GLORIOUS SUN ENTERPRISES LIMITED 旭日企業有限公司 (Incorporated in Bermuda with Limited Liability) (Stock Code: 393)

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 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 GLORIOUS SUN PRODUCTION (BVI) LIMITED 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 12 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-20 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 Tuesday, 13 November 2018 at 3:30 p.m. A notice convening the SGM is set out on pages SGM-1 to SGM-2 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 share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, 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. 4 October 2018 CONTENTS

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 IIA – PROPERTY VALUATION REPORT ...... IIA-1

APPENDIX IIB – PROPERTY VALUATION REPORT ...... IIB-1

APPENDIX III – GENERAL INFORMATION ...... III-1

NOTICE OF SPECIAL GENERAL MEETING ...... SGM-1 DEFINITIONS

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

“Announcement” the announcement of the Company dated 3 August 2018 in respect of the Sale and Purchase Agreement and the transactions contemplated thereunder

“associate(s)”, “connected each has the meaning ascribed to it in the Listing Rules person(s)”, “substantial shareholder(s)”, “subsidiary(ies)”

“Board” the board of Directors

“Changhong” 石家莊常宏建築裝飾工程有限公司 (Shijiazhuang Changhong Building Decoration Engineering Company Limited*), a company established under the laws of the PRC with limited liability and a subsidiary of the Company

“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$800,000,000, being the consideration payable by the Purchaser to the Vendor pursuant to the Sale and Purchase Agreement

“Directors” the directors of the Company

“Disposal” the disposal of the Sale Shares 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 People’s Republic of China

“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, 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

1 DEFINITIONS

“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 SFO and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Disposal

“Independent Shareholders” Shareholders other than Dr. Charles Yeung, Mr. Yeung Chun Fan and their respective associates

“Latest Practicable Date” 28 September 2018, 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

“OBOR Countries” countries participating in the “One Belt One Road” Initiative as introduced by President Xi Jinping, President of the PRC, in November 2014

“PRC” the People’s Republic of China (for the purpose of this circular, excluding Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan)

“Purchaser” Gantin Limited 景添有限公司, 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 3 August 2018 between the Vendor and the Purchaser in respect of the Disposal

“Sale Shares” 3 shares of US$1.00 each in the issued share capital of Target Company, being the entire issued share capital of the Target Company

“SFO” The Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

“SGM” the special general meeting of the Company to be convened to approve, amongst others, the Sale and Purchase Agreement and the transactions contemplated thereunder

2 DEFINITIONS

“Shareholders” the shareholders of the Company

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Target Company” Glorious Sun Production (BVI) Limited, a company incorporated in the British Virgin Islands with limited liability

“Target Group” the Target Company and its subsidiaries

“US$” United States dollars, the lawful currency of the United States of America

“Vendor” Glorious Sun Enterprises (BVI) Limited, a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of the Company

“%” per cent.

* for identification purpose only.

For the purpose of this circular, the exchange rate at HK$1 = RMB0.835 has been used for illustrative purpose only and does not constitute a representation that any amount has been, could have been or may be exchanged at such rate.

3 LETTER FROM THE BOARD

GLORIOUS SUN ENTERPRISES LIMITED 旭日企業有限公司 (Incorporated in Bermuda with limited liability) (Stock Code: 393)

Board: Registered Office: Executive Directors: Clarendon House Dr. Charles Yeung, GBS, JP (Chairman) 2 Church Street Mr. Yeung Chun Fan (Vice-chairman) Hamilton HM11 Mr. Pau Sze Kee, Jackson Bermuda Mr. Hui Chung Shing, Herman, SBS, MH, JP Ms. Cheung Wai Yee Head Office and Principal Place Mr. Chan Wing Kan, Archie of Business in Hong Kong: Ms. Yeung Yin Chi, Jennifer 38/F., One Kowloon 1 Wang Yuen Street Independent non-executive Directors: Kowloon Bay Mr. Lau Hon Chuen, Ambrose, GBS, JP Hong Kong Dr. Chung Shui Ming, Timpson, GBS, JP Mr. Wong Man Kong, Peter, BBS, JP Dr. Lam Lee G. 4 October 2018

To the Shareholders

Dear Sir or Madam,

MAJOR AND CONNECTED TRANSACTION DISPOSAL OF INTEREST IN GLORIOUS SUN PRODUCTION (BVI) LIMITED AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement of the Company dated 3 August 2018 in respect of the Sale and Purchase Agreement and the transactions contemplated thereunder.

4 LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things, (i) further information on the Sale and Purchase Agreement and the transactions contemplated thereunder; (ii) the recommendations from the Independent Board Committee on the Sale and Purchase Agreement and the transactions contemplated thereunder; (iii) the advice from the Independent Financial Adviser on the Sale and Purchase Agreement and the transactions contemplated thereunder; and (iv) a notice for convening the SGM (to consider and, if thought fit, to approve the Sale and Purchase Agreement and the transactions contemplated thereunder).

On 3 August 2018, the Group (through a wholly-owned subsidiary of the Company) entered into the Sale and Purchase Agreement to dispose of its entire interest in the Target Company to the Purchaser, a company owned by Dr. Charles Yeung and Mr. Yeung Chun Fan (Directors and substantial shareholders of the Company) at a consideration of HK$800,000,000, details of which are set out below.

THE SALE AND PURCHASE AGREEMENT

Date

3 August 2018

Parties

(a) the Vendor, a wholly-owned subsidiary of the Company

(b) the Purchaser, a company owned by Dr. Charles Yeung and Mr. Yeung Chun Fan

Assets to be sold

The Sale Shares, representing 100% of the total issued share capital in the Target Company.

Consideration

The Consideration of HK$800,000,000 for the Sale Shares will be settled in cash at Completion.

The Consideration has been determined after arm’s length negotiations between the parties with reference to the unaudited consolidated net assets of the Target Group as at 31 May 2018 of HK$768,667,000 as prepared in accordance with the Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and a negotiated premium achieving satisfactory disposal gain for the Group.

5 LETTER FROM THE BOARD

Conditions Precedent

Completion is conditional upon the fulfillment or waiver of following conditions on or before 31 December 2018 (or such other date as may be agreed between the Vendor and the Purchaser):

(a) the Independent Shareholders having approved the Sale and Purchase Agreement and the transactions contemplated thereunder at the SGM;

(b) the Vendor and/or the Company obtaining all necessary consents, approvals, clearances and authorisations of any relevant regulatory authorities in Hong Kong (including the Stock Exchange) or other relevant third parties in Hong Kong as required for the transactions contemplated under the Sale and Purchase Agreement; and

(c) the warranties in the Sale and Purchase Agreement remaining true and accurate in all material respects as at the date of the Sale and Purchase Agreement and as at Completion.

Save and except for condition (c) above (which may be waived at the discretion of the Purchaser), none of the conditions can be waived.

Completion

Completion shall take place on the eighth business day after all the conditions have been fulfilled or waived, or such other date as the parties may agree in writing.

Upon Completion, the Target Company will cease to be a subsidiary of the Company and the financial results of the Target Group will no longer be consolidated into the Group’s financial statements after Completion.

INFORMATION ON THE TARGET GROUP

The Target Company is an investment holding company incorporated in the British Virgin Islands in 1996. The Target Group is engaged in the retailing business of apparel products and accessories as well as property holding in the PRC. The Target Group has been engaging the Group to provide interior decoration and renovation services.

The unaudited consolidated net assets of the Target Group as at 31 December 2016, 31 December 2017 and 31 May 2018 were approximately HK$791,352,000, HK$782,803,000 and HK$768,667,000 respectively. The unaudited consolidated net profits/(losses) before and after taxation of the Target Group for the financial years ended 31 December 2016 and 2017 and the five months ended 31 May 2018 were as follows:

6 LETTER FROM THE BOARD

For the year For the year For the five ended 31 ended 31 months ended December 2016 December 2017 31 May 2018 Approximately Approximately Approximately

Unaudited consolidated net profits/ (losses) before taxation HK$31,199,000 (HK$50,453,000) (HK$45,320,000)

Unaudited consolidated net profits/ (losses) after taxation HK$66,747,000 (HK$45,096,000) (HK$45,942,000)

Note: The adjusted unaudited consolidated net (losses) before taxation of the Target Group for the financial years ended 31 December 2016 and 2017 (adjusted to exclude one-off non-recurring items of (i) gain on disposal of properties and (ii) change in re-valuation of investment properties) are (HK$42,614,000) and (HK$95,998,000), respectively.

As appraised by the independent property valuer, the aggregated market value of the properties of the Target Group was RMB411,770,000 (equivalent to approximately HK$493,138,000) as at 31 July 2018. Details of the valuation of the properties of the Target Group are set out in Appendix IIA to the Circular.

FINANCIAL EFFECT OF THE DISPOSAL ON THE GROUP

Upon Completion, the Vendor, being a wholly-owned subsidiary of the Company, will cease to hold any shares in the Target Company through its 100% wholly owned subsidiary. The Target Company and its subsidiaries will cease to be subsidiaries of the Company. As such, the results of the Target Group will no longer be consolidated into the financial statements of the Group.

The Disposal will generate a gain to the Group of approximately HK$31,333,000, being the premium of the Consideration for the Sale Shares over the net assets of approximately HK$768,667,000 of the Target Group as at 31 May 2018 without taking into account the relevant expenses of the Disposal and the adjustment in exchange reserve.

According to the audited consolidated financial statements of the Group as at 31 December 2017, the continuing operations revenue and profit for the year from continuing operations for the year ended 31 December 2017 were respectively HK$2,729,834,000 and HK$87,898,000. For illustration purpose only and excluding the results of the Target Group, the unaudited revenue of the Group will decrease by approximately HK$1,394,984,000 to approximately HK$1,334,850,000 and the unaudited profit for the year from continuing operations of the Group will increase by approximately HK$45,096,000 to approximately HK$132,994,000, based on the unaudited consolidated financial statements of the Target Group as at 31 December 2017.

In addition, it is expected that the Disposal would lead to a decrease of the Group’s total assets and total liabilities as the results of the Target Group will no longer be consolidated into the Group’s financial statements. The net assets of the Group are expected to increase based on the potential gain on the Disposal.

7 LETTER FROM THE BOARD

The actual gain or loss arising from the Disposal may be different from the above and shall be subject to audit, which will be determined based on the amount of the consolidated net assets/liabilities (as the case may be) of the Target Group at the date of Completion and the amount of expenses incidental to the Disposal.

INFORMATION ON THE PARTIES

The Group is principally engaged in (a) the retailing, export and production of casual wear; (b) financial investments; and (c) interior decoration and renovation. The Vendor is a wholly-owned subsidiary of the Company and is an investment holding company holding the interest in the Target Group.

The Purchaser is a company owned by Dr. Charles Yeung and Mr. Yeung Chun Fan, Directors and substantial shareholders of the Company, and is an investment holding company.

REASONS AND BENEFITS OF THE TRANSACTIONS

The performance of the Target Group’s retailing business of apparel products and accessories in the PRC has been unsatisfactory in the past few years. Despite the management’s every effort to improve the situation by the implementation of various measures to (a) restructure the retail network in the PRC and enhance the efficiency of the Target Group’s supply chain to improve the flexibility and accuracy of the supply of products; (b) allocate more resources on product design and marketing to promote the products; and (c) have launched an online store to tap into the expanding business of e-commerce in the PRC, the performance of the Target Group has not improved as expected.

The reasons for such unsatisfactory performance include (but are not limited to): (1) the constantly fierce competition of the retail garment business in the PRC; (2) the rising of e-commerce in the PRC which provides inexpensive and accessible logistics solutions which impact the physical retail outlets significantly; and (3) the reputation of being “value for money” that the Target Group has long relied on is no longer sufficient to attract customers as the customers’ increasing expectation on “value for money” is no longer confined to the traditional mindset of only purchasing apparels with the lowest price. The changing fashion senses of the population in the PRC means that the customers are placing more emphasis on quality, style and taste than pricing. This in turn has resulted in a cycle of profits margin squeeze, making the traditional “value for money” strategy which the Target Group adopts increasingly unsustainable as the Target Group does not wish to adopt a cut-throat pricing strategy purely for the purpose of maintaining its market position.

8 LETTER FROM THE BOARD

Significant time and costs have to be invested into the Target Group to strengthen the competitiveness and increase its sales by restructuring its retailing business in the PRC. It needs to accurately fine tune and revamp the design and pricing of its products by focusing on understanding the needs and preferences of the consumers. As such, the Target Group needs to utilise information obtained from big data to, among others, analyse the spending pattern of the market, reposition its products, concept of its designs, and alter its operation model. As mentioned above, the implementation of such further measures to restructure the Target Group’s business will inevitably incur significant time and costs for the Group. Furthermore, the Directors consider that these further measures and restructuring plans also come with significant risk for the Company as the market may or may not welcome such measures despite the significant investment to be made. As such, the management of the Group considers that the restructuring comes with similar risk level for the Group to start a new line of business.

The Board has been reviewing its opportunities and options regarding its portfolio of businesses from time to time. As the unsatisfactory financial performance of the Target Group appeared to have persisted and is costly to avert, the Group determined in July 2018 to dispose of the Target Group to avoid incurring further losses and commenced discussion and negotiation with the Purchaser. The Group had also been gradually reducing its garment manufacturing operations with the aim to entirely outsource the manufacturing of its garment products due to the significant increase of costs in maintaining a production line in the PRC. In the second quarter of 2018, the Group has completed the process and ceased its garment manufacturing operations. The manufacturing of the Group’s garment products is now entirely outsourced to independent suppliers in the PRC and Peru.

As the Target Group has seen substantial operating losses (excluding one-off non-recurring items) in the past three years, even though the Group will cut off its existing garment retailing business in the PRC and reduce the turnover of the Group as a result of the Disposal, the resources of the Group could then be put to use in expanding into different markets and lines of business with greater potential, thereby contributing to the Group’s prospects. To the best knowledge of the Directors, the Purchaser is committed and prepared to provide the required funding and bear the risks of the Target Group’s restructuring plan.

The Group has disposed of its loss-making line of business upon Completion. The Group will transform its garment business by developing its retail clothing business in Hong Kong to be the showcase for its overseas franchise operations, expanding its franchise operations into the markets in Southeast Asian countries, OBOR Countries (such as Mongolia, Cambodia and India) and Middle Eastern countries as well as developing its export business by enhancing the sales to its clients in the market in the United States, which performed satisfactorily in 2017.

9 LETTER FROM THE BOARD

Parallel to the transformation of its garment business, the Group’s other lines of business will also continue to expand steadily. The Group has been developing its interior design and renovation services business since 1998 through its investment of 65% of the equity interest in Changhong, which has since grown to become one of the principal lines of business of the Group with an annual turnover exceeding HK$400 million in 2017, 97% of which came from services rendered to independent third parties. The growth of Changhong is due to its strength and capability in providing one stop shop interior design and renovation services solutions to its customers from designing the layouts to executing the renovation works in over 30 major cities in the PRC. The wide scope of services provided by Changhong’s specialty design teams and execution teams together with its broad geographical coverage allows its customers to receive consistent interior design and renovation services throughout different areas in the PRC. Building on its experience in designing and renovating retail outlets for the Target Group, Changhong has built its particular reputation among retail outlet operators and shopping mall owners. The Group aims to further develop its edge in providing design and renovation solutions to national retail outlet customers and establishing long-term client relationship with its major customers. The Directors consider that the interior design and renovation services business can provide steady returns to the Group with a healthy growth rate due to the continued demand in interior design and renovation services in the PRC.

It is estimated that the Disposal will generate a gain of approximately HK$31,333,000, being the premium of the Consideration over the unaudited consolidated net assets of approximately HK$768,667,000 of the Target Group as at 31 May 2018, without taking into account the relevant expenses of the Disposal and the adjustment in exchange reserve. The Company intends to use the proceeds from the Disposal for repayment of bank loans and general working capital of the Group.

Dr. Charles Yeung and Mr. Yeung Chun Fan, being the owners of the Purchaser and each an executive Director, Ms. Cheung Wai Yee, an executive Director and the spouse of Mr. Yeung Chun Fan, and Ms. Yeung Yin Chi, Jennifer, an executive Director, a niece of Dr. Charles Yeung and Mr. Yeung Chun Fan, did not vote on the Board resolutions in respect of the Sale and Purchase Agreement and the transactions contemplated thereunder. Save as disclosed above, none of the other Directors has a material interest in the Sale and Purchase Agreement and the transactions contemplated thereunder and has abstained from voting on the Board resolutions in respect of the Sale and Purchase Agreement and the transactions contemplated thereunder.

As the Group has disposed of its loss-making line of business upon Completion, the Company has no current plan, arrangement, understanding, intention, negotiation or agreement with any counterparties in disposing of or downsizing any other existing businesses. The Board will from time to time review the Group’s operations with a view to developing suitable business strategy to enhance the Shareholders’ value, the growth of its business and to optimise its asset base as well as to broadening its income stream, which may include, subject to market conditions, the expansion of the business of the Group or disposal of non-profitable operations should appropriate opportunities arise.

10 LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

The Purchaser is a company owned by Dr. Charles Yeung and Mr. Yeung Chun Fan, Directors and controlling and substantial shareholders of the Company. Accordingly, the Purchaser is a connected person of the Company and the Disposal constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Disposal is 25% or more but less than 75%, the Disposal also constitutes a major transaction for the Company. The Disposal is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee, 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, has been established to advise the Independent Shareholders in respect of the Sale and Purchase Agreement and the transactions contemplated thereunder. Yu Ming Investment Management Limited has also been appointed as the Independent Financial Adviser to provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Sale and Purchase Agreement and the transactions contemplated thereunder.

SGM

The SGM will be convened for the Independent Shareholders to approve the Sale and Purchase Agreement and the transactions contemplated thereunder. Dr. Charles Yeung and Mr. Yeung Chun Fan and their respective associates (together holding approximately 73.41% interest in the Company) will abstain from voting on the resolution to approve the Sale and Purchase Agreement and the transactions contemplated thereunder.

As at the Latest Practicable Date, Dr. Charles Yeung and Mr. Yeung Chun Fan and their respective associates together are interested in 1,127,604,499 Shares, representing approximately 73.41% of the issued share capital of the Company. Dr. Charles Yeung and Mr. Yeung Chun Fan will, together with their respective associates, abstain from voting on the resolution to be proposed at the SGM to approve the Sale and Purchase Agreement and the transactions contemplated thereunder.

A notice convening the SGM to be held at Dynasty II, 7th Floor, The Dynasty Club Limited, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 13 November 2018 at 3:30 p.m. is set out on pages SGM-1 to SGM-2 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 share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, 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 and any adjourned meeting thereof should you so wish.

