APPENDIX VIII STATUTORY AND GENERAL INFORMATION

(A) FURTHER INFORMATION ABOUT THE COMPANY 1. Incorporation The Company was incorporated in Hong Kong under the Companies Ordinance on 4 June 2010 under the name of Thor Limited. The Company changed its name to IRC Limited on 13 August 2010 and to IRC Limited with effect from 13 September 2010. The Company’s registered office is at Unit H, 6th Floor, 9 Queen’s Road Central, Hong Kong. A summary of various parts of the Company’s Memorandum and Articles is set out in Appendix VI — “Summary of the Articles of the Company” to this prospectus.

2. Changes in share capital The authorised share capital of the Company as at the date of its incorporation was HK$1,000 divided into 1,000 shares of par value HK$1.00 each.

On 4 June 2010, one share was allotted and issued as fully paid to Cayiron Limited as the initial subscriber. Pursuant to the written resolutions passed by the Shareholders of the Company on 14 June 2010, each of the then issued and un-issued shares with a nominal value of HK$1.00 each was subdivided into 100 shares with a nominal value of HK$0.01 each. Accordingly, the capital of the Company, comprising of 1,000 shares with a nominal value of HK$1.00 each, was subdivided into 100,000 Shares with a nominal value of HK$0.01 each.

On 14 June 2010, the Company acquired Thorholdco Limited from Cayiron Limited in consideration for US$260,015,001 (determined after negotiations at arm’s length based on the book value of the underlying net assets of Thorholdco Limited) satisfied by the issue by the Company of a further 700 Shares credited as fully paid to Cayiron Limited at a premium of HK$2,894,512.98 per Share (equivalent to a price per Share of US$371,450 at the date of the transfer).

On 25 June 2010, the Company acquired Thorrouble Limited and Thordollar Limited from Cayiron Limited in consideration for US$437,621,871.70 satisfied by the issue by the Company of a further 800 Shares credited as fully paid to Cayiron Limited at a premium of HK$4,255,145.15 per Share (equivalent to a price per Share of US$4,255,145.16 at the date of the transfer).

On 11 August 2010, 1,600 Shares were issued to Cayiron Limited pursuant to, and in connection with, the intra-group equity financing of the Group’s mining operations.

On 19 August 2010, the Company resolved to allot and issue an additional 1,600 Shares to Cayiron Limited, pursuant to the arrangements under the employee benefit trust, as described in the sub-section headed “Employee benefit trust” in this Appendix VIII — “Statutory and General Information”.

On 26 August 2010, 360 new Shares were issued to the Pre-IPO Investors pursuant to the Pre-IPO Investment Agreement for cash in return for their combined equity investment of US$60m in the share capital of the Company, as further described in the sub-section headed “Pre-IPO investment” of the section headed “History and Restructuring” in this prospectus.

On 17 September 2010, the Company resolved, by special resolution of the Shareholders, to increase the authorised share capital of the Company from HK$1,000 to HK$100,000,000 by

VIII-1 APPENDIX VIII STATUTORY AND GENERAL INFORMATION the creation of an additional 9,999,900,000 Shares with a nominal value of HK$0.01 each, such additional Shares ranking pari passu in all respect with the existing Shares in the Company’s share capital with effect from 30 September 2010. On 22 September 2010, Petropavlovsk and the Pre-IPO Investors agreed to unwind the Pre- IPO Investment Agreement pursuant to the Pre-IPO Investment Supplemental Agreement as further described in the sub-section headed “Pre-IPO Investment” of the section headed “History and Restructuring” in this prospectus. The Pre-IPO Investment Supplemental Agreement is conditional on the Listing proceeding and there will be no impact on the share capital of the Group save the transfer in ownership of the Shares, from the Pre-IPO Investors to Cayiron. Save as aforesaid, there has been no alteration in the share capital of the Company since its incorporation.

