completion and return of the Proxy will not preclude you from attending and voting in person at the AGM and at any adjournment thereof if you so wish and, in such event, the form of proxy shall be deemed to be revoked.

7. VOTING BY POLL

All the resolutions set out in the Notice of the AGM would be decided by poll in accordance with the Listing Rules and Bye-Laws of the Company.

On a poll, every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid Share held. A Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy who is entitled to more than one vote need not use all his votes or cast all his votes in the same way.

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LETTER FROM THE BOARD

After the conclusion of the AGM, the poll results will be published on HKExnews, the website of Hong Kong Exchanges and Clearing Limited, at www.hkexnews.hk and the website of the Company at www.upi.com.hk and at www.irasia.com/listco/hk/upi. The result of the poll shall be deemed to be a resolution of the meeting at which the poll was demanded or required.

8. RECOMMENDATION

The Directors consider that the proposed granting to the Directors of the Issue Mandate, Repurchase Mandate and extension of the Issue Mandate, and the re-election of retiring directors are in the best interests of the Company and the Shareholders as a whole. 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 Directors of UNITED PACIFIC INDUSTRIES LIMITED David H Clarke Chairman

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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

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 the Latest Practicable Date, there was a total of 991,852,107 Shares in issue. Subject to the passing of the ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of AGM, the Directors would be authorised under the Repurchase Mandate to repurchase a maximum of 99,185,210 Shares during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the end of the period within which the Company is required by the Companies Act or the Bye-Laws to hold its next annual general meeting; and (iii) the date of revocation or variation of the Repurchase Mandate by an ordinary resolution of Shareholders in general meeting prior to the next annual general meeting of the Company.

2. REASONS FOR REPURCHASE MANDATE

The Directors believe that the Repurchase Mandate will provide the Company the flexibility to make such repurchases when appropriate and beneficial to the Company and Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value 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 as a whole.

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 Memorandum of Association and Bye-Laws, the applicable laws of Bermuda and the Listing Rules.

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 30 September 2010. However, the Directors do not propose to exercise the Repurchase Mandate to such an 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.

4. DIRECTORS AND THEIR ASSOCIATES

To the best of the knowledge and belief of the Directors, having made all reasonable enquiries, none of the Directors nor 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.

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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

The Company has not been notified by any connected person (as defined in the Listing Rules) that such a person has a present intention to sell any Shares to the Company, or has 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 Company’s Memorandum of Association and the Bye-Laws.

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 pursuant to Rule 32 of 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 concerted 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.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, the following persons held 10% or more of the issued share capital of the Company:

				If Repurchase Mandate is
				exercised fully,
		Number of		approximate current
		shares	Approximate current	percentage will increase
Name		currently held	percentage	to approximately
Chim	Pui Chung(1)	271,000,000	27.32%	30.36%
Brian	C Beazer(2)	207,267,049	20.90%	23.22%

Notes:

1. Mr. Chim Pui Chung is the beneficial owner of 150,000,000 Shares, and 121,000,000 Shares are held by Golden Mount Limited, the entire share capital of which is beneficially owned by Mr. Chim.

2. Mr. Brian C Beazer is the beneficial owner of 576,000 Shares. These are aggregated with the Shares held by B C Beazer Asia Pte Ltd, a company in which Mr. Beazer has a 50% equity interest.

In the event that the Directors exercise the power in full to repurchase Shares pursuant to the Repurchase Mandate, the interest of the above persons in the issued share capital of the Company would be increased respectively as shown above. Such increase would give rise to an obligation of Mr. Chim Pui Chung to make a mandatory offer under Rule 26 of the Takeovers Code.

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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

7. SHARE REPURCHASES MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, no Shares had been repurchased by the Company, whether on the Stock Exchange or otherwise.

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 preceding the Latest Practicable Date:

	Per Share
	Highest	Lowest
	HK$	HK$
2010
January	0.450	0.400
February	0.410	0.375
March	0.410	0.365
April	0.445	0.360
May	0.390	0.290
June	0.400	0.300
July	0.360	0.275
August	0.390	0.300
September	0.385	0.335
October	0.375	0.300
November	0.345	0.300
December	0.340	0.300
2011
January (up to the Latest Practicable Date)	0.350	0.300

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

The followings are particulars of the directors who will retire from office, all of whom, being eligible, offer themselves for re-election at the Annual General Meeting:

Non-executive Directors

Mr. Chan Kin Sang , aged 59, was appointed as a Non-executive Director of the Company on 20 January 2011. Mr. Chan is currently the sole proprietor of Messrs. Peter K.S. Chan & Co., Solicitors and Notaries. Mr. Chan has been a practising solicitor in Hong Kong since 1982. Mr. Chan graduated from the University of Hong Kong with a bachelor’s degree in laws in 1979. Mr. Chan was admitted as a notary public in 1997 and as a China-appointed attesting officer in 2000.

