Esprit : Circular of Scrip Dividend Reinvestment Scheme for Interim Dividend for the Six Months Ended 31 December 2013

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

(Incorporated in Bermuda with limited liability)

Chairman:

Raymond OR Ching Fai

Independent Non-executive Director

Deputy Chairman:

Paul CHENG Ming Fun

Independent Non-executive Director

Executive Directors:

Jose Manuel MARTINEZ GUTIERREZ

Group Chief Executive Officer

Thomas TANG Wing Yung

Group Chief Financial Officer

Non-executive Director:

Jürgen Alfred Rudolf FRIEDRICH

Independent Non-executive Directors:

Eva CHENG LI Kam Fun
Alexander Reid HAMILTON Norbert Adolf PLATT

Registered office:

Clarendon House
2 Church Street
Hamilton HM 11
Bermuda

Place of Business in Hong Kong:

43/F, Enterprise Square Three
39 Wang Chiu Road
Kowloon Bay
Kowloon
Hong Kong
18 March 2014

To the Shareholders

Dear Sir or Madam,

SCRIP DIVIDEND REINVESTMENT SCHEME FOR INTERIM DIVIDEND

1. Introduction
On 21 February 2014, the Board of Directors (the "Board") of Esprit Holdings Limited (the "Company") declared the distribution of an interim dividend of HK$0.03 per share in the capital of the Company of HK$0.10 each (the "Share") for the six months ended 31 December 2013 (the "Interim Dividend") to the shareholders of the Company (the "Shareholders") whose names appear on the Registers of Members of the Company at 5:00 p.m. on 10 March 2014 (the "Record Date").
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The Shareholders are provided with an option to receive the Interim Dividend in form of new fully paid Shares (the "Scrip Shares"), which will rank pari passu in all respect with the existing issued Shares, in lieu of cash (the "Scrip Dividend Reinvestment Scheme"). The procedures which apply in relation to the Scrip Dividend Reinvestment Scheme and the action which should be taken by the Shareholders in relation thereto are set out hereunder for the Shareholders' attention. Please read carefully the instructions hereunder and the instructions on the form of election in relation to the Scrip Dividend Reinvestment Scheme for Interim Dividend (the "Election Form") enclosed with this document.
Whether or not it is to your advantage to elect to receive Scrip Shares in lieu of cash, in whole or in part, for the Interim Dividend will depend on your own individual circumstances and the decision in this regard, and all effects resulting therefrom, will be your sole responsibility. If you are in any doubt as to what to do, you should consult your professional advisers.
2. Particulars of the Scrip Dividend Reinvestment Scheme for Interim Dividend
Under the Scrip Dividend Reinvestment Scheme, the Shareholders have the following choices in respect of the Interim Dividend for the existing Shares registered in their names on the Record Date:
(i) cash of HK$0.03 per Share; or
(ii) an allotment of Scrip Shares (the number of which is determined by methods set out below), save for the adjustment of fractional entitlements, equal to the total amount of the Interim Dividend which the Shareholders would otherwise be entitled to receive in cash; or
(iii) partly in cash and partly in form of Scrip Shares.
For the purpose of calculating the number of Scrip Shares to be issued pursuant to the Scrip Dividend Reinvestment Scheme for Interim Dividend, the dividend reinvestment price is HK$14.37, which is the average closing price of the Share as quoted on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") for the five (5) consecutive trading days immediately preceding
4 March 2014 (the "Dividend Reinvestment Price").
Accordingly, the number of the Scrip Shares which the Shareholders will receive in respect of the Interim Dividend for the existing Shares registered in their names on the Record Date will be calculated as follows:
Number of
Scrip Shares
to be received
Number of existing Shares held on Record Date
= for which election for
Scrip Shares is made
HK$0.03
(Interim Dividend per Share)

