IRC Limited — Proxy Solicitation & Information Statement 2015

Nov 4, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other appropriate independent professional adviser.

If you have sold or transferred all your shares in IRC Limited (the “Company”), you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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

PROPOSAL FOR ADOPTION OF NEW SHARE OPTION SCHEME; REFRESHMENT OF GENERAL MANDATE; AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (‘‘EGM’’) of IRC Limited (the ‘‘Company’’) to be held at Admiralty Conference Centre, 1804A, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 20 November 2015 at 2:30 p.m., is set out on pages 23 to 25 of this circular. A form of proxy for use by the shareholders of the Company at the EGM is enclosed herein. Such form of proxy is also published on the websites of the Company and of The Stock Exchange of Hong Kong Limited.

Whether or not you intend to be present at the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Hong Kong share registrar of the Company, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 48 hours before the time fixed for holding the relevant meeting or any adjournment thereof. Completion and delivery of the form of proxy will not prevent you from attending, and voting at, the relevant meeting or any adjournment thereof if you so wish.

5 November 2015

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I	– THE PRINCIPAL TERMS OF
	THE NEW SHARE OPTION SCHEME . . . . . . . . . . . . . . . .	12
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . .		23

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• ‘‘Adoption Date’’

the date on which the New Share Option Scheme is adopted, conditionally, by an ordinary resolution of the Shareholders at the EGM

• “AGM”

• the annual general meeting of the Company held on 4 June 2015

• ‘‘associate(s)’’

• has the meaning ascribed thereto in the Listing Rules

• ‘‘Board’’

• the board of directors of the Company (and, in relation to the New Share Option Scheme, includes any committee or delegate of the Board duly appointed by the Board to perform any of its function)

• ‘‘Business Day’’

• any day on which the Stock Exchange is open for business of dealing in securities

• ‘‘Company’’

• IRC Limited, a company incorporated in Hong Kong with limited liability and the issued securities of which are listed on the Stock Exchange

• ‘‘core connected person(s)’’

• has the meaning ascribed thereto in the Listing Rules

• ‘‘Director(s)’’

• the director(s) (including executive and non-executive director(s)) of the Company from time to time

• ‘‘EGM’’

• the extraordinary general meeting of the Company to be held on 20 November 2015 for the purpose of considering and, if thought fit, approving, among other things, the New Share Option Scheme or any adjournment thereof

• “Eligible Person(s)”

any person belonging to any of the following classes of eligible person on the Offer Date:

• (a) any employee of (whether full-time or part-time employee, including any executive directors but not any non-executive director) the Company and its subsidiaries;

– 1 –

DEFINITIONS

• (b) any non-executive director (including Independent Non-Executive Directors) of the Company and any of its subsidiaries; and

• (c) any person or entity acting in their capacities as consultants that provide research, development or other services the Group

• “Existing General Mandate”

• “Grantee”

• ‘‘Group’’

• ‘‘Hong Kong’’

• ‘‘Independent Non-Executive Director’’

• ‘‘Issue Mandate”

• ‘‘Latest Practicable Date’’

• ‘‘Listing Rules’’

• ‘‘New Share Option Scheme’’

• “Offer”

• the general mandate duly approved and granted by the Shareholders at the AGM to the Directors to allot, issue and deal with a maximum of 971,982,060 new Shares, representing 20% of the issued share capital of the Company as at the date of the AGM

• any Eligible Person who accepts an Offer (and, where relevant, includes his/her personal representative(s))

• the Company and its subsidiaries

• the Hong Kong Special Administrative Region of the PRC

• in relation to any company, a person who from time to time is an independent non-executive director of that company within the meaning of the Listing Rules

• the new mandate proposed to be sought at the EGM to authorise the Directors to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of passing of the relevant resolution at the EGM

• 2 November 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

• the Rules Governing the Listing of Securities on the Stock Exchange

• the share option scheme proposed to be adopted by the Shareholders at the EGM, a summary of its principal terms is set out in Appendix I to this circular

• an offer as the grant of an Option made in accordance with the New Share Option Scheme

– 2 –

DEFINITIONS

• ‘‘Offer Date’’

• ‘‘Option’’

• ‘‘Option Period’’

• ‘‘Option Price’’

• ‘‘PRC’’

• ‘‘Refreshment of General Mandate’’

• “Remuneration Committee”

• ‘‘Rules’’

• ‘‘Share(s)’’

• in relation to an Option, the date (which must be a Business Day) on which an Eligible Person is made an Offer

• in relation to the New Share Option Scheme, a right granted under the New Share Option Scheme to subscribe for Shares in accordance with the New Share Option Scheme

• in relation to an Option, a period to be determined by the Board in its absolute discretion and notified by the Board to the Grantee during which the Option may be exercised and in any event, such period shall not be longer than ten years commencing on the Offer Date and expiring on the last day of such ten-year period subject to the provisions for early termination contained in paragraph (8) in Appendix I and provided that the Board may in its discretion determine the Vesting Period or other restrictions before the exercise of the subscription right attaching thereto

• in respect of any Option granted under the New Share Option Scheme, the amount of HK$1.00 payable for each acceptance of grant of an Option

• the People’s Republic of China (excluding, for the purposes of this circular, Hong Kong, Macau and Taiwan)

• the proposed refreshment of the Existing General Mandate and the grant of the Issue Mandate

• the remuneration committee of the Company

• the rules of the New Share Option Scheme

• ordinary share(s) of the Company (or, if there has been a consolidation, reduction, re-classification, sub-division or reconstruction of the share capital of the Company, shares forming part of the equity share capital of the Company of such revised amount as shall result from such consolidation, reduction, re-classification, sub-division or reconstruction of such ordinary share(s) from time to time)

– 3 –

DEFINITIONS

‘‘Shareholder(s)’’

the registered holder(s) for the time being of Share(s)

• ‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited

• “Subscription Price” the price at which each Share subject to an Option may be subscribed on the exercise of that Option, subject to paragraphs (5) and (9) in Appendix I

• ‘‘Substantial Shareholder(s)’’ has the meaning as defined in the Listing Rules

• “Vesting Period” a minimum period of time, as determined by the Board, for which an Option must be held before it can be exercised

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘%’’ per cent.

