THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 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 eSun Holdings Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or 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 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. eSun Holdings Limited (Incorporated in Bermuda with limited liability) (Stock Code: 571) PROPOSED AMENDMENTS TO THE LAI FUNG SHARE OPTION SCHEME AND AFFIRMATION OF THE LAI FUNG OPTIONS AND NOTICE OF SPECIAL GENERAL MEETING Capitalised terms used in the lower portion of this cover page shall have the respective meanings as those defined in the section headed “Definitions” of this circular. A letter from the Board is set out on pages 5 to 11 of this circular. A notice convening the SGM to be held at Harbour View Rooms I & II, 3/F., The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 8 August 2018 at 9:30 a.m. is set out on pages 13 and 14 of this circular. A form of proxy for use by the Shareholders at the SGM is enclosed with this circular. If you do not intend to be present at the SGM or its adjournment (as the case may be) in person but wish to exercise your right as a Shareholder, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company’s branch share registrar in Hong Kong, 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 fixed for holding the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked. 23 July 2018
Transcript
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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 eSun Holdings Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or 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 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.
eSun Holdings Limited(Incorporated in Bermuda with limited liability)
(Stock Code: 571)
PROPOSED AMENDMENTS TO THE LAI FUNG SHARE OPTION SCHEME
AND AFFIRMATION OF THE LAI FUNG OPTIONSAND
NOTICE OF SPECIAL GENERAL MEETING
Capitalised terms used in the lower portion of this cover page shall have the respective meanings as those defined in the section headed “Definitions” of this circular.
A letter from the Board is set out on pages 5 to 11 of this circular.
A notice convening the SGM to be held at Harbour View Rooms I & II, 3/F., The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 8 August 2018 at 9:30 a.m. is set out on pages 13 and 14 of this circular. A form of proxy for use by the Shareholders at the SGM is enclosed with this circular.
If you do not intend to be present at the SGM or its adjournment (as the case may be) in person but wish to exercise your right as a Shareholder, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company’s branch share registrar in Hong Kong, 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 fixed for holding the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.
NOTICE OF THE SGM ............................................................................................................ 13
ACCOMPANYING DOCUMENT: 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 www.esun.com and the Stock Exchange at www.hkexnews.hk.
DEFINITIONS
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In this circular, the following expressions shall, unless the context otherwise requires, have the following respective meanings:
“Board” the board of Directors;
“Bye-laws” the Bye-laws of the Company;
“Company” 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);
“Director(s)” the director(s) of the Company;
“eSun Share Offer” the conditional voluntary general cash offer made by The Hongkong and Shanghai Banking Corporation Limited on behalf of the Offeror to acquire all of the issued shares of the Company (other than those already owned or agreed to be acquired by LSD, the Offeror or their respective subsidiaries);
“Executive” the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director;
“Group” the Company and its subsidiaries from time to time;
“HK$” Hong Kong dollar(s), the lawful currency of Hong Kong;
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;
“Lai Fung” Lai Fung Hold ings Limi ted (麗豐控股有限公司 ) , a 50.60%-owned subsidiary of the Company as at the Latest Practicable Date, 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 the Stock Exchange (Stock Code: 1125);
“Lai Fung Board” the board of directors of Lai Fung;
“Lai Fung Circular” the circular dated 23 July 2018 issued by Lai Fung in relation to the Proposed Amendments to the Lai Fung Share Option Scheme and affirmation of the existing Lai Fung Options;
“Lai Fung Directors” the directors of Lai Fung;
DEFINITIONS
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“Lai Fung EGM” the extraordinary general meeting of Lai Fung to be convened and held at Harbour View Rooms I & II, 3/F., The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 8 August 2018 at 10:15 a.m., or any adjournment thereof;
“Lai Fung Group” Lai Fung and its subsidiaries;
“Lai Fung Independent an independent board committee of the Lai Fung Board, which Board Committee” has been established to advise the Lai Fung Shareholders in