Mr. Chan is a fellow of the Institute of Directors and acts as an independent non-executive director in two Singapore listed companies, namely People’s Food Holdings Limited and Luxking Group Holdings Limited and four Hong Kong listed companies, namely Combest Holdings Limited, China Precious Metal Resources Holdings Co., Limited, International Taifeng Holdings Limited and Pacific Plywood Holdings Limited. Mr. Chan is also a non-executive director of Pan Hong Property Group Limited listed in Singapore and Mayer Holdings Limited listed in Hong Kong. He was formerly an independent non-executive director of Sunray Holdings Limited, CHT (Holdings) Limited, Plus Holdings Limited, New Smart Energy Group Limited and Dynamic Energy Holdings Limited.

During the period from 1 November 2007 to 20 August 2008, he was an independent non-executive director of Plus Holdings Limited, a Hong Kong listed company engaged in the business of information technology, whose shares had been suspended from trading due to an outstanding petition for winding up which commenced on 15 November 2006 for an outstanding amount of US$900,000 and the appointment of a provisional liquidator. He was appointed as an independent non-executive director to sit on the audit committee formed for resumption of trading. Thereafter, the winding up petition was dismissed and the provisional liquidator was discharged on 20 August 2008.

Save as disclosed above, Mr. Chan did not hold any other directorships in public listed companies in Hong Kong or overseas in the last three years.

With respect to Mr. Chan’s directorship with the Company, there is no service contract or specific length or proposed length of service except that his directorship is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws of the Company.

Mr. Chan receives a director’s fee in respect of his directorship of HK$180,000 per annum (or a pro rata amount for the duration of his directorship for an incomplete year and subject to review by the Board from time to time), which is determined by the Board with reference to his responsibilities and duties within the Company. Save as otherwise disclosed, Mr. Chan is not entitled to receive any emoluments from the Company.

Mr. Chan does not have any relationship with any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Chan did not have any interest in the Company’s shares within the meaning of Part XV of the Securities and Futures Ordinance.

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APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

There is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Chan that need to be brought to the attention of the Shareholders.

Mr. Liu Ka Lim , aged 55, was appointed as a Non-executive Director of the Company on 20 January 2011. Mr. Liu has over 24 years of professional experience in the fields of finance and accounting. Mr. Liu is a fellow member of the Association of Chartered Certified Accountants and an associate member of the Hong Kong Institute of Certified Public Accountants. He is also a member of the Hong Kong Securities Institute. During the period from March 2004 to August 2006, Mr. Liu was the Chairman of Galileo Capital Group Limited, a company listed on the GEM Board of The Stock Exchange of Hong Kong Limited. During the period from October 2003 to March 2006, Mr. Liu was the Chairman of Wonderful World Holdings Limited, a company listed on the Main Board of The Stock Exchange of Hong Kong Limited. He is currently a director of United Simsen Securities Limited, a subsidiary of Simsen International Corporation Limited, which is a company listed on the Main Board of The Stock Exchange of Hong Kong Limited.

Save as disclosed above, Mr. Liu did not hold any other directorships in public listed companies in Hong Kong or overseas in the last three years.

With respect to Mr. Liu’s directorship with the Company, there is no service contract or specific length or proposed length of service except that his directorship is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws of the Company.

Mr. Liu receives a director’s fee in respect of his directorship of HK$180,000 per annum (or a pro rata amount for the duration of his directorship for an incomplete year and subject to review by the Board from time to time), which is determined by the Board with reference to his responsibilities and duties within the Company. Save as otherwise disclosed, Mr. Liu is not entitled to receive any emoluments from the Company.

Mr. Liu does not have any relationship with any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Liu did not have any interest in the Company’s shares within the meaning of Part XV of the Securities and Futures Ordinance.

There is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Liu that need to be brought to the attention of the Shareholders.

Independent Non-executive Directors

Mr. Robert B Machinist , aged 57, was appointed as an Independent Non-executive Director of the Company on 11 April, 2008. He was served as Chairman of the Audit Committee since 30 June 2010 and is also a member of the Nominating and Corporate Governance Committee since 30 June 2010. He is currently Managing Partner of Selway Capital, a middle market investment firm, Chairman, Board of Advisors of MESA, a leading merchant bank specializing in media and entertainment industry transactions as well as a member of the Board of Directors of Deerfield Capital Corp. (NYSE:DFR) and Chairman of both its Audit Committee and Special Committee. Mr. Machinist

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

also runs a private family investment company whose activities range from the Collectors Car Garage to a number of real estate development businesses. From January 1986 to November 1988, he was president and one of the principal founders of Patricof & Co. Capital Corp. (and its successor companies), a multinational investment banking business, until its acquisition by the Bank of New York. From 1998 until December of 2001 Mr. Machinist served as Managing Director and head of investment banking for the Bank of New York and its Capital Markets division.