11 LETTER FROM THE BOARD

RECOMMENDATION

The Directors (including the independent non-executive Directors whose views have been set out in this circular after taking into consideration the advice of the Independent Financial Adviser) consider that despite the Disposal is not in the ordinary and usual course of business of the Group, the terms and conditions of the Sale and Purchase Agreement are on normal commercial terms or better, which are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

Accordingly, the Directors (including the independent non-executive Directors, after considering the advice of the Independent Financial Adviser) recommend the Independent Shareholders to vote in favour of the resolution for approving the Sale and Purchase Agreement and the transactions contemplated thereunder to be proposed at the SGM.

ADDITIONAL INFORMATION

Your attention is also drawn to the letter from the Independent Board Committee, the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders and the additional information set out in the appendices to this circular.

Yours faithfully, By Order of the Board Glorious Sun Enterprises Limited Hui Chung Shing, Herman, SBS, MH, JP Director

12 LETTER FROM THE INDEPENDENT BOARD COMMITTEE

GLORIOUS SUN ENTERPRISES LIMITED 旭日企業有限公司 (Incorporated in Bermuda with limited liability) (Stock Code: 393)

4 October 2018

To the Independent Shareholders

Dear Sir or Madam,

MAJOR AND CONNECTED TRANSACTION DISPOSAL OF INTEREST IN GLORIOUS SUN PRODUCTION (BVI) LIMITED AND NOTICE OF SPECIAL GENERAL MEETING

We refer to the circular dated 4 October 2018 (the “Circular”) issued by the Company to its Shareholders of which this letter forms part. Terms defined in the Circular shall have the same meanings herein unless the context otherwise requires.

We have been appointed as the Independent Board Committee to consider and to advise the Independent Shareholders on the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder as set out in the Circular as to the fairness and reasonableness and to recommend whether or not the Independent Shareholders should approve the Sale and Purchase Agreement and the transactions contemplated thereunder as set out in the Circular. Yu Ming Investment Management Limited has been appointed as the Independent Financial Adviser to provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in this regard. Details of the independent advice of the Independent Financial Adviser, together with the principal factors and reasons the Independent Financial Adviser has taken into consideration, are set out on pages IFA-1 to IFA-20 of the Circular.

We wish to draw your attention to the Letter from the Board and the Letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders which contains its advice to us in respect of the Sale and Purchase Agreement and the transactions contemplated thereunder. Your attention is also drawn to the additional information set out in the appendices to the Circular.

IBC-1 LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder, the advice of the Independent Financial Adviser and the relevant information contained in the letter from the Board, we consider that despite the Disposal is not in the ordinary and usual course of business of the Group, the terms and conditions of the Sale and Purchase Agreement are on normal commercial terms or better, which are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and its Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution for approving the Sale and Purchase Agreement and the transactions contemplated thereunder to be proposed at the SGM.

Yours faithfully, The Independent Board Committee of Glorious Sun Enterprises Limited

Mr. Lau Hon Chuen, Ambrose, GBS, JP Dr. Chung Shui Ming, Timpson, GBS, JP Independent non-executive Director Independent non-executive Director

Mr. Wong Man Kong, Peter, BBS, JP Dr. Lam Lee G. Independent non-executive Director Independent non-executive Director

IBC-2 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of a letter of advice from Yu Ming to the Independent Board Committee and the Independent Shareholders in relation to the Disposal, which has been prepared for the purpose of inclusion in the circular.

YU MING INVESTMENT MANAGEMENT LIMITED 禹銘投資管理有限公司

4 October 2018

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

MAJOR AND CONNECTED TRANSACTION DISPOSAL OF INTEREST IN GLORIOUS SUN PRODUCTION (BVI) LIMITED

INTRODUCTION

Reference is made to the announcement of the Company dated 3 August 2018 in connection with the Disposal and the transactions contemplated thereunder, details of which are set out in the section headed “Letter from the Board” (the “Letter”) in the circular of the Company dated 4 October 2018 (the “Circular”) to the Shareholders, of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

On 3 August 2018, the Group (through its wholly-owned subsidiary) entered into the Sale and Purchase Agreement to dispose of its entire interest in the Target Company to the Purchaser, a company owned by Dr. Charles Yeung and Mr. Yeung Chun Fan (directors and substantial shareholders of the Company) at a consideration of HK$800,000,000. The Target Group is engaged in the retailing business of apparel products and accessories as well as property holding in the PRC.

IFA-1 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee comprising all of the independent non-executive Directors, namely Mr. Lau Hon Chuen, Ambrose, Dr. Chung Shui Ming, Timpson, Mr. Wong Man Kong, Peter and Dr. Lam Lee G., has been established to advise the Independent Shareholders as to whether the terms of the Disposal and the transactions contemplated thereunder are on normal commercial terms, in the ordinary and usual course of business of the Group, fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole and how to vote on the relevant resolution in the SGM. We have been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

BASIS OF OUR OPINION

In formulating our opinion, we have relied on the statements, information, opinions and representations contained in the Circular and the statements, information, opinions and representations provided to us by the Directors through management, officers and professional advisers of the Company (“Relevant Information”). We have assumed that all Relevant Information provided to us by the Directors for which they are solely responsible are, to the best of their knowledge, true, complete and accurate at the time they were made and continue to be so on the date of this letter.

We have no reason to suspect that any Relevant Information has been withheld, nor are we aware of any facts or circumstances which would render the Relevant Information provided and presented to us untrue, inaccurate, incomplete or misleading. Having made all reasonable enquiries, the Directors have further confirmed that, to the best of their knowledge, they believe there are no other facts or representations the omission of which would make any statement in the Circular, including this letter, misleading. We have not, however, carried out any independent verification on the Relevant Information provided to us by the Directors, nor have we conducted any independent investigation into the business and affairs of the Group.

We acted as the independent financial adviser to advise the independent board committee and the independent shareholders of the Company in respect of the connected transactions of the Company (details of the connected transactions were set out in the circulars of the Company dated 23 September 2016, 12 May 2017 and 13 October 2017). These past engagements were limited to providing independent advisory services to the Independent Board Committee and the Independent Shareholders pursuant to the Listing Rules and had been completed upon the issue of the respective circulars of the Company. As at the Latest Practicable Date, we did not have any relationship with, or interest in, the Company or any other parties that could reasonably be regarded as relevant to our independence. Apart from normal professional fees payable to us in connection with this appointment as the Independent Financial Adviser, no arrangements exist whereby we had received or will receive any fees or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence. Accordingly, we consider that such previous engagement would not affect our independence from the Company.

IFA-2 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our recommendation in relation to the terms of the Disposal and the transactions contemplated thereunder, we have taken into consideration the following principal factors and reasons:

1. Information of the Group

The Group is engaged in the retailing, export and production of casual wear, financial investments and interior decoration and renovation.

A summary of financial information of the Group is extracted from the annual report of the Company for the year ended 31 December 2017 in Table 1 below:

Table 1: Financial highlights of the Group

For the year ended 31 December 2016 2017 HK$’000 HK$’000 (Restated)

Continuing operations Revenue 2,854,683 2,729,834 Gross profit 915,669 885,163 Profit before tax 131,053 101,551 Profit after tax 147,058 87,898

Profit/(loss) from a discontinued operation (55,307) 3,786

Profit for the year 91,751 91,684

Profit for the year attributable to the Shareholders 88,320 88,669

As at 31 December 2016 2017 HK$’000 HK$’000

Non-current assets 1,921,799 2,314,366 Current assets 2,185,679 2,391,674 Current liabilities 1,589,266 2,105,242 Non-current liabilities 53,243 43,815 Net current assets 596,413 286,432 Net assets 2,464,969 2,556,983

For the year ended 31 December 2017, the Group’s consolidated turnover decreased by approximately 4.4% to HK$2,729,834,000 (2016 (Restated): HK$2,854,683,000). The Group recorded a profit attributable to the shareholders of the Company amounting to HK$88,669,000 (2016: HK$88,320,000), representing an increase of approximately 0.4%.

IFA-3 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Jeanswest operations in Australia and New Zealand were disposed of on 1 July 2017 and profit for the year from the discontinued operation including gain on disposal of the operation was HK$3,786,000 (2016: loss of HK$55,307,000).

The segment profits of export operations, financial investments, and interior decoration and renovation all showed improvements. However, their positive results were offset by the falling retail operations. Hence, the profit attributable to the shareholders of the Company only increased by approximately 0.4% in 2017.

As at 31 December 2017, the audited net current assets and net assets of the Group amounted to approximately HK$286.4 million and approximately HK$2,557.0 million, respectively.

2. The Disposal

Reasons for the Disposal

The performance of the Target Group’s retailing business of apparel products and accessories in the PRC has been unsatisfactory in the past few years. Despite the management’s every effort to improve the situation by the implementation of various measures to (a) restructure the retail network in PRC and enhance the efficiency of the Target Group’s supply chain to improve the flexibility and accuracy of the supply of products; (b) allocate more resources on product design and marketing to promote the products; and (c) launch an online store to tap into the expanding business of e-commerce in the PRC, the performance of the Target Group has not improved as expected.

The reasons for such unsatisfactory performance include (and not limited to): (1) the constantly fierce competition of the retail garment business in the PRC; (2) the rising of e-commerce in the PRC which provides inexpensive and accessible logistics solutions which impact the physical retail outlets significantly; and (3) the reputation of being “value for money” that the Target Group has long relied on is no longer sufficient to attract customers as the customers’ increasing expectation on “value for money” is no longer confined to the traditional mindset of only purchasing apparels with the lowest price. The changing fashion senses of the population in the PRC means that the customers are placing more emphasis on quality, style and taste than pricing. This in turn has resulted in a cycle of profits margin squeeze, making the traditional “value for money” strategy which the Target Group adopts increasingly unsustainable as the Target Group does not wish to adopt a cut-throat pricing strategy purely for the purpose of maintaining its market position.

IFA-4 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Significant time and costs have to be invested into the Target Group to strengthen the competitiveness and increase its sales by restructuring its retailing business in the PRC. It needs to accurately fine tune and revamp the design and pricing of its products by focusing on understanding the needs and preferences of the consumers. As such, the Target Group needs to utilise information obtained from big data to, among others, analyse the spending patterns of the market, reposition its products, concept of its designs, and alter its operation model. As mentioned above, the implementation of such further measures to restructure the Target Group’s business will inevitably incur significant time and costs for the Group. Furthermore, the Directors consider that these further measures and restructuring plans also come with significant risk for the Company as the market may or may not welcome such measures despite the significant investment to be made. As such, the management of the Group considers that the restructuring comes with similar risk levels for the Group to start a new line of business.

IFA-5 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Taking into account the reasons described above, the financial information of the Target Group and the additional information of the Target Group and Changhong as set out below, we concur with the Directors that though the Disposal is not in the ordinary and usual course of business of the Group, the Disposal is fair and reasonable and in the interests of the Company and its Shareholders as a whole.

Major Terms of the Disposal

(i) Assets to be disposed

Pursuant to the Sale and Purchase Agreement, the Vendor conditionally agreed to sell, and the Purchaser conditionally agreed to acquire the Sale Shares at the consideration of HK$800,000,000.

(ii) Information on the Target Group

IFA-6 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(iii) Financial information of the Target Group

Set out below is the consolidated unaudited financial information of the Target Group for the three years ended 31 December 2015 and 2016 and 2017 (the “Review Period”):

Table 2: Financial information of the Target Group

For the year For the year For the year ended/as at ended/as at ended/as at 31 December 2015 31 December 2016 31 December 2017 as % to as % to as % to HK$’000 Group HK$’000 Group HK$’000 Group

Revenue 2,866,402 79.0% 1,943,205 68.1% 1,627,275 59.6% – Retail 2,760,894 76.1% 1,854,210 65.0% 1,529,942 56.0% – Export trading 100,818 2.8% 81,350 2.8% 64,200 2.4% – Other segments 4,690 0.1% 7,645 0.3% 33,133 1.2% Profit/(loss) before tax (46,812) NA 31,199 23.8% (50,453) NA Profit/(loss) after tax (Note) 7,934 9.2% 66,747 45.4% (45,096) NA

Adjusted profit/(loss) before tax (Note) (47,411) NA (42,614) NA (95,998) NA

Net assets 798,803 39.0% 791,352 32.1% 782,803 30.6%

Note:

(a) For the year ended 31 December 2015, the Target Group recorded a net tax credit of approximately HK$71.2 million due to over provision of tax in the prior years.

For the year ended 31 December 2015, the Target Group recorded a fair value gain on investment properties of approximately HK$0.6 million. Excluding such one-off non-recurring item, the Target Group would report an adjusted loss before tax of approximately HK$47.4 million.

(b) For the year ended 31 December 2016, the Target Group recorded a tax credit of approximately HK$39.8 million due to over provision of tax in the prior years.

For the year ended 31 December 2016, the Target Group recorded a fair value gain on investment properties of approximately HK$20.5 million and a gain on disposal of properties of approximately HK$53.3 million. Excluding such one-off non-recurring items, the Target Group would report an adjusted loss before tax of approximately HK$42.6 million.

(c) For the year ended 31 December 2017, the Target Group recorded a tax credit of approximately HK$24.9 million due to over provision of tax in the prior years.

For the year ended 31 December 2017, the Target Group recorded a fair value gain on investment properties of approximately HK$7.4 million and a gain on disposal of properties of approximately HK$38.1 million. Excluding such one-off non-recurring items, the Target Group would report an adjusted loss before tax of approximately HK$96.0 million.

IFA-7 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

It is noted that the revenue of the Target Group had been on a downward trend during the Review Period, decreasing from approximately HK$2,866.4 million for the year ended 31 December 2015 to approximately HK$1,627.3 million for the year ended 31 December 2017. The Target Group reported an adjusted loss before tax for its business operation for each of the three years during the Review Period.

Based on the management account of the Company, the Target Group continued to record a net loss after taxation of approximately HK$45.9 million for the five months ended 31 May 2018.

The unsatisfactory financial performance of the Target Group was mainly due to (1) the constantly fierce competition of the retail garment business in the PRC; (2) the rising of e-commerce in the PRC which provide inexpensive and accessible logistics solutions which impacts the physical retail outlets significantly; and (3) the reputation of being “value for money” that the Target Group has long relied on is no longer sufficient to attract customers (details of which were set out in the paragraphs headed “Reasons for the Disposal” above).

Given (i) the revenue of the Target Group has been on a decreasing trend during the Review Period; and (ii) the Target Group reported an adjusted net loss before tax during the Review Period for its business operation, although the Group’s revenue will decrease upon completion of the Disposal, the Disposal is expected to improve the quality of the business and profitability of the Group.

(iv) Additional information of the Target Group and Changhong

We have reviewed the annual reports of the Company for the year ended 2013 to 2017 and discussed with the management of the Company in respect of the Target Group and Changhong.

IFA-8 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Additional information of the Target Group

For the year ended 31 December 2013 2014 2015 2016 2017 (Note)

Net sales from retail (HK$’000) 4,630,302 3,921,578 2,760,894 1,854,210 1,529,942 Retail floor area of directly managed shops (sq.ft.) 1,197,888 949,579 695,362 519,295 393,919 Number of sales persons 6,639 4,655 3,103 2,168 1,717 Number of employees 8,834 6,488 4,503 3,143 2,432 Number of directly managed shops 1,018 782 561 419 360 Number of franchised shops 1,522 1,492 1,333 1,036 840

Total number of retail shops 2,540 2,274 1,894 1,455 1,200

Note: The operation statistics include the retail business of the Target Group in Mainland China only and exclude other business segments of the Target Group such as export trading and other segments.

The financial performance and other key operation indicators such as number of employees and number of retail shops (both of directly managed shops and franchised shops) of the Target Group have been on a downward trend since 2013. We noted from the annual reports of the Company that the contraction of the retail business of the Group in Mainland China was mainly due to intensified competition and dumping in the retail market, uptrend operational costs like rentals and wages, deceleration of economic growth and the rapid development of e-commerce persistently took over market share from the physical retail stores especially in the third and fourth tier cities.

In light of the difficult operating environment of the retail market in Mainland China, the Company had taken various measures to improve the performance of the Target Group but the results were not satisfactory:

(a) In 2013, the Company adjusted the strategy from merely pushing up the turnover to generating sustainable profit growth by enhancing the quality and efficiency of its product development coupled with the reduction of production lead time and the improvement of versatility to meet with the market changes.

IFA-9 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(b) In 2014, the Company pursued the strategy of “reform and consolidation”. More resources were allocated to the improvement of product design and the compression of production lead time so as to enhance the versatility to provide the right products to the changing market aiming to uplift the margin and to keep inventory at healthy level. Those under-performed stores had been closed while stores in the prime location had been renovated with the latest trendy design so as to provide a comfortable shopping environment to customers and to enhance the brand image of Jeanswest. A special designed series solely for e-shop had been introduced and met with warm acceptance from customers.

(c) In 2015, the Company opted to clean up inventory even at the expense of its profit margins and strived to retrench operational costs to keep in abreast with the drop in turnover. Incentive measures to assist its franchisees were persevered especially in the conversion of some directly managed stores into franchised stores.

(d) In 2016, the Company resolutely strived for retrenchment of operational costs through simplifying corporate structure, realigning the operational flows and allying with strong suppliers. The Company also closed down those underperformed stores and shifted the business model from expansion via directly managed stores to franchising.

(e) In 2017, the Company promptly offered flexible terms of cooperation with the franchisees including joint-collaboration with them to share net revenue at a specified ratio so as to stabilise their operations. The Company set up a “Jeanswest e-commerce Division” as another profit centre and relaunched new stores at prime locations in the first tier cities where the rental had already been reduced to a commercially viable level.

As advised by the management of the Company, business restructuring and brand repositioning may be required if the business of the Target Group is to be revived. The revamp of the business of the Target Group requires change of key management and substantial investment in the revamp. It is expected that such revamp will complete in 3 to 5 years and the results is uncertain. If the Company carries out the revamp by itself, it is expected that the financial performance of the Group will be adversely impacted during such period.

Additional information of Changhong

The Group invested in Changhong since 1998. Changhong was originally set up to provide interior decoration and renovation services to Jeanswest stores in the PRC. After all these years, Changhong had already built up its reputation as a “Renowned Services Brand” in Hebei Province with annual turnover in 2017 exceeding HK$400 million out of which 97% came from services rendered to independent third parties.

IFA-10 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Set out below is the unaudited financial performance of Changhong from 2013 to 2017:

For the year ended 31 December 2013 2014 2015 2016 2017 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Revenue 280,046 284,485 330,800 473,245 460,571 Net profit 5,353 9,170 4,764 6,725 9,439

It is noted that the financial performance of Changhong has been in general on an upwards trend since 2013 to 2017. During such period, the revenue of Changhong increased from approximately HK$280.0 million to approximately HK$460.6 million, representing a compounded annual growth rate (“CAGR”) of approximately 13.2%, and the net profit increased from approximately HK$5.4 million to approximately HK$9.4 million, representing a CAGR of approximately 15.2%.

