IRC Limited — Capital/Financing Update 2013

Nov 18, 2013

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 Exchange of Hong Kong Code: 1029)

(1) GENERAL NICE FURTHER SUBSCRIPTION COMPLETION AND MINMETALS CHEERGLORY SUBSCRIPTION COMPLETION DEFERRED; AND (2) RESUMPTION OF TRADING

The Company announces that it has agreed with General Nice that the General Nice Further Subscription Completion, originally scheduled to complete on 18 November 2013 shall be deferred and take place on or before 30 December 2013.

The Company has received adequate assurances from General Nice that it will complete the General Nice Further Subscription before year-end, and has also received a personal guarantee of General Nice’s obligations from Mr. Cai Sui Xin, the controlling shareholder and Chairman of General Nice.

As completion of the Minmetals Cheerglory Subscription can only take place after the General Nice Further Subscription Completion has occurred, the Company and Minmetals Cheerglory have also agreed that the Minmetals Cheerglory Subscription shall take place on or before 30 December 2013, following the completion of the General Nice Further Subscription.

Monday 18 November, 2013: IRC Limited (‘‘IRC’’ or the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’; Stock Code 1029). On 15 November 2013, trading in the Company’s shares on the Stock Exchange was suspended following discussions with strategic partners General Nice and Minmetals Cheerglory with regard to possible revisions to the timing of the completion of the General Nice Further Subscription and the Minmetals Cheerglory Subscription.

References are made to (i) the announcement dated 17 January 2013; (ii) the circular of the Company dated 21 February 2013 (the ‘‘Circular’’); and (iii) the announcement of the Company dated 4 October 2013. Capitalised terms used in this announcement shall have the same meanings as defined in the Circular unless otherwise stated.

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GENERAL NICE FURTHER SUBSCRIPTION DEFERRED

On 4 October 2013, General Nice unconditionally and irrevocably exercised the General Nice Further Subscription Right to subscribe for 863,600,000 new Shares for a cash consideration of HK$811.8 million (approximately US$104.7 million) and agreed to complete such subscription on 18 November 2013. Subsequently, General Nice has advised the Company that it is not presently in a position to proceed with the General Nice Further Subscription Completion and has requested a short delay. The Company has received assurances from General Nice that it will have access to resources to complete the General Nice Further Subscription before year-end, and has received a personal guarantee of General Nice’s obligations from Mr. Cai Sui Xin, the controlling shareholder and chairman of General Nice. Accordingly, the Company has agreed with General Nice to extend the time for completion of the General Nice Further Subscription to 30 December 2013 (or such earlier date as the parties may agree).

If General Nice is able to secure funds prior to 30 December 2013, General Nice and the Company will discuss the possibility of earlier completion, including (subject to obtaining relevant approvals) the possibility of staged issuances of Shares prior to 30 December 2013.

MINMETALS CHEERGLORY SUBSCRIPTION DEFERRED

Although Minmetals Cheerglory was in a position to complete the Minmetals Cheerglory Subscription on 18 November 2013 for 247,300,000 new Shares for a cash consideration of HK$232.5 million (approximately US$30.0 million), under the Minmetals Cheerglory Subscription Agreement, the Minmetals Cheerglory Subscription cannot take place until completion of the General Nice Further Subscription. The Company and Minmetals Cheerglory have therefore agreed that the Minmetals Cheerglory Subscription Completion shall take place on 30 December 2013 (or such earlier date as the parties may agree), following the completion of the General Nice Further Subscription.

RESUMPTION OF TRADING

An application has been made by the Company to the Stock Exchange for the resumption of trading in the shares of the Company with effect from 09:00 on Tuesday 19 November 2013.

By Order of the Board G. JAY HAMBRO Executive Chairman

Hong Kong, People’s Republic of China Monday 18 November 2013

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As at the date of this announcement, the Executive Directors of the Company are Mr G. Jay Hambro, Mr Yury Makarov, and Mr Raymond Kar Tung Woo. The Non-Executive Directors are Mr Simon Murray, CBE, Chevalier de la Légion d’Honneur, Mr Cai Sui Xin and Mr Liu Qingchun. The Independent Non-Executive Directors are Mr Daniel Bradshaw, Mr Jonathan Martin Smith and Mr Chuang-fei Li.

The Directors jointly and severally accept full responsibility for the accuracy of the information in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.

IRC Limited 6H, 9 Queen’s Road Central Hong Kong Tel: +852 2772 0007 Fax: +852 2772 0329 Email: ir@ircgroup.com.hk Website: www.ircgroup.com.hk

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

Nicholas Bias Head of Communications, IRC Ltd Telephone: +852 2772 0007 Mobile: +852 9088 1029 Email: nb@ircgroup.com.hk

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