Richly Field China Development Limited — Proxy Solicitation & Information Statement 2005

May 23, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in United Pacific Industries Limited, you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this circular.

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(Stock Code: 176)

DISCLOSEABLE TRANSACTIONS DISPOSAL OF PROPERTIES

10 May 2005

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
The Sale and Purchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Purchasers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Condition Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The Sale Price and Terms of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Consequences of Breach and Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Reasons for the Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Information about the Group and the Vendor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Information about the Purchasers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“Agreements”	the Preliminary Agreements and the Formal Agreements
“Board”	the Board of Directors of the Company as at the date of this
	circular
“Company”	United Pacific Industries Limited, a company incorporated in
	Bermuda with limited liability, the shares of which are listed
	on the Stock Exchange (Stock Code: 176)
“Directors”	the directors of the Company as at the date of this circular
“Formal Agreements”	the formal sale and purchase agreements entered into between
	the Vendor and Purchasers in relation to the Properties,
	pursuant to the Preliminary Agreements
“Group”	the Company and its subsidiaries
“Latest Practicable Date”	6 May 2005, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock
	Exchange
“Office”	Flat B, 19th Floor, Chai Wan Industrial Centre, 20 Lee Chung
	Street, Chai Wan, Hong Kong
“Preliminary Agreements	the preliminary sale and purchase agreements dated 18 April
	2005 between the Vendor and the Purchasers in relation to the
	Properties
“Properties”	the Office and the Warehouse
“Purchasers”	Hemspeed Limited, a company incorporated in Hong Kong
	with limited liability, purchaser of the Warehouse, and Hua Po
	Arts & Crafts Manufacturing Company Limited, a company
	incorporated in Hong Kong with limited liability, purchaser of
	the Office, both owned as to 50% each by Ng Poon On and Wu
	Poon Tak
“Sale Price”	the aggregate amount of the consideration for the Properties,
	being HK$11.48 million
“Sales”	the sale of the Properties by the Vendor to the Purchasers
	pursuant to the Preliminary Agreements and the Formal
	Agreements

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	DEFINITIONS
“Shareholders”	the shareholders of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Vendor”	Pantene Industrial Company Limited, a company incorporated
	in Hong Kong, and a wholly-owned	subsidiary	of	the
	Company
“Warehouse”	Flat A, 15th Floor, Chai Wan Industrial Centre, 20 Lee		Chung
	Street, Chai Wan, Hong Kong, including	one car park space
	on the ground floor of the building
“HK$”	Hong Kong dollars, the lawful currency	of Hong Kong

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LETTER FROM THE BOARD

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(Stock Code: 176)

Executive Directors Brian C Beazer, Executive Chairman David H Clarke, Executive Vice-Chairman Simon N Hsu, Executive Vice-Chairman Andy Wong Hei Pui, Chief Financial Officer

Registered Office

Clarendon House Church Street Hamilton, HM 11 Bermuda

Non-executive Directors

Ho Che Kong Ng Ching Wo Teo Ek Tor

Head Office and Principal Place of Business in Hong Kong Suite 2705-06 Vicwood Plaza 199 Des Voeux Road Central Hong Kong

Independent Non-executive Directors

Dr Wong Ho Ching, Chris Henry W Lim Ramon Sy Pascual

10 May 2005

To the Shareholders of the Company, for information only

Dear Shareholders,

DISCLOSEABLE TRANSACTIONS

INTRODUCTION

The Company announced on 20 April 2005 that the Vendor, a wholly-owned subsidiary of the Company, had entered into the Preliminary Agreements with independent third party Purchasers pursuant to which the Vendor agreed to sell, and the Purchasers respectively agreed to purchase the Properties, comprising a warehouse and an office on two floors of Chai Wan Industrial Centre in Hong Kong, for an aggregate consideration of HK$11,480,000 in cash.

Under the Listing Rules, the Sales constitute discloseable transactions of the Company but do not require Shareholders’ approval.

The purpose of this circular is to provide you with further information in relation to the Sales and other information in compliance with the Listing Rules.

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LETTER FROM THE BOARD

THE SALE AND PURCHASE AGREEMENTS

Pursuant to the Agreements, the Vendor agreed to sell, and the respective Purchasers agreed to purchase the Properties. The Preliminary Agreements were signed on 18 April 2005, and the parties have now signed the Formal Agreements.

