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LAI SUN GARMENT (INTERNATIONAL) LIMITED

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04/18LAI SUN GARMENT INTERNATIONAL : 2021-2022
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CIRCULAR: PROPOSED GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES AND PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

11/17/2021 | 06:48am 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 the action to be taken, you should consult your licensed securities dealer, 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 the transferee(s) or to the licensed securities dealer, 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.

PROPOSED GENERAL MANDATES

TO BUY BACK SHARES AND TO ISSUE SHARES

AND PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

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 4 to 7 of this circular.

The notice convening the 2021 AGM to be held at Grand Ballrooms 1 and 2, Level B, Hong Kong Ocean Park Marriott Hotel, 180 Wong Chuk Hang Road, Aberdeen, Hong Kong on Friday, 17 December 2021 at 12:00 noon is set out on pages 17 to 22 of this circular.

Shareholders are advised to read the Notice of the 2021 AGM and if you are not able to attend the 2021 AGM or its adjournment (as the case may be) in person but wish to exercise your right as a Shareholder, please complete, sign and return 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 54, 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 2021 AGM 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 2021 AGM or any adjournment thereof (as the case may be) should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

Considering the outbreak of the novel coronavirus (COVID-19), certain measures will be implemented at the 2021 AGM or its adjournment (as the case may be) with a view to addressing the risk to attendees of infection, including the following:

  1. all attendees will be required to undergo body temperature check;
  2. all attendees will be required to complete a health declaration form (a copy of the form is enclosed with this circular), which may be used for contact tracing, if required;
  3. any attendees who are subject to health quarantine prescribed by the Government of the HKSAR will not be admitted to the venue of the 2021 AGM;
  4. all attendees will be required to wear surgical face masks throughout the 2021 AGM;
  5. each attendee will be assigned a designated seat at the time of registration to ensure social distancing;
  6. any person who does not comply with the measures above may be denied entry into, or be required to leave, the venue of the 2021 AGM; and
  7. no refreshments or beverages will be provided, and there will be no corporate gifts.

The Company reminds Shareholders that they should carefully consider the risks of attending the 2021 AGM, taking into account their own personal circumstances. The Company would like to remind Shareholders that physical attendance in person at the 2021 AGM is not necessary for the purpose of exercising their voting rights and strongly recommends that Shareholders appoint the Chairman of the 2021 AGM as their proxy and submit their form of proxy as early as possible. In light of the risks posed by the COVID-19pandemic, the Company strongly encourages Shareholders NOT to attend the 2021 AGM in person.

The Company will keep the evolving COVID-19 situation under review and may implement additional measures (which it will announce closer to the date of the 2021 AGM).

Hong Kong, 18 November 2021

CONTENTS

Page

DEFINITIONS

...............................................................................................................

1

LETTER FROM THE BOARD

1.

Introduction .....................................................................................................

4

2.

General Mandate to Buy Back Shares.............................................................

5

3.

General Mandate to Issue Shares ....................................................................

5

4.

Proposed Re-election of the Retiring Directors ..............................................

6

5.

2021 AGM .......................................................................................................

6

6.

Voting by way of Poll ......................................................................................

7

7.

Recommendation .............................................................................................

7

8.

Responsibility Statement.................................................................................

7

APPENDIX I

-

EXPLANATORY STATEMENT ON

BUY-BACKMANDATE ........................................................

8

APPENDIX II

-

DETAILS OF THE RETIRING DIRECTORS

PROPOSED FOR RE-ELECTION ......................................

12

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

17

ACCOMPANYING DOCUMENTS: FORM OF PROXY

HEALTH DECLARATION FORM

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

- i -

DEFINITIONS

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

"2021 AGM"

the AGM to be convened and held at Grand Ballrooms

1 and 2, Level B, Hong Kong Ocean Park Marriott Hotel,

180 Wong Chuk Hang Road, Aberdeen, Hong Kong on

Friday, 17 December 2021 at 12:00 noon or at any

adjournment thereof;

"AGM"

annual general meeting of the Company;

"Annual Report"

the 2020-2021 Annual Report of the Company;

"Articles of Association"

the Articles of Association of the Company;

"associate"

has the same meaning ascribed thereto in Rule 1.01 of

the Listing Rules;

"Board"

the board of Directors;

"Buy-Back Mandate"

proposed general mandate to be granted at the 2021

AGM to the Directors to buy back Shares not exceeding

10% of the issued shares of the Company as at the date

of passing the resolution granting the general mandate;

"close associate(s)"

has the same meaning ascribed thereto in Rule 1.01 of

the Listing Rules;

"Companies Ordinance"

the Companies Ordinance (Chapter 622 of the Laws of

Hong Kong);

"Company"

Lai Sun Garment (International) Limited (麗新製衣國際

有限公司), a company incorporated in Hong Kong with

limited liability under the Companies Ordinance, the

issued Shares of which are listed and traded on the Main

Board of the Stock Exchange (Stock Code: 191);

"controlling shareholder"

has the same meaning ascribed thereto in Rule 1.01 of

the Listing Rules;

"core connected person(s)"

has the same meaning ascribed thereto in Rule 1.01 of

the Listing Rules;

- 1 -

DEFINITIONS

"Director(s)"

the director(s) of the Company;

"Dr. Peter Lam"

Dr. Lam Kin Ngok, Peter, an executive Director and the

Chairman of the Board of the Company;

"eSun"

eSun Holdings Limited (豐德麗控股有限公司), 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) which was held as to approximately 74.62%

by LSD as at the Latest Practicable Date;

"Group"

the Company and its subsidiaries;

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong" or "HKSAR"

the Hong Kong Special Administrative Region of the

People's Republic of China;

"Lai Fung"

Lai Fung Holdings Limited (麗豐控股有限公司), 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) which was held as to

approximately 55.08% by LSD as at the Latest

Practicable Date;

"Latest Practicable Date"

12 November 2021, 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 (as amended, supplemented or otherwise

modified from time to time);

"LSD"

Lai Sun Development Company Limited (麗新發展有限

公司), a company incorporated in Hong Kong with

limited liability under the Companies Ordinance, the

issued shares of which are listed and traded on the Main

Board of the Stock Exchange (Stock Code: 488) which

was held as to approximately 53.19% by the Company as

at the Latest Practicable Date;

- 2 -

DEFINITIONS

"Notice of 2021 AGM"

the notice convening the 2021 AGM contained in this

circular;

"Ordinary Resolution(s)"

the proposed ordinary resolution(s) as referred to in the

Notice of 2021 AGM;

"SFC"

Securities and Futures Commission in Hong Kong;

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong) (as amended, supplemented or

otherwise modified from time to time);

"Share(s)"

share(s) in the share capital of the Company;

"Share Issue Mandate"

proposed general mandate to be granted at the 2021

AGM to the Directors to allot, issue and deal in shares

not exceeding 20% of the issued shares of the Company

as at the date of passing the resolution granting the

general mandate;

"Shareholder(s)"

holder(s) of the Shares;

"Stock Exchange"

The Stock Exchange of Hong Kong Limited;

"Takeovers Code"

The Codes on Takeovers and Mergers and Share

Buy-backs issued by SFC (as amended, supplemented or

otherwise modified from time to time); and

"%"

per cent.

- 3 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Lai Sun Garment (International) Limited published this content on 17 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 November 2021 11:47:11 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
P/E ratio 2021 -1,30x
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Capitalization 2 038 M 260 M 260 M
EV / Sales 2020 4,26x
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Free-Float 35,9%
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Managers and Directors
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