THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the proposals referred to in this circular or as to the action you should take, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or otherwise transferred all your shares in Esprit Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

ESPRIT HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

Stock Code: 00330 PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on 23 November 2017 at 2:30 pm or any adjournment of the meeting is set out on pages 5 to 8 of this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the form of proxy enclosed with this circular in accordance with the instructions printed on it, together with the power of attorney or other authority (if any) under which the form of proxy is signed or a certified copy of such power of attorney or authority to the Company's branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Annual General Meeting or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting thereof (as the case may be) if you so wish and in such event, your appointment of proxy under any form of proxy shall be deemed to be revoked.

Hong Kong, 25 October 2017

Page

DEFINITIONS ii LETTER FROM THE BOARD

INTRODUCTION 1

GRANTING OF THE REPURCHASE MANDATE 2

GRANTING OF THE ISSUE MANDATE 2

RE-ELECTION OF DIRECTORS 3

ANNUAL GENERAL MEETING 4

RESPONSIBILITY STATEMENT 4

RECOMMENDATIONS 4

ADDITIONAL INFORMATION 4

NOTICE OF ANNUAL GENERAL MEETING 5 APPENDIX I - EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE . . 9 APPENDIX II - PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION . . 12

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

"2009 Share Option Scheme" share option scheme of the Company adopted on 10 December 2009

"Annual General Meeting" the annual general meeting of the Company to be held at

Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on 23 November 2017 at 2:30 pm, the notice of which is set out on pages 5 to 8 of this circular, or any adjournment thereof

"associates" have the meaning ascribed to it under the Listing Rules

"Board" the board of directors of the Company

"Bye-laws" the bye-laws of the Company, as amended from time to time

"Company" Esprit Holdings Limited, a company incorporated in Bermuda with limited liability, the securities of which are listed on the main board of the Stock Exchange

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

"Group" the Company and its subsidiaries

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

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

"Latest Practicable Date" 18 October 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information included in this circular

"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

"Member(s)" or "Shareholder(s)" duly registered holder(s) of Shares

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

"Share(s)" ordinary share(s) in the capital of the Company with a par value of HK$0.10 each

"Share Award Scheme" the Employees' Share Award Scheme of the Company adopted

on 17 March 2016

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong

Reference to times and dates in this circular are to Hong Kong times and dates.

Esprit Holdings Limited published this content on 25 October 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 25 October 2017 09:37:04 UTC.

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