respect of the Proposed Amendments;
“Lai Fung Independent an independent financial adviser who has been appointed by Financial Adviser” Lai Fung to advise the Lai Fung Independent Board Committee
in connection with the Proposed Amendments;
“Lai Fung New Share the share option scheme adopted by Lai Fung on 18 December Option Scheme” 2012;
“Lai Fung Offer Shares” the Lai Fung Shares which are subject to the Lai Fung Share Offer;
“Lai Fung Option(s)” the share option(s), each relating to one Lai Fung Share, granted and outstanding under the Lai Fung Share Option Schemes from time to time, whether such options vested or not;
“Lai Fung Option Offer” the possible offer to be made by The Hongkong and Shanghai Banking Corporation Limited on behalf of the Offeror to the holders of Lai Fung Options in compliance with Rule 13 of the Takeovers Code to cancel all the abovementioned options;
“Lai Fung Share(s)” the share(s) in the capital of Lai Fung;
“Lai Fung Shareholder(s)” the holder(s) of the Lai Fung Share(s);
“Lai Fung Share Consolidation” the share consolidation of the Lai Fung Shares approved by the Lai Fung Shareholders at the extraordinary general meeting of Lai Fung held on 14 August 2017 and effective on 15 August 2017 that every fifty (50) issued and unissued ordinary shares of HK$0.10 each in the share capital of Lai Fung be consolidated into one (1) ordinary share of HK$5.00 each in the share capital of Lai Fung;
DEFINITIONS
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“Lai Fung Share Offer” the possible unconditional mandatory general cash offer to be made by The Hongkong and Shanghai Banking Corporation Limited on behalf of the Offeror to acquire all of the issued shares of Lai Fung (other than those already owned or agreed to be acquired by LSD, the Offeror, the Company or their respective subsidiaries);
“Lai Fung Share Offer Price” HK$5.22 per Lai Fung Offer Share;
“Lai Fung Share Option Scheme” the share option scheme adopted by Lai Fung on 21 August 2003;
“Lai Fung Share Option Schemes” the Lai Fung New Share Option Scheme and Lai Fung Share Option Scheme;
“Latest Practicable Date” 20 July 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;
“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 shares of which are listed and traded on the Main Board of the Stock Exchange (Stock Code: 488);
“LSG” Lai Sun Garment (International) Limited (麗新製衣國際有限公司), 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);
“Mr. FA Chew” Mr. Chew Fook Aun, an executive Director as well as the chairman and an executive director of Lai Fung;
“Offeror” Transtrend Holdings Limited, a company incorporated in Hong Kong with limited liability, being a wholly-owned subsidiary of LSD;
“Offers” the eSun Share Offer and the Lai Fung Share Offer;
“Proposed Amendments” the proposed amendments to the Lai Fung Share Option Scheme, the details of which are set out in the paragraph headed “2. THE LAI FUNG SHARE OPTION SCHEME AND EXISTING LAI FUNG OPTIONS” in the Letter from the Board of this circular, the exact form of which is set out in the appendix to this circular;
DEFINITIONS
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“SFC” the Securities and Futures Commission of Hong Kong;
“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
“SGM” a special general meeting of the Company to be convened and held at Harbour View Rooms I & II, 3/F., The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 8 August 2018 at 9:30 a.m., or any adjournment thereof, to consider and, if appropriate, to approve the Proposed Amendments;
“Share(s)” ordinary share(s) of HK$0.50 each in the share capital of the Company;
“Shareholder(s)” holder(s) of the Shares;
“Special Deal” a special deal for the purposes of Rule 25 of the Takeovers Code;
“Stock Exchange” The Stock Exchange of Hong Kong Limited;
“Takeovers Code” the Code on Takeovers and Mergers of Hong Kong; and
“%” per cent.
LETTER FROM THE BOARD
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eSun Holdings Limited(Incorporated in Bermuda with limited liability)
(Stock Code: 571)
Executive Directors: Registered Office:Mr. Lui Siu Tsuen, Richard (Chief Executive Officer) Clarendon HouseMr. Chew Fook Aun 2 Church StreetMr. Lam Hau Yin, Lester Hamilton HM 11Mr. Yip Chai Tuck Bermuda
Non-executive Directors: Head Office and PrincipalMadam U Po Chu Place of Business:Mr. Andrew Y. Yan 11th Floor Lai Sun Commercial CentreIndependent non-executive Directors: 680 Cheung Sha Wan RoadMr. Low Chee Keong (Chairman) KowloonMr. Lo Kwok Kwei, David Hong KongDr. Ng Lai Man, CarmenMr. Alfred Donald Yap
23 July 2018
To the Shareholders
Dear Sir/Madam,
PROPOSED AMENDMENTS TO THE LAI FUNG SHARE OPTION SCHEME
AND AFFIRMATION OF THE LAI FUNG OPTIONSAND
NOTICE OF SPECIAL GENERAL MEETING
1. INTRODUCTION
Reference is made to the Lai Fung Circular dated 23 July 2018 issued by Lai Fung in relation to the Proposed Amendments to the Lai Fung Share Option Scheme and affirmation of the existing Lai Fung Options.
