Richly Field China Development Limited — Capital/Financing Update 2014

Aug 12, 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.

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

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(Stock Code: 176) Websites: www.upi.com.hk www.irasia.com/listco/hk/upi

SUPPLEMENTAL DEED AND CLARIFICATION ANNOUNCEMENT

IN RELATION TO

ISSUANCE OF CONVERTIBLE BONDS UNDER GENERAL MANDATE

SUPPLEMENTAL DEED

On 12 August 2014 (after trading hours), the Company and the Subscriber entered into a supplemental deed in relation to the Subscription Agreement to amend the provisions on the Nomination Right and the restriction on exercise of conversion rights attaching to the Convertible Bonds.

CLARIFICATION

In addition to the information disclosed in the Announcement, the Board would like to provide the Shareholders and potential investors of the Company with additional information in relation to the ultimate beneficial owner of the Subscriber, adjustment to Conversion Price and the appointment procedures upon exercise of the Nomination Right by the Subscriber.

Completion of the Subscription Agreement (as amended and supplemented) is subject to the satisfaction of the conditions precedent therein. In addition, the Subscription Agreement (as amended and supplemented) may be terminated in certain circumstances.

WARNING: As the Subscription Agreement (as amended and supplemented) may or may not be completed, the Convertible Bonds or the Conversion Shares may or may not be issued or listed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

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Reference is made to the announcement (“ Announcement ”) of United Pacific Industries Limited (“ Company ”) dated 28 July 2014 in relation to the entering into the Subscription Agreement between the Company and the Subscriber with respect to the issue of the Convertible Bonds. Unless otherwise defined, capitalization terms used in this announcement shall have the same meanings as those defined in the Announcement.

SUPPLEMENTAL DEED

On 12 August 2014 (after trading hours), the Company and the Subscriber entered into a supplemental deed in relation to the Subscription Agreement (“ Supplemental Deed ”). Set out below are the key changes made to the Subscription Agreement as noted in the Supplemental Deed:

Nomination Right

Pursuant to the Supplemental Deed, the provision under the Subscription Agreement in relation to the grant of nomination right to the Subscriber was amended such that the Subscriber shall, within a period of 6 months from date of Completion, have the right from time to time to nominate one person as non-executive Director (“ Nomination Right ”), provided that such person fulfils the requirements under applicable laws, regulations and the Listing Rules to be appointed as a director, and such appointment shall be subject to the decisions of the Board.

Additional Restriction on Conversion Rights

Notwithstanding anything contained in the Subscription Agreement, the number of Conversion Shares that can be converted in aggregate as a result of the exercising of the conversion rights attaching to the Convertible Bonds shall not exceed 201,488,630 new Shares that are issuable under the General Mandate (“ Maximum Number of Conversion Shares ”). If, after issuance of the Maximum Number of Conversion Shares, there remains outstanding principal amount of the Convertible Bonds, the Company shall on Maturity Date pay to the Bondholder in cash an amount equal to the said remaining outstanding principal amount of the Convertible Bonds.

Save as disclosed above, all the terms and conditions of the Subscription Agreement shall remain unchanged.

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CLARIFICATION

In addition to the information disclosed in the Announcement, the Board would like to provide the Shareholders and potential investors of the Company with the following additional information:

• (a) the Subscriber is wholly owned by Mr. Sun Jih-Hui (孫日輝). Mr. Sun has experience in the funeral service industry in Taiwan for 19 years. To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, the Subscriber and its ultimate beneficial owner are third parties independent of the Company and its connected persons;

• (b) the Conversion Price will be subject to adjustment for (i) consolidation, subdivision or reclassification of Shares; (ii) capitalisation of profits or reserves; (iii) capital distributions; (iv) rights issues of Shares or options over Shares; (v) rights issues of other securities; (vi) modification of rights of conversion, exchange or subscription attaching to the securities of the Company; (vii) issue of new Shares wholly for cash at less than 90% of the current market price per Share; and (viii) issue of new Shares for the acquisition of asset at less than 90% of the current market price per Share;

• (c) every adjustment to the Conversion Price shall be certified in writing either by the auditors of the Company for the time being or an independent investment bank of repute in Hong Kong selected by the Company and approved by the Bondholder or, in the absence of such agreement, such investment bank as the Company may designate. Notwithstanding the adjustments under the terms and conditions of the Convertible Bonds, the Conversion Price shall not be reduced so that, on conversion of the Convertible Bonds, Shares would fall to be issued at a discount to their nominal value;

• (d) the Nomination right granted to the Subscriber is confined to nominating a person (“ Candidate ”) for appointment as Director for the Board’s consideration. The Board shall have to go through the normal procedures for appointment of Director in accordance with the relevant provisions of the bye-laws of the Company (“ Bye-laws ”), including the consideration of, among others, the background, experience, qualification and skills of the Candidate. The Bye-laws provide that the Board has the power from time to time and at any time to appoint any person as an additional Director and such Director shall hold office until the next following annual general meeting of the Company and shall be eligible for re-election at such meeting. The appointment of the Candidate as Director will be subject to fiduciary duty of the Board and his/her appointment will be made in compliance with the relevant requirements under the Listing Rules. The Board will not approve the appointment of the Candidate as a Director in case it is

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known that the Candidate is disqualified under applicable law to be Director. Information required under Rule 13.51(2) of the Listing Rules and Form B to Appendix 5 to the Listing Rules (i.e. Declaration and Undertaking with regard to Directors) for the Candidate will be taken into consideration by the Board in respect of his/her appointment as Director. Arrangement will also be made for, inter alia , induction to be received by the new Director in the manner as required under Provision A.6.1 of Appendix 14 to the Listing Rules; and

• (e) The Subscriber is only granted a right to nominate a Candidate for appointment as a Director for the Board’s consideration. The Board reserves the right to approve or reject the appointment of the Candidate according to the appointment procedures described in paragraph (d) above. The Board is not under any obligation to procure the appointment of the Candidate and the failure to appoint the Candidate by the Board does not constitute a breach on the part of the Company under the Subscription Agreement.

Completion of the Subscription Agreement (as amended and supplemented) is subject to the satisfaction of the conditions precedent therein. In addition, the Subscription Agreement (as amended and supplemented) may be terminated in certain circumstances.

WARNING: As the Subscription Agreement (as amended and supplemented) may or may not be completed, the Convertible Bonds or the Conversion Shares may or may not be issued or listed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

By order of the Board United Pacific Industries Limited David Howard Clarke Chairman

Hong Kong, 12 August 2014

At the date of this announcement, the Board comprises three Executive Directors, namely Mr. David Howard Clarke, Mr. Henry Woon-Hoe Lim, 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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