Details of the Formal Agreement (which supersedes the Preliminary Agreement) for the sale of the Warehouse are set out below:

Date: 4 May 2005 Vendor: Pantene Industrial Company Limited, a wholly-owned subsidiary of the Company Purchaser: Hemspeed Limited, a company incorporated in Hong Kong with limited liability Sale Price: HK$5,990,000 Property (Warehouse): Flat A, 15th Floor of Chai Wan Industrial Centre, 20 Lee Chung Street, Chai Wan, Hong Kong with a gross floor area of approximately 9,944 square feet used as a warehouse, together with Car Parking Space No. 17 on Ground Floor of the said building, sold on an “as is” basis, subject to existing tenancy

Details of the Formal Agreement (which supersedes the Preliminary Agreement) for the sale of the Office are set out below:

Date: 4 May 2005 Vendor: Pantene Industrial Company Limited, a wholly-owned subsidiary of the Company Purchaser: Hua Po Arts & Crafts Manufacturing Company Limited, a company incorporated in Hong Kong with limited liability Sale Price: HK$5,490,000 Property (Office): Flat B, 19th Floor of Chai Wan Industrial Centre, 20 Lee Chung Street, Chai Wan, Hong Kong, with a gross floor area of approximately 9,521 square feet used as office space, sold on an “as is” basis, subject to existing tenancy

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LETTER FROM THE BOARD

THE PURCHASERS

The Purchasers are both beneficially owned by Ng Poon On and Wu Poon Tak who each hold 50% of the shares of each company. They were introduced to the Vendor by an independent property agent. As at the Latest Practicable Date, to the best of the Directors’ knowledge, information and belief, having made all reasonable inquiries, the Purchasers and their ultimate beneficial owners, Ng Poon On and Wu Poon Tak, are third parties independent of the Company and its connected persons (as defined in the Listing Rules).

CONDITION PRECEDENT

Under the Agreements, the only outstanding condition precedent as at the Latest Practicable Date is the requirement that both Sales close contemporaneously and that neither Sale shall be deemed completed until the other is successfully completed.

CLOSING

The Sales are scheduled to close contemporaneously on 30 May 2005. There is no assurance that the closings will be completed on schedule or at all. Shareholders and investors should exercise caution when dealing in the shares of the Company.

THE PROPERTIES

The Properties are held under a Government lease for a term of 75 years commencing from 1973 and renewable for a further term of 75 years. Both Properties were revalued as at 31 March 2004 by Castores Magi (Hong Kong) Limited, independent and registered property valuers, who valued the Warehouse at HK$4,622,000, and the Office at HK$5,361,000. As at 31 March 2005, the aggregate book value of both Properties, after depreciation, is approximately HK$9.6 million.

THE SALE PRICE AND TERMS OF PAYMENT

The aggregate consideration of HK$11.48 million for both Properties had been negotiated as a package deal on an arm’s length basis and determined with reference to prevailing market conditions in Hong Kong and comparable sale and purchase transactions of similar property in Hong Kong within the last six months.

The Purchasers paid to the Vendor’s solicitors, as stakeholders pending the closing, a non-refundable deposit of HK$1,148,000 in aggregate, representing 10% of the Sale Price, on signing the Preliminary Agreements, and a further HK$1,722,000 in aggregate, representing 15% of the Sale Price, upon signing the Formal Agreements. The balance of the Sale Price will be paid by the Purchasers in cash at the closing.

CONSEQUENCES OF BREACH AND SPECIFIC PERFORMANCE

In the event the Purchasers breach the Agreements, the Vendor is entitled to retain the non-refundable deposit absolutely, and any damages sought by the Vendor will be set off against the total payments received. Thereafter, the Vendor will be entitled to re-sell the Properties without restriction.

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LETTER FROM THE BOARD

In the event the Vendor breaches the Agreements, the Vendor will refund the total payments received to the Purchasers, who will additionally be entitled to claim damages, if any.

In any event, all parties are entitled to seek specific performance, in addition to damages and other remedies, in the event of breach by the other party.

REASONS FOR THE DISPOSAL

The principal business of the Group is manufacturing electronic products. While manufacturing operations are entirely based in mainland China, the Group maintained a head office and warehousing facilities in Hong Kong.

