IGG Inc — Proxy Solicitation & Information Statement 2011

Jun 27, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation 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 circular.

If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in Oriental Watch Holdings Limited you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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ORIENTAL WATCH HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 398)

Directors: Yeung Ming Biu (Chairman) Yeung Him Kit, Dennis (Managing Director) Fung Kwong Yiu Yeung Man Yee, Shirley Lam Hing Lun, Alain Choi Kwok Yum Sun Ping Hsu, Samson Li Sau Hung, Eddy Choi Man Chau, Michael*

Principal Office: Room 312-8 China Insurance Group Building 141 Des Voeux Road Central Hong Kong

• Independent non-executive directors

28th June, 2011

To the shareholders

Dear Sir or Madam,

PROPOSALS RELATING TO BONUS ISSUE OF SHARES

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RENEWAL OF THE GENERAL MANDATE LIMIT OF SHARE OPTION SCHEME

NOTICE OF ANNUAL GENERAL MEETING AND RE-ELECTION OF DIRECTORS

INTRODUCTION

In conjunction with the annual results of Oriental Watch Holdings Limited (the “Company”) for the year ended 31st March, 2011, it was announced on 15th June, 2011 that the directors of the Company proposed a bonus issue of shares of HK$0.10 each of the

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Company (“Shares”) to shareholders on the register of members of the Company on 28th July, 2011 (the “Bonus Issue”). It is also proposed to grant to the directors of the Company general mandates to issue and repurchase shares of the Company and to renew the general mandate limit of the share option scheme of the Company (the “Share Option Scheme”).

The purpose of this circular is to give you further details of the abovementioned proposals and notice of the annual general meeting of the Company for the year ended 31st March, 2011 (the “AGM”). This circular also contains the explanatory statement in compliance with the Listing Rules of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and gives all the information reasonably necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the purchase by the Company of its own shares.

BONUS ISSUE

The directors propose a bonus issue of Shares to shareholders of the Company on the register of members on 28th July, 2011 (the “Record Date”) on the basis of one new Share for every 5 Shares held by such shareholders on such date (subject as mentioned below). The new bonus Shares will rank pari passu in all respects with the existing Shares except that they will not be entitled to the final dividend for the year ended 31st March, 2011.

The Bonus Issue is proposed in conjunction with the annual results of the Company to reward shareholders of the Company and to enhance the liquidity of Shares in the market.

No shareholder shall be entitled to be issued any fraction of a Share. Fractional entitlements to Shares will not be issued but will be aggregated and the resulting Shares sold for the benefit of the Company.

On 23rd June, 2011 (the “Latest Practicable Date”), being the latest practicable date prior to the printing of this circular, there were (a) 469,508,520 issued Shares (the “Existing Issued Shares”); and (b) options granted under the Share Option Scheme to subscribe for a total of 32,300,000 Shares (the “Options”). On the assumption that the Options will be exercised before 25th July, 2011, the first day of closure of the register of members of the Company, 501,808,520 Shares will be in issue on the Record Date (the “Maximum Issued Shares”). Accordingly a minimum of 93,901,704 Shares (based on the Existing Issued Shares) and a maximum of 100,361,704 Shares (based on the Maximum Issued Shares) are issuable pursuant to the Bonus Issue.

The Bonus Issue is conditional upon the approval of shareholders at the AGM and the Listing Committee of the Stock Exchange granting a listing of and permission to deal in the bonus Shares.

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The subscription price of the outstanding Options will be adjusted as a result of the Bonus Issue. An announcement on the adjustment will be made as soon as possible.

Application has been made to the Listing Committee of the Stock Exchange for a listing of and permission to deal in the bonus Shares. It is expected that certificates for the bonus Shares will be posted to those entitled thereto at their own risk by Tricor Secretaries Limited (the “Share Registrar”), the branch share registrar of the Company, on or before 2nd August, 2011. One share certificate will be issued for all the bonus Shares a shareholder is entitled to.

The Shares are only listed on the Stock Exchange and not on any other stock exchange.

