Major and Connected Transaction: Disposal of Interest in Jeanswest International (L) Limited; Continuing Connected Transactions: Supply of Apparel Products and Accessories; and Notice of Special General Meeting

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 dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Glorious Sun Enterprises Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or registered dealer in securities 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.

GLORIOUS SUN ENTERPRISES LIMITED

旭 日 企 業 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 393)

MAJOR AND CONNECTED TRANSACTION DISPOSAL OF INTEREST IN JEANSWEST INTERNATIONAL (L) LIMITED CONTINUING CONNECTED TRANSACTIONS SUPPLY OF APPAREL PRODUCTS AND ACCESSORIES AND NOTICE OF SPECIAL GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

YU MING INVESTMENT MANAGEMENT LIMITED

禹 銘 投 資 管 理 有 限 公 司

A letter from the Board is set out on pages 4 to 15 of this circular. A letter from the Independent Board Committee is set out on pages IBC-1 to IBC-2 of this circular. A letter from Yu Ming Investment Management Limited, the Independent Financial Adviser, containing its recommendations to the Independent Board Committee and the Independent Shareholders is set out on pages IFA-1 to IFA-15 of this circular.

The SGM of the Company will be held at Dynasty II, 7th Floor, The Dynasty Club Limited, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Friday, 2 June 2017 at 2:30 p.m.. A notice convening the SGM is set out on pages SGM-1 to SGM-3 of this circular.

A form of proxy for the SGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are advised to read the notice and to complete and return the enclosed form of proxy, in accordance with the instructions printed thereon, to the Company's principal place of business at 38/F., One Kowloon, 1 Wang Yuen Street, Kowloon Bay, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the SGM or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or at any adjourned meeting thereof should you so wish.

12 May 2017

Pages

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . . . . IBC-1 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . . . . . IFA-1 APPENDIX I - FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . . . . I-1 APPENDIX II - GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1 NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SGM-1

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

"A$" Australian dollars, the lawful currency of Australia

"Announcement" the announcement of the Company dated 6 April 2017 in respect of the

Sale and Purchase Agreement and the transactions contemplated thereunder, and the Master Supply Agreement and the transactions contemplated thereunder (including the Caps)

"associate(s)", "connected person(s)", "substantial shareholder(s)", "subsidiary(ies)"

each has the meaning ascribed to it in the Listing Rules

"Board" the board of Directors

"Cap(s)" the maximum aggregate amount of sales to be made by the Group to the Target Group for each year/period under the Master Supply Agreement (as amended by the Supplemental Master Supply Agreement)

"Company" Glorious Sun Enterprises Limited 旭日企業有限公司, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

"Completion" completion of the Disposal

"Consideration" HK$220,000,000, being the consideration payable by the Purchaser to

the Vendor pursuant to the Sale and Purchase Agreement

"Directors" directors of the Company

"Disposal" the disposal of the Sale Share and the Sale Loan by the Vendor to the Purchaser pursuant to the Sale and Purchase Agreement

"Group" the Company and its subsidiaries, and shall not include the Target Group after Completion

"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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"Independent Board Committee"

an independent committee of the Board advising the Independent Shareholders in respect of the Sale and Purchase Agreement and the transactions contemplated thereunder, and the Master Supply Agreement and the transactions contemplated thereunder (including the Caps), comprising Mr. Lau Hon Chuen, Ambrose, GBS, JP, Dr. Chung Shui Ming, Timpson, GBS, JP, Mr. Wong Man Kong, Peter, BBS, JP and Dr. Lam Lee G., all being independent non-executive Directors

"Independent Financial Adviser"

Yu Ming Investment Management Limited, a licensed corporation to carry out Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

"Independent Shareholders" Shareholders other than Dr. Charles Yeung and Mr. Yeung Chun Fan

and their respective associates

"Latest Practicable Date" 9 May 2017, 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

"Master Supply Agreement" the master agreement dated 6 April 2017 between the Company and the

Target Company in respect of the supply of apparel products and accessories to the Target Group by the Group (as amended by the Supplemental Master Supply Agreement)

"PRC" The People's Republic of China

"Purchaser" Howsea Limited, a company incorporated in Hong Kong with limited liability and a company owned by Dr. Charles Yeung and Mr. Yeung Chun Fan

"RMB" Renminbi, the lawful currency of the PRC

"Sale and Purchase Agreement"

the sale and purchase agreement dated 6 April 2017 between the Vendor and the Purchaser in respect of the Disposal

"Sale Loan" HK$174,000,000, being the total amount owing from the Target Company to the Vendor as at Completion, which is non-interest bearing, unsecured and repayable on demand

"Sale Share" 1 share of US$1.00 in the issued share capital of the Target Company

"SFO" the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

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