IRC Limited — Capital/Financing Update 2016

Feb 16, 2016

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.

Neither this announcement nor any copy thereof may be released into or distributed directly or indirectly in the United States or any other jurisdiction where such release or distribution might be unlawful, except for certain limited exceptions as specifically described herein.

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

Distribution of this announcement into jurisdictions other than Hong Kong may be restricted by law. Persons who come into possession of this announcement should acquaint themselves with and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction for which the Company will not accept any liability. 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.

This announcement does not constitute an offer of, or the solicitation of an offer to buy or subscribe for, Shares or the nil-paid Rights Shares in any jurisdiction in which such offer or solicitation is unlawful. Each of the Shares and the nil-paid Rights Shares has not been and will not be registered or subject to any filing requirements under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the “ FIEA ”) and may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of a resident in Japan, except in each case pursuant to an exemption from the registration, filing or any other requirements under the FIEA and otherwise in compliance with all applicable laws, rules, regulations and governmental guidelines of Japan.

This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “ US Securities Act ”). The Company has no intention to register under the US Securities Act any portion of the Rights Issue or the Rights Shares referred to herein.

The securities described herein will be offered in accordance with all applicable laws and regulations.

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(Stock Code: 488)

RESULTS OF THE RIGHTS ISSUE OF 10,047,266,781 RIGHTS SHARES AT THE SUBSCRIPTION PRICE OF HK$0.092 EACH ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY TWO EXISTING SHARES HELD ON THE RECORD DATE AND

ADJUSTMENTS TO THE SHARE OPTIONS

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RESULTS OF THE RIGHTS ISSUE

The Company is pleased to announce that as at 4:00 p.m. on Monday, 1 February 2016, being the latest time for acceptance of and payment for the Rights Shares and for application and payment for the excess Rights Shares, (a) a total of 208 valid acceptances in respect of 6,906,964,447 Rights Shares provisionally allotted under the Rights Issue have been received, representing approximately 68.74% of the total number of 10,047,266,781 Rights Shares available under the Rights Issue, and (b) a total of 122 valid applications for 102,022,581 excess Rights Shares have been received, representing approximately 1.02% of the total number of Rights Shares available under the Rights Issue. In aggregate, a total of 330 valid acceptances and applications in respect of 7,008,987,028 Rights Shares, representing approximately 69.76% of the total number of Rights Shares available under the Rights Issue, have been received.

The Rights Issue became unconditional at 4:00 p.m. on Friday, 5 February 2016.

Regarding the 102,022,581 excess Rights Shares being applied for by way of application under the EAFs, the Board has resolved to allot the excess Rights Shares on a fair and equitable basis as set out below in this announcement.

UNDERWRITING AGREEMENT

In accordance with the terms of the Underwriting Agreement, the Underwriter has subscribed for 3,038,279,753 Underwritten Shares.

DESPATCH OF SHARE CERTIFICATES FOR THE RIGHTS SHARES AND REFUND CHEQUES

It is expected that share certificates for the Rights Shares, in their fully-paid form, and refund cheques (if any) in respect of wholly or partially unsuccessful applications for excess Rights Shares (without interest) will be posted to those entitled thereto by ordinary post at their own risk on Wednesday, 17 February 2016.

COMMENCEMENT OF DEALINGS IN THE FULLY-PAID RIGHTS SHARES

Dealings in the Rights Shares, in their fully-paid form, are expected to commence on the Stock Exchange at 9:00 a.m. on Thursday, 18 February 2016.

ADJUSTMENTS TO THE OUTSTANDING SHARE OPTIONS

As a result of the Rights Issue, adjustments will be required to be made to the exercise price of, and the number of Shares entitled to be subscribed under, the outstanding Share Options in accordance with the terms of the Share Option Scheme and in compliance with Rule 17.03(13) of the Listing Rules and the supplementary guidance issued by the Stock Exchange on 5 September 2005.

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Reference is made to the prospectus of Lai Sun Development Company Limited (the “ Company ”) dated 18 January 2016 (the “ Prospectus ”).

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the Prospectus.