Note: The figures in US$ are converted into HK$ at the rate of US$1 = HK$7.76 throughout this circular for indicative purposes only.

– 4 –

LETTER FROM THE BOARD

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(a company incorporated in Hong Kong with limited liability)

(Stock code: 1029)

Board of Directors: Executive Directors Mr Jay Hambro Mr Yury Makarov

Registered office: 6H, 9 Queen’s Road Central Hong Kong

Non-executive Directors

Mr Simon Murray, CBE, Chevalier de la Légion d’honneur

Mr Cai Sui Xin Mr Liu Qingchun Mr Raymond Woo

Independent Non-executive Directors Mr Daniel Bradshaw Mr Jonathan Martin Smith Mr Chuang-fei Li

Company Secretary:

Mr Johnny Yuen

5 November 2015

Dear Shareholder,

PROPOSAL FOR ADOPTION OF NEW SHARE OPTION SCHEME; REFRESHMENT OF GENERAL MANDATE; AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with (i) the details of the New Share Option Scheme; (ii) details relating to the Refreshment of General Mandate; and (iii) the notice convening the EGM.

– 5 –

LETTER FROM THE BOARD

PROPOSAL FOR ADOPTION OF THE NEW SHARE OPTION SCHEME

New Share Option Scheme

As at the Latest Practicable Date, the Company did not have any share option scheme. At the EGM, an ordinary resolution will be proposed for the Shareholders to approve and adopt the New Share Option Scheme, which will take effect on the date of its adoption at the EGM subject to the Stock Exchange granting approval for the listing of and dealing in the Shares to be issued and allotted pursuant to the exercise of Options in accordance with the terms and conditions of the New Share Option Scheme.

The Remuneration Committee has a strategy to incentivise, reward and retain key employees. However, in the current volatile market for industrial commodities, the Board is striving to conserve cash and consequently the challenge for the Remuneration Committee to enact its strategy is considerable. The Company does not have any other form of long term incentive plan in place since the recent completion of the previous scheme, which was launched in 2010 to provide equity incentives to selected employees of the Group. The New Share Option Scheme is designed to provide a reward to long term performance that aligns the interests of the Grantees with those of the Company’s long term Shareholders. The Grantees will only benefit from the New Share Option Scheme if they satisfy certain conditions, including remaining with the Group for the long term.

As at the Latest Practicable Date, the issued share capital of the Company is 6,155,886,381 Shares. Assuming that there is no change in the issued share capital during the period between the Latest Practicable Date and the Adoption Date, the number of Shares issuable pursuant to the New Share Option Scheme on the Adoption Date will be 615,588,638 Shares, being 10% of the issued share capital of the Company.

The Directors consider that it is not appropriate to state the value of all Options that can be granted pursuant to the New Share Option Scheme as if they had been granted on the Latest Practicable Date as a number of variables which are crucial for the calculation of the Option value have not been determined. Such variables include but are not limited to the exercise price, exercise period and lock-up period (if any). The Directors believe that any calculation of the value of the Options as at the Latest Practicable Date based on a number of speculative assumptions would not be meaningful to Shareholders.

The Company does not at present intend to appoint a trustee to the New Share Option Scheme. None of the Directors is a trustee of the New Share Option Scheme or has a direct or indirect interest in the trustee of the New Share Option Scheme (if any).

With respect to the operation of the New Share Option Scheme, the Company will, where applicable, comply with the relevant requirements under Chapter 17 of the Listing Rules. The basis for determining the Subscription Price is provided in the Rules and is compliant with the requirements of Rule 17.03(9) of the Listing Rules. The Board believes that the authority given to the Board under the Rules to specify any Vesting Period and/or performance targets as conditions in any Option granted and the requirement for a minimum Subscription Price as well as the selection criteria prescribed by the Rules will serve to achieve the purpose of the New Share Option Scheme.

– 6 –

LETTER FROM THE BOARD

Conditions precedent of the New Share Option Scheme

The adoption of the New Share Option Scheme is conditional upon:

• (a) the passing of an ordinary resolution at the EGM to adopt the New Share Option Scheme by the Shareholders; and

• (b) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in any Shares which may fall to be issued by the Company pursuant to the exercise of Options in accordance with the terms of the New Share Option Scheme.

Subject to obtaining Shareholders’ approval with respect to the adoption of the New Share Option Scheme at the EGM, the total number of Shares which may be issued upon the exercise of all Options to be granted under the New Share Option Scheme and any other share option scheme of the Company must not in aggregate exceed 10% of the total issued capital of the Company as at the date of approval of the New Share Option Scheme unless the Company obtains a fresh approval from Shareholders to renew the 10% limit on the basis that the maximum number of Shares in respect of which Options may be granted under the New Share Option Scheme together with any Options outstanding and yet to be exercised under the New Share Option Scheme and any other share option scheme of the Company must not exceed 30% of the issued share capital of the Company from time to time.

