Richly Field China Development Limited — M&A Activity 2000

Apr 14, 2000

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

ANNOUNCEMENT

SUMMARY At the request of UPI, its shares were suspended from trading on the Stock Exchange with effect from 10:00 a.m. on 7 April 2000. The Board wishes to advise shareholders of UPI and the investing public that the Board has been approached by a group of potential investors which is interested in acquiring a significant equity interest in UPI. The Board also wishes to announce that negotiations are ongoing and should any letter of intent or other forms of agreement or understanding be entered into, a further announcement will be made as soon as practicable. In light of the fact that negotiations are still ongoing and no letter of intent or any other agreement has yet been entered into, dealings in the shares of UPI will continue to remain suspended pending the outcome of the discussions. Shareholders of UPI should note that the proposed transaction may or may not proceed.

The board of directors ("Board") of United Pacific Industries Limited ("UPI") noted the increase in the price and trading volume of the shares of UPI on 6 April 2000 and is not aware of any reasons for such increases save as disclosed below.

At the request of UPI, its shares were suspended from trading on the Stock Exchange with effect from 10:00 a.m. on 7 April 2000. The Board wishes to advise shareholders of UPI and the investing public that the Board has been approached by a group of potential investors which is interested in acquiring a significant equity interest in UPI. The Board is currently trying to gain a more precise understanding of this preliminary approach and its proposed terms and conditions.

The Board also wishes to announce that negotiations are ongoing and should any letter of intent or other forms of agreement or understanding be entered into, a further announcement will be made as soon as practicable. The aforesaid group of investors has proposed certain conditions and in particular, conditions with respect to matters under the Hong Kong Code on Takeovers and Mergers. Both the Board and the group of potential investors are of the view that following publication of this announcement, confirmation on such matters should be sought in the first instance before advancing the discussions any further. Shareholders of UPI should note that the proposed transaction may or may not proceed.

In light of the fact that negotiations are still ongoing and no letter of intent or agreement has been entered into, dealings in the shares of UPI will continue to remain suspended pending the outcome of the discussions. Save and except the aforesaid, there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under paragraph 3 of the Listing Agreement with the Stock Exchange, neither is the Board aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature.

By order of the board of
UNITED PACIFIC INDUSTRIES LIMITED
HO Che Kong
Chairman

Hong Kong SAR, 13 April 2000

The directors of UPI jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.