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IRC Limited Capital/Financing Update 2015

Jul 9, 2015

49636_rns_2015-07-09_7567f94d-3ae2-413d-94a0-12a51627c9e4.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.

Distribution of this announcement into jurisdictions other than Hong Kong may be restricted by law. Persons into whose possession this announcement comes should inform themselves of and observe any such restrictions. This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States.

This announcement is for information purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act of 1933 (the ‘‘U.S. Securities Act’’) or the laws of any state in the United States, and may not be offered or sold within the United States, absent registration or an exemption from the registration requirements of the U.S. Securities Act and applicable state laws. There is no intention to register any portion of the open offer or any securities described herein in the United States or to conduct a public offering of securities in the United States.

This announcement appears for information purposes only and does not constitute an invitation or offer to sell, dispose, acquire, purchase or subscribe for securities in the Company and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever.

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(Incorporated in Hong Kong with limited liability)

(Stock code: 1029)

OPEN OFFER ON THE BASIS OF 4 OFFER SHARES FOR EVERY 15 EXISTING SHARES HELD ON THE RECORD DATE AT THE SUBSCRIPTION PRICE OF HK$0.315 EACH

COMMENCEMENT OF DEALINGS IN THE SHARES ON AN EX-ENTITLEMENT BASIS

Thursday, 9 July 2015: IRC Limited (‘‘IRC’’ or the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’, Stock code: 1029). Reference is made to the announcement (the ‘‘Announcement’’) of IRC dated 29 June 2015. Terms defined in the Announcement shall have the same meanings when used in this announcement unless context requires otherwise.

COMMENCEMENT OF DEALINGS IN THE SHARES ON AN EX-ENTITLEMENT BASIS

Pursuant to the expected timetable for the Open Offer as set out in the Announcement, the last day of dealings in the Shares on a cum-entitlement basis was Thursday, 9 July 2015. The closing price per Share as quoted on the Stock Exchange on 9 July 2015 was HK$0.34.

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Dealings in the Shares on an ex-entitlement basis will commence on Friday, 10 July 2015.

The Underwriting Agreement contains provisions granting Pine River and any other Underwriter a right to terminate the Underwriters’ obligations under the Underwriting Agreement upon the occurrence of certain events. The Open Offer is conditional upon the Underwriting Agreement becoming unconditional and not being terminated in accordance with its terms. If any of the conditions of the Open Offer is not fulfilled or waived, the Open Offer will not proceed. Accordingly, the Open Offer may or may not proceed. Shareholders and potential investors of the Company should exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

By Order of the Board G. JAY HAMBRO Executive Chairman

Hong Kong, People’s Republic of China Thursday, 9 July 2015

As at the date of this announcement, the Executive Directors of the Company are Mr G. Jay Hambro and Mr Yury Makarov. The Non-Executive Directors are Mr Cai Sui Xin, Mr Liu Qingchun, Mr Simon Murray, CBE, Chevalier de la Légion d’Honneur and Mr Raymond Kar Tung Woo. The Independent Non-Executive Directors are Mr Daniel Bradshaw, Mr Chuang-Fei Li and Mr Jonathan Martin Smith.

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