The growth of Changhong is due to its strength and capability in providing one stop shop interior design and renovation services solutions to its customers from designing the layouts to executing the renovation works in over 30 major cities in the PRC. The wide scope of services provided by Changhong’s specialty design teams and execution teams together with its broad geographical coverage allows its customers to receive consistent interior design and renovation services throughout different areas in the PRC. Building on its experience in designing and renovating retail outlets for the Target Group, Changhong has built its particular reputation among retail outlet operators and shopping mall owners. The Group aims to further develop its edge in providing design and renovation solutions to national retail outlet customers and establishing long-term client relationship with its major customers.

(v) Consideration for the Disposal

The Consideration of HK$800,000,000 will be settled in cash at Completion.

IFA-11 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(vi) Conditions Precedent

Completion is conditional upon the fulfilment or waiver of following conditions on or before 31 December 2018 (or such other date as may be agreed between the Vendor and the Purchaser):

(a) the Independent Shareholders having approved the Sale and Purchase Agreement and the transactions contemplated thereunder at the SGM;

(c) the warranties in the Sale and Purchase Agreement remaining true and accurate in all material respects as at the date of the Sale and Purchase Agreement and as at Completion.

Save and except for condition (c) above (which may be waived at the discretion of the Purchaser), none of the conditions can be waived.

(vii) Valuation of the Properties

Based on the valuation report prepared by an independent valuer (the “Valuer”) on the Properties as at 31 July 2018 as set out in Appendix IIA to the Circular (the “Valuation Report”), it is noted that the aggregate valuation of the Properties amounts to RMB411,770,000 (equivalent to approximately HK$493,138,000) (the “Valuation”), comprising:

(a) the properties held by the Group for owner occupation or vacant in the PRC (“Group I Properties”) of RMB34,250,000 (equivalent to approximately HK$41,018,000); and

(b) the properties held by the Group for lease in the PRC (“Group II Properties”) of RMB377,520,000 (equivalent to approximately HK$452,120,000).

To assess the fairness and reasonableness of the Consideration, we have reviewed the Valuation Report and discussed with the Valuer regarding the methodology adopted for and the basis and assumptions used in arriving at the Valuation. In valuing the Properties, the Valuer has complied with the requirements set out in the HKIS Valuation Standards (2017 Edition) published by The Hong Kong Institute of Surveyors.

In determining the market value of the Properties, values on as-is basis as well as alternative use (including building improvement, redevelopment, if any) permitted and prevailing as at the valuation date are considered in order to ascertain its highest and best use.

IFA-12 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We have reviewed and enquired into (i) the terms of engagement of the Valuer with the Company; and (ii) the Valuer’s qualification and experience in relation to the preparation of the Valuation Report. The Valuer has confirmed that it is independent to the Group, the Purchaser and their respective associates. From the engagement letter, we noted that there were no limitations on the scope of work for conducting the Valuation and the scope of work is appropriate to the opinion given. The Valuer carried out a site visit and inspected the Properties in March 2018, and had been provided with copies of documents in relation to the title of the property interests as well as floor plan of the Properties. From the qualification and experience of core members in charge of the Valuation provided by the Valuer, we noted that Mr. Andrew K. F. Chan, the person who led the Valuation, is a Registered Professional Surveyor and Registered China Real Estate Appraiser and has over 30 years’ of experience in the valuation of properties in the PRC. Having considered the above, we consider that the scope of work of the Valuer under the terms of engagement is appropriate and the Valuer possesses sufficient relevant experience in performing the Valuation.

For the valuation of the Group I Properties, the Valuer has adopted market comparison method, whereby assessing the value of the Group I Properties by making reference to the recent transactions for similar premises in the proximity. We have reviewed the transactions identified by the Valuer for the market comparison approach and noted that the Valuer has selected three comparable transactions for each of the Group I Properties. The unit rate per sq.m. of each Group I Properties was determined with reference to its comparable transactions with adjustment based on factors such as location, time, accessibility, size, building age, condition of sale and maintenance of the comparable properties.

A summary of the valuation of the Group I Properties is as follows:

Unit rate of Unit rate per comparable sq.m. adopted Property Usage GFA (sq.m.) transactions for valuation Market value

1 Unit Nos. 1-6 on Level 2, Rui Xing Court Residential 490.88 RMB10,240 – RMB9,547 Note (Block No. 9), Phase 1 of City Garden, RMB11,718 Jiang Bei Minor District No. 12, Huizhou, Guangdong Province, the PRC

2 Unit Nos. 1-6 on Level 2, Rui He Court Residential 490.88 RMB10,240 – RMB10,157 Note (Block No. 12), Phase 1 of City Garden, RMB11,718 Jiang Bei Minor District No. 12, Huizhou, Guangdong Province, the PRC

3 Unit Nos. 201 and 204 on Level 2, Staircase Residential 120.60 RMB14,841 – RMB17,140 RMB2,070,000 No. 4, Block No. 1, Hui Xi Minor District, RMB18,767 Jiang Han District, Wuhan, Hubei Province, the PRC

IFA-13 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Unit rate of Unit rate per comparable sq.m. adopted Property Usage GFA (sq.m.) transactions for valuation Market value

4 Unit Nos. 18-301, 18-302, 18-303 on Level 3, Residential 255.43 RMB14,368 – RMB14,388 RMB3,680,000 (Block No. 18), Xu Cheng Garden, Bin He RMB15,750 Street, Nan Huan West Road, Qiao Xi District, Shijiazhuang, Hebei Province, the PRC

5 Unit C on Level 18, North Block, Cultural Residential 107.85 RMB55,000 – RMB54,646 RMB5,850,000 Building, No. 174 Wen De North Road, RMB60,185 Dong Shan District, Guangzhou, Guangdong Province, the PRC

6 Unit No. B202 on Level 2, Block B, Shen Ye Residential 99.70 RMB22,026 – RMB23,477 RMB2,340,000 Centre Apartment, No. 22 Pei Xian Road, RMB26,076 Shi Nan District, Qingdao, Shandong Province, the PRC

7 Retail Unit Nos 10112, 10132, 10209, Retail 509.64 RMB41,900 – RMB49,836 RMB20,310,000 Wanda Xintiandi, Dongda Street, RMB62,000 for Level 1 Xian, Shaanxi Province, The PRC RMB29,902 for Level 2

Sub-total RMB34,250,000

For the valuation of Group II Properties, the Valuer has adopted the investment approach by capitalizing the rental income derived from the existing tenancies, if any, with due provision for the reversionary potential of each constituent portion of the property at appropriate capitalisation rates. When using investment method, the Valuer has mainly made reference to lettings within the subject property as well as other relevant comparable rental evidences of properties of similar use type subject to appropriate adjustments including but not limited to location, accessibility, age, quality, maintenance standards, size, time and configuration.

We have reviewed the data used by the Valuer in arriving at the valuation of the Group II Properties, and noted that such data are derived from information in the tenancy agreement in conjunction with recent market data from properties in close proximity to each of the Group II Properties. We have reviewed the transactions identified by the Valuer for the investment approach, and noted that the Valuer has selected three comparable transactions for each Group II Properties. The investment approach is to assess the “term value” generated by the passing rent under the residual term of existing tenancies at an appropriate term yield and the “reversionary value” based on current market rent at an appropriate reversionary yield when the property is further to be leased or the existing lease is renewed. The summation of the capitalised term value and the capitalised reversionary value is the market value. In undertaking the valuation of each of the Group II Properties, the Valuer has gathered the market unit rent of three comparable properties and the market yield of the three comparables of the similar type of properties.

IFA-14 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

A summary of the valuation of the Group II Properties is as follows:

Monthly rent Monthly rent Capitalisation of comparable adopted for rate of Capitalisation properties valuation comparable rate adopted Property Usage GFA (sq.m.) (per sq.m.) (per sq.m.) properties for valuation Market value

8 A factory complex situated at No. 10 Yun Factory and 18,500.92 RMB12 – RMB13 8.2% – 8.4% 8.75% RMB37,750,000 Shan East Road (formerly known as dormitory RMB15 No. 18 Yun Shan East Road), Jiang Bei District, Huizhou, Guangdong Province, the PRC

9 An office building, a canteen and a Office, canteen 40,268.59 RMB19 – RMB20 8.2% – 8.4% 8.5% RMB106,700,000 warehouse situated at Jiang Bei Minor and warehouse RMB22 District No. 4, Huizhou, Guangdong Province, the PRC

10 A unit on Level 1 of No. 69 Taiyuan Retail 467.74 RMB304 – RMB389 4.9% – 5.0% 5.0% Note North Street, Heping District, Shenyang, RMB324 Liaoning Province, the PRC

11 No. 30-1 Huahai Road, Shenyang Economic Industrial 9,897.0 RMB15 – RMB15 7.8% – 8.0% 8.0% RMB21,650,000 and Technological Development Zone, RMB20 Shenyang, Liaoning Province, the PRC

12 Unit Nos. 2205 on Level 22; and Unit Office 4,050.85 RMB75 – RMB74 5.4% – 5.8% 5.25% RMB58,430,000 Nos. 2301, 2302, 2303, 2304, 2305, RMB76 for Level 22 2306, 2307, 2308 and 2309 on Level 23; RMB77 and Unit Nos. 2401, 2402, 2403, 2404, for Level 23 2405, 2406, 2407, 2408 and 2409 on RMB78 Level 24 of Ruihe Centre situated at for Level 24 No. 63 Tannan Road, Changan District, Shijiazhuang, Hebei Province, the PRC

13 Unit Nos. 2601, 2602 and 2603 on Office 742.53 RMB57 – RMB60 5.2% – 5.5% 5.5% RMB7,610,000 Level 26 of Block 1, No. 100 Nanneihuan RMB60 Street, Xiaodian District, Taiyuan, Shanxi Province, the PRC

14 Unit No. 1 on Level 1 of Ping Street, Retail 190.43 RMB690 – RMB816 3.4% – 6.6% 5.0% RMB26,310,000 No. 218 Bayi Road, Yuzhong District, RMB845 Chongqing, the PRC

IFA-15 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

15 Unit Nos. 1 to 6 on Level 17, Block 1 of Office 1,365.25 RMB94 – RMB92 5.1% – 5.6% 5.25% RMB23,680,000 Wuhan City Square (North), No. 160 RMB105 for Unit 1701 Qiaokou Road, Qiaokou District, Wuhan, RMB97 Hubei Province, the PRC for Unit 1702 RMB95 for Unit 1703 RMB100 for Unit 1704 RMB100 for Unit 1705 RMB95 for Unit 1706

16 Unit No. 608, Youyi Aboluo Building, Office 1,119.06 RMB60 – RMB66 5.1% – 5.9% 5.5% RMB12,280,000 No. 142, 3rd section of Furong Zhong RMB66 Road, Tianxin District, Changsha, Hunan Province, the PRC

17 Retail Unit Nos. 118, 123, 124 and Retail 291.65 RMB475 – RMB636 4.7% – 5.5% 5.25% RMB31,110,000 125 on Level 1 of Huachuang RMB660 for Unit 118 International Plaza, No. 109 Furong RMB531 Middle Road Part 1, Kaifu District, for Units 123, Changsha, Hunan Province, the PRC 124 and 125

18 Retail Unit Nos. 1096 to 1106 on Level 1 Retail 771.60 RMB533 – RMB535 – 4.9% – 5.6% 5.0% RMB52,000,000 and 2153 to 2161 and 2296 to 2304 on RMB639 RMB563 Level 2 of Jinzhi Wanbo Mall, No. 16 for Level 1 Fushou Street, Er’qi District, Zhengzhou, RMB206 Henan Province, the PRC for Level 2

Sub-total RMB377,520,000

Notes: Each of Property Nos. 1, 2 & 10 has not been issued with a Realty Title Certificate. If the proper Realty Title Certificate is obtained, the value of the Property Nos. 1, 2 & 10 would be RMB4,690,000, RMB4,990,000 and RMB31,090,000 respectively.

IFA-16 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We have reviewed 8 valuation of properties in the PRC conducted by the Valuer for other listed issuers (the “Reviewed Property Valuations”). We noted that the market comparison approach was adopted for valuation of owner occupied properties and developed/developing properties while investment approach was adopted for valuation of investment properties by the Valuer. We also noted that the adjustment factors used in the valuation of the Properties are similar to those of the Reviewed Property Valuations. Having considered the above, we are of the view that the valuation methodologies for each of the Group I Properties and Group II Properties are common approaches and the market value of the Properties determined by the Valuer is fair and reasonable.

We have reviewed the management accounts of the Target Group. We noted that (i) other than the Properties, the total assets of the Target Group mainly comprise of inventories of apparel products, trade and bills receivables, prepayments and deposits, and cash and bank balances; and (ii) the liabilities of the Target Group mainly comprise of trade and bills payables, other payables and tax payables. The Company confirmed to us that save for the Properties, other non-current assets of the Target Group include leasehold improvement, plant and equipment, fixture, furniture and office equipment and motor vehicles which have been depreciated for not less than 3 years. As such, save for the Properties, other assets and liabilities of the Target Group are current in nature and represent their respective fair value.

The unaudited NAV of the Target Company is approximately HK$768.7 million as at 31 May 2018 based on the unaudited consolidated accounts of the Target Company as prepared in accordance with the Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants after taking into account the valuation of the Properties as at 31 May 2018 (including the market value of Property Nos. 1, 2 & 10 assuming their proper Realty Title Certificate are obtained). It is noted that the valuation of the Properties as at 31 May 2018 is approximate to that as at 31 July 2018. The Consideration of HK$800 million represents a premium of approximately 4.1% over the unaudited NAV of the Target Company.

(viii) Our assessment on the Consideration

To assess the fairness and reasonableness of the Consideration for the Sale Shares, we have compiled a comparable table on the price to book ratio (“P/B”) of listed issuers on the Stock Exchange which are (i) principally engaged in sale of clothing and accessories; and (ii) loss-making in the last financial year. Based on our research on Bloomberg, we identified 5 comparable companies (“Comparable Companies”) which is exhaustive and representative. Since the principal activities of the Comparable Companies are similar to those of the Target Group which is principally engaged in the retailing of apparel products and accessories, we consider the Comparable Companies are comparable to the Target Group and provide a meaningful indicator for comparison. Given multiple markets comparison is not uncommon for valuation in brokerage house investment research reports, we consider the P/B ratio of the Comparable Companies is comparable and applicable in valuation of the Target Company. Brief summary of relevant information of the Comparable Companies is set out in Table 3 below:

IFA-17 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Table 3: Comparable Companies

Net assets/ Company name Principal Market adjusted (Stock code) activities capitalization net assets P/B (Note) (Note) HK$’ million HK$’ million

1 YGM Trading Limited (375) Retailing and wholesaling of 1,094.7 748.6 1.5 branded garments, leather goods and accessories

2 Tungtex (Holdings) Company Limited (518) Manufacture and sale of women 357.3 468.0 0.8 garments

3 Evergreen International Holdings Manufacturing and trading of 483.9 1,044.1 0.5 Limited (238) clothing and clothing accessories

4 Global Brands Group Holding Design and develop branded 3,763.3 12,598.9 0.3 Limited (787) apparel and related products primarily for sales to retailers

5 Miko International Holdings Design, manufacture and sales of 167.3 789.3 0.2 Limited (1247) children’s apparel products

Maximum 1.5 Minimum 0.2 Average 0.6

Target Group 800 768.7 1.04

Note:

Based on the market capitalisation of the Comparable Companies and the latest reported net assets of the Comparable Companies as at 2 August 2018 (being the trading day immediately prior to the date of the Sale and Purchase Agreement).

As illustrated in Table 3 above, the P/B represented by the Consideration is 1.04 which is above the average P/B of the Comparable Companies.

After taking into account (i) the revenue of the Target Group has been on a decreasing trend during the Review Period; (ii) the Target Group reported an adjusted net loss before tax during the Review Period for its business operation and continued to record a net loss for the five months ended 31 May 2018; and (iii) the majority of the Comparable Companies (4 out of 5) is traded with a P/B of lower than 1 time and the P/B represented by the Consideration is 1.04 which is above the average of the P/B of the Comparable Companies, we consider that the Consideration is on normal commercial terms and fair and reasonable so far as the Independent Shareholders are concerned.

IFA-18 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Financial Effect of the Disposal to the Group

Based on our discussion with the Directors, we understand that the Directors have taken into account the following factors when they consider the potential impact of the Disposal on the financial position of the Group:

(i) Earnings

Upon completion of the Disposal, it is estimated that the Group will generate a gain of approximately HK$31,333,000, being the premium of the Consideration over the unaudited consolidated net assets of approximately HK$768,667,000 of the Target Group as at 31 May 2018, without taking into account the relevant expenses of the Disposal and the adjustment in exchange reserve.

(ii) Net assets

As at 31 December 2017, the audited net assets of the Group attributable to the Shareholders were approximately HK$2,544.7 million. The Company expected that the net assets of the Group attributable to the Shareholders would increase upon completion of the Disposal.

(iii) Gearing

As at 31 December 2017, the gearing ratio of the Group was approximately 21.1%, representing the total borrowings of approximately HK$991.8 million divided by total assets of approximately HK$4,706.0 million. The Company expected that the gearing ratio of the Group would decrease upon completion of the Disposal.

(iv) Liquidity

As at 31 December 2017, the audited net current assets of the Group were approximately HK$286.4 million. The Company expected that the net current assets of the Group would improve upon completion of the Disposal.

The aforementioned analyses are for illustrative purpose only and do not purport to represent how the financial position of the Group will be after the completion of the Disposal.

RECOMMENDATION

Having considered the principal factors analysed above, in particular that:

(i) the difficult operating environment of the Target Group in the PRC; the restructuring of the Target Group’s business will inevitably incur significant time and costs for the Group and the risk thereof is similar to start a new line of business;

(ii) it is estimated that the Company will record a gain of HK$31.3 million from the Disposal;

IFA-19 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(iii) the revenue of the Target Group has been on a decreasing trend during the Review Period;

(iv) the Target Group reported an adjusted net loss before tax during the Review Period for its business operation and continued to record a net loss for the five months ended 31 May 2018;

(v) although revenue of the Group will reduce upon the Disposal, it is expected that the Disposal will improve the quality of the business and profitability of the Group;

(vi) the P/B represented by Consideration is above the average of the P/B of the Comparable Companies as illustrated in Table 3 above;

(vii) it is expected that the earnings, net assets, gearing and liquidity of the Group will improve upon completion of the Disposal, although the Disposal is not in the ordinary and usual course of business of the Company, we concur with the Directors that (i) the terms of the Disposal are fair and reasonable and on normal commercial terms; and (ii) the Disposal is in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the resolution at the SGM to approve the Disposal and the transactions contemplated thereunder.

