Richly Field China Development Limited - M&A Activity 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)

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

(1) 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; AND

(2) RESUMPTION OF TRADING

Joint financial advisers to the Offeror

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Financial adviser to the Company

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INTRODUCTION

The Offeror and the Company jointly announce that VMS Securities will, for and on behalf of the Offeror, make a voluntary conditional cash offer to acquire all of the Shares in the entire issued share capital of the Company.

THE OFFER

VMS Securities will make the Offer for and on behalf of the Offeror in compliance with the Takeovers Code on the following basis:

For each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$0.493 in cash

The Shares to be acquired under the Offer shall be fully paid and shall be acquired free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights attaching to them as at the Closing Date or subsequently becoming attached to them, including the right to receive in full all dividends and other distributions, if any, the record date of which is on or after the Closing Date. Any dividends or other distributions the record date of which is before the Closing Date will be paid by the Company to the Shareholders who are qualified for such dividends or distributions.

The Offer Price of HK$0.493 per Offer Share represents a premium of approximately 8.35% over the closing price of HK$0.455 per Share as quoted on the Stock Exchange on 21 November 2016, being the Last Trading Day.

As at the date of this joint announcement, there are 1,318,279,590 Shares in issue, and the Offeror and parties acting in concert with it are not interested in any Share (other than as a result of the execution of the Irrevocable Undertakings). Save for the aforesaid, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) as at the date of this joint announcement.

The Offeror reserves the right to revise the terms of the Offer in accordance with the Takeovers Code.

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Conditions to the Offer

The Offer is conditional upon the satisfaction or waiver of the following Conditions:

(a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by 4:00 p.m. on the Closing Date (or such later time or date as the Offeror may, subject to the Takeovers Code, decide) in respect of such number of Shares which, together with Shares acquired or agreed to be acquired before or during the Offer, will result in the Offeror and parties acting in concert with it together holding not less than 50% of the voting rights of the Company;
(b) the Shares remaining listed and traded on the Stock Exchange up to the Closing Date save for any temporary suspension(s) of trading in the Shares as a result of the Offer and no indication being received on or before the Closing Date from the SFC and/or the Stock Exchange to the effect that the listing of the Shares on the Stock Exchange is or is likely to be withdrawn, other than as a result of the Offer; and
(c) no events, up to the Closing Date, having occurred which would make the Offer or the acquisition of any of the Shares under the Offer void, unenforceable or illegal or their implementation being prohibited or which would impose material conditions, limitations or obligations with respect to the Offer.

As at the date of this joint announcement, no events have occurred which would make the Offer or the acquisition of any of the Shares under the Offer void, unenforceable or illegal or their implementation being prohibited or which would impose material conditions, limitations or obligations with respect to the Offer.

Please refer to the section sub-headed “Conditions to the Offer” in this joint announcement for further information on the Conditions.

IRREVOCABLE UNDERTAKINGS

On 21 November 2016 (after trading hours), (i) Best Service has given the Best Service Irrevocable Undertaking in favour of the Offeror; and (ii) Kingage International has given the Kingage International Irrevocable Undertaking in favour of the Offeror, pursuant to which each of Best Service and Kingage International has irrevocably undertaken to the Offeror to accept the Offer in respect of the Shares beneficially owned by Best Service and Kingage International by no later than the fifth Business Day after the despatch of the Composite Document.

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As at the date of this joint announcement, (i) Best Service is interested in 281,313,309 Shares, representing approximately 21.34% of the issued share capital of the Company; and (ii) Kingage International is interested in 163,336,303 Shares, representing approximately 12.39% of the issued share capital of the Company, respectively.

INDEPENDENT BOARD COMMITTEE

The Independent Board Committee, comprising one non-executive Director, namely Dato’ Choo Chuo Siong and all independent non-executive Directors, namely, Dr. Wong Ho Ching, Mr. Lan Yen-Po and Ms. Hu Gin Ing, has been formed to advise the Independent Shareholders as to whether the terms of the Offer are fair and reasonable and as to acceptance of the Offer. The non-executive Director, namely Mr. Sun Jih-Hui, is not included in the Independent Board Committee. As Kingage International, which is wholly owned by Mr. Sun Jih-Hui, has irrevocably undertaken to the Offeror to accept the Offer in respect of the Shares held by Kingage International, Mr. Sun Jih-Hui is considered as having direct interest in the Offer. Further announcement(s) will be made upon the appointment of the independent financial adviser to the Independent Board Committee.

