IRC Limited — AGM Information 2015

May 5, 2015

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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other appropriate independent professional adviser.

If you have sold or transferred all your shares in IRC Limited (the ‘‘Company’’), you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

A Chinese translation of this document may be obtained from the Company’s Hong Kong share registrar at the address set out below.

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.

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(a company incorporated in Hong Kong with limited liability)

(Stock code: 1029)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTOR AND

NOTICE OF ANNUAL GENERAL MEETING

Notices convening the Annual General Meeting to be held at the Admiralty Conference Centre 1804, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong at 2:30 p.m. on Thursday, 4 June 2015 (‘‘AGM’’) are set out on pages 10 to 14 of this circular. Whether or not you intend to be present at the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Hong Kong share registrar of the Company, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 48 hours before the time fixed for holding the relevant meeting or any adjournment thereof. Completion and delivery of the form of proxy will not prevent you from attending, and voting at, the relevant meeting or any adjournment thereof if you so wish.

5 May 2015

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
APPENDIX I — EXPLANATORY STATEMENT FOR
THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II — DETAILS OF THE DIRECTOR PROPOSED TO BE
RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

– i –

DEFINITIONS

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

‘‘Articles of Association’’ the existing articles of association of the Company, as amended from time to time ‘‘Board’’ the board of Directors ‘‘Company’’ IRC Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange (Stock Code: 1029) ‘‘Directors’’ the directors of the Company ‘‘General Nice’’ General Nice Development Limited, a limited liability company incorporated under the laws of Hong Kong ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Latest Practicable Date’’ 29 April 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular ‘‘Listing Rules’’ The Rules Governing the Listing of Securities on the Stock Exchange ‘‘Minmetals Cheerglory’’ Minmetals Cheerglory Limited, a limited liability company incorporated under the laws of Hong Kong ‘‘PRC’’ The People’s Republic of China ‘‘Share(s)’’ ordinary share(s) of the Company ‘‘Shareholder(s)’’ holder of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

Note: the figures in US$ are converted into HK$ at the rate of US$1 = HK$7.80 throughout this circular for indicative purposes only.

– 1 –

LETTER FROM THE BOARD

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(a company incorporated in Hong Kong with limited liability)

(Stock code: 1029)

Board of Directors: Executive Directors Mr Jay Hambro Mr Yury Makarov

Registered office: 6H, 9 Queen’s Road Central Hong Kong

Non-executive Directors

Mr Simon Murray, CBE, Chevalier de la Légion d’honneur

Mr Cai Sui Xin Mr Liu Qingchun Mr Raymond Woo

Independent Non-executive Directors

Mr Daniel Bradshaw Mr Jonathan Martin Smith Mr Chuang-fei Li

Company Secretary:

Mr Johnny Yuen

5 May 2015

Dear Shareholder,

GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTOR AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders of the Company with requisite information with respect to the resolutions to be proposed at the forthcoming annual general meeting of the Company to be held on Thursday, 4 June 2015 relating to: (1) the grant of a general mandate to repurchase Shares; (2) the grant of a general mandate to issue Shares; and (3) the reelection of the Director of the Company who will retire and, being eligible, has offered himself for re-election at the AGM. Shareholder approval on such proposals will be sought at the AGM.

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 14 May 2014, ordinary resolutions were passed giving general mandates to the Board (i) to repurchase Shares on the Stock Exchange of up to 10% of the number of Shares of the Company in issue as at the date of the passing of the resolution (‘‘Share Repurchase Mandate’’), and (ii) to allot, issue and otherwise deal with additional Shares up to a limit equal to 20% of the number of Shares of the Company in issue as at the date of the passing of the resolution (‘‘Share Issue Mandate’’).

Under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the ‘‘Companies Ordinance’’) and the Listing Rules, these general mandates will lapse at the conclusion of the AGM, unless renewed at that meeting. Resolutions will be proposed at the AGM to renew the mandates to allot or issue new Shares and repurchase Shares. Resolution authorising the extension of the general mandate to the Directors to issue Shares to include the number of shares repurchased (if any) under the Repurchase Mandate as set out in Resolution 6 of the AGM Notice will also be proposed at the AGM.