Yours faithfully, For and on behalf of YU MING INVESTMENT MANAGEMENT LIMITED Warren Lee Managing Director

The undersigned is a responsible officer of Yu Ming Investment Management Limited licensed 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 SFO. He has been active in the field of corporate finance advisory for over 20 years, and has been involved in and completed various corporate finance advisory transactions.

IFA-20 APPENDIX I FINANCIAL INFORMATION OF THE GROUP

1. INDEBTEDNESS OF THE GROUP

As at 31 August 2018, being the latest practicable date for the purpose of the statement of indebtedness prior to the printing of this circular, the Group had the following outstanding indebtedness and contingent liabilities:

(a) bank and other borrowings (including current and non-current portion) in aggregate of approximately HK$460.9 million made in the ordinary courses of business. The bank and other borrowings were secured by (i) corporate guarantees provided by the Company up to approximately HK$775 million; and (ii) pledges of certain of Group’s assets as at 31 August 2018 amounting to approximately HK$1,740 million; and

(b) unpaid additional taxes requested by the Commissioner of the Hong Kong Inland Revenue Department and judged by the District Court of approximately HK$7.3 million.

As at 31 August 2018, save for the litigations/claims as stated in the paragraph headed “Litigation” in Appendix III to this circular, the Group had no other material litigations/claims. Accordingly, the Group had no material contingent liabilities as at 31 August 2018.

Save as aforesaid, and apart from intra-group liabilities, the Group did not have outstanding at the close of business as at 31 August 2018, being the latest practicable date for the purpose of the statement of indebtedness prior to the printing of this circular, any loan capital and/or debt securities issued and outstanding or agreed to be issued or otherwise created but unissued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances (other than normal trade bills, if any) or acceptable credits, debentures, mortgages, charges, hire purchases commitments, guarantees or contingent liabilities.

The Board has further confirmed that, save as disclosed above, there has not any material change in the indebtedness or contingent liabilities of the Group since 31 August 2018 up to the Latest Practicable Date.

2. WORKING CAPITAL OF THE GROUP

The Directors are of the opinion that, after taking into account the present financial resources available to the Group including existing bank facilities and the estimated proceeds from the Disposal, the Group will have sufficient working capital to satisfy its present requirements for the next twelve months from the date of this circular.

I-1 APPENDIX I FINANCIAL INFORMATION OF THE GROUP

3. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The financial position of the Group remains stable. As of 31 May 2018, the Group holds net cash and near cash in hand of HK$1,972 million, and other financial indicators continue to be healthy.

Looking forward in relation to the Group’s financial and trading prospects, while the threat of trade war between the United States and the PRC on exports business seems to be imminent, the Group considers that the effect to the Group of such threat should not be significant in the financial year ending 31 December 2018 as most of the proposed tariffs will only take effect at the end of the year. Separately, the Group’s interior decoration and renovation business, which operates in the PRC, is unlikely to be affected by the threat of trade war and is likely to continue to develop. Further, even though the financial markets may become more volatile in the coming months, the Group’s financial investments business primarily holds high-yield corporate bonds until their maturity, which should be able to generate returns that fulfills the Group’s expectations made at the beginning of the year.

Upon Completion of the Disposal, which is subject to the independent shareholders’ approval in the SGM, the Group will no longer participate in any loss-making lines of business, and better performance of the Group could be expected in the future.

I-2 APPENDIX IIA PROPERTY VALUATION REPORT

The following is the text of a letter, summary of valuations and valuation report prepared for the purpose of incorporation in this Circular received from Cushman & Wakefield Limited, an independent property valuer, in connection with its opinion of value of the property interests of the Group as at 31 July 2018.

16/F Jardine House 1 Connaught Place Central Hong Kong

4 October 2018

The Directors Glorious Sun Enterprises (BVI) Limited 38/F, One Kowloon 1 Wang Yuen Street Kowloon Bay Kowloon Hong Kong

Dear Sirs,

Instructions, Purpose & Valuation Date

In accordance with the instructions from Glorious Sun Enterprises (BVI) Limited (the “Company”) for Cushman & Wakefield Limited (“C&W”) to value the properties in which the Company or its subsidiaries (collectively the “Group”) has interests in the People’s Republic of China (the “PRC” or “中國”) (as more particularly described in the attached valuation report), we confirm that we have inspected the properties, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the values of such properties as at 31 July 2018.

Valuation Basis

Our valuation of each of the properties represents its market value which in accordance with the HKIS Valuation Standards 2017 Edition issued by The Hong Kong Institute of Surveyors is defined as “the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion”.

We confirm that the valuations are undertaken in accordance with the requirements set out in Chapter 5 of the Main Board Listing Rules (the “Listing Rules”) and Practice Note 12 Governing the Listing of Securities published by The Stock Exchange of the Hong Kong Limited and the HKIS Valuation Standards 2017 Edition issued by the Hong Kong Institute of Surveyors.

Our valuation of each of the properties is on an entirety interest basis.

In determining the market value of a property, values on as-is basis as well as alternative use (including building improvement, redevelopment, if any) permitted and prevailing as at the valuation date are considered in order to ascertain its highest and best use.

IIA-1 APPENDIX IIA PROPERTY VALUATION REPORT

Valuation Assumptions

Our valuation of each of the properties excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, special considerations or concessions granted by anyone associated with the sale, or any element of value available only to a specific owner or purchaser.

In the course of our valuation of the properties, we have relied on the information and advice given by the Company’s legal adviser, 廣東偉倫律師事務所, regarding the titles to the properties and the interests of the Company in the properties in the PRC. Unless otherwise stated in the respective legal opinion, in valuing the properties, we have assumed that the Group has an enforceable title to each of the properties and has free and uninterrupted rights to use, occupy or assign the properties for the whole of the respective unexpired land use term as granted and that any premium payable has already been fully paid.

In respect of the properties situated in the PRC, the status of titles and grant of major certificates, approvals and licenses, in accordance with the information provided by the Company are set out in the notes of the respective valuation report. We have assumed that all consents, approvals and licenses from relevant government authorities for the developments have been obtained without onerous conditions or delays. We have also assumed that the design and construction of the properties are in compliance with the local planning regulations and have been approved by the relevant authorities.

No allowance has been made in our valuations for any charges, mortgages or amounts owing on the properties nor any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the properties are free from encumbrances, restrictions and outgoings of any onerous nature which could affect their values.

Methods of Valuation

In valuing property nos. 3, 4, 5, 6 and 7 in Group I held for owner occupation, which are vacant or owner occupied, we have mainly used Market Comparison Method assuming sale of the property in its existing state by making reference to comparable sales evidence as available in the relevant market subject to appropriate adjustments including but not limited to location, accessibility, size and other relevant factors. This method is in line with the market practice.

In valuing property nos. 8, 9, 11, 12, 13, 14, 15, 16, 17 and 18 in Group II held for investment, which are leased, we have mainly used the Investment Method by capitalizing the rental income derived from the existing tenancies, if any, with due provision for the reversionary potential of each constituent portion of the property at appropriate capitalization rates. When using Investment Method, we have mainly made reference to lettings within the subject property as well as other relevant comparable rental evidences of properties of similar use type subject to appropriate adjustments including but not limited to location, accessibility, age, quality, size, time, and other relevant factors.

In determining the market value of the properties, values on as-is basis as well as the alternative use (including building improvement, redevelopment, if any) permitted and prevailing as at the valuation date are considered.

IIA-2 APPENDIX IIA PROPERTY VALUATION REPORT

We note that property nos. 1, 2 and 10 have not been issued with any 房地產權證 (Realty Title Certificates). In the course of our valuation, we have assigned no commercial value to property nos. 1, 2 and 10.

Source of Information

We have relied to a very considerable extent on the information given by the Company and have accepted advice given to us on such matters as planning approvals, statutory notices, easements, tenures, identification of land and buildings, completion date of buildings, particulars of occupancy, tenancy details, site and floor areas, site and floor plans, number of parking spaces, interests attributable to the Group and all other relevant matters.

Dimensions, measurements and areas included in the valuation report are based on the copies of documents or other information provided to us by the Company and are therefore only approximations. No on-site measurement has been carried out. We have had no reason to doubt the truth and accuracy of the information provided to us by the Group which is material to the valuations. We were also advised by the Group that no material facts have been omitted from the information provided.

We would point out that the copies of documents of the properties in the PRC provided to us are mainly compiled in Chinese characters and the transliteration into English represents our understanding of the contents. We would therefore advise you to make reference to the original Chinese editions of the documents and consult your legal adviser regarding the legality and interpretation of these documents.

Title Investigation

We have been provided with copies of the title documents relating to the properties but have not carried out any land title searches in the PRC. Moreover, we have not inspected the original documents to verify ownership or to ascertain any amendments which may not appear on the copies handed to us. We are also unable to ascertain the title of the properties in the PRC and we have therefore relied on the advice given by the Company or the Company’s legal adviser regarding the interests of the Company in the properties.

IIA-3 APPENDIX IIA PROPERTY VALUATION REPORT

Site Inspection

Leo Li (Assistant Manager, 4 years of experience) of our Guangzhou Office, Li Lizheng (Senior Manager, 7 years of experience) of our Shenzhen Office, Angie Ge (Senior Manager, 13 years of experience), Cherie Liang (Assistant Manager, 2 years of experience) and Cassie Zhou (Senior Valuer, 5 years of experience) of our Beijing Office, Jeffrey Zhang (Valuer, 9 years of experience) of our Qingao Office, Jeffrey Wang (Senior Manager, 13 years of experience) of our Shenyang Office, Yin Fang (Manager, 8 years of experience) of our Chongqing Office, Lucy Xu (Senior Manager, 10 years of experience) of our Wuhan Office, Merry Mo (Manager, 5 years of experience) and Jessie Zhang (Manager, 5 years of experience) of our Changsha Office and Li Ya Nan (Senior Valuer, 7 years of experience) of our Xian Office inspected the exterior and, wherever possible, the interior of the properties in March 2018. No structural survey has been made, but in the course of our inspection, we did not note any serious defects. We are, however, not able to report that the properties are free of rot, infestation or any other structural defects. No tests were carried out to any of the services. We have not carried out investigation on site to determine the suitability of the soil conditions and the services etc. of the properties for any development. Our valuations are prepared on the assumption that these aspects are satisfactory and that no unexpected extraordinary expenses or delays will be incurred during the construction period. Unless otherwise stated, we have not been able to carry out on-site measurement to verify the site and floor areas of the properties and we have assumed that the areas shown on the copies of the documents handed to us are correct.

Unless otherwise stated, we have not been able to carry out on-site measurements to verify the site and floor areas of the properties and we have assumed that the areas shown on the documents handed to us are correct.

Currency

Unless otherwise stated, all monetary sums stated in our valuations are in RMB, the lawful currency of the PRC.

IIA-4 APPENDIX IIA PROPERTY VALUATION REPORT

Other Disclosure

We hereby confirm that Cushman & Wakefield Limited and the valuers conducting the valuations have no pecuniary or other interests that could conflict with the proper valuations of the properties or could reasonably be regarded as being capable of affecting our ability to give an unbiased opinion. We confirm that we are an independent qualified valuer, as referred to Chapter 5 of the Main Board Listing Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.

We issued another valuation report on 12 July 2018 regarding valuations of property no. 8 as at 30 April 2018 and property nos. 1 to 18 as at 31 May 2018 (collectively the “Previous Valuations”) for the Company’s accounting reference in accordance with the Company’s instructions. For the purpose of Rule 5.09 of the Listing Rules, the Previous Valuations are set out in the summary of valuations of this report and the full set report is set out in Appendix IIB of the Company’s circular.

We enclose herewith a summary of valuations and valuation report for your attention.

Yours faithfully, For and on behalf of Cushman & Wakefield Limited

Andrew K.F. Chan MSc, MRICS, MHKIS, MCIREA, RPS (GP) Regional Director Valuation & Advisory Services, Greater China

Note: Mr. Andrew K.F. Chan is a Registered Professional Surveyor who has over 30 years’ experience in the valuation of properties in the PRC, Hong Kong and other Asian countries. Mr. Chan has sufficient current national knowledge of the market, and the skills and understanding to undertake the valuations competently.

IIA-5 APPENDIX IIA PROPERTY VALUATION REPORT

SUMMARY OF VALUATIONS

Market value in existing state Market value Market value attributable to in existing in existing Interest the Group state as at state as at attributable to as at Property 31 May 2018 31 July 2018 the Group 31 July 2018 (RMB) (RMB) (%) (RMB)

Group I – Completed properties held by the Group for owner occupation in the PRC

1. Unit Nos. 1-6 on Level 2, Rui Xing Court No commercial No commercial 100 No commercial (Block No. 9), Phase 1 of City Garden, Jiang Bei value value value Minor District No. 12, Huizhou, Guangdong Province, (See Note (1)) (See Note (1)) (See Note (1)) the PRC

2. Unit Nos. 1-6 on Level 2, Rui He Court (Block No. No commercial No commercial 100 No commercial 12), Phase 1 of City Garden, Jiang Bei Minor District value value value No. 12, Huizhou, Guangdong Province, (See Note (2)) (See Note (2)) (See Note (2)) the PRC

3. Unit Nos. 201 and 204 on Level 2, Staircase No. 4, 2,070,000 2,070,000 100 2,070,000 Block No. 1, Hui Xi Minor District, Jiang Han District, Wuhan, Hubei Province, the PRC

4. Unit Nos. 18-301, 18-302, 18-303 on Level 3 (Block 3,680,000 3,680,000 100 3,680,000 No. 18), Xu Cheng Garden, Bin He Street, Nan Huan West Road, Qiao Xi District, Shijiazhuang, Hebei Province, the PRC

5. Unit C on Level 18, North Block, Cultural Building, 5,850,000 5,850,000 100 5,850,000 No. 174 Wen De North Road, Dong Shan District, Guangzhou, Guangdong Province, the PRC

6. Unit No. B202 on Level 2, Block B, Shen Ye Centre 2,340,000 2,340,000 100 2,340,000 Apartment, No. 22 Pei Xian Road, Shi Nan District, Qingdao, Shandong Province, the PRC

7. Retail Unit Nos 10112, 10132, 10209 萬達新天地 20,310,000 20,310,000 100 20,310,000 Dongda Street, Xian, Shaanxi Province, the PRC

IIA-6 APPENDIX IIA PROPERTY VALUATION REPORT

SUMMARY OF VALUATIONS

Group II – Completed properties held by the Group for investment in the PRC

8. A factory complex situated at No. 10 Yun Shan 37,650,000 37,750,000 100 37,750,000 East Road (formerly known as No. 18 Yun Shan (as at East Road), Jiang Bei District, Huizhou, 31 May 2018) Guangdong Province, the PRC 37,460,000 (as at 30 April 2018)

9. An office building, a canteen and a warehouse 106,200,000 106,700,000 100 106,700,000 situated at Jiang Bei Minor District No. 4, Huizhou, Guangdong Province, the PRC

10. A unit on Level 1 of No. 69 Taiyuan North Street, No commercial No commercial 100 No commercial Heping District, Shenyang, Liaoning Province, value value value the PRC (See Note (3)) (See Note (3)) (See Note (3))

11. No. 30-1 Huahai Road, Shenyang Economic and 21,650,000 21,650,000 100 21,650,000 Technological Development Zone, Shenyang, Liaoning Province, the PRC

12. Unit Nos. 2205 on Level 22; and Unit Nos. 2301, 58,480,000 58,430,000 100 58,430,000 2302, 2303, 2304, 2305, 2306, 2307, 2308 and 2309 on Level 23; and Unit Nos. 2401, 2402, 2403, 2404, 2405, 2406, 2407, 2408 and 2409 on Level 24 of Ruihe Centre situated at No. 63 Tannan Road, Changan District, Shijiazhuang, Hebei Province, the PRC

13. Unit Nos. 2601, 2602 and 2603 on Level 26 of 7,610,000 7,610,000 100 7,610,000 Block 1, No. 100 Nanneihuan Street, Xiaodian District, Taiyuan, Shanxi Province, the PRC

IIA-7 APPENDIX IIA PROPERTY VALUATION REPORT

SUMMARY OF VALUATIONS

Group II – Completed properties held by the Group for investment in the PRC

14. Unit No. 1 on Level 1 of Ping Street, No. 218 26,370,000 26,310,000 100 26,310,000 Bayi Road, Yuzhong District, Chongqing, the PRC

15. Unit Nos. 1 to 6 on Level 17, Block 1 of Wuhan 23,650,000 23,680,000 100 23,680,000 City Square (North), No. 160 Qiaokou Road, Qiaokou District, Wuhan, Hubei Province, the PRC

16. Unit No. 608, Youyi Aboluo Building, No. 142, 12,300,000 12,280,000 100 12,280,000 3rd section of Furong Zhong Road, Tianxin District, Changsha, Hunan Province, the PRC

17. Retail Unit Nos. 118, 123, 124 and 125 on Level 31,100,000 31,110,000 100 31,110,000 1 of Huachuang International Plaza, No. 109 Furong Middle Road Part 1, Kaifu District, Changsha, Hunan Province, the PRC

18. Retail Unit Nos. 1096 to 1106 on Level 1 and 52,000,000 52,000,000 100 52,000,000 2153 to 2161 and 2296 to 2304 on Level 2 of Jinzhi Wanbo Mall, No. 16 Fushou Street, Er’qi District, Zhengzhou, Henan Province, the PRC

411,260,000 411,770,000 411,770,000

IIA-8 APPENDIX IIA PROPERTY VALUATION REPORT

Note:

(1) We note that property no. 1 has not been issued with any 房地產權證 (Realty Title Certificate). As advised by the Group, the 房地產權證 (Realty Title Certificates) cannot be obtained in the foreseeable future. In the course of our valuation, we have assigned no commercial value to this property. For the reference purpose of the Group only, if the proper realty title Certificate had been obtained and the Group had a marketable title and were entitled to transfer the property freely to third party, as at 31 May 2018 and 31 July 2018, the value of the property would be RMB4,690,000.

(2) We note that property no. 2 has not been issued with any 房地產權證 (Realty Title Certificate). As advised by the Group, the 房地產權證 (Realty Title Certificates) cannot be obtained in the foreseeable future. In the course of our valuation, we have assigned no commercial value to this property. For the reference purpose of the Group only, if the proper realty title Certificate had been obtained and the Group had a marketable title and were entitled to transfer the property freely to third party, as at 31 May 2018 and 31 July 2018, the value of the property would be RMB4,990,000.

(3) We note that property no. 10 has not been issued with any 房地產權證 (Realty Title Certificate). As advised by the Group, the 房地產權證 (Realty Title Certificates) cannot be obtained in the foreseeable future. In the course of our valuation, we have assigned no commercial value to this property. For the reference purpose of the Group only, if the proper realty title Certificate had been obtained and the Group had a marketable title and were entitled to transfer the property freely to third party, as at 31 May 2018, the value of the property would be RMB31,110,000 and as at 31 July 2018, the value of the property would be RMB31,090,000.

