IRC Limited — AGM Information 2017

May 19, 2017

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 is published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and of the Company (www.ircgroup.com.hk) and 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.

==> picture [154 x 79] intentionally omitted <==

(a company incorporated in Hong Kong with limited liability) (Stock code: 1029)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES ELECTION AND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the 2017 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 Tuesday, 20 June 2017 (“AGM”) are set out on pages 11 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 (excluding Sunday and public holiday) before the time fixed for holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not prevent you from attending, and voting at, the AGM or any adjournment thereof if you so wish.

19 May 2017

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
APPENDIX I	– EXPLANATORY STATEMENT FOR
	THE SHARE REPURCHASE MANDATE . . . . . . . . . . . . . .	5
APPENDIX II	– DETAILS OF THE DIRECTORS PROPOSED TO BE
	ELECTED OR RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . .	8
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11

– 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

• “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” 17 May 2017, 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

• “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

==> picture [154 x 79] intentionally omitted <==

(a company incorporated in Hong Kong with limited liability) (Stock code: 1029)

Board of Directors: Executive Directors Mr Yury Makarov Mr Danila Kotlyarov

Registered office:

6H, 9 Queen’s Road Central Hong Kong

Non-executive Directors

Mr Jay Hambro Mr Cai Sui Xin (Mr Benjamin Ng as his alternate) Mr Raymond Woo Mr Cheng Chi Kin

Independent Non-executive Directors Mr Daniel Bradshaw

Mr Simon Murray, CBE, Chevalier de la Légion d’honneur Mr Jonathan Martin Smith Mr Chuang-fei Li

Company Secretary:

Mr Johnny Yuen

19 May 2017

Dear Shareholder,

GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES ELECTION AND RE-ELECTION OF DIRECTORS 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 Tuesday, 20 June 2017 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 election of Mr Cheng Chi Kin and the re-election of certain Directors of the Company who will retire and, being eligible, have offered themselves for re-election at the AGM. Shareholder approval on such proposals will be sought at the AGM.

– 2 –

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 28 June 2016, 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. The 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 Share Repurchase Mandate as set out in Resolution 7 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 pursuant to the Share Repurchase Mandate approved by Shareholders at last year’s annual general meeting of the Company.

With reference to the Share Issue Mandate, other than Shares which may fall to be allotted and issued upon the exercise of any share options that are outstanding and exercisable by the option holders, the Board has no present intention to exercise the general mandates to issue additional Shares or repurchase Shares under the ordinary resolutions being sought at the AGM to be held on 20 June 2017. As at the Latest Practicable Date, the issued share capital of the Company comprised 7,093,386,381 Shares.

Assuming 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 as 7,093,386,381 Shares. Accordingly, the Board would be authorised under the Share Issue Mandate to allot and issue up to 1,418,677,276 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 709,338,638 Shares, representing 10% of the number of Shares of the Company in issue as at the date of the AGM.

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.

– 3 –

LETTER FROM THE BOARD

ELECTION AND RE-ELECTION OF DIRECTORS

Having been appointed to the Board on 3 February 2017, Mr Cheng Chi Kin offers himself up for election in accordance with Article 88 of the Articles of Association of the Company.

In accordance with Article 101 of the Articles of Association of the Company and in compliance with the Code on Corporate Governance Practices (the “Code”) set out in Appendix 14 of the Listing Rules, Mr Yury Makarov, Mr Jonathan Martin Smith and Mr Simon Murray, CBE, Chevalier de la Légion d’Honneur shall retire (the “Retiring Directors”), and being eligible, offer themselves for re-election.

The particulars of Mr Cheng Chi Kin and the Retiring Directors offering themselves 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 Tuesday, 20 June 2017 is set out on pages 11 to 14 of this circular.

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 (excluding Sunday and public holiday) 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 election and re-election of Directors 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 Yury Makarov Chief Executive Officer

Hong Kong, People’s Republic of China

– 4 –

APPENDIX I EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

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 7,093,386,381 Shares in issue.

Assuming 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 7,093,386,381 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 709,338,638 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 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

– 5 –

APPENDIX I EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

contained in the annual report of the Company for the financial year ended 31 December 2016) 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$)	(HK$)
2016
May	0.115	0.142
June	0.115	0.129
July	0.122	0.193
August	0.155	0.185
September	0.167	0.204
October	0.173	0.192
November	0.162	0.435
December	0.260	0.365
2017
January	0.325	0.425
February	0.385	0.485
March	0.335	0.435
April	0.295	0.385
May (up to the Latest Practicable Date)	0.245	0.305

(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 close 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.