3. Written resolutions of the Shareholders Pursuant to the written resolutions of the Shareholders passed on 17 September 2010, the following matters, among other things, were resolved: (a) the Company approved and adopted its new Memorandum and Articles; (b) the authorised share capital of the Company was increased from HK$1,000 to HK$100,000,000 by the creation of an additional 9,999,900,000 Shares, such additional Shares ranking pari passu in all respects with the existing Shares in the Company’s share capital with effect from the date of passing the relevant resolution. Accordingly, the Company has 10,000,000,000 authorised Shares; (c) conditional on the (i) issue of the Prospectus in connection with the Global Offering on or around 30 September 2010 and (ii) the Underwriting Agreements being entered into no later than 10 October 2010: (A) the Global Offering and the Over-allotment Option were approved and the Directors were authorised to allot and issue the Offer Shares and the Shares as may be required to be allotted and issued upon the exercise of the Over- allotment Option on and subject to the terms set out in the Prospectus and the Application Forms; and (B) conditional on the share premium account of the Company having sufficient balance or being credited as a result of the Global Offering, the Directors were authorised to capitalise the amount of HK$23,219,948.40 from the amount standing to the credit of the share premium account of the Company to pay up in full at par 2,321,994,840 Shares for allotment and issue to the person(s) whose name(s) appear(s) on the register of members of the Company at the close of business on the fifth day after the date of the International Underwriting Agreement, pro-rata to their then existing shareholdings in the Company (“Capitalisation Issue”); (d) the Company’s LTIP (details of which are set out in the sub-section headed “3. Summary of the principal terms of the Company’s Long Term Incentive Plan” of the section headed “(D) Further Information about Directors, Management and Employees” in this Appendix VIII) was approved, ratified and adopted;

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(e) a general unconditional mandate was given to the Directors to allot, issue and deal with (otherwise than (i) pursuant to Shares issued as a result of a rights issue; (ii) pursuant to the exercise of the options or other awards which may be granted under any share option scheme of the Company or similar arrangement; (iii) an issue of Shares in lieu of the whole or part of a dividend on Shares; or (iv) pursuant to the Global Offering, the Over-allotment Option or the Capitalisation Issue) Shares with an aggregate nominal value not exceeding 20 per cent. of the aggregate nominal value of the share capital of the Company in issue and to be issued as mentioned herein (including but not limited to Shares which may be issued pursuant to the exercise of the Over-allotment Option) until the conclusion of the next annual general meeting of the Company, the expiration of the period within which the next annual general meeting of the Company is required by the Articles or by the Companies Ordinance or any other applicable laws of Hong Kong to be held, or the revocation of variation by an ordinary resolution of the Shareholders in a general meeting, whichever is the earlier;

(f) a general unconditional mandate was given to the Directors authorising them to exercise all powers of the Company to repurchase on the Stock Exchange or on any other approved stock exchange on which the securities of the Company may be listed and which is recognised by the SFC and the Stock Exchange for this purpose, such number of Shares with an aggregate nominal value not exceeding 10 per cent. of the aggregate nominal value of the share capital of the Company in issue immediately following completion of the Global Offering and the Capitalisation Issue, such mandate to remain in effect until the conclusion of the next annual general meeting of the Company, or the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held, or until revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever occurs first; and

(g) the general unconditional mandate mentioned in paragraph (e) above was extended by the addition to the aggregate nominal value of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to such general mandate of an amount representing the aggregate nominal value of the share capital of the Company repurchased by the Company pursuant to the mandate to repurchase Shares referred to in paragraph (f) above provided that such extended amount shall not exceed 10 per cent. of the aggregate of the total nominal value of the share capital of the Company in issue immediately following completion of the Global Offering and the Capitalisation Issue but before the exercise of the Over- allotment Option.

Immediately following the Global Offering becoming unconditional and the issue of Shares as mentioned herein being made, but taking no account of any Shares which may be issued upon the exercise of the Over-allotment Option, the authorised share capital of the Company will be HK$100,000,000 divided into 10,000,000,000 Shares and the issued share capital will be HK$33,920,000.00 divided into 3,392,000,000 Shares, all fully paid or credited as fully paid, and 6,608,000,000 Shares will remain unissued. Other than pursuant to the exercise of the Over-allotment Option and any options which may be granted under the Share Incentive

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Scheme, there is no present intention to issue any of the authorised but unissued share capital of the Company and no issue of Shares which would effectively alter the control of the Company will be made without the prior approval of members in a general meeting.

4. Corporate reorganisation Information regarding the corporate reorganisation of the Group is set out in the section headed “History and Restructuring” in this prospectus.

5. Changes in share capital of subsidiaries The Company’s subsidiaries are referred to in the Accountants’ Report, the text of which is set out in Appendix I — “Accountants’ Report” to this prospectus.

The following subsidiaries and joint venture have been incorporated within the two years immediately preceding the date of this prospectus:

Name of subsidiary Place of incorporation Date of incorporation Thorholdco Limited ...... Cayman Islands 18 May 2010 Thorrouble Limited ...... Cayman Islands 18 May 2010 Thordollar Limited ...... Cayman Islands 18 May 2010 LLC Amursnab ...... 28 December 2009 Lucilius Investments Limited ...... Cyprus 22 November 2008

Save as set out above and in the paragraph headed “4. Corporate reorganisation” in this Appendix VIII — “Statutory and General Information” to the prospectus and in the section headed “History and Restructuring” in this prospectus, there has been no alteration in the share capital of any of the subsidiaries of the Company within the two years immediately preceding the date of this prospectus.