(4) There were vacant spaces in property nos. 11, 12, 15 and 16 with a total gross floor area of 6,085.57 sq m (65,506 sq ft) as at 31 July 2018. There is no change of vacant spaces between 31 May 2018 and 31 July 2018.

(5) There is no change in the existing use of each of the properties between 31 May 2018 and 31 July 2018.

IIA-9 APPENDIX IIA PROPERTY VALUATION REPORT

VALUATION REPORT

Group I – Completed properties held by the Group for owner occupation in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 July 2018

1. Unit Nos. 1-6 on Level 2, The property comprises six units on the The property was No commercial value Rui Xing Court 2nd level of a 7-storey residential owner occupied. (See Note (1)) (Block No. 9), Phase 1 of building completed in 1994. City Garden, Jiang Bei Minor District No. 12, The various units of the property have Huizhou, Guangdong a total gross floor area of 490.88 sq m Province, the PRC (5,284 sq ft).

(中國廣東省惠州市江北 The property is situated at Huicheng 12號小區城市花園一期 District, which is predominantly a 9座瑞興閣2層1至6號 residential area. Developments in the 單元) vicinity comprise mainly residential and commercial developments such as Tijing Bay, Fulham international center, etc.

As advised by the Group, the land use rights of the property have been granted for a term commencing on 27 April 1993 and expiring on 27 April 2063.

Notes:-

(1) We note that the property has not been issued with any 房地產權證 (Realty Title Certificate). In the course of our valuation, we have assigned no commercial value to this property. For the reference purpose of the Group only, if the proper Realty Title Certificate had been obtained and the Group had a marketable title and were entitled to transfer the property freely to third party, as at 31 July 2018, the value of the property would be RMB4,690,000 (RENMINBI FOUR MILLION SIX HUNDRED AND NINETY THOUSAND).

(2) According to six Sale and Purchase Contracts all dated 10 August 1994, Advancetex International Trading (HK) Co., Ltd. has agreed to purchase the various units of the property, comprising a total gross floor area of 490.88 sq m, at a total consideration of HK$1,470,000.

(3) We have been provided with a legal opinion issued by the Company’s legal adviser, which contains, inter alia, the following information:

(i) Advancetex International Trading (HK) Co., Ltd. (a wholly-owned subsidiary of the Group) has entered into Sale and Purchase Contracts of the property and filed in the relevant local authority;

(ii) The property is not subject to mortgage;

(iii) Advancetex International Trading (HK) Co., Ltd. has submitted the application for transfer of title from 惠州花城房產有限公司; and

(iv) Advancetex International Trading (HK) Co., Ltd. is entitled to occupy and use the property.

IIA-10 APPENDIX IIA PROPERTY VALUATION REPORT

VALUATION REPORT

Group I – Completed properties held by the Group for owner occupation in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 July 2018

2. Unit Nos. 1-6 on Level 2, The property comprises six units on the The property was No commercial value Rui He Court 2nd level of a 7-storey residential owner occupied. (Please see Note (1)) (Block No. 12), Phase 1 of building completed in 1995. City Garden, Jiang Bei Minor District No. 12, The various units of the property have Huizhou, Guangdong a total gross floor area of 490.88 sq m Province, the PRC (5,284 sq ft).

(中國廣東省惠州市江北 The property is situated at Huicheng 12號小區城市花園一期12 District, which is predominantly a 座瑞興閣2層1至6號單元) residential area. Developments in the vicinity comprise mainly residential and commercial developments such as Tijing Bay, Fulham international center, etc.

As advised by the Group, the land use rights of the property have been granted for a term commencing on 27 April 1993 and expiring on 27 April 2063.

Notes:-

(1) We note that the property has not been issued with any 房地產權證 (Realty Title Certificate). In the course of our valuation, we have assigned no commercial value to this property. For the reference purpose of the Group only, if the proper Realty Title Certificate had been obtained and the Group had a marketable title and were entitled to transfer the property freely to third party, as at 31 July 2018, the value of the property would be RMB4,990,000 (RENMINBI FOUR MILLION NINE HUNDRED AND NINETY THOUSAND).

(2) According to six Sale and Purchase Contracts Nos. 0000100 and 0000211-5 all dated 31 July 1996, Advancetex International Trading (HK) Co., Ltd. has agreed to purchase the various units of the property, comprising a total gross floor area of 490.88 sq m, at a total consideration of HK$1,360,009.

(3) We have been provided with a legal opinion issued by the Company’s legal adviser, which contains, inter alia, the following information:

(i) Advancetex International Trading (HK) Co., Ltd. (a wholly-owned subsidiary of the Group) has entered Sale and Purchase Contracts of the property and filed in the relevant local authority;

(ii) The property is not subject to mortgage;

(iii) Advancetex International Trading (HK) Co., Ltd. has submitted the application for transfer of title from 惠州花城房產有限公司; and

(iv) Advancetex International Trading (HK) Co., Ltd. is entitled to occupy and use the property.

IIA-11 APPENDIX IIA PROPERTY VALUATION REPORT

VALUATION REPORT

Group I – Completed properties held by the Group for owner occupation in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 July 2018

3. Unit Nos. 201 and 204 on The property comprises two units on The property was RMB2,070,000 Level 2, Staircase No. 4, the 2nd level of an 8-storey residential owner occupied. Block No. 1, Hui Xi Minor building completed in 1996. (RENMINBI TWO District, Jiang Han MILLION AND District, Wuhan, The various units of the property have SEVENTY Hubei Province, the PRC a total gross floor area of 120.60 sq m THOUSAND) (1,298 sq ft). (中國湖北省武漢市江漢區 (100% interest 惠西小區1座4梯2層201 The property is situated at Jiang Han attributable to 及204號單元) District, which is predominantly a the Group: commercial area. Developments in the RMB2,070,000) vicinity comprise mainly residential and commercial developments such as Ying Hu Apartment, Taipei Garden, Wuhan Shangri-La Hotel and Rui Tong Plaza, etc.

The land use rights of the property have been granted for an unspecified term for residential use.

Notes:-

(1) According to two Realty Title Certificates Nos. 9907630 and 9907631 both dated 16 March 1999, the title to the various units of the Property, comprising a total gross floor area of 120.60 sq m, for residential use, is vested in Advancetex Fashion Garment Mfy. (Hui Zhou) Limited.

(2) According to the Sale and Purchase Contract dated 30 November 1993, Advancetex Fashion Garment Mfy. (Hui Zhou) Limited has agreed to purchase the various units of the Property at a total consideration of RMB469,005.

(3) We have been provided with a legal opinion issued by the Company’s legal adviser, which contains, inter alia, the following information:

(i) Advancetex Fashion Garment Mfy. (Hui Zhou) Limited (a wholly-owned subsidiary of the Group) has obtained Realty Title Certificates of the property;

(ii) The property is not subject to mortgage; and

(iii) Advancetex Fashion Garment Mfy. (Hui Zhou) Limited is entitled to occupy, lease, transfer or mortgage the property.

(4) In valuing the property, we have assumed a unit rate of RMB17,140 per sq m for the property.

In undertaking our valuation, we have made reference to sale unit price of residential projects in the neighbouring districts which have characteristics comparable to the property. The sale unit prices fall in the range from RMB14,841 per sq m to RMB18,767 per sq m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments including location, accessibility, size and shape.

IIA-12 APPENDIX IIA PROPERTY VALUATION REPORT

VALUATION REPORT

Group I – Completed properties held by the Group for owner occupation in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 July 2018

4. Unit Nos. 18-301, 18-302, The property comprises three units on The property was RMB3,680,000 18-303 on Level 3, the 3rd level of a 7-storey residential owner occupied. Block No. 18, building completed in 1995. (RENMINBI THREE Xu Cheng Garden, MILLION SIX Bin He Street, The various units of the property have HUNDRED AND Nan Huan West Road, a total gross floor area of 255.43 sq m EIGHTY Qiao Xi District, (2,749 sq ft). THOUSAND) Shijiazhuang, Hebei Province, the PRC The property is situated at Qiaoxi (100% interest District, which is predominantly a attributable to (中國河北省石家莊市 commercial area. Developments in the the Group: 橋西區南環西路濱河街 vicinity comprise mainly residential RMB3,680,000) 旭城花園（18號樓）第3層 and commercial developments such as 18-301、18-302及18-303室) Hengda huafu, Wangjiao International, Tatan International shopping Mall, etc.

As advised by the Group, the land use rights of the property have been granted for a term of 70 years commencing on the date of issue of the Certificate for the Use of State-owned Land.

Notes:-

(1) According to three Building Ownership Certificate Nos. 6900249 - 6900251 all dated 19 January 1998, the title to the various units of the property, comprising a total gross floor area of 255.43 sq m, is vested in Advancetex International Trading (HK) Co., Ltd.

(2) We have been provided with a legal opinion issued by the Company’s legal adviser, which contains, inter alia, the following information:

(i) Advancetex International Trading (HK) Co., Ltd. (a wholly-owned subsidiary of the Group) has obtained the Certificates for the Use of State-owned Land and Building Ownership Certificates of the property;

(ii) The property is not subject to mortgage; and

(iii) Advancetex International Trading (HK) Co., Ltd. is entitled to occupy, lease, transfer or mortgage the property.

(3) In valuing the property, we have assumed a unit rate of RMB14,388 per sq m for the property.

In undertaking our valuation, we have made reference to sale unit price of residential projects in the neighbouring districts which have characteristics comparable to the property. The sale unit prices fall in the range from RMB14,368 per sq m to RMB15,750 per sq m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments including location, accessibility, size and shape.

IIA-13 APPENDIX IIA PROPERTY VALUATION REPORT

VALUATION REPORT

Group I – Completed properties held by the Group for owner occupation in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 July 2018

5. Unit C on Level 18, The property comprises a residential The property was RMB5,850,000 North Block, Cultural unit on the 18th level of a 24-storey owner occupied. Building, (plus a 1-level basement) commercial/ (RENMINBI FIVE No. 174 Wen De residential composite building MILLION EIGHT North Road, completed in 1990. HUNDRED AND Dong Shan District, FIFTY THOUSAND) Guangzhou, The property has a gross floor area of Guangdong Province, 107.85 sq m (1,161 sq ft). (100% interest the PRC attributable to The property is situated at Yuexiu the Group: (中國廣東省廣州市東山區 District, which is predominantly a RMB5,850,000) 文德北路174號文化大樓 commercial area. Developments in the 北座18層C單元) vicinity comprise mainly residential and commercial developments such as Beijing Road Pedestrian Street, China Plaza, Oriental Landmark and Wende Yaxuan, etc.

The land use rights of the property have been granted for an unspecified term for residential use.

Notes:-

(1) According to Realty Title Certificate No. 119196 dated 7 May 1994, the title to the property, comprising a gross floor area of 107.85 sq m, for residential use, is vested in Advancetex International Trading (H.K.) Co., Ltd.

(2) According to the Sale and Purchase Contract dated 6 April 1989, Advancetex International Trading (H.K.) Co., Ltd. has agreed to purchase the property at a total consideration of HK$556,130.

(3) We have been provided with a legal opinion issued by the Company’s legal adviser, which contains, inter alia, the following information:

(i) Advancetex International Trading (HK) Co., Ltd. (a wholly-owned subsidiary of the Group) has obtained the Realty Title Certificate of the property;

(ii) The property is not subject to mortgage; and

(iii) Advancetex International Trading (HK) Co., Ltd. is entitled to occupy, lease, transfer or mortgage the property.

(4) In valuing the property, we have assumed a unit rate of RMB54,646 per sq m for the property.

In undertaking our valuation, we have made reference to sale unit price of residential projects in the neighbouring districts which have characteristics comparable to the property. The sale unit prices fall in the range from RMB55,000 per sq m to RMB60,185 per sq m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments including location, accessibility, size and shape.

IIA-14 APPENDIX IIA PROPERTY VALUATION REPORT

VALUATION REPORT

Group I – Completed properties held by the Group for owner occupation in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 July 2018

6. Unit No. B202 on The property comprises a unit on the The property was RMB2,340,000 Level 2, 2nd level of a 7-storey residential owner occupied. Block B, Shen Ye Centre building completed in 1993. (RENMINBI TWO Apartment, MILLION THREE No. 22 Pei Xian Road, The property has a gross floor area of HUNDRED AND Shi Nan District, 99.70 sq m (1,073 sq ft). FORTY THOUSAND) Qingdao, Shandong Province, The property is situated at Shinan (100% interest the PRC District, which is predominantly a attributable to commercial area. Developments in the the Group: (中國山東省青島市市南區 vicinity comprise mainly residential RMB2,340,000) 沛縣路22號深業中心公寓 and commercial developments such as B座2樓B202號單位) Shenye Center Building, Jiangshandijing, Zhongyangguoji, etc.

The land use rights of the property have been granted for a term expiring on 15 July 2042 for residential use.

Notes:-

(1) According to Realty Title Certificate No.109168 issued by Qingdao Municipal Resources and Housing Administrative Bureau on 15 October 2003, the building ownership of the property with a gross floor area of 99.70 sq m for residential use is vested in Advancetex International Trading (H.K.) Co., Ltd.

(2) According to the Contract for Sale and Purchase of Real Estate dated 29 January 1994, Advancetex International Trading (H.K.) Co., Ltd. has agreed to purchase the property at a consideration of HK$421,000.

(3) We have been provided with a legal opinion issued by the Company’s legal adviser, which contains, inter alia, the following information:

(i) Advancetex International Trading (HK) Co., Ltd. (a wholly-owned subsidiary of the Group) has obtained the Realty Title Certificate of the property;

(ii) The property is not subject to mortgage; and

(iii) Advancetex International Trading (HK) Co., Ltd. is entitled to occupy, lease, transfer or mortgage the property.

(4) In valuing the property, we have assumed a unit rate of RMB23,477 per sq m for the property. In undertaking our valuation, we have made reference to sale unit price of residential projects in the neighbouring districts which have characteristics comparable to the property. The sale unit prices fall in the range from RMB22,026 per sq m to RMB26,076 per sq m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments including location, accessibility, size and shape.

IIA-15 APPENDIX IIA PROPERTY VALUATION REPORT

VALUATION REPORT

Group I – Completed properties held by the Group for owner occupation in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 July 2018

7. Retail Unit Nos 10112, The property comprises 3 retail units The property was RMB20,310,000 10132 and 10209 on Level 1 and Level 2 of a 3-storey owner occupied. 萬達新天地 complex building completed in around (RENMINBI Dongda Street, 2012. TWENTY MILLION Xian, Shaanxi Province, THREE HUNDRED The PRC The property has a total gross floor AND TEN area of 509.64 sq m (5,486 sq ft). THOUSAND) （中國陝西省西安市東大街萬達新天地10112、 The property is situated at Beilin (100% interest 10132、10209號商舖） District, which is predominantly a attributable to commercial area. Developments in the the Group: vicinity comprise mainly residential RMB20,310,000) and commercial developments such as Kai Yuan Shopping Mall. Century Ginwa Shopping Mall, CHICONY Square, etc.

The land use rights of the property have been granted for a term due to expire on 4 August 2051 for commercial use.

IIA-16 APPENDIX IIA PROPERTY VALUATION REPORT

Notes:-

(1) According to 3 Real Estate Title Certificates dated 16 April 2014, the real estate title of the property with a total gross floor area of 509.64 sq m have been vested in Shaanxi Jeanswest Clothing Company Limited (陜西真維斯服飾有限公司) commercial use with details as follows:

Certificate No. Unit Gross Floor Area (sq m)

1125108012IV-71-1-10112~1 10112 342.45 1125108012IV-71-1-10132~1 10132 83.29 1125108012IV-71-1-10209~1 10209 83.90

Total 509.64

(2) We have been provided with a legal opinion issued by the Company’s legal adviser, which contains, inter alia, the following information:

(i) Shaanxi Jeanswest Clothing Company Limited (陜西真維斯服飾有限公司) (a wholly-owned subsidiary of the Group has obtained the Real Estate Title Certificates of the property;

(ii) The property is not subject to mortgage; and

(iii) Shaanxi Jeanswest Clothing Company Limited (陜西真維斯服飾有限公司) is entitled to occupy, lease, transfer or mortgage the property.

(3) Our key assumptions of the valuation are:

Portion Market Unit Value Valuation Date (per sq m)

Retail RMB29,902-49,836 31 July 2018

In undertaking our valuation, we have made reference to sale unit price of retail projects in the neighbouring districts which have characteristics comparable to the property. The sale unit prices of retail level 1 fall in the range from RMB41,900 per sq m to RMB62,000 per sq m. The unit rates assumed by us are consistent with the relevant comparables after due adjustments including location, accessibility, size and shape.

IIA-17 APPENDIX IIA PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group for investment in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 July 2018

8. A factory complex situated The property occupies an The property was RMB37,750,000 at No. 10 Yun Shan East irregular-shaped site with an area of subject to various Road (formerly known as 8,917 sq m (95,983 sq ft). tenancies at a current (RENMINBI THIRTY No. 18 Yun Shan East total monthly rent of MILLION SEVEN Road), Jiang Bei District, The factory complex comprises RMB246,568 with HUNDRED AND Huizhou, a 7-storey workshop building, latest expiry on 31 FIFTY THOUSAND) Guangdong Province, a 7-storey dormitory building and May 2028, exclusive the PRC ancillary structures completed of real estate tax and (100% interest in 1992. outgoings. attributable to (位於中國廣東省惠州市江 the Group: 北區雲山東路10號（前稱為 The property has a total gross floor RMB37,750,000) 雲山東路18號）之工廠綜合 area of 18,500.92 sq m (199,144 sq ft), 建築物) the gross floor area breakdown is shown as follows:

Use Gross Floor Area (sq.m.) (sq.ft.)

Industrial 11,149.62 120,014 Canteen/ Dormitory 6,616.06 71,215 Boiler room 596.49 6,421 Electrical room 138.75 1,494

Total: 18,500.92 199,144

The property is situated at Huicheng District, which is predominantly a residential and commercial area. Developments in the vicinity comprise mainly residential and commercial developments such as King modern garden, Yuzhou hotel, etc.

The land use rights of the property have been granted for a term commencing on 15 August 1996 and expiring on 15 August 2046 for industrial use.

IIA-18 APPENDIX IIA PROPERTY VALUATION REPORT

Notes:-

(1) According to Certificate for the Use of State-owned Land No. (96) 13020100044 dated 15 August 1996, the land use rights of the property, comprising a site area of 8,917 sq m, have been granted to Advancetex Fashion Garment Mfy. (Hui Zhou) Limited for a term of 50 years from 15 August 1996 to 15 August 2046 for industrial use.