COMPOSITE DOCUMENT

Pursuant to Rule 8.2 of the Takeovers Code, the Offeror is required to despatch the Composite Document containing, among other matters, the terms and conditions of the Offer and the form of acceptance to the Shareholders within 21 days of the date of this joint announcement.

It is the intention of the Offeror and the Board to combine the offer document and the offeree board circular into a composite document. Accordingly, the Composite Document (accompanied by the form of acceptance) in connection with the Offer setting out, inter alia, (i) details of the Offer (including the expected timetable); (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; and (iii) a letter of advice from the independent financial adviser (to be appointed) to the Independent Board Committee in respect of the Offer, will be despatched jointly by the Offeror and the Company to the Shareholders.

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RESUMPTION OF TRADING IN SHARES

At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:00 a.m on 22 November 2016 pending the release of this joint announcement. An application has been made to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange from 9:00 a.m. on 25 November 2016.

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.

INTRODUCTION

The Offer is subject to the fulfillment or waiver, as applicable, the Conditions as set out in this joint announcement.

VMS Securities will make the Offer on behalf of the Offeror in compliance with the Takeovers Code on the following basis:

For each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$0.493 in cash

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The Offer Price

The Offer Price of HK$0.493 per Offer Share represents:

(i) a premium of approximately 8.35% over the closing price of HK$0.455 per Share as quoted on the Stock Exchange on the Last Trading Day;
(ii) a premium of approximately 5.12% over the average of the closing prices of the Shares as quoted on the Stock Exchange for the five (5) consecutive trading days up to and including the Last Trading Day of approximately HK$0.469 per Share;
(iii) a premium of approximately 3.79% over the average of the closing prices of the Shares as quoted on the Stock Exchange for the ten (10) consecutive trading days up to and including the Last Trading Day of approximately HK$0.475 per Share;
(iv) a premium of approximately 4.67% over the average of the closing prices of the Shares as quoted on the Stock Exchange for the thirty (30) consecutive trading days up to and including the Last Trading Day of approximately HK$0.471 per Share; and
(v) a premium of approximately 40.06% over the unaudited consolidated net asset value per Share as at 30 June 2016 of approximately HK$0.352 (which was calculated by dividing the sum of the unaudited consolidated net asset value of the Group as at 30 June 2016 of approximately HK$464,528,000 by 1,318,279,590 Shares in issue as at the date of this joint announcement).

Highest and Lowest Share Prices

During the six-month period immediately prior to and including the Last Trading Day, the highest closing price per Share as quoted on the Stock Exchange was HK$0.57 on 13 September 2016, 14 September 2016 and 15 September 2016 and the lowest closing price per Share as quoted on the Stock Exchange was HK$0.39 on 10 August 2016.

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Value of the Offer

As at the date of this joint announcement, there are 1,318,279,590 Shares in issue. There are no outstanding warrants, options, derivatives or securities convertible into Shares and the Company has not entered into any agreement for the issue of such warrants, options, derivatives or securities convertible into Shares as at the date of this joint announcement.

Assuming that there is no change in the issued share capital of the Company and on the basis of the Offer Price at HK$0.493 per Offer Share, the entire issued share capital of the Company would be valued at HK$649,911,837.87.

Financial resources available to the Offeror

The Offeror intends to finance the consideration payable under the Offer by the Offeror’s internal financial resources.

VMS Securities, Veda Capital and Shining, as the joint financial advisers to the Offeror in respect of the Offer, are satisfied that sufficient financial resources are available to the Offeror to satisfy the total consideration in respect of full acceptance of the Offer.

