Richly Field China Development Limited — Proxy Solicitation & Information Statement 2011

Dec 21, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about 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 and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

==> picture [42 x 41] intentionally omitted <==

==> picture [168 x 84] intentionally omitted <==

Website: www.irasia.com/listco/hk/upi

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of United Pacific Industries Limited to be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 27 March 2012 at 9:30 a.m. is set out on pages 15 to 19 of this circular. Shareholders are advised to read the notice and to complete and return the accompanying form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if you so wish and, in such event, the form of proxy shall be deemed to be revoked.

22 December 2011

CONTENTS

		Page
DEFINITIONS		1
**LETTER **	FROM THE BOARD
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	THE ISSUE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	EXTENSION OF THE ISSUE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	RE-ELECTION OF RETIRING DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
8.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I — EXPLANATORY STATEMENT FOR THE
	REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II — BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS
	PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . .	10
**NOTICE **	OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

— i —

DEFINITIONS

In this circular, including the appendices, the following expressions shall have the following meanings unless the context indicates otherwise:

• “Annual General Meeting” the annual general meeting of the Company to be held at Plaza or“AGM” 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 27 March 2012 at 9:30 a.m. or any adjournment thereof

• “associate(s)” shall have the same meaning as ascribed to it under the Listing Rules

• “Board” the Board of Directors of the Company “Bye-Laws” the Bye-Laws of the Company as amended from time to time “Companies Act” the Companies Act 1981 of Bermuda, as amended from time to time

• “Company” United Pacific Industries Limited, a company incorporated in Bermuda with limited liability, whose shares are listed on the Main Board of the Stock Exchange (Stock Code: 176)

• “Connected Person(s)” shall have the same meaning as ascribed to it under the Listing Rules

• “Corporate Governance Code” the Code on Corporate Governance Practices as set out in Appendix 14 of the Listing Rules, as amended from time to time

• “Director(s)” the director(s) of the Company for the time being

• “Group” the Company and its subsidiaries from time to time “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Issue Mandate” a general and unconditional mandate to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution approving the said mandate

• “Latest Practicable Date” 16 December 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

— 1 —

	DEFINITIONS
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“Memorandum of Association”	the Memorandum of Association of the Company
“Repurchase Mandate”	a general and unconditional mandate to the Directors to
	exercise the power of the Company to repurchase on the Stock
	Exchange, or any other stock exchange on which the Shares of
	the Company may be listed, Shares up to a maximum of 10%
	of the aggregate nominal amount of the issued share capital of
	the Company as at the date of passing of the relevant
	resolution approving the said mandate
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong) as amended from time to time
“Shareholder(s)”	the registered holder(s) of the Shares
“Share(s)”	the ordinary shares of HK$0.10 each in the share capital of
	the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Code on Takeovers and Mergers by the Securities and
	Futures Commission of Hong Kong
“%”	per cent

— 2 —

LETTER FROM THE BOARD

==> picture [42 x 42] intentionally omitted <==

==> picture [168 x 84] intentionally omitted <==

Website: www.irasia.com/listco/hk/upi

Executive Directors Mr. David H Clarke (Chairman) Mr. Simon N Hsu (Executive Vice-chairman) Mr. Henry W Lim (Chief Executive Officer) Mr. Patrick J Dyson (Chief Financial Officer)

Non-executive Directors Mr. Chan Kin Sang Mr. Liu Ka Lim

Principal Place of Business in Hong Kong: Unit 1903-05 19/F., Nan Fung Tower 173 Des Voeux Road Central Hong Kong Registered Office: Clarendon House, Church Street Hamilton HM 11 Bermuda

Independent Non-executive Directors Mr. Robert B Machinist Mr. Ramon S Pascual Dr. Wong Ho Ching, Chris

22 December 2011

Dear Shareholders,

PROPOSAL FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

On 15 March 2011, ordinary resolutions were passed to grant to the Directors the Issue Mandate and the Repurchase Mandate to issue Shares and to repurchase Shares respectively and to extend the Issue Mandate to include Shares repurchased under the Repurchase Mandate. These Issue Mandate and Repurchase Mandate will lapse at the conclusion of the AGM to be held on 27 March 2012. It is therefore proposed to renew the Issue Mandate and the Repurchase Mandate at the AGM.

