Richly Field China Development Limited — Proxy Solicitation & Information Statement 2012

Mar 7, 2012

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 licensed securities dealer, 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, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchange 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.

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

AMENDMENTS TO THE SHARE OPTION SCHEME REFRESHMENT OF SHARE OPTION SCHEME LIMIT AND NOTICE OF SPECIAL GENERAL MEETING

A letter from the Board is set out on pages 3 to 7 of this circular. A notice of the SGM to be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 27 March 2012 at 10:30 a.m. (or immediately after the conclusion or adjournment of the Annual General Meeting of the Company which has been convened to be held at the same place and on the same day) is set out on pages 10 to 11 of this circular. A form of proxy for use by the Shareholders at the SGM is enclosed. Whether or not you intend to attend and vote at the SGM in person, please complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the Company, at Unit 1903-05, 19/F, Nan Fung Tower, 173 Des Voeux Road Central, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM, or any adjournment thereof, should you so wish.

8 March 2012

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
PROPOSED AMENDMENTS TO THE SHARE OPTION SCHEME . . . . . . . . . . . . . . . . .	4
PROPOSED REFRESHMENT OF SHARE OPTION SCHEME LIMIT . . . . . . . . . . . . . . .	4
GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
DOCUMENTS AVAILABLE FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX — PROPOSED AMENDMENTS TO THE SHARE OPTION SCHEME . . . . . .	8
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

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DEFINITIONS

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

“Board” the Board of Directors of the Company “Company” United Pacific Industries Limited, a company incorporated in Bermuda, whose shares are listed on the Main Board of the Stock Exchange “Director(s)” the director(s) of the Company “Executive” has the same meaning as ascribed to it under the Share Option Scheme, that is any senior employee of the Company or its subsidiaries selected by the Compensation Committee of the Company to participate in the Share Option Scheme “Executive Director” has the same meaning as ascribed to it under the Share Option Scheme, being a director of the Company or its subsidiaries, as the case may be, who performs an executive function “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 “Latest Practicable Date” 5 March 2012, 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 “Non-executive Director” a director of the Company or its subsidiaries, as the case may be, who does not perform an executive function, including the independent non-executive director “Participants” persons eligible to participate in the Share Option Scheme pursuant to Rule 5 thereof “SGM” the special general meeting of the Company to be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on 27 March 2012 to consider and, if thought fit, approve the proposed amendments to the Share Option Scheme “Share Option Scheme” the share option scheme of the Company adopted by resolution of the Shareholders on 30 August 2004

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	DEFINITIONS
“Share Option Scheme Limit”	the maximum number of Shares which may be issued upon the
	exercise of all share options granted or to be granted under the
	Share Option Scheme and any other share option scheme(s) of
	the Company, being 5% of the total number of Shares in issue
	on the date of passing of the relevant resolution approving
	such limit
“Share(s)”	the ordinary shares of HK$0.10 each in the share capital of
	the Company
“Shareholder(s)”	the registered holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

8 March 2012

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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)

Principal Place of Business in Hong Kong: Unit 1903-05 19/F., Nan Fung Tower 173 Des Voeux Road Central Hong Kong

Non-executive Directors:

Mr. Chan Kin Sang Mr. Liu Ka Lim

Registered Office: Clarendon House, Church Street Hamilton HM11 Bermuda

Independent Non-executive Directors:

Mr. Robert B Machinist Mr. Ramon S Pascual

Dr. Wong Ho Ching, Chris

To: the Shareholders

Dear Sir or Madam,

AMENDMENTS TO THE SHARE OPTION SCHEME REFRESHMENT OF SHARE OPTION SCHEME LIMIT AND NOTICE OF SPECIAL GENERAL MEETING

The Board proposes to amend certain provisions of the Share Option Scheme to include the employees of the Group and the Non-executive Directors as participants eligible to participate in the Share Option Scheme.

Pursuant to note (2) to Rule 17.03(18) of the Listing Rules, any alterations to the terms the Share Option Scheme which are of a material nature must be approved by the Shareholders, unless where the alterations take effect automatically under the existing terms of the scheme. As none of the proposed amendments will take effect automatically under the existing terms of the Share Option Scheme, resolutions will be proposed to the Shareholders to amend the terms of the Share Option Scheme.