Conditions to the Offer

The Offer is conditional upon the satisfaction or waiver of the following Conditions:

(a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by 4:00 p.m. on the Closing Date (or such later time or date as the Offeror may, subject to the Takeovers Code, decide) in respect of such number of Shares which, together with Shares acquired or agreed to be acquired before or during the Offer, will result in the Offeror and parties acting in concert with it together holding not less than 50% of the voting rights of the Company;
(b) the Shares remaining listed and traded on the Stock Exchange up to the Closing Date save for any temporary suspension(s) of trading in the Shares as a result of the Offer and no indication being received on or before the Closing Date from the SFC and/or the Stock Exchange to the effect that the listing of the Shares on the Stock Exchange is or is likely to be withdrawn, other than as a result of the Offer; and
(c) no events, up to the Closing Date, having occurred which would make the Offer or the acquisition of any of the Shares under the Offer void, unenforceable or illegal or their implementation being prohibited or which would impose material conditions, limitations or obligations with respect to the Offer.

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The Offeror reserves the right to waive, in whole or in part, Condition (b). For the avoidance of doubt, Conditions (a) and (c) cannot be waived.

Pursuant to Note 2 to Rule 30.1 of the Takeovers Code, the Offeror should not invoke Condition (c) so as to cause the Offer to lapse unless the circumstances which give rise to the right to invoke any such Conditions are of material significance to the Offeror in the context of the Offer.

The Offeror reserves the right to revise the terms of the Offer in accordance with the Takeovers Code.

In accordance with Rule 15.3 of the Takeovers Code, the Offeror must publish an announcement when the Offer becomes unconditional as to acceptances and when the Offer become unconditional in all respects. The Offer must also remain open for acceptance for at least fourteen (14) days after the Offer become unconditional in all respects. Independent Shareholders should note that Offeror does not have any obligation to keep the Offer open for acceptance beyond this 14-day period.

Effect of Accepting the Offer

Acceptance of the Offer will constitute a warranty to the Offeror by each person accepting it that the Shares acquired under the Offer and sold by such persons are free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights attaching to them as at the Closing Date or subsequently becoming attached to them, including the right to receive in full all dividends and other distributions, if any, declared, made or paid on or after the Closing Date.

Acceptance of the Offer would be irrevocable and would not be capable of being withdrawn, subject to the provisions of the Takeovers Code.

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Taxation advice

Independent Shareholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting or rejecting the Offer. None of the Offeror and parties acting in concert with it, the Company, VMS Securities, Veda Capital, Shining, KGI Capital Asia and their respective ultimate beneficial owners, directors, officers, agents or associates or any other person involved in the Offer accepts any responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Offer.

Overseas Independent Shareholders

The Offeror intends to make the Offer available to all Independent Shareholders, including those who are not resident in Hong Kong. The availability of the Offer to persons who are not resident in Hong Kong may be affected by the laws of the relevant overseas jurisdictions. The making of the Offer to persons with a registered address in jurisdictions outside Hong Kong may be prohibited or affected by the laws or regulations of the relevant jurisdictions. Such Independent Shareholders who are citizens, residents or nationals of a jurisdiction outside Hong Kong should observe relevant applicable legal or regulatory requirements and, where necessary, seek legal advice. It is the responsibility of the individual Independent Shareholders who wish to accept the Offer to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdictions in connection with the acceptance of the Offer (including the obtaining of any regulatory or other consent which may be required or the compliance with other necessary formalities and the payment of any transfer or other taxes due in respect of such jurisdictions).

In the event that the receipt of the Composite Document by overseas Shareholders is prohibited by any applicable laws and regulations or may only be effected upon compliance with conditions or requirements in such overseas jurisdictions that would be unduly burdensome, the Composite Document, subject to the Executive’s consent, will not be despatched to such overseas Shareholders. The Offeror will apply for any waivers as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such time.

Any arrangements for overseas Shareholders to collect the Composite Document will be set out in a further announcement.

Any acceptance by any Independent Shareholder who is not resident in Hong Kong will be deemed to constitute a representation and warranty from such Shareholder to the Offeror that the local laws and requirements have been complied with. All such Independent Shareholders should consult their professional advisers if in doubt.

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Stamp Duty

Seller’s ad valorem stamp duty at a rate of 0.1% of the market value of the Shares or consideration payable by the Offeror in respect of the relevant acceptances of the Offer, whichever is higher, will be deducted from the amount payable to the relevant Shareholder on acceptance of the Offer. The Offeror will arrange for payment of the sellers’ ad valorem stamp duty on behalf of accepting Shareholders and pay the buyer’s ad valorem stamp duty in connection with the acceptance of the Offer and the transfer of the Shares.

