Esprit : Circular relating to the Proposals for General Mandates to Repurchase Shares and to Issue Shares, Refreshment of Annual Limit under the Share Award Scheme, Re-election/election of Directors

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the proposals referred to in this circular or as to the action you should take, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or otherwise transferred all your shares in Esprit Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

(Incorporated in Bermuda with limited liability)

Stock Code: 00330

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES,

REFRESHMENT OF ANNUAL LIMIT UNDER THE SHARE AWARD SCHEME, RE-ELECTION/ELECTION OF DIRECTORS, ADOPTION OF NEW BYE-LAWS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Wednesday, 29 June 2022 at 3:30 pm or any adjournment of the meeting is set out on pages 72 to 77 of this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy enclosed with this circular in accordance with the instructions printed on it and return it, together with the power of attorney or other authority (if any) under which the form of proxy is signed or a certified copy of such power of attorney or authority, to the Company's branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Annual General Meeting or any adjourned meeting thereof (as the case may be). You may also submit your form of proxy electronically by scanning the QR code or visiting the designated URL (https://spot-emeeting.tricor.hk), through using the username and password provided on the notification letter dated 28 April 2022 sent to you by the Company. Completion and return of the form of proxy shall not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting thereof (as the case may be) if you so wish, and in such event, your appointment of proxy under any form of proxy shall be deemed to be revoked.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong and related change of legal restrictions or requirements, the Company may be required to change the Annual General Meeting arrangements at short notice. As at the Latest Practicable Date, it is not certain as to whether the group gathering restrictions and related legal requirements and policies will continue to apply on the date of the Annual General Meeting, and those restrictions, requirements and policies may still have a significant impact on the Annual General Meeting arrangements on that date. Even if, after the Latest Practicable Date and before the Annual General Meeting date, the current restrictions might have changed. Shareholders should check the website of the Company atwww.espritholdings.comfor future announcements and updates on the Annual General Meeting arrangements that may be issued.

Hong Kong, 28 April 2022

CONTENTS
Page
DEFINITIONS ...........................................................	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
GRANTING OF THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
GRANTING OF THE ISSUE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
REFRESHMENT OF ANNUAL LIMIT UNDER THE SHARE AWARD SCHEME . . . . .	6
RE-ELECTION/ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
ADOPTION OF NEW BYE-LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
RECOMMENDATIONS .................................................	9
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I - EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE .	10
APPENDIX II - PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION/
ELECTION .............................................	13
APPENDIX III - AMENDMENTS BROUGHT ABOUT BY THE NEW BYE-LAWS ....	17
NOTICE OF ANNUAL GENERAL MEETING ..................................	72
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING .........	78
−i−

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

"Annual General Meeting" or

"AGM"

the annual general meeting of the Company to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Wednesday, 29 June 2022 at 3:30 pm, or any adjournment thereof

"AGM Notice"

the notice convening the AGM set out on pages 72 to 77 of this circular

"Annual Limit"

a limit equal to 3% of the Company's issued share capital as at the date of the AGM as the maximum number of Awarded Shares to be awarded under the Share Award Scheme from the date of the AGM up to the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by its Bye-laws or any applicable law to be held; and (iii) the revocation or variation of the approval by members of the Company in general meeting subject to refreshment annually

"associates"

has the meaning ascribed to it under the Listing Rules

"Award"

an award of Awarded Shares to Selected Grantee(s) pursuant to the Share Award Scheme

"Awarded Shares"

those Awarded Shares to be awarded to the Selected Grantee(s) pursuant to the terms and conditions of the Share Award Scheme

"Board"

the board of Directors

"Bye-laws"

the existing bye-laws of the Company, as amended from time to time

"Company"

Esprit Holdings Limited, a company incorporated in Bermuda with limited liability, the securities of which are listed on the main board of the Stock Exchange

"controlling shareholder(s)"

"Director(s)"

has the meaning ascribed to it under the Listing Rules director(s) of the Company

"Eligible Participant(s)"

any employee (whether full time or part time), consultant, executive or officers, directors (including any executive director, non-executive director and independent non-executive director) and senior management of any member of the Group, who, in the sole discretion of the Board, has contributed or may contribute to the growth and development of the Group

"Excluded Participant"

"Group"

any Eligible Participant who is resident in a place where the award of the Awarded Shares and/or the vesting of the Awarded Shares pursuant to the terms of the Share Award Scheme is not permitted under the laws or regulations of such place or where in the view of the Board, compliance with applicable laws or regulations in such place makes it necessary or expedient to exclude such Eligible Participant the Company and its subsidiaries

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"

Hong Kong Special Administrative Region of the People's Republic of China

"Issue Mandate"

a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot and issue Shares set out as resolution no. 5 in the AGM Notice

"Latest Practicable Date"

20 April 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information included in this circular

"Listing Rules"

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

"Member(s)" or "Shareholder(s)"

duly registered holder(s) of Shares

"New Bye-laws"

the amended and restated bye-laws of the Company to be considered and approved for adoption by the Shareholders at the AGM incorporating and consolidating all the proposed changes to the Bye-laws as set out in Appendix III to this circular

"Repurchase Mandate"

a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares set out as resolution no. 4 in the AGM Notice

"Selected Grantee(s)"

Eligible Participant(s) (excluding any Excluded Participant) selected by the Board (at its absolute discretion) to participate in the Share Award Scheme subject to the terms and conditions as the Board may determine

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)"

ordinary share(s) in the capital of the Company with a par value of HK$0.10 each

DEFINITIONS
"Share Award Scheme"	the share award scheme of the Company adopted at a special
general meeting of the Company held on 6 July 2021
"Specific Mandate"	the specific mandate to be sought from the Shareholders at
the AGM authorising the Board to issue and allot new Shares
up to the Annual Limit of the Share Award Scheme, being
84,924,520 new Shares assuming no change in the issued
share capital of the Company between the Latest Practicable
Date and the date of the AGM
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"Takeovers Code"	the Codes on Takeovers and Mergers and Share Buy-backs
issued by the Securities and Futures Commission in Hong
Kong
"%"	per cent.

In the event of any inconsistency, the English text of this circular, the AGM Notice and the accompanying form of proxy shall prevail over the Chinese text.

Reference to times and dates in this circular are to Hong Kong times and dates.