At the AGM, ordinary resolutions will be proposed relating to the ordinary businesses, renewal of the grant of the Issue Mandate, the Repurchase Mandate and extension of the Issue Mandate, as well

— 3 —

LETTER FROM THE BOARD

as the re-election of retiring Directors. Pursuant to the Listing Rules, the Company is required to provide Shareholders all information reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against resolutions to be proposed at the AGM. The purpose of this circular is to provide you with such information, and to give you notice of the AGM.

2. THE ISSUE MANDATE

At the AGM, an ordinary resolution will be proposed that the Directors be given the Issue Mandate to exercise all powers of the Company to allot, issue and otherwise deal with new Shares up to, in aggregate, 20% of the nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution.

As at the Latest Practicable Date, there was a total of 991,852,107 Shares in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors, and on the basis that no other Shares are issued or repurchased by the Company between the Latest Practicable Date and the date of AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 198,370,421 new Shares.

3. THE REPURCHASE MANDATE

At the AGM, an ordinary resolution will also be proposed that the Directors be given the Repurchase Mandate to exercise all powers of the Company to repurchase on the Stock Exchange or on any other stock exchange on which the Shares of the Company may be listed, Shares up to, in aggregate, 10% of the nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution.

Subject to the passing of the proposed resolution granting the Repurchase Mandate to the Directors, and on the basis that there were 991,852,107 issued Shares as at the Latest Practicable Date and no Shares are issued or repurchased by the Company between the Latest Practicable Date and the date of AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 99,185,210 Shares.

Under the Listing Rules, the Company is required to give Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the AGM. An explanatory statement for such purpose is set out in Appendix I to this circular.

4. EXTENSION OF THE ISSUE MANDATE

In addition, an ordinary resolution will be proposed at the AGM to allow any Shares repurchased under the Repurchase Mandate (up to a maximum of 10% of the issued Shares as at the date of the grant of the Repurchase Mandate) to be added to the total number of Shares which may be allotted and issued under the Issue Mandate.

— 4 —

LETTER FROM THE BOARD

The Issue Mandate and the Repurchase Mandate would continue in force until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the end of the period within which the Company is required by the Companies Act or the Bye-Laws to hold its next annual general meeting; and (iii) the date of revocation or variation by an ordinary resolution of Shareholders in general meeting prior to the next annual general meeting of the Company.

5. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Bye-Law 111(A) and 111(B) of the Bye-Laws and Code Provision A.4.2 of the Corporate Governance Code, Mr. David H Clarke, Mr. Henry W Lim and Mr. Patrick J Dyson will retire from office as Directors at the AGM, and, being eligible, offer themselves for re-election at the AGM.

Dr. Wong Ho Ching, Chris, who was re-elected as an Independent Non-executive Director at the last annual general meeting for a one-year term until the next annual general meeting, will also retire at the AGM, and being eligible, offers himself for re-election pursuant to Bye-Law 111(A) of the Bye-Laws. As Dr. Wong has been an independent non-executive director since 1994, the re-election of Dr. Wong is subject to a separate resolution to be approved by Shareholders in compliance with Provision A.4.3 of the Recommended Best Practices of the Corporate Governance Code. Notwithstanding that Dr. Wong has served the Company continuously since 1994, the Board is satisfied that Dr. Wong is a person of integrity and stature, independent in character and judgment. He is independent of management and free from any business or other relationships or circumstances which could materially interfere with the exercise of his independent judgment. Consequently, the Board recommends the re-election of Dr. Wong as an Independent Non-executive Director at the AGM for another one-year term of office until the next annual general meeting.

Details of the above retiring Directors which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

6. ANNUAL GENERAL MEETING

Notice of the AGM is set out on pages 15 to 19 of this circular. A form of appointment of proxy (the “Proxy”) for use at the AGM is despatched with this circular. Whether or not you intend to attend the AGM, you are requested to complete the Proxy and return it to the Company’s principal place of business in Hong Kong at Unit 1903-05, 19/F., Nan Fung Tower, 173 Des Voeux Road Central, Hong Kong, not later than 48 hours before the time appointed for the AGM or any adjournment thereof. Completion and return of the Proxy will not preclude you from attending and voting in person at the AGM and at any adjournment thereof if you so wish and, in such event, the form of proxy shall be deemed to be revoked.

7. VOTING BY POLL

All the resolutions set out in the Notice of the AGM would be decided by poll in accordance with the Listing Rules and the Bye-Laws of the Company.