The Properties which were acquired several years ago had always been occupied by the Group for its own use: the Office served as head office for the Group, and the Warehouse was used by all Group companies. Around October 2004, however, the Group vacated the Office to move into new premises at Suite 2705-6, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong. The new head office is more strategically located with proximity to the business and financial centre of Hong Kong, and with easy access by road, rail and ferry. At about the same time, the Group also vacated the Warehouse and outsourced warehousing and logistics functions to achieve efficiencies in operational procedures. Thereafter, there was no compelling reason for the Group to keep the Properties, whether in anticipation of future use, or to hold as investment property.

The Properties are currently let out on two-year tenancies commencing on 1 February 2005 and expiring on 1 February 2007 at an aggregate monthly rental of HK$84,000, representing an aggregate annual rental of approximately HK$1,008,000 (the Office accounting for HK$493,000, and the Warehouse accounting for HK$515,000).

As the Properties were previously occupied by the Group until October 2004, the Properties did not generate any income for the Group during this period, including the two financial years ended 31 March 2003 and 31 March 2004 respectively, immediately preceding the Agreements. The current aggregate annual rental of HK$1,008,000 for both Properties represents a yield of approximately 8.78% based on the Sale Price.

The net book value of the Properties as at 31 March 2005 is HK$9.6 million. The Sale Price of HK$11.48 million represents an aggregate premium of approximately 20% to net book value. The Company expects to realise an aggregate net capital gain, after deducting all miscellaneous expenses relating to the Sales, of approximately HK$1.7 million (the Office accounting for HK$0.3 million, and the Warehouse accounting for HK$1.4 million), subject to audit, if the Sales close successfully.

The Directors consider the terms of the Agreements, including as to the Sale Price, to be fair and reasonable to the Company and in the interests of Shareholders as a whole. The Hong Kong property market recently showed signs of improvement after suffering years of downturn since 1997. A sale of the Properties at a reasonable market price would enhance the general working capital of the Group. On the other hand, if the Properties are retained for investment value, there is no certainty that the Properties can be disposed of in the future at a higher price, nor is there any assurance that the Properties can be kept fully-tenanted or that current rental yields are sustainable over the long term.

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LETTER FROM THE BOARD

Taking all the foregoing factors into consideration, the Board is of the opinion that it is timely to dispose of the Properties at this time to take advantage of a profit-taking opportunity that is presented.

Assuming the Sales close on schedule on 30 May 2005, the effect of the Sales will be to reduce rental revenue of the Group by approximately HK$1.68 million, representing rental of HK$84,000 per month for 20 months from the closing until expiry of the tenancies on 1 February 2007. The Group will also lose the benefit of any rental revenue that may be generated from the Properties thereafter. The Sales will also reduce the value of non-current assets of the Group, as disclosed in the Company’s interim report for the six months ended 30 September 2004, by HK$9.6 million, and will give rise to a capital gain of approximately HK$1.7 million.

The Company intends to use part of the net proceeds for general working capital and to keep the remainder in reserve to fund future acquisitions and growth opportunities when they arise.

INFORMATION ABOUT THE GROUP AND THE VENDOR

Both the Group and the Vendor are primarily engaged in the manufacture and sale of power supply products and electronic components and products. They also offer OEM (original equipment manufacturing) and EMS (electrical/electronic manufacturing services) services. The Vendor is the principal operating subsidiary of the Company, and is wholly-owned.

INFORMATION ABOUT THE PURCHASERS

Hemspeed Limited and Hua Po Arts & Crafts Manufacturing Company Limited are both limited liability companies incorporated in Hong Kong. Ng Poon On and Wu Poon Tak each hold 50% of the shares in each company. Hemspeed Limited is primarily engaged in property investment, while Hua Po Arts & Crafts Manufacturing Limited is primarily engaged in trading and manufacturing of household products.

ADDITIONAL INFORMATION

Your attention is drawn to the section headed “General Information” set out in this circular.

