Richly Field China Development Limited — M&A Activity 2017

Jan 25, 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

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

(1) OFFER HAVING BECOME UNCONDITIONAL IN ALL RESPECTS; AND

(2) FINAL CLOSING DATE

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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Independent Financial Adviser to the Independent Board Committee of United Pacific Industries Limited

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OFFER BECOMING UNCONDITIONAL IN ALL RESPECTS

As at 4:00 p.m. on Wednesday, 25 January 2017, valid acceptances of the Offer have been received in respect of 768,447,998 Shares (representing approximately 58.29% of the issued share capital and voting rights of the Company as at the date of this joint announcement). As all the Conditions of the Offer set out in the Composite Document have now been satisfied or waived, the Offeror announces that the Offer has become unconditional in all respects on 25 January 2017.

FINAL CLOSING DATE

The Offeror hereby announces that the Offer will remain open for acceptance until 4:00 p.m. on Wednesday, 8 February 2017, which shall also be the final closing date of the Offer (the “ Final Closing Date ”).

(1) INTRODUCTION

References are made to the joint announcement dated 25 November 2016 and the composite document dated 23 December 2016 (the “ Composite Document ”) jointly issued by Super Fame Holdings Limited (the “ Offeror ”) and United Pacific Industries Limited (the “ Company ”). Capitalised terms used herein shall have the same meanings as those defined in the Composite Document unless the context otherwise requires.

(2) ACCEPTANCE LEVEL

As at 4:00 p.m. on Wednesday, 25 January 2017, valid acceptances of the Offer have been received in respect of 768,447,998 Shares (representing approximately 58.29% of the issued share capital and voting rights of the Company as at the date of this joint announcement). Immediately before the commencement of the Offer Period, the Offeror and the parties acting in concert with it were not interested in any Share (other than as a result of the execution of the Irrevocable Undertakings). Other than pursuant to the Offer and the Irrevocable Undertakings, during the Offer Period, the Offeror and the parties acting in concert with it have not acquired or agreed to acquire any Shares or rights over Shares. Neither the Offeror nor the parties acting in concert with it has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period up to the date of this joint announcement.

Valid acceptances of the Offer comprise 768,447,998 Shares, representing approximately 58.29% of the voting rights of the Company.

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As this is more than 50% of the voting rights of the Company, the Offeror announces that Condition (a) as set out under the section sub-headed “Conditions to the Offer” in the “Letter from VMS Securities”, the text of which is set out in the Composite Document, has been satisfied.

(3) OTHER CONDITIONS TO THE OFFER

Condition (b) as set out under the section sub-headed “Conditions to the Offer” in the “Letter from VMS Securities”, the text of which is set out in the Composite Document, has been satisfied up to the date hereof and has been waived from the date following the date hereof to the Final Closing Date.

Condition (c) as set out under the section sub-headed “Conditions to the Offer” in the “Letter from VMS Securities”, the text of which is set out in the Composite Document, has been satisfied

(4) OFFER HAS BECOME UNCONDITIONAL IN ALL RESPECTS

As all the Conditions set out in the Composite Document have now been satisfied or waived, the Offeror announces that the Share Offer has become unconditional in all respects on 25 January 2017.

(5) OFFER REMAINS OPEN FOR ACCEPTANCE

As disclosed in the Composite Document and in accordance with the Takeovers Code, when the Offer becomes or is declared unconditional in all respects, at least fourteen (14) days’ notice in writing must be given to the Independent Shareholders who have not accepted the Offer, before the Offer is closed. The Offeror hereby announces that the Offer will remain open for acceptance until 4:00 p.m. on Wednesday, 8 February 2017, which shall also be the Final Closing Date. After 4:00 p.m. on Wednesday, 8 February 2017, Independent Shareholders who have not accepted the Offer, will not be entitled to accept such Offer.

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Independent Shareholders are advised that the Offer will remain open for acceptance until 4:00 p.m. on Wednesday, 8 February 2017, which shall also be the Final Closing Date.

Save as set out above, all other terms and conditions of the Offer as set out in the Composite Document and the Form of Acceptance remain unchanged. Independent Shareholders are advised to refer to the Composite Document and the Form of Acceptance for details of acceptance procedures if they wish to accept the Offer. A further announcement on the results of the Offer will be made on the Final Closing Date in accordance with Rule 19.1 of the Takeovers Code.

(6) SETTLEMENT OF THE OFFER

Remittances in respect of the cash consideration for the Offer Shares tendered under the Offer will be despatched to the accepting Shareholder(s) (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 later of (i) the date of receipt by the Registrar (in the case of Offer Shares) 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; and (ii) the date on which the Offer becomes or is declared unconditional in all respects.

No fractions of a cent will be payable and the amount of cash consideration payable to a Shareholder (as the case may be) who accepts the Offer will be rounded up to the nearest cent.

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, 25 January 2017

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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 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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