IRC Limited — Capital/Financing Update 2014

Dec 19, 2014

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)

GENERAL NICE FURTHER SUBSCRIPTION AND MINMETALS CHEERGLORY SUBSCRIPTION UPDATE

References are made to (i) the announcement of IRC Limited (‘‘IRC’’ or the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’; Stock Code 1029) dated 17 January 2013; (ii) the circular of the Company dated 21 February 2013 (the ‘‘Circular’’); and (iii) the announcements of the Company dated 4 October 2013, 18 November 2013, 30 December 2013, 30 January 2014, 26 February 2014, 23 April 2014, 30 April 2014, 25 June 2014 and 17 November 2014. Capitalised terms used in this announcement shall have the same meanings as defined in the Circular unless otherwise stated.

GENERAL NICE FURTHER SUBSCRIPTION DEFERRED

Friday, 19 December 2014: IRC advises that as of 18 December 2014, the Company has not received the scheduled payment of HK$296,344,400 (approximately US$38.2 million) from General Nice as referred to in the announcement of 17 November 2014. Consequently, the General Nice Further Subscription Completion did not take place today as planned.

General Nice has sought, and the Company (in its sole and absolute discretion) is considering permitting, a further deferral of General Nice Further Subscription Completion. Upon General Nice Further Subscription Completion, General Nice shall hold 1,681,136,000 Shares, which will represent approximately 31.00% of the total issued share capital of the Company as enlarged by General Nice Further Subscription Completion and Minmetals Cheerglory Subscription Completion (if Minmetals Cheerglory (in its sole and absolute discretion) decides to complete the Minmetals Cheerglory Subscription). For the avoidance of doubt, nothing in the foregoing shall be construed or interpreted as agreement by the Company to such a further deferral of General Nice Further Subscription Completion.

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GENERAL NICE FURTHER SUBSCRIPTION INTEREST PAYMENTS

As announced on 17 November 2014, as part of General Nice’s commitment to the transaction and investment, in addition to the personal guarantee already received from Mr Cai Sui Xin (the controlling shareholder and Chairman of General Nice), the Company had agreed with General Nice that, in the event that the full payment was not made on or before 18 December 2014 and General Nice seeks, and the Company agrees to, a further deferral of General Nice Further Subscription Completion, General Nice will pay interest on a monthly basis on the outstanding balance to the Company, calculated on the following escalating interest schedule:

• (a) 6% per annum from 19 December 2014 to 18 March 2015;

• (b) 9% per annum from 19 March 2015 to 18 June 2015; and

• (c) 12% per annum from 19 June 2015 and thereafter.

The Company and General Nice have now agreed that General Nice will commence paying interest in accordance with the above schedule while the Company considers permitting a further deferral of the General Nice Further Subscription Completion.

MINMETALS CHEERGLORY SUBSCRIPTION DEFERRED

Although Minmetals Cheerglory continues to be in a position to complete the Minmetals Cheerglory Subscription for 247,300,000 new Shares for a cash consideration of HK$232,462,000 (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. Consequently, the Minmetals Cheerglory Subscription Completion did not take place yesterday as planned. As announced on 17 November 2014, as General Nice Further Subscription has not occurred on or before 18 December 2014, the completion of the Minmetals Cheerglory Subscription will be subject to further agreement between the parties. In any event, no interest is to be applied to the Minmetals Cheerglory Subscription.

The Company is in discussions with General Nice, Mr Cai Sui Xin and Minmetals Cheerglory about a further deferred completion and other available options. These discussions are without prejudice to the Company’s rights under the General Nice Subscription Agreement or the personal guarantee to procure and guarantee the subscription by General Nice of the remainder of the General Nice Further Subscription Shares granted to the Company by Mr Cai Sui Xin. A further announcement will be released in due course.

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There is no assurance that any discussions mentioned in this announcement will result in an agreement between the parties as to a further deferred completion or other available options. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

By Order of the Board G. JAY HAMBRO Executive Chairman

Hong Kong, People’s Republic of China Friday, 19 December 2014

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.

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For further information, please contact:

Nicholas Bias

Head of Communications Telephone: +852 2772 0007 Mobile: +852 9088 1029 Email: nb@ircgroup.com.hk

Shirly Chan (中文查詢) Investor Relations Co-Ordinator Telephone: +852 2772 0007 Mobile: +852 6623 3450 Email: sc@ircgroup.com.hk

Registered Office

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

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