Payment

Payment in cash in respect of acceptance of the Offer will be made as soon as possible but in any event within seven (7) business days (as defined under the Takeovers Code) following the later of the date on which the offer becomes, or is declared unconditional of and the date on which the duly completed acceptance of the Offer and the relevant documents of title in respect of such acceptance are received by the Offeror (or its agent) to render each such acceptance complete and valid.

Other Information

None of the Offeror and parties acting in concert with it has dealt in the Shares, options, derivatives, warrants or other securities convertible into Shares during the six-month period prior to 25 November 2016 (being the date of this joint announcement and the start of offer period).

The Offeror confirms that, as at the date of this joint announcement:

(a) none of the Offeror, its ultimate beneficial owners and/or the parties acting in concert with any of them owns or has control or direction over any voting rights or rights over the Shares, options, derivatives, warrants or other securities convertible into Shares;
(b) save for the Irrevocable Undertakings, none of the Offeror, its ultimate beneficial owners and/or parties acting in concert with any of them has received any irrevocable commitment to accept the Offer;
(c) save for the Irrevocable Undertakings from each of Best Service and Kingage International in respect of the non-disposal of their respective beneficial interest in the Shares and the acceptance of the Offer, there is no arrangement (whether by way of option, indemnity or otherwise) of any kind referred to in Note 8 to Rule 22 of the Takeovers Code in relation to the shares of the Offeror or the Company and which might be material to the Offer;

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(d) there is no agreement or arrangement to which the Offeror, its ultimate beneficial owners and/ or parties acting in concert with any of them is a party which relates to circumstances in which it may or may not invoke or seek to invoke a pre-condition or a condition to the Offer;
(e) none of the Offeror, its ultimate beneficial owners and/or parties acting in concert with any of them has entered into any arrangements or contracts in relation to any outstanding derivative in respect of the securities in the Company; and
(f) none of the Offeror, its ultimate beneficial owners and/or parties acting in concert with any of them has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company.

IRREVOCABLE UNDERTAKINGS

On 21 November 2016 (after trading hours), Best Service has given the Best Service Irrevocable Undertaking in favour of the Offeror, pursuant to which Best Service has irrevocably undertaken to the Offeror to accept the Offer in respect of the Shares held by Best Service subject to the conditions of the Offer.

On 21 November 2016 (after trading hours), Kingage International has given the Kingage International Irrevocable Undertaking in favour of the Offeror, pursuant to which Kingage International has irrevocably undertaken to the Offeror to accept the Offer in respect of the Shares held by Kingage International subject to the conditions of the Offer.

Prior to the closing, lapse or withdrawal of the Offer, each of Best Service and Kingage International has undertaken not to sell or transfer (or cause the same to be done) or otherwise dispose of (or permit any such action to occur in respect of) any interest in any Shares held by Best Service and Kingage International.

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INFORMATION ON THE GROUP

Principal activities

The Company is an investment holding company. The Group is principally engaged in design and manufacture of consumer electronic products which are principally audio and video baby monitors. These products are being sold as OEM/ODM products.

Financial Information

Set out below is a summary of the financial information of the Group extracted from (i) the annual report of the Company for the fifteen months ended 31 December 2015; (ii) the second interim report of the Company for the year ended 30 September 2015; and (iii) the interim report of the Company for the six months ended 30 June 2016, which have been prepared in accordance with Hong Kong Financial Reporting Standards.

	Fifteen
	months ended	Year ended	Year ended
	31 December	30 September	30 September
	2015	2015	2014
	(audited)	(unaudited)	(audited)
	(HK$’000)	(HK$’000)	(HK$’000)
Revenue	167,625	135,490	286,249
Profit/(Loss) before taxation	(5,305)	(7,729)	61,492
Profit/(Loss) after taxation	(8,926)	(10,268)	49,911
		As at	As at
		30 June	31 December
		2016	2015
		(unaudited)	(audited)
		(HK$’000)	(HK$’000)
Total assets		512,972	510,250
Total liabilities		48,444	46,294
Net assets		464,528	463,956

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INFORMATION OF THE OFFEROR

The Offeror is an investment holding company incorporated in the British Virgin Islands with limited liability and is owned as to 55% by Ms. Yeung and 45% by Mr. Lee.

