IRC Limited — Proxy Solicitation & Information Statement 2018

May 24, 2018

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.

A Chinese translation of this document is published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and of the Company (www.ircgroup.com.hk) and may be obtained from the Company’s Hong Kong share registrar at the address set out below.

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)

• (1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

  • (2) ELECTION AND RE-ELECTION OF DIRECTORS,

• (3) REFRESHMENT OF 10% GENERAL LIMIT ON GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME AND

• (4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the 2018 Annual General Meeting to be held at Admiralty Conference Centre, 1804, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong at 2:30 p.m. on 25 June 2018 (“AGM”) are set out on pages 12 to 16 of this circular. Whether or not you intend to be present at the AGM, 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 (excluding Sunday and public holiday) before the time fixed for holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not prevent you from attending, and voting at, the AGM or any adjournment thereof if you so wish.

24 May 2018

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
APPENDIX I	– EXPLANATORY STATEMENT FOR
	THE SHARE REPURCHASE MANDATE . . . . . . . . . . . . . .	7
APPENDIX II	– DETAILS OF THE DIRECTORS PROPOSED TO BE
	ELECTED OR RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		12

– i –

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

• “Articles of Association”

• the existing articles of association of the Company, as amended from time to time

• “Board”

the board of Directors

• “Company”

• IRC Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange (Stock Code: 1029)

• “Directors” the directors of the Company

• “Group” the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Latest Practicable Date”

• 17 May 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

• “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange

• “PRC”

• The People’s Republic of China

• “Scheme Mandate Limit”

• the maximum number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme which, when aggregated with any other share option scheme(s) of the Company, shall not exceed 10% of the Shares in issue as at the date of approval of the Share Option Scheme or of the renewal of such limit

• “Share(s)”

• ordinary share(s) of the Company

• “Share Option Scheme”

• share option scheme adopted by the Company on 20 November 2015

• “Shareholder(s)”

• holder of the Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• Note: The figures in US$ are converted into HK$ at the rate of US$1 = HK$7.80 throughout this circular for indicative purposes only.

– 1 –

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 Yury Makarov Mr Danila Kotlyarov

Registered office:

6H, 9 Queen’s Road Central Hong Kong

Non-executive Directors Mr Jay Hambro Mr Benjamin Ng Mr Chi Kin Cheng

Independent Non-executive Directors

Mr Daniel Bradshaw

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

Mr Jonathan Martin Smith Mr Chuang-fei Li Mr Raymond Woo

Company Secretary:

Mr Johnny Yuen

24 May 2018

Dear Shareholder,

• (1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, (2) ELECTION AND RE-ELECTION OF DIRECTORS,

• (3) REFRESHMENT OF 10% GENERAL LIMIT ON GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME AND

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders of the Company with requisite information with respect to the resolutions to be proposed at the forthcoming annual general meeting of the Company to be held on 25 June 2018 relating to: (1) the grant of a general mandate to repurchase Shares; (2) the grant of a general mandate to issue Shares; (3) the election of a Director and the re-election of a Director who will retire

– 2 –

LETTER FROM THE BOARD

and, being eligible, has offered himself for re-election at the AGM and (4) the refreshment of Scheme Mandate Limit. Shareholder approval on such proposals will be sought at the AGM.

GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 20 June 2017, ordinary resolutions were passed giving general mandates to the Board (i) to repurchase Shares on the Stock Exchange of up to 10% of the number of Shares of the Company in issue as at the date of the passing of the resolution (“Share Repurchase Mandate”); and (ii) to allot, issue and otherwise deal with additional Shares up to a limit equal to 20% of the number of Shares of the Company in issue as at the date of the passing of the resolution (“Share Issue Mandate”).

Under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the “Companies Ordinance”) and the Listing Rules, these general mandates will lapse at the conclusion of the AGM, unless renewed at that meeting. Resolutions will be proposed at the AGM to renew the mandates to allot or issue new Shares and repurchase Shares. The resolution authorising the extension of the general mandate to the Directors to issue Shares to include the number of shares repurchased (if any) under the Share Repurchase Mandate as set out in Resolution 7 of the AGM Notice will also be proposed at the AGM.

The purpose of the Share Issue Mandate is to enable the Board to issue additional Shares should that become necessary (for example, in the event that a transaction was required to be completed expeditiously). The 20% limit to the general mandate to issue additional Shares is imposed pursuant to the Listing Rules. No Shares have been repurchased pursuant to the Share Repurchase Mandate approved by Shareholders at last year’s annual general meeting of the Company.