(B) REPURCHASE BY THE COMPANY OF ITS OWN SECURITIES This section sets out information required by the Stock Exchange to be included in a prospectus concerning the repurchase by the Company of its own securities.

1. Provisions of the Listing Rules The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their own securities on the Stock Exchange subject to certain restrictions, the more important of which are summarised below:

(i) Shareholders’ approval All proposed repurchases of securities (which must be fully paid up in the case of shares) by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of the shareholders, either by way of general mandate or by a specific approval of a particular transaction.

(ii) Source of funds Repurchases must be funded out of funds legally available for the purpose in accordance with the Memorandum, the Articles and the Listing Rules and the applicable laws of Hong Kong. A

VIII-4 APPENDIX VIII STATUTORY AND GENERAL INFORMATION listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement other than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, any repurchases by the Company may be made out of the Company’s funds which would otherwise be available for dividend or distribution or out of the proceeds of a new issue of shares made for the purpose of the repurchase. Any amount of premium payable on the purchase over the par value of the shares to be repurchased must be out of the funds which would otherwise be available for dividend or distribution or from sums standing to the credit of the Company’s share premium account.

(iii) Trading restrictions The total number of shares which a listed company may repurchase on the Stock Exchange is the number of shares representing up to a maximum of 10 per cent. of the aggregate number of shares in issue. A company may not issue or announce a proposed issue of new securities for a period of 30 days immediately following a repurchase (other than an issue of securities pursuant to an exercise of warrants, share options or similar instruments requiring the company to issue securities which were outstanding prior to such repurchase) without the prior approval of the Stock Exchange. In addition, a listed company is prohibited from repurchasing its shares on the Stock Exchange if the purchase price is 5 per cent. or more than the average closing market price for the five preceding trading days on which its shares were traded on the Stock Exchange. The Listing Rules also prohibit a listed company from repurchasing its securities which are in the hands of the public falling below the relevant prescribed minimum percentage as required by the Stock Exchange.

A company is required to procure that the broker appointed by it to effect a repurchase of securities discloses to the Stock Exchange such information with respect to the repurchase as the Stock Exchange may require.

(iv) Status of repurchased Shares All repurchased securities (whether effected on the Stock Exchange or otherwise) will be automatically delisted and the certificates for those securities must be cancelled and destroyed.

(v) Suspension of repurchase A listed company may not make any repurchase of securities after a price sensitive development has occurred or has been the subject of a decision until such time as the price sensitive information has been made publicly available. In particular, during the period of one month immediately preceding the earlier of: (i) the date of the board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of a listed company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules) and (ii) the deadline for publication of an announcement of a listed company’s results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules), the listed company may not repurchase its shares on the Stock Exchange other than in exceptional circumstances. In addition, the Stock Exchange may prohibit a repurchase of securities on the Stock Exchange if a listed company has breached the Listing Rules.

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(vi) Reporting requirements Certain information relating to repurchases of securities on the Stock Exchange or otherwise must be reported to the Stock Exchange not later than 30 minutes before the earlier of the commencement of the morning trading session or any pre-opening session on the following business day. In addition, a listed company’s annual report is required to disclose details regarding repurchases of securities made during the year, including a monthly analysis of the number of securities repurchased, the purchase price per share or the highest and lowest price paid for all such purchases, where relevant, and the aggregate prices paid.

(vii) Connected persons A listed company is prohibited from knowingly repurchasing securities on the Stock Exchange from a “connected person”, that is, a director, chief executive or substantial shareholder of the company or any of its subsidiaries or their associates and a connected person is prohibited from knowingly selling his securities to the company.

2. Reasons for repurchases The Directors believe that the ability to repurchase Shares is in the interests of the Company and the Shareholders. Repurchases may, depending on the circumstances, result in an increase in the net assets and/or earnings per Share. The Directors sought the grant of a general mandate to repurchase Shares to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

3. Funding of repurchases In repurchasing securities, the Company may only apply funds lawfully available for such purpose in accordance with its Memorandum and Articles of Association, the Listing Rules and the applicable laws of Hong Kong. There could be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in this prospectus) in the event that the repurchase mandate were to be carried out in full at any time during the share purchase period. However, the Directors do not propose to exercise the general mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. General Exercise in full of the repurchase mandate, on the basis of assuming that there are approximately 3,392,000,000 Shares in issue as at the date on which dealings in the Shares commence on the Stock Exchange (without taking into account the exercise of the Over- allotment Option), could accordingly result in up to 339,200,000 Shares being repurchased by the Company during the period prior to:

Š the conclusion of the next annual general meeting of the Company;

Š the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

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Š the revocation or variation of the repurchase mandate by an ordinary resolution of the Shareholders in general meeting, whichever is the earliest.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates currently intend to sell any Shares to the Company or its subsidiaries. The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the repurchase mandate in accordance with the Listing Rules and the applicable laws in Hong Kong.