He is presently a member of the Board of Directors of Centre Pacific, Maimonides Medical Center, and the American Committee for the Weizman Institute of Science as well as serving on its International Board of Governors and its Endowment Committee. In addition to being on the Board of Deerfield Capital Corp. and Chairman of its Audit and Special Committees, he also serves on its Compensation and Nominating Committee & Corporate Governance Committee. Through December of 2008, Mr. Machinist was Non-executive Chairman of New Motion, Inc. (NASDAQ:NWMO), a member of its Board of Directors and its Audit and Compensation Committees. Previously, he has also been a trustee of Vassar College, a member of its Executive Committee and one of three trustees responsible for managing the college’s endowment. He has also been a board member of Jamie Marketing Services, Inc., Doctor Leonard’s Healthcare Direct and Ringier America, among many other Executive Boards.

Save as disclosed above, Mr. Machinist did not hold any other directorships in public listed companies in Hong Kong or overseas in the last three years.

Mr. Machinist does not have any service contract with the Company. He was not appointed for any specified term and length of service with the Company. Mr. Machinist is subject to retirement by rotation and re-election at the Annual General Meeting of the Company pursuant to the Bye-Laws of the Company.

Mr. Machinist receives a director’s fee of HK$180,000 per annum and other fee of HK$156,250 for the year ended 30 September 2010 which is determined by the Board with reference to his responsibilities and duties within the Company. Save as otherwise disclosed, Mr. Machinist is not entitled to receive any emoluments from the Company.

As at the Latest Practicable Date, Mr. Machinist was not interested or deemed to be interested in any shares or underlying shares of the Company within the meaning of Part XV of the SFO and he does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

There is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Machinist that need to be brought to the attention of the Shareholders.

Mr. Ramon S Pascual, aged 51, was appointed a Director of the Company in January 2003. He serves as Chairman of Compensation Committee and also a member of Audit Committee (save for the period from 30 June 2010 to 30 September 2010). He is a senior executive of Eton Properties Limited, a real estate development and investment company known for premier residential commercial, retail, and hotel developments in Hong Kong and China. Mr. Pascual also serves as an executive director of

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APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Dynamic Holdings Ltd, a company listed on the Hong Kong Stock Exchange, a position he has held since 2006, and as director in real estate, manufacturing and logistics companies with businesses in Hong Kong, China and the Philippines. Save as disclosed above, Mr. Pascual did not hold any other directorships in public listed companies in Hong Kong or overseas in the last three years.

Mr. Pascual does not have any service contract with the Company. He was not appointed for any specified term and length of service with the Company. Mr. Pascual is subject to retirement by rotation and re-election at the Annual General Meeting of the Company pursuant to the Bye-Laws of the Company.

Mr. Pascual receives a director’s fee of HK$100,000 per annum and other fee of HK$62,500 for the year ended 30 September 2010 which is determined by the Board with reference to his responsibilities and duties within the Company. Save as otherwise disclosed, Mr. Pascual is not entitled to receive any emoluments from the Company.

As at the Latest Practicable Date, Mr. Pascual was not interested or deemed to be interested in any shares or underlying shares of the Company within the meaning of Part XV of the SFO and he does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

There is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Pascual that need to be brought to the attention of the Shareholders.

Dr. Wong Ho Ching, Chris , aged 63, has been an Independent Non-executive Director of the Company since March 1994. Dr. Wong serves as Chairman of the Nominating and Corporate Governance Committee, and is also a member of the Audit Committee and since 30 June 2010, a member of the Compensation Committee. He is now the council member of the Chinese Mechanical Engineering Society, China. He specialises 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 holds a PhD in management engineering from Xian Jiao Tung University. He has been a member of the First Hong Kong Special Administrative Region Election Committee and member of the first and second Hong Kong Special Administration Region Selection Committee. Dr. Wong did not hold any other directorships in the public listed companies in Hong Kong or overseas in the last three years.

Dr. Wong does not have any service contract with the Company. Dr. Wong receives a director’s fee of HK$180,000 per annum and other fee of HK$62,500 for the year ended 30 September 2010 which is determined by the Board with reference to his responsibilities and duties within the Company and also to the remuneration benchmark in the market for independent non-executive directors of other companies listed on the Stock Exchange.

