IRC Limited — Proxy Solicitation & Information Statement 2016

Dec 12, 2016

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(Incorporated in Hong Kong with limited liability) (Stock code: 1029)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON 29 DECEMBER 2016

I/We [(Note][1)] , of

being the registered holder(s) of [(Note][2)] shares in the ‘‘ [3)] (the Company ’’) hereby appoint the Chairman of the Extraordinary General Meeting [(Note] or

shares in the capital of IRC Limited

as my/our proxy to attend and act on my/our behalf at the Extraordinary General Meeting of the Company to be held at 10:00 a.m. on 29 December 2016 at the Admiralty Conference Centre 1804A, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong or at any adjournment thereof and, on a poll, to vote for me/us on the resolutions referred to in the Notice of Extraordinary General Meeting (with or without modifications) as indicated below, and if no such indication is given, as my/our proxy thinks fit:

			Ordinary Resolution(Note 11)		For(Note 4)		Against(Note 4)
	1.	i)	To approve the subscription of new shares by Tiger Capital
			Fund SPC – Tiger Global SP and grant of	Share Options
		ii)	To allot and issue the Subscription Shares and the Option
			Shares (if exercised) to the Investor (who has nominated
			that the Option Shares be assigned to Mr	Cheng Chi Kin to
			exercise in his own name)
		iii)	To authorise the directors of the Company to execute all
			other documents, do all other acts and things and take such
			action to give effect to the Subscription Agreement, the
			issue and allotment of the Subscription Shares and the
			Option Shares (if exercised) and any other transactions
			contemplated thereunder
	Dated	this	day of 2016	Signature(s)(Note 5):

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Extraordinary General Meeting is preferred, strike out the words “the Chairman of the Extraordinary General Meeting”, and insert the name and address of the proxy desired in the space provided.

4. IMPORTANT: IF YOU WISH YOUR PROXY TO VOTE ON YOUR BEHALF FOR A PARTICULAR RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH YOUR PROXY TO VOTE AGAINST A PARTICULAR RESOLUTION, TICK THE BOX MARKED “AGAINST”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion whether to vote for or against the resolutions or to abstain from voting. Your proxy will also be entitled to vote at his discretion on any amendment to the resolutions referred to in the Notice of Extraordinary General Meeting which has been properly put to the meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of any duly authorised officer.

6. In the case of joint registered holders of any share, any one of such persons may vote at the Extraordinary General Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the Extraordinary General Meeting personally or by proxy, the person whose name stands first on the register of members in respect of the relevant share will alone be entitled to vote in respect thereof.

7. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or other authority, must be deposited at the Company’s share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting (as the case may be).

8. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, to vote instead of him. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting (or any adjournment thereof) if you so wish.

10. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON WHO SIGNS IT.

11. The description of these resolutions is by way of summary only. The full text appears in the notice convening the Extraordinary General Meeting.