IRC Limited — Proxy Solicitation & Information Statement 2021

Nov 17, 2021

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FORM OF PROXY

For use by members at the Annual General Meeting to be held on Friday, 17 December 2021 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][)] ,

beingof 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 the Grand Ballrooms 1 and 2, Level B, Hong Kong Ocean Park Marriott Hotel, 180 Wong Chuk Hang Road, Aberdeen, Hong Kong on Friday, 17 December 2021 at 11:00 a.m. (“ 2021 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 2021 AGM and its adjournment as directed below. Please indicate with a “✔“ in the following boxes provided how you wish your vote(s) to be cast on a poll.

	Ordinary Businesses	Ordinary Businesses	Ordinary Businesses	FOR (Note 5)
1.	To consider and adopt the audited financial statements of the Company for the year ended 31 July 2021 andthe reports of the directors and the independent auditor thereon.
2.	(A)	To re-elect the following directors of the Company (“Directors”), who retire and have offeredthemselves for re-election:
		(i)Dr. Lam Kin Ngok, Peter as an Executive Director;
		(ii)Mr. Chew Fook Aun as an Executive Director;
		(iii)Mr. Lam Hau Yin, Lester as an Executive Director; and
		(iv)Mr. Leung Wang Ching, Clarence as an independent non-executive Director.
	(B)	To authorise the board of directors (“Board”) to fix the Directors’ remuneration.
3.	To re-appoint Ernst and Young, Certified Public Accountants, as the independent auditor of the Company forthe ensuing year and to authorise the Board to fix their remuneration.
	Special BusinessesTo pass the following Ordinary Resolutions*:
4.
	(A)To grant a general mandate to the Directors to buy back the Company’s Shares not exceeding 10% ofthe total number of the Shares of the Company in issue.
	(B)To grant a general mandate to the Directors to issue, allot and deal with additional Shares not exceeding20% of the total number of the Shares of the Company in issue.
	(C)To extnumbe		end the general mandate granted to the Directors to issue Shares of the Company by adding ther of Shares bought back.
* The full text of the aboMember’s Signature:			ve resolutions is set out in the notice of the 2021 AGM dated 18 November 2021.(Note 4)Date this	day of

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:RESOLUTIONS,IF PLEASEYOU WISHTICKTOTHEVOTEAPPROPRIATEFOR THE RESOLUTIONS,BOXES MARKEDPLEASE“AGAINST”.TICK THE If a APPROPRIATE “✔“ is put under BOXES the columns MARKED “For”, “FOR”. or “Against”, IF YOU it will WISH be deemed TO VOTE to relate AGAINST to the 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/its 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/it may at his/her/its absolute discretion consider appropriate) that the appointing Member may do in respect of any business which may arise at the 2021 AGM or any adjournment thereof (as the case may be).

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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the 2021 AGM or any adjournment thereof. The share registrar’s contact phone number is (852) 2980 1333.

7. In the case of joint holders of a Share, any one of such joint holders may vote at the 2021 AGM or any adjournment thereof (as the case may be), either in person or by proxy, in respect of such share as if he were solely entitled thereto. If more than one of such joint holders are present at the 2021 AGM or any adjournment thereof (as the case may be) whether in person or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of the relevant Share will alone be entitled to vote in respect thereof.

8. 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 2021 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.

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

10. 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 2021 AGM will be decided by poll at the 2021 AGM.

11. 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.

12. A Member or his/her/its proxy should produce proof of identity when attending the 2021 AGM. If a corporate Member appoints its representative to attend the 2021 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 2021 AGM.

13. 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 18 November 2021. Details regarding Ordinary Resolutions (A), (B) and (C) under item 4 above are set out in the notice of the 2021 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 2021 AGM (“ 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, Chapter 486 of the Laws of Hong Kong, and any such request should be in writing by mail to Tricor Tengis Limited at the above address.