IGG Inc — Proxy Solicitation & Information Statement 2020

Oct 16, 2020

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ORIENTAL WATCH HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 398)

Form of proxy for special general meeting to be held on Thursday, 5 November 2020 (or any adjournment thereof)

I/We 1 of

being the registered holder(s) of 2

being the registered holder(s) of shares of HK$0.10 each in the capital of Oriental Watch Holdings Limited (the “ Company ”) HEREBY APPOINT 3 the Chairman of the special general meeting or

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the special general meeting of the Company (the “ Meeting ”) (or any adjournment thereof) to be held at Function room 1 & 2 at Level 35, Two Pacific Place, No. 88 Queensway, Admiralty, Hong Kong on Thursday, 5 November 2020 at 3:00 p.m. and at any adjournment thereof in respect of the resolutions set out in the notice convening the Meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR	4	AGAINST	4
1.	To approve the share buy-back offer	5
2.	To approve the whitewash waiver6

Dated this day of

2020

Signature(s) 8

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 “the Chairman of the Meeting or” 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 WHO SIGNS 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. THE APPROVAL BY MORE THAN 50% OF THE VOTES CAST BY THE INDEPENDENT SHAREHOLDERS IN ATTENDANCE EITHER IN PERSON OR BY PROXY BY WAY OF A POLL HAVING BEEN OBTAINED AT THE MEETING IS REQUIRED FOR RESOLUTION 1.

6. THE APPROVAL BY AT LEAST 75% OF THE VOTES CAST BY THE INDEPENDENT SHAREHOLDERS IN ATTENDANCE EITHER IN PERSON OR BY PROXY BY WAY OF A POLL HAVING BEEN OBTAINED AT THE MEETING IS REQUIRED FOR RESOLUTION 2.

7. 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 certified copy of such power or authority, must be deposited with the share registrar of the Company, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 48 hours before the time appointed for holding the Meeting (i.e., at or before 3:00 p.m. on Tuesday, 3 November 2020 (Hong Kong time)), or any adjournment thereof (as the case may be).

8. 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 an officer or attorney or other person duly authorised.

9. 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 of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

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

11. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish. If you attend and vote at the Meeting, this form of proxy will be deemed to be revoked.

12. The description of the ordinary resolutions are by way of summary only. The full text of the ordinary resolutions is set out in the notice of the Meeting.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this statement has the same meaning as “personal data” defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”), which include your and your proxy’s name and address. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this proxy form (the “Purposes”). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its share registrar and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Secretaries Limited at the above address.