Richly Field China Development Limited — M&A Activity 2017

Feb 8, 2017

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

JOINT ANNOUNCEMENT CLOSE OF 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

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VMS Securities Limited

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Financial adviser to the Company

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CLOSE OF THE OFFER

The Offeror and the Company jointly announce that the Offer was closed on Wednesday, 8 February 2017 and was not revised or extended.

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RESULTS OF THE OFFER

As at 4:00 p.m. on the first Closing Date, 25 January 2017, the Offeror had received valid acceptances in respect of a total of 768,447,998 Offer Shares under the Offer, representing approximately 58.29% of the entire issued share capital of the Company as at the date of this joint announcement. Accordingly, the Conditions had been fulfilled and the Offer was declared unconditional in all respects on 25 January 2017.

As at the date of this joint announcement, the Offeror had received further valid acceptances of a total of 40,000 Offer Shares under the Offer.

PUBLIC FLOAT OF THE SHARES

Immediately after the close of the Offer and as at the date of this joint announcement, 549,791,592 Shares, representing approximately 41.71% of the entire issued share capital of the Company, are held by the public (as defined in the Listing Rules). Accordingly, the Company complies with the minimum public float requirement under Rule 8.08(1)(a) of the Listing Rules.

References are made to (i) the composite document dated 23 December 2016 (the “ Composite Document ”) jointly issued by United Pacific Industries Limited (the “ Company ”), Super Fame Holdings Limited (“ Offeror ”) in relation to the voluntary conditional cash offer by the Offeror (the “ Offer ”); (ii) the joint announcement issued by the Company and the Offeror dated 25 January 2017 in relation to the level of acceptances of the Offer as at the first closing date and that the Offer became unconditional in all respects; and (iii) the joint announcement issued by the Company and the Offeror dated 25 January 2017 in respect of the appointment of the Directors. Unless otherwise defined, capitalised terms used in this joint announcement shall have the same meanings as those set out in the Composite Document.

CLOSE OF THE OFFER

The Offeror and the Company jointly announce that Offer was closed on Wednesday, 8 February 2017 and was not revised or extended.

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RESULTS OF THE OFFER

As at 4:00 p.m. on the first Closing Date, 25 January 2017, the Offeror had received valid acceptances in respect of a total of 768,447,998 Offer Shares under the Offer, representing approximately 58.29% of the entire issued share capital of the Company as at the date of this joint announcement. Accordingly, the Conditions had been fulfilled and the Offer was declared unconditional in all respects on 25 January 2017.

As at the date of this joint announcement, the Offeror had received further valid acceptances of a total of 40,000 Offer Shares under the Offer.

SETTLEMENT OF THE OFFER

For Shareholders who have already accepted the Offer after the first Closing Date and before 4:00 p.m. on Wednesday, 8 February 2017, remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty) for the Offer Shares tendered under the Offer will be/has been despatched to the accepting Shareholders (to the address specified on the relevant Shareholder’s Form of Acceptance) by ordinary post at his/her/its own risk as soon as possible, but in any event within three (3) Business Days following the date of receipt by the Registrar of all the relevant documents to render the acceptance under the Offer complete, valid and in compliance with Note 1 to Rule 30.2 of the Takeovers Code.

SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately before 25 November 2016 (being the commencement date of the Offer Period), the Offeror and the parties acting in concert with it were not interested in any Shares (other than as a result of the execution of the Irrevocable Undertakings). Taking into account the 768,487,998 Offer Shares received under the Offer, the Offeror and the parties acting in concert with it were interested in an aggregate of 768,487,998 Shares, representing approximately 58.29% of the entire issued share capital of the Company as at the date of this joint announcement.

Save as disclosed above, none of the Offeror, its ultimate beneficial owners or the parties acting in concert with it (i) held, controlled or directed any Shares and rights over Shares before the Offer Period; or (ii) has acquired or agreed to acquire any Shares or other securities of the Company or rights over the Shares during the Offer Period (other than pursuant to the Offer and the Irrevocable Undertakings). The Offeror and the parties acting in concert with it have not borrowed or lent any Shares or relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period.

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Set out below is the shareholding structure of the Company (i) immediately prior to the commencement of the Offer; and (ii) immediately upon close of the Offer and as at the date of this joint announcement:

Shareholders The Offeror and party acting in concert with it Best Service (Note 1) Kingage International (Note 2) Sub-total Public Shareholders Total	Immediately prior to the commencement of the Offer No. of Shares % — — 281,313,309 21.34 163,336,303 12.39 444,649,612 33.73 873,629,978 66.27 1,318,279,590 100.00	Immediately upon close of the Offer and as at the date of this joint announcement No. of Shares % 768,487,998 58.29 — — — — 768,487,998 58.29 549,791,592 41.71 1,318,279,590 100.00	Immediately upon close of the Offer and as at the date of this joint announcement No. of Shares % 768,487,998 58.29 — — — — 768,487,998 58.29 549,791,592 41.71 1,318,279,590 100.00
			58.29 41.71 100.00

Notes:

1. Best Service Holdings Limited, a company incorporated in the British Virgin Islands. The Goldenlife PTC Limited, as trustee of a discretionary trust, holds 100% direct interest in Ever Team Global Limited and is accordingly deemed to have interest in the ordinary shares interested by or deemed to be interested by Ever Team Global Limited for the purpose of Part XV of the SFO. The founder of the said trust is Mr. Lee Shih-Tsung. Ever Team Global Limited holds 100% direct interest in Best Service and is accordingly deemed to have an interest in the ordinary shares interested by Best Service for the purpose of Part XV of the SFO.

2. Kingage International Limited, a company incorporated in the British Virgin Islands wholly owned by Mr. Sun Jih-Hui, a non-executive Director.

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PUBLIC FLOAT OF THE SHARES

Immediately after the close of the Offer and as at the date of this joint announcement, 549,791,592 Shares, representing approximately 41.71% of the entire issued share capital of the Company, are held by the public (as defined in the Listing Rules). Accordingly, the Company complies with the minimum public float requirement under Rule 8.08(1)(a) of the Listing Rules.

By order of the Board By order of the Board Super Fame Holdings Limited United Pacific Industries Limited Lee Chi Shing Caesar Yeung So Lai Director Executive Director

Hong Kong, 8 February 2017

As at the date of this joint announcement, the Board comprises three executive Directors, namely Ms. Kelly Lee, Ms. Yeung So Lai and Mr. Lee Chi Shing Caesar; 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 that relating to the Offeror and the 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 opinions expressed by the Offeror and the 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.

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.

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