Richly Field China Development Limited — AGM Information 2014

Mar 16, 2014

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

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

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (the “ SGM ”) of United Pacific Industries Limited (the “ Company ” and with its subsidiaries, the “ Group ”) will be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 1 April 2014 at 9:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT

• (a) the framework deed (the “ Framework Deed ”) dated 8 February 2014 and entered into amongst others, the Company, Rise Up International Limited, a wholly owned subsidiary of the Company, and 40 independent third parties, to govern the flow of funds in relation to the payment for purchase price under the Acquisition Agreement (as defined in (b) below) and the payment for subscription price under the Subscription Agreement (as defined in (c) below) and to ensure that closing of the acquisition under the Acquisition Agreement and under the Subscription Agreement shall occur simultaneously (a copy of the Framework Deed has been produced to the SGM marked “A” and signed by the chairman of the SGM for the purpose of identification) and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified in all respects;

• (b) the conditional acquisition agreement (the “ Acquisition Agreement ”) dated 8 February 2014 and entered into among Rise Up International Limited, a wholly-owned subsidiary of the Company as purchaser and 40 independent third parties (the “ Vendors ”) as sellers in relation to the sale and purchase of approximately 28.84% of the total issued share capital in 宇錡建設股份有限公司 (Yuji Development Corporation) at a consideration of TWD513,728,077 (equivalent to approximately HK$132.3 million) (a copy of the Acquisition Agreement has been produced to the SGM marked “B” and signed by the chairman of the SGM for the purpose of identification) and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified in all respects;

• (c) the subscription agreement (the “ Subscription Agreement ”) dated 8 February 2014 and entered into among the Company as issuer and the Vendors as subscriber in relation to the subscription of new ordinary shares of HK$0.10 each in the share capital of the Company (each a “ Subscription Share ”, collectively, the “ Subscription Shares ”) at the price of

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approximately HK$0.887 per Subscription Share (a copy of the Acquisition Agreement has been produced to the SGM marked “C” and signed by the chairman of the SGM for the purpose of identification) and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified in all respects;

• (d) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subscription Shares, the allotment and issue of the Subscription Shares to the Vendors pursuant to the Subscription Agreement (the “ Specific Mandate ”) be and is hereby approved and confirmed and the Specific Mandate is in addition to, and shall not prejudice nor revoke the existing general mandate granted to the directors of the Company (the “ Directors ”) by the shareholders of the Company in the annual general meeting of the Company held on 12 February 2014; and

• (e) any one of the Directors (other than Mr. Hsu, Ms. Kelly Lee and Mr. Anthony Lee) be and is hereby authorised to do all such acts and things and execute and where the affixing of the common seal of the Company is required, any two of the Directors (other than Mr. Hsu, Ms. Kelly Lee and Mr. Anthony Lee) or any Director (other than Mr. Hsu, Ms. Kelly Lee and Mr. Anthony Lee) and the company secretary of the Company be and are hereby authorised to affix the common seal of the Company on all such documents which he/they consider(s) necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Framework Deed, the Acquisition Agreement, the Subscription Agreement and the transactions contemplated thereunder, including but not limited to the allotment and issue of the Subscription Shares.”

• “ THAT

• (a) the conditional disposal agreement (the “ Disposal Agreement ”) dated 8 February 2014 and entered into among the Company as seller and New Wave Capital Limited and Kings Victory Limited as purchasers in relation to the sale and purchase of (i) 200 shares in the issued share capital of Pantronics Holdings Limited (“PHL” and with its subsidiaries, the “ PHL Group ”); (ii) 5,000,000 shares in the issued share capital of Pantene Global Holdings Limited (“ PGH ” and with its subsidiaries, the “ PGH Group ”); (iii) the net amount due from the PHL Group to the Group (excluding the PHL Group and the PGH Group) as at completion of the Disposal Agreement; and (iv) the net amount due from the PGH Group to the Group (excluding the PHL Group and the PGH Group) as at completion of the Disposal Agreement, at a total consideration of US$25 million (equivalent to approximately HK$194.5 million) (a copy of the Disposal Agreement has been produced to the SGM marked “D” and signed by the chairman of the SGM for the purpose of identification) and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified in all respects; and

• (b) any one of the Directors (other than Mr. Hsu, Ms. Kelly Lee and Mr. Anthony Lee) be and is hereby authorised to do all such acts and things and execute and where the affixing of the common seal of the Company is required, any two of the Directors (other than Mr. Hsu, Ms. Kelly Lee and Mr. Anthony Lee) or any Director (other than Mr. Hsu, Ms. Kelly Lee and Mr. Anthony Lee) and the company secretary of the Company be and are hereby

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authorised to affix the common seal of the Company on all such documents which he/they consider(s) necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Disposal Agreement and the transactions contemplated thereunder.”

Your faithfully For and on behalf of the Board United Pacific Industries Limited David Howard Clarke Chairman

Hong Kong, 17 March, 2014

Notes:

1. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.

2. Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.

3. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be lodged at the office of the Company’s Hong Kong branch share registrar and transfer office, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be).

4. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

5. Where there are joint registered holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

6. As required under Rule 13.39 of the Listing Rules, the ordinary resolutions will be decided by way of poll.

At the date of this announcement, the Board comprises five Executive Directors, namely Mr. David Howard Clarke, Mr. Simon Hsu Nai-Cheng, Mr. Henry Woon-Hoe Lim, Mr. Patrick John Dyson and Ms. Kelly Lee; one Non-Executive Director, namely, Mr. Anthony Lee and four Independent Non-Executive Directors, namely, Mr. Ramon Sy Pascual, Dr. Wong Ho Ching, Mr. Lan Yen-Po and Ms. Hu Gin Ing.

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