The expected timetable of the Bonus Issue is as follows:

2011

Last day of dealing in Shares on a cum-entitlement basis . . . . . . . . . Wednesday, 20th July First day of dealing in Shares on an ex-entitlement basis . . . . . . . . . . . Thursday, 21st July Latest time for lodging transfer of Shares in order to . . . . . 4:30 p.m. on Friday, 22nd July qualify for the Bonus Issue and the final dividend for the year ended 31st March, 2011

Register of members of the Company closes . . . . . . . . . . . . . . . . . . . .Monday, 25th July to (both days inclusive) Thursday, 28th July, Latest time for return of proxy form for the AGM. . . . . . . 3:30 p.m. on Tuesday, 26th July AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3:30 p.m. on Thursday, 28th July Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 28th July Announcement of results of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 28th July Register of members of the Company re-opens . . . . . . . . . . . . . . . . . . . . . Friday, 29th July Despatch of certificates for bonus Shares on or before . . . . . . . . . . . . Tuesday, 2nd August Commencement of dealings in bonus Shares . . . . . . . . . . . . . . . . . . . Thursday, 4th August

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GENERAL MANDATE TO ISSUE SHARES

At the AGM, an ordinary resolution will be proposed to grant a general mandate to the directors of the Company to allot, issue and dispose of shares of the Company not exceeding 20 per cent. of the issued share capital of the Company to provide flexibility to the Company to raise fund by issue of shares efficiently. Based on the Maximum Issued Shares, exercise in full of the mandate could accordingly result in up to 100,361,704 Shares being issued by the Company. The mandate will expire on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by an ordinary resolution of the shareholders in a general meeting of the Company.

GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, an ordinary resolution will also be proposed that the directors be given a general mandate to exercise all powers of the Company to repurchase issued and fully paid shares of the Company. Under such mandate, the number of shares that the Company may repurchase shall not exceed 10 per cent. of the share capital of the Company in issue on the date of the resolution. Based on the Existing Issued Shares and the Maximum Issued Shares, exercise in full of the mandate could result in up to 46,950,852 Shares and 50,180,852 Shares being repurchased by the Company respectively.

The Company’s authority is restricted to purchases made on the Stock Exchange in accordance with the Listing Rules of the Stock Exchange. The mandate allows the Company to make or agree to make purchases only during the period ending on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by an ordinary resolution of the shareholders in a general meeting of the Company.

The directors have no present intention to repurchase any Shares but consider that the mandate will provide the Company the flexibility to make such repurchase when appropriate and beneficial to the Company. Such repurchases may enhance the net value of the Company and/or earnings per Share. As compared with the financial position of the Company as at 31st March, 2011 (being the date of its latest audited accounts), the directors consider that there would be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed purchases were to be carried out in full during the proposed purchase period. No purchase would be made in circumstances that would have a material adverse impact on the working capital or gearing ratio of the Company.

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The Company is empowered by its Memorandum of Association and Bye-laws to purchase its Shares. Bermuda law provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or funds of the Company that would otherwise be available for dividend or distribution or the proceeds of a new issue of shares made for such purpose. The amount of premium payable on repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium or contributed surplus accounts of the Company. Under Bermuda law, the shares so repurchased will be treated as cancelled but the aggregate amount of authorised share capital will not be reduced.

The directors intend to apply the capital paid up on the relevant Shares or the profit that would otherwise be available for distribution by way of dividend for any purchase of its Shares.

Directors, their associates and connected persons

None of the directors nor, to the best of the knowledge and belief of the directors having made all reasonable enquiries, any of the associates of any of the directors has any present intention, in the event that the proposal is approved by shareholders, to sell Shares to the Company.

No connected person of the Company (as defined in the Listing Rules of the Stock Exchange) has notified the Company that he/she has a present intention to sell Shares to the Company nor has he/she undertaken not to sell any of the Shares held by him/her to the Company in the event that the Company is authorised to make purchases of Shares.

Undertaking of the directors

The directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the proposed resolution in accordance with the Listing Rules of the Stock Exchange and all applicable laws of Bermuda, and in accordance with the regulations set out in the Memorandum of Association and Bye-laws of the Company.