– 6 –

APPENDIX I EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

(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.

– 7 –

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE ELECTED OR RE-ELECTED

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

NON-EXECUTIVE DIRECTOR

1. Mr Cheng Chi Kin , aged 49, is a Non-Executive Director of the Company. Mr Cheng obtained a Degree in Business Studies from University of Glamorgan in 1992 and a Master Degree in Business Administration from Cardiff Business School in 1993. He is currently a chief executive officer of a capital management company which is an indirect shareholder of the Company. Mr Cheng is an Executive Director of Sino Haijing Holdings Limited, a company listed on The Stock Exchange of Hong Kong Limited (stock code: 1106). Mr Cheng is a fellow member of Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of International Accountants. He is also a Chartered Marketer of Chartered Institute of Marketing and a member of Institute of Management Accountants. Mr Cheng has over 25 years of experience in corporate finance, accountancy, and investment banking, with investment experience in real estates, infrastructure and natural resources industries.

As at the Latest Practicable Date, Mr Cheng is interested in 60,000,000 share options of the Company entitling him to subscribe for 60,000,000 shares of the Company, representing approximately 0.85% of the issued share capital of the Company. Among the 60,000,000 share options, 30,000,000 share options are exercisable at any time during the period of 60 months commencing on 30 December 2016. The remaining 30,000,000 share options are exercisable at any time during the period of 60 months commencing on 30 December 2017. Save as disclosed herein, Mr Cheng does not have any interest in shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

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

EXECUTIVE DIRECTOR

1. Mr Yury Makarov , aged 42, is the Chief Executive Officer and Executive Director of the Company and is also a director of several of the subsidiaries of the Group. He began his career at NT Computers as an engineer, and later Commercial Director, with responsibility for procurement, sales, service and support. In 2002, he joined Aricom as COO and subsequently Petropavlovsk as the Group Head of Industrial Commodity Operations, before taking up his current role at IRC in 2010. Mr Makarov is a qualified systems engineer with a Master Degree in Avionics Design and Production from the Moscow State Aircraft Technology Institute.

INDEPENDENT NON-EXECUTIVE DIRECTORS

1. Mr Jonathan Martin Smith , aged 58, is an Independent Non-Executive Director and Chairman of the Remuneration Committee of the Company. He was the founder of London based Smith’s Corporate Advisory, which he sold to UK stockbroker Westhouse Holdings in 2010. He is now a partner of Legacy Hill Capital, a specialist mining finance house. Prior to establishing his own firm, he worked at UBS, Credit Suisse and Williams de Broë. He is a graduate from the Royal Military Academy Sandhurst where he served as an officer until 1982.

– 8 –

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE ELECTED OR RE-ELECTED

1. Mr Simon Murray , CBE, Chevalier de la Légion d’Honneur, aged 77, is an Independent Non-Executive Director of IRC. Mr Murray brings considerable Hong Kong and Asia based experience to the Board, from a career spanning Jardine Matheson, Hutchison Whampoa as the Group Managing Director, Executive Chairman, Asia Pacific of the Deutsche Bank Group and his current position as Chairman of GEMS Limited. Mr Murray is currently a Director of Cheung Kong Property Holdings Ltd., Orient Overseas International Ltd., Wing Tai Properties, Greenheart Group Ltd., Spring Asset Management Limited (the manager of Spring REIT), and China LNG Group Ltd., all of which are listed in Hong Kong. He is also the Non-Executive Director of Compagnie Financiere Richemont SA, a company listed overseas.

SERVICE AGREEMENTS OF THE DIRECTORS

(a) Executive Director

Mr Makarov renewed his service agreements with the Company and signed a letter of appointment to serve as Executive Director of the Company for a term of three years commencing 25 August 2016, unless terminated by either party by giving notice in writing within one year. As at the Latest Practicable Date, Mr Makarov is entitled to a basic monthly salary of US$50,714 which is subject to annual review. In addition, he may be entitled to receive discretionary bonuses or other benefits as may be decided by the Remuneration Committee and the Board having regard to the Company’s and his performance.