A summary of the principal terms of the New Share Option Scheme which is proposed to be approved and adopted by the Company at the EGM is set out in the Appendix I to this circular on pages 12 to 22. A copy of the Rules is available for inspection at the Company’s principal place of business in Hong Kong at 6H, 9 Queen’s Road Central, Hong Kong during normal business hours from the date hereof up to and including the date of the EGM.

Application for listing

Application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the Options granted under the New Share Option Scheme.

REFRESHMENT OF GENERAL MANDATE

The principal activity of the Company is investment holding and the principal activities of its subsidiaries, associates and jointly controlled entity are the production and development of industrial commodities products.

At the AGM, the Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Existing General Mandate to allot, issue and deal with up to 971,982,060 new Shares, representing 20% of the issued Shares as at the date of the AGM. As at the Latest Practicable Date, no Shares have been issued under the Existing General Mandate.

– 7 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company has not made any refreshment of the Existing General Mandate since the AGM and there are no outstanding options, warrants, convertible securities or other rights to subscribe for Shares.

Reasons for the Refreshment of General Mandate

On 29 June 2015, the Board announced the open offer of the Company at the subscription price of HK$0.315 per offer share on the basis of 4 offer shares for every 15 Shares held on the record date (the ‘‘Open Offer”) (see “Fund raising activities in the past twelve months” sub-heading below for details). As a result of the Open Offer, the Company allotted and issued an aggregate of 1,295,976,080 Shares on 7 August 2015. Accordingly, the issued share capital of the Company has been enlarged to 6,155,886,381 Shares.

As a result of the increase in the issued share capital of the Company as described above, the Existing General Mandate (which has not been utilised up to the Latest Practicable Date) only represents approximately 15.79% of the existing issued share capital of the Company subsequent to the Open Offer. The Directors consider that the proposed refreshment of the Existing General Mandate will give the Board the required flexibility for any future allotment and issue of Shares on behalf of the Company as and when considered necessary. In the event there are any further funding needs or if an attractive offer for investment in the Shares is received from potential investors before the next annual general meeting, the Board will be able to address such funding needs or respond to the market and such investment offer promptly by considering the issue of Shares at the maximum of 20% of the issued share capital of the Company as at the date of the EGM. The Board believes that a fund raising exercise pursuant to a general mandate is simpler and faster than other types of fund raising exercises and removes uncertainties in circumstances when a specific mandate may not be obtained in a timely manner. Accordingly, the Directors consider that the Refreshment of General Mandate is fair and reasonable and is in the best interests of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, the Company has not identified any other concrete fund raising plan with any financial institutions and has not contemplated any further fund raising exercises. However, the proceeds from the Open Offer may not satisfy the upcoming financing needs in full if there is any change of the Group’s current circumstances and business plans or if there shall arise any other potential investment opportunities. Hence, the Board does not rule out the possibility that the Company will conduct further debt and/or equity fund raising exercises when suitable fund raising opportunities arise in order to support future developments of the Group. By refreshing the Existing General Mandate, the Group will have greater financial flexibility and be able to maximise the fund raising amounts to capture any fund raising opportunities. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.

As at the Latest Practicable Date, the Company had an aggregate of 6,155,886,381 Shares in issue.

– 8 –

LETTER FROM THE BOARD

With reference to the circular of the Company dated 21 February 2013 (the ‘‘General Nice and Minmetals Cheerglory Subscription Circular ’’) and as set out in the announcements of the Company published on 30 April 2014, 25 June 2014, 17 November 2014 and 19 December 2014 General Nice Further Subscription Completion did not take place on 25 June 2014 or on 19 December 2014, as the Company did not receive the payment of HK$296,344,400 (US$38,188,711) from General Nice and, as such, the Company has not issued 315,260,000 new Shares to General Nice. General Nice has sought, and the Company (in its sole and absolute discretion) is considering permitting, a further deferral of General Nice Further Subscription Completion. Minmetals Cheerglory’s subscription for 247,300,000 new Shares for a cash consideration of HK$232,462,000 (US$29,956,443) also did not take place on 19 December 2014 and the completion of the Minmetals Cheerglory Subscription is subject to further agreement between the parties. If the General Nice Further Subscription Completion and the Minmetals Cheerglory Subscription Completion take place prior to the EGM, and no further shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the issued share capital of the Company as at the date of the EGM would be 6,718,446,381 Shares. Accordingly, subject to the passing of the ordinary resolution for the approval of the grant of the Issue Mandate, the Board would be authorised under the Issue Mandate to allot and issue up to 1,343,689,276 Shares representing 20% of the number of Shares of the Company in issue as at the date of the EGM.

If the General Nice Further Subscription Completion and the Minmetals Cheerglory Subscription Completion do not take place prior to the EGM, and no further shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the issued share capital of the Company as at the date of the EGM would remain 6,155,886,381 Shares. Accordingly, subject to the passing of the ordinary resolution for the approval of the grant of the Issue Mandate, the Board would be authorised under the Issue Mandate to allot and issue up to 1,231,177,276 Shares representing 20% of the number of Shares of the Company in issue as at the date of the EGM. Although full-completion of the investment from General Nice and Minmetals Cheerglory has been delayed, General Nice has agreed to commence paying interest on the outstanding investment amount of HK$296,344,400 (US$38,188,711) from December 2014 onwards although no interest payments have been made by General Nice to IRC as at the Latest Practicable Date. The Company is working with its legal advisers and continues to be in discussions with General Nice, Mr Cai Sui Xin (Chairman of General Nice) and Minmetals Cheerglory about completion of General Nice’s subscription obligations and the settlement of the interest and other potential alternative options.

