IRC Limited — Proxy Solicitation & Information Statement 2016

Dec 12, 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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(a company incorporated in Hong Kong with limited liability) (Stock code: 1029)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (“ EGM ”) of shareholders of IRC Limited (the “ Company ”) will be held at the Admiralty Conference Centre, 1804A, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on 29 December 2016 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

1. “ THAT :

2. (i) the conditional agreement dated 30 November 2016 (“ Subscription Agreement ”) entered into between the Company as issuer and Tiger Capital Fund SPC – Tiger Global SP as subscriber (“ Investor ”) in relation to the subscription of 937,500,000 new shares in the share capital of the Company (the “ Subscription Share(s) ”) at the subscription price of HK$0.21 per Subscription Share and the grant of the right to subscribe for a maximum of 60,000,000 shares in the share capital of the Company (the “ Option Share(s) ”) at the exercises prices set out therein, a copy of which has been produced to the EGM marked “A” and initialled by the chairman of the EGM for the purpose of identification, and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

3. (ii) subject to the fulfillment of the conditions set out in the Subscription Agreement, the allotment and issue of 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) pursuant to the Subscription Agreement be and is hereby approved; and

4. (iii) the directors of the Company (the “ Directors ”) be and are hereby authorised to execute such all other documents, do all other acts and things and take such action as may in the opinion of the Directors be necessary, desirable or expedient to implement and give effect to the Subscription Agreement, the issue and allotment

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of the Subscription Shares and the Option Shares (if exercised) and any other transactions contemplated thereunder.”

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

Hong Kong, 12 December 2016

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 the resolution 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 28, December 2016 to 29, December 2016, 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 23, December 2016.

• (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) The EGM is expected to be held for less than half a day. Shareholders who intend to attend the EGM shall arrange and bear their own transportation and accommodation expenses.

• (5) 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 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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