The purpose of the Share Issue Mandate is to enable the Board to issue additional Shares should that become necessary (for example, in the event that a transaction was required to be completed expeditiously). The 20% limit to the general mandate to issue additional Shares is imposed pursuant to the Listing Rules. No Shares have been repurchased and no Shares have been allotted, issued or otherwise dealt with pursuant to the general mandates approved by Shareholders at last year’s annual general meeting of the Company.

The Board has no present intention to exercise the general mandates to issue additional Shares or repurchase Shares under the ordinary resolution being sought at the AGM to be held on 4 June 2015.

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,859,910,301 Shares.

With reference to the circular of the Company dated 21 February 2013 (the ‘‘General Nice and Minmetals Cheerglory Subscription Circular’’) and as set out in the announcements of the Company published on 30 April 2014, 25 June 2014, 17 November 2014 and 19 December 2014, General Nice Further Subscription Completion did not take place on 25 June 2014 or on 19 December 2014, as the Company did not receive the payment of HK$296,344,400 (US$37,992,872) from General Nice and, as such, the Company has not issued 315,260,000 new Shares to General Nice. General Nice has sought, and the Company (in its sole and absolute discretion) is considering permitting, a further deferral of General Nice Further Subscription Completion. Minmetals Cheerglory’s subscription for 247,300,000 new Shares for a cash consideration of HK$232,462,000 (US$29,802,821) also did not take place on 19 December 2014 and the completion of the Minmetals Cheerglory Subscription is subject to further agreement between the parties. If the General Nice Further Subscription Completion and the Minmetals Cheerglory Subscription Completion take place prior to the AGM, and no further shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the issued share capital

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LETTER FROM THE BOARD

of the Company as at the date of the AGM would be 5,422,470,301 Shares. Accordingly, the Board would be authorised under the Share Issue Mandate to allot and issue up to 1,084,494,060 Shares representing 20% of the number of Shares of the Company in issue as at the date of the AGM. Similarly, the Board would be authorised under the Share Repurchase Mandate to repurchase up to 542,247,030 Shares, representing 10% of the number of Shares of the Company in issue as at the date of the AGM.

If the General Nice Further Subscription Completion and the Minmetals Cheerglory Subscription Completion do not take place prior to the AGM, and no further shares are issued and/ or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the issued share capital of the Company as at the date of the AGM would remain 4,859,910,301 Shares. Accordingly, the Board would be authorised under the Share Issue Mandate to allot and issue up to 971,982,060 Shares representing 20% of the number of Shares of the Company in issue as at the date of the AGM. Similarly, the Board would be authorised under the Share Repurchase Mandate to repurchase up to 485,991,030 Shares, representing 10% of the number of Shares of the Company in issue as at the date of the AGM.

Unless the context otherwise requires, all capitalised terms in the preceding two paragraphs have the same meanings as defined in the General Nice and Minmetals Cheerglory Subscription Circular.

The Board considers that it would be in the interests of the Company and the Shareholders if the Share Repurchase Mandate and the Share Issue Mandate are granted. Accordingly, resolutions will be proposed for these mandates. An explanatory statement giving certain information regarding the resolution for the Share Repurchase Mandate, as required under the Listing Rules, is set out in Appendix I to this circular.

RE-ELECTION OF DIRECTOR

In accordance with Article 101 of the Articles of Association of the Company and for compliance with the Code on Corporate Governance Practices (the ‘‘Code’’) set out in Appendix 14 of the Listing Rules: Mr Chuang-fei Li shall retire (the ‘‘Retiring Director’’), and being eligible, offer himself for re-election.

The particulars of the Retiring Director offering himself for re-election, which are required to be disclosed pursuant to the Listing Rules, are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

A notice convening the AGM to be held at the Admiralty Conference Centre 1804, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong at 2:30 p.m. on Thursday, 4 June 2015 is set out on pages 10 to 14 of this circular.

– 4 –

LETTER FROM THE BOARD

A proxy form for use at the AGM is enclosed, a copy of which can also be obtained via the website of the Stock Exchange. Whether or not you are able to attend the AGM, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending in person and voting at the AGM or any adjourned meeting if you so wish.

Your attention is drawn to the information set out in the appendices to this circular.

