Igg : Proposals for General Mandates to Issue and Buy Back Shares, Re-election of Directors and Notice of AGM

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in IGG Inc (the "Company"), you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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 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 circular.

IGG INC

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 799)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF AGM

A notice convening the AGM of the Company to be held at 9/F, The Center, 99 Queen's Road Central, Central, Hong Kong on Monday, 6 May 2019 at 10:30 a.m. is set out on pages 17 to 21 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

1 April 2019

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Grant of Issue Mandate, Buy-back Mandate and Extension Mandate . . . . . . . . .	5
Procedures for Shareholders to Propose a Person for Election as a Director . . . . . . . . . .	6
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II - DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED
AT THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

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DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held at 9/F,
	The Center, 99 Queen's Road Central, Central, Hong Kong on
	Monday, 6 May 2019 at 10:30 a.m. or any adjournment
	thereof
"AGM Notice"	the notice convening the AGM set out on pages 17 to 21 of
	this circular
"Articles of Association" or	the articles of association of the Company as amended,
"Articles"	supplemented or otherwise modified from time to time
"Board"	the board of directors of the Company
"Buy-back Mandate"	a general and unconditional mandate proposed to be granted
	to the Directors to exercise the power of the Company to buy
	back Shares on the Stock Exchange of not exceeding 10% of
	the total number of Shares of the Company in issue as at the
	date of passing the relevant resolution at the AGM
"BVI"	British Virgin Islands
"close associate(s)"	has the meaning ascribed to it under the Listing Rules
"Companies Law"	the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated
	and revised) of the Cayman Islands as amended,
	supplemented or otherwise modified from time to time
"Company"	IGG Inc, an exempted company incorporated in the Cayman
	Islands with limited liability and the Shares of which are
	listed on the Stock Exchange
"controlling shareholders"	has the meaning ascribed to it under Listing Rules
"core connected person(s)"	has the meaning ascribed to it under Listing Rules
"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

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	DEFINITIONS
"Extension Mandate"	a general and unconditional mandate proposed to be granted
	to the Directors to the effect that the total number of Shares
	which may be allotted and issued under the Issue Mandate
	may be extended by an addition of the total number of Shares
	bought back under the Buy-back Mandate
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Issue Mandate"	a general and unconditional mandate proposed to be granted
	to the Directors to exercise the power of the Company to allot,
	issue and deal with unissued Shares of not exceeding 20% of
	the total number of Shares of the Company in issue as at the
	date of passing the relevant resolution at the AGM
"Latest Practicable Date"	21 March 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"PRC"	the People's Republic of China
"Pre-IPO Share Option Scheme"	the share option scheme adopted by the Company on 12
	November 2008 and amended by written resolutions of all
	Shareholders passed on 16 September 2013, certain principal
	terms of which are summarized in the paragraph headed
	"Pre-IPO Share Option Scheme" in Appendix IV to the
	Prospectus of the Company dated 11 October 2013
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"Share(s)"	ordinary share(s) of US$0.0000025 each in the share capital
	of the Company
"Shareholder(s)"	holder(s) of Share(s)

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	DEFINITIONS
"Share Option Scheme"	the share option scheme adopted by the Company on 16
	September 2013
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial shareholder"	has the meaning ascribed to it under the Listing Rules
"Takeovers Code"	the Code on Takeovers and Mergers
"US$"	United States dollars, the lawful currency of the United States
	of America
"%"	per cent

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