IGG Inc — Capital/Financing Update 2016

Sep 7, 2016

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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ORIENTAL WATCH HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

Website: http://www.orientalwatch.com

(the “Company”)

(Stock Code: 398)

DISpOSAL Of ASSETS DISCLOSEABLE TRANSACTION

The Vendor, a wholly owned subsidiary of the Company, entered into an agreement on 7 September 2016 for the disposal of 45% of the capital of, and the benefit of loans of HK$66,838,691.25 advanced to, Hei Tung to the Purchaser for an aggregate cash consideration of HK$83,240,000 (subject to adjustment).

The Purchaser is not connected with the Company, any directors, chief executive officer or substantial shareholders of the Company or any of its subsidiaries or their respective associates.

The agreement constituted a discloseable transaction of the Company under the Listing Rules.

AGREEMENT DATED 7 SEpTEMBER 2016

parties:

Vendor: Keen Time Enterprises Limited (the “Vendor”), a wholly owned subsidiary of the Company

Purchaser: Smart Group Limited (the “Purchaser”)

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Assets disposed:

One share with par value of MOP$13,510 (about HK$13,106.70), representing 45% of the capital of Hei Tung Watches Company Limited (“Hei Tung”), and the benefit of loans of HK$66,838,691.25 advanced to, Hei Tung. The balance of the capital of Hei Tung is owned by the Purchaser.

Hei Tung is a company incorporated in the Macao Special Administrative Region of the People’s Republic of China (“Macao”) in 2011. It is principally engaged in retail of watches in Macao. For the two years ended 31 December 2015, its net profits before taxation were about HK$26,200,868 and HK$6,602,176 respectively, while its net profits after taxation were about HK$23,126,666 and HK$5,899,759 respectively. There was no extraordinary item during these 2 years.

The assets to be disposed of had a book value of about HK$83,240,000 as at 31 August 2016.

After the disposal, the Company will cease to have any shareholding in Hei Tung.

Consideration:

HK$83,240,000 (subject to addition/reduction of an amount equal to the excess/deficit of 45% of the retained earning of Hei Tung for the period from 1 January 2016 to 31 August 2016 over/below HK$953,946.40, which is expected to be less than HK$1,000,000) in cash

The consideration was arrived at after arm’s length negotiations.

The directors of the Company consider that the terms of disposal are fair and reasonable and in the interests of the shareholders as a whole.

There is no gain or loss over book value arising on the disposal.

payment terms:

HK$78,319,011 of the purchase price has been paid on signing of the agreement and the balance of HK$4,920,989 (subject to abovementioned adjustment) is due in cash on completion.

Use of proceeds:

The proceeds of the disposal will be used as additional working capital.

Completion date:

The agreement will be completed on 31 October 2016.

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REASONS fOR THE TRANSACTION

The Vendor and the Purchaser entered into the agreement as they have decided to end the joint venture in respect of Hei Tung to pursue watch retail business in Macao separately.

CONNECTION BETWEEN THE pARTIES

The Company confirms that, to the best of the directors’ knowledge, information and belief having made all reasonable enquiry, the Purchaser and its beneficial owners are independent third parties not connected with the Company, any directors, chief executive officer or substantial shareholders of the Company or any of its subsidiaries or their respective associates.

INfORMATION fOR SHAREHOLDERS

The Company and its subsidiaries are principally engaged in retail of watches.

The Purchaser is principally engaged in investment holding.

For the Company, the disposal is a discloseable transaction under the Listing Rules.

By order of the Board Yeung Ming Biu Chairman

Hong Kong, 7 September 2016

As at the date of this announcement, the executive directors of the Company are Dr. Yeung Ming Biu (the Chairman), Mr. Yeung Him Kit, Dennis, Mr. Fung Kwong Yiu, Madam 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.

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