Richly Field China Development Limited — M&A Activity 2007

Oct 22, 2007

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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(www.irasia.com/listco/hk/upi)

ANNOUNCEMENT OF MERGER WITH SPEAR & JACKSON, INC.

Financial Adviser to United Pacific Industries Limited on Hong Kong Listing Rules requirements

The Board is pleased to announce the filing of Articles of Merger with the Nevada Secretary of State on 18 October 2007, which successfully concludes the merger of Spear & Jackson, Inc. with and into Pantene Global Acquisition Corp, a wholly-owned subsidiary of the Company. Details of the transaction were disclosed in the Company’s announcement dated 5 July 2007 regarding a proposed major acquisition of the minority interests in Spear & Jackson by cash merger of S&J with PGAC.

With this Merger, the Company consolidates 100%-ownership of the S&J group of companies through PGAC which acquired all S&J’s assets and liabilities. Spear and Jackson ceased to exist after the Merger.

The Company will dispatch a circular to Shareholders by 15 November 2007.

Introduction

The Board refers to the announcement issued by the Company dated 5 July 2007 regarding the execution of the Agreement in relation to a proposed major acquisition of all Minority Shares by merger of Spear & Jackson with and into PGAC, with PGAC surviving the Merger. The merger consideration is US$1.96 (approximately HK$15.30) in cash for each Minority Share, amounting to an aggregate of approximately US$4.3 million (approximately HK$33.5 million) for all Minority Shares.

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The Merger was subject to satisfaction of certain conditions precedent, including payment of the full amount of the Merger Consideration to a paying agent to hold for the benefit of Minority Shareholders before the Merger, and obtaining the approval of UPI Shareholders and S&J Shareholders respectively.

On 25 September 2007, the full Merger Consideration was transferred to Bank of New York as paying agent.

On 28 September 2007, pursuant to Rule 14.44 of the Listing Rules and with the consent of the Stock Exchange, in lieu of a general meeting to seek shareholders’ approval, the Company obtained written approval for the Agreement and the transactions contemplated therein from the following UPI Shareholders who hold in aggregate approximately 60.9% of UPI Shares, namely, B C Beazer Asia Pte Ltd (approximately 24.5%), GSB Holdings, Inc. (approximately 22.9%), and Investor (Guernsey) II Ltd. (approximately 13.4%).

As the Merger also required the affirmative votes of a majority of S&J Shares, in September 2007, the Company gave an irrevocable undertaking to the Board of Spear & Jackson to vote the Company’s entire controlling block of 61.8% in S&J in favour of the Merger. Thereafter, Spear & Jackson proceeded to convene a special general meeting on 18 October 2007, at which S&J Shareholders formally approved the Merger.

Articles of Merger

Pursuant to the Agreement, as all conditions precedent had been satisfied on 18 October 2007, the Merger process was successfully concluded later the same day with the filing of Articles of Merger with the office of the Nevada Secretary of State. S&J ceased to exist as a separate entity after the Merger, while PGAC acquired all assets and liabilities of S&J, including ownership of all subsidiaries of S&J. The Company thus effectively acquired 100%-ownership of the S&J group of companies, which will continue to conduct their operations in the ordinary course of business.

It is the intention of the Company, under HKFRS 3, to consolidate this transaction as at 30 September 2007, subject to the agreement of the Company’s auditors.

Notice of Dissent

Notice of dissent was received from a single S&J Shareholder before the deadline for dissenters ended on 18 October 2007. The Company will seek details of the claim from the sole dissenter and address the claim in accordance with the requirements under Nevada law.

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Terms used in this Announcement

In this announcement, unless otherwise defined, the following terms shall have the following meanings:

• “Agreement” the agreement and plan of merger dated 22 June 2007 between the Company, PGHL and PGAC of the first part, and S&J of the second part, in relation to the Merger;

• “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

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

• “Merger” Statutory merger under Nevada law of S&J with and into PGAC, pursuant to the Agreement

• “Minority S&J Shareholders holding Minority Shares Shareholders”

• “Minority Shares” the outstanding 2,192,280 S&J Shares, representing approximately 38.2% of S&J Shares, which are not held directly or indirectly by the Company

• “PGAC” Pantene Global Acquisition Corp., a company incorporated in Nevada with limited liability, and a wholly-owned subsidiary of the Company

• “S&J” or “Spear & Spear & Jackson, Inc., a company incorporated in Jackson” Nevada

• “S&J Shareholders” the shareholders of S&J

• “S&J Shares” common stock of S&J of US$0.001 par value per share “Stock Exchange” The Stock Exchange of Hong Kong Limited “UPI Shareholders” the shareholders of the Company

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“UPI 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 “US$” or “USD” United States dollar, being the lawful currency of the United States of America

The Directors of the Company

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 Director is: Mr Teo Ek Tor; and the Independent Non-Executive Directors are: Dr Chris Ho Ching Wong, Mr Henry W Lim and Mr Ramon Sy Pascual.

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

22 October 2007, Hong Kong

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