LETTER FROM THE BOARD
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As at the Latest Practicable Date, the Company was the holding company of Lai Fung and held approximately 50.60% of its issued share capital. Accordingly, any proposed amendment to the Lai Fung Share Option Scheme is required to be approved by the Shareholders pursuant to Rule 17.01(4) and Rule 17.02(1) of the Listing Rules.
The purpose of this circular is to provide you with information concerning the resolution to be proposed at the SGM to consider the Proposed Amendments and the proposed affirmation of the existing Lai Fung Options and notice of the SGM.
2. THE LAI FUNG SHARE OPTION SCHEME AND EXISTING LAI FUNG OPTIONS
Background
The purpose of the Lai Fung Share Option Scheme was to recognise the contribution of selected participants by granting them the opportunity to acquire the Lai Fung Shares. On 18 December 2012, the Lai Fung Shareholders and the Shareholders approved the termination of the Lai Fung Share Option Scheme (and the adoption of Lai Fung New Share Option Scheme) to the effect that, from that date, no further share options would be granted under the Lai Fung Share Option Scheme but the subsisting options granted prior to the termination would continue to be valid and exercisable in accordance with the terms of the Lai Fung Share Option Scheme.
As at the Latest Practicable Date, Mr. FA Chew was the only holder of the Lai Fung Options, comprising options in respect of 1,009,591 underlying Lai Fung Shares (representing approximately 0.31% of the existing total issued Lai Fung Shares), exercisable at a price of HK$6.65 per Lai Fung Share, at any time on or before 11 June 2020.
Reasons for the Proposed Amendments
On 27 May 2018, LSG, LSD, the Offeror, the Company and Lai Fung jointly announced that, among other things, The Hongkong and Shanghai Banking Corporation Limited, on behalf of the Offeror, firmly intends to make the eSun Share Offer. If the eSun Share Offer becomes or is declared unconditional in all respects, LSD, the Offeror and their respective subsidiaries will together hold more than 50% of the voting rights in the Company upon completion of the eSun Share Offer. Pursuant to the chain principle in Note 8 to Rule 26.1 of the Takeovers Code, the Offeror will then be required to make (or procure to be made on its behalf) the Lai Fung Share Offer. For more details, please refer to the joint announcement dated 27 May 2018 published by LSG, LSD, the Offeror, the Company and Lai Fung.
Pursuant to the existing terms of the Lai Fung Share Option Scheme, if any Lai Fung Option is not exercised within a period of 14 days following the time that the eSun Share Offer becomes (or is declared) unconditional, it will lapse at the end of that period.
LETTER FROM THE BOARD
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The Lai Fung Board is of the view that in present circumstances, this produces an undesirable outcome. The Lai Fung Options held by Mr. FA Chew were, as at the Latest Practicable Date, ‘in the money’ (meaning that the exercise price in respect of them was below the current market price of a Lai Fung Share, being HK$11.50 as at 20 July 2018 as disclosed in the Lai Fung Circular). However, were Mr. FA Chew to exercise his Lai Fung Options, at the exercise price of HK$6.65 per Lai Fung Share, this would have price re-setting implications for the Lai Fung Share Offer, re-setting the Lai Fung Share Offer Price currently standing at HK$5.22 for each Lai Fung Offer Share to HK$6.65 for each Lai Fung Offer Share. The potential price re-setting impact arises because Mr. FA Chew, as a director of LSD and the Offeror, is presumed to be acting in concert with LSD and the Offeror. Pursuant to Rule 24 of the Takeovers Code, any dealing by an offeror or a party acting in concert with it during an offer period can result in the offeror being required to increase the offer price to not less than the highest price for any shares acquired. Mr. FA Chew could not therefore, in practice, exercise his Lai Fung Options without affecting the Lai Fung Share Offer Price. On the other hand, to take no action will result in the lapse of the Lai Fung Options should the eSun Share Offer become (or be declared) unconditional. In the alternative, the Lai Fung Option Offer, as would be extended to Mr. FA Chew in respect of his Lai Fung Options (at the time of and in conjunction with the Lai Fung Share Offer) will be equally unattractive to Mr. FA Chew, being for a nominal amount (of HK$0.01 for every 100 Lai Fung Options). It should also be pointed out to the Lai Fung Shareholders that even were Mr. FA Chew to exercise his Lai Fung Options, the re-set price would stand considerably below the market price of the Lai Fung Shares as at 20 July 2018, being HK$11.50.
