IRC Limited — Capital/Financing Update 2016

Dec 1, 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. The information set out below in this announcement is provided for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares in the Company.

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(Incorporated in Hong Kong with limited liability)

(Stock code: 1029)

SUBSCRIPTION OF NEW SHARES BY TIGER CAPITAL FUND SPC – TIGER GLOBAL SP AND GRANT OF SHARE OPTIONS

UPDATE ON APPLICATION FOR WAIVER IN CONNECTION WITH SUBSCRIPTION

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

UPDATE

Reference is made to the announcement issued by the Company on 1 December 2016 (the “ Announcement ”) in relation to the Subscription Agreement which the Company entered into on 30 November 2016 with the Investor. Capitalised terms used in this announcement have the same meanings as defined in the Announcement, unless the context requires otherwise.

As noted in the Announcement, an application has been made by the Company to the Stock Exchange for a waiver from Listing Rule 13.36(5) permitting the Company to create, allot and issue securities under the General Mandate without obtaining the consent of Shareholders in an EGM for the issue of the Subscription Shares and the Option Shares at a price which represents a discount of greater than 20% to the benchmarked price of its Shares, on the grounds that the Company is in a serious financial position.

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The Stock Exchange has informed the Company that it will not grant its consent pursuant to Listing Rule 13.36(5). Accordingly, the condition precedent to the Subscription Agreement that such consent be granted will not be satisfied and the Company shall convene the EGM as soon as practicable for the Shareholders to consider and, if thought fit, approve the ordinary resolution in respect of (i) the Subscription Agreement and the transactions contemplated thereunder; and (ii) the allotment of the Subscription Shares and, if required by the Stock Exchange, the grant of the right to subscribe for the Option Shares under the Specific Mandate.

As noted in the Announcement, K&S is required to make payments of principal and interest on 20 December 2016 in the amount of approximately US$26 million under the Project Finance Facility. The Company expects that the EGM will be held towards the end of December 2016 (but unlikely to be held before 20 December 2016) with two of the Company’s major Shareholders (representing over 50% of the Shares in issue combined), Petropavlovsk and General Nice, each having expressed their intention to vote in favour of the Subscription (and therefore pass the resolution). Assuming the resolution is passed at the EGM, the Company will receive the Subscription proceeds (net of the Deposit) of approximately HK$177.2 million (equivalent to US$22.9 million), on the next Business Day following the EGM, which it can use, if required, to service the Project Finance Facility and to finance the working capital of the Group. The Company will continue in its efforts to obtain either an amendment to or waiver in respect of the Project Finance Facility or alternative fundraising in order to procure that in the period between 20 December 2016 and the date on which the funds pursuant to the Subscription are received, K&S is able to comply with its obligations under the Project Finance Facility.

GENERAL

Completion of the Subscription is subject to the satisfaction of the conditions precedent to the Subscription Agreement. As the Subscription may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

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

Hong Kong, People’s Republic of China Friday, 2 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.

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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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