Richly Field China Development Limited — M&A Activity 2017

Jul 7, 2017

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.

This 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.

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(Stock Code: 0176)

MEMORANDUM OF UNDERSTANDING IN RELATION TO THE POSSIBLE ACQUISITION

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the SFO. The Board is pleased to announce that on 7 July 2017 (after trading hours), the Company entered into the non-legally binding Memorandum with the Vendors and the Target Company in relation to the Possible Acquisition.

Pursuant to the Memorandum, the Company intends to acquire 100% equity interest in the Target Company. The consideration for the Possible Acquisition will be RMB20,000,000, which will be payable on the date falling two years from the date of signing of the Formal Agreement.

The Target Company has entered into the Acquisition Agreement for the acquisition of the entire equity interest in the Project Company with a total consideration of RMB500,000,000. The Project Company is engaged in the Underground Walkway Project.

The Board wishes to emphasise that no binding agreement in relation to the Possible Acquisition has been entered into by the Vendors and the Company as at the date of this announcement. As such, the Possible Acquisition may or may not proceed. If the Possible Acquisition materialises, it will constitute a notifiable transaction on the part of the Company under the Listing Rules. Shareholders and investors are urged to exercise caution when dealing in the securities of the Company.

Further announcement in respect of the Possible Acquisition will be made by the Company in compliance with the Listing Rules as and when appropriate.

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This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions under Part XIVA of the SFO.

The Board is pleased to announce that on 7 July 2017 (after trading hours), the Company entered into the non-legally binding Memorandum with the Vendors and the Target Company in relation to the Possible Acquisition.

THE MEMORANDUM

Date: 7 July 2017 (after trading hours) Parties: (1) the Company, as purchaser; (2) Ms. You Xuemian, as Vendor A; (3) Ms. Lin Yuqin, as Vendor B; and (4) the Target Company.

As at the date of this announcement, the Target Company is beneficially owned as to 90% and 10% by Vendor A and Vendor B respectively. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the Vendors is an Independent Third Party.

Subject matter

Pursuant to the Memorandum, the Company intends to acquire 100% equity interest in the Target Company.

Consideration

The consideration for the Possible Acquisition will be RMB20,000,000 of which RMB18,000,000 and RMB2,000,000 shall be payable to Vendor A and Vendor B respectively on the date falling two years from the date of signing of the Formal Agreement.

INFORMATION ON THE TARGET GROUP

The Target Company was established in the PRC with limited liability and is owned as to 90% by Vendor A and as to 10% by Vendor B. As at the date of this announcement, the registered capital of the Target Company has not been paid up.

The Target Company has entered into a sale and purchase agreement (the “ Acquisition Agreement ”) with Mr. Fang Zhaoan and Mr. Xu Lebin for the acquisition of the entire equity interest in the Project Company with a total consideration of RMB500,000,000. The Project Company is engaged in the underground walkway and civil defense project located in Minzhu Road and Fuhui

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Road, Lijiang city, Yunan province, the PRC (the “ Underground Walkway Project ”). As at the date of this announcement, the Target Company has paid an aggregate amount of RMB7,000,000 to Mr. Fang Zhaoan and Mr. Xu Lebin in accordance with the Acquisition Agreement.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of Mr. Fang Zhaoan and Mr. Xu Lebin is an Independent Third Party.

REASONS FOR AND BENEFITS OF THE POSSIBLE ACQUISITION

The Group is engaged in the business of, inter alia, manufacturing of consumer-electronic products, money lending business in Hong Kong, nursery education in the PRC and investment in an associate which is engaged in afterlife services in Taiwan.

The Directors undertake strategic reviews of its assets from time to time with a view to maximising returns to the Shareholders. The Underground Walkway Project is under construction with pre-sales and the properties located at the Underground Walkway Project are expected to be delivered in the near future. It is expected that the Project Company can recover its investment and obtain a reasonable return within a short period of time. The Directors consider that the Possible Acquisition provides an attractive opportunity for the Company to enhance its future development and strengthen its revenue bases.

In consideration of the above, the Directors are of the view that the terms of the Memorandum are fair and reasonable and the Possible Acquisition is in the interests of the Company and the Shareholders as a whole.

GENERAL

The Memorandum does not constitute legally-binding commitment in respect of the Possible Acquisition. The Possible Acquisition is subject to, among others, the execution and completion of the Formal Agreement.

The Board wishes to emphasise that no binding agreement in relation to the Possible Acquisition has been entered into by the Vendors and the Company as at the date of this announcement. As such, the Possible Acquisition may or may not proceed. If the Possible Acquisition materialises, it will constitute a notifiable transaction on the part of the Company under the Listing Rules. Shareholders and investors are urged to exercise caution when dealing in the securities of the Company.

Further announcement in respect of the Possible Acquisition will be made by the Company in compliance with the Listing Rules as and when appropriate.

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DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

“Board” the board of Directors “Company” United Pacific Industries Limited, a company incorporated in Bermuda with limited liability, whose shares are listed on the Main Board of the Stock Exchange (stock code: 0176) “connected person” has the meaning ascribed to it under the Listing Rules

• “Director(s)” the director(s) of the Company “Formal Agreement” the formal sale and purchase agreement to be entered into between the Vendors and the Company in relation to the Possible Acquisition

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Independent Third third party(ies) independent of and not connected Party(ies)” with the Company and its connected persons

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

“Memorandum” the non-legally binding memorandum of understanding dated 7 July 2017 and entered into between the Vendors, the Company and the Target Company setting out the preliminary understanding in relation to the Possible Acquisition “Possible Acquisition” the possible acquisition by the Company of 100% equity interest in the Target Company as contemplated under the Memorandum “PRC” the People’s Republic of China which, for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

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“Project Company”	麗江華歐房地產置業有限公司 (Lijiang	Hua	Ou
	Real Estate Company Limited*), a	company
	established in the PRC with limited liability
“SFO”	Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.1 each in the issued
	share capital of the Company
“Shareholder(s)”	holder(s) of issued Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Target Company”	深圳市前海萬客金融服務有限公司(Shenzhen City
	Qianhai Wanke Financial Services	Company
	Limited*), a company established in the	PRC with
	limited liability
“Target Group”	the Target Company and its subsidiaries
“Vendors”	Vendor A and Vendor B
“Vendor A”	Ms. You Xuemian
“Vendor B”	Ms. Lin Yuqin
“HK$”	Hong Kong dollar, the lawful currency	of Hong
	Kong
“RMB”	Renminbi, the lawful currency of the PRC
“%”	per cent.

By Order of the Board United Pacific Industries Limited Yeung So Lai Chairman

Hong Kong, 7 July 2017

As at the date of this announcement, the executive Directors are Ms. Yeung So Lai and Mr. Lee Chi Shing Caesar; and the independent non-executive Directors are Mr. Chiu Sze Wai Wilfred, Mr. Chow Wai Leung William and Ms. Hu Gin Ing.

• For identification purposes only

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