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LETTER FROM THE BOARD

The Board also proposes to refresh the Share Option Scheme Limit so that the Company may grant options up to 5% of the total number of Shares in issue as at the date of the SGM. Pursuant to Rule 17.03(3) of the Listing Rules, the Company may seek approval by its Shareholders in general meeting for “refreshing” the Share Option Scheme Limit.

The purpose of this circular is to provide Shareholders with further information on the proposed amendments to the Share Option Scheme and refreshment of the Share Option Scheme Limit, and to give Shareholders notice of the SGM to consider and, if thought fit, to approve the above proposals.

PROPOSED AMENDMENTS TO THE SHARE OPTION SCHEME

Background

The Company adopted the Share Option Scheme on 30 August 2004. Pursuant to the existing terms of the Share Option Scheme, only Executives and Executive Directors are eligible to participate in the Share Option Scheme.

The purpose of the Share Option Scheme is to provide incentives to contribute to, and to recognize and reward the contribution made to, the success and development of the Group, as well as to enable the Group to recruit and retain high-calibre employees and directors that are valuable to the Group.

Proposed Amendments

It is proposed the existing provision in the Share Option Scheme in relation to the eligibility of Participants be amended to include the employees of the Group and the Non-executive Directors, and a number of consequential amendments be made to the other provisions of the Share Option Scheme as a result of such proposed change. Details of, and explanations for, the proposed amendments are set out in the Appendix to this circular.

Apart from the above proposed amendments, all other existing terms of the Share Option Scheme will remain unchanged.

Reasons for the Amendments

The amendments to the Share Option Scheme are proposed as part of a review of the Group’s remuneration system. The Board considers that the proposed inclusion of the employees of the Group and the Non-executive Directors as Participants under the Share Option Scheme would induce and incentivize the employees, executives and directors of the Group to contribute to the growth, development and success of the Group and to allow the Company to reward such contribution accordingly.

PROPOSED REFRESHMENT OF SHARE OPTION SCHEME LIMIT

Background

The Board also proposes to seek the approval of the Shareholders to refresh the Share Option Scheme Limit. Pursuant to Rule 17.03(3) of the Listing Rules, the Company may seek approval by its

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LETTER FROM THE BOARD

Shareholders in general meeting for “refreshing” the Share Option Scheme Limit. However, the total number of Shares which may be issued upon exercise of all options to be granted under all of the schemes of the Company (or its subsidiaries) under the limit as “refreshed” must not exceed 5% of the Shares in issue as at the date of approving refreshment of the limit. Options previously granted under the Share Option Scheme (including those exercised, outstanding, cancelled or lapsed in accordance with the terms of the Share Option Scheme) will not be counted for the purpose of calculating the limits as “refreshed”. The limit on the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other schemes must not exceed 30% of the Shares of the Company (or its subsidiaries) in issue from time to time. No options may be granted under any schemes of the Company (or it subsidiaries) if this will result in the limit being exceeded.

The share option scheme limit under the Share Option Scheme was refreshed at the annual general meeting of the Company held on 28 July 2006, pursuant to which the Directors were authorised to grant options to subscribe for up to a maximum number of 27,852,920 Shares, which represented 5% of the then total issued share capital of the Company. Subsequent to completion of the acquisition of Jade Precision Engineering Pte Ltd. and Alford Industries Ltd. in July 2008 and January 2009 respectively and the issue of consideration Shares pursuant thereto, and the bonus issue of Shares in August 2008 and the rights issue of Shares in August 2009, the total issued share capital of the Company has been enlarged to 991,852,107 Shares and the Share Option Scheme Limit has been adjusted to 35,031,217 Shares, representing approximately 3.53% of the total issued share capital of the Company as at the Latest Practicable Date. As of the Latest Practicable Date, the Company had 11,817,882 Options vested and unexercised and 35,031,217 Options available for grants.

Proposed Refreshment

The Board proposes to refresh the Share Option Scheme Limit. As at the Latest Practicable Date, the total number of Shares in issue was 991,852,107. If refreshed, the Company may grant share options up to 5% of the total number of Shares in issue as at the date of the SGM. Options previously granted under the Share Option Scheme (including those exercised, outstanding, cancelled or lapsed in accordance with the terms of the Share Option Scheme) will not be counted for the purpose of calculating the Share Option Scheme Limit as refreshed. Based on the total number of Shares in issue as at the Latest Practicable Date, and assuming such total number of Shares in issue remains unchanged on the date of the SGM, the refreshed Share Option Scheme Limit will be 49,592,605 Shares.