— 5 —

LETTER FROM THE BOARD

On a poll, every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid Share held. A Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy who is entitled to more than one vote need not use all his votes or cast all his votes in the same way.

After the conclusion of the AGM, the poll results will be published on HKExnews, the website of Hong Kong Exchanges and Clearing Limited, at www.hkexnews.hk and the website of the Company at www.upi.com.hk and at www.irasia.com/listco/hk/upi. The result of the poll shall be deemed to be a resolution of the meeting at which the poll was demanded or required.

8. RECOMMENDATION

The Directors consider that the proposed granting to the Directors of the Issue Mandate, Repurchase Mandate and extension of the Issue Mandate, and the re-election of retiring directors are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend that Shareholders vote in favour of the relevant resolutions as set out in the notice of the Annual General Meeting.

Yours faithfully, For and on behalf of the Board of Directors of UNITED PACIFIC INDUSTRIES LIMITED David H Clarke Chairman

— 6 —

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide certain information to you for your consideration of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, there was a total of 991,852,107 Shares in issue. Subject to the passing of the ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of AGM, the Directors would be authorised under the Repurchase Mandate to repurchase a maximum of 99,185,210 Shares during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the end of the period within which the Company is required by the Companies Act or the Bye-Laws to hold its next annual general meeting; and (iii) the date of revocation or variation of the Repurchase Mandate by an ordinary resolution of Shareholders in general meeting prior to the next annual general meeting of the Company.

2. REASONS FOR REPURCHASE MANDATE

The Directors believe that the Repurchase Mandate will provide the Company the flexibility to make such repurchases when appropriate and beneficial to the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be financed entirely from the funds legally available for such purposes in accordance with the Company’s Memorandum of Association and Bye-Laws, the applicable laws of Bermuda and the Listing Rules.

There might be a material adverse impact on the working capital or gearing position of the Company in the event that the Repurchase Mandate is exercised in full as compared with the position disclosed in the latest published audited accounts for the year ended 30 September 2011. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. DIRECTORS AND THEIR ASSOCIATES

To the best of the knowledge and belief of the Directors, having made all reasonable enquiries, none of the Directors nor any of their associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.

— 7 —

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

The Company has not been notified by any connected person (as defined in the Listing Rules) that such a person has a present intention to sell any Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and all applicable laws of Bermuda, and in accordance with the Company’s Memorandum of Association and the Bye-Laws.

6. TAKEOVERS CODE CONSEQUENCES

If, as a result of a repurchase of Shares, a Shareholder ’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition pursuant to Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the interest of the Shareholder (and concerted parties, if any), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, the following persons held 10% or more of the issued share capital of the Company:

				If Repurchase
				Mandate is exercised
				fully, approximate
				current percentage
		Number of Shares	Approximate	will increase to
Name		currently held	Current Percentage	approximately
Chim	Pui Chung(1)	271,000,000	27.32%	30.36%
Brian	C Beazer(2)	207,267,049	20.90%	23.22%

Notes:

1. Mr. Chim Pui Chung is the beneficial owner of 150,000,000 Shares, and 121,000,000 Shares are held by Golden Mount Limited, the entire share capital of which is beneficially owned by Mr. Chim.

2. Mr. Brian C Beazer is the beneficial owner of 576,000 Shares. These are aggregated with the Shares held by B C Beazer Asia Pte Ltd, a company in which Mr. Beazer has a 50% equity interest.

In the event that the Directors exercise the power in full to repurchase Shares pursuant to the Repurchase Mandate, the interest of the above persons in the issued share capital of the Company would be increased respectively as shown above. Such increase would give rise to an obligation of Mr. Chim Pui Chung to make a mandatory offer under Rule 26 of the Takeovers Code.

— 8 —

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

7. SHARE REPURCHASES MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, no Shares had been repurchased by the Company, whether on the Stock Exchange or otherwise.

8. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous 12 months preceding the Latest Practicable Date:

								**Per **	Share
							Highest		Lowest
							HK$		HK$
2010
December							0.340		0.300
2011
January							0.350		0.300
February							0.310		0.250
March							0.305		0.232
April							0.270		0.235
May							0.295		0.246
June							0.285		0.222
July							0.285		0.235
August							0.280		0.213
September							0.247		0.191
October							0.229		0.171
November							0.215		0.185
December	(up	to	the	Latest	Practicable	Date)	0.230		0.190

— 9 —

APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The followings are particulars of the directors who will retire from office, all of whom, being eligible, offer themselves for re-election at the AGM:

Executive Directors

Mr. David H Clarke , aged 70, was appointed Chairman on 30 June 2010 and has been a Director since 2004. Mr. Clarke had previously served as a Non-executive Director of the Company from July 1996 to July 1998. Mr. Clarke served as a member of the Compensation Committee for the period from 30 June 2010 to 30 September 2010. Mr. Clarke was previously Chairman and Chief Executive Officer of Jacuzzi Brands, Inc (“Jacuzzi”), listed on the New York Stock Exchange from 1995 until his retirement in September 2006. Prior to joining Jacuzzi, Mr. Clarke was Vice Chairman and a director of Hanson plc, a major international diversified company listed on the London Stock Exchange. Mr. Clarke also serves on the board of Fiduciary Trust Company International, a money manager, which is a subsidiary of New York Stock Exchange-listed Franklin Resources, Inc. Mr. Clarke currently is Chief Executive Officer of GSB Holdings, Inc., a subsidiary of his family’s private business engaged in real estate development and investments.

Save as disclosed above, Mr. Clarke did not hold any other directorships in public listed companies in Hong Kong or overseas in the last three years.

With respect to Mr. Clarke’s directorship with the Company, there is no service contract or specific length or proposed length of service except that his directorship is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-Laws.

Mr. Clarke receives a director ’s fee in respect of his directorship of US$99,600 (approximately HK$776,299) per annum which is determined by the Board with reference to his responsibilities and duties within the Company and discretionary bonus as approved by the Compensation Committee of the Board from time to time, with reference to the performance of the Company. Mr. Clarke received director’s emoluments in the total sum of HK$1,244,299 for the year ended 30 September 2011.

Mr. Clarke does not have any relationship with any director, senior management or substantial or controlling shareholders of the Company.

— 10 —

APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, the interests of Mr. Clarke in the Shares or underlying Shares which are required to be disclosed pursuant to Part XV of the SFO are as follows:

Shares:

		Percentage
		interest in the
		Company’s issued
Capacity	Number of Shares	share capital
Interest in a controlled corporation	8,313,200	0.84%

Note: These shares are held by GSB Holdings, Inc. Mr. David H Clarke has a 61.4% equity interest in Great South Beach Improvement Co., which has a beneficial interest in the entire issued share capital of GSB Holdings, Inc.

Underlying Shares:

				No. of Shares
				Underlying
Capacity		Date of grant	Exercise price	Options
			HK$
Beneficial	Owner	28.9.2004	0.193	1,030,331
Beneficial	Owner	20.12.2004	0.198	875,780
Total				1,906,111

There is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Clarke that need to be brought to the attention of the Shareholders.

Mr. Henry W Lim , aged 60, was re-designated as an Executive Director and was appointed Chief Executive Officer of the Company on 30 June 2010. Mr. Lim has previously served as an Independent Non-executive Director of the Company from September 2004 to June 2010 and was the Chairman of the Audit Committee as well as a member of the Compensation Committee and the Nominating and Corporate Governance Committee during the period. Mr. Lim was a director and the Chief Financial Officer of Morrison Express Corporation, based in Taiwan, from February 2000 to May 2009. He is a Certified Public Accountant and is a fellow of the Institute of Certified Public Accountants of Singapore, a fellow of CPA Australia as well as a fellow of the Association of Chartered Certified Accountants. He holds a Bachelor of Commerce (Honors) degree in Accounting (Silver Medal winner) from the Nanyang University of Singapore and has over 30 years’ experience in professional audit, financial/accounting and international management. He has held senior financial management positions with various companies, including 15 years with Fritz Companies, Inc., a former NASDAQ-listed company, where he rose through the ranks to become Director of Finance for International Operations.

— 11 —

APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, Mr. Lim did not hold any other directorships in public listed companies in Hong Kong or overseas in the last three years.

Mr. Lim has a service contract with the Company in respect of his appointment as Chief Executive Officer and has no specific length or proposed length of service with the Company except that his directorship is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. Mr. Lim receives a salary and allowance of HK$2,676,000 per annum which is determined by the Board with reference to his responsibilities and duties within the Company and discretionary bonus as approved by the Compensation Committee of the Board from time to time, with reference to the performance of the Company. Mr. Lim received director’s emoluments in the total sum of HK$3,768,000 for the year ended 30 September 2011.