Period during which the Issue Mandate will remain effective

The Issue Mandate will, if granted, remain effective until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting is required to be held; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

– 9 –

LETTER FROM THE BOARD

Listing Rules implications

The Company conducted an open offer which completed on 5 August 2015 (see “Fund raising activities in the past twelve months” sub-heading below for details). According to Rule 13.36(4)(e) of the Listing Rules, where the Company offers or issues securities to its shareholders pro rata to their existing holdings (including where overseas shareholders are excluded for legal or regulatory reasons), it will not be necessary for the Company to comply with, among others, the requirement to obtain independent shareholders’ approval under Rule 13.36(4)(a) of the Listing Rules in order to refresh its general mandate immediately thereafter such that amount in percentage terms of the unused part of the general mandate upon refreshment is the same as the unused part of the general mandate immediately before the issue of securities. In light of this, no Shareholder will be required to abstain from voting in relation to the resolutions to approve, among other things, the proposed grant of the Issue Mandate.

Fund raising activities in the past twelve months

On 29 June 2015, the Company announced its equity fund raising plan in order to finance the completion of construction at the Company’s K&S Project and bring it into full commercial production and for providing general working capital to the Group. The fund raising was conducted by way of an open offer to qualifying Shareholders on the basis of 4 offer shares (“Offer Shares”) for every 15 existing Shares held by the qualifying shareholders on the record date. The Board considered that the offer de-risked the funding needs of the Company as well as allowing existing shareholders to acquire shares at a good price prior to an exciting time for the Company as K&S approached commercial production. The Offer Shares were offered at the subscription price of HK$0.315 each. On 5 August 2015, the Company announced the completion of the open offer. 1,295,976,080 Shares were allotted and issued on 7 August 2015 with net proceeds of approximately HK$383 million (US$49.4 million).

Save as disclosed above, the Company had not conducted any other fund raising activity in the past twelve months immediately preceding the Latest Practicable Date.

EXTRAORDINARY GENERAL MEETING

A notice convening the EGM is set out on pages 23 to 25 of this circular. The EGM will be convened for the purpose of considering and, if thought fit, passing the ordinary resolutions to approve the adoption of the New Share Option Scheme and the Refreshment of General Mandate.

As at the Latest Practicable Date, and to the best knowledge, belief and information of the Directors having made all reasonable enquiries, no Shareholder is required under the Listing Rules to abstain from voting on the resolutions regarding the proposed adoption of the New Share Option Scheme and the Refreshment of General Mandate at the EGM.

– 10 –

LETTER FROM THE BOARD

A form of proxy for use at the EGM is sent to the Shareholders together with this circular. Whether or not the Shareholders are able to attend the EGM, the Shareholders are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time for holding of the EGM or adjournment thereof. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting at the EGM or any adjourned meeting thereof should the Shareholders so wish.

In accordance with the requirements of the Listing Rules, the Company will publish an announcement on the outcome of the EGM in respect of the resolution relating to the adoption of the New Share Option Scheme and the Refreshment of General Mandate on the website of the Stock Exchange.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the proposed adoption of the New Share Option Scheme and the Refreshment of General Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.

GENERAL

The English text of this circular and proxy form shall prevail over the Chinese text in case of inconsistency.

Your attention is also drawn to the information set out in the appendix to this circular.

Yours faithfully For and on behalf of the Board IRC Limited G. Jay Hambro Executive Chairman

– 11 –

APPENDIX I THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

Set out below is a summary of the principal terms of the New Share Option Scheme to provide sufficient information to the Shareholders for their consideration. This summary does not form, nor is it intended to be, part of the New Share Option Scheme nor should it be taken as affecting the interpretation of the rules of the New Share Option Scheme.

1. Purpose, duration and administration

• 1.1 The purpose of the New Share Option Scheme is to provide a reward for long term performance that aligns the interests of the Grantees with those of the Company’s long term Shareholders. The Grantees will only benefit from the New Share Option Scheme if they satisfy certain conditions, including remaining with the Group for the long term. The New Share Option Scheme incentivises and rewards the Grantees for their long term contribution to the Group.

• 1.2 Subject to paragraphs 8 and 11 below, the New Share Option Scheme shall be valid and effective for a period of 10 years commencing on the Adoption Date, after which period no further Option shall be granted. Subject to the above, in all other respects, in particular, in respect of Options remaining outstanding on the expiration of the 10-year period referred to in this paragraph 1.2, the provisions of the New Share Option Scheme shall remain in full force and effect.

• 1.3 The New Share Option Scheme shall be subject to the administration of the Board (or, if the Board so resolves, by a committee of the Board whose members shall include at least one Independent Non-Executive Director) whose decision (save as otherwise provided herein) as to all matters relating to this New Share Option Scheme or its interpretation and effect shall be final and binding on all parties subject to the prior receipt of a statement in writing from the auditor or the independent financial adviser if and as required by paragraph 9 below.

2. Maximum number of Shares

• 2.1 Notwithstanding anything to the contrary herein, the maximum number of Shares which may be issued upon the exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and any other share option scheme of the Company, must not, in aggregate, exceed 30% of the total number of Shares in issue from time to time. No Options may be granted under the New Share Option Scheme or any other share option scheme of the Company if this will result in such limit being exceeded.