RECOMMENDATION

The Directors believe that the grant of the Share Issue Mandate and the Share Repurchase Mandate, and the re-election of Director to be proposed at the AGM are in the best interests of the Company and its shareholders. Accordingly, the Board recommends you to vote in favour of the resolutions to be proposed at the AGM.

By order of the Board G. Jay Hambro Executive Chairman

Hong Kong, People’s Republic of China

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

This Explanatory Statement includes information required under Rule 10.06(1)(b) of the Listing Rules to be given to the shareholders of the Company in connection with the proposed share repurchase mandate to be granted to the Directors.

(a) LISTING RULES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their fully-paid up shares on the Stock Exchange subject to certain restrictions.

(b) SHAREHOLDERS’ APPROVAL

The Listing Rules provide that all on-market share repurchases by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by specific approval of a particular transaction or by a general mandate to the directors of the company to make such repurchases.

(c) EXERCISE OF THE SHARE REPURCHASE MANDATE

As at the Latest Practicable Date, there were 4,859,910,301 Shares in issue.

If the General Nice Further Subscription Completion and the Minmetals Cheerglory Subscription Completion take place as described prior to the AGM, and no further shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the issued share capital of the Company as at the date of the AGM would be 5,422,470,301 Shares. Subject to the passing of the ordinary resolution approving the Share Repurchase Mandate and on the basis that no further Shares are issued other than in accordance with General Nice Further Subscription Completion and Minmetals Cheerglory Subscription Completion and no Shares are repurchased prior to the AGM, the Directors would be authorised under the Share Repurchase Mandate to repurchase a maximum of 542,247,030 Shares, representing 10% of the number of Shares of the Company in issue as at the date of the AGM.

If the General Nice Further Subscription Completion and the Minmetals Cheerglory Subscription Completion do not take place as described prior to the AGM, and no further shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the issued share capital of the Company as at the date of the AGM would remain 4,859,910,301 Shares. Subject to the passing of the ordinary resolution approving the Share Repurchase Mandate and on the basis that no further Shares are issued and no Shares are repurchased prior to the AGM, the Directors would be authorised under the Share Repurchase Mandate to repurchase a maximum of 485,991,030 Shares, representing 10% of the number of Shares of the Company in issue as at the date of the AGM.

(d) REASONS FOR THE REPURCHASE OF SHARES

The Directors believe that the Share Repurchase Mandate is in the best interests of the Company and its shareholders. Repurchases may, depending on the circumstances, result in an increase in net assets value per Share and/or earnings per Share. The Directors are seeking the grant

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

of a general mandate to repurchase Shares to give the Company flexibility to do so if and when appropriate. The timing and the number(s), the price and other terms upon which the Shares are repurchased will be decided by the Directors at the relevant time having regard to the circumstances prevailing at that time.

(e) SOURCE OF FUNDS

Repurchases must be made out of funds which are legally available for such purpose in accordance with all applicable laws of Hong Kong and the Company’s Articles of Association. It is envisaged that the funds required for any repurchase would be derived from the distributable profits of the Company.

There could be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the financial year ended 31 December 2014) in the event that the proposed share repurchases were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the general mandate to such an extent as would, in the circumstances, have a material adverse impact on the working capital of the Company or its gearing position.

(f) SHARE PRICES

The highest and lowest prices at which the Shares had been traded on the Stock Exchange in each of the past twelve months to the Latest Practicable Date were as follows:

	Share Price per share	Share Price per share
	Lowest	Highest
	(HK$)	(HK$)
2014
April	0.730	0.770
May	0.700	0.750
June	0.650	0.730
July	0.650	0.720
August	0.610	0.690
September	0.580	0.670
October	0.580	0.630
November	0.570	0.610
December	0.485	0.580
2015
January	0.470	0.530
February	0.425	0.480
March	0.360	0.470
April (up to the Latest Practicable Date)	0.355	0.590

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

(g) UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong. The Directors have also undertaken not to repurchase any Shares if there is less than a minimum of 25% of the total issued share capital of the Company in public hands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, currently intends to sell the Shares to the Company or its subsidiaries in the event that the Share Repurchase Mandate is approved by the Shareholders.