Ms. Yeung So Lai, aged 38, is currently an executive Director of Sun Century Group Limited (stock code: 1383). Ms. Yeung is presently a director of a number of private companies engaged in the business of bird’s nest trading and investment holding and is experienced in corporate management. Ms. Yeung was also executive director and chief executive officer of JF Household Furnishings Limited (Stock Code: 0776) from September 2012 to July 2016. The shares of these companies are listed on the Main Board of the Stock Exchange.

Mr. Lee Chi Shing Caesar, aged 53, obtained a Professional Diploma in Accountancy from the Hong Kong Polytechnic (now known as Hong Kong Polytechnic University) in 1985 and a Bachelor of Arts in Business Studies from the City Polytechnic of Hong Kong (now known as the City University of Hong Kong) in 1994. He had worked in the Inland Revenue Department for over 15 years after his graduation. In 2000, he joined Ernst and Young, an international accounting firm, as a senior manager. He later obtained a Master degree in International Accountancy from the City University of Hong Kong in 2001. He was an executive director of Southwest Securities International Securities Limited (formerly known as Tanrich Financial Holdings Limited) (stock code: 812), a company listed on the Main Board of the Stock Exchange, from 1 November 2004 to 29 June 2005. He was also an executive director of Sage International Group Limited (formerly known as Info Communication Holdings Limited), a company listed on the Growth Enterprise Market of the Stock Exchange, from 23 November 2007 to 1 September 2010. He was the executive director of Sun International Resources Limited (formerly known as Sun International Group Limited), a company listed on the Growth Enterprise Market of the Stock Exchange from 14 August 2006 to 30 November 2015. He is experienced in corporate management and internal control. He is a fellow member of both the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants. In addition, he is a member of the Society of Registered Financial Planners.

As at the date of this joint announcement, Ms. Yeung and Mr. Lee are the directors of the Offeror.

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INTENTIONS OF THE OFFEROR IN RELATION TO THE GROUP

The Offeror intends to continue the existing businesses of the Group. As at the date of this joint announcement, the Offeror has no plan to inject any assets or businesses into the Group or to procure the Group to acquire or dispose of any assets.

Immediately after the close of the Offer, the Offeror will conduct a review of the financial position and operations of the Group in order to formulate a long-term strategy for the Group and explore other business/investment opportunities for enhancing its future development and strengthening its revenue bases. As at the date of this joint announcement, the Offeror has not identified such investment or business opportunities.

The Offeror has no intention to terminate the employment of any employees of the Group or to make significant changes to any employment (except for the proposed change of the Board composition as detailed in the section sub-headed “Proposed change to the Board composition of the Company” below) or to dispose of or re-allocate the Group’s assets which are not in the ordinary and usual course of business of the Group.

Reasons for the Offer

The Offeror believes that if the Offer becomes unconditional, it would allow the Offeror to become a controlling shareholder of the Company and the Group would be able to leverage on Ms. Yeung So Lai and Mr. Lee Chi Shing Caesar’s extensive commercial network (as set out in the section headed “INFORMATION OF THE OFFEROR” above) and to promote and support the Group’s existing business and/or able to procure investors with solid background and experience. In addition, it is believed that upon the Offeror becoming the single largest shareholder of the Company, the incentive for the Offeror to play a greater role in directing the future development of the Group would increase significantly, which will create greater value for the Shareholders in long term perspective.

The Offeror further believes that the Offer provides an opportunity for the Independent Shareholders to realise some or all of their Shares in return for immediate cash. The Offer represents a premium of approximately 8.35% over the closing price per Share on the Last Trading Day and approximately 4.67% over the average closing price of approximately HK$0.471 per Share for the last 30 consecutive trading days. Given the recent trading levels, the Offeror believes that the Offer represents an attractive premium to the prices at which the market has valued the Company.

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Proposed Change to the Board Composition of the Company

Upon the closing of the Offer, all existing Directors will resign with effect from the earliest time as permitted under the Takeovers Code which is the day immediately after the Closing Date or is declared unconditional or such other date. The Offeror intends to nominate new Directors to the Board with effect from the earliest time as permitted under the Takeovers Code, which is the date immediately after the Composite Document is posted or such other date. Any changes to the Board will be made in compliance with the Takeovers Code and the Listing Rules and further announcements will be made as and when appropriate.

