Richly Field China Development Limited — M&A Activity 2007

May 14, 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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website: http://www.irasia.com/listco/hk/upi

ANNOUNCEMENT IN RELATION TO PROPOSED ACQUISITION OF REMAINING INTEREST IN SPEAR & JACKSON, INC.

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

CENTURION CORPORATE FINANCE LIMITED

This announcement is made pursuant to Rule 13.09 of the Listing Rules.

The Board announces that the Company has made a formal approach on 14 May 2007 to the Board of Spear & Jackson, Inc. (“S&J”) to discuss the terms of a possible acquisition of the remaining 38.2% of outstanding shares in S&J not already owned by the Company at a price of US$1.483 (approximately HK$11.59) per share, to be effected by a cash merger of S&J with a subsidiary of the Company.

This announcement is made pursuant to Rule 13.09 of the Listing Rules.

The Board announces that on 14 May 2007, the Company made a formal offer to the Board of S&J to acquire the remaining approximately 38.2% of outstanding shares of common stock of S&J of US$0.001 par value per share (“S&J Shares”) not already owned by the Company for an aggregate cash consideration of US$3,251,151 (approximately HK$25,406,772), representing a price of US$1.483 (approximately HK$11.59 per share (“Acquisition”). The Company believes that the Acquisition will constitute a major transaction of the Company pursuant to the listing rules. The Acquisition is structured as a statutory merger of S&J with a subsidiary of the Company which will emerge as the survivor corporation while S&J will cease to exist after the merger. The Acquisition is subject to certain conditions, including approval by the Company’s shareholders, adoption of the merger by the shareholders of S&J, and regulatory approvals in all relevant jurisdictions where necessary.

Reference is made to the Company’s very substantial acquisition (“VSA”) of a controlling stake of 61.8% in S&J on 28 July 2006 at US$1.40 per share. Further details of the VSA can be found in the Company’s announcement dated 27 March 2006 and two VSA circulars dated 13 July 2006 and 30 September 2006 respectively. Following the VSA, this Acquisition, if successful, will consolidate the Company’s control of S&J. By rationalizing the Group structure, the Company thereby expects to facilitate a coordinated business development of the enlarged UPI Group as a whole.

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Negotiations with the S&J Board to finalise the terms of the Acquisition are proceeding and are conducted entirely on an arm’s-length basis. If these negotiations lead to an agreement being signed, the Company will make a further announcement in accordance with the Listing Rules.

Shareholders of the Company and the investing public should note that the Acquisition is subject to a number of conditions and it may or may not materialise. Investors are urged to exercise caution in dealing in the shares of the Company.

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 Lim Woon Hoe and Mr Ramon Sy Pascual.

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

14 May 2007, Hong Kong

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

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