IRC Limited — Capital/Financing Update 2014

Apr 30, 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)

PARTIAL FURTHER SUBSCRIPTION BY GENERAL NICE; AND GENERAL NICE FURTHER 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 and 23 April 2014. Capitalised terms used in this announcement shall have the same meanings as defined in the Circular unless otherwise stated.

GENERAL NICE PARTIAL FURTHER SUBSCRIPTION

Wednesday 30 April 2014: IRC announces that today it has received subscription monies of HK$155,100,000 (approximately US$20 million) from General Nice and accordingly has allotted and issued 165,000,000 new Shares (the ‘‘Partial Further Subscription Shares’’) to General Nice as a further partial subscription of General Nice Further Subscription Shares (the ‘‘Partial Further Subscription’’).

Accordingly, General Nice has already invested over 80% of its total commitments under the General Nice Subscription Agreement. Together with the 1,200,876,000 Shares already held by General Nice, as at the date of this announcement, General Nice holds, in aggregate, 1,365,876,000 Shares which represent approximately 28.10% of the total issued share capital of the Company, as enlarged by the Partial Further Subscription.

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CHANGES TO SHAREHOLDING STRUCTURE

The table below sets out the shareholding structure of the Company immediately before Partial Further Subscription by General Nice and as at the date of this announcement:

GENERAL NICE AND PARTIESACTING IN CONCERT WITH ITGeneral Nice and its concert parties1Minmetals Cheerglory2Petropavlovsk3Total shareholdings of General Nice and parties actingin concert with itOTHER SHAREHOLDINGSDirectorsGeorge Jay HambroBeneficial interest4Contingent beneficialinterest5Yury MakarovBeneficial interestContingent beneficialinterest5Raymond Kar Tung WooBeneficial interestContingent beneficialinterest5Independent ShareholdersTotal other shareholdingsTOTAL	Immediately before PartialFurther Subscription byGeneral NiceNo. of Shares%1,200,876,00025.5800.002,205,900,00046.983,406,776,00072.5623,572,0000.504,874,5390.1020,555,5000.444,874,5390.1014,632,5000.314,874,5390.1073,383,6171.561,214,750,68425.871,288,134,30127.444,694,910,301100.00	As at the date of thisannouncementNo. of Shares%1,365,876,00028.1000.002,205,900,00045.393,571,776,00073.4923,572,0000.494,874,5390.1020,555,5000.424,874,5390.1014,632,5000.304,874,5390.1073,383,6171.511,214,750,68425.001,288,134,30126.514,859,910,301100.00	As at the date of thisannouncementNo. of Shares%1,365,876,00028.1000.002,205,900,00045.393,571,776,00073.4923,572,0000.494,874,5390.1020,555,5000.424,874,5390.1014,632,5000.304,874,5390.1073,383,6171.511,214,750,68425.001,288,134,30126.514,859,910,301100.00
			73.49
			0.490.100.420.100.300.10
			1.5125.00
			26.51
			100.00

Note 1: Does not include the holdings of Minmetals Cheerglory.

Note 2: Although Minmetals Cheerglory is a party acting in concert with General Nice in respect of the Whitewash Waiver and for the purposes of the Takeovers Code, Minmetals Cheerglory will not be a substantial shareholder or a connected person of the Company under the Listing Rules after completion of the General Nice and Minmetals Cheerglory subscriptions. As such, for the purposes of Rule 8.24(2) of the Listing Rules, Minmetals Cheerglory is a member of the public.

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• Note 3: Petropavlovsk owns 100% of the issued share capital of Cayiron Limited, which in turn directly holds shares in the Company.

• Note 4: 352,000 shares are beneficially owned by Mount F Consulting Limited, which is wholly owned by George Jay Hambro. The remaining 23,220,000 shares are held by an affiliated company to George Jay Hambro.

• Note 5: Subject to the fulfillment of certain performance conditions, and subject to a three-month bullet vesting period.

GENERAL NICE FURTHER SUBSCRIPTION UPDATE

As set out in the announcement dated 30 January 2014, General Nice had agreed to make payment of HK$451,444,400 (approximately US$58.3 million) on or before 22 April 2014. Notwithstanding Partial Further Subscription (as described above) having taken place, General Nice has informed the Company that it is not in a position to complete the remainder of the General Nice Further Subscription at this time.

Further to discussions with General Nice and Mr Cai Sui Xin (the controlling shareholder and Chairman of General Nice), the Company has been assured by General Nice that it will be able to complete the remainder of the General Nice Further Subscription by payment to the Company of the remaining amount of HK$296,344,400 (approximately US$38.2 million, being HK$451,444,400 (approximately US$58.3 million) less HK$155,100,000 (approximately US$20 million)), on or before 25 June 2014.

Provided that General Nice makes payment of HK$296,344,400 (approximately US$38.2 million) on or before 25 June 2014, the Company will refrain from taking further action against General Nice or Mr Cai Sui Xin for General Nice’s failure to complete the General Nice Further Subscription on the previously agreed dates.

Upon the Company receiving full payment of HK$296,344,400 (approximately US$38.2 million) in cleared funds on or before 25 June 2014, the Company shall allot and issue to General Nice 315,260,000 new Shares as General Nice Further Subscription Shares and shall also allot and issue 25,548,000 Shares to General Nice as General Nice Deferred Subscription Shares, and General Nice Further Subscription Completion shall be deemed to have taken place.

The Company has also agreed with General Nice that, in the event full payment of HK$296,344,400 (approximately US$38.2 million) is not made on or before 25 June 2014 and General Nice seeks, and the Company (in its sole and absolute discretion) further agrees to, a further deferral of General Nice Further Subscription Completion, no General Nice Deferred Subscription Shares shall be issued to General Nice. Consequently, if no General Nice Deferred Subscription Shares are issued to General Nice, 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

Further to discussions with Minmetals Cheerglory and in light of the arrangements between the Company and General Nice as described above, the Company and Minmetals Cheerglory have agreed that the Minmetals Cheerglory Subscription for 247,300,000 new Shares for a cash consideration of HK$232,462,000 (approximately US$30 million) shall complete upon General Nice Further Subscription Completion taking place as described above.

By Order of the Board G. JAY HAMBRO Executive Chairman

Hong Kong, People’s Republic of China

Wednesday, 30 April 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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