Richly Field China Development Limited — Governance Information 2012

Mar 30, 2012

UNITED PACIFIC INDUSTRIES LIMITED

(Incorporated in Bermuda with limited liability)

TERMS OF REFERENCE OF NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

FUNCTIONS AND OBJECTIVES

The purposes of the Committee are:

• A. To oversee the composition of the Board to ensure that qualified and competent individuals serve as members of the Board and its committees; and

• B. To develop, recommend to the Board and oversee the implementation of corporate governance principles and policies relating to the operation of the Board and its committees and the Company as a whole.

COMPOSITION

1. All members of the Committee shall be appointed by the Board and can be removed by the Board at its sole discretion. The Committee shall comprise not less than three (3) directors, the majority of whom shall be independent non-executive directors.

2. The chairman of the Committee (the "Chairman") shall be appointed by the Board and must be an independent non-executive director.

DUTIES

The duties of the Committee shall include:

• A. As to nomination function

• To review the structure, size and composition of the Board (including the skills, knowledge and experience) at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;

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1. To identify and nominate suitable individuals qualified to become Board members for appointment as additional Director or to fill Board vacancies as and when they arises;

2. To assess the independence of independent non-executive directors;

3. To make recommendations to the Board on the appointment or re-appointment of directors and succession planning for directors, in particular the chairman and the chief executive of the Company;

4. To review regularly the time and contribution required from a Director to perform his/her responsibilities and whether he/she is spending sufficient time in performing them;

5. B. As to corporate governance function:

6. To develop and review the Company’s policies and practices on corporate governance and make recommendations to the Board;

7. To review and monitor the training, orientation and continuous professional development of directors and senior management;

8. To review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements;

9. To develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and directors;

10. To review the Company’s compliance with the code and disclosure in the Corporate Governance Report;

11. To evaluate each year the performance of the Board, other committees of the Board and each of the directors of the Company;

12. To oversee and evaluate compliance by the Board and management of the Company with the Company's corporate governance principles and policies;

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• C. General

• To perform any other activities required by applicable law, rules or regulations, including the listing rules of The Stock Exchange of Hong Kong Limited, and perform such other activities that are consistent with these Terms of Reference, the Company's Bye-laws and governing laws, as the Committee or the Board deems necessary or appropriate; and

• To review and approve a statement describing its role and functions for inclusion in the Corporate Governance Report of the Company pursuant to the Listing Rules of The Stock Exchange of Hong Kong Limited; and

• To make a report to the Board at least once annually.

AUTHORITY

1. The Committee should report back to the Board on their decisions and recommendations unless there are legal or regulatory restrictions on their ability to do so.

2. The Committee shall be provided with sufficient resources to perform its duties.

3. The Committee is authorised to obtain independent professional advice if necessary. In the event any such independent professional advice is sought by the Committee, the Committee shall have the authority to approve related fees and engagement terms.

COMMITTEE MEETINGS

1. Frequency

The Committee shall meet at least twice per year. Additional meetings may be held if the Committee shall so require.

1. Proceedings

The meetings and proceedings of the Committee are governed by the provisions of the Bye-laws of the Company for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by the regulations imposed by the

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Board.

3. Quorum

The quorum of the Committee meeting shall be two (2) members.

4. Resolutions

In the absence of the Chairman, members present may elect any member to chair a Committee meeting. All decisions of the Committee shall be finally decided by a simple majority of votes. A resolution in writing signed by all the members of the Committee shall be as valid and effectual as if it has been passed at a meeting of the Committee duly convened and held.

5. Minutes

The minutes of each Committee meeting (the “Minutes”) shall be taken and recorded in written form and in sufficient detail the matters considered and decisions reached, including any concerns raised by any member or dissenting views expressed. Drafts and final versions of minutes should be sent to all members for review, comment, approval and record within a reasonable time after each meeting. The Minutes shall be signed by the Chairman, and any such duly signed Minutes shall be conclusive evidence of events that transpired at the meeting. A copy of the Minutes duly signed shall be sent to the Company Secretary for permanent filing.

PUBLICATION OF THESE TERMS OF REFERENCE

These Terms of Reference in English and Chinese will be published on the respective websites of the Company and Hong Kong Exchanges and Clearing Limited.

30 March 2012

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