(2) According to four Realty Title Certificates all dated 2 August 2001, the title to the various buildings of the property, comprising a total gross floor area of 18,500.92 sq m, is held by Advancetex Fashion Garment Mfy. (Hui Zhou) Limited. Details of the said certificates are summarized as follows:-

Certificate No. Building Gross floor area (sq.m.)

C0186953 Workshop 11,149.62 C0186956 Canteen/Dormitory 6,616.06 C0186955 Boiler room 596.49 C0186954 Electrical room 138.75

Total: 18,500.92

(3) We have been provided with a legal opinion issued by the Company’s legal adviser, which contains, inter alia, the following information:

(i) Advancetex Fashion Garment Mfy. (Hui Zhou) Limited (a wholly-owned subsidiary of the Group) has obtained the Certificate for the Use of State-owned Land and Realty Title Certificates of the property;

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Advancetex Fashion Garment Mfy. (Hui Zhou) Limited is entitled to occupy, use, lease, transfer or mortgage the property.

(4) Our key assumptions of the valuation are:

Portion Market Monthly Rent Capitalization Rate Valuation Date (per sq m)

Industrial RMB13 8.75% 31 July 2018

In undertaking our valuation, we have made reference to lettings within the subject property as well as other similar properties within the same and neighbouring districts. The monthly rents of major industrial premises fall in the range from RMB12 per sq m to RMB15 per sq m.

We have gathered and analyzed the rates of return of relevant market segment which indicate a yield of approximately 8.75% for industrial premises.

The above market rent assumed by us is consistent with the relevant comparables after due adjustments. The capitalization rate adopted is reasonable having regard to the analyzed yields.

IIA-19 APPENDIX IIA PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group for investment in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 July 2018

9. An office building, The property occupies a parcel of land Portions of the RMB106,700,000 a canteen and with a site area of 37,647.60 sq m property with a total a warehouse situated (405,239 sq ft). gross floor area of (RENMINBI ONE at Jiang Bei Minor District 8,509.40 sq m were HUNDRED SIX No. 4, Huizhou, The property contains 3 blocks of leased for various MILLION AND SEVEN Guangdong Province, building including a 16-storey office terms with the latest HUNDRED the PRC building with basement, a 2-storey expiry on 29 February THOUSAND) canteen building and a 4-storey 2028 at a total current (位於中國廣東省惠州市江 warehouse building with basement. The monthly rent of (100% interest 北小區4號之一幢辦公大 total above ground gross floor area of approximately attributable to 樓、一幢食堂及一幢貨倉) the property is 40,268.59 sq m RMB181,877, the Group: (433,451 sq ft). The property was exclusive of real estate RMB106,700,000) completed in between 2006 and 2008. tax and outgoings

The property is situated at Huicheng The remaining portion District, which is predominantly a of the property with residential and commercial area. gross floor area of Developments in the vicinity comprise 31,759.19 sq m mainly residential and commercial (341,856 sq ft) is developments such as King modern owner occupied. garden, Yuzhou hotel, etc.

As advised by the Group, the above ground gross floor areas of the above mentioned buildings are summarized as follows:

Use Gross Floor Area (sq.m.) (sq.ft.)

Block A 30,805.18 331,584 Block B 7,635.86 82,192 Canteen 1,827.55 19,672

Total: 40,268.59 433,448

The land use rights of the property have been granted for a term expiring on 19 August 2048 for industrial use.

IIA-20 APPENDIX IIA PROPERTY VALUATION REPORT

Notes:-

(1) According to Certificate for the Use of State-owned Land No. (2002) 13020100124 dated 27 December 2002, the land use rights of the property, comprising a site area of 37,647.60 sq m, have been granted to Advancetex Fashion Garment Mfy. (Hui Zhou) Limited for a term expiring on 19 June 2048 for industrial use.

(2) According to three Realty Title Certificates, the title to the various buildings of the property, comprising a total gross floor area of 40,268.59 sq m, is held by Advancetex Fashion Garment Mfy. (Hui Zhou) Limited. Details of the said certificates are summarized as follows:-

Certificate No. Building Gross floor area (sq.m.)

1100286209 Block A 30,805.18 1100286211 Block B 7,635.86 1100286210 Canteen 1,827.55

Total: 40,268.59

(3) We have been provided with a legal opinion issued by the Company’s legal adviser, which contains, inter alia, the following information:

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Advancetex Fashion Garment Mfy. (Hui Zhou) Limited is entitled to occupy, use, lease, transfer or mortgage the property.

(4) Our key assumptions of the valuation are:

Portion Market Monthly Rent Capitalization Rate Valuation Date (per sq m)

Industrial RMB20 8.50% 31 July 2018

We have gathered and analyzed the rates of return of relevant market segment which indicate a yield of approximately 8.50% for industrial premises.

The above market rent assumed by us is consistent with the relevant comparables after due adjustments. The capitalization rate adopted is reasonable having regard to the analyzed yields.

IIA-21 APPENDIX IIA PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group for investment in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 July 2018

10. A unit on Level 1 of No. The property comprises a unit on Level The property was No commercial value 69 Taiyuan North Street, 1 of a 5-storey plus basement retail subject to a tenancy at (Please see Note(1)) Heping District, Shenyang, building completed in 2006. an annual rent of Liaoning Province, the PRC RMB1,700,000 from The property has a gross floor area of 22 July 2017 to 21 (中國遼寧省沈陽市和平 467.74 sq m (5,035 sq ft). July 2018, exclusive of 區太原北街 real estate tax and 69號1層1個單位) The property is situated at Heping outgoings. District, which is predominantly a commercial area. Developments in the vicinity comprise mainly residential and commercial developments such as Zhongxing Commercial building, Wanda Plaza, New World Department Store, Wal-Mart, etc.

According to the Sales and Purchase Agreement, the land use rights of the property have been granted for a term from 25 July 2003 to 11 July 2043 for retail use.

Notes:-

(1) We note that the property has not been issued with any 房地產權證 (Realty Title Certificates). In the course of our valuation, we have assigned no commercial value to this property. For the reference purpose of the Group only, if the proper Realty Title Certificate had been obtained and the Group had a marketable title and were entitled to transfer the property freely to third party, as at 31 July 2018, the value of the property would be RMB31,090,000 (RENMINBI THIRTY-ONE MILLION AND NINETY THOUSAND).

(2) According to Commodity House Sales and Purchase Agreement No. 0732-04187-1302 dated 22 August 2006, 沈陽五洲商業廣場發展有限公司 (the vendor) sold the property with a gross floor area of 467.74 sq m to Liaoning Jeanswest Clothing Company Limited (遼寧真維斯服飾有限公司) (the purchaser) for a consideration of RMB21,999,999. The land use rights of the property have been granted for a term from 25 July 2003 to 11 July 2043 for retail use.

(3) We have been provided with a legal opinion issued by the Company’s legal adviser, which contains, inter alia, the following information:

(i) Liaoning Jeanswest Clothing Company Limited (遼寧真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) has not obtained the Building Ownership Certificate or the Real Estate Title Certificate;

(ii) Liaoning Jeanswest Clothing Company Limited (遼寧真維斯服飾有限公司) entered into a Commodity House Sales and Purchase Agreement No. 0732-04187-1302 with 沈陽五洲商業廣場發展有限公司 and such contract was signed and filed in Shenyang Real Estate Transaction Centre.;

(iii) According to the court decision in 2013, 沈陽五洲商業廣場發展有限公司 had to assist Liaoning Jeanswest Clothing Company Limited (遼寧真維斯服飾有限公司) in the title transfer and registration of the property within 60 days of the said decision; and

(iv) Liaoning Jeanswest Clothing Company Limited (遼寧真維斯服飾有限公司) is entitled to occupy and use the property.

IIA-22 APPENDIX IIA PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group for investment in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 July 2018

11. No. 30-1 Huahai Road, The property occupies a parcel of Portions of the RMB21,650,000 Shenyang Economic and industrial land with a site area of property with a total Technological 4,766.27 sq m (51,304 sq ft). gross floor area of (RENMINBI TWENTY Development Zone, 5,071 sq m (54,584 sq ONE MILLION SIX Shenyang, Liaoning The property comprises the whole ft) were leased for HUNDRED AND Province, the PRC block of a 6-storey building completed various terms with the FIFTY THOUSAND) in around 1990. latest expiry on 31 (中國遼寧省沈陽市經濟 July 2022 at a total (100% interest 技術開發區花海路30-1號) The property has a total gross floor area current monthly rent of attributable to the of 9,897.00 sq m (106,531 sq ft). approximately Group: RMB73,297, exclusive RMB21,650,000) The property is situated at Shenyang of real estate tax and Economic and Technological outgoings Development Zone, which is predominantly an industrial area. The remaining portions Developments in the vicinity comprise of the property with mainly industrial development such as gross floor area of Shengfang Medicine Co., Ltd., Meiyijia 4,826 sq m (51,947 sq Automobile Service Co., Ltd., etc. ft) is vacant.

The land use rights of the property have been granted for a term due to expire on 27 February 2062 for industrial use.

Notes:-

(1) According to Certificate for the Use of State-owned Land No. (2013) 111 issued by the Shenyang People’s Government on 26 January 2014, the land use rights of the property with an attributable site area of 4,766.27 sq m (51304 sq ft) have been vested in Liaoning Jeanswest Clothing Company Limited (遼寧真維斯服飾有限公司) for a land use term due to expire on 27 February 2062 for industrial use.

(2) According to Building Ownership Certificate No. N160005921 dated 22 April 2013, the building ownership of the property with a gross floor area of 9,897.00 sq m (106,531 sq ft) has been vested in Liaoning Jeanswest Clothing Company Limited (遼寧真維斯服飾有限公司) for industrial use.

IIA-23 APPENDIX IIA PROPERTY VALUATION REPORT

(3) We have been provided with a legal opinion issued by the Company’s legal adviser, which contains, inter alia, the following information:

(i) Liaoning Jeanswest Clothing Company Limited (a wholly-owned subsidiary of the Group) has obtained the Certificate for the Use of State-owned Land and Building Ownership Certificates of the property;

(ii) The property is not subject to mortgage; and

(iii) Liaoning Jeanswest Clothing Company Limited is entitled to occupy, use, lease, transfer or mortgage the property.

(4) Our key assumptions of the valuation are:

Portion Market Monthly Rent Capitalization Rate Valuation Date (per sq m)

Industrial RMB15 8% 31 July 2018

We have gathered and analyzed the rates of return of relevant market segment which indicative yield of approximately 8% for industrial premises.

The above market rent assumed by us is consistent with the relevant comparables after due adjustments. The capitalization rate adopted is reasonable having regard to the analyzed yields.

IIA-24 APPENDIX IIA PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group for investment in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 July 2018

12. Unit Nos. 2205 on Level The property comprises 1 unit on Portions of the RMB58,430,000 22; and Unit Nos. 2301, Level 22, 9 units on Level 23 and 9 property with a total 2302, 2303, 2304, 2305, units on Level 24 of a 27-storey plus gross floor area of (RENMINBI FIFTY 2306, 2307, 2308 and 2309 basement office building erected on 3,497.75 sq m (37,650 EIGHT MILLION on Level 23; and Unit Nos. a plot of land with site area of sq ft) were subject to FOUR HUNDRED AND 2401, 2402, 2403, 2404, 18,778 sq m (202,126 sq ft) various tenancies at a THIRTY THOUSAND) 2405, 2406, 2407, 2408 completed in 2014. current total monthly and 2409 on Level 24 of rent of RMB236,059 (100% interest Ruihe Centre situated at The property has a total gross floor with latest expiry date attributable to the No. 63 Tannan Road, area of 4,050.85 sq m (43,603 sq ft). on 23 May 2021, Group: Changan District, exclusive of real estate RMB58,430,000) Shijiazhuang, Hebei The property is situated at Changan tax and outgoings. Province, the PRC District, which is predominantly a commercial area. Developments in The remaining portion (中國河北省石家莊市長 the vicinity comprise mainly of the property with 安區談南路63號睿和中心 residential and commercial gross floor area of 22層2205單位, 23層2301, developments such as Heli Yayuan 553.1sq m (5,954 sq 2302, 2303, 2304, 2305, Community, Bi Jing Yuan ft) is vacant. 2306, 2307, 2308和2309單 Community, Jiupai Plaza, Kaiyuan 位, 以及24層2401, 2402, Plaza, etc. 2403, 2404, 2405, 2406, 2407, 2408和2409單位) The property has been granted for land use terms due to expire on 17 May 2082 for residential use and 17 May 2052 for residential and business/financial uses respectively.

Notes:-

(1) According to Certificate for the Use of State-owned Land No. (2013) 00100 issued by the Shijiazhuang People’s Government on 5 November 2013, the land use rights of the property with a total site area of 18,778 sq m have been vested in Shijiazhuang Heli Changan Real Estate Development Limited for land use terms due to expire on 17 May 2082 and 17 May 2052 for residential and business/financial uses respectively.

IIA-25 APPENDIX IIA PROPERTY VALUATION REPORT

(2) According to 19 Real Estate Title Certificates issued by 石家莊市國土資源局 (Shijiazhuang Land and Resources Bureau), the real estate ownership of the property with a total gross floor area of 4,050.85 sq m has been vested in Hebei Jeanswest Clothing Company Limited (河北真維斯服飾有限公司) with details as follows:-

Certificate No. Use Unit Gross Floor Area (sq m)

(2016) 0074887 Office 2205 553.10 (2016) 0061812 Office 2301 406.69 (2016) 0061811 Office 2302 94.65 (2016) 0061809 Office 2303 92.28 (2016) 0061805 Office 2304 92.28 (2016) 0061802 Office 2305 553.10 (2016) 0061801 Office 2306 130.14 (2016) 0061800 Office 2307 146.94 (2016) 0061799 Office 2308 145.39 (2016) 0061796 Office 2309 145.39 (2016) 0061793 Office 2401 338.02 (2016) 0061793 Office 2402 94.65 (2016) 0061790 Office 2403 92.28 (2016) 0061787 Office 2404 92.28 (2016) 0061784 Office 2405 553.10 (2016) 0061782 Office 2406 130.14 (2016) 0061778 Office 2407 130.14 (2016) 0061774 Office 2408 130.14 (2016) 0061763 Office 2409 130.14

Total 4,050.85

(3) We have been provided with a legal opinion issued by the Company’s legal adviser, which contains, inter alia, the following information:

(i) Hebei Jeanswest Clothing Company Limited (河北真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) has obtained the Certificate for the Use of State-owned Land and Realty Title Certificates of the property;

(ii) The property is not subject to mortgage; and

(iii) Hebei Jeanswest Clothing Company Limited (河北真維斯服飾有限公司) is entitled to occupy, lease, transfer or mortgage the property.

(4) Our key assumptions of the valuation are:

Portion Average Market Monthly Rent Capitalization Rate Valuation Date (per sq m)

Office RMB74-78 5.25% 31 July 2018

In undertaking our valuation, we have made reference to lettings within the subject property as well as other similar properties within the same and neighbouring districts. The monthly rents of major office premises fall in the range from RMB75 per sq m to RMB76 per sq m.

We have gathered and analyzed the rates of return of relevant market segment which indicate a yield of approximately 5.25% for office premises.

The above market rents assumed by us are consistent with the relevant comparables after due adjustments. The capitalization rate adopted is reasonable having regard to the analyzed yields.

IIA-26 APPENDIX IIA PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group for investment in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 July 2018

13. Unit Nos. 2601, 2602 and The property comprises three office The property was RMB7,610,000 2603 on Level 26 of Block units on Level 26 of a 28-storey plus subject to a tenancy at 1, No. 100 Nanneihuan basement building completed in 2011. a monthly rent of (RENMINBI SEVEN Street, Xiaodian District, RMB33,435 due to MILLION SIX Taiyuan, Shanxi Province, The property has a total gross floor expire on 6 March HUNDRED AND TEN the PRC area of 742.53 sq m (7,993 sq ft). 2019, exclusive of real THOUSAND) estate tax and (中國山西省太原市小店 The property is situated at Xiaodian outgoings. (100% interest 區南內環街100號1幢26層 District, which is predominantly a attributable to the 2601號、2602號和2603 commercial area. Developments in the Group: RMB7,610,000) 號) vicinity comprise mainly residential and commercial developments such as Wangfujing shopping center and Parkson Mall, etc.

The land use rights of the property have been granted for a term due to expire on 31 January 2047 for business and finance uses.

Notes:-

(1) According to 3 Certificates for the Use of State-owned Land issued by the Taiyuan People’s Government on 6 November 2012, the land use rights of the property with a total attributable site area of 65.94 sq m have been vested in Shanxi Jeanswest Clothing Company Limited (山西真維斯服飾有限公司) for a term due to expire on 31 January 2047 for business and finance uses with details as follows:

Certificate No. Unit Site Area (sq m)

(2012) 05003082 2601 27.53 (2012) 05003081 2602 17.09 (2012) 05003083 2603 21.32

Total 65.94

IIA-27 APPENDIX IIA PROPERTY VALUATION REPORT

(2) According to 3 Building Ownership Certificates issued by the Taiyuan Building Administrative Bureau on 19 September 2012, the building ownership of the property has been vested in Shanxi Jeanswest Clothing Company Limited (山西真維斯服飾有限公司) for office use with details as follows:

Certificate No. Unit Gross Floor Area (sq m)

S201217417 2601 309.98 S201217419 2602 192.51 S201217418 2603 240.04

Total 742.53

(3) We have been provided with a legal opinion issued by the Company’s legal adviser, which contains, inter alia, the following information:

(i) Shanxi Jeanswest Clothing Company Limited (山西真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) has obtained the Certificate for the Use of State-owned Land and Building Ownership Certificates of the property;

(ii) The property is not subject to mortgage; and

(iii) Shanxi Jeanswest Clothing Company Limited (山西真維斯服飾有限公司) is entitled to occupy, lease, transfer or mortgage the property.

(4) Our key assumptions of the valuation are:

Portion Market Monthly Rent Capitalization Rate Valuation Date (per sq m)

Office RMB60 5.5% 31 July 2018

In undertaking our valuation, we have made reference to lettings within the subject property as well as other similar properties within the same and neighbouring districts. The monthly rents of major office premises fall in the range from RMB57 per sq m to RMB60 per sq m.

We have gathered and analyzed the rates of return of relevant market segment which indicate a yield of 5.5% for office premises.

The above market rent assumed by us is consistent with the relevant comparables after due adjustments. The capitalization rate adopted is reasonable having regard to the analyzed yields.