Yours faithfully,

For and on behalf of the Board of

United Pacific Industries Limited Brian C Beazer Executive Chairman

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GENERAL INFORMATION

1 RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company and the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

2 DIRECTORS’ INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES

Save as disclosed below, as at the Latest Practicable Date, none of the Directors and chief executive (if any) of the Company had interests or short positions in the shares, underlying shares or debentures of the Company and its associated companies (within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“SFO”) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they have taken or were deemed to have under the provisions of the SFO), or (b) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or (c) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies, to be notified to the Company and the Stock Exchange:

(i) Long position in the issued shares of the Company

			Percentage of
	Capacity in which the	Number of issued	issued share
	issued shares in the	shares in the	capital in the
Name of Director	Company are held	Company held	Company
Brian C Beazer	Beneficial owner	400,000
	Interest of controlled	97,650,400
	corporation(1)	98,050,400	17.60%
David H Clarke	Interest of controlled	65,000,400	11.67%
	corporation(2)
Ho Che Kong	Beneficial owner	64,484,000	11.58%
Simon N Hsu	Interest of controlled	6,267,158	1.13%
	corporation(3)

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GENERAL INFORMATION

Notes:

• (1) 97,650,400 shares are held by BC Beazer Asia Pte Ltd, a company in which Mr Beazer has 50% shareholding interest. Therefore, Mr. Beazer is deemed to hold such shares by virtue of SFO.

• (2) All these shares are held by GSB Holdings, Inc, a wholly-owned subsidiary of Great South Beach Improvement Co. in which Mr. Clarke has 61.4% shareholding interest. Therefore, Mr. Clarke is deemed to hold such shares by virtue of SFO.

• (3) All these shares are held by Strategic Planning Assets Limited which is wholly-owned by Mr Hsu. Therefore, Mr. Hsu is deemed to hold such shares by virtue of SFO.

(ii) Long position in underlying shares of the Company

		Number of underlying
		ordinary shares held
		under options granted
Name	Capacity	by the Company
Brian C Beazer	Beneficial owner	3,638,407
David H Clarke	Beneficial owner	819,204
Simon N Hsu	Beneficial owner	9,062,106
Andy Wong Hei Pui	Beneficial owner	1,606,210

3 SUBSTANTIAL SHAREHOLDERS’ INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES

Save as disclosed below, as at the Latest Practicable Date, according to the register of interests kept by the Company pursuant to Section 336 of the SFO, and so far as was known to any Director or chief executive (if any) of the Company, no person other than a Director or chief executive (if any) of the Company or a member of the Group, had any interest or short position in the shares or the underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or was directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group, together with particulars of any options in respect of such capital:

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GENERAL INFORMATION

Name of Company: United Pacific Industries Limited

		Number of
		underlying
		ordinary
	Number of	shares in the
	ordinary	Company held		Percentage of
	shares in the	under equity	Total number	shareholding
	Company held	derivatives	of ordinary	to total issued
	and capacity	and capacity	shares in the	share capital
Name of Substantial	in which they	in which they	Company held	of the
Shareholder	are held	are held	(long position)	Company
Investor AB	74,836,000	Nil	74,836,000	13.43%
	(interest of
	controlled
	corporation)(1)
Asian Corporate Finance	65,000,400	Nil	65,000,400	11.67%
Fund, L.P.	(interest of
	controlled
	corporation)(2)

Notes:

• (1) These shares are held indirectly by Investor AB through its wholly-owned subsidiary, Investor (Guernsey) II Ltd. Therefore, Investor AB is deemed to hold such shares by virtue of SFO.

• (2) These shares are held indirectly by Asian Corporate Finance Fund, L.P. through its wholly-owned subsidiary, Payawal Capital Limited. Therefore, Asian Corporate Finance Fund, L.P. is deemed to hold such shares by virtue of SFO.

4 DIRECTORS’ INTEREST IN MATERIAL CONTRACTS

As at the Latest Practicable Date, none of the Directors was materially interested in any subsisting contract or arrangement entered into by any member of the Group which is significant in relation to the business of the Group.

5 DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with the Company or any of its subsidiaries, excluding contracts that can be terminated by the Company within one year without payment of compensation other than statutory compensation.

6 LITIGATION

As at the Latest Practicable Date, no litigation or claim of material importance is known to the Directors to be pending or threatened by or against the Company or any member of the Group.

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GENERAL INFORMATION

7 COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors and their respective associates (as defined in the Listing Rules) has any interest in a business which competes, or may compete, with the business of the Group.

8 GENERAL

• (i) The transfer office and branch share registrar of the Company in Hong Kong is Secretaries Limited, located at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.

• (ii) The Company Secretary and Qualified Accountant of the Company is Ms Maria Lam. She is a qualified member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants.

• (iii) The English text of this circular shall prevail over the Chinese text in the case of any inconsistency.

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