Richly Field China Development Limited — Proxy Solicitation & Information Statement 2004

Aug 9, 2004

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United Pacific Industries

UNITED PACIFIC INDUSTRIES LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code No. 00176)

Form of appointment of proxy and/or corporate representative for the Special General Meeting (“SGM”) of United Pacific Industries Limited (the “Company”) to be held at Flat B, 19/F, Chai Wan Industrial Centre, 20 Lee Chung Street, Chai Wan, Hong Kong, on Monday, 30 August 2004 at 10:30 a.m. (or so soon after the conclusion or adjournment of the annual general meeting of the Company to be held at 10:00 a.m. on the same day and at the same place).

I/We[1] ,

of

being holders of[2]

,

shares of HK$0.10 each in the share capital of

the Company, HEREBY APPOINT[3]

of

and

of , or failing him, the Chairman of the meeting, as my/our proxy and/or corporate representative to attend, act and vote for me/us and on my/our behalf at the SGM (and at any adjournment thereof) in respect of the resolution set out in the notice convening the said meeting as hereunder indicated, and if no such indication is given, as my/our proxy and/or corporate representative thinks fit.

											FOR4	AGAINST4	AGAINST4	AGAINST4
1.	Ordinary			Resolution	to	adopt	Stock	Option	Scheme

Dated this day of August 2004

Signature[7] (Authorised signatory and company chop or seal if a corporation, is appropriate)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s) to which the above appointment relates. If no number is inserted, the above appointment will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. Full name and address to be inserted in BLOCK CAPITALS . If any proxy, other than the Chairman, is preferred, strike out the words “or failing him, the Chairman of the meeting”. Any alteration to this form must be made by the person who signs it.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE BOX MARKED “AGAINST”. If no direction is given, the proxy or the corporate representative will vote or abstain as he thinks fit. Your proxy or corporate representative will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. To be valid, this form, together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited at the principal place of business of the Company at Flat B, 19/F, Chai Wan Industrial Centre, 20 Lee Chung Street, Chai Wan, Hong Kong, not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

6. Where there are joint registered holders of any share, any one of such person may vote at the meeting, either personally or by proxy in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the meeting personally or by proxy, such person so present whose name stands first in the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

7. This form must be signed by you or your attorney duly authorized in writing, or, in the case of a corporation, must either be executed under seal or under the hand of an officer or attorney duly authorized to sign the same. If this is an appointment of a corporate representative, this form must be duly executed in accordance with the corporate shareholder’s constitutive documents.

8. A member entitled to attend and vote at the meeting is entitled to appoint one or two proxies to attend, and on a poll, vote on his behalf. A proxy or corporate representative need not be a member of the Company.

9. Completion and delivery of this form will not preclude you from attending and voting at the SGM or any adjournment thereof if you so wish.

10. For added convenience, this form may also serve as an appointment of a corporate representative.