IRC Limited — Proxy Solicitation & Information Statement 2013

Feb 22, 2013

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.

==> picture [154 x 79] intentionally omitted <==

(a company incorporated in Hong Kong with limited liability) (Stock Code: 1029)

DESPATCH OF CIRCULAR

RELATING TO

(1) SUBSCRIPTION OF NEW SHARES BY GENERAL NICE AND MINMETALS CHEERGLORY (2) APPLICATION FOR WHITEWASH WAIVER (3) CONTINUING CONNECTED TRANSACTION (4) SPECIAL DEALS AND (5) NOTICE OF EGM

The Circular, containing, among other things, details of (i) the Share Issue Transaction and the Investors’ Subscription Agreements; (ii) the Whitewash Waiver; (iii) the Offtake Arrangement; (iv) the Deed of Indemnity; (v) the Guarantee Fee and the notice convening the EGM, has been dispatched to the Shareholders on 21 February 2013.

Reference is made to the announcement of the Company dated 17 January 2013 in relation to, among other matters, its entry into the General Nice Subscription Agreement and the Minmetals Cheerglory Subscription Agreement with General Nice and Minmetals Cheerglory, respectively, in respect of a strategic investment in the Company by the Investors and the Offtake Arrangement with General Nice and Minmetals Cheerglory and the announcement of the Company dated 7 February 2013 in relation to the delay in despatch of the Circular (the ‘‘Previous Announcements’’).

Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Previous Announcements.

– 1 –

DESPATCH OF THE CIRCULAR

The Board is pleased to announce that the Circular containing, among other things: (i) details of the Share Issue Transaction and the Investors’ Subscription Agreements; (ii) details of the Whitewash Waiver; (iii) details of the Offtake Arrangement; (iv) details of the Deed of Indemnity; (v) details of the Guarantee Fee; (vi) a letter of recommendation from the Independent Board Committee; (vii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Investors’ Subscription Agreements and the transactions contemplated thereunder, the Whitewash Waiver, the Offtake Arrangement and the transactions contemplated thereunder and the Special Deals; (viii) a notice of the EGM; and (ix) other information as required under the Listing Rules and the Takeovers Code has been despatched to the Shareholders on 21 February 2013.

Shareholders are encouraged to read the Circular carefully, and in particular the recommendation of the Independent Board Committee to the Independent Shareholders and the letter of advice from the Independent Financial Adviser contained in the Circular, before voting on the relevant resolutions at the EGM to be held at 10:00 a.m. on Monday, 11 March 2013 at Regus Business Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong.

By Order of the Board G. JAY HAMBRO Executive Chairman

Hong Kong, People’s Republic of China 22 February 2013

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

The Directors jointly and severally accept full responsibility for the accuracy of the information in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.

– 2 –