(b) Non-Executive Director

Mr Cheng signed an appointment letter to serve as Non-Executive Director of the Company for a term of three years commencing 3 February 2017, unless terminated by either party giving at least three months’ notice in writing. Mr Cheng is entitled to receive a monthly fee of US$6,630, which may be varied from time to time by the Company’s Remuneration Committee having regard to the level of remuneration being paid to other non-executive directors of the Company from time to time. The continuation of Mr Cheng as a non-executive director of the Board is subject to Tiger Capital Fund SPC – Tiger Global SP (the “Investor”), holding at least 10% of the total issued Shares of the Company. In the event that the Investor’s holding of Shares falls below 10%, the Investor acknowledges the intention of the Company to, at its sole discretion, take all necessary steps to remove Mr Cheng from the Board in accordance with the articles of association of the Company and the Listing Rules, and shall do all things reasonably necessary to procure such removal.

(c) Independent Non-Executive Directors

Mr Martin Smith renewed his appointment letter with the Company under which he agrees to act as an Independent Non-Executive Director of the Company for a term of three years commencing from 21 October 2016, unless terminated by either party by giving notice in writing within one year. As at the Latest Practicable Date, Mr Martin Smith is entitled to a director’s fee in the amount of US$9,180 per month.

– 9 –

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE ELECTED OR RE-ELECTED

Mr Murray renewed his appointment letter with the Company under which he agrees to act as an Independent Non-Executive Director of the Company for a term of three years commencing from 16 November 2016, unless terminated by either party by giving notice in writing within one year. As at the Latest Practicable Date, Mr Murray is entitled to a director’s fee in the amount of US$6,630 per month.

Notes:

• (1) The interests of the Retiring Directors in the Shares, if any, within the meaning of Part XV of the SFO as at 31 December 2016 are disclosed in the Directors’ Report contained in the Company’s Annual Report for the year ended 31 December 2016. Their interests remain unchanged as at the Latest Practicable Date.

• (2) Save as disclosed above, Mr Cheng Chi Kin and each of the Retiring Directors: (a) do not hold and have not held any directorships in other publicly listed companies, whether in Hong Kong or overseas, during the last three years; (b) do not hold any other positions in the Company and its subsidiaries; and (c) do 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 2016.

• (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 Directors shall be eligible for re-election at the AGM.

• (5) Save as disclosed above, none of Mr Cheng Chi Kin or the Retiring 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 election of Mr Cheng Chi Kin or the re-election of the Retiring Directors that need to be brought to the attention of the Company’s Shareholders.

– 10 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [154 x 79] intentionally omitted <==

(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 Tuesday, 20 June 2017 (“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 2016;

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

3. To elect Mr Cheng Chi Kin as a Non-Executive Director;

4. To re-elect the Retiring Directors:

5. a) Mr Yury Makarov;

6. b) Mr Jonathan Martin Smith;

7. c) Mr Simon Murray, CBE, Chevalier de la Légion d’Honneur ;

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

– 11 –

NOTICE OF ANNUAL GENERAL MEETING

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;

• (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

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

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

• (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).”

7. “ THAT :

subject to the passing of Resolutions 5 and 6 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 5 shall be added to the total number of shares of the Company which may be issued pursuant to Resolution 6.”

By order of the Board Yury Makarov Chief Executive Officer

Hong Kong, People’s Republic of China, 19 May 2017

– 13 –

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

Manager – Communications & Investor Relations Telephone: +852 2772 0007 Mobile: +852 9688 8293 Email: sc@ircgroup.com.hk

IRC Limited

6H, 9 Queen’s Road Central Hong Kong Tel: +852 2772 0007 Email: ir@ircgroup.com.hk 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 in accordance with the Company’s Articles of Association.

• (2) The register of shareholders will be closed from Thursday, 15 June 2017 to Tuesday, 20 June 2017, 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 Wednesday, 14 June 2017.

• (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, before 2:30 p.m. on Saturday, 17 June 2017 or, if the AGM is adjourned, no less than 48 hours (excluding Sunday and public holiday) before the time fixed for holding the adjourned meeting. 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 contained in the circular of the Directors who offer themselves for election or re-election at the AGM (set out in Appendix II), all form part of this notice.

• (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.

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

Shareholders should make their own decision as to whether they attend the AGM under bad weather conditions bearing in mind their own personal circumstances 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 Yury Makarov and Mr Danila Kotlyarov. The Non-Executive Directors are Mr George Jay Hambro, Mr Cai Sui Xin (Mr Benjamin Ng as his alternate), and Mr Raymond Kar Tung Woo and Mr Cheng Chi Kin. The Independent Non-Executive Directors are Mr Daniel Bradshaw, Mr Simon Murray, CBE, Chevalier de la Légion d’Honneur, Mr Chuang-Fei Li and Mr Jonathan Martin Smith.

• (7) All references to dates and times refer to dates and times in Hong Kong.

– 14 –