IRC : Announcements and Notices - Deputy Chairman and New Non-executive Director and Independent Non-executive Director Appointed

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. The information set out below in this announcement is provided for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares in the Company.

(Incorporated in Hong Kong with limited liability)

(Stock code: 1029)

DEPUTY CHAIRMAN AND NEW NON-EXECUTIVE DIRECTOR AND

INDEPENDENT NON-EXECUTIVE DIRECTOR APPOINTED

Friday, 5 January 2018: The Board of Directors of IRC Limited ("IRC" or the "Company", together with its subsidiaries, the "Group") announces a number of changes to the Board of Directors ("the Board") as detailed below.

PROPOSED RETIREMENT OF NON-EXECUTIVE DIRECTOR AND APPOINTMENT OF DEPUTY CHAIRMAN

Mr Jay Hambro has announced his intention to retire as the Chairman and a Non-Executive Director of the Company upon the appointment of a successor. Mr Hambro relinquished his executive responsibilities in January 2016 upon his appointment as the Chief Investment Officer of GFG Alliance and the Chief Executive Officer of the Mining and Energy Division of GFG Alliance's member company SIMEC Group Limited ("SIMEC"). As GFG Alliance continues to progress with its development plans, Mr Hambro has decided to dedicate more of his time to his roles at GFG Alliance and SIMEC and has asked the Board to initiate a formal process to recruit a new Chairman and director for the Company. Mr Hambro has agreed, upon the Board's request, to assist in handing over the responsibilities of Non-Executive Chairman to his successor and to provide consultancy support to the Board for a period to be agreed upon by the parties before formally resigning from his office. Further announcements will be made in respect of the appointment of a new Non-Executive Chairman and Mr Hambro's retirement from the Board.

The Board further announces that Mr Daniel Bradshaw has been appointed as the Deputy Chairman of the Company and shall lead the process of recruiting a new Non-Executive Chairman. The particulars of Mr Bradshaw are as follows:

Mr Daniel Rochfort Bradshaw, aged 70, joined IRC in 2010 and has been the Senior Independent Non-Executive Director of IRC since its initial public offering in Hong Kong. Mr Bradshaw is an experienced bulk shipping lawyer, an Independent Non-Executive Director of the Company and a well-known figure in the Hong Kong markets.

Mr Bradshaw signed a letter of appointment ("Original Letter of Appointment") to serve as an Independent Non-Executive Director of the Company in 2010. The Original Letter of Appointment was subsequently renewed in 2016 for a term of 3 years commencing 2016, which can be terminated by either Mr Bradshaw or the Company by giving 12 months' written notice. Mr Bradshaw was entitled to remuneration in the amount of US$126,000 (approximately HK$982,800) per annum. The emoluments of Mr Bradshaw were determined by the Remuneration Committee of the Company with reference to his duty and responsibility for serving on the Board. Mr Bradshaw has signed a supplemental letter of appointment with the Company in respect of his appointment as Deputy Chairman to re-confirm that the term of service contained in the Original Letter of Appointment will continue and remain unchanged.

As at the date of this announcement, Mr Bradshaw 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). Mr Bradshaw is a director of The Hong Kong Club, a director of the Kadoorie Farm & Botanic Garden Corporation, a non-executive director of Euronav N.V., an Independent Non-Executive Director of Pacific Basin Shipping Limited, an Independent Non-Executive Director of GasLog MLP, and a member of the Executive Council of the World Wide Fund for Nature Hong Kong. Save as disclosed above, Mr Bradshaw 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. Mr Bradshaw does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed herein, there are no other matters relating to the appointment of Mr Bradshaw as Deputy Chairman 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.

RESIGNATION AND APPOINTMENT OF NON-EXECUTIVE DIRECTOR

The Board announces that Mr Cai Sui Xin has resigned as a Non-Executive Director of the Company with effect from 5 January 2018 to devote more time to his other professional commitments.

Mr Cai has confirmed that he has no disagreement with the Board and that there is no matter relating to his resignation which needs to be brought to the attention of the shareholders of the Company. The Board would like to thank Mr Cai for his contribution to the Company during his tenure of office.

