Richly Field China Development Limited — M&A Activity 2016

Dec 16, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

SUPER FAME HOLDINGS LIMITED

(incorporated in the British Virgin Islands with limited liability)

==> picture [34 x 34] intentionally omitted <==

==> picture [101 x 59] intentionally omitted <==

(Stock Code: 176)

Websites: www.upi.com.hk www.irasia.com/listco/hk/upi

JOINT ANNOUNCEMENT DELAY IN DESPATCH OF COMPOSITE DOCUMENT IN RELATION TO VOLUNTARY CONDITIONAL CASH OFFER BY VMS SECURITIES LIMITED FOR AND ON BEHALF OF SUPER FAME HOLDINGS LIMITED TO ACQUIRE ALL THE ISSUED SHARES OF UNITED PACIFIC INDUSTRIES LIMITED

Joint financial advisers to the Offeror

==> picture [18 x 14] intentionally omitted <==

==> picture [12 x 5] intentionally omitted <==

VMS Securities Limited

==> picture [98 x 41] intentionally omitted <==

Financial adviser to the Company

==> picture [12 x 12] intentionally omitted <==

==> picture [13 x 12] intentionally omitted <==

==> picture [12 x 12] intentionally omitted <==

==> picture [45 x 35] intentionally omitted <==

Reference is made to the announcement jointly issued by the Company and Super Fame Holdings Limited (the “ Offeror ”) dated 25 November 2016 in respect of, amongst others, the voluntary conditional cash offer by VMS Securities Limited for and on behalf of the Offeror to acquire all the issued shares of the Company (the “ Joint Announcement ”). Capitalised terms used in this joint announcement shall have the same meanings as those defined in the Joint Announcement, unless the context requires otherwise.

−1 −

Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document (accompanied by the form of acceptance and transfer of the Shares in respect of the Offer (the “ Form of Acceptance “)) is required to be despatched to the Shareholders within 21 days from the date of the Joint Announcement, i.e. on or before 16 December 2016, unless consent is granted by the Executive to extend the deadline for the despatch of the Composite Document.

As additional time is required for finalising certain information of the Composite Document (including, but not limited to, finalisation of certain information of the letter from the independent financial adviser of the Company), an application has been made to the Executive pursuant to Rule 8.2 of the Takeovers Code for its consent to extend the deadline for the despatch of the Composite Document to a date falling on or before 23 December 2016. The Executive has indicated that it is minded to grant such consent.

Further announcement will be jointly made by the Company and the Offeror when the Composite Document (accompanied by the Form of Acceptance) is despatched.

WARNING: Shareholders and/or potential investors of the Company should note that the Offer is subject to the satisfaction or waiver (where applicable) of the Conditions. Accordingly, the Offer may or may not become unconditional. Shareholders and/or potential investors of the Company should therefore exercise caution when dealing in the securities of the Company. Persons who are in doubt as to the action they should take should consult their licensed securities dealers or registered institutions in securities, bank managers, solicitors, professional accountants or other professional advisers.

By order of the Board	By order of the Board
Super Fame Holdings Limited	United Pacific Industries Limited
Lee Chi Shing, Caesar	Kelly Lee
Director	Executive Director

Hong Kong, 16 December 2016

As at the date of this joint announcement, the Board comprises one executive Director, namely Ms. Kelly Lee; two non-executive Directors, namely Dato’ Choo Chuo Siong and Mr. Sun Jih-Hui; and three independent non-executive Directors, namely Dr. Wong Ho Ching, Mr. Lan Yen-Po and Ms. Hu Gin Ing.

The Directors jointly and severally accept full responsibility for the accuracy of the information (other than opinions expressed by the Offeror and parties acting in concert with it) contained in this joint announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed (other than that relating to the Offeror and parties acting in concert with it) in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

−2 −

As at the date of this joint announcement, Ms. Yeung So Lai and Mr. Lee Chi Shing, Caesar are the directors of the Offeror.

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group), and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the Group) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.

The English text of this joint announcement shall prevail over its Chinese text.

−3 −