IRC Limited — AGM Information 2018

Jul 23, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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(a company incorporated in Hong Kong with limited liability)

(Stock code: 1029)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (“ EGM ”) of shareholders of IRC Limited (the “ Company ”) will be held at Admiralty Conference Centre, 1804, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on 9 August 2018 at 2:30 p.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions as an ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (i) the assignment of contracts (the “ Assignment of Contracts ”) between Ariti HK Limited (“ Ariti ”) and JSC “Pokrovskiy mine” (“ Lender ”) and the transactions contemplated thereunder be and are hereby ratified, confirmed and approved;

3. (ii) the share pledge (the “ Share Pledge ”) between Dardanius Limited and the Lender and the transactions contemplated thereunder be and are hereby ratified, confirmed and approved;

4. (iii) the power of attorney (the “ Power of Attorney ”) to be granted by Ariti in favour of the Lender and the transactions contemplated thereunder be and are hereby ratified, confirmed and approved;

5. (iv) the directors of the Company (the “ Directors ”) be and are hereby authorised to execute such all other documents, do all other acts and things and take such action as may in the opinion of the Directors be necessary, desirable or expedient to implement and give effect to the Assignment of Contracts, the Share Pledge and the Power of Attorney and any other transactions contemplated thereunder and to agree to such variation, amendment or waiver as, in the opinion of the Directors, in the interest of the Company and its shareholders as a whole; and

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• (v) the reduction of the interest rate under the bridge loan between the Company and the Lender (the “ Bridge Loan ”) from 16% per annum to 12% per annum be and is hereby ratified, confirmed and approved.

2. “ THAT :

the total number of Shares of the Company which are repurchased or otherwise acquired by the Company pursuant to the general mandate to repurchase Shares approved at the annual general meeting of the Company on 25 June 2018 (the “ AGM ”), shall be added to the total number of Shares of the Company which may be issued by the Directors pursuant to the general mandate to issue Shares approved at the AGM.”

1. “ THAT :

subject to and conditional upon the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of share options which may be granted under the Refreshed Scheme Mandate Limit (as defined below), the existing limit on the grant of share options under the Share Option Scheme be refreshed provided that the total number of Shares which may be allotted and issued upon exercise of any options to be granted under the Share Option Scheme and any other schemes of the Company (excluding share options previously granted, outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme or such other scheme(s) of the Company), shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution (the “ Refreshed Scheme Mandate Limit ”) and the Directors be and are hereby authorised to do such acts and things and execute such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the Refreshed Scheme Mandate Limit and to grant share options up to the Refreshed Scheme Mandate Limit and to exercise all powers of the Company to allot, issue and deal with shares of the Company pursuant to the exercise of such share options.”

By Order of the Board IRC Limited Yury Makarov Chief Executive Officer

Hong Kong, 23 July 2018

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This announcement 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:

Kent Lo

Manager – Communications & Investor Relations Telephone: +852 2772 0007 Mobile: +852 9688 8293 Email: kl@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 EGM will therefore put the resolutions to be proposed at the EGM to be voted by way of poll pursuant to the Company’s Articles of Association.

• (2) The register of shareholders will be closed from Tuesday, 7 August 2018 to Thursday, 9 August 2018, both days inclusive. In order to qualify for attending and voting at the EGM, 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 Monday, 6 August 2018.

• (3) A shareholder of the Company entitled to attend and vote at the above EGM 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 EGM. Completion and lodging of a form of proxy will not preclude a member from attending and voting at the EGM (or any adjournment thereof) should the member so wish.

• (4) 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 EGM, then the EGM 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 EGM, and where conditions permit, the EGM will be held as scheduled. The EGM 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 EGM under bad weather condition bearing in mind their own situations and, if they do so, they are advised to exercise care and caution.

• (5) As at the date of this announcement, the Executive Directors of the Company are Mr Yury Makarov and Mr Danila Kotlyarov. The Non-Executive Directors are Mr George Jay Hambro and Mr Chi Kin Cheng. The Independent Non-Executive Directors are Mr Daniel Bradshaw, Mr. Chuang-Fei Li, Mr Simon Murray, CBE, Chevalier de la Légion d’Honneur, Mr Jonathan Martin Smith and Mr Raymond Kar Tung Woo.

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

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