Richly Field China Development Limited — Proxy Solicitation & Information Statement 2014

Mar 16, 2014

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

Form of appointment of proxy for the Special General Meeting (“Meeting”) of the Company to be held on 1 April 2014 (and at any adjournment thereof)

I/We[1]

of

being the registered holder(s) of[2]

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

Pacific Industries Limited (the “Company”) HEREBY APPOINT[3]

of

or failing him the Chairman of the Meeting, as my/our proxy to attend, and vote for me/us and on my/our behalf at the Meeting of the Company to be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 1 April 2014 at 9:00 a.m. (and at any adjournment thereof) in respect of the proposed ordinary resolutions as set out in the notice convening the Meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. Unless the context requires otherwise, terms uned in this form of appointment of proxy shall have the same meanings as those defined in the circular of the Company dated 17 March 2014.

ORDINARY RESOLUTIONS[4] FOR[5] AGAINST[5]

1. To approve, confirm and ratify the Framework Deed, the Acquisition Agreement, the Subscription Agreement and the transactions contemplated thereunder including but not limited to the Specific Mandate pursuant to which the Directors are authorised to allot and issue the Subscription Shares, and to authorise any one of the Director(s) (other than Mr. Hsu, Ms. Kelly Lee and Mr. Anthony Lee) to do all such acts and things and execute and where the affixing of the common seal of the Company is required, any two of the Directors (other than Mr. Hsu, Ms. Kelly Lee and Mr. Anthony Lee) or any Director (other than Mr. Hsu, Ms. Kelly Lee and Mr. Anthony Lee) and the company secretary of the Company to execute and affix the common seal of the Company on all such documents which he/they consider(s) necessary, desirable or expedient in connection with the Framework Deed, the Acquisition Agreement, the Subscription Agreement and the transactions contemplated thereunder. 2. To approve, confirm and ratify the Disposal Agreement and the transactions contemplated thereunder, and to authorise any one of the Director(s) (other than Mr. Hsu, Ms. Kelly Lee and Mr. Anthony Lee) to do all such acts and things and execute and where the affixing of the common seal of the Company is required, any two of the Directors (other than Mr. Hsu, Ms. Kelly Lee and Mr. Anthony Lee) or any Director (other than Mr. Hsu, Ms. Kelly Lee and Mr. Anthony Lee) and the company secretary of the Company to execute and affix the common seal of the Company on all such documents which he/they consider(s) necessary, desirable or expedient in connection with the Disposal Agreement and the transactions contemplated thereunder.

Dated this

day of 2014. Signature(s)[6]

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

Notes:

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

2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

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

4. Full text of the resolutions appears in the Notice.

5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTION(S), PLEASE TICK (�) IN THE APPROPRIATE BOX(ES) MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTION(S), PLEASE TICK (�) IN THE APPROPRIATE BOX(ES) MARKED “AGAINST”. If no direction is given, the proxy will vote or abstain as he thinks fit. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

6. 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.

7. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be lodged at the office of the Company’s Hong Kong branch share registrar and transfer office, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be).

8. In case of joint registered holders of any share(s), any one of such persons may vote at the Meeting, either personally or by proxy in respect of such share(s) as if he was solely entitled thereto; but if more than one of such joint holders is present at the Meeting 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.

9. A member entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote on his behalf. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

10. Completion and delivery of this form will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish and in such event, this form of proxy shall be deemed to be revoked.