Richly Field China Development Limited — Director's Dealing 2009

Nov 2, 2009

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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(Stock Code: 00176)

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

ANNOUNCEMENT

CHANGES IN SHAREHOLDING — DISPOSAL OF SHARES BY DIRECTOR

This announcement is made pursuant to Rule 13.09 of the Listing Rules.

The Board was notified after close of trading on 2 November 2009 by Mr. David H Clarke, an executive director and Vice-Chairman of the Company, and one of the Company’s substantial shareholders, that, through GSB Holdings, Inc., his investment vehicle, he has entered into an agreement dated the same day to dispose of 150,000,000 Shares (representing approximately 15.24% of the issued Shares) at a price of HK$0.35 per Share, to Mr. Chim Pui Chung. The Agreement is subject to certain conditions precedent which, if not satisfied by 30 November 2009, may result in termination of the Agreement. The transaction is, however, expected to close no later than 30 November 2009.

The price of HK$0.35 represents a premium of approximately 81.3% to the last closing price of HK$0.193, and a premium of approximately 75.9% to the average closing price of HK$0.199 over the last 5 trading days immediately preceding the date of the Agreement.

To the best of the knowledge, information and belief of the Board, Mr. Chim currently holds approximately 40,000,000 Shares, representing approximately 4.07% of the issued Shares. If the Disposal is completed, Mr. Chim will increase his stake in the Company to approximately 19.31%. Mr. Clarke intends to retain 8,313,200 Shares, representing approximately 0.84% of the issued Shares, and has no current intention of dispose of any further Shares.

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Mr. Beazer, the Chairman and single largest individual shareholder of the Company has advised the Board that, as a long-term investor in the Company, he has no current intention to dispose of his Shares, and he welcomes the transaction as a validation of the underlying value of the Company.

This announcement is made pursuant to Rule 13.09 of the Listing Rules.

The Board was notified after close of trading on 2 November 2009 by Mr. Clarke, an executive director and Vice-Chairman of the Company, and one of the Company’s substantial shareholders, that, through GSBH, his investment vehicle, he has entered into an agreement dated the same day to dispose of 150,000,000 Shares (representing approximately 15.24% of the issued Shares of the Company) at a price of HK$0.35 per Share, to Mr. Chim Pui Chung. The Agreement is subject to certain conditions precedent which, if not satisfied by 30 November 2009, may result in termination of the Agreement. The transaction is, however, expected to close no later than 30 November 2009.

The Sale Shares are held directly by GSBH, an investment-holding company wholly-owned by Great South Beach Improvement Co., in which Mr. Clarke has a controlling interest of approximately 61.4%.

The price of HK$0.35 represents a premium of approximately 81.3% to the last closing price of HK$0.193, and a premium of approximately 75.9% to the average closing price of HK$0.199 over the last 5 trading days immediately preceding the date of the Agreement.

To the best of the knowledge, information and belief of the Board, Mr. Chim currently holds approximately 40,000,000 Shares, representing approximately 4.07% of the issued Shares, but Mr. Chim is independent of, and not connected with, the Company, the connected persons (as defined in the Listing Rules) of the Company and their respective associates (as defined in the Listing Rules).

If the Disposal is completed, Mr. Chim will increase his shareholding to approximately 19.31%. Mr. Clarke and his associates will retain 8,313,200 Shares, representing 0.84% of the issued Shares, and have no current intention to dispose of these Shares. Mr. Clarke will also retain his options to subscribe for an aggregate of 1,906,111 Shares at exercise prices ranging between HK$0.193 — HK$0.198 per Share.

To the best of the knowledge and belief of the Board, no change to the composition of the Board is contemplated as a result of the Disposal. Mr. Clarke will remain an executive director and Vice-Chairman of the Company.

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Mr. Beazer, the Chairman and single largest individual shareholder of the Company, has advised the Board that, as a long-term investor in the Company, he has no current intention to dispose of his Shares. Mr. Beazer states that he welcomes the transaction as a validation of the underlying value of the Company.

In view of the fact that the Disposal has not been completed, and the possible risk that it may not complete, shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares. The Company will make a further announcement as and when appropriate with regard to further progress of the Disposal.

Assuming that 150,000,000 Shares are transferred to Mr. Chim and there is no other change in the shareholding structure of the Company from the date hereof up to and including completion of the Disposal, to the best of the knowledge of the Board, the shareholding structure of the Company immediately before and after the Disposal is as follows: —

Brian C Beazer(i) David H Clarke(ii) Chim Pui Chung Investor AB(iii) SKP Capital Ltd(iv) All others(v) TOTAL	Shareholdings in the Company before the Disposal Shares Percent 200,939,385 20.42% 158,313,200 16.09% 40,000,000 4.07% 89,803,200 9.13% 62,112,260 6.31% 432,831,955 43.99% 984,000,000 100.00%	Shareholdings in the Company after the Disposal Shares Percent 200,939,385 20.42% 8,313,200 0.84% 190,000,000 19.31% 89,803,200 9.13% 62,112,260 6.31% 432,831,955 43.99% 984,000,000 100.00%	Shareholdings in the Company after the Disposal Shares Percent 200,939,385 20.42% 8,313,200 0.84% 190,000,000 19.31% 89,803,200 9.13% 62,112,260 6.31% 432,831,955 43.99% 984,000,000 100.00%
			100.00%

Notes:

• (i) The shares are held principally through B C Beazer Asia Pte Ltd, in which Mr. Beazer has a 50% equity interest.

• (ii) The shares are held directly by GSB Holdings, Inc., a wholly-owned subsidiary of Great South Beach Improvement Co., in which Mr. Clarke has a 61.4% equity interest.

• (iii) The shares are held indirectly by Investor AB through its beneficial interest in the entire issued share capital of Investor (Guernsey) II Ltd.

• (iv) The shares are held by SKP Capital Ltd., an investment fund.

• (v) The individual shareholdings of all other shareholders are less than 5% each.

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DEFINITIONS

In this announcement, the following expressions shall have the following meanings, unless the context requires otherwise:

• “Agreement” the agreement dated 2 November 2009 between GSBH and Mr. Chim in relation to the Disposal

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

• “Company” or “UPI” United Pacific Industries Limited, a company incorporated in Bermuda with limited liability, and listed on The Stock Exchange of Hong Kong Limited (Stock Code: 176)

• “Directors” the Directors of the Company for the time being “Disposal” the proposed sale of 150,000,000 Shares by GSBH to Mr. Chim, as described herein

• “GSBH” GSB Holdings, Inc., a company incorporated in the State of Delaware, USA

• “Mr. Beazer” Mr. Brian C Beazer, the executive Chairman of the Company

• “Mr. Chim” Mr. Chim Pui Chung, an existing shareholder of the Company

• “Mr. Clarke” Mr. David H Clarke, an executive Director and a Vice-Chairman of the Company

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited

• “Shares” ordinary shares of HK$0.10 each in the share capital of the Company

• “HK$” or “HKD” Hong Kong dollar, being the lawful currency of Hong Kong Special Administrative Region, PRC

By Order of the Board UNITED PACIFIC INDUSTRIES LIMITED BRIAN C BEAZER

Executive Chairman

Hong Kong, 2 November 2009

As at the date hereof, the executive directors of the Company are: Mr. Brian C Beazer, Mr. David H Clarke, Mr. Simon N Hsu and Mr. Patrick J Dyson; the non-executive director is: Mr. Teo Ek Tor; and the independent non-executive directors are Dr Wong Ho Ching, Chris, Mr. Henry W Lim, Mr. Ramon Sy Pascual, and Mr. Robert Machinist.

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