Richly Field China Development Limited — M&A Activity 2009

Nov 23, 2009

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

==> picture [43 x 43] intentionally omitted <==

==> picture [174 x 77] intentionally omitted <==

(Stock Code: 00176)

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

VOLUNTARY ANNOUNCEMENT LETTER OF INTENT FOR A PROPOSED ACQUISITION

This is a voluntary announcement of the Company.

The Board is pleased to announce that after the close of trading on Monday 23 November 2009, Bowers Group plc, a wholly-owned subsidiary of the Company, signed a non-binding letter of intent to acquire 100% of Quality Measurement Ltd., except that certain confidentiality obligations of the parties therein and the obligations of Mr Jackson and QML not to solicit for other offers are legally binding on the parties. Should this Proposed Acquisition constitute a notifiable transaction, the Company will issue a further announcement upon the execution of any legally-binding definitive agreement.

As the Proposed Acquisition may or may not proceed, shareholders and investors of the Company are advised to exercise caution when dealing in the shares in the Company.

The Board is pleased to announce that after the close of trading on Monday 23 November 2009, Bowers Group plc, a wholly-owned subsidiary of the Company, signed a non-binding letter of intent to acquire, directly or through its nominee, 100% of Quality Measurement Ltd. from its sole shareholder, Mr Geoffrey Jackson. The letter of intent has no legally binding effect on the parties except for certain confidentiality obligations therein and the obligation of Mr Jackson and QML not to solicit for other offers. The Proposed Acquisition is subject to due diligence by the Company and the execution of a legally-binding and definitive contract which will set out the full terms and conditions of the Proposed Acquisition.

— 1 —

QML is principally engaged in the development, production and sale of optical measurement instruments, which complements the metrology/measurement business of the Bowers Group. Mr Geoffrey Jackson is the managing director and sole shareholder of QML. To the best of the Directors’ knowledge, information, and belief having made reasonable enquiries, QML and Mr Jackson are third parties independent of and are not connected with the Company and its connected persons (as defined in the Listing Rules).

The Proposed Acquisition may or may not proceed and is subject to due diligence and a formal sale and purchase agreement between the parties. Should this Proposed Acquisition constitute a notifiable transaction, the Company will issue a further announcement upon the execution of any legally binding agreement.

As the Proposed Acquisition may or may not proceed, shareholders and investors of the Company are advised to exercise caution when dealing in shares in the Company.

DEFINITIONS

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

“Board”	the board of Directors of the Company for the time
	being
“Bowers Group”	Bowers Group, plc, a company incorporated in the
	United Kingdom and a wholly-owned subsidiary of the
	Company, together with its subsidiaries, affiliates and
	associates
“Company”	United Pacific Industries Limited, a company
	incorporated in Bermuda with limited liability and the
	shares of which are listed on the Main Board of the
	Stock Exchange (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
“Mr Jackson”	Mr Geoffrey Jackson, the sole shareholder and
	managing director of QML
“Proposed Acquisition”	the proposed acquisition of the entire issued share
	capital of QML by Bowers Group or its nominee

— 2 —

“QML”

Quality Measurement Limited, a company incorporated in the United Kingdom with limited liability

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

By Order of the Board UNITED PACIFIC INDUSTRIES LIMITED BRIAN C BEAZER Executive Chairman

Hong Kong, 23 November 2009

As at the date hereof, the executive directors of the Company are: Mr. Brian C Beazer, Mr. David H Clarke, Mr. Simon N Hsu and Mr. Patrick J Dyson; the non-executive director is: Mr. Teo Ek Tor; and the independent non-executive directors are Dr. Wong Ho Ching, Chris, Mr. Henry W Lim, Mr. Ramon Sy Pascual, and Mr. Robert Machinist.

— 3 —