With reference to the Share Issue Mandate, other than Shares which may fall to be allotted and issued upon the exercise of any share options that are outstanding and exercisable by the option holders, the Board has no present intention to exercise the general mandates to issue additional Shares or repurchase Shares under the ordinary resolutions being sought at the AGM to be held on 25 June 2018. As at the Latest Practicable Date, the issued share capital of the Company comprised 7,093,386,381 Shares.

Assuming no further shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the issued share capital of the Company as at the date of the AGM would remain as 7,093,386,381 Shares. Accordingly, the Board would be authorised under the Share Issue Mandate to allot and issue up to 1,418,677,276 Shares representing 20% of the number of Shares of the Company in issue as at the date of the AGM. Similarly, the Board would be authorised under the Share Repurchase Mandate to repurchase up to 709,338,638 Shares, representing 10% of the number of Shares of the Company in issue as at the date of the AGM.

– 3 –

LETTER FROM THE BOARD

The Board considers that it would be in the interests of the Company and the Shareholders if the Share Repurchase Mandate and the Share Issue Mandate are granted. Accordingly, resolutions will be proposed for these mandates. An explanatory statement giving certain information regarding the resolution for the Share Repurchase Mandate, as required under the Listing Rules, is set out in Appendix I to this circular.

ELECTION AND RE-ELECTION OF DIRECTORS

Having been appointed to the Board on 5 January 2018 as the shareholder representative of General Nice Development Limited (a substantial shareholder of the Company), Mr Benjamin Tze For Ng offers himself up for election in accordance with Article 88 of the Articles of Association of the Company. It is noted that there is no obligation of the Company to procure the appointment of Mr Ng (the “Proposed Director”).

In accordance with Article 101 of the Articles of Association of the Company and in compliance with the Code on Corporate Governance Practices (the “Code”) set out in Appendix 14 of the Listing Rules, Mr Chuang-fei Li shall retire (the “Retiring Director”) and, being eligible, offers himself for re-election.

The particulars of the Proposed Director and the Retiring Director offering himself for re-election, which are required to be disclosed pursuant to the Listing Rules, are set out in Appendix II to this circular.

REFRESHMENT OF SCHEME MANDATE LIMIT

Under the Share Option Scheme adopted by the Company on 20 November 2015 and the applicable Listing Rules, the Board has the right to grant to the eligible participants options to subscribe for up to a maximum of 10% of the Shares in issue as at the date of adoption of the Share Option Scheme.

Pursuant to the terms of the Share Option Scheme and in compliance with the Listing Rules, the maximum number of Shares that may be issued upon exercise of all the Share Options which may be granted under the Share Option Scheme shall not exceed 615,588,638 Shares, being 10% of the Shares in issue as at the date of approval and adoption of the Share Option Scheme.

Subject to the approval of the Shareholders in a general meeting and/or such other requirements prescribed under the Listing Rules, the Scheme Mandate Limit may be refreshed to the extent not exceeding 10% of the Shares in issue as at the date of passing of such resolution(s).

As at the Latest Practicable Date, Share Options carrying the rights to subscribe for up to a total of 538,728,035 outstanding Shares, representing 7.59% of the total issued share capital of 7,093,386,381 Shares, have been granted under the Share Option Scheme. Unless the Scheme Mandate Limit is refreshed, only up to 76,860,603 Shares may be issued pursuant to the grant of further options under the Share Option Scheme.

– 4 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the issued share capital of the Company comprised 7,093,386,381 Shares and no Share Options have been exercised. Accordingly it is expected that, upon the approval of the refreshment of the Scheme Mandate Limit at the AGM, and on the assumption that no further Shares will be issued or repurchased by the Company from the Latest Practicable Date to the AGM, the number of Shares in issue as at the date of passing of the resolution granting the refreshment of the Scheme Mandate Limit will be 7,093,386,381 and therefore, the refreshed Scheme Mandate Limit under the AGM would be 709,338,638 Shares, representing 10% of the number of shares in issue at the time of passing the resolution. Pursuant to the terms of the Share Option Scheme and in accordance with the Listing Rules, the Shares which may be issued upon exercise of all outstanding Share Options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) of the Company shall not exceed 30% of the Shares in issue from time to time. No share options shall be granted under any scheme(s) of the Company if this will result in the 30% limit being exceeded.

In order to provide the Company with greater flexibility in granting Share Options to eligible participants under the Share Option Scheme as incentives or rewards for their contributions to the Group, a resolution as set out in the notice of AGM will be proposed to seek Shareholders’ approval at the AGM to refresh the Scheme Mandate Limit of the Share Option Scheme to 10% of the Shares in issue as at the date of passing of the resolution.