No core connected person (as defined in the Listing Rules) has notified the Company that it has a present intention to sell Shares to the Company, or has undertaken not to do so in the event that the Company is authorised to make repurchases of Shares.

(h) HONG KONG CODE ON TAKEOVERS AND MERGERS

The Directors are not aware of any consequences which the exercise in full of the Share Repurchase Mandate would have under the Hong Kong Code on Takeovers and Mergers.

(i) SHARES PURCHASED BY THE COMPANY

Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company’s Shares during the six months preceding the Latest Practicable Date.

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DETAILS OF THE DIRECTOR PROPOSED TO BE RE-ELECTED

APPENDIX II

The particulars of the Director proposed to be re-elected at the AGM are as follows:

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr Chuang-fei Li

Mr Chuang-fei Li, 68, is an Independent Non-Executive Director and Chairman of the Audit Committee. Mr Li worked for Bank of China in London as the Deputy General Manager and the Chief Lending Officer with wide responsibilities, including investment and corporate banking, treasury and capital markets, financial institutions coverage, structured finance, aircraft and shipping finance, syndications, retail banking and auditing. Mr Li is a past Fellow of the Asia Centre at Harvard University.

SERVICE AGREEMENT OF THE DIRECTOR

Mr Chuang-fei Li has signed an appointment letter with the Company under which he agreed to act as an Independent Non-Executive Director of the Company with effect from 21 October 2010 for a term of three years. His directorship was extended on 21 October 2013 for a term of three years, unless terminated by either party giving not less than three months’ notice in writing. As at the Latest Practicable Date, Mr Li is entitled to a director’s fee in the amount of US$122,400 per annum.

Notes:

• (1) The interest of the retiring Director in the Shares, if any, within the meaning of Part XV of the SFO as at 31 December 2014 are disclosed in the Directors’ Report contained in the Company’s Annual Report for the year ended 31 December 2014. His interest remains unchanged as at the Latest Practicable Date.

• (2) Save as disclosed above, the retiring Director (a) has not held any directorships in other publicly listed companies, whether in Hong Kong or overseas, during the last three years; (b) does not hold any other positions in the Company and its subsidiaries; and (c) does not have any other relationships with any Directors, senior management or substantial or controlling shareholders of the Company.

• (3) The details of the emoluments of the Directors are contained in the Company’s Annual Report for the year ended 31 December 2014.

• (4) The Company’s Articles of Association provide that each Director is required to retire once every three years at the Company’s Annual General Meeting. A Director’s specific term of appointment, therefore, cannot exceed three years. The Retiring Director shall be eligible for re-election at the AGM.

• (5) Save as disclosed above, none of the Directors has any information which is required to be disclosed under Rule 13.51(2)(h)–(v) of the Listing Rules, and there are no other matters relating to the re-election of the Retiring Director that need to be brought to the attention of the Company’s Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

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(a company incorporated in Hong Kong with limited liability)

(Stock code: 1029)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of IRC Limited (the ‘‘Company’’) will be held at the Admiralty Conference Centre 1804, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong at 2:30 p.m. on Thursday, 4 June 2015 (‘‘AGM’’) for the following purposes:

1. To receive and consider the reports of the Directors and the Auditor together with the Statement of Accounts for the year ended 31 December 2014;

2. To re-appoint Messrs Deloitte Touche Tohmatsu as Auditor and authorise the Board of Directors to fix their remuneration;

3. To re-elect the Retiring Director: Mr Chuang-fei Li.

and, by way of special business, to consider and, if thought fit, pass the following Resolutions as Ordinary Resolutions:

1. ‘‘THAT:

2. (a) subject to paragraph (b) of this Resolution, the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph (c) of this Resolution) of all the powers of the Company to repurchase Shares of the Company be and is hereby generally and unconditionally approved;

3. (b) the aggregate number of Shares which may be purchased on The Stock Exchange of Hong Kong Limited or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Hong Kong Code on Share Buy-Backs pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10 per cent. of the number of Shares of the Company in issue as at the date of passing this Resolution, and the said approval shall be limited accordingly;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purpose of this Resolution, ‘‘Relevant Period’’ means the period from the date of passing this Resolution until whichever is the earliest of:

