IRC Limited — M&A Activity 2018

Jul 13, 2018

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

This joint announcement appears for information purposes only and is not intended to and does not constitute, or form part of, any offer to purchase or subscribe for or an invitation to purchase or subscribe for any securities of LSD, eSun or Lai Fung or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities of LSD, eSun or Lai Fung in any jurisdiction in contravention of applicable law or regulation.

(Stock Code: 488)

Transtrend Holdings Limited

(Incorporated in Hong Kong with limited liability)

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(Stock Code: 1125)

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JOINT ANNOUNCEMENT

PROGRESS UPDATE

(1) CONDITIONAL VOLUNTARY GENERAL CASH OFFER BY HSBC ON BEHALF OF THE OFFEROR, A WHOLLY-OWNED SUBSIDIARY OF LSD, TO ACQUIRE ALL OF THE ISSUED SHARES OF eSUN (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY LSD, THE OFFEROR OR THEIR RESPECTIVE SUBSIDIARIES) AND TO CANCEL ALL THE OUTSTANDING SHARE OPTIONS OF eSUN

(2) POSSIBLE UNCONDITIONAL MANDATORY GENERAL CASH OFFER BY HSBC ON BEHALF OF THE OFFEROR, A WHOLLY-OWNED SUBSIDIARY OF LSD, TO ACQUIRE ALL OF THE ISSUED SHARES OF LAI FUNG (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY LSD, THE OFFEROR, eSUN OR THEIR RESPECTIVE SUBSIDIARIES) AND TO CANCEL ALL THE OUTSTANDING SHARE OPTIONS OF LAI FUNG

Financial Adviser to LSD and the Offeror

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INTRODUCTION

Reference is made to the joint announcement dated 27 May 2018 (the “ Joint Announcement ”) published by Lai Sun Garment (International) Limited, Lai Sun Development Company Limited (“ LSD ”), Transtrend Holdings Limited (the “ Offeror ”), eSun Holdings Limited (“ eSun ”) and Lai Fung Holdings Limited (“ Lai Fung ”) in respect of, among others, (1) a conditional voluntary general cash offer to be made by The Hongkong and Shanghai Banking Corporation Limited (“ HSBC ”) on behalf of the Offeror, a wholly-owned subsidiary of LSD, to acquire all of the issued shares of eSun (other than those already owned or agreed to be acquired by LSD, the Offeror or their respective subsidiaries) and to cancel all the outstanding share options of eSun and (2) the possible unconditional mandatory general cash offer to be made by HSBC on behalf of the Offeror, a wholly-owned subsidiary of LSD, to acquire all of the issued shares of Lai Fung (other than those already owned or agreed to be acquired by LSD, the Offeror, eSun or their respective subsidiaries) and to cancel all the outstanding share options of Lai Fung; and the joint announcement issued by LSD, the Offeror, eSun and Lai Fung on 15 June 2018 (the “ Extension Announcement ”) in relation to the extension of time for despatch of the eSun Composite Document and the Lai Fung Composite Document. Unless otherwise defined herein, capitalised terms used herein shall have the meanings ascribed to them in the Joint Announcement.

PROGRESS UPDATE ON THE eSUN OFFERS

The eSun Offers are subject to the Conditions being fulfilled or waived. LSD, the Offeror and eSun have been working towards the satisfaction of the Conditions and the preparation of the eSun Composite Document. Additional time is also required to prepare the opinion of the independent financial adviser to the eSun Independent Board Committee pursuant to Rule 2.1 of the Takeovers Code and the property valuation report for the properties of eSun pursuant to Rule 11 of the Takeovers Code to be included in the eSun Composite Document.

Further announcement(s) will be made by LSD, the Offeror and eSun upon the fulfilment or waiver of the Conditions as and when appropriate.

As stated in the Extension Announcement, an application was made to the Executive and the Executive has granted its consent to extending the latest time for the despatch of the eSun Composite Document to 23 July 2018.

PROGRESS UPDATE ON THE LAI FUNG OFFERS

The Lai Fung Offers will only be triggered upon the eSun Share Offer becoming unconditional or being declared unconditional in all respects. Accordingly, the Lai Fung Offers are subject to the pre-condition of the eSun Share Offer becoming or being declared unconditional in all respects. Please see above for the progress update on the eSun Offers.

Further announcement(s) will be made by LSD, the Offeror and Lai Fung as and when appropriate.

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As stated in the Extension Announcement, an application was made to the Executive and the Executive has granted its consent to extending the latest time for the despatch of the Lai Fung Composite Document to a date falling within seven days of the eSun Share Offer becoming or being declared unconditional in all respects, or 28 September 2018, whichever is the earlier.

By order of the board By order of the board Lai Sun Development Company Limited eSun Holdings Limited Lau Shu Yan, Julius Lui Siu Tsuen, Richard

Executive Director and Chief Executive Officer

Executive Director and Chief Executive Officer

By order of the board Transtrend Holdings Limited Chew Fook Aun

By order of the board

Lai Fung Holdings Limited Chew Fook Aun

Director Chairman

Hong Kong, 13 July 2018

As at the date of this joint announcement:

• (a) the LSD Board comprises four executive directors, namely Dr. Lam Kin Ngok, Peter (Chairman) and Messrs. Chew Fook Aun (Deputy Chairman), Lau Shu Yan, Julius (Chief Executive Officer) and Lam Hau Yin, Lester; two non-executive directors, namely Dr. Lam Kin Ming and Madam U Po Chu; and three independent non-executive directors, namely Messrs. Lam Bing Kwan, Leung Shu Yin, William and Ip Shu Kwan, Stephen.

• (b) the Offeror Board comprises four directors, namely Dr. Lam Kin Ngok, Peter and Messrs. Chew Fook Aun, Lau Shu Yan, Julius and Lam Hau Yin, Lester.

• (c) the eSun Board comprises four executive directors, namely Messrs. Lui Siu Tsuen, Richard (Chief Executive Officer), Chew Fook Aun, Lam Hau Yin, Lester and Yip Chai Tuck; two non-executive directors, namely Madam U Po Chu and Mr. Andrew Y. Yan; and four independent non-executive directors, namely Messrs. Low Chee Keong (Chairman), Lo Kwok Kwei, David and Alfred Donald Yap and Dr. Ng Lai Man, Carmen.

• (d) the Lai Fung Board comprises seven executive directors, namely Mr. Chew Fook Aun (Chairman), Dr. Lam Kin Ming (Deputy Chairman), Mr. Lam Kin Hong, Matthew (Executive Deputy Chairman), Mr. Lam Hau Yin, Lester (Chief Executive Officer), Madam U Po Chu, Mr. Cheng Shin How and Mr. Lee Tze Yan, Ernest; two non-executive directors, namely Mr. Lucas Ignatius Loh Jen Yuh and Mr. Puah Tze Shyang (also alternate to Mr. Lucas Ignatius Loh Jen Yuh); and five independent non-executive directors, namely Messrs. Lam Bing Kwan, Ku Moon Lun, Law Kin Ho, Mak Wing Sum, Alvin and Shek Lai Him, Abraham.

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The LSD Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than information relating to the eSun Group or the Lai Fung Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the eSun Group or the Lai Fung Group) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than information relating to the eSun Group or the Lai Fung Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the eSun Group or the Lai Fung Group) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.

The eSun Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement relating to the eSun Group (other than information relating to the Lai Fung Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement by the eSun Group (other than opinion s expressed by the Lai Fung Group) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.

The Lai Fung Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement relating to the Lai Fung Group and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement by the Lai Fung Group have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.