The Board further announces that, following Mr Cai's retirement from the Board, Mr Benjamin Ng, who previously served as an alternate to Mr Cai, has been appointed as a Non-Executive Director and replaces Mr Cai as the shareholder representative of General Nice Development Limited ("General Nice"), a substantial shareholder of the Company. The particulars of Mr Ng are as follows:

Mr Ng Tze For (Benjamin), aged 56, is an Executive Director of Loudong General Nice Resources (China) Holdings Limited, which is a listed company on the main board of the Stock Exchange of Hong Kong Limited, 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 date of this announcement, 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 announcement.

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. In accordance with the articles of association of the Company, Mr Ng shall hold office until the next following annual general meeting of the Company and will then be eligible for re-election. 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.

RE-DESIGNATION OF DIRECTOR

The Board announces that with effect from 5 January 2018, Mr Raymond Woo has been re-designated from a Non-Executive Director of the Company to an Independent Non-Executive Director of the Company (the "Re-designation") as recommended by the Nomination Committee of the Company and approved by the Board. Following the Re-designation, the Board comprises ten members with two Executive Directors, three Non-Executive Directors and five Independent Non-Executive Directors.

Mr Raymond Kar Tung Woo, aged 48, joined IRC in June 2010 as an Executive Director, Chief Financial Officer and Company Secretary of IRC. Since March 2015, Mr Woo had been re-designated as a Non-Executive Director of IRC. Mr Woo began his career at Arthur Andersen where he qualified as an accountant. Subsequently, he was employed as an investment banker at ING, CITIC Securities and Credit Suisse. Mr Woo holds a Bachelor of Commerce and is a member of the Australian Society of Certified Practising Accountants and a fellow of the Hong Kong Institute of Certified Public Accountants. He is currently an Executive Director and Chief Financial Officer of TUS International Limited and an Independent Non-Executive Director of Yuanda China Holdings Limited and SMIT Holdings Limited, all of which are listed in Hong Kong.

Save as disclosed above, Mr Woo 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.

As announced by the Company on 25 March 2015, Mr Woo signed a letter of appointment ("Original Letter of Appointment") to serve as a Non-Executive Director of the Company for a term of 3 years commencing 25 March 2015, which can be terminated by either Mr Woo or the Company by giving 12 months' written notice. Mr Woo was entitled to remuneration in the amount of US$90,000 (approximately HK$702,000) per annum. The emoluments of Mr Woo were determined by the Remuneration Committee of the Company with reference to his duty and responsibility for serving on the Board. Mr Woo has signed a supplemental letter of appointment with the Company in respect of his Re-designation to re-confirm that the term of service contained in the Original Letter of Appointment will continue and remain unchanged.

As at the date of this announcement, Mr Woo is interested in 7,435,360 shares of the Company (representing approximately 0.1% of the total issued shares of the Company as at the date hereof). Save as disclosed herein, Mr Woo does not have any other interest in shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Save as disclosed above, Mr Woo does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company.

Having regard that: (i) Mr Woo did not perform any executive role or management function in the Company or its holding company or any of their respective subsidiaries or any core connected persons of the Company since his re-designation as a Non-Executive Director in March 2015; and (ii) since his appointment as a Non-Executive Director of the Company, Mr Woo has always been acting impartially, exercising independent judgment to the business and affairs of the Company, and providing professional and critical advice and recommendation to the Company, as if he was an Independent Non-Executive Director of IRC, the Company considers that his previous position as an Executive Director and a Non-Executive Director has no bearing on his independence as an Independent Non-Executive Director, notwithstanding that such previous directorships may technically fall within the independence criterion under Rule 3.13(7) of the Listing Rules among the factors which may affect independence. Accordingly, the Board considers that Mr Woo satisfies all of the indicative criteria of independence set out under Rule 3.13 of the Listing Rules and hence is independent.

Save as disclosed herein, there are no other matters relating to the re-designation of Mr Woo as an Independent 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.

By Order of the Board

IRC Limited

Yury Makarov Chief Executive Officer

Hong Kong, People's Republic of China

Friday, 5 January 2018

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.

IRC Limited

6H, 9 Queen's Road Central Hong Kong

Tel: +852 2772 0007 Email:ir@ircgroup.com.hkWebsite:www.ircgroup.com.hk

For further information please visitwww.ircgroup.com.hkor contact:

Shirly Chan

Manager - Communications & Investor Relations Telephone: +852 2772 0007

Mobile: +852 9688 8293 Email:sc@ircgroup.com.hk