The Directors consider that it is in the best interests of the Company to refresh the Scheme Mandate Limit to permit the grant of further share options under the Share Option Scheme so as to provide incentives to, and recognise the contributions of, the Group’s employees and other selected and eligible grantees.

The adoption of the refreshment of the Scheme Mandate Limit is conditional upon:

• (a) the Shareholders passing an ordinary resolution to approve the refreshment of the Scheme Mandate Limit at the AGM; and

• (b) the Listing Committee of the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of any options that may be granted pursuant to the Share Option Scheme under the Scheme Mandate Limit as refreshed.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares which may be issued pursuant to the exercise of the share options that may be granted under the Share Option Scheme under the Scheme Mandate Limit as refreshed.

ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Admiralty Conference Centre, 1804, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong at 2:30 p.m. on 25 June 2018 is set out on pages 12 to 16 of this circular.

– 5 –

LETTER FROM THE BOARD

A proxy form for use at the AGM is enclosed, a copy of which can also be obtained via the website of the Stock Exchange. Whether or not you are able to attend the AGM, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours (excluding Sunday and public holiday) before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending in person and voting at the AGM or any adjourned meeting if you so wish.

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

RESPONSIBILITY STATEMENT

This circular, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 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 document 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 document misleading.

RECOMMENDATION

The Directors believe that the grant of the Share Issue Mandate and the Share Repurchase Mandate, the election and re-election of Directors and the Refreshment of the Scheme Mandate Limit to be proposed at the AGM are in the best interests of the Company and its shareholders. Accordingly, the Board recommends you to vote in favour of the resolutions to be proposed at the AGM.

By order of the Board Yury Makarov Chief Executive Officer

Hong Kong, People’s Republic of China

– 6 –

APPENDIX I EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

This Explanatory Statement includes information required under Rule 10.06(1)(b) of the Listing Rules to be given to the shareholders of the Company in connection with the proposed share repurchase mandate to be granted to the Directors.

(A) LISTING RULES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their fully-paid up shares on the Stock Exchange subject to certain restrictions.

(B) SHAREHOLDERS’ APPROVAL

The Listing Rules provide that all on-market share repurchases by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by specific approval of a particular transaction or by a general mandate to the directors of the company to make such repurchases.

(C) EXERCISE OF THE SHARE REPURCHASE MANDATE

As at the Latest Practicable Date, there were 7,093,386,381 Shares in issue.

Assuming no further shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the issued share capital of the Company as at the date of the AGM would remain 7,093,386,381 Shares. Subject to the passing of the ordinary resolution approving the Share Repurchase Mandate and on the basis that no further Shares are issued and no Shares are repurchased prior to the AGM, the Directors would be authorised under the Share Repurchase Mandate to repurchase a maximum of 709,338,638 Shares, representing 10% of the number of Shares of the Company in issue as at the date of the AGM.

(D) REASONS FOR THE REPURCHASE OF SHARES

The Directors believe that the Share Repurchase Mandate is in the best interests of the Company and its shareholders. Repurchases may, depending on the circumstances, result in an increase in net assets value per Share and/or earnings per Share. The Directors are seeking the grant of a general mandate to repurchase Shares to give the Company flexibility to do so if and when appropriate. The timing and the number(s), the price and other terms upon which the Shares are repurchased will be decided by the Directors at the relevant time having regard to the circumstances prevailing at that time.

(E) SOURCE OF FUNDS

Repurchases must be made out of funds which are legally available for such purpose in accordance with all applicable laws of Hong Kong and the Company’s Articles of Association. It is envisaged that the funds required for any repurchase would be derived from the distributable profits of the Company.

– 7 –

APPENDIX I EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

There could be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the financial year ended 31 December 2017) in the event that the proposed share repurchases were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the general mandate to such an extent as would, in the circumstances, have a material adverse impact on the working capital of the Company or its gearing position.

(F) SHARE PRICES

The highest and lowest prices at which the Shares had been traded on the Stock Exchange in each of the past twelve months to the Latest Practicable Date were as follows:

	Share Price per share	Share Price per share
	Lowest	Highest
	(HK$)	(HK$)
2017
May	0.245	0.305
June	0.219	0.280
July	0.250	0.365
August	0.295	0.385
September	0.237	0.315
October	0.240	0.285
November	0.235	0.285
December	0.215	0.280
2018
January	0.210	0.265
February	0.171	0.218
March	0.167	0.247
April	0.146	0.184
May (up to the Latest Practicable Date)	0.126	0.177

(G) UNDERTAKING

The Directors have undertaken to the Stock Exchange that so far as the same may be applicable, they will exercise the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong. The Directors have also undertaken not to repurchase any Shares if there is less than a minimum of 25% of the total issued share capital of the Company in public hands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, currently intends to sell the Shares to the Company or its subsidiaries in the event that the Share Repurchase Mandate is approved by the Shareholders.