The Directors are not aware of any consequences which the exercise in full of the repurchase mandate would have under the Takeovers Code.

No connected person of the Company has notified the Company that he or she has a present intention to sell Shares to the Company, or has undertaken not to do so, if the repurchase mandate is exercised.

(C) FURTHER INFORMATION ABOUT THE BUSINESS 1. Summary of material contracts The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of the Group within the two years preceding the date of this prospectus and are or may be material:

(a) an iron ore concentrate sale and purchase contract dated 10 February 2009 between LLC Olekminsky Rudnik and Heilongjiang Jianlong Steel Company Limited;

(b) a joint venture agreement dated 11 February 2009, entered into between Jianlong, Ariva HK Limited, a subsidiary of the Company and Kuranakii, pursuant to which the parties established the Vanadium JV in Shuangyashan city, Heilongjiang Province, the PRC and through which the parties intend to process vanadium slag and produce, sell and distribute vanadium pentoxides and other vanadium products derived from vanadium slag;

(c) the Pre-IPO Investment Agreement dated 17 June 2010, entered into between (1) MHL, (2) CEF (together with MHL, the “Pre-IPO Investors”), (3) Petropavlovsk, (4) the Company and (5) Cayiron Limited, pursuant to which the Pre-IPO Investors agreed to invest US$50 million and US$10 million respectively into the Company. Information regarding the Pre-IPO Investment is set out in the sub-section headed “Pre-IPO Investment” of the section headed “History and Restructuring” in this prospectus;

(d) the Pre-IPO Investment Supplemental Agreement dated 22 September 2010, entered into between (1) MHL, (2) CEF (together with MHL, the “Pre-IPO Investors”), (3) Petropavlovsk, (4) the Company and (5) Cayiron Limited, pursuant to which the parties agreed, conditional upon Listing, to (i) terminate the Pre-IPO

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Investment Agreement and transfer all the Shares held by the Pre-IPO Investors to Cayiron Limited. Information regarding the Pre-IPO Investment is set out in the sub-section headed “Pre-IPO Investment” of the section headed “History and Restructuring” in this prospectus;

(e) the Cornerstone Investment Agreements dated 22 September 2010, entered into between (1) MHL (in the case of the first Cornerstone Investment Agreement) and CEF (in the case of the second Cornerstone Investment Agreement) (the “Cornerstone Investors”), (2) Petropavlovsk, (3) Cayiron Limited (4) the Company, (5) Merrill Lynch International, (6) UBS AG, Hong Kong Branch, and (7) BOCI Asia Limited (together with Merrill Lynch International and UBS AG, Hong Kong Branch, the “Joint Bookrunners”), pursuant to which the Cornerstone Investors agree to acquire and the Joint Bookrunners cause to be placed and allocated Shares at the Offer Price under and as part of the International Offering up to an aggregate amount of approximately US$60 million (of which US$10 million is contributed by CEF and US$50 million is contributed by MHL). Information regarding the Cornerstone Investors is set out in the section headed “Cornerstone Investors” in this prospectus;

(f) the tax indemnity dated 11 August 2010 entered into between Petropavlovsk and the Company, pursuant to which Petropavlovsk granted a tax indemnity in favour of the Company in relation to tax liabilities arising as a result of the Restructuring;

(g) the Deed of Non-Competition dated 22 September 2010, entered into between the Company and Petropavlovsk, which commences from the date of Listing and shall continue for the time during which the Shares are listed on the Stock Exchange and until such time as Petropavlovsk controls less than 50 percent of the issued share capital of the Company, and which is described more fully under the section headed “Relationship with Petropavlovsk” in this prospectus;

(h) a deed of indemnity dated 22 September 2010 entered into between Petropavlovsk and the Company, pursuant to which Petropavlovsk provided a taxation indemnity for the benefit of the Company;

(i) the Hong Kong Underwriting Agreement; and

(j) the Cooperation Framework Agreement dated 23 March 2010, entered into between (1) ICBC, (2) Aricom, (3) LLC KS GOK and (4) CNEEC, pursuant to which CNEEC and Aricom acknowledge that they will proceed to the f