LAI SUN GARMENT (INTERNATIONAL) LIMITED 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.
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 9 to 15 of this circular.
The notice convening the 2015 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, 11 December 2015 at 12:00 noon is contained in the 2014-2015 Annual Report of the Company ('Annual Report').
Shareholders are advised to read the Notice of the 2015 AGM and if you are not able to attend the 2015 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 2015 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 2015 AGM or any adjournment thereof (as the case may be) should you so wish.
Hong Kong, 12 November 2015
Definitions ........................................................................................................................... | Page 1 |
Letter from the Board | |
1. Introduction ...................................................................................................... | 9 |
2. General Mandate to Buy Back Shares .............................................................. | 10 |
3. General Mandate to Issue Shares ..................................................................... | 11 |
4. Proposed Termination of the Existing Share Option Scheme and Adoption of a New Share Option Scheme ................................................... | 11 |
5. New LSD Share Option Scheme ...................................................................... | 14 |
6. 2015 AGM ....................................................................................................... | 14 |
7. Voting by way of Poll ...................................................................................... | 15 |
8. Document Available for Inspection ................................................................. | 15 |
9. Recommendation ............................................................................................. | 15 |
10. Responsibility Statement .................................................................................. | 15 |
Appendix I - Explanatory Statement on Buy Back Mandate ................................ | I-1 |
Appendix II - Summary of the Principal Terms of the New Share Option Scheme ....................................................... | II-1 |
Appendix III - Summary of the Principal Terms of the New LSD Share Option Scheme .............................................. | III-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:
'2015 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, 11 December 2015 at 12:00 noon or at any adjournment thereof;
'Acceptance Date' in relation to any Option, the day on which the offer to grant
such Option is accepted by the relevant Eligible Participant in accordance with the provisions of the New Share Option Scheme;
'Adoption Date' the date of approval and adoption of the New Share Option Scheme by the Shareholders;
'Affiliated Issuer(s)' any of LSD, eSun, Lai Fung and MAGH, and the term
'Affiliated Group' shall refer to an Affiliated Issuer together with its subsidiaries;
'AGM' annual general meeting 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, and for the purposes of the New Share Option Scheme shall include (i) any committee of the Board duly constituted from time to time to administer the New Share Option Scheme and to which the functions and responsibilities of the Board under the New Share Option Scheme have been delegated and (ii) the independent non-executive directors of the Company vested with the responsibility of administering the New Share Option Scheme in the circumstances as set out in the Listing Rules and the New Share Option Scheme;
'Buy Back Mandate' proposed general mandate to be granted at the 2015 AGM to
the Directors to buy back Shares not exceeding 10% of the issued share capital of the Company as at the date of passing the resolution granting the general mandate;
'close associate(s)' has the same meaning thereto in Rule 1.01 of the Listing Rules; 'chief executive' has the meaning 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);
'control' has the same meaning ascribed to it under the Takeovers Code; 'controlling shareholder' has the same meaning ascribed to it under the Listing Rules; 'core connected person(s)' has the same meaning ascribed thereto in Rule 1.01 of the
Listing Rules;
'Date of Grant' in relation to any Option, the day (which must be a trading day) on which the Directors resolve to make an offer of that Option to an Eligible Participant subject to the provisions of the New Share Option Scheme;
'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;
'Eligible Participant' any person falling within any of the following classes:
any employee of a Relevant Company;
any director, officer or consultant of a Relevant Company; and
any other group or classes of participants which the Board, in its absolute discretion, considers to have contributed or will contribute, whether by way of business alliance or other business arrangement, to the development and growth of the Group;
'eSun' eSun Holdings Limited (豐德麗控股有限公司 ), an exempted company incorporated in Bermuda with limited liability as well as registered in Hong Kong as a non-Hong Kong company under Part 16 of the Companies Ordinance, 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 41.92% by LSD as at the Latest Practicable Date;
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