Richly Field China Development Limited — Proxy Solicitation & Information Statement 2006

Jul 13, 2006

==> picture [34 x 34] intentionally omitted <==

United Pacific Industries

UNITED PACIFIC INDUSTRIES LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00176)

website: http://www.irasia.com/listco/hk/upi/index.htm

Form of appointment of[1] proxy or corporate representative for the Special General Meeting (“SGM”) of United Pacific Industries Limited (the “Company”) to be held on Friday, 28 July, 2006 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[2]

of

being the registered holder(s) of[3]

share(s) of HK$0.10 each in the share capital of the Company

HEREBY APPOINT[4]

of

or failing him the Chairman of the SGM, as my/our[1] proxy or corporate representative to attend, act and vote for me/us and on my/our behalf at the SGM of the Company to be held at The Laurel, Level 3, Renaissance Kowloon Hotel, Hong Kong, 22 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 28 July, 2006 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) in respect of the Resolution set out in the notice convening the SGM as hereunder indicated, and, if no such indication is given, as my/our[1] proxy or corporate representative thinks fit.

	RESOLUTION FOR5 AGAINST5 1. To approve the Stock Purchase Agreement and transactions contemplated thereunder. Dated this day of 2006. Signature(s)8
	Dated this

(Authorized signatory and company chop or seal, of a corporation, as appropriate)

Notes:

1. Please delete as appropriate. If no indication is given, this form will be taken to appoint a proxy.

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

3. 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).

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

5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “AGAINST” . If no direction is given, the proxy or 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 SGM other than those referred to in the notice convening the SGM.

6. 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 Unit 2705-6, 27/F., Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

7. In case of joint registered holders of any share(s), any one of such persons may vote at the SGM, either personally or by proxy in respect of such share(s) as if he were solely entitled thereto; but if more than one of such joint holders is present at the SGM personally or by proxy, such person so present whose name stands first on the register of members in respect of such share(s) shall alone be entitled to vote in respect thereof.

8. This form must be signed by you or your attorney duly authorised in writing or, in case of a corporation, must either be executed under seal or under the hand of an officer or attorney duly authorised 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.

9. A member entitled to attend and vote at the SGM 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 but must attend the SGM in person to represent you.

10. 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 and in such event, this form of proxy shall be deemed to be revoked.

11. For added convenience, this form may also serve as an appointment of a corporate representative if completed clearly. Please refer to Note 1 above.