Effect of Takeovers Code

A repurchase of Shares by the Company may result in an increase in the proportionate interest of a substantial shareholder of the Company in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Hong Kong Code on Takeovers and Mergers (the “Code”).

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As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Mr. Yeung Ming Biu (the Chairman of the Company), together with his associates, held approximately 27.40 per cent. of the issued share capital of the Company and was the only substantial shareholder holding more than 10 per cent. of the issued share capital of the Company. In the event that the directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the resolution, his shareholding (together with his associates) in the Company would be increased to approximately 28.48 per cent. of the issued share capital of the Company and such increase would not give rise to an obligation on it to make a mandatory offer under Rule 26 of the Code.

General

During each of the six months preceding the date of this circular the following Shares had been repurchased by the Company:

	Number
Month	of Shares	Total price
		(HK$)
January, 2011	100,000	412,685.10
February, 2011	120,000	443,451.16

During each of the previous 12 months, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:

	Per Share
	Highest	Lowest
Month	HK$	HK$
2010
June	2.09	1.81
July	2.39	1.94
August	2.70	2.21
September	3.80	2.46
October	4.42	3.31
November	5.66	4.00
December	5.33	3.85

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	Per Share
	Highest	Lowest
Month	HK$	HK$
2011
January	4.52	3.92
February	4.27	3.42
March	3.94	3.46
April	4.48	3.60
May	4.87	3.81
June (up to the Latest Practicable Date)	5.40	4.61

RENEWAL OF THE GENERAL MANDATE LIMIT OF THE SHARE OPTION SCHEME

On 3rd November, 2003, the Company adopted the Share Option Scheme under which the Company may grant options to subscribe for up to 27,525,320 Shares, being 10 per cent. of issued share capital of the Company on such date. On 25th September, 2008, shareholders of the Company approved the renewal of the general mandate limit of the Share Option Scheme so that the Company may grant options to subscribe for up to 32,325,320 Shares. As at the Latest Practicable Date, the Company granted options to subscribe for a total of 32,300,000 Shares, representing approximately 99.92 per cent. of the existing general mandate limit of the Share Option Scheme. The status of these options as at the Latest Practicable Date were as follows:

Options	Number of underlying Shares
Outstanding	32,300,000
Exercised	Nil
Cancelled	Nil
Lapsed	Nil

The outstanding options under the Share Option Scheme as at the Latest Practicable Date entitle their holders to subscribe for a total of 32,300,000 Shares, representing about 6.88 per cent. of the issued share capital of the Company.

To enable the Company to grant further options to eligible persons under the Share Option Scheme (including directors of the Company and its subsidiaries (the “Group”)), it is proposed to obtain shareholders’ approval to renew the general mandate limit of the Share Option Scheme to 10 per cent. of the issued share capital of the Company as at the date of the resolution to approve the renewal. Based on the Existing Issued Shares and the

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Maximum Issued Shares, the renewal of the general mandate limit will allow the Company to grant further options to subscribe up to 46,950,852 Shares and 50,180,852 Shares respectively under the Share Option Scheme.

The renewal of the general mandate limit of the Share Option Scheme is subject to the shareholders’ approval and the granting of listing of and permission to deal in the new shares of the Company which may be issued and allotted pursuant to the options granted pursuant to the renewal of the general mandate limit of the Share Option Scheme by the Listing Committee of the Stock Exchange.

Application has been made to the Listing Committee of the Stock Exchange for granting of listing of and permission to deal in the new shares of the Company which may be issued and allotted pursuant to the options granted pursuant to the renewal of the general mandate limit of the Share Option Scheme.

The Company has no outstanding options granted under previous scheme and does not have any other existing scheme relating to grant of options.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from 25th July, 2011 to 28th July, 2011, both dates inclusive, in order to determine entitlements to the final dividend for the year ended 31st March, 2011 and the proposed Bonus Issue. To qualify for the said final dividend and the Bonus Issue, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Share Registrar, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 22nd July, 2011.

ANNUAL GENERAL MEETING

You will find on pages 12 to 16 of this circular a notice of the AGM to be held at 3:30 p.m. on 28th July, 2011 at Tian & Di Room, 7th Floor, The Landmark Mandarin Oriental Hotel, 15 Queen’s Road Central, The Landmark, Central, Hong Kong. Voting at the AGM will be taken by poll.

