Lai Sun Garment International : JOINT ANNOUNCEMENT - DISCLOSEABLE TRANSACTION - ACQUISITION OF SHARES IN CAMPER & NICHOLSONS INTERNATIONAL SA

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, 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 joint announcement.

JOINT ANNOUNCEMENT DISCLOSEABLE TRANSACTION ACQUISITION OF SHARES IN CAMPER & NICHOLSONS INTERNATIONAL SA THE TRANSACTIONS

On 30 September 2016 (after trading hours), the Purchaser, a wholly-owned subsidiary of LSD, entered into the Sale and Purchase Agreement with the Vendor and the Guarantor, pursuant to which the Vendor conditionally agreed to sell and the Purchaser conditionally agreed to purchase the Sale Shares, representing approximately 49.92% of the issued share capital of the Target Company, for the Consideration of EUR13,080,896 (equivalent to approximately HK$113,804,000) subject to adjustments. After Completion, the Purchaser shall also: (a) subscribe for one new share of the Target Company at the price of EUR775 (equivalent to approximately HK$7,000), which increases its shareholding interest in the Target Company to approximately 49.96%; and (b) advance to the Target Company a shareholder's loan in proportion to its shareholding interest (including the Allotment) in the amount of EUR499,565 (equivalent to approximately HK$4,346,000).

Completion of the sale and purchase of the Sale Shares is conditional upon the Vendor, the Purchaser and Fincantieri entering into the Waiver and Consent Agreement, pursuant to which, among other things, (i) Fincantieri would waive and consent to the sale and purchase of the Sale Shares; (ii) the Vendor agreed to grant the Call Option to the Purchaser to acquire the Call Option Shares, representing approximately a further 32.35% of the issued share capital of the Target Company upon Completion and the Allotment for the Call Option Consideration of EUR8,853,472 (equivalent to approximately HK$77,025,000);

1. the Purchaser agreed to grant the Put Option to Fincantieri in respect of the Put Option Shares, representing approximately 17.61% of the issued share capital of the Target Company upon Completion and the Allotment for the Put Option Consideration of EUR4,820,975 (equivalent to approximately HK$41,942,000); and (iv) two other options between Fincantieri and the Vendor. The exercise of the Call Option and the Put Option is subject to the exercise of the other options between Fincantieri and the Vendor. In the event both the Call Option and the Put Option are exercised in due course, the Purchaser will hold all but one share of the Target Company, representing approximately 99.92% of the issued share capital of the Target Company upon Completion and the Allotment.

   LISTING RULES IMPLICATION

   As one or more of the applicable percentage ratios as set out in the Listing Rules in respect of the Transactions exceeds 5% but all of the applicable percentage ratios are less than 25%, the Completion of the Sale and Purchase Agreement and the Transactions (including the exercise of both the Call Option and the Put Option) contemplated thereunder constitute a discloseable transaction for each of LSG and LSD, and are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

   On 30 September 2016 (after trading hours), the Purchaser entered into the Sale and Purchase Agreement with the Vendor and the Guarantor, the principal terms of which are summarised below:

   THE SALE AND PURCHASE AGREEMENT

   Date: 30 September 2016 (after trading hours)

   Parties: (i) 1782 Group, being the Vendor

2. Action Charm Limited, a wholly-owned subsidiary of LSD, being the Purchaser

3. the Guarantor

To the best of the LSG Directors' knowledge, information and belief having made reasonable enquiries, the Vendor and its ultimate beneficial owner(s) and the Guarantor are third parties independent of LSG and its connected persons.

To the best of the LSD Directors' knowledge, information and belief having made reasonable enquiries, the Vendor and its ultimate beneficial owner(s) and the Guarantor are third parties independent of LSD and its connected persons.

1. The acquisition of the Sale Shares

   Pursuant to the Sale and Purchase Agreement, the Vendor conditionally agreed to sell and the Purchaser conditionally agreed to purchase the Sale Shares, representing approximately 49.92% of the issued share capital of the Target Company as at the date of this joint announcement, for the Consideration.

   Consideration

   The Consideration for the acquisition of the Sale Shares is EUR13,080,896 (equivalent to approximately HK$113,804,000), subject to adjustments, and shall be payable by the Purchaser in the following manner on Completion:

2. EUR3,000,000 (equivalent to approximately HK$26,100,000), by way of set off against the sum due by the Vendor to the Purchaser in respect of the Convertible Bonds; and

3. EUR10,080,896 (equivalent to approximately HK$87,704,000), in cash.

Adjustment to the Consideration

The Consideration shall be adjusted as described below ("Adjustment Amount") after Completion and the Purchaser and the Vendor shall procure the Target Company to provide to the Purchaser and the Vendor a statement showing the calculation of the Adjustment Amount ("NAV Adjustment Statement") no later than 30 June 2017.

Adjustment Amount =

[2016 Accounts NAV

(minus) 2016 Accounts Forecast NAV ]

x Percentage of the Target Company's shareholding interest held by the Purchaser

After the receipt of the NAV Adjustment Statement, the Vendor and the Purchaser shall agree in good faith on the Adjustment Amount, failing which the Adjustment Amount shall be determined by an expert accountant pursuant to the terms of the Sale and Purchase Agreement.

If the final determination of the Consideration after taken into account the Adjustment Amount is lower than the Consideration, the Vendor shall pay to the Purchaser the Adjustment Amount in cash within five Business Days of the final determination of the Consideration. The Guarantor has guaranteed to the Purchaser the payment of the Adjustment Amount due by the Vendor to the Purchaser, as well as for any claims for breaches of the Vendor's warranties and representations that may arise.

The Consideration, subject to adjustment, was arrived at after arm's length negotiations between the Purchaser and the Vendor after taking into consideration of the financial position of the Target Company and independent valuation.

The Consideration will be funded by the internal resources of the LSD Group.

Condition Precedent

Completion is subject to (or waiver by the Purchaser) the Vendor having obtained a waiver and consent from Fincantieri in relation to the sale of the Sale Shares by the Vendor by entering into the Waiver and Consent Agreement among the Vendor, the Purchaser and Fincantieri, on or before 3 October 2016 or such later date as the parties may agree in writing ("Long Stop Date") ("Condition"). The principal terms of the Waiver and Consent Agreement are summarised in the paragraph headed "The Call Option and the Put Option" below.

Completion

Completion shall take place on the fifth Business Day upon the satisfaction (or waiver) of the Condition or such other date as the parties may agree in writing. It is the intention of the parties that Completion shall take place on 3 October 2016.

Within 10 Business Days of Completion, Fincantieri and the Vendor agreed to procure the Target Company to complete the Allotment.

The Shareholder's Loan

The Vendor and Fincantieri have contributed a shareholder's loan to the Target Company with an aggregate loan amount of EUR999,954 (equivalent to approximately HK$8,700,000) and Mr. Rodriguez did not contribute. Whenever the Vendor or Fincantieri disposes of its interests in the Target Company, a relevant portion of its shareholder's loan will be repaid by the Target Company

Upon Completion and the Allotment, the Purchaser shall make available a shareholder's loan to the Target Company pro rata to the Purchaser's 49.96% shareholding in the Target Company in the aggregate amount of EUR499,565 (equivalent to approximately HK$4,346,000). If the Purchaser exercises the Call Option, the Purchaser shall contribute an additional shareholder's loan in the amount of EUR323,442 (equivalent to approximately HK$2,814,000) to corroborate with its increased shareholding interest.