– 8 –

APPENDIX I EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

No core connected person (as defined in the Listing Rules) has notified the Company that it has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Company is authorised to make repurchases of Shares.

(H) HONG KONG CODE ON TAKEOVERS AND MERGERS

The Directors are not aware of any consequences which the exercise in full of the Share Repurchase Mandate would have under the Hong Kong Code on Takeovers and Mergers.

(I) SHARES PURCHASED BY THE COMPANY

Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company’s Shares during the six months preceding the Latest Practicable Date.

– 9 –

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE ELECTED OR RE-ELECTED

The particulars of the Director proposed to be elected at the AGM are as follows:

NON-EXECUTIVE DIRECTOR

1. Mr Benjamin Tze For Ng , aged 56, is an Executive Director of Silk Road Logistics Holdings Limited, which is a listed company on the main board of the Stock Exchange, since September 2008. Mr Ng has more than 30 years’ experience in banking, corporate finance, strategy planning and financial management for a number of international banks and listed companies in Hong Kong, Beijing and Shanghai. He graduated from the Chinese University of Hong Kong with a Bachelor of Business Administration Degree and obtained a Master’s Degree in Business Administration from the City University of Hong Kong.

As at the Latest Practicable Date of this circular, Mr Ng does not have any interest in the shares in the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). Save as disclosed above, Mr Ng does not hold, and has not held in the last three years, any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas. Save as disclosed above, he does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company as at the date of this circular.

Mr Ng has signed a letter of appointment to serve as a Non-Executive Director of the Company for a term of 3 years commencing 5 January 2018, which can be terminated by either Mr Ng or the Company by giving 3 months’ written notice. Mr Ng will not receive any remuneration from the Company to serve as a Non-Executive Director.

Save as disclosed herein, there are no other matters relating to the appointment of Mr Ng as a Non-Executive Director of the Company that need to be brought to the attention of the shareholders of the Company nor is there any other information that is required to be disclosed pursuant to Rule 13.51(2)(h) – (w) of the Listing Rules.

– 10 –

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE ELECTED OR RE-ELECTED

The particulars of the Director proposed to be re-elected at the AGM are as follows:

INDEPENDENT NON-EXECUTIVE DIRECTOR

1. Mr Chuang-fei Li , aged 71, worked for Bank of China in London as the Deputy General Manager and the Chief Lending Officer with wide responsibilities including investment and corporate banking, treasury and capital markets, financial institutions coverage, structured finance, aircraft and shipping finance, syndications, retail banking and auditing. Mr Li is a past Fellow of the Asia Centre at Harvard University.

Mr Li renewed his appointment letter with the Company under which he agrees to act as an Independent Non-Executive Director of the Company for a term of three years commencing from 21 October 2016, unless terminated by either party by giving notice in writing within one year. As at the Latest Practicable Date, Mr Li is entitled to a director’s fee in the amount of US$10,500 per month.

Notes:

• (1) The interests of the Retiring Director in the Shares, if any, within the meaning of Part XV of the SFO as at 31 December 2017 are disclosed in the Directors’ Report contained in the Company’s Annual Report for the year ended 31 December 2017. His interests remain unchanged as at the Latest Practicable Date.

• (2) The details of the emoluments of the Directors are contained in the Company’s Annual Report for the year ended 31 December 2017.

• (3) The Company’s Articles of Association provide that each Director is required to retire once every three years at the Company’s Annual General Meeting. A Director’s specific term of appointment, therefore, cannot exceed three years. The Retiring Directors shall be eligible for re-election at the AGM.

