IRC Limited — Capital/Financing Update 2016

Dec 28, 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.

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(Incorporated in the Hong Kong with limited liability)

(Stock code: 1029)

ADDITIONAL AGREEMENT WITH CNEEC

Wednesday, 28 December 2016: IRC Limited (“IRC” or the “Company”, together with its subsidiaries, the “Group”; Stock Code 1029) makes this announcement pursuant to Rules 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Listing Rules ”) and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong).

On 27 December 2016, the Company’s subsidiary, Limited Liability Company KS GOK (“ KS GOK ”), signed an additional agreement to the EPC contract (“ Additional Agreement ”) with China National Electric Engineering Co., Ltd. (“ CNEEC ”), the EPC contractor appointed in respect of the design, construction, testing and commissioning of the Kimkan iron ore production facility (“ Project ”).

The Additional Agreement implements certain changes to the EPC contract entered into between KS GOK and CNEEC dated 6 December 2010 (as amended) (“ EPC Contract ”). In particular, the parties have agreed:

• (a) to reduce the value of the deferred payment of elements under the EPC Contract by US$3.9 million;

• (b) that the taking-over certificate for the Project will be issued on 31 December 2016, notwithstanding that KS GOK will complete certain works itself, and that the time for completion will be extended to 26 July 2016 from 30 June 2016;

• (c) to amend the parties’ respective responsibilities for remedying certain specified defects from CNEEC to KS GOK;

• (d) that, within 2 days of signing the Additional Agreement, CNEEC pays to the Group US$4,507,629 as a contribution towards the remedial and associated costs that KS GOK will incur in remedying certain defects; and

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• (e) on the date the payment described in (d) is received by the Group, and subject to receipt of such payment, to release the performance bond provided in relation to the EPC Contract (that is due to expire on 31 December 2016).

Except as expressly set out in the Additional Agreement, the parties have reserved their rights to pursue all and any claims under the EPC Contract. In particular, KS GOK may still pursue its claim for delay penalties in respect of the period from 26 July 2016 until 31 December 2016, amounting to approximately US$23.7 million.

The Company also refers to its announcement dated 21 December 2016 in relation to the US$340 million project finance facility between KS GOK and the Industrial and Commercial Bank of China Ltd (“ ICBC ”) entered into on 13 December 2010 (the “ Project Finance Facility ”). The Group continues to be in discussions with ICBC regarding further proposals for a restructuring, amendment or waiver under the Project Finance Facility and has been informed by ICBC that entry into the Additional Agreement is a condition to the finalisation of any such proposals. Further announcement in this regard will be made as and when appropriate.

By Order of the Board IRC Limited Yury Makarov Chief Executive Officer

Hong Kong, People’s Republic of China Wednesday, 28 December 2016

As at the date of this announcement, the Executive Directors of the Company are Mr Yury Makarov and Mr Danila Kotlyarov. The Non-Executive Directors are Mr George Jay Hambro, Mr Cai Sui Xin (Benjamin Ng as his alternate) and Mr Raymond Kar Tung Woo. The Independent Non-Executive Directors are Mr Daniel Bradshaw, Mr Simon Murray, CBE, Chevalier de la Légion d’Honneur, Mr Chuang-Fei Li and Mr Jonathan Martin Smith.

IRC Limited

6H, 9 Queen’s Road Central Hong Kong Tel: +852 2772 0007 Email: ir@ircgroup.com.hk Website: www.ircgroup.com.hk

For further information please visit www.ircgroup.com.hk or contact:

Shirly Chan

Manager – Communications & Investor Relations Telephone: +852 2772 0007 Mobile: +852 9688 8293 Email: sc@ircgroup.com.hk

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