CIRCULARS: MAJOR DISPOSAL AND CONNECTED TRANSACTION - SALE AND PURCHASE AGREEMENT IN RELATION TO 20% INTEREST IN A TARGET COMPANY AND NOTICE OF SPECIAL GENERAL MEETING

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 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 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)

MAJOR DISPOSAL AND CONNECTED TRANSACTION

SALE AND PURCHASE AGREEMENT IN RELATION TO

20% INTEREST IN A TARGET COMPANY

AND

NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

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 8 to 19 of this circular. A letter from the Independent Board Committee is set out on page 20 of this circular. A letter from Red Sun Capital Limited, the Independent Financial Adviser, to the Independent Board Committee and the Independent Shareholders, is set out on pages 21 to 46 of this circular.

A notice convening the SGM to be held at Grand Ballroom 5, Level B, Hong Kong Ocean Park Marriott Hotel, 180 Wong Chuk Hang Road, Aberdeen, Hong Kong on Friday, 20 September 2019 at 9:00 a.m. is set out on pages 118 and 119 of this circular.

Shareholders are advised to read the Notice of SGM and if you are not able to attend 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 54, 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.

30 August 2019

		TABLE OF CONTENTS
			Page
DEFINITIONS.........................................................................................................................		1
LETTER FROM THE BOARD.............................................................................................	8
LETTER FROM THE INDEPENDENT BOARD COMMITTEE....................................	20
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER....................................	21
APPENDIX I  -  FINANCIAL INFORMATION OF THE GROUP............................	47
APPENDIX II	-	MANAGEMENT DISCUSSION
		AND ANALYSIS OF THE GROUP.............................................	52
APPENDIX III	-	PROPERTY VALUATION REPORT
		OF THE TARGET GROUP..........................................................	85
APPENDIX IV	-	BUSINESS VALUATION REPORT
		OF THE TARGET GROUP..........................................................	97
APPENDIX V	-	GENERAL INFORMATION............................................................	107
NOTICE OF SGM...................................................................................................................	118
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.

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DEFINITIONS

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

"associate(s)"	has the meaning ascribed to it under the Listing Rules;
"Board"	the board of Directors;
"business day"	a day (other than a Saturday or a Sunday or a public holiday)
	on which licensed banks in Hong Kong are generally open for
	normal banking business;
"chief executive"	has the meaning ascribed to it under the Listing Rules;
"Chinese Government"	the government of the PRC;
"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);
"Completion"	completion of the sale and purchase of the Sale Shares in
	accordance with the provisions of the Sale and Purchase
	Agreement;
"Conditions"	conditions precedent to the Sale and Purchase Agreement
	which must be fully satisfied in order for Completion to take
	place;
"connected person(s)"	has the meaning ascribed to it under the Listing Rules;
"Consideration"	the amount payable under the Sale and Purchase Agreement as
	consideration for the Sale Shares in the amount of HK$557.25
	million;
"Cost-sharing Agreements"	collectively, the Laisun Creative Culture Cost-sharing Agreement,
	Novotown Creative Culture Cost-sharing Agreement, and
	Novotown Entertainment Cost-sharing Agreement, of which the
	details are set out in the announcement of Lai Fung dated 16 July
	2019;
"Deed of Conditional Waiver"	the deed of conditional waiver dated 30 October 2012 and
	executed by Lai Fung in favour of LSG and LSD (as
	supplemented by the supplemental deeds dated 19 November
	2012 and 8 March 2019 executed by Lai Fung), details of
	which are summarised in the Company's circulars dated 1
	December 2012 and 19 March 2019, respectively;

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	DEFINITIONS
"Deed of Ratification	the deed of ratification and accession to be executed by LSD
and Accession"	(or its nominee) upon Completion under which LSD (or its
	nominee) agrees to be bound by the Shareholders' Agreement
	as if it is an original party thereto in place of the Seller;
"Director(s)"	the director(s) of the Company;
"Disposal"	the disposal of 20% equity interest in the Target Company
	pursuant to the terms and conditions of the Sale and Purchase
	Agreement;
"Excluded Directors"	Mr. Lam Hau Yin, Lester, Mr. Chew Fook Aun (both executive
	Directors) and Madam U Po Chu (a non-executive Director),
	who abstained from voting on the board resolutions approving
	the Transaction to avoid any conflict of interests;
"GFA"	gross floor area;
"Greater Bay Area"	the Guangdong-HongKong-Macao Greater Bay Area;
"Group"	the Company and its subsidiaries;
"Guarantees"	the guarantees provided by the Company in favour of the
	lending banks to guarantee the payment obligations of the
	Target Group under the banking facilities granted;
"Head Lease Portion 1"	108 rooms of Building 2, No. 2 Pinggong West Road, Nanping
	Science and Technology Industrial Park, Zhuhai City of the
	PRC* (中國珠海市南屏科技工業園屏工西路2號第2棟樓);
"Head Lease Portion 2"	186 rooms of Building 1, No. 2 Pinggong West Road, Nanping
	Science and Technology Industrial Park, Zhuhai City of the
	PRC* (中國珠海市南屏科技工業園屏工西路2號第1棟樓);
"Head Lease Portion 3"	52 rooms of Building 1, No. 2 Pinggong West Road, Nanping
	Science and Technology Industrial Park, Zhuhai City of the
	PRC* (中國珠海市南屏科技工業園屏工西路2號第1棟樓);
"Head Lease Premises"	collectively, Head Lease Portion 1, Head Lease Portion 2,
	Head Lease Portion 3 and the Potential Head Lease Portions;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC;

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		DEFINITIONS
"Independent Board Committee"	an independent committee of the Board comprising all
		independent non-executive Directors, established to advise the
		Independent Shareholders in respect of the Transaction;
"Independent Financial Adviser"	Red Sun Capital Limited, a corporation licensed to carry
		out Type 1 (dealing in securities) and Type 6 (advising on
		corporate finance) regulated activities as defined under the
		SFO, being the independent financial adviser appointed to
		advise the Independent Board Committee and the Independent
		Shareholders in respect of the Transaction;
"Independent Shareholders"	the Shareholders who do not have any material interest in the
		Transaction and who are not required to abstain from voting on
		resolution(s) approving the Transaction at the SGM pursuant to
		the Listing Rules;
"Lai Fung"	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 the Stock Exchange (Stock Code: 1125);
"Lai Fung Announcements"	the announcements of Lai Fung dated 16 July 2019 and 23 July
		2019 regarding the continuing connected transactions under the
		Property Management Services Agreements and Cost-sharing
		Agreements;
"Lai Fung Board"	the board of directors of Lai Fung, consisting of the directors
		of Lai Fung;
"Lai Fung Group"	Lai Fung and its subsidiaries;
"Laisun Creative Culture"	珠海橫琴麗新文創天地有限公司 (Zhuhai Hengqin Laisun
		Creative Culture City Co., Ltd.*), a company established in
		the PRC with limited liability and an indirect wholly-owned
		subsidiary of the Target Company;
"Laisun Creative Culture	the agreement entered into between Laisun Creative Culture
	Cost-sharing Agreement"	and Novotown Business Management on 16 July 2019 in
		relation to the cost-sharing arrangement, of which details are
		set out in the announcement of Lai Fung dated 16 July 2019;
"Laisun Creative Culture	the agreement entered into between Laisun Creative Culture
	Property Management	and Novotown Business Management on 23 July 2019 in
	Services Agreement"	relation to the provision of property management services,
		of which details are set out in the announcement of Lai Fung
		dated 23 July 2019;

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