– 12 –

APPENDIX I

THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• 2.2 The total number of Shares in respect of which options may be granted under the New Share Option Scheme and any other share option scheme of the Company shall not exceed 10% of the Shares in issue as at the Adoption Date, unless the Company seeks the approval of the Shareholders in general meeting for refreshing the 10% limit under the New Share Option Scheme provided that Options lapsed in accordance with the terms of the New Share Option Scheme or any other share option scheme of the Company will not be counted for the purpose of calculating the 10% limit under this paragraph 2.2.

• 2.3 The 10% limit set out in paragraph 2.2 above (‘‘Scheme Mandate Limit’’) may be refreshed by ordinary resolution of the Shareholders in general meeting, provided that:

• (a) the total number of shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and any other share option scheme of the Company under the Scheme Mandate Limit as renewed shall not exceed 10% of the total number of Shares in issue as at the date of Shareholders’ approval for refreshing the Scheme Mandate Limit;

• (b) all options previously granted under the New Share Option Scheme and any other share option scheme of the Company (including options exercised, outstanding, cancelled, or lapsed in accordance with the relevant scheme rules) shall not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed; and

• (c) a circular regarding the proposed refreshing of the Scheme Mandate Limit has been dispatched to the Shareholders in a manner complying with, and containing the matters specified, in Chapter 17 of the Listing Rules.

• 2.4 The Company may seek separate approval from the Shareholders in general meeting for granting options which will result in the Scheme Mandate Limit being exceeded, provided that:

• (a) the grant is only to Eligible Persons specifically identified by the Company before the approval is sought; and

• (b) a circular regarding the grant has been dispatched to the Shareholders in a manner complying with, and containing the matters specified in, the relevant provisions of Chapter 17 of the Listing Rules and any other applicable laws and rules.

– 13 –

APPENDIX I

THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

3. Grant of Options

Subject to the terms of the New Share Option Scheme, the Board shall be entitled at any time within the period of 10 years after the Adoption Date to make an Offer to any Eligible Person as the Board may in its absolute discretion select to subscribe for such number of Shares as the Board may determine at the Subscription Price, and subject to such conditions as the Board may think fit (provided that such conditions shall not be inconsistent with any other terms and conditions of the New Share Option Scheme or the relevant requirements under applicable laws or the Listing Rules).

Each Offer shall specify, inter alia, a date, being a date not later than 28 days after the date on which the Offer was issued by which the Eligible Person must accept the Offer or be deemed to have declined it, provided that such date shall not be more than 10 years after the Adoption Date. Acceptance of the Offer must be accompanied by the Option Price.

4. Restrictions on grant of Options

• 4.1 Subject to paragraph 4.2 below, no Option shall be granted to any Eligible Person (‘‘Relevant Eligible Person”) if any further grant of Options would result in the shares issued and to be issued upon exercise of all Options granted and to be granted to such person (including exercised, cancelled and outstanding options) in the 12-month period up to and including such further grant would exceed 1% of the total number of Shares in issue as at the date of the further grant, unless:

• (a) such grant has been duly approved, in the manner prescribed by the relevant provisions of Chapter 17 of the Listing Rules, by resolution of the Shareholders in general meeting, at which the Relevant Eligible Person and his/her associates shall abstain from voting;

• (b) a circular regarding the grant has been dispatched to the Shareholders in a manner complying with the Listing Rules specifically containing the information detailed in the relevant provisions of Chapter 17 of the Listing Rules (including the identity of the Relevant Eligible Person, the number and terms of the Options to be granted and Options previously granted to such Relevant Eligible Person); and

• (c) the number and terms (including the Subscription Price) of such Option are fixed before the general meeting of the Company at which the same are approved.

• 4.2 Where an Option is to be granted to a Director, chief executive or Substantial Shareholder of the Company (or any of their respective associates), the grant shall not be valid unless it has been approved by the Independent Non-Executive Directors, excluding any Independent Non-Executive Director who is a prospective grantee of the Option.

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APPENDIX I THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• 4.3 Where an Option is to be granted to a Substantial Shareholder or an Independent Non-Executive Director of the Company (or any of their respective associates), and such grant will result in the securities issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant:

• (a) exceeding 0.1% of the total number of Shares in issue at the relevant time of grant; and

• (b) exceeding an aggregate value (based on the closing price of the Shares on the Stock Exchange on the date of each grant) of HK$5 million (or such other amount as shall be permissible under the Listing Rules from time to time),

such grant shall not be valid unless:

• (c) a circular containing the details of the grant has been dispatched to the Shareholders in a manner complying with, and containing the matters specified in, the relevant provisions of Chapter 17 of the Listing Rules (including, in particular, a recommendation from the Independent Non-Executive Directors (excluding the Independent Non-Executive Director who is the prospective grantee of the Option) to the independent Shareholders as to voting); and

• (d) the grant has been approved by the Shareholders in general meeting, at which the Grantee, his associates and all core connected persons of the Company shall abstain from voting in favour of the grant.

• 4.4 Where any change is to be made to the terms of any Option granted to a Substantial Shareholder or an Independent Non-Executive Director (or any of their respective associates), such change shall not be valid unless:

• (a) a circular regarding the change has been dispatched to the Shareholders in a manner complying with, and containing the matters specified in, the relevant provisions of Chapter 17 of the Listing Rules; and

• (b) the change has been approved by the Shareholders in general meeting, at which the Grantee, his associates and all core connected persons of the Company shall abstain from voting in favour at such general meeting.