Resolution no. 5A will be proposed as an ordinary resolution to give a general mandate to the directors to allot, issue and deal with shares of the Company with an aggregate nominal value not exceeding 20 per cent. of the share capital of the Company in issue as at the date of the resolution.

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Resolution no. 5B will be proposed as an ordinary resolution to give a general mandate to the directors to make on-market purchases of shares of the Company of up to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the resolution.

Resolution no. 5C will be proposed as an ordinary resolution to extend resolution no. 5A to include the aggregate nominal amount of the number of shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors pursuant to resolution no. 5B.

Resolution no. 5D will be proposed as an ordinary resolution to approve the proposed Bonus Issue.

Resolution no. 5E will be proposed as an ordinary resolution to approve the proposed renewal of the general mandate limit under the Share Option Scheme.

There is enclosed a form of proxy for use at the AGM. You are requested to complete the form of proxy and return it to the principal office of the Company in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the meeting, whether or not you intend to be present at the meeting. The completion and return of the form of proxy will not prevent you from attending and voting in person should you so wish.

RE-ELECTION OF DIRECTORS

Resolutions will be proposed at the AGM for re-election of Mr. Fung Kwong Yiu, Madam Yeung Man Yee, Shirley and Dr. Sun Ping Hsu, Samson as directors according to the Company’s Bye-laws. Their particulars are as follows:

Mr. Fung Kwong Yiu (“Mr. Fung”), aged 67, is an executive director of the Company. He joined the Group in 1974 and has over 40 years’ experience in the watch business. He is a Permanent Honorary Director of The Federation of Hong Kong Watch Trades and Industries Limited. As at the Latest Practicable Date, he had 6 per cent. interest in Real Champ Limited, which owned 20 per cent. interest in Datsun Holdings Limited, the beneficial owner of 106,480,000 Shares and a substantial shareholder of the Company.

Madam Yeung Man Yee (“Madam Yeung”), aged 49, is an executive director of the Company who joined the Group in 1991. She received a higher diploma in business studies and diploma in watch and jewellery management from North Herts College in the United Kingdom and CFH Institute in Switzerland respectively. Madam Yeung is a daughter of Mr. Yeung Ming Biu, the Chairman and an executive director of the Company.

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Dr. Sun Ping Hsu, Samson (“Dr. Sun”), M.B.E., J.P., aged 86, has been an independent non-executive director of the Company since September 1993. He is the Chairman of Sun International Group of companies. He was deputy Chairman and a Director of Gilman & Co., Ltd. and Inchcape Hong Kong respectively from 1967 to 1985. Dr. Sun is the honorary permanent president of The Federation of Hong Kong Watch Trades and Industries Limited. He has over 57 years’ experience in the manufacturing, marketing and distribution of watches, and 25 years’ experience in the marketing and distribution of consumer and electronic products. He has involved in the PRC trade since 1979, and continues to be active in both trading and property development in the PRC. Dr. Sun has chaired many voluntary community services and charitable organisations. He was a member of Basic Law of HKSAR Consultative Committee in 1980’s. He is an independent non-executive director of National Electronics Holdings Limited (Stock Exchange Code 213), and Cheuk Nang (Holdings) Limited (Stock Exchange Code 131).

None of the abovenamed directors has any service contract with the Company. They are not appointed for a specific term but are subject to retirement by rotation in annual general meetings of the Company in accordance with the Bye-laws of the Company.

Mr. Fung and Madam Yeung receive basic monthly salaries of HK$180,000 and HK$52,650 respectively, and are entitled to a discretionary year end bonus. Their emoluments are determined with reference to their performance and the results of the Group. Dr. Sun receives a director’s fee of HK$180,000 per annum, which is determined with reference to the prevailing range of fees for independent non-executive directors of listed companies in Hong Kong.

