Financial

Listing on the Growth Enterprise Market: IGG Inc Prospectus

Published by IGG, EBS International, China Everbright Capital Limited, China Everbright Securities (HK) Limited

Summary

IGG Inc. is a global developer and operator of online games, specializing in the free-to-play model where revenue is primarily generated through the sale of virtual items. Headquartered in Singapore with significant research and development operations in the People’s Republic of China, the company maintains a diverse portfolio of browser, client-based, and mobile titles. The primary purpose of the prospectus is to facilitate the company’s listing on the Growth Enterprise Market (GEM) of the Stock Exchange of Hong Kong, with an offering of 327,434,000 shares expected to raise between HK$588.4 million and HK$711.9 million. These proceeds are earmarked for marketing, strategic acquisitions, and the expansion of development teams to support the company’s transition toward mobile gaming. The company has demonstrated strong financial growth, with revenue increasing by 42.9% in the first five months of 2013 compared to the same period in 2012. While historical financial statements reflected net losses due to the fair value accounting of redeemable convertible preferred shares, these instruments were converted to equity by May 2013, resulting in a significantly improved balance sheet and a shift to a net current asset position. Despite this growth, the company faces substantial operational risks, including a high concentration of revenue within a small number of titles, reliance on third-party platforms like Facebook and mobile app stores, and the inherent volatility of the global gaming market. To navigate PRC foreign investment restrictions, the company employs a series of structured contracts to maintain control over its domestic operating subsidiary, Fuzhou Tianmeng. While legal counsel has confirmed the enforceability of these arrangements, they remain a point of regulatory uncertainty. Furthermore, the company must manage complex tax compliance issues across multiple jurisdictions, including potential changes to its preferential tax status in Singapore and China. Following the listing, controlling shareholders will retain over 30% of the issued share capital, and the company will continue to operate under a governance framework designed to mitigate conflicts of interest and ensure ongoing regulatory compliance.

From the report

ICG IGG INC (Incorporated in the Cayman Islands with limited liability) GOT GAMES Stock code: 8002 PLACING Sole Sponsor Sole Bookrunner and Sole Lead Manager K K EBS INTERNATIONAL EBS INTERNATIONAL China Everbright Capital Limited China Everbright Securities (HK) Limited

IMPORTANT If you are in any doubt about this prospectus, you should obtain independent professional advice. IGG Inc (Incorporated in the Cayman Islands with limited liability) LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PLACING Number of Placing Shares : 327,434,000 Shares, comprising 262,651,459 new Shares and 64,782,541 Sale Shares (subject to the Over-allotment Option) Placing Price : Not more than HK2.91 and expected to be not less than HK2.40 per Placing Share, plus brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : US$0.0000025 per Share Stock code : 8002 Sole Sponsor China Everbright Capital Limited Sole Bookrunner and Sole Lead Manager China Everbright Securities (HK) Limited Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, 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 prospectus. A copy of this prospectus, having attached thereto the documents specified in the paragraph headed “Documents Delivered to the Registrar of Companies” in Appendix V to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong).

thereto the documents specified in the paragraph headed “Documents Delivered to the Registrar of Companies” in Appendix V to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above. The Placing Price is expected to be determined by agreement between the Sole Lead Manager (for itself and on behalf of the Underwriters) and us (for ourselves and on behalf of the Selling Shareholders) on or before 11 October 2013 or such later date as may be agreed by the Sole Lead Manager (for itself and on behalf of the Underwriters), us and the Selling Shareholders, but in any event not later than 15 October 2013. The Placing Price will not be more than HK2.91 per Placing Share and is currently expected to be not less than HK2.40 per Placing Share unless otherwise announced.

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Type: Financial

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nager (for itself and on behalf of the Underwriters), us and the Selling Shareholders, but in any event not later than 15 October 2013. The Placing Price will not be more than HK2.91 per Placing Share and is currently expected to be not less than HK2.40 per Placing Share unless otherwise announced. If our Company and the Sole Lead Manager (for itself and on behalf of the Underwriters) are unable to reach an agreement on the Placing Price by that date or such later date as agreed by our Company and the Sole Lead Manager (for itself and on behalf of the Underwriters), the Placing will not become unconditional and will not proceed. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, including the risk factors set out in the section headed “Risk Factors” in this prospectus. Prospective investors of the Placing Shares should note that the Underwriters are entitled to terminate their obligations under the Underwriting Agreement by notice in writing to be given by the Sole Lead Manager (for itself and on behalf of the Underwriters) upon the occurrence of any of the events set forth under the paragraph headed “Underwriting — Underwriting Arrangements and Expenses — Grounds for termination” in this prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws of the United States and may not be offered, sold, pledged or transferred within the United States or to, or for the account or benefit of U.S.

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