RIGHTS ISSUE

The Company is pleased to announce that as at 4:00 p.m. on Monday, 1 February 2016, being the latest time for acceptance of and payment for the Rights Shares and for application and payment for the excess Rights Shares, (a) a total of 208 valid acceptances in respect of 6,906,964,447 Rights Shares provisionally allotted under the Rights Issue have been received, representing approximately 68.74% of the total number of 10,047,266,781 Rights Shares available under the Rights Issue, and (b) a total of 122 valid applications for 102,022,581 excess Rights Shares have been received, representing approximately 1.02% of the total number of Rights Shares available under the Rights Issue. In aggregate, a total of 330 valid acceptances and applications in respect of 7,008,987,028 Rights Shares, representing approximately 69.76% of the total number of Rights Shares available under the Rights Issue, have been received.

The Rights Issue became unconditional at 4:00 p.m. on Friday, 5 February 2016.

EXCESS RIGHTS SHARES

Regarding the 102,022,581 excess Rights Shares being applied for by way of application under the EAFs, the Board has resolved to allot a total of 102,022,581 Rights Shares available for excess applications on a fair and equitable basis as set out in the following table based on the principles, as stated in the Prospectus, that any excess Rights Shares would be allocated to Qualifying Shareholders who apply for them on a pro rata basis based on the excess Rights Shares applied for by them; no preference would be given to topping-up odd-lot holdings to whole-lot holdings; and in any event, LSG and/or the LSG Subsidiaries’ EAFs (if any) would be scaled back to ensure that out of all Shares available for subscription by EAFs, LSG and the LSG Subsidiaries would receive no more than the percentage thereof as equates to their percentage interest in the Company on the Record Date:

Number of	Total number of	Basis of allotment	Total number of	Approximate
valid excess	excess Rights		excess Rights	percentage of
applications	Shares applied		Shares allotted	allocation based on
	for			the total number of
				excess Rights
				Shares applied for
122	102,022,581	Allotted in full	102,022,581	100%

UNDERWRITING AGREEMENT

As all the conditions precedent set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement was not terminated by the Underwriter on or before 4:00 p.m. on Friday, 5 February 2016, the Underwriting Agreement became unconditional at 4:00 p.m. on Friday, 5 February 2016.

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In accordance with the terms of the Underwriting Agreement, the Underwriter has subscribed for 3,038,279,753 Underwritten Shares.

DESPATCH OF SHARE CERTIFICATES AND REFUND CHEQUES

It is expected that the share certificates for the Rights Shares, in their fully-paid form, and the refund cheques (if any) in respect of wholly or partially unsuccessful applications for the excess Rights Shares (without interest) will be posted to those entitled thereto by ordinary post at their own risk on Wednesday, 17 February 2016.

COMMENCEMENT OF DEALINGS IN THE RIGHTS SHARES

Dealings in the Rights Shares, in their fully-paid form, are expected to commence on the Stock Exchange at 9:00 a.m. on Thursday, 18 February 2016.

SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the shareholding structure of the Company immediately before and after the completion of the Rights Issue was as follows:

Immediately before the completion of the Rights Issue Immediately after the completion of the Rights Issue Name of the Shareholder No. of Shares Approximate % of the total issued Shares No. of Shares Approximate % of the total issued Shares	Immediately before the completion of the Rights Issue Immediately after the completion of the Rights Issue Name of the Shareholder No. of Shares Approximate % of the total issued Shares No. of Shares Approximate % of the total issued Shares	Immediately before the completion of the Rights Issue Immediately after the completion of the Rights Issue Name of the Shareholder No. of Shares Approximate % of the total issued Shares No. of Shares Approximate % of the total issued Shares	Immediately before the completion of the Rights Issue Immediately after the completion of the Rights Issue Name of the Shareholder No. of Shares Approximate % of the total issued Shares No. of Shares Approximate % of the total issued Shares	Immediately before the completion of the Rights Issue Immediately after the completion of the Rights Issue Name of the Shareholder No. of Shares Approximate % of the total issued Shares No. of Shares Approximate % of the total issued Shares
Dr. Lam (Note 1) The Underwriter (Note 1) The Directors (Note 2) Public Shareholders	14,307,745 10,425,699,353 9,680,649 9,662,154,179	0.07 51.84 0.05 48.04	21,461,617 18,676,828,782 14,520,973 11,446,297,335	0.07 61.93 0.05 37.95
Total	20,111,841,926	100.00	30,159,108,707	100.00

