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IGG Inc Capital/Financing Update 2010

Nov 23, 2010

49471_rns_2010-11-23_450483c4-ebc2-4417-8ce8-a00ceaa7d84d.pdf

Capital/Financing Update

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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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company nor is it circulated to invite any such offer or invitation.

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ORIENTAL WATCH HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 398)

PLACING OF EXISTING SHARES AND SUBSCRIPTION FOR NEW SHARES UNDER GENERAL MANDATE

SUPPLEMENTAL AGREEMENT

The Company and the Vendor entered into a supplemental agreement dated 23 November 2010 to amend the Subscription Agreement to the effect that completion of the Subscription shall not be conditional on the Executive Director of the Corporate Finance Division of the SFC waiving any obligation of the Vendor and its concert parties to make a mandatory general offer for all the securities of the Company as a result of the Subscription.

Reference is made to the announcement of the Company dated 22 November 2010 (the “Announcement”). Terms used herein shall have the same meanings as defined in the Announcement unless otherwise stated.

SUPPLEMENTAL AGREEMENT DATED 23 NOVEMBER 2010 TO THE SUBSCRIPTION AGREEMENT

The Company and the Vendor entered into a supplemental agreement dated 23 November 2010 (the “Supplemental Agreement”) to amend the Subscription Agreement to the effect that completion of the Subscription shall not be conditional on the Executive Director of the Corporate Finance Division of the SFC waiving any obligation of the Vendor and its concert parties to make a mandatory general offer for all the securities of the Company (other than those securities of the Company already owned or agreed to be acquired by the Vendor and its concert parties) as a result of the Subscription.

— 1 —

REASON FOR THE SUPPLEMENTAL AGREEMENT

The Company has been informed by the following directors of the Company (who are parties acting in concert with the Vendor) that they sold a total of 5 million Shares to Independent Third Parties through the Stock Exchange on 23 November 2010 (the “Sale”):

Name Shares sold
Yeung Ming Biu 1,000,000
Yeung Him Kit, Dennis 1,000,000
Yeung Man Yee, Shirley 970,000
Fung Kwong Yiu 2,030,000

As a result of the Sale (completion of which will take place on 25 November 2010), the total shareholding of the Vendor and parties acting in concert with it in the Company immediately after completion of the Placing and the Subscription will be reduced to below 30% to about 29.52%. Accordingly no obligation to make a general offer for securities of the Company will arise as a result of the Subscription and a waiver application to the SFC is unnecessary.

In addition, the Company has been informed by Messrs. Lam Hing Lun, Alain and Choi Kwok Yum (both directors of the Company) that they sold 2,970,000 Shares and 2,030,000 Shares respectively to Independent Third Parties through the Stock Exchange on 23 November 2010.

— 2 —

CHANGES OF SHAREHOLDING STRUCTURE AS A RESULT OF THE SALE, THE PLACING AND THE SUBSCRIPTION

The changes of the shareholding structure of the Company as a result of the Sale, the Placing and the Subscription, assuming all the Placing Shares are placed in full, are as follows:

Vendor
Parties acting
in concert with
the Vendor
(Notes 1 to 6)
Other directors and
connected persons:
Lam Hing Lun, Alain
(Note 7)
Choi Kwok Yum
(Note 7)
Sun Ping Hsu,
Dr. Samson_(Note 8)_
Sub-total
Placees
Public
Total
Shareholding immediately
after completion of the
Sale but before completion
of the Placing and the
Subscription
Number
of Shares
%
106,480,000
25.37%
32,194,555
7.67%
138,674,555
33.04%


940,000
0.22%
2,200,000
0.52%
3,140,000
0.74%


277,913,965
66.22%
419,728,520
100%


Shareholding immediately
after completion of the
Sale and the Placing but
before completion of the
Subscription
Number
of Shares
%
56,480,000
13.46%
32,194,555
7.67%
88,674,555
21.13%


940,000
0.22%
2,200,000
0.52%
3,140,000
0.74%
50,000,000
11.91%
277,913,965
66.22%
419,728,520
100.00%

Shareholding immediately
after completion of the
Sale, the Placing and the
Subscription
Number
of Shares
%
106,480,000
22.67%
32,194,555
6.85%
138,674,555
29.52%


940,000
0.20%
2,200,000
0.47%
3,140,000
0.67%
50,000,000
10.64%
277,913,965
59.17%
469,728,520
100.00%

— 3 —

Notes:

1. Realtower Holdings Limited holds 65% of the issued share capital of Furama Investments Limited which holds 80% of the issued share capital of Datsun Holdings Limited. Accordingly, both Realtower Holdings Limited and Furama Investments Limited are deemed under the SFO to be interested in the 106,480,000 Shares held by Datsun Holdings Limited.

2. Mr. Yeung Ming Biu and his wife, Madam Au Po Kee, are the beneficial owners of 45% and 22.5% respectively of the issued share capital of Realtower Holdings Limited. Realtower Holdings Limited is the beneficial owner of 65% of the issued share capital of Furama Investments Limited, which is the beneficial owner of 80% of the issued share capital of Datsun Holdings Limited. Datsun Holdings Limited is the beneficial owner of 106,480,000 Shares. Mr. Yeung Ming Biu is the beneficial owner of 47.5% of the issued share capital of Y.H. Chan Limited, which is the beneficial owner of 25% of the issued share capital of Furama Investments Limited, Y.H. Chan Limited also directly holds 323,801 Shares.

3. The 32,194,555 Shares (after completion of the Sale) included personal interest and/or family interest and/or corporate interest of Mr. Yeung Ming Biu, Madam. Au Po Kee, Ms. Yeung Man Yee, Shirley, Mr. Yeung Him Kit, Dennis, Ms. Yeung Man Wai, Mabel, Ms. Yeung Min Wah, Amy and Mr. Fung Kwong Yiu.

4. Mr. Yeung Him Kit, Dennis is the beneficial owner of 10% and 8% of the issued share capital of Realtower Holdings Limited and Real Champ Limited respectively. Real Champ Limited is the beneficial owner of 20% of the issued share capital of Datsun Holdings Limited.

5. Mr. Fung Kwong Yiu is the beneficial owner of 6% of the issued share capital of Real Champ Limited.

6. Ms. Yeung Man Yee, Shirley is the beneficial owner of 7.5% of the issued share capital of Realtower Holdings Limited. 1 million Shares is personally owned by her (after completion of the Sale) and 184,301 Shares is personally owned by her spouse.

7. Messrs. Lam Hing Lun, Alain and Choi Kwok Yum are executive directors of the Company.

8. Dr. Sun Ping Hsu, Samson and his family members are beneficial owners of the entire issued share capital of Sun International Limited, which is the beneficial owner of 2,200,000 Shares.

By order of the Board Oriental Watch Holdings Limited Yeung Ming Biu Chairman

Hong Kong, 23 November 2010

As at the date of this announcement, the executive directors of the Company are Mr. Yeung Ming Biu, Mr. Yeung Him Kit, Dennis, Mr. Fung Kwong Yiu, Ms. Yeung Man Yee, Shirley, Mr. Lam Hing Lun, Alain and Mr. Choi Kwok Yum, and the independent non-executive directors are Dr. Sun Ping Hsu, Samson, Dr. Li Sau Hung, Eddy and Mr. Choi Man Chau, Michael.

— 4 —