Glorious Sun Enterprises Limited — Proxy Solicitation & Information Statement 2015

Apr 22, 2015

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this document, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in Glorious Sun Enterprises Limited, you should at once hand this document, together with the accompanying proxy form, to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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

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GLORIOUS SUN ENTERPRISES LIMITED 旭日企業有限公司

(Incorporated in Bermuda with limited liability) (Stock Code: 393)

Executive Directors: Dr. Charles Yeung, SBS, JP (Chairman) Mr. Yeung Chun Fan (Vice-chairman) Mr. Yeung Chun Ho Mr. Pau Sze Kee, Jackson Mr. Hui Chung Shing, Herman, SBS, MH, JP Ms. Cheung Wai Yee Mr. Chan Wing Kan, Archie

Independent non-executive Directors: Mr. Lau Hon Chuen, Ambrose, GBS, JP Dr. Chung Shui Ming, Timpson, GBS, JP Mr. Wong Man Kong, Peter, BBS, JP Dr. Lam Lee G.

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principal Place of Business: 38/F., One Kowloon 1 Wang Yuen Street Kowloon Bay Hong Kong

23 April 2015

To the shareholders of Glorious Sun Enterprises Limited

Dear Sir or Madam,

EXPLANATORY STATEMENT IN RELATION TO THE REPURCHASE MANDATE (AS HEREINAFTER DEFINED)

This is an explanatory statement given to all the shareholders of Glorious Sun Enterprises Limited (the “Shareholders”) (the “Company”) relating to an ordinary resolution to approve the general mandate to repurchase the Company’s securities (the “Repurchase Mandate”) to be proposed at the annual general meeting of the Company to be held on Tuesday, 2 June 2015.

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(A) REPURCHASE MANDATE

(i) Share Capital

As at 16 April 2015, being the latest practicable date (the “Latest Practicable Date”) prior to the printing of this document, the issued share capital of the Company was 1,046,006,000 shares of HK$0.10 each, all of which are fully paid (the “Shares”).

Subject to the passing of the ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the annual general meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 104,600,600 Shares during the course of the period prior to the next annual general meeting.

(ii) Reasons for Repurchases

The Directors believe that it is in the best interests of the Company and its shareholders to seek a general authority from shareholders to enable the Directors to repurchase Shares on the market. Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and its shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the net assets and/or earnings and/or dividend per Share.

(iii) Funding of Repurchases

Repurchases must be funded out of funds which are legally available for the purpose in accordance with the Company’s constitutive documents and Bermuda law, being capital paid up on the purchased Shares or out of the funds of the Company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purpose. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of funds of the Company otherwise available for dividend or distribution or out of the Company’s share premium account. It is envisaged that the funds required for any repurchase would be derived from such sources.

The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. No material adverse impact on the working capital requirements or gearing levels of the Company (as compared with the position disclosed in the audited financial statements for the year ended 31 December 2014 contained in the Company’s 2014 annual report) is anticipated in the event that the Repurchase Mandate is exercised in full.

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(iv) Share Prices

During each of the twelve months preceding the Latest Practicable Date and the period from 1 April 2015 to the Latest Practicable Date, the highest and lowest prices at which the Shares were traded on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) were as follows:–

		Shares
	Highest		Lowest
	HK$		HK$
2014
April	1.81		1.69
May	1.78		1.58
June	1.79		1.60
July	1.80		1.68
August	1.81		1.68
September	1.73		1.67
October	1.70		1.65
November	1.75		1.66
December	1.80		1.60
2015
January	1.72		1.66
February	1.69		1.59
March	1.68		1.54
1 April to the Latest Practicable Date	1.73		1.59

(v) Repurchases of Shares

The Company has repurchased a total of 13,590,000 Shares on the Stock Exchange during the six months preceding the Latest Practicable Date. Details of the repurchases are disclosed as follows:–

