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IGG Inc Major Shareholding Notification 2016

Oct 18, 2016

49471_rns_2016-10-18_24c5978c-ad50-45c9-91f2-6e90d610b481.pdf

Major Shareholding Notification

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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.

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IGG INC

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 799)

VOLUNTARY ANNOUNCEMENT AMENDMENT TO THE ACT IN CONCERT AGREEMENT

Amendment to the Act in Concert Agreement

The Board was notified by Mr. Yuan Chi, a non-executive Director, that he has been over the PRC typical age of retirement of 60 and would like to step away from the day-to-day operation of the Company. Mr. Yuan Chi has been re-designated as a non-executive Director since 21 August 2015. The Board was further notified by the members of the Concert Group that they entered into the Amendment to the Act in Concert Agreement on 18 October 2016, pursuant to which Mr. Yuan Chi and Edmond Online ceased to be members of the Concert Group and the arrangement under the Act in Concert Agreement to jointly control the exercise of the voting rights would not continue to bind Mr. Yuan Chi and Edmond Online since the date of the Amendment, and accordingly the remaining members of the Concert Group, namely Mr. Zongjian Cai, Duke Online, Mr. Yuan Xu, Mr. Hong Zhang, Mr. Zhixiang Chen and Ms. Kai Chen, would together form the New Concert Group and continue to be bound by the arrangement under the Act in Concert Agreement. Immediately before the Amendment, the Concert Group held in aggregate 416,194,657 Shares, representing approximately 30.68% of the issued share capital of the Company; and immediately after the Amendment, the New Concert Group holds in aggregate 258,114,657 Shares, representing approximately 19.03% of the issued share capital of the Company.

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DEFINITIONS

In this announcement, the following expressions shall have the following meanings unless the context requires otherwise:

  • “Act in Concert Agreement”

  • the agreement dated 16 September 2013 entered into by members of the Concert Group pursuant to which each of them agreed that they would act in concert with each other to exercise their voting rights on material matters relating to the Company’s operation

  • “Amendment”

  • the amendment to the Act in Concert Agreement dated 18 October 2016 entered into by members of the Concert Group to amend the Act in Concert Agreement

  • “Board” the board of Directors

  • “BVI” the British Virgin Islands

  • “Company”

  • IGG Inc, an exempted company incorporated in the Cayman Islands and whose shares are listed on the Stock Exchange

  • “Concert Group” the group of parties acting in concert pursuant to the Act in Concert Agreement, being Mr. Zongjian Cai, Duke Online, Mr. Yuan Chi, Edmond Online, Mr. Yuan Xu, Mr. Hong Zhang, Mr. Zhixiang Chen and Ms. Kai Chen

  • “Director(s)” the director(s) of the Company

  • “Duke Online” Duke Online Holdings Limited, an exempted company incorporated under the laws of the BVI on 10 September 2007 with limited liability, the entire issued share capital of which is owned by Mr. Zongjian Cai

  • “Edmond Online” Edmond Online Holdings Limited, an exempted company incorporated under the laws of the BVI on 10 September 2007 with limited liability, the entire issued share capital of which is owned by Mr. Yuan Chi

  • “Hong Kong”

  • Hong Kong Special Administrative Region

  • “Listing Rules” the Rules Governing the Listing of the Securities on the Stock Exchange

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“New Concert Group”

the group of parties acting in concert pursuant to the Amendment, being Mr. Zongjian Cai, Duke Online, Mr. Yuan Xu, Mr. Hong Zhang, Mr. Zhixiang Chen and Ms. Kai Chen

“PRC”

the People’s Republic of China, for the purpose of this announcement excluding Hong Kong, Macau Special Administrative Region and Taiwan

“Share(s)”

the ordinary share(s) of US$0.0000025 each in the share capital of the Company

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

By order of the Board IGG INC Zongjian Cai Chairman

Hong Kong, 18 October 2016

As at the date of this announcement, the Board comprises five executive Directors, namely, Mr. Zongjian Cai, Mr. Yuan Xu, Mr. Hong Zhang, Ms. Jessie Shen and Mr. Feng Chen; one non-executive Director, namely, Mr. Yuan Chi; and three independent non-executive Directors, namely, Dr. Horn Kee Leong, Mr. Dajian Yu and Ms. Zhao Lu.

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