IRC Limited — Proxy Solicitation & Information Statement 2017

Nov 15, 2017

==> picture [217 x 105] intentionally omitted <==

FORM OF PROXY For use by members at the Annual General Meeting to be held on Friday, 15 December 2017 at 11:00 a.m. or any adjournment thereof

Number of Shares to which this Form of Proxy relates [(Note 1)]

I/We [(Note 2)] ,

of

,

being the registered holder(s) of ordinary shares (“ Shares ”) in the capital of Lai Sun Development Company Limited (“ Company ”), HEREBY APPOINT [(Note 3)] the chairman of the meeting

or

of

as my/our proxy to attend and act for me/us at the annual general meeting of the Company to be held at Harbour View Rooms I & II, 3rd Floor, The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Friday, 15 December 2017 at 11:00 a.m. (“ 2017 AGM ”) and at any adjournment thereof and to vote on my/our behalf in respect of the resolutions to be considered and, if thought fit, passed at the 2017 AGM and its adjournment as directed below.

Please indicate with a “ 3 ” in the following boxes provided how you wish your vote(s) to be cast on a poll.

		Ordinary Businesses	FOR(Note 5)	AGAINST(Note 5)
1.	To c direc	onsider and adopt the audited financial statements of the Company for the year ended 31 July 2017 and the reports of the tors and the independent auditors thereon.
2.	To d	eclare a fnal dividend with a scripdividend option.
3.	(A)	To re-elect the followingdirectors of the Company (“Directors”),who retire and have offered themselves for re-election:
		(i) Mr. Lau Shu Yan,Julius as an executive Director;
		(ii) Dr. Lam Kin Mingas a non-executive Director;
		(iii) Mr. Lam BingKwan as an independent non-executive Director;and
		(iv) Mr. LeungShu Yin,William as an independent non-executive Director.
	(B)	To authorise the board of directors(“Board”)to fx the Directors’ remuneration.
4.	To re-appoint Ernst and Young, Certifed Public Accountants, as the independent auditors of the Company for the ensuing year and to authorise the Board to fx their remuneration.
	Special Businesses
5.	Topass the followingOrdinaryResolutions*:
	(A)	To grant a general mandate to the Directors to buy back the Company’s Shares not exceeding 10% of the total number of the Shares of the Companyin issue.
	(B)	To grant a general mandate to the Directors to issue, allot and deal with additional Shares not exceeding 20% of the total number of the Shares of the Companyin issue.
	(C)	To extend the general mandate granted to the Directors to issue Shares of the Company by adding the number of Shares bought back.

• The full text of the above resolutions is set out in the notice of the 2017 AGM dated 16 November 2017.

Member’s Signature:

[(Note 4)] Date this day , 2017

Contact Phone Number:

Notes:

1. Please insert the number of the Shares. If no number is inserted or the number inserted exceeds the total number of the Shares registered in your name(s), this form of proxy will be deemed to relate to all the Shares in the capital of the Company registered in your name(s).

2. Full name(s) and address(es) must be inserted in CAPITAL LETTERS .

3. A member of the Company (“ Member ”) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy of his/her/its choice to vote instead of him/her/it provided that each proxy is appointed to exercise the rights attached to a Share or the Shares held by the Member. A proxy need not be a Member. If such an appointment is made, please delete the words “the chairman of the meeting or” and insert in CAPITAL LETTERS the name and address of the person appointed as the proxy in the space provided. For appointment of more than one proxy, the original form of proxy may be photocopied for use.

4. This form of proxy or a photocopy thereof must be signed by the appointor or his/her/its attorney duly authorised in writing, or if such appointor is a corporation, either given under its common seal or under the hand of an officer or attorney duly authorised.

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED “AGAINST”. If a “ 3 ” is put under the columns “For” or “Against”, it will be deemed to relate to the total number of Shares held. If only part of the shareholding is to be voted, please state the relevant number of Shares under the columns “For” or “Against”. If this form of proxy is returned duly signed but without a specific direction, the proxy will cast your vote(s) or abstain from voting at his/her discretion. Save to the extent of any instructions as aforesaid, this form of proxy gives absolute authority to the proxy to do all such things (including voting or abstaining as he/she may at his/her absolute discretion consider appropriate) that the appointing Member may do in respect of any business which may arise at the 2017 AGM.

6. To be valid, this form of proxy or a photocopy thereof together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the Company’s share registrar, Tricor Tengis 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 2017 AGM or any adjournment thereof. The share registrar’s contact phone number is (852) 2980 1333.

7. Completion and return of this form of proxy or any photocopy thereof does not preclude a Member from attending and voting in person at the 2017 AGM or any adjournment thereof should he/she/it so wish. In such case, the said form(s) of proxy shall be deemed to be revoked.

8. Any alterations made in this form of proxy or any photocopy thereof must be initialled by the person who signs it.

9. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all resolutions set out in the notice of the 2017 AGM will be voted by poll at the 2017 AGM.

10. The Company reserves its right to treat any form of proxy which has been incorrectly completed in some manner as valid if such incorrectness is considered, at the Company’s absolute discretion, not material. 11. A Member or his/her/its proxy should produce proof of identity when attending the 2017 AGM. If a corporate Member appoints its representative to attend the 2017 AGM, such representative should produce proof of identity and a copy of the resolution of the board of directors or other governing body of that Member appointing such representative to attend the 2017 AGM.

11. Details of the proposals of the general mandates to buy back shares and to issue shares are contained in the circular of the Company dated 16 November 2017. Details regarding Ordinary Resolutions (A), (B) and (C) under item 5 above are set out in the notice of the 2017 AGM.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (“ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company’s share registrar, Tricor Tengis Limited at the above address.