Maintaining the Listing Status of the Company

The Offeror has no intention to privatise the Group and intends to maintain the listing of the Shares on the Stock Exchange. The Offeror will undertake to the Stock Exchange to take appropriate steps to ensure that not less than 25% of the entire issued share capital of the Company will continue to be held by the public at all times.

The Stock Exchange has stated that if, upon closing of the Offer, less than the minimum prescribed percentage applicable to the Company, being 25% of the issued Shares, are held by the public or if the Stock Exchange believes that:

(i) a false market exists or may exist in the Shares; or
(ii) there are insufficient Shares in public hands to maintain an orderly market,

it will consider exercising its discretion to suspend dealing in the Shares.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

Under Rule 2.1 of the Takeovers Code, a board which receives an offer or which is approached with a view to an offer being made, must, in the interests of shareholders, establish an independent committee of the board to make a recommendation: (i) as to whether the offer is, or is not, fair and reasonable; and (ii) as to acceptance.

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Jih-Hui, is not included in the Independent Board Committee. As Kingage International, which is wholly owned by Mr. Sun Jih-Hui, has irrevocably undertaken to the Offeror to accept the Offer in respect of the Shares held by Kingage International, Mr. Sun Jih-Hui is considered as having direct interest in the Offer.

An independent financial adviser will be appointed (with the approval of the Independent Board Committee) to advise the Independent Board Committee in connection with the Offer. An announcement will be made by the Company as soon as possible after an independent financial adviser has been appointed.

Composite Document

GENERAL

Disclosure of Dealings

In accordance with Rule 3.8 of the Takeovers Code, the associates (including any person holding 5% or more of a class of relevant securities (as defined under Note 4 to Rule 22 of the Takeovers Code)) of the Company and the Offeror are hereby reminded to disclose their dealings in the securities of the Company pursuant to the Takeovers Code.

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In accordance with Rule 3.8 of the Takeovers Code, the text of Note 11 to Rule 22 of the Takeovers Code is reproduced below:

“Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than HK$1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”

RESUMPTION OF TRADING IN SHARES

At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9.00 a.m. on 22 November 2016 pending the release of this joint announcement. An application has been made to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange from 9:00 a.m. on 25 November 2016.

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.

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DEFINITIONS

Unless the context requires otherwise, the following terms have the following meanings in this joint announcement:

“acting in concert” : has the meaning as ascribed thereto under the Takeovers Code
“associates” : has the meaning ascribed thereto in the Listing Rules
“Best Service” : Best Service Holdings Limited, a company incorporated in the British Virgin Islands, being a substantial Shareholder as at the date of this joint announcement which interested in 281,313,309 Shares
“Best Service Irrevocable : the irrevocable undertaking given by Best Undertaking” Service in favour of the Offeror to accept the Offer in respect of the Shares held by it
“Board” : board of the Directors “Business Day” : a day (other than a Saturday, Sunday or statutory holiday and days on which a typical cyclone warning signal no. 8 or above or a black rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which licensed banks in Hong Kong are generally open for ordinary banking business throughout their normal business hours
“Closing Date” : the date to be stated in the Composite Document as the first closing date of the Offer or any subsequent closing date as may be announced by the Offeror and approved by the Executive
“Company” : United Pacific Industries Limited, a company incorporated in Bermuda with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange (stock code: 00176)
“Composite Document” : the composite document to be issued jointly by the Offeror and the Company in relation to the Offer in accordance with the Takeovers Code and the Listing Rules

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“Conditions”

: the conditions to the Offer, as set out in the section headed “Conditions to the Offer” of this joint announcement
“connected persons” : has the meaning ascribed thereto in the Listing Rules
“Director(s)” : director(s) of the Company “Executive” : the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director
“Group” : the Company and its subsidiaries “HK$” : Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” : Hong Kong Special Administrative Region of the PRC
“Independent Board : the Independent Board Committee, comprising Committee” one non-executive Director, namely Dato’ Choo Chuo Siong and all independent non-executive Directors, namely, Dr. Wong Ho Ching, Mr. Lan Yen-Po and Ms. Hu Gin Ing, established for the purpose of making a recommendation to the Independent Shareholders in relation to the Offer
“Independent : holder(s) of the Shares, other than the Offeror Shareholders”
“Irrevocable : the Best Service Irrevocable Undertaking and the Undertakings” Kingage International Irrevocable Undertaking
“KGI Capital Asia” : KGI Capital Asia Limited, a licensed corporation under the SFO, licensed to conduct Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, and acting as the financial adviser to the Company
“Kingage International” : Kingage International Limited, a company incorporated in the British Virgin Islands, being a substantial Shareholder as at the date of this joint announcement which interested in 163,336,303 Shares

