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    191   HK0000356805

LAI SUN GARMENT (INTERNATIONAL) LIMITED

(191)
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Delayed Hong Kong Stock Exchange  -  05/23 04:08:12 am EDT
3.390 HKD   -3.97%
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CIRCULAR: CONNECTED TRANSACTION - 2019 SUPPLEMENTAL DEED IN RELATION TO AMENDMENTS TO THE EXISTING NON-COMPETITION UNDERTAKINGS AND NOTICE OF GENERAL MEETING

03/18/2019 | 05:45am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to action to be taken, you should consult your licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser for independent advice.

If you have sold or transferred all your shares in Lai Sun Garment (International) Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or transferee(s), or to the licensed securities dealer or other registered institution in securities, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

CONNECTED TRANSACTION

2019 SUPPLEMENTAL DEED IN RELATION TO

AMENDMENTS TO THE EXISTING NON-COMPETITION UNDERTAKINGS

AND

NOTICE OF GENERAL MEETING

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

Capitalised terms used in the lower portion of this cover page shall have the respective meanings as those defined in the section headed "Definitions" in this circular.

A letter from the Board is set out on pages 5 to 12 of this circular. A letter from the Independent Board Committee is set out on page 13 of this circular and a letter from Opus Capital Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, is set out on pages 14 to 26 of this circular.

A notice convening the General Meeting to be held at Grand Ballroom 1, Level B, Hong Kong Ocean Park Marriott Hotel, 180 Wong Chuk Hang Road, Aberdeen, Hong Kong on Tuesday, 30 April 2019 at 11:45 a.m. is set out on pages 43 and 44 of this circular. Shareholders are advised to read the Notice of General Meeting and if you are not able to attend the General Meeting or any adjournment thereof (as the case may be) in person but wish to exercise your right as a Shareholder, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company's share registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible, but in any event not less than 48 hours before the time appointed for holding the General Meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the General Meeting or any adjournment thereof (as the case may be) should you so wish.

19 March 2019

CONTENTS

Page

DEFINITIONS ...........................................................................................................................

1

LETTER FROM THE BOARD ...............................................................................................

5

LETTER FROM THE INDEPENDENT BOARD COMMITTEE .......................................

13

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ......................................

14

APPENDIX - GENERAL INFORMATION ..................................................................

27

NOTICE OF GENERAL MEETING ......................................................................................

43

ACCOMPANYING DOCUMENT: FORM OF PROXY

This circular in both English and Chinese is available in printed form and published on the respective websites of the Company at "http://www.laisun.com" and Hong Kong Exchanges and Clearing Limited at "http://www.hkexnews.hk". The English version will prevail in case of any inconsistency between the English and the Chinese versions of this circular.

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

"2019 Supplemental Deed"

the supplemental deed dated 8 March 2019 executed by Lai Fung in favour of LSD, the Company and the Lim Family in respect of the Proposed Amendments;

"associate(s)"

has the same meaning ascribed to it under the Listing Rules; for the avoidance of doubt, as the definition of "associate(s)" under the Listing Rules was amended on 1 July 2014, "associate(s)" in the context of the Existing Undertakings, the Deed of Conditional Waiver and the 2019 Supplemental Deed shall have the same meaning as ascribed to it under the Listing Rules in effect at the time the respective Undertaking Documents and the Deed of Conditional Waiver were executed, which was before the taking effect of the said amendment;

"Board"

the board of Directors;

"chief executive"

has the same meaning ascribed to it under the Listing Rules;

"Company"

Lai Sun Garment (International) Limited (ᘆอႡВ਷ყ Ϟࠢʮ̡), a company incorporated in Hong Kong with limited liability, the issued shares of which are listed and traded on the Main Board of the Stock Exchange (Stock Code: 191);

"connected person(s)"

"controlling shareholder(s)"

"Deed of Conditional Waiver"

has the same meaning ascribed to it under the Listing Rules; has the same meaning ascribed to it under the Listing Rules; the deed of conditional waiver dated 30 October 2012 executed by Lai Fung in favour of the Company and LSD (as supplemented by the supplemental deed executed by Lai Fung on 19 November 2012);

"Director(s)"

the director(s) of the Company;

"Dr. KM Lam"

