IRC Limited — Capital/Financing Update 2012

Jul 9, 2012

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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(Stock Code: 488)

DISCLOSEABLE TRANSACTION Proposed Acquisition of Property

On 6 July 2012, the Purchaser and the Vendor (being a company in which the Company has a 50% shareholding interest) entered into the SPA, pursuant to which the Purchaser will purchase the Property for a cash consideration of HK$205,000,000. The Company is proposing to let the Property, comprising commercial space on the Ground Floor of The Oakhill, to a new joint venture company to be established by the Group and other joint venture partners for the purposes of developing and operating a new high-end restaurant at the Property.

As one of the applicable Percentage Ratios in respect of the Proposed Acquisition is more than 5% but less than 25%, the Proposed Acquisition constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

PROPOSED ACQUISITION OF PROPERTY

The Board is pleased to announce that on 6 July 2012 (after 4:15 p.m.), the Purchaser and the Vendor entered into the SPA, pursuant to which the Purchaser agreed to purchase, and the Vendor agreed to sell, the Property for a cash consideration of HK$205,000,000.

PRINCIPAL TERMS OF THE SPA

Date: 6 July 2012

Parties:

• (a) Purchaser: Unit Power Limited

• (b) Vendor: Brilliant Pearl Limited, an associate of the Company

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Subject of the Proposed Acquisition:

The Property, comprising Shops Nos. 1, 2, 3, 4, 5, 6 and 7 on the Ground Floor of The Oakhill, No. 28 Wood Road, Hong Kong with a total gross floor area of approximately 7,800 square feet, is to be sold to the Purchaser free from encumbrances and with good title. Based on the information provided by the Vendor, the Property, currently untenanted, comprises the entire retail and commercial portion of The Oakhill which was completed in June 2011.

Pursuant to the SPA, a deed of covenant (the “ Deed ”) will be entered into between the Vendor and the Purchaser upon Completion, pursuant to which the Purchaser will covenant with the Vendor, inter alia, that it will not use or cause the use of the Property by itself or any third party for any purpose other than operating a high-end restaurant, for as long as the Vendor still retains any undivided share in the Flats or for a period of 2 years from the Opening Date, whichever is the shorter, in accordance with the terms and conditions of the Deed.

Consideration:

The consideration for the Proposed Acquisition is HK$205,000,000, payable by the Purchaser to the Vendor according to the following payment schedule:-

• (a) an amount of HK$20,500,000, being 10% of the Consideration, has been paid to the Vendor upon the signing of the SPA as the deposit and a part payment of the Consideration;

• (b) an amount of HK$41,000,000, being 20% of the Consideration, has been paid to the Vendor upon the signing of the SPA as a further part payment of the Consideration; and

• (c) the balance of HK$143,500,000 will be paid upon Completion, which is expected to be on or before 9 October 2012.

Completion:

Completion of the Proposed Acquisition shall take place on or before 9 October 2012. The Property is sold on an “as is” basis.

INFORMATION RELATING TO THE JVC

The Group is currently in negotiations with potential joint venture partners with a view to forming the JVC to lease the Property as tenant and to develop and operate a new high-end restaurant at the Property. As at the date of this announcement, the Group’s total capital investment (whether equity, loan or otherwise) with respect to the JVC has not yet been ascertained as it will be subject to, inter alia, the level of co-investments made by the potential joint venture partners. Further announcement(s) in respect of the JVC will be published by the Company as and when necessary in accordance with the Listing Rules.

REASONS FOR AND BENEFITS OF THE PROPOSED ACQUISITION

One of the principal activities of the Group is property investment. Upon Completion, the Property will be held by the Group as an investment property for rental purpose. The Directors believe that the Property will strengthen the Group’s property portfolio and generate an important and steady flow of rental income to the Group, in the first instance by letting the same to the JVC when established.

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The terms and conditions of the SPA were determined on normal commercial terms after arm’s length negotiations between the Purchaser and the Vendor. The Consideration, which will be funded by the internal resources of the Group, was arrived at by reference to the prevailing market values for comparable properties in the same locality and after having taken into account the valuation on the Property conducted by an independent professional property valuer. The independent property valuer has assessed the open market value of the Property as being HK$205,000,000 as at 3 July 2012.

