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IRC Limited Capital/Financing Update 2014

Jan 29, 2014

49636_rns_2014-01-29_c300e74e-3f6f-4cfc-9d5b-71daf8e2194d.pdf

Capital/Financing Update

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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 UPDATE

References are made to (i) the announcement of IRC Limited 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 and 30 December 2013. Capitalised terms used in this announcement shall have the same meanings as defined in the Circular unless otherwise stated.

GENERAL NICE FURTHER SUBSCRIPTION

Thursday 30 January 2014: IRC Limited (‘‘IRC’’ or the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’ Stock Code 1029). 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 General Nice Further Subscription as follows:

  • (a) a payment of at least HK$155 million (approximately US$20 million) on or before 24 February 2014; and

  • (b) the balance, being HK$606,544,400.00 (US$78,220,393.85) less the amount paid in (a) above, on or before 22 April 2014.

Provided that General Nice makes the specified payments within the relevant times set out above, 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 date of 30 December 2013.

Upon the Company receiving the amounts set out in paragraph (a) in cleared funds at the required time, the Company shall allot and issue to General Nice as General Nice Further Subscription Shares such number of Shares as calculated by dividing the amount received by the Company by the Subscription Price (i.e. HK$0.94).

Upon receiving the amount set out in paragraph (b) in cleared funds at the required time, the Company shall allot and issue to General Nice as General Nice Further Subscription Shares such number of Shares as calculated by dividing the amount received by the Company by the Subscription Price (i.e.

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HK$0.94) 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.

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 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 Thursday, 30 January 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.

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: [email protected] Email: [email protected]

Registered Office

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

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