IRC Limited — Capital/Financing Update 2014

Feb 26, 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 OF 165,000,000 SHARES BY GENERAL NICE FOR US$20.0 MILLION

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 and 24 February 2014. Capitalised terms used in this announcement shall have the same meanings as defined in the Circular unless otherwise stated.

Wednesday 26 February 2014: IRC announces that today it has received subscription monies of HK$155.1 million (approximately US$20 million) from General Nice and accordingly has allotted and issued 165,000,000 new Shares to General Nice as a further partial subscription of General Nice Further Subscription Shares (the ‘‘Partial Further Subscription’’).

Together with the 1,035,876,000 Shares already held by General Nice, as at the date of this announcement, General Nice holds, in aggregate, 1,200,876,000 Shares which represent approximately 25.58% of the total issued share capital of the Company, as enlarged by the Partial Further Subscription. Accordingly, General Nice has already invested over 70% of its total commitments, with the balance agreed to be paid on or before 22 April 2014.

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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 PARTIES ACTINGIN CONCERT WITH ITGeneral Nice and its concert parties1Minmetals Cheerglory2Petropavlovsk3Total shareholdings of General Nice andparties acting in concert with itOTHER SHAREHOLDINGSDirectorsGeorge Jay HambroYury MakarovRaymond Kar Tung WooIndependent ShareholdersTotal other shareholdingsTOTAL	Immediately before PartialFurther Subscriptionby General NiceNo. of Shares%1,035,876,00022.8700.002,205,900,00048.703,241,776,00071.5623,572,0000.5220,555,5000.4514,632,5000.3258,760,0001.301,229,374,30127.141,288,134,30128.444,529,910,301100.00	As at the date ofthis announcementNo. of Shares%1,200,876,00025.5800.002,205,900,00046.983,406,776,00072.5623,572,0000.5020,555,5000.4414,632,5000.3158,760,0001.251,229,374,30126.191,288,134,30127.444,694,910,301 100.00	As at the date ofthis announcementNo. of Shares%1,200,876,00025.5800.002,205,900,00046.983,406,776,00072.5623,572,0000.5020,555,5000.4414,632,5000.3158,760,0001.251,229,374,30126.191,288,134,30127.444,694,910,301 100.00
			72.56
			0.500.440.31
			1.2526.19
			27.44
			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.

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

By Order of the Board G. JAY HAMBRO Executive Chairman

Hong Kong, People’s Republic of China

Wednesday 26 February 2014

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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.

For further information, please contact:

Nicholas Bias Shirly Chan (中文查詢) Head of Communications Investor Relations Co-Ordinator Telephone: +852 2772 0007 Telephone: +852 2772 0007 Mobile: +852 9088 1029 Mobile: +852 6623 3450 Email: nb@ircgroup.com.hk 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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