IRC Limited — Proxy Solicitation & Information Statement 2018

Jul 22, 2018

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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NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a general meeting (“ GM ”) of the members (“ Members ”) of Lai Sun Development Company Limited (“ Company ”) will be held at Harbour View Rooms I & II, 3rd Floor, The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 8 August 2018 at 12:00 noon (or, if later, immediately following the conclusion of the relevant general meeting of Lai Sun Garment (International) Limited) for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. THAT the making of the Offers by HSBC on behalf of the Offeror (as more particularly described in the circular of the Company dated 23 July 2018), all actions taken (or to be taken) by the Company (or any of its subsidiaries) in relation thereto and all other matters contemplated thereunder be and are hereby approved (terms defined in such circular having the same meanings when used in this resolution).

2. THAT the making of the Share Offers by HSBC on behalf of the Offeror to the Yu Shareholders (as more particularly described in the circular of the Company dated 23 July 2018), all actions taken (or to be taken) by the Company (or any of its subsidiaries) in relation thereto and all other matters contemplated thereunder be and are hereby approved (terms defined in such circular having the same meanings when used in this resolution).

By order of the board of directors of Lai Sun Development Company Limited Chow Kwok Wor Company Secretary

Hong Kong, 23 July 2018

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Registered Office: 11th Floor Lai Sun Commercial Centre 680 Cheung Sha Wan Road Kowloon, Hong Kong

Notes:

1. A Member entitled to attend and vote at the GM convened by the above notice (“ Notice ”) or its adjourned meeting (as the case may be) is entitled to appoint one (or if he/she/it holds two or more shares in the share capital of the Company (“ Shares ”), more than one) proxy to attend and to speak at the GM and, on a poll, vote on his/her/its behalf in accordance with the Articles of Association of the Company. A proxy need not be a Member.

2. A form of proxy for use at the GM is enclosed with this Notice and is also available at the respective websites of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) and the Company.

3. To be valid, a form of proxy, together with the 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 lodged with the Company’s share registrar, Tricor Tengis Limited (“ Registrar ”), at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the GM or its adjourned meeting (as the case may be) and in default, the form of proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude Members from attending in person and voting at the GM or at its adjourned meeting (as the case may be) should they so wish. In such case, the said form(s) of proxy shall be deemed to be revoked.

The contact phone number of the Registrar is (852) 2980 1333.

1. To ascertain the entitlements to attend and vote at the GM, Members must lodge the relevant transfer document(s) and share certificate(s) at the office of the Registrar not later than 4:30 p.m. on Thursday, 2 August 2018 for registration.

2. Where there are joint registered holders of any Share, any one of such joint holders may attend and vote at the GM or its adjourned meeting (as the case may be), either personally or by proxy, in respect of such Share as if he/she/it was solely entitled thereto; but if more than one of such joint holders are present at the GM or its adjourned meeting (as the case may be) personally or by proxy, that one of such holders so present whose name stands first in the Register of Members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

3. In compliance with Rule 13.39(4) of the Listing Rules, voting on the resolutions proposed in this Notice will be taken by poll.

4. If a tropical cyclone warning 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 after 7:30 a.m. on the date of the GM, the GM will be postponed and Members will be informed of the date, time and venue of the postponed GM by a supplementary notice, posted on the respective websites of the Company and the Stock Exchange.

If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is lowered or cancelled at or before 7:30 a.m. on the date of the GM and where conditions permit, the GM will be held as scheduled.

The GM will be held as scheduled when an amber or red rainstorm warning signal is in force.

Members should decide whether they would attend the GM under a bad weather condition after considering their own situations and if they do so, they are advised to exercise care and caution.

1. Members are advised to read the circular of the Company dated 23 July 2018, which contains information concerning the resolutions to be proposed in the GM.

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As at the date of this announcement, the Board comprises the following members:

Executive Directors: Dr. Lam Kin Ngok, Peter (Chairman) and Messrs. Chew Fook Aun (Deputy Chairman), Lau Shu Yan, Julius (Chief Executive Officer) and Lam Hau Yin, Lester; Non-Executive Directors: Dr. Lam Kin Ming and Madam U Po Chu; and Independent Non-Executive Messrs. Lam Bing Kwan, Leung Shu Yin, William and Ip Shu Kwan, Directors: Stephen.

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