The majority of the Lai Fung Directors (other than Mr. FA Chew, but including those on the Lai Fung Independent Board Committee) are of the view that Mr. FA Chew has been integral to the development of Lai Fung over a period that has seen the price of its Lai Fung Shares rise consistently with the modified exercise price applicable to the Lai Fung Options, being HK$6.65 (following the Lai Fung Share Consolidation) to the market price of HK$11.50 per Lai Fung Share as at 20 July 2018 as disclosed in the Lai Fung Circular. He has been an important member of the executive management team of the Lai Fung Group. In these circumstances, they feel that it would be unfair on Mr. FA Chew not to take steps to preserve for him the value inherent in the Lai Fung Options, which he would otherwise lose through no fault of his own were the eSun Share Offer to become (or be declared) unconditional.
LETTER FROM THE BOARD
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Proposed Amendments and Affirmation of the Existing Lai Fung Options
In order to provide flexibility, under the Lai Fung Share Option Scheme, sufficient to enable the Lai Fung Options to survive the impact of the eSun Share Offer, and remain valid and exercisable for the relevant period that would otherwise have applied but for the existence of the eSun Share Offer, the Lai Fung Board proposes to make certain amendments to the Lai Fung Share Option Scheme.
Details of the Proposed Amendments are set out in the appendix to this circular, which shows the proposed insertions and deletions to the relevant rules contained within the Lai Fung Share Option Scheme, as indicated by the underlined text and the text that has been struck through, respectively.
The effect of the Proposed Amendments, were they to be made to the Lai Fung Share Option Scheme, would be to afford to the Lai Fung Directors (excluding, for these purposes, Mr. FA Chew) the discretion to vary the option exercise period of the existing Lai Fung Options granted under the Lai Fung Share Option Scheme if it would otherwise be impacted by the occurrence of a general offer made to the Lai Fung Shareholders and any transaction by which any person would otherwise obtain control of Lai Fung.
If the Proposed Amendments are approved for adoption by Lai Fung, it is the Lai Fung Board’s intention to write to Mr. FA Chew to confirm the Lai Fung Board’s decision (in respect of which Mr. FA Chew would not participate in his capacity as the chairman of Lai Fung and a Lai Fung Director) to affirm that the Lai Fung Options shall remain exercisable for the continuing duration of the current exercise period of the Lai Fung Options, expiring on 11 June 2020, in accordance with the terms of the Lai Fung Share Option Scheme as amended by virtue of the Proposed Amendments.
The Proposed Amendments would become effective on the later of the dates on which they are respectively approved by the Lai Fung Shareholders at the Lai Fung EGM and by the Shareholders at the SGM. Apart from the Proposed Amendments, all other existing terms of the Lai Fung Share Option Scheme would remain unchanged.
Listing Rules Implications
Pursuant to note (2) to Rule 17.03(18) of the Listing Rules, any alterations to the terms and conditions of the Lai Fung Share Option Scheme which are of a material nature or any change to the terms of Lai Fung Options granted must be approved by the Lai Fung Shareholders and the Shareholders (so long as Lai Fung is a subsidiary of the Company under the Listing Rules), unless the alterations take effect automatically under the existing terms of the Lai Fung Share Option Scheme. As the Proposed Amendments will not take effect automatically under the existing terms of the Lai Fung Share Option Scheme and are considered to be material in nature, the Proposed Amendments, and the proposed decision of the Lai Fung Board to affirm the continued effectiveness of the existing Lai Fung Options, will be subject to approval by the Lai Fung Shareholders at the Lai Fung EGM and the Shareholders at the SGM.
LETTER FROM THE BOARD
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As at the Latest Practicable Date, to the best of the knowledge of the Directors, no Shareholder is required to abstain from voting on the resolution to be proposed at the SGM to approve the Proposed Amendments and to authorise the Lai Fung Directors to affirm the continued effectiveness of the existing Lai Fung Options.