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APPENDIX I

THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• 4.5 No Option shall be granted to any Eligible Person after inside information (as defined in the Listing Rules) has come to the knowledge of the Company until such inside information has been announced by the Company. In particular, during the period commencing one month immediately preceding the earlier of:

• (a) the date of the board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and

• (b) the deadline for the Company to publish an announcement of its results for any financial year, or half financial year under the Listing Rules or quarterly or any other interim period (whether or not required under the Listing Rules),

and ending on the date of results announcement, no option may be granted (The period during which no option may be granted will cover any period of delay in the publication of a results announcement); nor should any Offer be made to any Eligible Person during any other periods of time stipulated by the relevant rules of the Listing Rules from time to time in relation to any restriction on the time of grant of options.

• 4.6 Performance targets, if any, will be determined by the Board and be stated in the Offer. Whether such targets have been successfully achieved will be decided by the Board. The Board may also determine the Vesting Period.

5. Subscription Price

• 5.1 Subject to paragraphs 5.2 and 9 below, the Subscription Price shall be a price determined by the Board and notified to an Eligible Person and shall be at least the higher of:

• (a) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the Offer Date, which must be a Business Day; and

• (b) the average closing price of the Shares as stated in the Stock Exchange’s daily quotation sheets for the five Business Days immediately preceding the Offer Date.

• 5.2 Where an Option is to be granted under paragraphs 4.1 or 4.3 above, the date of the Board meeting at which the grant was proposed shall be taken to be the Offer Date for such Option as required under the Listing Rules.

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APPENDIX I THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

6. Exercise of Option

• 6.1 An Option shall be personal to the Grantee and shall not be assignable nor transferable. Any breach of the foregoing shall entitle the Company to cancel any outstanding Option or part thereof granted to such Grantee.

• 6.2 Subject to the other provisions of the New Share Option Scheme, an Option may be exercised in whole or in part by the Grantee (or his/her personal representative(s)) at any time before the expiry of the Option Period. The Shares to be allotted and issued upon the exercise of an Option shall be subject to the Company’s constitutional documents for the time being in force and shall rank pari passu in all respects with the fully-paid Shares in issue of the Company as at the date of allotment and will entitle the holders to participate in all dividends or other distributions declared or recommended or resolved to be paid or made in respect of a record date falling on or after the date of allotment.

• 6.3 Subject to the terms of grant of any Option, this paragraph 6.3 and paragraph 7 below, an Option may be exercised by the Grantee (or his/her personal representative(s)) at any time during the Option Period provided that the Option has not lapsed for any reason set forth herein.

• (a) Where the holder of an outstanding Option ceases to be an Eligible Person for any reason (other than death or for any reason referred to under paragraph 7(e) below), the Option shall lapse on the date of cessation and not be exercisable unless the Board otherwise determines in which event the Option shall be exercisable to the extent and within such period (not exceeding 90 days) as the Board may determine. The Option not exercised shall lapse upon the expiry of such period.

• (b) Where the Grantee of an outstanding Option dies before exercising the Option in full or at all, the Option may be exercised in full or in part (to the extent which has become exercisable and not already exercised) within 12 months of the date of death (or within such longer period as the Board may determine) by his/her personal representative(s). The Option not exercised shall lapse upon the expiry of the 12-month period or such other period as the Board may determine.

• (c) If a general offer whether by way of take-over offer or share repurchase offer or otherwise in like manner is made to all the Shareholders (or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional, the Company shall give notice thereof to all Grantees and any Grantee (or his/her personal representative(s)) may, by delivering a notice in writing to the Company at any time within 14 days of such notice, exercise the Option in full or in part (to the extent which has not been

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APPENDIX I

THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

exercised). Any performance targets and Vesting Period under paragraph 4.6 above shall be deemed to have been achieved and the Option shall become immediately exercisable.

• (d) If a general offer by way of a scheme of arrangement is made to all the Shareholders and the scheme has been approved by the necessary number of Shareholders at the requisite meetings, the Company shall give notice thereof to any Grantee and the Grantee (or his/her personal representative(s)) may, by delivering a notice in writing to the Company at any time within 14 days of such Shareholders’ approval, exercise the Option in full or in part (to the extent which has not been exercised). Any performance targets and Vesting Period under paragraph 4.6 above shall be deemed to have been achieved and the Option shall become immediately exercisable.

• (e) In the event of an effective resolution being passed for the voluntary winding up of the Company or an order of the court is made for the winding up of the Company, any Grantee (or his/her legal personal representative(s)) may by notice in writing to the Company within 21 days after the date of such resolution or order of the court, as the case may be, elect to be treated as if the Option (to the extent which has not been exercised) had been exercised immediately before the passing of such resolution or order of the court, as the case may be, either to its full extent or to the extent specified in the notice, such notice to be accompanied by remittance for the full amount of the aggregate Subscription Price for the Shares in respect of which the notice is given, whereupon the Grantee will be entitled to receive out of the assets available in the liquidation pari passu with the holders of the Shares such sum as would have been received in respect of the Shares the subject of such election. Any performance targets and Vesting Period under paragraph 4.6 above shall be deemed to have been achieved and the Option shall become immediately exercisable.