Dr. Wong who was re-elected as an Independent Non-executive Director at the last Annual General Meeting for a one year term until the next annual general meeting, will also retire at the AGM, and being eligible, offers himself for re-election pursuant to Bye-Law 111(A) of the Bye-Laws. As Dr. Wong has been an independent non-executive director since 1994, the re-election of Dr. Wong is subject to a separate resolution to be approved by the Shareholders in compliance with Provision A.4.3

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

of the Recommended Best Practices in the Corporate Governance Code. Notwithstanding that Dr. Wong has served the Company continuously since 1994, the Board is satisfied that Dr. Wong is a person of integrity and stature, independent in character and judgment. He is independent of management and free from any business or other relationships or circumstances which could materially interfere with the exercise of his independent judgment. Consequently, the Board recommends the re-election of Dr. Wong as an Independent Non-Executive Director at the AGM.

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

As at the Latest Practicable Date, Dr. Wong was not interested or deemed to be interested in any shares or underlying shares of the Company within the meaning of Part XV of the SFO.

There is no information to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Dr. Wong that need to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

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Website: www.irasia.com/listco/hk/upi

NOTICE IS HEREBY GIVEN that the Annual General Meeting of United Pacific Industries Limited (the “Company”) will be held at Plaza 1-2, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 15 March 2011 at 3:00 p.m. for the following purposes:

1. To receive and consider the Audited Financial Statements and the Reports of the Directors and of the Auditors for year ended 30 September 2010.

2. To re-elect the following directors:

3. a. Mr. Chan Kin Sang as Non-executive Director;

4. b. Mr. Liu Ka Lim as Non-executive Director;

5. c. Mr. Robert B Machinist as Independent Non-executive Director;

6. d. Mr. Ramon S Pascual as Independent Non-executive Director;

7. e. Dr. Wong Ho Ching, Chris as Independent Non-executive Director for a one year term until the next annual general meeting.

8. To authorise the Board of Directors to fix the remuneration of the Directors.

9. To re-appoint BDO Limited as the Company’s auditors and to authorise the Board of Directors to fix their remuneration.

10. As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

“THAT

• (a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional ordinary shares of HK$0.10 each in the capital of the Company and to make or grant offers, agreements and options (including but not limited to bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (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 (including but not limited to bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of the shares 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 hereinafter defined); (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 scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company pursuant to the Bye-Laws of the Company; or (v) a specific authority granted or to be granted by the Shareholders in general meeting, shall not exceed 20 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution and the approval in paragraph (a) of this resolution 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 Bye-Laws of the Company or any applicable laws to be held; and

• (iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the Shareholders 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 of the Company on the register of members 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 any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong).”

1. As special business to consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

“THAT

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to

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NOTICE OF ANNUAL GENERAL MEETING

repurchase ordinary shares of HK$0.10 each in the capital of the Company on The Stock Exchange of Hong Kong Limited or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or of any other stock exchange, as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the shares of the Company which the Directors of the Company are authorised to repurchase pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution; and

• (c) 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 Bye-Laws of the Company or any applicable laws to be held; and

  • (iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.”

• As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT conditional upon the passing of Ordinary Resolutions No. 5 and No. 6 as set out in the notice convening this Meeting, the general mandate granted to the Directors of the Company to allot, issue and deal with additional shares in the capital of the Company pursuant to Ordinary Resolution No. 5 set out in the notice convening this Meeting be and is hereby extended by the addition thereto an amount representing the aggregate nominal amount of the shares of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution No. 6 set out in the notice convening this Meeting provided that such amount shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”

By Order of the Board UNITED PACIFIC INDUSTRIES LIMITED David H Clarke Chairman

Hong Kong, 26 January 2011

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NOTICE OF ANNUAL GENERAL MEETING

Registered Office: Clarendon House Church Street Hamilton HM11 Bermuda

Principal Place of Business in Hong Kong: Unit 2705-06 27/F., Infinitus Plaza 199 Des Voeux Road Central 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 Unit 2705-06, 27/F., Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

3. The register of members will be closed from Friday, 11 March 2011 to Tuesday, 15 March 2011, 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, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Branch Share Registrar in Hong Kong, Tricor Secretaries Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:00 p.m. on Thursday, 10 March 2011. The last day in Hong Kong for dealings in the Shares with entitlement to attend and vote at the Annual General Meeting.

4. The Executive Directors of the Company as at the date of this notice are Mr. David H Clarke, Mr. Simon N Hsu, Mr. Henry W Lim and Mr. Patrick J Dyson; the Non-executive Directors are Mr. Chan Kin Sang and Mr. Liu Ka Lim; and the Independent Non-executive Directors are Mr. Robert B Machinist, Mr. Ramon S Pascual and Dr. Wong Ho Ching, Chris.

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