As at the Latest Practicable Date, the interests of the abovenamed directors in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”) were as follows:

• (a) Mr. Fung had interests in 5,423,467 Shares (including an option to subscribe for 2,500,000 Shares at HK$4.13 per Share during the period from 6th April, 2011 to 5th April, 2021);

• (b) Madam Yeung had interests in 2,384,301 Shares (including an option to subscribe for 1,200,000 Shares at HK$4.13 per Share during the period from 6th April, 2011 to 5th April, 2021); and

• (c) Dr. Sun had interest in 2,200,000 Shares.

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Save as disclosed above, the abovenamed directors have confirmed:

• (a) they have no relationships with any directors, senior management or substantial or controlling shareholders of the Company;

• (b) they had no interests in shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date; and

• (c) there is no information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules or any other matter that need to be brought to the attention of shareholders of the Company.

RESPONSIBILITY STATEMENT

This circular, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable inquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The directors consider that the above proposals are in the interest of the Company and so recommend you to vote in favour of all resolutions at the AGM. The directors will vote all their shareholdings in favour of the resolutions.

Yours faithfully, By order of the Board Yeung Ming Biu Chairman

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NOTICE OF ANNUAL GENERAL MEETING

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ORIENTAL WATCH HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 398)

NOTICE IS HEREBY GIVEN that the annual general meeting of the abovenamed company (the “Company”) will be held at 3:30 p.m. on 28th July, 2011 at Tian & Di Room, 7th Floor, The Landmark Mandarin Oriental Hotel, 15 Queen’s Road Central, The Landmark, Central, Hong Kong for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and independent auditor for the year ended 31st March, 2011.

2. To declare a final dividend of 8.0 Hong Kong cents per share for the year ended 31st March, 2011.

3. To elect directors and to authorise the board of directors to fix their remuneration.

4. To appoint auditors and to authorise the board of directors to fix their remuneration.

5. As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

• A. “ THAT :

• (a) subject to paragraph (c), the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

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• (b) the approval in paragraph (a) shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to a Rights Issue or scrip dividend scheme or similar arrangement of the Company or the exercise of the subscription rights under the share option scheme of the Company shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held; and

• (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong).”

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B. “ THAT :

• (a) the exercise by the directors of the Company during the Relevant Period of all powers of the Company to purchase its own shares, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval be limited accordingly; and

• (c) for the purposes of this resolution:

  • “Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held; and

  • (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• C. “ THAT conditional upon resolution no. 5B above being passed, the aggregate nominal amount of the number of shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors of the Company as mentioned in resolution no. 5B above shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to resolution no.5A above.”

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• D. “ THAT the sum equal to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on 28th July, 2011 (the “Record Date”) being part of the amount now standing to the credit of the retained profit of the Company be capitalised and the directors of the Company be and are hereby authorised to apply such sum in paying up in full at par such number of shares of HK$0.10 each of the Company (“Shares”) in the capital of the Company equal to 10 per cent. of the number of Shares in issue on the Record Date, to be allotted and distributed, credited as fully paid to and among the shareholders of the Company on the register of members on the Record Date on the basis set out in a circular to the shareholders of the Company dated 28th June, 2011, a copy of which has been submitted to the meeting and signed by the Chairman for identification, and the directors of the Company be and they are hereby authorised to give effect to such capitalisation and distribution.”

• E. “ THAT the directors of the Company be and are hereby authorised to grant further options under the share option scheme of the Company adopted on 3rd November, 2003 (the “Scheme”) provided the aggregate nominal amount of shares which may be issued pursuant to the exercise of options to be granted under the Scheme and other share option scheme(s) of the Company on or after the date of this resolution shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of this resolution.”

By Order of the Board Lam Hing Lun, Alain Company Secretary

Hong Kong, 28th June, 2011

Principal Office:

Room 312-8 China Insurance Group Building 141 Des Voeux Road Central

Hong Kong

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Notes:

• (1) A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint proxies to attend and, in the event of a poll, vote in his stead. A proxy need not be a member of the Company. In order to be valid, the form of proxy must be deposited at the Company’s principal office in Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.

• (2) The register of members of the Company will be closed from 25th July, 2011 to 28th July, 2011, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the proposed final dividend and bonus issue to be approved at the annual general meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrars in Hong Kong, Tricor Secretaries Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 22nd July, 2011.

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