• (f) In the event of a compromise or arrangement, other than a scheme of arrangement contemplated in paragraph 6.3(d) above, between the Company and its members or creditors being proposed in connection with a scheme for the reconstruction of the Company or amalgamation with other Company or companies, the Company shall give notice thereof to all Grantees on the same day as it dispatches the notice of the meeting to its members or creditors to consider such a compromise or arrangement and any Grantee (or his/her personal representative(s)) may at any time thereafter, but prior to 12 noon on the day immediately preceding the date of the meeting, exercise all or any of his/her Options (to the extent which has not been exercised). Any performance targets and Vesting Period under paragraph 4.6 above shall be deemed to have been achieved and the Option shall become immediately exercisable. With effect from 12 noon on the day immediately preceding the date of such meeting, the rights of all Grantees to exercise their respective

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APPENDIX I

THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

Options shall forthwith be suspended. Upon such compromise or arrangement becoming effective, all Options shall, to the extent that they have not been exercised, lapse and terminate. The Directors shall endeavour to procure that the Shares issued as a result of the exercise of Options under this paragraph 6.3(f) shall for the purposes of such compromise or arrangement form part of the issued share capital of the Company on the effective date thereof and that such Shares shall in all respects be subject to such compromise or arrangement. If for any reason such compromise or arrangement is not sanctioned by the court (whether upon the terms presented to the court or otherwise) the rights of the Grantee to exercise their respective such (unexercised) Options shall with effect from the date of the making of the order by the court be restored in full and shall thereupon become exercisable (but subject to the other terms of the New Share Option Scheme and the terms and conditions of grant of such Option) as if such compromise or arrangement had not been proposed by the Company.

• (g) In the event of a change of control of the Company, the Company shall give notice thereof to all Grantees and any Grantee (or his/her personal representative(s)) may, by delivering a notice in writing to the Company at any time within 14 days of such notice, exercise the Option in full or in part (to the extent which has not been exercised). Any performance targets and Vesting Period under paragraph 4.6 above shall be deemed to have been achieved and the Option shall become immediately exercisable.

7. Lapse of Option

Notwithstanding any other provisions contained herein, the right to exercise an Option (to the extent not already exercised) shall terminate immediately upon the earliest of:

• (a) the expiry of the Option Period;

• (b) the expiry of any of the periods referred to in paragraphs 6.3(a), 6.3(b), or 6.3(c) above;

• (c) subject to the scheme of arrangement becoming effective, the expiry of the period referred to in paragraph 6.3(d) above;

• (d) subject to paragraph 6.3(e) above, the date of the commencement of the winding-up of the Company;

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APPENDIX I

THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (e) the date on which the Grantee ceases to be an Eligible Person by reason of summary dismissal or being dismissed for misconduct or other breach of the terms of his/her employment contract or other contract constituting him/her an Eligible Person, or the date on which he begins to appear to be unable to pay or has no reasonable prospect of being able to pay his/her debts or has become insolvent or has made any arrangements or composition with his/her creditors generally or on which he has been convicted of any criminal offence involving his/her integrity or honesty;

• (f) the date the compromise or arrangement referred to in paragraph 6.3(f) above becomes effective; or

• (g) the date on which the Grantee commits a breach of paragraph 6.1 above.

8. Termination

The Company, by resolution in general meeting, or the Board may at any time terminate the operation of the New Share Option Scheme and in such event no further Option will be offered but in all other respects the provisions of the New Share Option Scheme shall remain in full force and effect and Options granted prior to such termination but not yet exercised shall continue to be valid and exercisable in accordance with the Rules.

9. Reorganisation of capital structure and dividend distribution

Whilst any Option has been granted and remains exercisable, in the event of any alteration in the capital structure of the Company (whether by way of capitalisation issue, rights issue, open offer, issue of Shares being made wholly for cash at a price less than the market price per Share at the date of announcement of the terms of such issue, consolidation or subdivision of Shares or reduction of the share capital of the Company, but not including an issue of securities as consideration in respect of a transaction to which the Company or a subsidiary is a party) or any dividend distribution made by the Company, the Board shall make corresponding alterations (if any) to:

• (a) the number of Shares subject to the Options already granted so far as they remain exercisable; and/or

• (b) the Subscription Price; and/or

• (c) the maximum number of Shares referred to in paragraphs 2 and 4.1 above;

provided that:

• (d) no such alteration shall be made in respect of an issue of securities by the Company or a subsidiary as consideration in a transaction;

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APPENDIX I

THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (e) any such alterations must be made so that each Grantee is given the same proportion of the equity capital of the Company as that to which he was previously entitled;

• (f) any such alterations, save those made on a capitalisation issue, shall be confirmed by an independent financial adviser or the Company’s auditors in writing to the Directors as satisfying the requirements of the note to Rule 17.03(13) of the Listing Rules; and

• (g) any such alterations made pursuant to a subdivision or consolidation of share capital shall be made on the basis that the aggregate Subscription Price payable by a Grantee on the full exercise of any Option shall remain as nearly as possible the same (but shall not be greater than) as it was before such event.

10. Alteration of the New Share Option Scheme

• 10.1 Those specific provisions of the New Share Option Scheme which relate to the matters set out in Rule 17.03 of the Listing Rules shall not be altered to the advantage of Grantees or prospective grantees except with the prior approval of the Shareholders in general meeting (with Grantees and prospective grantees and their associates abstaining from voting). No such alteration shall operate to affect adversely the terms of issue of any Option granted or agreed to be granted prior to such alteration except with the consent or sanction in writing of such majority of the Grantees as would be required of the Shareholders under the constitutional documents for the time being of the Company for a variation of the rights attached to the Shares.

• 10.2 The amended terms of the New Share Option Scheme or the Options must comply with Chapter 17 of the Listing Rules.