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“Kingage International : the irrevocable undertaking given by Kingage Irrevocable International in favour of the Offeror to accept Undertaking” the Offer in respect of the Shares held by it
“Last Trading Day” : 21 November 2016, being the last trading day immediately prior to suspension of trading in the Shares pending the release of this joint announcement
“Listing Rules” : the Rules Governing the Listing of Securities on the Stock Exchange
“Mr. Lee” : Mr. Lee Chi Shing, Caesar, a substantial shareholder and director of the Offeror
“Ms. Yeung” : Ms. Yeung So Lai, a substantial shareholder and director of the Offeror
“Offer” : a voluntary conditional cash offer to be made by VMS Securities for and on behalf of the Offeror to acquire all of the Offer Shares in accordance with the terms and conditions set out in this joint announcement
“Offer Price” : the price at which the Offer will be made, being HK$0.493 per Offer Share
“Offer Share(s)” : any and all of the issued Share(s) “Offeror” : Super Fame Holdings Limited (超名控股有限公司), a company incorporated in the British Virgin Islands with the address of its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
“PRC” : the People’s Republic of China “SFC” : the Securities and Futures Commission of Hong Kong
“SFO” : the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

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“Shining” : Shining International Holdings Limited, a corporation licensed to carry out business in type 4 (advising on securities), type 5 (advising on futures contracts), type 6 (advising on corporate finance) and type 9 (asset management)
“Share(s)” : ordinary share(s) of HK$0.1 each in the share capital of the Company
“Shareholder(s)” : holder(s) of the issued Share(s) “Stock Exchange” : The Stock Exchange of Hong Kong Limited “Takeovers Code” : The Hong Kong Code on Takeovers and Mergers “Veda Capital” : Veda Capital Limited, a corporation licensed to carry out business in type 6 (advising on corporate finance) regulated activity under the SFO
“VMS Securities” : VMS Securities Limited, a corporation licensed to carry out business in type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO
“%” : per cent.

By order of the Board United Pacific Industries Limited Kelly Lee Executive Director

Hong Kong, 25 November 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.

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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.

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AI assistant

Richly Field China Development Limited — M&A Activity 2016

49117_rns_2016-11-25_27ddc042-19fe-4e88-bb03-4e4d8ac2c973.pdf

SUPER FAME HOLDINGS LIMITED

JOINT ANNOUNCEMENT

(1) VOLUNTARY CONDITIONAL CASH OFFER BY VMS SECURITIES LIMITED

(2) RESUMPTION OF TRADING

Joint financial advisers to the Offeror

Financial adviser to the Company

INTRODUCTION

THE OFFER

Conditions to the Offer

IRREVOCABLE UNDERTAKINGS

INDEPENDENT BOARD COMMITTEE

COMPOSITE DOCUMENT

RESUMPTION OF TRADING IN SHARES

INTRODUCTION

For each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$0.493 in cash

The Offer Price

Highest and Lowest Share Prices

Value of the Offer

Financial resources available to the Offeror

Conditions to the Offer

Effect of Accepting the Offer

Taxation advice

Overseas Independent Shareholders

Stamp Duty

Payment

Other Information

IRREVOCABLE UNDERTAKINGS

INFORMATION ON THE GROUP

Principal activities

Financial Information

INFORMATION OF THE OFFEROR

INTENTIONS OF THE OFFEROR IN RELATION TO THE GROUP

Reasons for the Offer

Proposed Change to the Board Composition of the Company

Maintaining the Listing Status of the Company

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

Composite Document

GENERAL

Disclosure of Dealings

“Responsibilities of stockbrokers, banks and other intermediaries

RESUMPTION OF TRADING IN SHARES

DEFINITIONS

“Conditions”

By order of the Board United Pacific Industries Limited Kelly Lee Executive Director

Hong Kong, 25 November 2016

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