IGG Inc — Proxy Solicitation & Information Statement 2004

Jul 30, 2004

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ORIENTAL WATCH HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

PROXY FORM OF ANNUAL GENERAL MEETING

Form of proxy for use at the annual general meeting convened for 25 August 2004 at 3:30 p.m. (or any adjournment thereof)

I/We[1]

of

being the registered holder(s) of[2]

shares of HK$0.10 each in the capital of abovenamed company (the ‘Company’) HEREBY APPOINT[3] Chairman of the meeting, or failing

him of

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at Chater Room, Basement 1, The Ritz-Carlton Hotel, 3 Connaught Road Central, Hong Kong on 25 August 2004 at 3:30 p.m., or at any adjournment thereof, in respect of the resolutions set out in the notice convening the said meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

	RESOLUTIONS	FOR4	AGAINST4
1.	To adopt the audited financial statements and the reports of the directors and auditors forthe year ended 31 March 2004.
2.	To declare a final dividend of HK4.0 cents per share for the year ended 31 March 2004.
3.	(1)To re-elect Ms. Yeung Man Yee, Shirley as director.
	(2)To re-elect Dr. Li Sau Hung, Eddy as director.
	(3)To authorise the board of directors to fix the remuneration of the directors.
4.	To appoint auditors and to authorize the board of directors to fix their remuneration.
5.	A.To grant an unconditional mandate to the directors to allot shares.
	B.To grant an unconditional mandate to the directors to purchase the Company’sown shares.
	C.To include nominal amount of the shares repurchased by the Company to themandate granted to the directors under resolution No.5A.
	D.To amend the Bye-laws of the Company.

Dated this day of , 2004. Signature(s)[6]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the meeting is preferred, delete the words “Chairman of the meeting, or failing him” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notorially certified copy of such power or authority, must be deposited at the Company’s principal office at Room 316-8, China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong, not less than 48 hours before the time appointed for holding the said meeting.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or under the hand of any officer or attorney or other person duly authorised.

7. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the meeting, personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.