Richly Field China Development Limited — M&A Activity 2006

Jul 11, 2006

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.

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

ANNOUNCEMENT of SUBSEQUENT AMENDMENT TO THE AGREEMENT and FURTHER DELAY IN DESPATCH OF CIRCULAR in relation to

PROPOSED VERY SUBSTANTIAL ACQUISITION OF A CONTROLLING INTEREST IN SPEAR & JACKSON, INC. and

UNUSUAL SHARE PRICE MOVEMENT Adviser to United Pacific Industries Limited on Hong Kong Listing Rules requirements

CENTURION CORPORATE FINANCE LIMITED

The Company and Jacuzzi have signed, after close of business on 10 July 2006, an agreement which amends the Stock Purchase Agreement to waive the condition for a pension clearance from the UK Pensions Regulator, and in this connection, the Company has agreed to indemnify Jacuzzi and its subsidiaries against certain potential pension liabilities and has also covenanted, among other things, not to engage in any action or inaction within 12 months from the Closing Date that would cause the Pensions Regulator to issue a contribution notice against Jacuzzi and its subsidiaries.

As the Company required additional time to finalise and execute such amending agreement, the Company has applied to the Stock Exchange for a waiver from strict compliance with Rule 14.38 of the Listing Rules by further extending the deadline for despatch of the Circular from 11 July 2006 to not later than 13 July 2006.

Reference is made to the announcement issued by the Company dated 27 March 2006 (the “Announcement”) in respect of the proposed very substantial acquisition by the Company of a controlling interest in Spear & Jackson, Inc., and the further announcement by the Company dated 13 April 2006 regarding the Company’s application to the Stock Exchange to extend the deadline for despatch of the circular to not later than 11 July 2006. Capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement, unless the context requires otherwise.

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Amendment No. 2 to the Agreement

The Company and Jacuzzi have signed, after close of business on 10 July 2006, an agreement which amends the Stock Purchase Agreement (“Amendment No. 2”). As disclosed in the Announcement, as one of the conditions precedent to Closing, both the Company and Jacuzzi intended to seek clearance from the UK Pensions Regulator from any obligation by Jacuzzi, UPI, S&J or their respective associates to make a contribution or provide financial support in respect of the Pension Plan other than on terms acceptable to such person. In response to the clearance application by the Company and Jacuzzi, the Pensions Regulator has issued a comfort letter dated 5 July 2006 (“comfort letter”) which states that he is of the view, based on the information supplied to him in connection with the clearance application, that the change of control as a result of the Acquisition is not detrimental to the Pension Plan, and he believes a clearance is not necessary for the transaction. The Trustees of the Pension Plan have confirmed in writing that they accept the decision of the Pensions Regulator. In the circumstances, the parties agreed to amend the Stock Purchase Agreement by Amendment No. 2 to waive the condition for pension clearance and to accept the comfort letter in satisfaction of such condition.

By Amendment No. 2, the Company also agreed to indemnify Jacuzzi and its subsidiaries, JBI Holdings Limited and USI American Holdings, Inc. (“Jacuzzi Parties”), should the Pensions Regulator, regardless of the comfort letter, issue or purport to issue a contribution notice to any of the Jacuzzi Parties in relation to any UK pension plan of the S&J Group unless Jacuzzi breached its obligation, in connection with the clearance application, to provide information to the Pensions Regulator which is true, complete and accurate in all material respects. The indemnity is effective from the Closing for an indefinite period or until the latest date permitted by law.

Additionally, by Amendment No. 2, the Company agreed that, for a period of 12 months from the Closing Date, it will not (and it will use its best efforts to procure that the S&J Group will not) (i) take, or omit to take, any action, that causes the Pensions Regulator to issue or purport to issue a contribution notice against the Jacuzzi Parties in relation to any UK pension plan of the S&J Group, or (ii) engage in any action or inaction that constitutes an event which requires clearance by the Pensions Regulator unless it is confirmed that none of the Jacuzzi Parties shall be linked to a financial support direction or contribution notice in respect of such event.

Taking into account current economic circumstances which present expanded trading and other business opportunities for the S&J Group and synergistic potentials with the UPI Group; the Company’s view that, based on publicly available information of S&J presented in its Forms 10-K in respect of the 3 years ended 30 September 2005, and in Form 10-Q in respect of the period ended 31 March 2006, there is no reason to believe that the S&J Group will not be able to meet its funding obligations to the Pension Plan; the assessment by the Pensions Regulator that the change in control is not detrimental to the Pension Plan and clearance is not required for the transaction; and the confirmation by the Trustees that they accept the decision of the Pensions Regulator, the Company is of the opinion that there is minimal risk associated with the indemnity.

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Further delay in despatch of the Circular

Pursuant to Rule 14.38 of the Listing Rules, the Company is required to despatch the circular in relation to the Acquisition (the “Circular”) to its shareholders within 21 days after publication of the Announcement, which is on or before 17 April 2006. For reasons set out in the announcement dated 13 April 2006, the deadline for the despatch of the Circular was extended to 11 July 2006. As additional time was required to finalise Amendment No. 2 described above, the Company has applied to the Stock Exchange for a waiver from strict compliance with Rule 14.38 of the Listing Rules by further extending the deadline for despatch of the Circular from 11 July 2006 to not later than 13 July 2006.

Unusual Share price movement

The Company has noted the increase in the price of the Shares today and wishes to state that the Company is not aware of any reasons for such increase.

The Company confirms that save as previously announced on 27 March 2006 and mentioned herein, there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under Rule 13.23 of the Listing Rules, neither is the Company aware of any other matter discloseable under the general obligation imposed by Rule 13.09 of the Listing Rules which is or may be of a price-sensitive nature.

By order of the Board United Pacific Industries Limited Brian C Beazer Executive Chairman

Hong Kong, 10 July 2006

At the date of this announcement, the Executive Directors of the Company are: Mr Brian C Beazer, Mr David H Clarke and Mr Simon N Hsu; the Non-Executive Directors are: Mr Ng Ching Wo and Mr Teo Ek Tor; and the Independent Non-Executive Directors are: Dr Wong Ho Ching, Chris, Mr Henry W Lim and Mr Ramon Sy Pascual.

Please also refer to the published version of this announcement in The Standard.

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