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Circular Is Important and Requires Your Immediate Attention

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Circular Is Important and Requires Your Immediate Attention THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in eSun Holdings Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser(s), or the transferee(s) or to the licensed securities dealer or other 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). This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company. 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) POSSIBLE VERY SUBSTANTIAL ACQUISITION AND NOTICE OF SPECIAL GENERAL MEETING Capitalised terms used in the lower portion of this cover page shall 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 7 to 23 of this circular. A notice convening the SGM to be held at Harbour View Room I, 3rd Floor, The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Friday, 11 May 2012 at 11:00 a.m. is set out on pages 160 and 161 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 any adjournment thereof in person but wish to exercise your rights as a Shareholder, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish. 24 April 2012 TABLE OF CONTENTS Page Definitions ...................................................................................................................................... 1 Letter from the Board .................................................................................................................. 7 Appendix I — Financial information of the Group.................................................. 24 Appendix II — Financial information of the Lai Fung Group ................................ 67 Appendix III — Unaudited pro forma financial information of the Enlarged Group .................................................................... 119 Appendix IV — General information............................................................................ 148 Notice of the SGM......................................................................................................................... 160 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 “http://www.esun.com” and Hong Kong Exchanges and Clearing Limited at “http://www.hkexnews.hk”. DEFINITIONS Unless the context otherwise requires, terms used in this circular shall have the following respective meanings: “acting in concert” has the meaning ascribed to it under the Takeovers Code “Announcement” the announcement dated 27 February 2012 jointly issued by the Company and Lai Fung in relation to, among other things, the Open Offer, the absence of excess application arrangement for the Offer Shares, the Whitewash Waiver and the Underwriting Agreement “Application Form” the form of application for the Offer Shares to be sent to the Qualifying Shareholders in respect of their assured entitlements in connection with the Open Offer “associate(s)” has the meaning ascribed to it under the Listing Rules or the Hong Kong Financial Reporting Standards (as the case may be) “Board” the board of Directors “Business Day” means any day (other than a Saturday or Sunday, or a day on which a tropical cyclone warning signal numbered 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 licensed banks in Hong Kong are open for business and the Stock Exchange is open for the business of dealing in securities “Capital Increase” the proposed increase of the authorised share capital of Lai Fung from HK$1,200,000,000 comprising 12,000,000,000 Lai Fung Shares, to HK$2,000,000,000 comprising 20,000,000,000 Lai Fung Shares by the creation of an additional 8,000,000,000 Lai Fung Shares “CIMB” CIMB Securities (HK) Limited, a licensed corporation to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser appointed by Lai Fung for the purpose of advising the Lai Fung Independent Board Committee and the Lai Fung Independent Shareholders on the terms of the Open Offer, the absence of excess application arrangement for the Offer Shares and the Whitewash Waiver – 1 – DEFINITIONS “CL” CapitaLand LF (Cayman) Holdings Co., Ltd., a company incorporated in the Cayman Islands, a substantial shareholder of Lai Fung which is beneficially interested in 1,610,000,000 Lai Fung Shares, representing about 20% of the existing issued share capital of Lai Fung, as at the Latest Practicable Date “CL Undertaken Shares” the 1,610,000,000 Offer Shares representing the assured entitlements of CL (or its nominees) that CL has agreed to subscribe or procure to be subscribed pursuant to the CL Undertaking, on account of the 1,610,000,000 Lai Fung Shares beneficially owned by CL as at the date of the Underwriting Agreement “CL Undertaking” a written undertaking from CL in favour of Lai Fung and the Company dated 27 February 2012 under which CL has undertaken to, inter alia, take up (or procure to be taken up) all the CL Undertaken Shares under the Open Offer “Companies Ordinance” the Companies Ordinance, Chapter 32 of the laws of Hong Kong “Company”/“eSun” eSun Holdings Limited, an exempted company incorporated in Bermuda with limited liability and registered in Hong Kong under Part XI of the Companies Ordinance, the issued shares of which are listed and traded on the Main Board of the Stock Exchange (Stock Code: 571) “Concert Group” the Company and the parties acting in concert with it “controlling shareholder” has the meaning ascribed to it under the Listing Rules “Directors” the directors of the Company “Enlarged Group” the Group and the Lai Fung Group “Excluded Shareholders” the Overseas Shareholder(s) whom the Lai Fung Board, based on legal opinion(s) or advice provided or to be provided by legal advisers to Lai Fung, after making reasonable enquiries, on account either of the legal restrictions under the laws of the relevant jurisdiction or requirements of the relevant regulatory body or stock exchange in that jurisdiction, considers it necessary or expedient not to offer the Offer Shares “Executive” the executive director of the corporate finance division of the SFC or any delegate of the executive director – 2 – DEFINITIONS “Final Acceptance Date” 5 June 2012 (or such other time or date as the Company and Lai Fung may agree in writing) and described as the latest time and date for acceptance of and payment for the Offer Shares in the Prospectus Documents “GEM” the Growth Enterprise Market of the Stock Exchange “Group”/“eSun Group” the Company and its subsidiaries from time to time “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Lai Fung” Lai Fung Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability and registered in Hong Kong under Part XI of the Companies Ordinance, 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 Lai Fung Directors “Lai Fung Directors” the directors of Lai Fung “Lai Fung EGM” an extraordinary general meeting of Lai Fung to be convened and held to consider and, if thought fit, approve the Capital Increase, the Open Offer (including the absence of excess application arrangement for the Offer Shares) and the Whitewash Waiver as described in the Announcement “Lai Fung EGM Circular” a circular containing details of the Capital Increase, the Open Offer (including the absence of excess application arrangements for the Offer Shares), the Whitewash Waiver (which shall include the letter from the Lai Fung Independent Board Committee and the letter from the Lai Fung IFA) and a notice convening the Lai Fung EGM to be despatched to the Lai Fung Shareholders “Lai Fung Group” Lai Fung and its subsidiaries from time
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