IIA-28 APPENDIX IIA PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group for investment in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 July 2018

14. Unit No. 1 on Level 1 of The property comprises a retail The property was RMB26,310,000 Ping Street, No. 218 Bayi unit on Level 1 of a 30-storey building subject to a tenancy at Road, Yuzhong District, completed in 2001. a monthly rent of (RENMINBI TWENTY Chongqing, the PRC RMB140,000 from 15 SIX MILLION THREE The property has a gross floor May 2015 to 14 April HUNDRED AND TEN (中國重慶市渝中區八一路 area of 190.43 sq m (2,050 sq ft). 2021, exclusive of real THOUSAND) 218號平街第一層門面1) estate tax and The property is situated at YuZhong outgoings. (100% interest District, which is predominantly a attributable to the commercial area. Developments in the Group: vicinity comprise mainly residential RMB26,310,000) and commercial developments such as Metropolitan Plaza and Monument for Liberation (大都會廣場和解放碑), etc.

The land use rights of the property have been granted for a term due to expire on 9 November 2043 for mixed use.

IIA-29 APPENDIX IIA PROPERTY VALUATION REPORT

Notes:-

(1) According to Realty Title Certificate No. 101 (2007) 13424 dated 23 July 2007, the real estate title of the property with a gross floor area of 190.43 sq m (2,050 sq ft) has been vested in Chongqing Jeanswest Clothing Company Limited (重慶真維斯服飾有限公司) for a term due to expire on 9 November 2043 for mixed use.

(2) We have been provided with a legal opinion issued by the Company’s legal adviser, which contains, inter alia, the following information:

(i) Chongqing Jeanswest Clothing Company Limited (重慶真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) has obtained the Realty Title Certificates of the property;

(ii) The property is not subject to mortgage; and

(iii) Chongqing Jeanswest Clothing Company Limited (重慶真維斯服飾有限公司) is entitled to occupy, lease, transfer or mortgage the property.

(3) Our key assumptions of the valuation are:

Portion Market Monthly Rent Capitalization Rate Valuation Date (per sq m)

Retail RMB816 5% 31 July 2018

In undertaking our valuation, we have made reference to lettings within the subject property as well as other similar properties within the same and neighbouring districts. The monthly rents of major retail premises fall in the range from RMB690 per sq m to RMB845 per sq m.

We have gathered and analyzed the rates of return of relevant market segment which indicate a yield of approximately 5% for retail premises.

The above market rent assumed by us is consistent with the relevant comparables after due adjustments. The capitalization rate adopted is reasonable having regard to the analyzed yields.

IIA-30 APPENDIX IIA PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group for investment in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 July 2018

15. Unit Nos. 1 to 6 on Level The property comprises 6 units Portions of the RMB23,680,000 17, Block 1 of Wuhan City on Level 17 of a 25-storey plus property with gross Square (North), No. 160 basement office building floor area of 1,034.84 (RENMINBI TWENTY Qiaokou Road, Qiaokou completed in 2013. sq m (11,139 sq ft) THREE MILLION SIX District, Wuhan, Hubei were subject to various HUNDRED AND Province, the PRC The property has a total tenancies at a current EIGHTY THOUSAND) gross floor area of 1,365.25 sq m total monthly rent of (中國湖北省武漢市礄口 (14,696 sq ft). RMB50,693 with latest (100% interest 區礄口路160號武漢城市 expiry date on 9 July attributable to the 廣場（北）1棟17層1至6號) The property is situated at 2020, exclusive of real Group: Qiaokou District, which is estate tax and RMB23,680,000) predominantly a commercial area. outgoings. Developments in the vicinity comprise mainly residential and commercial The remaining portion developments such of the property with as Zhong Yu Mansion, Tong Xin gross floor area of Garden, Ge Zhou Ba Building 330.41 sq m (3,557 sq and Mei Jue Hotel, etc. ft) is vacant.

The property has been granted for a land use term due to expire on 29 November 2049 for retail and service uses.

Notes:-

(1) According to 6 State-owned Land Use Rights Certificates issued by the Wuhan People’s Government on 22 January 2014, the land use rights of the property have been vested in Hubei Jeanswest Clothing Company Limited (湖北真維斯服飾有限公司) for a land use term due to expire on 29 November 2049 for retail and service uses with details as follows:

Certificate No. Unit Attributable Site Area (sq m)

(2014) 45 1701 19.80 (2014) 46 1702 16.78 (2014) 47 1703 9.03 (2014) 44 1704 9.15 (2014) 43 1705 8.93 (2014) 48 1706 8.71

Total 72.40

IIA-31 APPENDIX IIA PROPERTY VALUATION REPORT

(2) According to 6 Building Ownership Certificates issued by the Wuhan Qiaokou District Housing Security and Management Bureau, the building ownership of the property have been vested in Hubei Jeanswest Clothing Company Limited (湖北真維斯服飾有限公司) for office use with details as follows:

Certificate No. Unit Gross Floor Area (sq m)

2014002242 1701 373.39 2014002335 1702 316.45 2014002241 1703 170.18 2014002330 1704 172.53 2014002334 1705 168.41 2014002333 1706 164.29

Total 1,365.25

(3) We have been provided with a legal opinion issued by the Company’s legal adviser, which contains, inter alia, the following information:

(i) Hubei Jeanswest Clothing Company Limited (湖北真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) has obtained the Certificate for the Use of State-owned Land and Building Ownership Certificates of the property;

(ii) The property is not subject to mortgage; and

(iii) Hubei Jeanswest Clothing Company Limited (湖北真維斯服飾有限公司) is entitled to occupy, lease, transfer or mortgage the property.

(4) Our key assumptions of the valuation are:

Portion Market Monthly Rent Capitalization Rate Valuation Date (per sq m)

Office RMB92-100 5.25% 31 July 2018

In undertaking our valuation, we have made reference to lettings within the subject property as well as other similar properties within the same and neighbouring districts. The monthly rents of major office premises fall in the range from RMB94 per sq m to RMB105 per sq m.

We have gathered and analyzed the rates of return of relevant market segment which indicate a yield of approximately 5.25% for office premises.

The above market rents assumed by us are consistent with the relevant comparables after due adjustments. The capitalization rate adopted is reasonable having regard to the analyzed yields.

IIA-32 APPENDIX IIA PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group for investment in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 July 2018

16. Unit No. 608, Youyi The property comprises an office Portions of the RMB12,280,000 Aboluo Building, No. 142 unit on Level 6 of a 33-storey office property with a gross 3rd section of Furong building completed in 2010. floor area of 743 sq m (RENMINBI TWELVE Zhong Road, Tianxin (7,998 sq ft) were MILLION TWO District, Changsha, Hunan The property has a gross floor area subject to various HUNDRED AND Province, the PRC of 1,119.06 sq m (12,046 sq ft). tenancies with a EIGHTY THOUSAND) current total monthly (中國湖南省長沙市天心 The property is situated at Tianxin rent of RMB39,322 (100% interest 區芙蓉中路三段142號友 District, which is predominantly a with latest expiry on 9 attributable to the 誼阿波羅大廈608室) commercial area. Developments in January 2028, Group: the vicinity comprise mainly inclusive of real estate RMB12,280,000) residential and commercial tax but exclusive of developments such as HongLin outgoings. International Building, HuiJin International Building and Helong The remaining portion Sports Center, etc. of the property with gross floor area of The land use rights of the property 376.06 sq m (4,048 sq have been granted for a term from 15 ft) is vacant. October 2007 to 24 August 2047 for office use.

Notes:-

(1) According to Certificate for the Use of State-owned Land No. (2013) 015183 issued by the Changsha People’s Government on 20 March 2013, the land use rights of the property with an attributable site area of 149.50 sq m (1,609 sq ft) have been vested in Hunan Jeanswest Clothing Company Limited (湖南真維斯服飾有限公司) for a land use term due to expire on 24 August 2047 for office use.

(2) According to Building Ownership Certificate No. 713012671 issued by the Changsha Municipal Commission of Housing and Urban-Rural Development on 25 March 2014, the building ownership of the property with a gross floor area of 1,119.06 sq m has been vested in Hunan Jeanswest Clothing Company Limited (湖南真維斯服飾有限公司) for office use.

IIA-33 APPENDIX IIA PROPERTY VALUATION REPORT

(3) We have been provided with a legal opinion issued by the Company’s legal adviser, which contains, inter alia, the following information:

(i) Hunan Jeanswest Clothing Company Limited (湖南真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) has obtained the Certificate for the Use of State-owned Land and Building Ownership Certificates of the property;

(ii) The property is not subject to mortgage; and

(iii) Hunan Jeanswest Clothing Company Limited (湖南真維斯服飾有限公司) is entitled to occupy, lease, transfer or mortgage the property.

(4) Our key assumptions of the valuation are:

Portion Market Monthly Rent Capitalization Rate Valuation Date (per sq m)

Office RMB66 5.5% 31 July 2018

In undertaking our valuations, we have made reference to lettings within the subject property as well as other similar properties within the same and neighbouring districts. The monthly rents of major office premises fall in the range from RMB60 per sq m to RMB66 per sq m.

We have gathered and analyzed the rates of return of relevant market segment which indicate a yield of approximately 5.5% for office premises.

The above market rent assumed by us is consistent with the relevant comparables after due adjustments. The capitalization rates adopted is reasonable having regard to the analyzed yields.

IIA-34 APPENDIX IIA PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group for investment in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 July 2018

17. Retail Unit Nos. 118, 123, The property comprises 4 retail units The property was RMB31,110,000 124 and 125 on Level 1 of on Level 1 of a 4-storey building subject to various Huachuang International completed in 2015. tenancies at a total (RENMINBI THIRTY Plaza, No. 109 Furong monthly rent of ONE MILLION ONE Middle Road Part 1, Kaifu The property has a total gross floor RMB142,445 with the HUNDRED AND TEN District, Changsha, Hunan area of 291.65 sq m (3,139 sq ft). latest expiry on 31 THOUSAND) Province, the PRC December 2025, The property is situated at Kaifu exclusive of real estate (100% interest (中國湖南省長沙市開福 District, which is predominantly tax and outgoings. attributable to the 區芙蓉中路一段109號華 a commercial area. Developments in Group: 創國際廣場第1層118、 the vicinity comprise mainly RMB31,110,000) 123、124和125號商舖) residential and commercial developments such as Hua Chuang International Plaza, Beichen Delta, Fu Xing World Financial Center, etc.

The land use rights of the property have been granted for land use terms due to expire on 5 August 2080 and 5 August 2050 for residential and other uses respectively.

Notes:-

(1) According to 4 Sales and Purchase Agreements dated 29 May 2015, 長沙華創房地產開發有限公司 (the vendor) sold the property with a total gross floor area of 291.29 sq m to Hunan Jeanswest Clothing Company Limited (湖南真維斯服飾有限公司) (the purchaser) for a total consideration of RMB24,419,196 with details as follows:

Agreement No. Unit Gross Floor Area Consideration (sq m) (RMB)

20140298118 118 175.78 16,832,693 20140298123 123 42.59 2,926,426 20140298124 124 43.40 2,763,712 20140298125 125 29.52 1,896,365

Total 291.29 24,419,196

IIA-35 APPENDIX IIA PROPERTY VALUATION REPORT

(2) According to 4 Real Estate Title Certificates (不動產權證) issued by the Changsha Municipal Bureau of Land and Resources (長沙国土資源局) on 13 November 2017, the real estate title of the property with a gross floor area of 291.65 sq m has been vested in Hunan Jeanswest Clothing Company Limited (湖南真維斯服飾有限公司) for retail use with details as follows.

Certificate No. Unit Gross Floor Area (sq m)

(2017) 0297618 118 176.00 (2017) 0297617 123 42.64 (2017) 0297616 124 43.45 (2017) 0297615 125 29.56

Total 291.65

(3) We have been provided with a legal opinion issued by the Company’s legal adviser, which contains, inter alia, the following information:

(i) Hunan Jeanswest Clothing Company Limited (湖南真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) has obtained the Real Estate Title Certificates of the property;

(ii) The property is not subject to mortgage; and

(iii) Hunan Jeanswest Clothing Company Limited (湖南真維斯服飾有限公司) is entitled to occupy, lease, transfer or mortgage the property.

(4) Our key assumptions of the valuation are:

Portion Market Monthly Rent Capitalization Rate Valuation Date (per sq m)

Retail RMB531-636 5.25% 31 July 2018

In undertaking our valuation, we have made reference to lettings within the subject property as well as other similar properties within the same and neighbouring districts. The monthly rents of major retail premises fall in the range from RMB475 per sq m to RMB660 per sq m.

We have gathered and analyzed the rates of return of relevant market segment which indicate a yield of approximately 5.25% for retail premises.

The above market rents assumed by us are consistent with the relevant comparables after due adjustments. The capitalization rate adopted is reasonable having regard to the analyzed yields.

IIA-36 APPENDIX IIA PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group for investment in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 July 2018

18. Retail Unit Nos. 1096 to The property comprises 11 retail units The property was RMB52,000,000 1106 on Level 1 and Nos. on Level 1 and 18 retail units on Level subject to various 2153 to 2161 and 2296 to 2 of a 15-storey complex building tenancies at a current (RENMINBI FIFTY 2304 on Level 2 of Jinzhi completed in around 2012. total monthly rent of TWO MILLION) Wanbo Mall, No. 16 RMB22,887 with the Fushou Street, Er’qi The property has a total gross floor latest expiry on 31 (100% interest District, Zhengzhou, area of 771.60 sq m (8,306 sq ft). July 2020, inclusive of attributable to the Henan Province, the PRC real estate tax but Group: The property is situated at Erqi exclusive of outgoings. RMB52,000,000) (中國河南省鄭州市二七區 District, which is predominantly a 福壽街16號金智萬博商城 commercial area. Developments in the 2層2153至2161號、2296至 vicinity comprise mainly commercial 2304號商舖及1層1096至 developments such as Zhongzhou Mall, 1106號商舖) The Mixc and Parkson, etc.

The land use rights of the property have been granted for a term due to expire on 29 August 2050 for commercial service use.

IIA-37 APPENDIX IIA PROPERTY VALUATION REPORT

Notes:-

(1) According to 29 Real Estate Title Certificates dated 27 August 2014, the real estate title of the property with a total gross floor area of 711.60 sq m has been vested in Henan Jeanswest Clothing Company Limited (河南真維斯服飾有限公司) for commercial service use with details as follows.

Certificate No. Unit Gross Floor Area (sq m)

(2018) 0035168 2153 15.57 (2018) 0035194 2154 15.57 (2018) 0035214 2155 15.57 (2018) 0035199 2156 20.59 (2018) 0035004 2157 22.81 (2018) 0035203 2158 16.53 (2018) 0035213 2159 16.55 (2018) 0035966 2160 17.87 (2018) 0035006 2161 18.81 (2018) 0035015 2296 13.66 (2018) 0034979 2297 25.96 (2018) 0035186 2298 26.76 (2018) 0035167 2299 21.32 (2018) 0034998 2300 21.32 (2018) 0035198 2301 18.15 (2018) 0035000 2302 25.25 (2017) 0105699 2303 11.08 (2018) 0035033 2304 26.19 (2018) 0035519 1096 12.98 (2018) 0034999 1097 45.05 (2018) 0035633 1098 40.43 (2018) 0035169 1099 9.33 (2018) 0035202 1100 14.66 (2018) 0035171 1101 40.43 (2018) 0035022 1102 41.28 (2018) 0035197 1103 24.76 (2018) 0042193 1104 90.64 (2018) 0035031 1105 71.29 (2018) 0039794 1106 31.19

Total 771.60

(2) We have been provided with a legal opinion issued by the Company’s legal adviser, which contains, inter alia, the following information:

(i) Henan Jeanswest Clothing Company Limited (河南真維斯服飾有限公司) (a wholly-owned subsidiary of the Group has obtained the Real Estate Title Certificates of the property;

(ii) The property is not subject to mortgage; and

(iii) Henan Jeanswest Clothing Company Limited (河南真維斯服飾有限公司) is entitled to occupy, lease, transfer or mortgage the property.

IIA-38 APPENDIX IIA PROPERTY VALUATION REPORT

(3) Our key assumptions of the valuations are:

Portion Market Monthly Rent Capitalization Rate Valuation Date (per sq m)

Retail RMB206-563 5% 31 July 2018

In undertaking our valuations, we have made reference to lettings within the subject property as well as other similar properties within the same and neighbouring districts. The monthly rents of major retail premises on Level 1 fall in the range from RMB533 per sq m to RMB639 per sq m.

We have gathered and analyzed the rates of return of relevant market segment which indicate a yield of approximately 5% for retail premises.

IIA-39 APPENDIX IIB PROPERTY VALUATION REPORT

The following is the text of a letter, summary of valuations and valuation report prepared for the purpose of incorporation in this Circular in accordance with Main Board Listing Rule Chapter 5 Rule 5.09, received from Cushman & Wakefield Limited, an independent property valuer, in connection with its opinion of value of the property interests of the Group as at 30 April 2018 or 31 May 2018 for accounting reference purpose only.

16/F Jardine House 1 Connaught Place Central Hong Kong

12 July 2018

The Directors Glorious Sun Enterprises (BVI) Limited 38/F, One Kowloon 1 Wang Yuen Street Kowloon Bay Kowloon Hong Kong

Dear Sirs,

INSTRUCTIONS, PURPOSE & VALUATION DATE

VALUATION BASIS

We confirm that the valuations are undertaken in accordance with the HKIS Valuation Standards 2017 Edition issued by the Hong Kong Institute of Surveyors.

Our valuation of each of the properties are on an entirety interest basis.

IIB-1 APPENDIX IIB PROPERTY VALUATION REPORT

In the course of our valuation of the properties, we have relied on the information and advice given by the Company regarding the titles to the properties and the interests of the Company in the properties in the PRC. Unless otherwise stated in the respective legal opinion, in valuing the properties, we have assumed that the Group has an enforceable title to each of the properties and has free and uninterrupted rights to use, occupy or assign the properties for the whole of the respective unexpired land use term as granted and that any premium payable has already been fully paid.

In respect of the properties situated in the PRC, the status of titles and grant of major certificates, approvals and licences, in accordance with the information provided by the Company are set out in the notes of the respective valuation report. We have assumed that all consents, approvals and licences from relevant government authorities for the developments have been obtained without onerous conditions or delays. We have also assumed that the design and construction of the properties are in compliance with the local planning regulations and have been approved by the relevant authorities.

SPECIAL ASSUMPTIONS

We note that some properties in Group I have not been issued with any 房地產權證 (Realty Title Certificates) nor 房屋所有權證 (Building Ownership Certificates). As advised by the Group, the Group is going to apply for the issue of 房屋所有權證 (Building Ownership Certificates) and there is no obstacle to obtain them. As instructed by the Group, in the course of our valuation, we have valued the properties based on the gross floor areas provided by the Group and SPECIALLY ASSUMED that the Group have obtained the Realty Title Certificates and Building Ownership Certificates and is entitled to transfer the properties freely and have marketable titles to the properties.