  • (i) the conclusion of the next Annual General Meeting of the Company; or

  • (ii) the expiration of the period within which the next Annual General Meeting of the Company is required to be held by the Articles of Association of the Company or any applicable laws of Hong Kong; or

  • (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting; and’’

• ‘‘THAT:

• (a) subject to paragraph (c) of this Resolution, pursuant to Section 141 of the Companies Ordinance, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue, (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, (iii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officer 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 or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on Shares of the Company in accordance with the Articles of Association of the Company, shall not exceed 20 per cent. of the number of Shares of the Company in issue as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purpose of this Resolution:

‘‘Relevant Period’’ means the period from the date of passing this Resolution until whichever is the earliest of:

• (i) the conclusion of the next Annual General Meeting of the Company; or

• (ii) the expiration of the period within which the next Annual General Meeting of the Company is required to be held by the Articles of Association of the Company or any applicable laws of Hong Kong; or

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting; and

‘‘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 or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusion 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, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside of Hong Kong).’’

6. ‘‘THAT:

subject to the passing of Resolutions 4 and 5 set out in the notice of this meeting, the total number of shares of the Company which are repurchased or otherwise acquired by the Company pursuant to Resolution 4 shall be added to the total number of shares of the Company which may be issued pursuant to Resolution 5.’’

By order of the Board G. Jay Hambro Executive Chairman

Hong Kong, People’s Republic of China, 5 May 2015

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NOTICE OF ANNUAL GENERAL MEETING

This document is available for reference at the Company’s website, www.ircgroup.com.hk and at the website of the Stock Exchange of Hong Kong at www.hkexnews.hk.

For further information please visit www.ircgroup.com.hk or contact:

Shirly Chan

Assistant Manager — Communications

IRC Limited Telephone: +852 2772 0007 Email: sc@ircgroup.com.hk

IRC Limited

6H, 9 Queen’s Road Central Hong Kong Tel: +852 2772 0007 Website: www.ircgroup.com.hk

Notes:

• (1) Pursuant to the Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. The Chairman of the forthcoming AGM will therefore put each of the resolutions to be proposed at the AGM to be voted by way of poll pursuant to the Company’s Articles of Association.

• (2) The register of shareholders will be closed from Wednesday, 3 June 2015 to Thursday, 4 June 2015, both days inclusive. In order to qualify for attending and voting at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Tuesday, 2 June 2015.

• (3) A shareholder of the Company entitled to attend and vote at the above AGM is entitled to appoint one or more proxies to attend and on a poll, to vote instead of him. A proxy need not be a member. Forms of proxy must be lodged with the Company’s Registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 48 hours before the time fixed for holding the AGM. Completion and lodging of a form of proxy will not preclude a member from attending and voting at the AGM (or any adjournment thereof) should the member so wish.

• (4) Brief biographical details of the Director who offer himself for re-election at the AGM are set out in Appendix II to the circular of which this notice forms part.

• (5) If Typhoon Signal No. 8 or above is expected to be hoisted or a Black Rainstorm Warning Signal is expected to be in force at any time between 1:00 p.m. and 5:00 p.m. on the date of the AGM, then the AGM will be postponed and the shareholders will be informed of the date, time and venue of the postponed meeting by a supplementary notice, posted on the Company’s website (www.ircgroup.com.hk) and the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk). If Typhoon Signal No.8 or above or a Black Rainstorm Warning Signal is cancelled at or before 1:00 p.m. on the date of the AGM, and where conditions permit, the AGM will be held as scheduled.

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NOTICE OF ANNUAL GENERAL MEETING

The AGM will be held as scheduled when an Amber or Red Rainstorm Warning Signal is in force.

Shareholders should decide on their own whether they would attend the 2015 AGM under bad weather condition bearing in mind their own situations and, if they do so, they are advised to exercise care and caution.

• (6) As at the date of this document, the executive Directors of the Company are Mr G. Jay Hambro and Mr Yury Makarov. The non-executive Directors are Mr Simon Murray, CBE Chevalier de la Légion d’honneur, Mr Cai Sui Xin, Mr Liu Qingchun and Mr Raymond Kar Tung Woo. The independent non-executive Directors are Mr Daniel Bradshaw, Mr Jonathan Martin Smith and Mr Chuang-fei Li.

– 14 –