x
HK$14.37
(Dividend Reinvestment Price)
The number of the Scrip Shares to be issued to each Shareholder will be rounded down to the nearest whole number. Fractional entitlements to the Scrip Shares will not be issued and the residual dividend entitlement will be paid in cash. The residual dividend entitlement will be calculated as follows:
Residual dividend
entitlement
Number of
= existing Shares x held on
Record Date
HK$0.03 (Interim Dividend
per Share)
Number of
Scrip Shares to be
received
HK$14.37
x (Dividend
Reinvestment
Price)
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The last day and time on which the Shareholders will be entitled to elect their desired form of Interim Dividend is by 4:00 pm on 1 April 2014. Dividend warrants and share certificates for Scrip Shares to be issued under the Scrip Dividend Reinvestment Scheme for Interim Dividend will be despatched to the Shareholders by ordinary mail at their risk on or around 23 April 2014.
3. Book Closure Period and Last Date of Transfer
For the purpose of determining the Shareholders who qualify for the Interim Dividend, the Registers of Members of the Company was closed from 11 March 2014 to 12 March 2014, both dates inclusive, during which period no transfer of Shares was registered.
The latest date and time by which share transfer documents were accepted for registration for participation in the Scrip Dividend Reinvestment Scheme for Interim Dividend was at 4:00 pm on
10 March 2014.
4. Election Form
The Election Form for use by the Shareholders should they wish to receive the Interim Dividend wholly or partly in form of Scrip Shares in lieu of cash is enclosed with this document. The Election Form should be completed in accordance with the instructions printed thereon and returned to the Company's Hong Kong branch share registrar, Tricor Secretaries Limited (the "Branch Share Registrar") not later than 4:00 pm on 1 April 2014 at the following address:

Failure to complete and return the Election Form in accordance with the instructions printed thereon will result in the relevant qualifying Shareholder 's Interim Dividend being paid wholly in form of cash. No acknowledgement of receipt of the Election Form will be issued. No elections in respect of the Interim Dividend may be in any way withdrawn, revoked, superseded or altered after the relevant Election Forms are signed and returned to the Branch Share Registrar.

In respect of the Interim Dividend

In respect of all future dividends (after the Interim Dividend)

If you wish to receive Scrip Shares in lieu of cash dividend in respect of all future dividends permanently, you should enter a (j) in Box E, sign and date in part 4 and return the Election Form to the Branch Share Registrar. Please note that a permanent election cannot be made in respect of part of your registered Shares.
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5. Listing
Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Scrip Shares to be issued pursuant to the Scrip Dividend Reinvestment Scheme for Interim Dividend.
6. Conditions of the Scrip Dividend Reinvestment Scheme for Interim Dividend
The Scrip Dividend Reinvestment Scheme for Interim Dividend is conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Scrip Shares to be issued thereunder.
In the event that the above condition of the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Scrip Shares to be issued is not satisfied, the Scrip Dividend Reinvestment Scheme for Interim Dividend will not become effective and the Interim Dividend will be paid wholly in form of cash.
7. Effect of the Scrip Dividend Reinvestment Scheme for Interim Dividend
Shareholders should note that the Scrip Shares to be issued under the Scrip Dividend Reinvestment Scheme for Interim Dividend may give rise to disclosure requirements under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). If Shareholders are in any doubt as to how these provisions may affect them as a result of the allotment of the Scrip Shares, they are recommended to consult their professional advisers.
8. Shareholders residing outside of Hong Kong
No person receiving a copy of this document and/or an Election Form in any jurisdiction outside Hong Kong may treat the same as an offer to elect to receive the Scrip Shares unless in the relevant jurisdictions such offer could lawfully be made to him/her without the Company being required to comply with any legal, governmental or regulatory procedures, restrictions or any other similar formalities. According to the Registers of Members of the Company on the Record Date, none of the jurisdictions where the Shareholders residing outside of Hong Kong requires the Company to prepare registration statements and other special formalities or prohibit the distribution of scrip dividends to Shareholders residing in these jurisdictions. In view of the above, Election Forms have also been sent to these Shareholders.
9. Dealings
Dealings of the Scrip Shares are expected to commence on or around 23 April 2014. The Shares are only listed on the Stock Exchange. No part of the share capital of the Company is listed or dealt on any other stock exchange and the Company is not currently seeking to list its securities on any other stock exchange.
Yours faithfully,
By Order of the Board of Esprit Holdings Limited Florence Ng Wai Yin

Company Secretary

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