IRC Limited — Share Issue/Capital Change 2017

Sep 29, 2017

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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(Incorporated in the Hong Kong with limited liability)

(Stock code: 1029)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”)

Friday, 29 September 2017: IRC Limited (“IRC” or the “Company”, together with its subsidiaries, the “Group”; Stock Code 1029) announces that on 29 September 2017, the Company granted share options (the “Options”) to certain directors and employees of the Group (the “Grantees”) pursuant to the Company’s Share Option Scheme, subject to acceptance by the Grantees. The Options entitle the Grantees, in aggregate, to subscribe for up to 296,400,000 fully paid new ordinary shares (the “Shares”) in the share capital of the Company.

Details of the Options granted are set out below:

Date of grant: 29 September 2017 Number of Options granted: 296,400,000 Number of Shares issuable 296,400,000 under the Options granted:

Exercise price of the HK$0.2728 Options granted:

(The exercise price of HK$0.2728 represents a price which is higher than (i) the closing price of the Shares of HK$0.248 as stated in the daily quotation sheet of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on 29 September 2017 (that is, the date of grant) and (ii) the average closing price of the Shares in the daily quotation sheets of the Stock Exchange for the five (5) trading days immediately preceding 29 September 2017 being HK$0.2536)

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Validity period of 5 years from the date of grant and subject to the vesting the Options: schedule and the vesting/performance conditions as set out below Vesting schedule of One-third of the Options granted to each Grantee will, the Options: subject to the vesting/performance conditions set out below, vest on each of 28 September 2018, 28 September 2019 and 28 September 2020

Vesting/Performance Vesting of the Options is conditional upon the achievement conditions: of certain performance targets during the periods prior to each vesting date and the exercise period of the Options. Summary details of the performance targets and vesting schedule will be disclosed in the Annual Report of the Company following final vesting of the Options.

Subject to the Listing Rules, the Board reserves its rights to specify appropriate performance targets and conditions that must be achieved before the exercise of the Options for each of the individual Grantees at its absolute discretion.

Among the Options granted, a total of 111,600,000 Options were granted to 3 directors of the Company (the “Director”), whereas a total of 184,800,000 Options were granted to certain other employees of the Group, details of which are as follows:

		Number of
		Options
Grantee	Position held in the Group	Granted
George Jay Hambro	Chairman and Non-Executive Director	37,200,000
Yury Makarov	Executive Director	37,200,000
Danila Kotlyarov	Executive Director	37,200,000
Sub-total of the Options granted to the Directors		111,600,000
Sub-total of the Options granted to other employees of the Group		184,800,000
		296,400,000

The grant of the Options to each of the above mentioned Directors has been approved by the Remuneration Committee of the Company which comprises of the independent non-executive Directors of the Company.

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Save as disclosed above, none of the Grantees is a Director, chief executive or substantial shareholder of the Company, or any of their respective associates (as defined in the Listing Rules).

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

Hong Kong, People’s Republic of China Friday, 29 September 2017

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 (Mr Benjamin Ng as his alternate), Mr Raymond Kar Tung Woo and Mr Cheng Chi Kin. 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.

IRC Limited

6H, 9 Queen’s Road Central Hong Kong Tel: +852 2772 0007 Fax: +852 2772 0329 Email: ir@ircgroup.com.hk Website: www.ircgroup.com.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

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