Richly Field China Development Limited — M&A Activity 2017

Feb 13, 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.

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

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

(Stock Code: 176) Websites: www.upi.com.hk www.irasia.com/listco/hk/upi

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 of directors of the Company is pleased to announce that on 13 February 2017 (after trading hours on the Stock Exchange), the Purchaser, an indirect wholly owned subsidiary of the Company, entered into the MOU with the Vendor in relation to the Possible Acquisition.

The MOU is non-legally binding save for the provisions relating to, among other things, treatment of Initial Deposit, due diligence, the Exclusivity Period, confidentiality and the governing law of the MOU.

The board of directors of the Company wishes to emphasize that the MOU may or may not lead to any Formal Agreement. If the Possible Acquisition materializes, it is likely to constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules. As the Vendor is an independent third party, there are not anticipated to be any connected transaction implications. The Company will comply with the relevant requirements of the Listing Rules when any Formal Agreement in relation to the Possible Acquisition is entered into or the MOU is terminated or there are any material developments with respect to the Possible Acquisition. As such, shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.

−1 −

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 POSSIBLE ACQUISITION

The board of directors of the Company is pleased to announce that on 13 February 2017 (after trading hours on the Stock Exchange), the Purchaser, an indirect wholly owned subsidiary of the Company, entered into the MOU with the Vendor in relation to the Possible Acquisition.

THE MOU

Date: 13 February 2017, after trading hours Parties: (a) Hinda Enterprises Limited, being the Purchaser (b) Chan Ping Che, being the Vendor

To the best knowledge, information and belief of the directors of the Company, after having made all reasonable enquiries, the Vendor is a third party independent of and not connected with the Company and its connected persons (as defined under the Listing Rules).

Major terms of the MOU

The MOU contemplates the prospective purchase by the Purchaser of the entire issued share capital of a company which entered into a sales and purchase agreement with the owner who holds the legal and beneficial ownership of a 16-storey serviced industrial building located at nos. 13-15 Wing Kei Road and nos. 20-22 Wing Lap Street, Kwai Chung, New Territories, Hong Kong (the “ Target Properties ”).

The MOU further contemplates that the consideration for the Possible Acquisition and the manner of payment shall be further negotiated between the Vendor and the Purchaser and be determined upon the signing of the Formal Agreement.

−2 −

The Purchaser has paid the refundable Initial Deposit to the Vendor. The Initial Deposit will form part of the consideration under the Formal Agreement. If, amongst other conditions, (a) either of the parties terminate the MOU; or (b) no Formal Agreement is entered into before 13 March 2017 or such other later day which mutually agreed by the Vendor and the Purchaser; or (c) the Purchaser is not satisfied with its due diligence investigation, or (d) in case of any material default by the Vendor; or (e) the Company fails to obtain shareholders’ approval to enter into the Possible Acquisition, the Initial Deposit shall be refunded to the Purchaser forthwith in full.

Save for provisions relating, principally, to treatment of Initial Deposit, due diligence, the Exclusivity Period (affording the Purchaser a period of exclusivity in the context of its evaluation of the Possible Acquisition, and the opportunity for both parties to negotiate the Formal Agreement), confidentiality and the governing law, the MOU does not constitute a legally-binding commitment on the Vendor or the Purchaser in respect of the Possible Acquisition. The Possible Acquisition is subject to the execution and completion of the Formal Agreement.

REASONS FOR THE POSSIBLE ACQUISITION

The Group is engaged in the business of, inter alia, manufacturing of consumer-electronic products and investment in an associate which engaged in afterlife services in Taiwan. An application form has been submitted to the Food and Environmental Hygiene Department for the operation of the private columbaria business to be carried out in the Target Properties. The Possible Acquisition provides an attractive opportunity for the Company to enhance its future development and strengthen its revenue bases.

The board of directors of the Company wishes to emphasize that the MOU may or may not lead to any Formal Agreement. If the Possible Acquisition materializes, it is likely to constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules. As the Vendor is an independent third party, there are not anticipated to be any connected transaction implications. The Company will comply with the relevant requirements of the Listing Rules when any Formal Agreement in relation to the Possible Acquisition is entered into or the MOU is terminated or there are any material developments with respect to the Possible Acquisition. As such, shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.

−3 −

DEFINITIONS

In this announcement, unless the context requires otherwise, the following words and expressions have the following meanings:

• “Company”

• United Pacific Industries Limited (stock code:00176), a company incorporated in Bermuda with limited liability, the securities of which are listed on the main board the Stock Exchange

• “Exclusivity Period” the period up to 13 March 2017 (or such other date as is agreed between the parties to the MOU) and the date on which the Formal Agreement is entered into between the Purchaser and the Vendor

• “Formal Agreement” any formal sale and purchase agreement in relation to the Possible Acquisition

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Initial Deposit”

• a sum of HK$50 million paid by the Purchaser to the Vendor on the signing of the MOU

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

• “MOU” the memorandum of understanding dated 13 February 2017 entered into between the Purchaser and the Vendor relating to the Possible Acquisition

• “Possible Acquisition” the possible acquisition by the Purchaser from the Vendor of the entire issued share capital of a company which entered into a sales and purchase agreement with the owner who holds the legal and beneficial ownership of a 16-storey serviced industrial building located at nos. 13-15 Wing Kei Road and nos. 20-22 Wing Lap Street, Kwai Chung, New Territories, Hong Kong

−4 −

“Purchaser” Hinda Enterprises Limited, a company incorporated in the British Virgin Islands with limited liability, an indirect wholly owned subsidiary of the Company “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong as amended and supplemented from time to time) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Vendor” Chan Ping Che, an independent third party and not connected with the Company and its connected persons

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

Hong Kong, 13 February 2017

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

−5 −