Reasons for the Refreshment

The Board believes that it is in the interest of the Company and its shareholders as a whole to refresh the Share Option Scheme Limit to allow further share options to be granted so as to provide incentives to, and to reward the contribution of, the enlarged group of eligible participants under the Share Option Scheme.

GENERAL

Pursuant to note (2) to Rule 17.03(18) of the Listing Rules, any alterations to the terms and conditions of the Share Option Scheme which are of a material nature must be approved by the

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LETTER FROM THE BOARD

Shareholders, unless where the alterations take effect automatically under the existing terms of the scheme. As none of the proposed amendments will take effect automatically under the existing terms of the Share Option Scheme, the proposed amendments to the Share Option Scheme will be subject to approval by the Shareholders at the SGM.

The refreshment of the Share Option Scheme Limit is conditional upon:

• (a) the Shareholders passing an ordinary resolution to approve the refreshment of the Share Option Scheme Limit at the SGM; and

• (b) the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of any options granted under the refreshed limit which shall not exceed 5% of the issued share capital of the Company at the date of approval of such refreshment.

No shareholder is required to abstain from the voting on any of the ordinary resolutions to be proposed at the SGM.

Application will be made to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Shares (representing a maximum of 5% of the Shares in issue at the date of the SGM) that may fall to be issued upon the exercise of any options that may be granted under the Share Option Scheme and any other share option scheme(s) of the Company.

SGM

A notice of the SGM is set out on pages 10 to 11 of this circular.

A form of proxy for the SGM is enclosed herewith. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete the form of proxy and return it to the Company at Unit 1903-05, 19/F, Nan Fung Tower, 173 Des Voeux Road Central, Hong Kong in accordance with the instructions printed thereon as soon as practicable but in any event no later than 48 hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM, or any adjournment thereof, in person should you so wish.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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LETTER FROM THE BOARD

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection 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 during normal business hours on any weekdays, except public holidays, from the date of this circular up to and including the date of the SGM:

• (a) the memorandum of association and bye-laws of the Company;

• (b) the Share Option Scheme and the revised Share Option Scheme; and

• (c) this circular.

RECOMMENDATION

For the reasons stated in this letter, the Board considers that the proposed amendments to the Share Option Scheme and refreshment of the Share Option Scheme Limit are in the interest of the Company and its Shareholders as a whole and accordingly recommends the Shareholders to vote in favour of the ordinary resolutions proposed at the SGM. Your attention is also drawn to the additional information set out in the appendix to this circular.

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

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APPENDIX PROPOSED AMENDMENTS TO THE SHARE OPTION SCHEME

The amendments proposed to be made to the Share Option Scheme are set out in this Appendix. For ease of reference, the text of the relevant provisions of the Share Option Scheme are reproduced below, with proposed deletions struck through and proposed additions underlined. A copy of the revised Share Option Scheme is available for inspection, as referred to on page 7 of this Circular.

Eligibility of Participants

It is proposed that Rule 5.1 be amended to include the Non-executive Directors and the employees of the Group:

• 5.1 Subject to Rule 5.2 below, the following persons shall be eligible to participate in the Scheme, provided they are over 21 years old, at the absolute discretion of the Board, upon the recommendation of the Committee:

• (i) Executives; ~~and~~

• (ii) Executive Directors;

• (iii) Non-executive Directors; and

(iv) employees of the Group (whether full time or part time).

Definitions

It is proposed that two new definitions be added accordingly:

“Director” an Executive Director or a Non-executive Director

“Non-executive Director” a director of the Company or its subsidiaries, as the case may be, who does not perform an executive function, including an independent non-executive director

Purpose of the Scheme

It is proposed Rule 3.1 be amended to align with the above proposed amendments:

• 3.1 The Scheme is a share incentive scheme. The purpose of the Scheme is to recognize and reward Participants who have contributed to the success and development of the Group, to provide incentives to Participants to contribute to the Group, and to enable the Group to recruit and retain high-calibre employees and ~~executive directors~~ Directors that are valuable to the Group. The Scheme will give Participants an opportunity to have a real and personal direct interest in the Company and to align the interests of Participants with those of the Shareholders.

