This notice is the Securities Act (Richina Pacific Limited) Exemption Notice 2008.

This notice comes into force on the day after the date of its notification in the Gazette.

This notice expires on the close of 30 November 2009.

(1) In this notice, unless the context otherwise requires,—

(2) Any term or expression that is defined in the Act or the Regulations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations.

Newco and every person acting on its behalf are exempted from the following provisions in respect of the offer of equity securities in connection with the amalgamation:

• (a) section 37 of the Act; and

• (b) section 37A(1)(a) of the Act; and

• (c) regulation 12(1) of the Regulations, to the extent necessary to permit an advertisement that refers to the amalgamation to refer to the amount of assets, net assets, or liabilities of the company, the RPL group, REH, REH (SLC), or a division as set out in any of the statements or reports referred to in clause 6(a)(iii) to (vii); and

• (d) regulation 23(1)(b) of the Regulations, to the extent necessary to permit an advertisement that refers to the amalgamation to—

  • (i) include a statement of the nature referred to in clause 6(a)(ii); and

  • (ii) describe the rationale for, and the consequences, advantages, and disadvantages of, the company ceasing to be listed on the NZSX, and neither Newco nor any securities issued by Newco in connection with the amalgamation being listed or quoted on the NZSX or any other stock exchange.

The exemption in clause 5(a) is subject to the conditions that—

• (a) the investment statement contains all material information about the amalgamation, including—

  • (i) the information specified in clauses 1 to 7, 14 to 21, 39, and 40 of Schedule 1 of the Regulations (with all necessary modifications and, in particular, as if references in those clauses to the registered prospectus were references to the investment statement, and references to the specified date were references to the date of the investment statement), except that no information specified in clauses 15(4)(g) and (h) and 16(2)(h) and (i) of Schedule 1 of the Regulations is required in relation to the amalgamation; and

  • (ii) a prominent statement to the effect that as a result of the amalgamation, the company will cease to be listed on the NZSX, and neither Newco nor any securities issued by Newco in connection with the amalgamation will be listed or quoted on the NZSX or any other stock exchange, and that as a consequence shareholders may have difficulty disposing of their Newco shares following the amalgamation taking place; and

  • (iii) a copy of the audited financial statements of the company and the RPL group for the period ending 31 December 2007 and a statement by the directors of the company with respect to the balance sheet included in those financial statements of the nature required by clause 41 of Schedule 1 of the Regulations (with all necessary modifications and, in particular, as if references in that clause to the issuing group were references to the RPL group, and references to the specified date were references to the date of the investment statement); and

  • (iv) a copy of the audited financial statements of REH for the period ending 31 December 2007 and a statement by (or on behalf of) the directors of REH with respect to the statement of financial position included in those financial statements of the nature required by clause 41 of Schedule 1 of the Regulations (with all necessary modifications and, in particular, as if references in that clause to the issuing group were references to REH, and references to the specified date were references to the date of the investment statement); and

  • (v) a copy of the audited financial statements of REH (SLC) for the period ending 31 December 2007 and a statement by (or on behalf of) the directors of REH (SLC) with respect to the statement of financial position included in those financial statements of the nature required by clause 41 of Schedule 1 of the Regulations (with all necessary modifications and, in particular, as if references in that clause to the issuing group were references to REH (SLC), and references to the specified date were references to the date of the investment statement); and

  • (vi) a copy of the company's half-year report for the 6-month period ending 30 June 2008 that was prepared for the purpose of Rule 10.5.2 of the NZX Listing Rules; and

  • (vii) pro forma statements of financial performance for each division for the 9-month period ending 30 September 2008, and pro forma statements of financial position for each division as at 30 September 2008, that comply with the requirements of NZ IAS 34 in relation to format and the items presented in the statements; and

• (b) all of the directors of the company are directors of Newco as at the date of the investment statement; and

• (c) no allotment of shares in Newco as part of the amalgamation is made if, at the time of allotment, the investment statement is known by the company, or any director of the company, to be false or misleading in a material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances (whether or not the investment statement became so false or misleading as a result of a change of circumstances that occurred after the date of the investment statement).

The exemption in clause 5(b) is subject to the conditions that—

• (a) the company sends a copy of the investment statement to the recorded address of every shareholder whose name is recorded in the company's share register on 25 November 2008; and

• (b) the company instructs its share registrar to send a copy of the investment statement to any person acquiring shares of the company after 25 November 2008 but before the date of the shareholders' meeting; and

• (c) the company will, on receipt of a request from a shareholder before the date of the shareholders' meeting, send a copy of the investment statement to that shareholder as soon as practicable without charge; and

• (d) any advertisement published by the company in relation to the amalgamation includes a statement that the investment statement is available for shareholders on request and without charge.