(Note 3)

Notes:

• (1) LSG is approximately 12.53% directly beneficially owned by Dr. Lam and is approximately 29.70% owned by Wisdoman Limited which is in turn 100% owned by Dr. Lam. In addition, LSG, by itself and through the LSG Subsidiaries, namely Joy Mind Limited and Zimba International Limited, hold an aggregate of 18,676,828,782 Shares, representing approximately 61.93% of the issued share capital of the Company.

• (2) This represents the aggregate shareholding of the Directors other than Dr. Lam.

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• (3) On 29 January 2016, the issued share capital of the Company increased from 20,094,533,563 to 20,111,841,926 as a result of the issue of 17,308,363 scrip shares to those shareholders of the Company who have elected to receive scrip dividend in lieu of the cash dividend pursuant to the scrip dividend scheme in relation to the final dividend for the year ended 31 July 2015.

ADJUSTMENTS TO THE SHARE OPTIONS

As a result of the Rights Issue, adjustments will be required to be made to the exercise price of, and the number of Shares entitled to be subscribed under, the outstanding Share Options in accordance with the terms of the Share Option Scheme.

In accordance with the terms of the Share Option Scheme and in compliance with Rule 17.03(13) of the Listing Rules and the supplementary guidance issued by the Stock Exchange on 5 September 2005, and as a result of the completion of the Rights Issue, the exercise price of, and the number of Shares entitled to be subscribed under, the outstanding Share Options will be adjusted in the following manner with effect from 17 February 2016.

Category or name of grantees Date of grant Number of Share Options before the Rights Issue Exercise price prior to the Rights Issue Number of Share Options after the Rights Issue Adjusted exercise price after the Rights Issue	Category or name of grantees Date of grant Number of Share Options before the Rights Issue Exercise price prior to the Rights Issue Number of Share Options after the Rights Issue Adjusted exercise price after the Rights Issue	Category or name of grantees Date of grant Number of Share Options before the Rights Issue Exercise price prior to the Rights Issue Number of Share Options after the Rights Issue Adjusted exercise price after the Rights Issue
Chew Fook Aun 05/06/2012 Lam Kin Ngok, Peter 18/01/2013 Lam Hau Yin, Lester 18/01/2013 Lau Shu Yan, Julius 18/01/2013 Other employees, in aggregate 18/01/2013 Other employees, in aggregate 26/07/2013 Other employees, in aggregate 21/01/2015	200,628,932 HK$0.112 20,062,893 HK$0.335 200,628,932 HK$0.335 100,314,466 HK$0.335 177,188,680 HK$0.335 4,000,000 HK$0.235 11,000,000 HK$0.174	208,654,089 HK$0.107 20,865,408 HK$0.322 208,654,089 HK$0.322 104,327,044 HK$0.322 184,276,227 HK$0.322 4,160,000 HK$0.225 11,440,000 HK$0.167
Total	713,823,903	742,376,857

Save for the above adjustments, all other terms and conditions of the outstanding Share Options remain unchanged. The above adjustments satisfy the requirements of the Main Board Listing Rule 17.03(13) and the supplementary guidance issued by the Stock Exchange on 5 September 2005. Specific notification regarding the adjustments will be given to holders of the Share Options.

By order of the Board of Lai Sun Development Company Limited Chew Fook Aun Executive Director and Deputy Chairman

Hong Kong, 16 February 2016

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As at the date of this announcement, the Board comprises the following members:

Executive Directors: Dr. Lam Kin Ngok, Peter (Chairman) and Messrs. Chew Fook Aun (Deputy Chairman), Lau Shu Yan, Julius (Chief Executive Officer) and Lam Hau Yin, Lester; Non-Executive Directors: Dr. Lam Kin Ming and Madam U Po Chu; and Independent Non-Executive Messrs. Lam Bing Kwan, Leung Shu Yin, William and Ip Shu Kwan, Directors : Stephen.

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