– 11 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [154 x 79] intentionally omitted <==

(a company incorporated in Hong Kong with limited liability)

(Stock code: 1029)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of IRC Limited (the “Company”) will be held at Admiralty Conference Centre, 1804, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong at 2:30 p.m. on 25 June 2018 (“AGM”) for the following purposes:

1. To receive and consider the reports of the Directors and the Auditor together with the Statement of Accounts for the year ended 31 December 2017;

2. To re-appoint Messrs Deloitte Touche Tohmatsu as Auditor and authorise the Board of Directors to fix their remuneration;

3. To elect Mr Benjamin Tze For Ng as Non-Executive Director;

4. To re-elect Mr Chuang-fei Li as Independent Non-Executive Director;

and, by way of special business, to consider and, if thought fit, pass the following Resolutions as Ordinary Resolutions:

1. “ THAT :

2. (a) subject to paragraph (b) of this Resolution, the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph (c) of this Resolution) of all the powers of the Company to repurchase Shares of the Company be and is hereby generally and unconditionally approved;

3. (b) the aggregate number of Shares which may be purchased on The Stock Exchange of Hong Kong Limited or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Hong Kong Code on Share Buy-Backs pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10 per cent. of the number of Shares of the Company in issue as at the date of passing this Resolution, and the said approval shall be limited accordingly;

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purpose of this Resolution, “Relevant Period” means the period from the date of passing this Resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company; or

  • (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 laws of Hong Kong; or

  • (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting; and”

• “ THAT :

• (a) subject to paragraph (c) of this Resolution, pursuant to Section 141 of the Companies Ordinance, the exercise by the Directors of the Company during the Relevant Period (as defined 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 and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (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 of the Company pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue, (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares of the Company, (iii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officer and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire Shares of the Company, or (iv) 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 per cent. of the number of Shares of the Company in issue as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purpose of this Resolution:

“Relevant Period” means the period from the date of passing this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company; or

• (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 laws of Hong Kong; or

• (iii) the date on 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).”

7. “ THAT :

subject to the passing of Resolutions 5 and 6 set out in the notice of this meeting, the total number of shares of the Company which are repurchased or otherwise acquired by the Company pursuant to Resolution 5 shall be added to the total number of shares of the Company which may be issued pursuant to Resolution 6.”

8. “ THAT :

subject to and conditional upon the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of share options which may be granted under the Refreshed Scheme Mandate Limit (as defined below), the existing limit on the grant of share options under the Share Option Scheme be refreshed provided that the total number of Shares which may be allotted and issued upon exercise of any options to be granted under the Share Option Scheme and any other schemes of the Company (excluding share options previously granted, outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme or such other scheme(s) of the Company), shall not

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution (the “Refreshed Scheme Mandate Limit”) and the Directors be and are hereby authorised to do such acts and things and execute such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the Refreshed Scheme Mandate Limit and to grant share options up to the Refreshed Scheme Mandate Limit and to exercise all powers of the Company to allot, issue and deal with shares of the Company pursuant to the exercise of such share options.”

By order of the Board Yury Makarov Chief Executive Officer

Hong Kong, People’s Republic of China, 24 May 2018

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:

Kent Lo

Manager – Communications & Investor Relations Telephone: +852 2772 0007 Mobile: +852 9688 8293 Email: kl@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 AGM will therefore put each of the resolutions to be proposed at the AGM to be voted by way of poll in accordance with the Company’s Articles of Association.

• (2) The register of shareholders will be closed from Wednesday, 20 June 2018 to Monday, 25 June 2018, both days inclusive. In order to qualify for attending and voting at the Annual General Meeting, 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 Tuesday, 19 June 2018.

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NOTICE OF ANNUAL GENERAL MEETING

• (3) A shareholder of the Company entitled to attend and vote at the above AGM 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, before 2:30 p.m. on Friday, 22 June 2018 or, if the AGM is adjourned, no less than 48 hours (excluding Sunday and public holiday) before the time fixed for holding the adjourned meeting. Completion and lodging of a form of proxy will not preclude a member from attending and voting at the AGM (or any adjournment thereof) should the member so wish.

• (4) Brief biographical details contained in the circular of the Directors who offer themselves for election or re-election at the AGM (set out in Appendix II), all form part of this notice.

• (5) 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 AGM, then the AGM 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 AGM, and where conditions permit, the AGM will be held as scheduled.

The AGM will be held as scheduled when an Amber or Red Rainstorm Warning Signal is in force.

Shareholders should make their own decision as to whether they attend the AGM under bad weather conditions bearing in mind their own personal circumstances and, if they do so, they are advised to exercise care and caution.

• (6) 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 Benjamin Tze For Ng, and Mr Chi Kin Cheng. The Independent Non-Executive Directors are Mr Daniel Bradshaw, Mr Chuang-Fei Li, Mr Simon Murray, CBE, Chevalier de la Légion d’Honneur , Mr Jonathan Martin Smith and Mr Raymond Kar Tung Woo.

• (7) All references to dates and times refer to dates and times in Hong Kong.

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