		Repurchase Price	Repurchase Price	Repurchase Price
	Number of Shares	Per Shares
Date of Repurchase	Repurchased	Highest	Lowest
		HK$		HK$
16 October 2014	42,000	1.65		1.65
20 October 2014	46,000	1.68		1.68
21 October 2014	100,000	1.68		1.68
30 October 2014	42,000	1.68		1.68
3 November 2014	26,000	1.68		1.68
4 November 2014	4,000	1.68		1.68
5 November 2014	600,000	1.68		1.67
6 November 2014	356,000	1.67		1.67

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		Repurchase Price	Repurchase Price	Repurchase Price
	Number of Shares	Per Shares
Date of Repurchase	Repurchased	Highest	Lowest
		HK$		HK$
7 November 2014	100,000	1.67		1.67
10 November 2014	34,000	1.67		1.67
19 November 2014	150,000	1.68		1.67
20 November 2014	110,000	1.67		1.67
21 November 2014	1,580,000	1.68		1.68
1 December 2014	20,000	1.67		1.67
2 December 2014	38,000	1.67		1.67
22 December 2014	454,000	1.66		1.63
23 December 2014	64,000	1.64		1.63
29 December 2014	340,000	1.66		1.65
30 December 2014	800,000	1.66		1.65
31 December 2014	206,000	1.66		1.66
8 January 2015	300,000	1.68		1.68
13 January 2015	14,000	1.67		1.67
20 January 2015	230,000	1.67		1.62
21 January 2015	100,000	1.67		1.67
29 January 2015	8,000	1.67		1.67
3 February 2015	28,000	1.67		1.67
4 February 2015	430,000	1.67		1.66
5 February 2015	24,000	1.66		1.66
6 February 2015	20,000	1.67		1.67
11 February 2015	250,000	1.66		1.65
13 February 2015	82,000	1.66		1.65
26 March 2015	2,182,000	1.60		1.57
27 March 2015	1,384,000	1.61		1.60
30 March 2015	464,000	1.60		1.59
31 March 2015	300,000	1.60		1.59
1 April 2015	500,000	1.59		1.59
2 April 2015	358,000	1.59		1.59
8 April 2015	200,000	1.60		1.60
9 April 2015	800,000	1.63		1.63
10 April 2015	404,000	1.65		1.65
15 April 2015	400,000	1.68		1.66

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(vi) General

None of the Directors or, to the best of their knowledge having made all reasonable enquires, their close associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if it is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”), the memorandum of association and bye-laws of the Company and the laws of Bermuda.

If as a result of a repurchase of Shares a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Hong Kong Code on Takeovers and Mergers (the “Takeover Code”). As a result, a shareholder or a group of shareholders acting in concert depending on the level of increase of shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeover Code. The Directors are not aware of any shareholder or a group of shareholders acting in concert, who may become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeover Code as a result of the Directors exercising the power to repurchase Shares pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, Dr. Charles Yeung, SBS, JP, Mr. Yeung Chun Fan and Mr. Yeung Chun Ho, all are the Directors, together with parties acting in concert with them were beneficially interested in 622,242,000 Shares representing 59.49 per cent. of the issued capital of the Company. On the basis that no further Shares are to be issued, a full exercise of the Repurchase Mandate by the Directors would result in Mr. Charles Yeung, Mr. Yeung Chun Fan and Mr. Yeung Chun Ho together with parties acting in concert with them in aggregate holding approximately 66.10 per cent. of the issued capital of the Company. Accordingly, the Directors are not aware of any consequences which would arise under the Takeover Code as a consequence of any repurchases made pursuant to the Repurchase Mandate.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Company is authorised to make repurchases of Shares.

(B) RECOMMENDATION

The Directors consider that the approval of Repurchase Mandate is in the best interests of the Company and its shareholders. Accordingly, the Directors recommend that the Shareholders should vote in favour of the ordinary resolution relating to the Repurchase Mandate to be proposed at the annual general meeting of the Company.

Yours faithfully,

Dr. Charles Yeung, SBS, JP Chairman

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