Mr. Lim does not have any relationship with any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Lim did not have any interest in the Company’s shares within the meaning of Part XV of the SFO.

There is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Lim that need to be brought to the attention of the Shareholders.

Mr. Patrick J Dyson , aged 55, was appointed Chief Financial Officer of the Company in February 2007 and was appointed a Director in April 2008. Prior to his appointment, Mr. Dyson had been Chief Financial Officer of Spear & Jackson, Inc. since October 2004. He qualified as a member of the Institute of Chartered Accountants in England and Wales in 1982 and worked in public practice until joining Spear & Jackson plc in 1991, where he has occupied a number of senior corporate financial roles within the Group. From April 1995 to July 2001 Mr. Dyson was Group Chief Accountant and from August 2001, until his appointment as Chief Financial Officer in October 2004, he was Group Financial Controller. He holds a BA in English and an MA in Linguistics, both from the University of Leeds, England.

Save as disclosed above, Mr. Dyson did not hold any other directorships in public listed companies in Hong Kong or overseas in the last three years.

Mr. Dyson has a service contract with S&J, a wholly-owned subsidiary of the Company, for an indeterminate period, although this can be terminated within one year without payment of compensation other than statutory compensation. Mr. Dyson receives a salary and other benefits of £115,101 (HK$1,399,628) per annum plus a variable bonus based on the results and performance of S&J. Mr. Dyson’s compensation package is determined with reference to his responsibilities and duties within the Group and benchmarked against the market rate for similar positions. Mr. Dyson received director’s emoluments in the total sum of £126,601 (HK$1,576,193) for the year ended 30 September 2011. There is no specific length or proposed length of service of Mr. Dyson with the Company except that Pursuant to the Bye-Laws, Mr. Dyson is subject to retirement by rotation and re-election at the annual general meeting of the Company.

— 12 —

APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Dyson does not have any relationship with any director, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, the interests of Mr. Dyson in the Shares or underlying Shares which are required to be disclosed pursuant to Part XV of SFO are as follows:

Shares:

			Percentage
			interest in the
			Company’s
		Number of	issued share
Capacity		Shares	capital
Beneficial	owner	2,290,212	0.23%

There is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Dyson that need to be brought to the attention of the Shareholders.

Independent Non-executive Director

Dr. Wong Ho Ching, Chris , aged 64, has been an Independent Non-executive Director of the Company since March 1994. Dr. Wong serves as Chairman of the Nominating and Corporate Governance Committee and is also a member of the Audit Committee and since 30 June 2010, a member of the Compensation Committee. He is now the council member of the Chinese Mechanical Engineering Society, China. He specialises in Industrial Engineering, Technology Transfer and Corporate Management. He has been a consultant for the United Nations Educational, Scientific and Cultural Organisation and received a Fellow Award from the US Institute of Industrial Engineers for his professional leadership and outstanding contributions to Industrial Engineering. Dr. Wong holds a PhD in management engineering from Xian Jiao Tung University. He has been a member of the First Hong Kong Special Administrative Region Election Committee and member of the first and second Hong Kong Special Administration Region Selection Committee.

Dr. Wong did not hold any other directorships in public listed companies in Hong Kong or overseas in the last three years.

Dr. Wong does not have any service contract with the Company. Dr. Wong receives a director ’s fee of HK$180,000 per annum which is determined by the Board with reference to his responsibilities and duties within the Company and also to the remuneration benchmark in the market for independent non-executive directors of other companies listed on the Stock Exchange. Dr. Wong received director’s emoluments in the total sum of HK$180,000 for the year ended 30 September 2011.

Dr. Wong who was re-elected as an Independent Non-executive Director at the last annual general meeting for a one-year term until the next annual general meeting, will retire at the AGM, and being eligible, offers himself for re-election pursuant to Bye-Law 111(A) of the Bye-Laws. As Dr. Wong has been an independent non-executive director since 1994, the re-election of Dr. Wong is

— 13 —

APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

subject to a separate resolution to be approved by the Shareholders in compliance with Provision A.4.3 of the Recommended Best Practices in the Corporate Governance Code. Notwithstanding that Dr. Wong has served the Company continuously since 1994, the Board is satisfied that Dr. Wong is a person of integrity and stature, independent in character and judgment. He is independent of management and free from any business or other relationships or circumstances which could materially interfere with the exercise of his independent judgment. Consequently, the Board recommends the re-election of Dr. Wong as an Independent Non-executive Director at the AGM.