Takeovers Code Implications
Mr. FA Chew, as the only holder of the Lai Fung Options and a person deemed to be interested in 600,000 Lai Fung Shares pursuant to Part XV of the SFO, stands to derive a benefit from the Proposed Amendments and the continuation of his Lai Fung Options, which would otherwise lapse 14 days after the eSun Share Offer becomes (or is declared) unconditional. The Proposed Amendments, and the exercise by the Lai Fung Board of its discretion to affirm that the Lai Fung Options remain exercisable for the continuing duration of the current exercise period (expiring on 11 June 2020) in accordance with the terms of the amended Lai Fung Share Option Scheme would therefore constitute a Special Deal for Mr. FA Chew, as a Lai Fung Shareholder. For completeness, any alternative form of compensation in lieu of the lapsed Lai Fung Options (e.g. cash bonus or options granted under the Lai Fung New Share Option Scheme) would also constitute a Special Deal for Mr. FA Chew.
An application was made to the Executive and the Executive has consented to the Proposed Amendments such that Mr. FA Chew’s Lai Fung Options would not lapse by virtue of the making of the Offers as a Special Deal under Note 3 to Rule 25 of the Takeovers Code, subject to the Lai Fung Independent Financial Adviser publicly stating that such arrangements to the Lai Fung Share Option Scheme are fair and reasonable. Pursuant to Note 2 to Rule 2 of the Takeovers Code, the Lai Fung Independent Financial Adviser is also required to discuss the relevant factors of their advice with the Lai Fung Independent Board Committee.
Lai Fung Independent Board Committee, the Lai Fung Independent Financial Adviser and the Lai Fung Board
The Lai Fung Independent Financial Adviser, for the reasons set out in its letter contained in the Lai Fung Circular, is of the view that the abovementioned Special Deal, being the Proposed Amendments and the proposed decision of the Lai Fung Board to affirm the continuation of Mr. FA Chew’s Lai Fung Options, is fair and reasonable. Having considered the advice of the Lai Fung Independent Financial Adviser, for the reasons set out in its letter contained in the Lai Fung Circular, the Lai Fung Independent Board Committee has formed the opinion that the Special Deal, in this case represented by the Proposed Amendments and the proposed decision of the Lai Fung Board to affirm the continuation of Mr. FA Chew’s Lai Fung Options, is unfair and unreasonable so far as independent Lai Fung Shareholders are concerned. Their opinion differs from the advice of Lai Fung Independent Financial Adviser because they hold differing views on the possibility of Mr. FA Chew exercising his Lai Fung Options at any time before they lapse, which would re-set the Lai Fung Share Offer Price currently standing at HK$5.22 to HK$6.65 for each Lai Fung Offer Share, and make the Special Deal unfair and unreasonable to those Lai Fung Shareholders which are looking to sell at HK$6.65 or below and above HK$5.22. However, for any Lai Fung Shareholder not looking to sell his or her Lai Fung Shares at a price equal to or below the price to which the Lai Fung Share Offer Price would be reset were Mr. FA Chew to exercise his Lai Fung Options, the Special Deal is irrelevant to them and may not have any adverse effect to them.
LETTER FROM THE BOARD
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The majority of the Lai Fung Board (excluding for these purposes, Mr. FA Chew) is of the view that the Proposed Amendments and affirmation of the continuing effectiveness of the Lai Fung Options granted under the Lai Fung Share Option Scheme are in the best interests of Lai Fung and the Lai Fung Shareholders as a whole. Accordingly, the majority’s recommendation would be to vote in favour of the resolution to be proposed at the Lai Fung EGM.
3. SGM
The SGM will be held at Harbour View Rooms I & II, 3/F., The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 8 August 2018 at 9:30 a.m., for the purpose of considering, and if thought fit, approving the Proposed Amendments and the right of the Lai Fung Board to affirm the continued effectiveness of the existing Lai Fung Options. A form of proxy for use at the SGM is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the Company’s website (www.esun.com), respectively.
If you do not intend to be present at the SGM or its adjournment (as the case may be) in person but wish to exercise your right as a Shareholder, please complete and sign the abovementioned form of proxy in accordance with the instructions printed thereon and deposit the same with the Company’s branch share registrar in Hong Kong, 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 fixed for holding the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.
4. VOTING BY POLL
In compliance with Rule 13.39(4) of the Listing Rules, save for any resolution which relates purely to procedural or administrative matters to be voted on by a show of hands, voting on the resolution to be proposed at the SGM shall be decided by way of a poll.
