IRC Limited — Board/Management Information 2017

Feb 2, 2017

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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(Incorporated in Hong Kong with limited liability) (Stock code: 1029)

APPOINTMENT OF NON-EXECUTIVE DIRECTOR

3 February 2017: IRC Limited (“IRC” or the “Company”, together with its subsidiaries, the “Group”; Stock Code 1029) refers to (i) the circular of the Company dated 12 December 2016 (the “ Circular ”) containing, among other things, details of the Subscription and the notice convening the EGM; and (ii) the announcement of the Company dated 30 December 2016 relating to Completion of the Subscription (“ Completion Announcement ”). Unless otherwise stated, terms used herein shall have the same meanings as those defined in the Circular.

The Board is pleased to announce that, following the approval by the Company’s nomination committee, Mr Cheng Chi Kin (“ Mr Cheng ”) has been appointed as a non-executive director of the Board with effect from 3 February 2017.

The biographical details of Mr Cheng are as follows:

Mr Cheng, aged 48, is the chief executive officer of an investment management company. Mr Cheng is a certified public account and a fellow member of the Association of International Accountants. Mr Cheng has 25 years of experience in corporate finance, accountancy, and investment banking, with investment experience in the real estate, infrastructure and natural resources industries.

Mr Cheng shall hold office until the next following annual general meeting of the Company and will then be eligible for re-election.

As set out in the Completion Announcement, upon Completion, the right to subscribe for the Option Shares has been granted to the Investor, Tiger Capital Fund SPC – Tiger Global SP, and the Investor has assigned this right to Mr Cheng to exercise in his own name. Accordingly, for the purposes of Part XV of SFO, Mr Cheng is interested in 60,000,000 Shares in respect of the Options.

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Save as disclosed herein, (i) Mr Cheng does not hold any directorship in other listed public companies in Hong Kong or overseas in the last three years; (ii) Mr Cheng does not hold any position in the Company or its subsidiaries; (iii) Mr Cheng does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company; (iv) Mr Cheng does not have any other interest in the Shares within the meaning of Part XV of the SFO as at the date of this announcement; and (v) there are no other matters relating to the proposed appointment of Mr Cheng as a director of the Company that need to be brought to the attention of the Shareholders nor is there any other information that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Mr Cheng shall receive a fee of US$79,560 per annum, 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 the Investor holding at least 10% of the total issued Shares of the Company after Completion. 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.

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

Hong Kong, People’s Republic of China 3 February 2017

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, Mr Cai Sui Xin (Benjamin Ng as his alternate), 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.

IRC Limited

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

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