The Directors believe that the terms of the SPA are fair and reasonable and the Proposed Acquisition is in the interests of the Company and the Shareholders as a whole.

LISTING RULES REQUIREMENTS

As one of the applicable Percentage Ratios in respect of the Proposed Acquisition is more than 5% but less than 25%, the Proposed Acquisition constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

GENERAL INFORMATION

The principal activities of the Group include property investment, property development, investment in and operation of hotels and restaurants as well as investment holding while the Vendor is principally engaged in property development.

The Vendor is a special purpose vehicle ultimately owned, and established as, a 50:50 joint venture company between the Group and funds managed by Invesco Management Group, Inc. The Vendor is the owner of “The Oakhill”, a residential development comprising 130 residential units and 62 car-parking spaces. After Completion, the retail and commercial portion of The Oakhill will be wholly owned by the Group, with the Group retaining its 50% interest in the remaining residential portion of The Oakhill.

The Vendor is an associate of the Company as 50% of its issued share capital is indirectly owned by the Company. Save as aforesaid, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the Vendor and its ultimate beneficial owners is a third party who/which is independent of the Company and not connected with the Company and its connected persons.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following respective meanings:

“associate(s)” has the meaning ascribed to it under the Listing Rules; “Board” the board of Directors;

“Company” Lai Sun Development Company Limited, a company incorporated in Hong Kong with limited liability, the issued Shares of which are listed and traded on the Main Board of the Stock Exchange (stock code: 488);

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• “Completion” completion of the Proposed Acquisition pursuant to the terms and conditions of the SPA;

• “connected person(s)” has the meaning ascribed to it under the Listing Rules; “Consideration” HK$205,000,000, the consideration for the Proposed Acquisition;

• “Directors” the directors of the Company; “Flats” Duplex A and Duplex B (including the flat roof held therewith and the portion of roof held therewith) on 57th Floor and 58th Floor respectively of The Oakhill, No. 28 Wood Road, Hong Kong, which are owned by the Vendor as at the date of this announcement;

• “Group” the Company and its subsidiaries; “HK$” Hong Kong dollars, the lawful currency for the time being of Hong Kong;

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

• “JVC” a joint venture company to be established by the Group and potential joint venture partners for the purposes of developing and operating a new high-end restaurant at the Property;

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time;

• “Opening Date” the date on which the JVC is required to open a high-end restaurant for business at the Property, which shall be no later than 31 December 2012;

• “Percentage Ratio(s)” the percentage ratio(s) as set out in Rule 14.07 of the Listing Rules to be applied for determining the classification of a transaction;

• “Property” Shops Nos. 1, 2, 3, 4, 5, 6 and 7 on the Ground Floor of The Oakhill, No. 28 Wood Road, Hong Kong, which is owned by the Vendor as at the date of this announcement;

• “Proposed Acquisition” the proposed acquisition of the Property by the Purchaser at a consideration of HK$205,000,000 in accordance with the terms and conditions of the SPA;

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“Purchaser”

Unit Power Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company;

“Shareholders”

holders of the Shares;

“Shares”

“SPA”

ordinary shares of a par value of HK$0.01 each in the capital of the Company; the agreement for sale and purchase dated 6 July 2012 and entered into between the Vendor and the Purchaser in relation to the Proposed Acquisition;

“Stock Exchange”

The Stock Exchange of Hong Kong Limited;

“Vendor”

Brilliant Pearl Limited, a company incorporated in Hong Kong with limited liability and an associate of the Company; and

“%” per cent.

By Order of the Board Lai Sun Development Company Limited Kwok Siu Man Company Secretary

Hong Kong, 9 July 2012

As at the date of this announcement, the Board comprises the following members:

Executive Directors: Dr. Lam Kin Ngok, Peter (Chairman) and Messrs. Chew Fook Aun (Deputy Chairman), Lau Shu Yan, Julius (Chief Executive Officer), Lui Siu Tsuen, Richard and Cheung Sum, Sam;

Non-executive Directors: Dr. Lam Kin Ming, Madam U Po Chu and Mr. Wan Yee Hwa, Edward; and

Independent Non-executive Messrs. Lam Bing Kwan, Leung Shu Yin, William and Ip Shu Kwan, Stephen. Directors:

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