IRC Limited — Capital/Financing Update 2016

Jan 18, 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)

ANNOUNCEMENT

DESPATCH OF PROSPECTUS DOCUMENTS

The Company is pleased to announce that the Prospectus Documents were despatched to the Qualifying Shareholders today. The Prospectus (without the provisional allotment letter for the Rights Shares (or PAL) or a form of application for excess Rights Shares (or EAF)) may be despatched to certain Non-Qualifying Shareholders for information purposes only. Details of the despatch arrangements are set out below.

Qualifying Shareholders are reminded that the latest time for acceptance of and payment for Right Shares and for application and payment for excess Rights Shares is 4:00 p.m. on Monday, 1 February 2016.

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Reference is made to the joint announcement of the Company and Lai Sun Garment (International) Limited dated 17 November 2015 in relation to a proposed 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 (the “ Announcement ”).

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the Prospectus issued by the Company in relation to the Rights Issue.

Despatch of Prospectus Documents

The Company is pleased to announce that the Prospectus Documents were despatched today to the Qualifying Shareholders whose names appeared on the register of members of the Company on Friday, 15 January 2016, which is the Record Date for the Rights Issue, as referred to in the Announcement.

The Prospectus and forms of PAL and EAF have been made available on the websites of the Company (www.laisun.com) and the Stock Exchange (www.hkexnews.hk) for information only.

Important Notice

As set forth in the Prospectus Documents, there are restrictions on the distribution of these materials to Non-Qualifying Shareholders.

In particular, Shareholders and investors are advised that there are restrictions on the further distribution of these materials to beneficial owners of our Shares located in Canada or the US and these materials may not be distributed to such owners except certain categories of such owners who comply with the applicable procedural requirements set forth in the sections of the Prospectus headed “Distribution of this Prospectus and the other Prospectus Documents”, “NonQualifying Shareholders”, “Non-Qualifying Beneficial Owners” and “Limited category of persons in the Specified Territory who may be able to take up their rights under the Rights Issue”.

Distribution of the Prospectus Documents

The Company will only send the Prospectus Documents to the Qualifying Shareholders. However, the Company will, to the extent practicable, send the Prospectus (without the PAL or the EAF) to Non-Qualifying Shareholders in Japan and Canada, for information purposes only. The Prospectus Documents will not be sent to any Shareholders or Beneficial Owners in the US, except to those Shareholders or Beneficial Owners whom the Company reasonably believes are QIBs and in respect of whom the provisions applicable to QIBs under the heading “Limited category of persons in the Specified Territory who may be able to take up their rights under the Rights Issue” have been complied with.

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Distribution of the Prospectus Documents into jurisdictions other than Hong Kong may be restricted by law. Persons into whose possession the Prospectus Documents come (including, without limitation, agents, custodians, nominees and trustees) should inform themselves of and observe any such restrictions. Any failure to comply with those restrictions may constitute a violation of the securities laws of any such jurisdiction. Any Shareholder or Beneficial Owner who is in any doubt as to his/her position should consult an appropriate professional adviser without delay. In particular, subject to certain exceptions as determined by the Company, the Prospectus Documents should not be distributed, forwarded to or transmitted in, into or from any of the Specified Territory, Japan or Canada.

The Prospectus Documents will not be registered under the applicable securities legislation of any jurisdiction other than Hong Kong.

Qualifying Shareholders are reminded that the latest time for acceptance of and payment for Rights Shares and for application and payment for excess Rights Shares is 4:00 p.m. on Monday, 1 February 2016.

Details of the procedures for acceptance and payment for and the expected timetable for the Rights Issue are set out in the Prospectus Documents.

The Rights Issue is conditional upon the Underwriting Agreement becoming unconditional and not being rescinded or terminated in accordance with its terms. The conditions of the Underwriting Agreement and details of the circumstances in which the Underwriter has the right to rescind or terminate the Underwriting Agreement are set out in the Prospectus Documents.

Shareholders and potential investors are advised to exercise caution when dealing in the Shares (including any nil-paid Rights Shares or fully-paid Rights Shares) and, if they are in any doubt about their position, they should consult their professional adviser(s). Any Shareholder or other persons dealing in the Shares or in the nil-paid Rights Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled and the date on which the Underwriter’s right of termination of the Underwriting Agreement ceases will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed.

By order of the Board of Lai Sun Development Company Limited Chew Fook Aun

Executive Director and Deputy Chairman

Hong Kong, 18 January 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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