a4e7ca87-4afe-4279-b90c-0f27de046e0f 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 with the accompanying form of proxy 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 the 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.








MAJOR TRANSACTION IN RELATION TO SUBSCRIPTION OBLIGATIONS IN RESPECT OF THE RIGHTS ISSUE PROPOSED BY LAI SUN DEVELOPMENT COMPANY LIMITED AND NOTICE OF GENERAL MEETING



Capitalised terms used in the lower portion of this cover page will have the same respective meanings as those defined in the section headed 'Definitions' in this circular.


A letter from the Board is set out on pages 6 to 17 of this circular.


The notice convening the GM ('Notice') of Lai Sun Garment (International) Limited to be convened and held at Gloucester Room II, 3rd Floor, the Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Friday, 8 January 2016 at 10:00 a.m. is set out on pages 65 to 66 of this circular. Shareholders are advised to read the Notice and if you are not able to attend the GM or its adjournment (as the case may be) in person but wish to exercise your right as a Shareholder, please complete, sign and return the accompanying form of proxy 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 GM 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 GM or any adjournment thereof (as the case may be) should you so wish.


11 December 2015

PAGE

DEFINITIONS ........................................................................................................................... 1 LETTER FROM THE BOARD ............................................................................................... 6 APPENDIX I - FINANCIAL INFORMATION OF THE GROUP 18 APPENDIX II - FINANCIAL INFORMATION OF THE LSD GROUP 22 APPENDIX III - UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP 44 APPENDIX IV - GENERAL INFORMATION 53 NOTICE OF THE GENERAL MEETING 65 ACCOMPANYING DOCUMENTS: FORM OF PROXY


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 Chinese version of the circular.

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


'Application Forms' collectively, the PAL(s) and the EAF(s);


'Board' the board of Directors;


'Business Day' any weekday (other than a public holiday or a day on which a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 4:00 p.m.) on which banks generally are open for business in Hong Kong;


'Company' or 'LSG' Lai Sun Garment (International) Limited (麗新製衣國際有限 or 'Underwriter' 公司), a company incorporated in Hong Kong with limited

liability, the issued shares of which are listed and traded on the Main Board of the Stock Exchange (Stock Code: 191), and is the controlling shareholder and ultimate holding company of LSD;


'Committed Shares' the 5,212,849,676 Rights Shares to be provisionally allotted to

the Undertaking Shareholders;


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

Listing Rules;


'controlling shareholder' has the same meaning ascribed thereto in the Rule 1.01 of the

Listing Rules;


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


'EAF(s)' the excess application form(s) to be issued to the Qualifying Shareholders in respect of applications for excess Rights Shares;


'eSun' eSun Holdings Limited (豐德麗控股有限公司), an exempted company incorporated in Bermuda with limited liability, the issued shares of which are listed and traded on the Main Board of the Stock Exchange (Stock Code: 571);


'GM' the general meeting of the Company to be convened and held at Gloucester Room II, 3rd Floor, The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Friday, 8 January 2016 at 10:00 a.m. for the purpose of considering and, if thought fit, approve resolution(s) to approve the Proposed Subscription and matters incidental thereto;

'Group' the Company and its subsidiaries including the LSD Group;


'HK$' Hong Kong dollar(s), the lawful currency of Hong Kong;

'Hong Kong' the Hong Kong Special Administrative Region of the PRC; 'Joint Announcement' the joint announcement issued by the Company and LSD dated

17 November 2015;


'Last Trading Day' Tuesday, 17 November 2015, being the last trading day of the

LSD Shares on the Stock Exchange immediately prior to the publication of the Joint Announcement;


'Latest Acceptance Date' Monday, 1 February 2016, being the last day for acceptance

and payment of the Rights Shares, or such other date as LSD and the Company may agree in writing;


'Latest Practicable Date' 9 December 2015, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining certain information for the inclusion in this circular;


'Latest time for acceptance' 4:00 p.m. on the Latest Acceptance Date;


'Latest Time for Termination' 4:00 p.m. on the fourth Business Day after the latest time for

acceptance or such later date as LSD and the Company may agree in writing;


'LFH' Lai Fung Holdings Limited (麗豐控股有限公司), an exempted company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed and traded on the Main Board of Stock Exchange (Stock Code: 1125);


'Listing Committee' has the same meaning ascribed thereto in Rule 1.01 of the

Listing Rules;


'Listing Rules' the Rules Governing the Listing of Securities on the Stock Exchange;


'LSD' Lai Sun Development Company Limited (麗新發展有限 公司), a company incorporated in Hong Kong with limited liability, the issued LSD Shares are listed and traded on the Main Board of the Stock Exchange (Stock Code: 488);

distributed by