• 10.3 Subject to paragraph 10.1 and 10.2, the New Share Option Scheme may be altered in any respect by resolution of the Board except that:

• (a) any changes to the definitions of Eligible Person and Option Period;

• (b) any changes to the provisions of paragraphs 1, 2, 3, 4.6, 5, 6, 7, 8, 9, 10 and 11;

• (c) any alteration to the terms and conditions of the New Share Option Scheme which are of a material nature;

• (d) any change to the terms of the Options granted; and

• (e) any change to the authority of the Board in relation to any alteration to the terms of the New Share Option Scheme, must be approved by a resolution by the Shareholders in general meeting, except where such alterations take effect automatically under the existing terms of the New

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APPENDIX I

THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

Share Option Scheme, and provided that the provisions of paragraphs 4.1 to 4.4 and 5 above may be amended by the Board to reflect any amendments made by the Stock Exchange after the Adoption Date to the relevant provisions of the Listing Rules (if required). The Company shall provide to all Grantees the details relating to the changes in the terms of the New Share Option Scheme during its lifetime immediately upon such changes taking effect.

11. Cancellation of Options Granted

Subject to consent of the relevant Grantee, the Board may cancel an Option granted but not exercised. Cancelled Options may be re-issued after such cancellation has been approved, provided that re-issued Options shall only be granted in compliance with the terms of the New Share Option Scheme and the Listing Rules.

Options may be granted to an Eligible Person in place of his/her cancelled Options provided that there are available unissued Options (excluding the cancelled Options) within the limit approved by the Shareholders as mentioned in paragraph 2 above (or similar limit under any other scheme adopted by the Company) from time to time.

12. Disputes

Any dispute arising in connection with the New Share Option Scheme (whether as to the number of Shares constituting the subject of an Option, the amount of the Subscription Price, or otherwise) shall be referred to the Board who shall determine the dispute in its absolute discretion and whose decision shall be final and binding.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of IRC Limited (the ‘‘Company’’) will be held at Admiralty Conference Centre, 1804A, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 20 November 2015 at 2:30 p.m. for the purpose of considering and, if thought fit, to pass with or without amendments the following resolution:

ORDINARY RESOLUTIONS

1. ‘‘ THAT :

conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in the shares (the ‘‘Shares’’) of the Company falling to be issued pursuant to the new share option scheme (the ‘‘New Share Option Scheme’’), the terms of which are set out in the document marked ‘‘A’’ which has been produced to this meeting and signed by the chairman of this meeting for the purpose of identification, the rules of the New Share Option Scheme be and are hereby approved and adopted and the directors of the Company (the ‘‘Directors’’) be and are hereby authorised to grant options and to allot, issue and deal with Shares pursuant to the exercise of any option granted thereunder and to take all such steps as they may consider necessary or expedient to implement the New Share Option Scheme.’’

1. ‘‘THAT :

2. (a) subject to paragraph 2(c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph 2(d) below) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph 2(a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined in paragraph 2(d) below) to make or grant offers, agreements, options and rights of exchange or conversion, which might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph 2(a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph 2(d) below), or (ii) any share option schemes of the Company approved by The Stock Exchange of Hong Kong Limited, or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed 20% of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

‘‘ Relevant Period ’’ means the period from the passing of this resolution until whichever is the earliest of:

• i. the conclusion of the next annual general meeting of the Company;

• ii. the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association of the Company or any applicable law of Hong Kong; and

• iii. the date upon which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting; and

‘‘ Rights Issue ’’ means an offer of Shares open for a period fixed by the Directors of the Company to holders of Shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside of Hong Kong).’’

By order of the Board IRC Limited G. Jay Hambro Executive Chairman

Hong Kong, 5 November 2015

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NOTICE OF EXTRAORDINARY GENERAL MEETING

This document is available for reference at the Company’s website, www.ircgroup.com.hk and at the website of the Stock Exchange of Hong Kong at www.hkexnews.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

IRC Limited

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

Notes:

• (1) Pursuant to the Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. The Chairman of the forthcoming EGM will therefore put each of the resolutions to be proposed at the EGM to be voted by way of poll pursuant to the Company’s Articles of Association.

• (2) The register of shareholders will be closed from Thursday, 19 November 2015 to Friday, 20 November 2015, both days inclusive. In order to qualify for attending and voting at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Wednesday, 18 November 2015.

• (3) A shareholder of the Company entitled to attend and vote at the above EGM is entitled to appoint one or more proxies to attend and on a poll, to vote instead of him. A proxy need not be a member. Forms of proxy must be lodged with the Company’s Registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 48 hours before the time fixed for holding the EGM. Completion and lodging of a form of proxy will not preclude a member from attending and voting at the EGM (or any adjournment thereof) should the member so wish.

• (4) If Typhoon Signal No. 8 or above is expected to be hoisted or a Black Rainstorm Warning Signal is expected to be in force at any time between 1:00 p.m. and 5:00 p.m. on the date of the EGM, then the EGM will be postponed and the shareholders will be informed of the date, time and venue of the postponed meeting by a supplementary notice, posted on the Company’s website (www.ircgroup.com.hk) and the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk). If Typhoon Signal No.8 or above or a Black Rainstorm Warning Signal is cancelled at or before 1:00 p.m. on the date of the EGM, and where conditions permit, the EGM will be held as scheduled. The EGM will be held as scheduled when an Amber or Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the EGM under bad weather condition bearing in mind their own situations and, if they do so, they are advised to exercise care and caution.

• (5) As at the date of this announcement, the executive Directors of the Company are Mr G. Jay Hambro and Mr Yury Makarov. The non-executive Directors are Mr Simon Murray, CBE, Chevalier de la Légion d’honneur , Mr Cai Sui Xin, Mr Liu Qingchun and Mr Raymond Kar Tung Woo. The independent non-executive Directors are Mr Daniel Bradshaw, Mr Jonathan Martin Smith and Mr Chuang-fei Li.

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