Bye-law 66 of the Bye-laws provides that on a poll, every member present in person or by proxy or in the case of a member being a corporation, by its duly authorised representative, shall have one vote for every fully-paid Share of which he/she/it is the holder.
An explanation of the detailed procedures of conducting a poll will be provided to the Shareholders at the SGM. Tricor Tengis Limited, the branch share registrar of the Company in Hong Kong, will serve as the scrutineers for the vote-taking. The Company will publish an announcement on the poll result on the respective websites of the Company at www.esun.com and the Stock Exchange at www.hkexnews.hk shortly after the conclusion of the SGM pursuant to Rule 13.39(5) of the Listing Rules.
LETTER FROM THE BOARD
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5. RECOMMENDATIONS
The Directors (excluding, for these purposes, Mr. FA Chew who abstained from voting on the relevant resolutions of the Board) are of the view that (i) Mr. FA Chew has been an important member of the executive management team of the Lai Fung Group, which is part of the Group, and has been integral to the strategic planning and development of Lai Fung and it is in the interests of the Company and the Shareholders as a whole to keep Mr. FA Chew financially involved in the Group’s business; (ii) Mr. FA Chew cannot, in practice, exercise his Lai Fung Options without affecting the Lai Fung Share Offer Price;(iii) it would be unfair to disallow Mr. FA Chew to preserve the value inherent in the Lai Fung Options, which he would otherwise lose through no fault of his own were the eSun Share Offer to become (or be declared) unconditional; and (iv) the Proposed Amendments and the proposed affirmation by the Lai Fung Board as mentioned above are reasonable means to preserve Mr. FA Chew’s interest.
Taking into account the views of the Lai Fung Board and the Lai Fung Independent Board Committee as well as the advice from the Lai Fung Independent Financial Adviser as disclosed above and in the Lai Fung Circular, the Directors (excluding, for these purposes, Mr. FA Chew who abstained from voting on the relevant resolutions of the Board) are of the view that the Proposed Amendments and the intention of the Lai Fung Board to affirm the continuing effectiveness of the Lai Fung Options granted pursuant to the Lai Fung Share Option Scheme will bring positive impact on the morale and hence the performance of the Group as a whole, and are accordingly in the best interests of the Company and the Shareholders as a whole.
As such, the Board recommends the Shareholders to vote in favour of the resolution as set out in the notice of the SGM.
6. GENERAL INFORMATION
Your attention is drawn to the additional information set out in the appendix to this circular and the notice of the SGM enclosed in this circular.
In case of any inconsistency between the English and Chinese versions of this circular, the English version will prevail.
Yours faithfully, For and on behalf of the Board of eSun Holdings Limited Low Chee Keong Chairman
APPENDIX PROPOSED AMENDMENTS
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The proposed amendments to the Lai Fung Share Option Scheme, to take effect on approval of the same by the Lai Fung Shareholders and the Shareholders, are as follows:
• that Rule 6 of the Lai Fung Share Option Scheme be amended to reflect the additions as indicated by the text in underline below:
(D) For the purposes of this Rule 6:–
(i) any references to exercising an Option shall refer to exercising that Option to the extent not already exercised, notwithstanding that the Option Period has not come into effect or the Option has not otherwise become exercisable;
(ii) upon the occurrence of any event referred to in Rule 6(A), the Company may, based on the decision of the Directors without the approval of the Shareholders in a general meeting (the relevant Option Holder, if a Director, taking no part in such decision), in its discretion notwithstanding the terms of the relevant Option, at the same time as giving the notice provided for under each of those paragraphs, also give notice to an Option Holder that his Option may be exercised at any time within such period as shall be notified by the Company, such period not to exceed the expiry of the original Option Period, and/or to the extent (not being less than the extent to which it could then be exercised in accordance with its terms) notified by the Company; and
(iii) if the Company gives notice under Rule 6(D)(ii) that an Option can be exercised in part only, the Company shall, based on the decision of the Directors in its discretion, also specify in such notice to the Option Holder, whether the balance of the Option shall lapse or continue to be exercisable in accordance with their terms of issue or such other terms as the Directors may consider appropriate.
• that provisions in Rule 7(F) of the Lai Fung Share Option Scheme be amended to reflect the additions as indicated by the text in underline below and the deletions as indicated by the text in strikethrough below:
(F) Except as otherwise determined by the Directors as provided in Rules 6(D)(ii) and (iii), Aan Option shall lapse automatically and not be exercisable (to the extent not already exercised) on the earliest of: -
A copy of the revised Lai Fung Share Option Scheme is available for inspection, as referred to in this circular.