Dr. Wong does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Dr. Wong was not interested or deemed to be interested in any Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

There is no information to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Dr. Wong that need to be brought to the attention of the Shareholders.

— 14 —

NOTICE OF ANNUAL GENERAL MEETING

==> picture [42 x 42] intentionally omitted <==

==> picture [168 x 84] intentionally omitted <==

Website: www.irasia.com/listco/hk/upi

NOTICE IS HEREBY GIVEN that the Annual General Meeting of United Pacific Industries Limited (the “Company”) will be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 27 March 2012 at 9:30 a.m. for the following purposes:

1. To receive and consider the Audited Financial Statements and the Reports of the Directors and of the Auditors for year ended 30 September 2011.

2. To re-elect the following directors:

3. a. Mr. David H Clarke as Executive Director;

4. b. Mr. Henry W Lim as Executive Director;

5. c. Mr. Patrick J Dyson as Executive Director;

6. d. Dr. Wong Ho Ching, Chris as Independent Non-executive Director for a one-year term until the next annual general meeting.

7. To authorise the Board of Directors to fix the remuneration of the Directors.

8. To re-appoint BDO Limited as the Company’s auditors and to authorise the Board of Directors to fix their remuneration.

9. As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT

• (a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional ordinary shares of HK$0.10 each in the capital of the Company and to make or grant offers, agreements and options (including but not limited to bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

— 15 —

NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options (including but not limited to bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of the shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (a) above otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company; or (iii) any option scheme or similar arrangement for the time being adopted for the grant or issue to Directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company pursuant to the Bye-Laws of the Company; or (v) a specific authority granted or to be granted by the Shareholders in general meeting, shall not exceed 20 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution and the approval in paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purposes of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws of the Company or any applicable laws to be held; and

• (iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong).”

— 16 —

NOTICE OF ANNUAL GENERAL MEETING

1. As special business to consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase ordinary shares of HK$0.10 each in the capital of the Company on The Stock Exchange of Hong Kong Limited or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or of any other stock exchange, as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the shares of the Company which the Directors of the Company are authorised to repurchase pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution; and

• (c) for the purposes of this Resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws of the Company or any applicable laws to be held; and

• (iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.”

— 17 —

NOTICE OF ANNUAL GENERAL MEETING

1. As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT conditional upon the passing of Ordinary Resolutions No. 5 and No. 6 as set out in the notice convening this Meeting, the general mandate granted to the Directors of the Company to allot, issue and deal with additional shares in the capital of the Company pursuant to Ordinary Resolution No. 5 set out in the notice convening this Meeting be and is hereby extended by the addition thereto an amount representing the aggregate nominal amount of the shares of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution No. 6 set out in the notice convening this Meeting provided that such amount shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”

By Order of the Board UNITED PACIFIC INDUSTRIES LIMITED David H Clarke Chairman

Hong Kong, 22 December 2011

Registered Office: Clarendon House Church Street Hamilton HM11 Bermuda

Principal Place of Business in Hong Kong: Unit 1903-05

19/F., Nan Fung Tower 173 Des Voeux Road Central Hong Kong

Notes:

1. Any member entitled to attend and vote at the meeting is entitled to appoint one or 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 together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s principal place of business in Hong Kong at Unit 1903-05, 19/F., Nan Fung Tower, 173 Des Voeux Road Central, Hong Kong not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

3. For determining the entitlement to attend and vote at the Annual General Meeting, the register of members will be closed from Friday, 23 March 2012 to Tuesday, 27 March 2012, both days inclusive. During this period, no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Branch Share Registrar in Hong Kong, Tricor Secretaries Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:00 p.m. on Thursday, 22 March 2012.

— 18 —

NOTICE OF ANNUAL GENERAL MEETING

1. The Executive Directors of the Company as at the date of this notice are Mr. David H Clarke, Mr. Simon N Hsu, Mr. Henry W Lim and Mr. Patrick J Dyson; the Non-executive Directors are Mr. Chan Kin Sang and Mr. Liu Ka Lim; and the Independent Non-executive Directors are Mr. Robert B Machinist, Mr. Ramon S Pascual and Dr. Wong Ho Ching, Chris.

— 19 —