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APPENDIX PROPOSED AMENDMENTS TO THE SHARE OPTION SCHEME

Options to Connected Persons

As one of consequential changes, it is proposed that Rule 8.1 be amended as follows:

• 8.1 Options to be offered under this Scheme to any Participant who is also ~~an Executive~~ a ~~d~~ Director, chief executive officer, Substantial Shareholder of the Company or any of their respective associates shall require the prior approval of independent non-executive directors of the Company (excluding independent non-executive director who is the Grantee).

Rights on Termination of Employment, Death or Disability

Another consequential change proposed to be made is to Rule 16.6 as follows:

• 16.6 If ~~an Executive~~ Director resigns or is terminated from his office as director or is not re-elected by Shareholders, for any reason whatsoever, the Board, on the recommendation of the Committee, at its absolute discretion, may allow him to exercise the whole or any part of unvested or unexercised Options he then holds within such period commencing at any time after the date of termination of his office as director (notwithstanding that such commencement date falls on a date prior to the first day of the applicable Exercise Period relating to such Options) and ending before the expiry of the Exercise Period in respect of such Options, and upon expiry of such period, the Options shall lapse.

Acceptance Form

It is proposed that the information box to be completed on the Acceptance Form be amended to include the reference to the Non-executive Director as follows:

	Eligibility of Participants under the Scheme:	Employee/Executive/Executive Director/ Non-executive Director (delete as appropriate) HK$[●]
	Closing Date for Acceptance of Offer:
	Number of Shares Offered:
	Subscription Price per Share:

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NOTICE OF SGM

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

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special 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 10:30 a.m. (or immediately after the conclusion or adjournment of the Annual General Meeting of the Company which has been convened to be held at the same place and on the same day) for the purpose of considering and, if thought fit, passing (with or without modification) the following resolution as ordinary resolution of the Company (the “ SGM ”):

ORDINARY RESOLUTIONS

1. “ THAT ” with immediate effect:

2. (a) the proposed amendments to the terms of the share option scheme adopted by the Company on 30 August 2004 (the “ Share Option Scheme ”) as set out in the revised share option scheme, a copy of which is tabled at the meeting and marked “ A ” and initialed by the chairman of the meeting for identification purpose, be and are hereby approved and confirmed; and

3. (b) any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to do all such acts or things and to execute and enter into all documents and arrangements as may be necessary or expedient for the purpose of, or in connection with, the implementation of the amendments to the “ Share Option Scheme.”

4. “ THAT ” subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the shares with a nominal value of HK$0.10 each in the capital of the Company to be issued pursuant to the exercise of options which may be granted under the Share Option Scheme and any other share option scheme(s) as may from time to time be adopted by the Company:

5. (a) approval be granted for the refreshment of the general limit in respect of the grant of options to subscribe for shares of the Company under the Share Option Scheme provided that (i) the total number of shares in respect of which options may be granted under the Share Option Scheme and any other share option scheme(s) of the Company shall not exceed 5% of the total number of shares of the Company in issue at the date of passing this

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NOTICE OF SGM

resolution; and (ii) options previously granted under the Share Option Scheme (including those exercised, outstanding, cancelled or lapsed in accordance with the terms of the Share Option Scheme) will not be counted for the purpose of calculating the 5% refreshed limit; and

• (b) the directors of the Company be authorised to offer or grant options pursuant to the Share Option Scheme within the 5% refreshed limit and to exercise all powers of the Company to allot and issue shares upon the exercise of such options.”

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

Hong Kong, 8 March 2012

Notes:

1. Any member entitled to attend and vote at the SGM 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. Proxy forms for use at the SGM are sent to members together with this circular. The same can be downloaded from the website of Hong Kong Exchange and Clearing Limited or the website www.irasia.com/listco/hk/upi/.

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 SGM or any adjournment thereof.

3. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should you so wish, and in such an event, the form of proxy shall be deemed to be revoked.

4. For determining the entitlement to attend and vote at the SGM, 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 SGM, 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.

5. At the meeting (or at any adjournment thereof), the chairman of the meeting will exercise his power under Bye-law 73 of the Bye-laws of the Company to put the above resolution to the vote by way of a poll as required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The poll results will be published on the website of Hong Kong Exchanges and Clearing Limited or the website www.irasia.com/listco/hk/upi/ on 28 March 2012.

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