NOTICE OF THE SGM
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eSun Holdings Limited(Incorporated in Bermuda with limited liability)
(Stock Code: 571)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT a special general meeting (“SGM”) of the members (“Members”) of eSun Holdings Limited (“Company”) will be held at Harbour View Rooms I & II, 3/F., The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 8 August 2018 at 9:30 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
“THAT, conditional upon the shareholders of Lai Fung Holdings Limited (a subsidiary of the Company) (“Lai Fung”) passing an ordinary resolution in substantially similar terms, the share option scheme adopted by Lai Fung on 21 August 2003 (“Lai Fung Share Option Scheme”) be amended on the terms set out in the appendix to the circular to the shareholders of the Company dated 23 July 2018, a copy of the Lai Fung Share Option Scheme, incorporating such amendments being produced to this meeting marked “A” and for the purposes of identification initialed by the chairman of the meeting; AND THAT the board of directors of Lai Fung be and is hereby authorised to exercise all rights and powers available to it under the Lai Fung Share Option Scheme, as amended, to affirm the continued effectiveness of options in respect of 1,009,591 underlying shares of Lai Fung, as granted to Mr. Chew Fook Aun (such options being exercisable at any time on or before 11 June 2020) in accordance with the existing terms of grant and otherwise in accordance with the terms of the Lai Fung Share Option Scheme, as amended.”
By order of the board of directors of eSun Holdings Limited Wong Lai Chun Company Secretary
Hong Kong, 23 July 2018
Registered Office: Head Office and Principal Place of Business:Clarendon House 11th Floor, Lai Sun Commercial Centre2 Church Street 680 Cheung Sha Wan RoadHamilton HM 11 KowloonBermuda Hong Kong
NOTICE OF THE SGM
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Notes:
1. A Member entitled to attend and vote at the SGM convened by the above notice (“Notice”) or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more shares of the Company (“Shares”), more than one) proxy to attend the SGM and, on a poll, vote on his/her/its behalf in accordance with the Bye-laws of the Company. A proxy need not be a Member.
2. To be valid, a form of proxy, duly signed and completed together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), must be lodged with Tricor Tengis Limited, the branch share registrar of the Company in Hong Kong (“Registrar”), at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the SGM or its adjourned meeting (as the case may be) and in default, the proxy will not be treated as valid. Completion and return of the form of proxy shall not preclude Members from attending in person and voting at the SGM or its adjourned meeting (as the case may be) should they so wish. In that event, the said form(s) of proxy shall be deemed to be revoked.
The contact phone number of the Registrar is (852) 2980 1333.
3. To ascertain the entitlements to attend and vote at the SGM, Members must lodge the relevant transfer document(s) and share certificate(s) at the office of the Registrar no later than 4:30 p.m. on Thursday, 2 August 2018 for registration.
4. Where there are joint registered holders of any Shares, any one of such joint holders may attend and vote at the SGM or its adjourned meeting (as the case may be), either in person or by proxy, in respect of such Shares as if he/she/it were solely entitled thereto. However, if more than one of such joint holders are present at the SGM or its adjourned meeting (as the case may be) personally or by proxy, then one of such holders so present whose name stands first in the register/branch register of Members in respect of such Shares shall alone be entitled to vote in respect thereof.
5. In compliance with Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Stock Exchange”), voting on the resolution proposed in the Notice shall be decided by way of a poll at the SGM.
6. If a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a “black” rainstorm warning signal is expected to be in force at any time after 7:30 a.m. on the date of the SGM, the SGM will be postponed. The Company will post an announcement on the respective websites of the Company (www.esun.com) and the Stock Exchange (www.hkexnews.hk) to notify Members of the date, time and venue of the rescheduled SGM.
If a tropical cyclone warning signal No. 8 or above or a “black” rainstorm warning signal is lowered or cancelled at or before 7:30 a.m. on the date of the SGM and where conditions permit, the SGM will be held as scheduled. The SGM will be held as scheduled when an amber or red rainstorm warning signal is in force.
Having considered their own situations, Members should decide on their own whether they would attend the SGM under a bad weather condition and if they do so, they are advised to exercise care and caution.
7. Members are advised to read the circular of the Company dated 23 July 2018 which contains information concerning the resolution to be proposed in the SGM.