Dr. Lam Kin Ming, the chairman and an executive Director of the Company, a non-executive director of LSD as well as the deputy chairman and an executive director of Lai Fung;

"Dr. Peter Lam"

Dr. Lam Kin Ngok, Peter, the deputy chairman and an executive Director of the Company, the chairman and an executive director of both LSD and MAGHL as well as the ultimate controlling shareholder of the Company;

"eSun"

eSun Holdings Limited (ᔮᅃᘆછٰϞࠢʮ̡), an exempted company incorporated in Bermuda with limited liability, the issued shares of which are listed and traded on the Main Board of the Stock Exchange (Stock Code: 571);

"eSun Group"

eSun and its subsidiaries other than the Lai Fung Group and the MAGHL Group;

"Existing Undertakings"

the undertakings provided in the Undertaking Documents;

"General Meeting"

the general meeting of the Company to be convened and held at Grand Ballroom 1, Level B, Hong Kong Ocean Park Marriott Hotel, 180 Wong Chuk Hang Road, Aberdeen, Hong Kong on Tuesday, 30 April 2019 at 11:45 a.m., or any adjournment thereof;

"Group"

the Company and its subsidiaries; in the context of the Existing Undertakings, the Deed of Conditional Waiver and the 2019 Supplemental Deed, the "Group" also includes the associated companies of the Company but excludes the LSD Group and the Lai Fung Group;

"HK$"

"Hong Kong"

Hong Kong dollars, the lawful currency of Hong Kong; the Hong Kong Special Administrative Region of the PRC;

"Independent Board Committee"

an independent board committee of the Board comprising all the independent non-executive Directors (except Mr. Lam Bing Kwan), established to advise the Independent Shareholders in respect of the 2019 Supplemental Deed;

"Independent Financial Adviser"

Opus Capital Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities as defined under the SFO, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders on the terms of the 2019 Supplemental Deed;

"Independent Shareholders"

Shareholders other than those who are required to abstain from voting on the resolution(s) in respect of the 2019 Supplemental Deed at the General Meeting pursuant to the Listing Rules;

"Lai Fung"

Lai Fung Holdings Limited (ᘆᔮછٰϞࠢʮ̡), an exempted company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed and traded on the Main Board of the Stock Exchange (Stock Code: 1125);

"Lai Fung Group"

Lai Fung and its subsidiaries;

"Lai Sun Group"

the Company, LSD, eSun, Lai Fung, MAGHL and their respective subsidiaries;

"Latest Practicable Date"

12 March 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein;

"Lim Family"

the late Mr. Lim Por Yen, Messrs. Lam and their respective associates;

"Listed Securities Exemption"

has the meaning ascribed to it in the section headed "Background - The Existing Undertakings" in the "Letter from the Board" of this circular;

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock Exchange;

"LSD"

Lai Sun Development Company Limited (ᘆอ೯࢝Ϟࠢ ʮ̡), a company incorporated in Hong Kong with limited liability, the issued shares of which are listed and traded on the Main Board of the Stock Exchange (Stock Code: 488);

"LSD Group"

LSD and its subsidiaries and associated companies (including the eSun Group and the MAGHL Group) other than the Lai Fung Group;

"MAGHL"

Media Asia Group Holdings Limited (ካԭෂదණྠϞࠢ ʮ̡), an exempted company incorporated in the Cayman Islands and continued in Bermuda with limited liability, the issued shares of which are listed and traded on GEM of the Stock Exchange (Stock Code: 8075);

"MAGHL Group"

MAGHL and its subsidiaries;

"Messrs. Lam"

Dr. KM Lam and Dr. Peter Lam;

"Notice of General Meeting"

the notice convening the General Meeting as set out on pages 43 and 44 of this circular;

Disclaimer

Lai Sun Garment (International) Limited published this content on 18 March 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 18 March 2019 10:44:01 UTC


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Sales 2021 6 272 M 799 M 799 M
Net income 2021 -1 268 M -162 M -162 M
Net Debt 2021 20 079 M 2 558 M 2 558 M
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Chai Tuck Yip Chief Executive Officer
Kin Ngok Lam Chairman
Shu Yin Leung Independent Non-Executive Director
Bing Chiu Chow Independent Non-Executive Director
Bing Kwan Lam Independent Non-Executive Director