Richly Field China Development Limited — M&A Activity 2000

Mar 6, 2000

Listed Company Information

UNITED PACIFIC<0176> - Announcement 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. United Pacific Industries Limited (incorporated in Bermuda with limited liability) (the `Company') Major Transaction The disposal of a controlling interest in Hong Kong Toy Centre International Limited (`HK Toy') SUMMARY Reference is made to the joint announcement made by the respective boards of directors of the Company, HK Toy and Open Mission Assets Limited dated 10 February 2000, a circular dated 3 March 2000 has been despatched to shareholders of the Company on 3 March 2000. The following are extracts from the said circular in respect of details on the pro forma financial effects of the disposal of a controlling interest in HK Toy. In addition, the board of directors of the Company (`Board') wishes to announce that (i) it has the intention to explore the possibility of a capital reduction exercise, with a view to possibly declaring a special dividend; and (ii) certain changes relating to the composition of the Board and the position of Company Secretary. Introduction The disposal of 250 million shares in the capital of HK Toy at HK$0.15 per share (`Share Disposal') and all the shareholder's loans owned by HK Toy and its subsidiaries to the Company (amounted to HK$17 million) to Open Mission Assets Limited was completed on 31 January 2000 (`Completion'). On the basis that the Share Disposal were to take place on 31 December 1999, the following pro forma financial effects on the Company and its subsidiaries (`Group') are disclosed in the circular to the Company's shareholders (`Circular') despatched on 3 March 2000. SUMMARY OF THE PRO FORMA FINANCIAL EFFECTS ON the PROFIT & LOSS ACCOUNTS of the Group The pro forma unaudited consolidated financial information extracted from the unaudited consolidated profit and loss accounts of the Group (including the HK Toy group) for the nine-month period ended 31 December 1999 are as follows:- HK$'000 Unaudited consolidated net 21,823 profit of the Group (including the HK Toy group) attributable to the shareholders of the Company Estimated one-off loss on (91,103) disposal of the HK Toy group and provision for permanent diminution in value of the remaining unsold shares of HK Toy (based on the unaudited management accounts of the Group for the nine-month period ended 31 December 1999) Pro forma unaudited adjusted (69,280) consolidated net loss of the Group attributable to the shareholders of the Company PRO FORMA STATEMENT OF unaudited ADJUSTED CONSOLIDATED net ASSETS OF THE GROUP The following pro forma statement of unaudited adjusted consolidated net assets of the Group is based on the audited consolidated balance sheet of the Group as at 31 March 1999 and adjusted as follows:- HK$'000 Audited consolidated net 378,036 assets of the Group as per the audited balance sheet as at 31 March 1999 Add: Unaudited consolidated 21,823 net profit of the Group (including the HK Toy group) for the nine-month period ended 31 December 1999 Unaudited adjusted 399,859 consolidated net assets of the Group as at 31 December 1999 Less: Estimated one-off loss (91,103) on disposal of the HK Toy group and provision for permanent diminution in value of the remaining unsold shares of HK Toy (based on the unaudited consolidated management accounts of the Group for the nine-month period ended 31 December 1999) Add: Goodwill realised upon 3,655 disposal of the HK Toy group Pro forma unaudited adjusted 312,411 consolidated net assets of the Group after the Completion Pro forma unaudited adjusted consolidated net assets per share (based on 558,058,400 issued shares of the Company as at 29 February 2000): Before the Completion HK$0.72 After the Completion HK$0.56 Possible capital reduction exercise As referred to in the Circular, the Board may consider distributing part of the proceeds from the Share Disposal and the aforesaid shareholder's loans in the form of a special dividend. The Board is pleased to advise that it has the intention to explore the possibility of a capital reduction exercise with a view to possibly declaring such a special cash dividend in the near future, subject to all legal and regulatory requirements. A detailed announcement will be made by the Board should the subject matter be in a more advanced stage. RESIGNATION AND APPOINTMENT OF DIRECTOR AND COMPANY SECRETARY The Board would like to announce that, with immediate effect, Mr. John G. RAOS will resign as a director of the Company and will be replaced on the Board by Mr. Robert STIFT. The Board extends its thanks to Mr. Raos for all his invaluable contributions to the Company and offers to Mr. Stift its heartiest congratulations on his appointment. The Board would also like to announce that it has, on 3 March 2000, simultaneously ratified its acceptance of the resignation of Mr. CHU Kim Ho and the appointment of Mr. OEI Liang Chung, Lawrence Reginald, as Company Secretary with effect from 1 February 2000. By order of the board of UNITED PACIFIC INDUSTRIES LIMITED HO Che Kong Chairman Hong Kong SAR, 3 March 2000