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

Jul 12, 2006

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

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of the shareholders of United Pacific Industries Limited (the “ Company ”) will be held at The Laurel, Level 3, of Renaissance Kowloon Hotel, Hong Kong at 22 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong on 28 July 2006 at 10:30 a.m. (or so soon thereafter following the conclusion or adjournment of the annual general meeting of the Company to be held at 10:00 a.m. on the same day at the same place) for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution

AS AN ORDINARY RESOLUTION:

“ THAT the Stock Purchase Agreement (as defined in the circular dated 13 July 2006 (the “Circular”) despatched to the shareholders of the Company), a copy of which has been produced to the meeting marked “A” and signed by the Chairman of the meeting for identification purpose, and the transactions contemplated therein, be and are hereby generally and unconditionally approved and the Directors of the Company be and are hereby authorized to do such things as they may consider necessary to give effect to such transactions.”

By order of the Board UNITED PACIFIC INDUSTRIES LIMITED Brian C Beazer Executive Chairman

Hong Kong, 13 July 2006

Registered office: Clarendon House Church Street Hamilton HM 11 Bermuda

Principal Place of Business in Hong Kong: Unit 2705-6, 27/F., Vicwood Plaza 199 Des Voeux Road Central Hong Kong

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Notes:

1. Any member entitled to attend and vote at the SGM is entitled to appoint up to two proxies to attend and vote in his stead. A proxy need not be a member of the Company.

2. To be valid, a form of appointment of proxy and/or corporate representative, together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy thereof, must be delivered to the Company’s principal place of business in Hong Kong at Unit 2705-6, 27/F., Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong not later than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

3. The Register of Members will be closed from Monday, 24 July 2006 to Friday, 28 July 2006 (both days inclusive), during which period no transfer of shares will be registered. In order to determine who are entitled to attend and vote at the Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar in Hong Kong, Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:00 p.m. on Friday, 21 July 2006.

At the date of this announcement, the Executive Directors of the Company are: Mr Brian C Beazer, Mr David H Clarke and Mr Simon N Hsu; the Non-Executive Directors are: Mr Ng Ching Wo and Mr Teo Ek Tor; and the Independent Non-Executive Directors are: Dr Wong Ho Ching, Chris, Mr Henry W Lim and Mr Ramon Sy Pascual.

Please also refer to the published version of this announcement in The Standard.

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