IRC Limited — Capital/Financing Update 2014

Jun 25, 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 COMPLETION AND MINMETALS CHEERGLORY SUBSCRIPTION COMPLETION DEFERRED

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 and 30 April 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

Wednesday 25 June 2014: IRC advises that as of today’s date, 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 30 April 2014. Consequently, the General Nice Further Subscription Completion did not take place today as planned.

As announced on 30 April 2014, since the General Nice Further Subscription has not taken place today, none of the 34,064,000 General Nice Deferred Subscription Shares (which had been subscribed for at the Subscription Price of HK$0.94 (approximately US$0.12) per Share) shall be issued to General Nice. Consequently, if General Nice seeks, and the Company (in its sole and absolute discretion) agrees to, 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. 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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MINMETALS CHEERGLORY SUBSCRIPTION DEFERRED

Although Minmetals Cheerglory was in a position to complete the Minmetals Cheerglory Subscription on 25 June 2014 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 today as planned. The Company is in discussions with General Nice, Mr Cai Sui Xin (the controlling shareholder and Chairman of General Nice) 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.

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 Wednesday, 25 June 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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