Lai Sun Garment International : CIRCULAR - PROPOSED GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES

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 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

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 3 to 6 of this circular.

The notice convening the 2016 AGM to be held at Harbour View Rooms I & II, 3rd Floor, The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Friday, 16 December 2016 at 12:00 noon is contained in the 2015-2016 Annual Report of the Company ("Annual Report").

Shareholders are advised to read the Notice of the 2016 AGM and if you are not able to attend the 2016 AGM or its adjournment in person but wish to exercise your right as a Shareholder, please complete, sign and return the form of proxy enclosed with the Annual Report in accordance with the instructions printed thereon and return it to 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 2016 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 2016 AGM or any adjournment thereof (as the case may be) should you so wish.

Hong Kong, 17 November 2016

Page

Definitions ................................................................................................................................... 1 Letter from the Board

1.	Introduction..............................................................................................................	3
2.	General Mandate to Buy Back Shares......................................................................	4
3.	General Mandate to Issue Shares .............................................................................	4
4.	2016 AGM ...............................................................................................................	5
5.	Voting by way of Poll ..............................................................................................	5
6.	Recommendation .....................................................................................................	5
7.	Responsibility Statement .........................................................................................	6
Appendix	- Explanatory Statement on Buy Back Mandate.............................................	I-1

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 have the following meanings unless the context requires otherwise:

"2016 AGM" the AGM to be convened and held at Harbour View Rooms I & II, 3rd Floor, The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Friday, 16 December 2016 at 12:00 noon or at any adjournment thereof;

"AGM" annual general meeting of the Company;

"Annual Report" the 2015-2016 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 2016 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 the Listing

Rules;

"core connected person(s)" has the same meaning ascribed thereto in Rule 1.01 of the

Listing Rules;

"Director(s)" the director(s) of the Company;

"Dr. Peter Lam" Dr. Lam Kin Ngok, Peter, an executive Director and the Deputy Chairman of the Board of the Company;

"Group" the Company and its subsidiaries;

"Hong Kong" the Hong Kong Special Administrative Region of The People's Republic of China;

"HK$" Hong Kong dollars, the lawful currency of Hong Kong;

"Latest Practicable Date" 11 November 2016, 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 amend, 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 61.93% by the Company as at the Latest

Practicable Date;

"Notice of 2016 AGM" the notice convening the 2016 AGM;

"Ordinary Resolution(s)" the proposed ordinary resolution(s) as referred to in the Notice

of 2016 AGM;

"Shares Issue Mandate" proposed general mandate to be granted at the 2016 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;

"SFC" Securities and Futures Commission in Hong Kong;

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

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

"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; and

"%" per cent.