METHODS OF VALUATION

In valuing property nos. 1, 2, 3, 4, 5, 6 and 7, which are vacant or owner occupied, we have mainly used Market Comparison Method assuming sale of the property in its existing state by making reference to comparable sales evidence as available in the relevant market subject to appropriate adjustments including but not limited to location, accessibility, size and other relevant factors. This method is in line with the market practice.

In valuing properties nos. 8, 9, 11, 12, 13, 14, 15, 16, 17 and 18, which are leased, we have mainly used the Investment Method by capitalizing the rental income derived from the existing tenancies, if any, with due provision for the reversionary potential of each constituent portion of the property at appropriate capitalisation rates. When using Investment Method, we have mainly made reference to lettings within the subject property as well as other relevant comparable rental evidences of properties of similar use type subject to appropriate adjustments including but not limited to location, accessibility, age, quality, maintenance standards, size, time, configuration and other relevant factors.

IIB-2 APPENDIX IIB PROPERTY VALUATION REPORT

We note that property no. 10 in Group II have not been issued with any 房地產權證 (Realty Title Certificates) or 房屋所有權證 (Building Ownership Certificates). As advised by the Group, the 房地產權證 (Realty Title Certificates) cannot be obtained in the foreseeable future. In the course of our valuation, we have assigned no commercial value to property no. 10.

The capitalisation rates adopted in our valuations are based on our analyses of the yields of properties of similar use type after due adjustments. Such capitalisation rates are estimated with reference to the yields generally expected by the market for comparable properties of similar use type, which implicitly reflect the type and quality of the properties, the expectation of the potential future rental growth, capital appreciation and relevant risk factors. The capitalisation rates adopted are reasonable and in line with the market norm having regard to the analysed yields of transactions of the relevant use type.

SOURCE OF INFORMATION

We have relied to a very considerable extent on the information given by the Company and have accepted advice given to us on such matters as planning approvals, statutory notices, easements, tenures, identification of land and buildings, completion date of buildings, particulars of occupancy, tenancy details, site and floor areas, site and floor plans, number of parking spaces, total and expended development cost, pre-sale status, interests attributable to the Group and all other relevant matters.

TITLE INVESTIGATION

IIB-3 APPENDIX IIB PROPERTY VALUATION REPORT

SITE INSPECTION

CURRENCY

Unless otherwise stated, all monetary sums stated in our valuations are in Renminbi (“RMB”), the lawful currency of the PRC.

CONFIRMATION OF INDEPENDENCE

We hereby confirm that C&W and the undersigned have no pecuniary or other interests that could conflict with the proper valuation of the properties or could reasonably be regarded as being capable of affecting our ability to give an unbiased opinion.

OTHER DISCLOSURE

C&W (previously known as DTZ Debenham Tie Leung Limited or DTZ Cushman & Wakefield Limited) has conducted valuations of the properties contained in this report for the Company for accounting reference purpose since 2011.

C&W’s current rotation policy of signatory for valuation of the same assets for the same client is a maximum period of 7 years.

IIB-4 APPENDIX IIB PROPERTY VALUATION REPORT

The proportion of the total fees payable by the Company for valuation of the same properties during the preceding year relative to the total fee income of C&W is minimal.

INTENDED USE AND USER OF REPORT

This valuation report is issued for the use of the Company for year-end accounting purpose only.

NON-PUBLICATION AND CAVEATS

Neither the whole nor any part of this letter, summary of valuations and valuation report or for any reference thereto may be included in any document, circular or statement without our prior written approval of the form and context in which they will appear.

Finally and in accordance with our standard practice, we must state that this letter, summary of valuations and valuation report are for the use only of the party to whom they are addressed and no responsibility is accepted to any third party for the whole or any part of their contents.

We enclose herewith a summary of valuations and valuation report for your attention.

Yours faithfully, For and on behalf of Cushman & Wakefield Limited

Grace S.M. Lam MRICS, MHKIS, RPS(GP) Director Valuation & Advisory Services

Note: Ms. Grace S.M. Lam is a Registered Professional Surveyor who has over 25 years’ experience in the valuation of properties in the PRC, Hong Kong and other Asian countries. Ms. Lam has sufficient current national knowledge of the market, and the skills and understanding to undertake the valuations competently.

IIB-5 APPENDIX IIB PROPERTY VALUATION REPORT

SUMMARY OF VALUATIONS

Market value Market attributable to value as the Group as at at 31 May 2018 31 May 2018 based on Interest based on SPECIAL attributable SPECIAL Property ASSUMPTION (1) to the Group ASSUMPTION (1) (RMB) (%) (RMB)

Group I – Completed properties held by the Group in the PRC based on special assumptions

1. Unit Nos. 1-6 on Level 2, 4,690,000 100 4,690,000 Rui Xing Court (Block No. 9), (see SPECIAL (see SPECIAL Phase 1 of City Garden, ASSUMPTION in ASSUMPTION in Jiang Bei Minor District No. 12, Note (1) below) Note (1) below) Huizhou, Guangdong Province, the PRC

2. Unit Nos. 1-6 on Level 2, 4,990,000 100 4,990,000 Rui He Court (Block No. 12), (see SPECIAL (see SPECIAL Phase 1 of City Garden, ASSUMPTION in ASSUMPTION in Jiang Bei Minor District No. 12, Note (1) below) Note (1) below) Huizhou, Guangdong Province, the PRC

Sub-Total of Group I: 9,680,000

Note 1: We note that property nos. 1 and 2 in Group I have not been issued with any 房地產權證 (Realty Title Certificates). In their respective existing state, these properties have no commercial values. However, as advised by the Group, the Group is going to apply for the issue of 房地產權證 (Realty Title Certificates) and there is no obstacle to obtain them. As instructed by the Group, in the course of our valuation, we have valued property nos. 1 and 2 based on the gross floor areas provided by the Group and SPECIALLY ASSUMED that the Group is entitled to transfer the properties freely without encumbrances and has a marketable title to the properties.

IIB-6 APPENDIX IIB PROPERTY VALUATION REPORT

SUMMARY OF VALUATIONS

Market value in existing state Market value in Interest attributable to existing state as at attributable the Group as at Property 31 May 2018 to the Group 31 May 2018 (RMB) (%) (RMB)

Group II – Completed properties held by the Group in the PRC

3. Unit Nos. 201 and 204 on Level 2, 2,070,000 100 2,070,000 Staircase No. 4, Block No. 1, Hui Xi Minor District, Jiang Han District, Wuhan, Hubei Province, the PRC

4. Unit Nos. 18-301, 18-302 and 18-303 on Level 3, 3,680,000 100 3,680,000 (Block No. 18), Xu Cheng Garden, Bin He Street, Nan Huan West Road, Qiao Xi District, Shijiazhuang, Hebei Province, the PRC

5. Unit C on Level 18, 5,850,000 100 5,850,000 North Block, Cultural Building, No. 174 Wen De North Road, Dong Shan District, Guangzhou, Guangdong Province, the PRC

6. Unit No. B202 on Level 2, 2,340,000 100 2,340,000 Block B, Shen Ye Centre Apartment, No. 22 Pei Xian Road, Shi Nan District, Qingdao, Shandong Province, the PRC

7. Retail Unit Nos. 10112, 10132, 10209 20,310,000 100 20,310,000 萬達新天地 Dongda Street, Xian, Shaanxi Province, the PRC

IIB-7 APPENDIX IIB PROPERTY VALUATION REPORT

SUMMARY OF VALUATIONS

Market value in existing state Market value in Interest attributable to existing state as at attributable the Group as at Property 31 May 2018 to the Group 31 May 2018 (RMB) (%) (RMB)

8. A factory complex situated at 37,650,000 100 37,650,000 No. 10 Yun Shan East Road (Please see (formerly known as No. 18 Yun Shan East Road), Note (2)) Jiang Bei District, Huizhou, Guangdong Province, the PRC

9. An office building, a canteen and 106,200,000 100 106,200,000 a warehouse situated at Jiang Bei Minor District No. 4, Huizhou, Guangdong Province, the PRC

10. A unit on Level 1 of No N/A No No. 69 Taiyuan North Street, commercial commercial Heping District, value value Shenyang, (Please see Liaoning Province, the PRC Note (3))

11. No. 30-1 Huahai Road, 21,650,000 100 21,650,000 Shenyang Economic and Technological Development Zone, Shenyang, Liaoning Province, the PRC

12. Unit Nos. 2205 on Level 22; and 58,480,000 100 58,480,000 Unit Nos. 2301, 2302, 2303, 2304, 2305, 2306, 2307, 2308 and 2309 on Level 23; and Unit Nos. 2401, 2402, 2403, 2404, 2405, 2406, 2407, 2408 and 2409 on Level 24 of Ruihe Centre situated at No. 63 Tannan Road, Changan District, Shijiazhuang, Hebei Province, the PRC

IIB-8 APPENDIX IIB PROPERTY VALUATION REPORT

SUMMARY OF VALUATIONS

Market value in existing state Market value in Interest attributable to existing state as at attributable the Group as at Property 31 May 2018 to the Group 31 May 2018 (RMB) (%) (RMB)

13. Unit Nos. 2601, 2602 and 2603 on 7,610,000 100 7,610,000 Level 26 of Block 1, No. 100 Nanneihuan Street, Xiaodian District, Taiyuan, Shanxi Province, the PRC

14. Unit No. 1 on Level 1 of Ping Street, 26,370,000 100 26,370,000 No. 218 Bayi Road, Yuzhong District, Chongqing, the PRC

15. Unit Nos. 1 to 6 on Level 17, 23,650,000 100 23,650,000 Block 1 of Wuhan City Square (North), No. 160 Qiaokou Road, Qiaokou District, Wuhan, Hubei Province, the PRC

16. Unit No. 608, 12,300,000 100 12,300,000 Youyi Aboluo Building, No. 142, 3rd section of Furong Zhong Road, Tianxin District, Changsha, Hunan Province, the PRC

17. Retail Unit Nos. 118, 123, 124 and 125 on 31,100,000 100 31,100,000 Level 1 of Huachuang International Plaza, No. 109 Furong Middle Road Part 1, Kaifu District, Changsha, Hunan Province, the PRC

IIB-9 APPENDIX IIB PROPERTY VALUATION REPORT

SUMMARY OF VALUATIONS

Market value in existing state Market value in Interest attributable to existing state as at attributable the Group as at Property 31 May 2018 to the Group 31 May 2018 (RMB) (%) (RMB)

18. Retail Unit Nos. 1096 to 1106 on 52,000,000 100 52,000,000 Level 1 and 2153 to 2161 and 2296 to 2304 on Level 2 of Jinzhi Wanbo Mall, No. 16 Fushou Street, Er’qi District, Zhengzhou, Henan Province, the PRC

Sub-Total of Group II: 411,260,000

Note 2: The market value in existing state of Property No.8 as at 30 April 2018 was in the sum of RMB37,460,000.

Note 3: We note that the property has not been issued with any 房地產權證 (Realty Title Certificates). As advised by the Group, the 房地產權證 (Realty Title Certificates) cannot be obtained in the foreseeable future. In the course of our valuation, we have assigned no commercial value to this property. For the reference purpose of the Group only, if the proper realty title Certificate had been obtained and the Group had a marketable title and were entitled to transfer the property freely to third party, the value of the property would be RMB31,110,000.

Note 4: There were vacant spaces in property nos. 11, 12, 15 and 16 with a total gross floor area of 6,085.57 sq m (65,506 sq ft) as at 31 May 2018.

IIB-10 APPENDIX IIB PROPERTY VALUATION REPORT

VALUATION REPORT

Group I – Completed properties held by the Group in the PRC based on special assumptions

Market value as at 31 May 2018 based on Description Particulars of SPECIAL Property and tenure occupancy ASSUMPTION (1)

1. Unit Nos. 1-6 The property comprises six The property was RMB4,690,000 on Level 2, units on the 2nd level of a owner occupied. Rui Xing Court 7-storey residential building completed (Renminbi Four (Block No. 9), in 1994. Million Six Hundred Phase 1 of City Garden, and Ninety Thousand) Jiang Bei Minor District The various units of the property have No. 12, Huizhou, a total gross floor area of 490.88 sq m (100% interest Guangdong Province, (5,284 sq ft). attributable to the PRC the Group: The property is situated at Huicheng RMB4,690,000) (中國廣東省惠州市江北 District, which is predominantly a 12號小區城市花園一期9座 residential area. Developments in the (see SPECIAL 瑞興閣2層1至6號單元) vicinity comprise mainly residential ASSUMPTION in and commercial developments such as Note (1) below) Tijing bay, Fulham international center, etc.

As advised by the Group, the land use rights of the property have been granted for a term commencing on 27 April 1993 and expiring on 27 April 2063.

Notes:-

(1) We note that the property has not been issued with any 房地產權證 (Realty Title Certificates). In its existing state, the property has no commercial value. However, as advised by the Group, the Group is going to apply for the issue of 房地產權證 (Realty Title Certificates) and there is no obstacle to obtain them. As instructed by the Group, in the course of our valuation, we have valued the property based on the above mentioned gross floor area provided by the Group and SPECIALLY ASSUMED that the Group is entitled to transfer the property freely without encumbrances and has a marketable title to the property.

IIB-11 APPENDIX IIB PROPERTY VALUATION REPORT

(3) We have based on the information provided by the Group and prepared our valuation on the following assumptions:-

(i) Advancetex International Trading (HK) Co., Ltd. (a wholly-owned subsidiary of the Group) has obtained the State-owned Land Use Rights Certificates and Building Ownership Certificates of the property;

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Advancetex International Trading (HK) Co., Ltd. (a wholly-owned subsidiary of the Group) is entitled to use, lease, transfer or mortgage the property.

(4) In valuing the property based on the special assumptions, we have assumed a unit rate of RMB9,547 per sq m of the property.

In undertaking our valuation, we have made reference to sale unit price of residential projects in the neighbouring districts which have characteristics comparable to the property. The sale unit price is falling in the range from RMB10,240 per sq m to RMB11,718 per sq m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments including location, accessibility, size and shape.

IIB-12 APPENDIX IIB PROPERTY VALUATION REPORT

VALUATION REPORT

Group I – Completed properties held by the Group in the PRC based on special assumptions

Market value as at 31 May 2018 based on Particulars of SPECIAL Property Description and tenure occupancy ASSUMPTION (1)

2. Unit Nos. 1-6 on Level 2, The property comprises six units on the The property was RMB4,990,000 Rui He Court 2nd level of a 7-storey residential owner occupied. (Block No. 12), building completed in 1995. (Renminbi Four Phase 1 of City Garden, Million Nine Hundred Jiang Bei Minor District The various units of the property have and Ninety Thousand) No. 12, Huizhou, a total gross floor area of 490.88 sq m Guangdong Province, (5,284 sq ft). (100% interest the PRC attributable to The property is situated at Huicheng the Group: (中國廣東省惠州市江北 District, which is predominantly a RMB4,990,000) 12號小區城市花園一期 residential area. Developments in the 12座瑞和閣2層1至6號單元) vicinity comprise mainly residential (see SPECIAL and commercial developments such as ASSUMPTION in Tijing bay, Fulham international center, Note (1) below) etc.

As advised by the Group, the land use rights of the property have been granted for a term commencing on 27 April 1993 and expiring on 27 April 2063.

Notes:-

IIB-13 APPENDIX IIB PROPERTY VALUATION REPORT

(3) We have based on the information provided by the Group and prepared our valuation on the following assumptions:-

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Advancetex International Trading (HK) Co., Ltd. (a wholly-owned subsidiary of the Group) is entitled to use, lease, transfer or mortgage the property.

(4) In valuing the property based on the special assumptions, we have assumed a unit rate of RMB10,157 per sq m of the property.

In undertaking our valuation, we have made reference to sale unit price of residential projects in the neighbouring districts which have characteristics comparable to the property. The sale unit price is falling in the range from RMB10,240 per sq m to RMB11,718 per sq m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments including location, accessibility, size and shape.

IIB-14 APPENDIX IIB PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 May 2018

3. Unit Nos. 201 and 204 The property comprises two units on The property was RMB2,070,000 on Level 2, the 2nd level of an 8-storey residential owner occupied. Staircase No. 4, building completed in 1996. (Renminbi Two Block No. 1, Million and Seventy Hui Xi Minor District, The various units of the property have Thousand) Jiang Han District, a total gross floor area of 120.60 sq m Wuhan, (1,298 sq ft). (100% interest Hubei Province attributable to the PRC The property is situated at Jiang Han the Group: District, which is predominantly a RMB2,070,000) (中國湖北省武漢市江漢區 commercial area. Developments in the 惠西小區1座4梯2層201及 vicinity comprise mainly residential 204號單元) and commercial developments such as Ying Hu Apartment, Taipei Garden, Wuhan Shangri-La Hotel and Rui Tong Plaza, etc.

The land use rights of the property have been granted for an unspecified term for residential use.

Notes:-

(1) According to two Real Estate Title Certificates Nos. 9907630 and 9907631 both dated 16 March 1999, the title to the various units of the Property, comprising a total gross floor area of 120.60 sq m, for residential use, is vested in Advancetex Fashion Garment Mfy. (Hui Zhou) Limited.

(3) We have based on the information provided by the Group and prepared our valuation on the following assumptions:-

(i) Advancetex Fashion Garment Mfy. (Hui Zhou) Limited (a wholly-owned subsidiary of the Group) has obtained the State-owned Land Use Rights Certificates and Building Ownership Certificates of the property;

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Advancetex Fashion Garment Mfy. (Hui Zhou) Limited (a wholly-owned subsidiary of the Group) is entitled to use, lease, transfer or mortgage the property.

(4) In valuing the property, we have assumed a unit rate of RMB17,140 per sq m for the property.

In undertaking our valuation, we have made reference to sale unit price of residential projects in the neighbouring districts which have characteristics comparable to the property. The sale unit price is falling in the range from RMB14,841 per sq m to RMB18,767 per sq m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments including location, accessibility, size and shape.

IIB-15 APPENDIX IIB PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 May 2018

4. Unit Nos. 18-301, 18-302, The property comprises three units on The property was RMB3,680,000 18-303 on Level 3, the 3rd level of a 7-storey residential owner occupied. (Block No. 18), building completed in 1995. (Renminbi Three Xu Cheng Garden, Million Six Hundred Bin He Street, The various units of the property have and Eighty Thousand) Nan Huan West Road, a total gross floor area of 255.43 sq m Qiao Xi District, (2,749 sq ft). (100% interest Shijiazhuang, attributable to Hebei Province, The property is situated at Qiaoxi the Group: the PRC District, which is predominantly a RMB3,680,000) commercial area. Developments in the (中國河北省石家莊市 vicinity comprise mainly residential 橋西區南環西路濱河街 and commercial developments such as 旭城花園（18號樓）第3層 Hengda huafu, Wangjiao International, 18-301、18-302及18-303 Tatan International shopping Mall, etc. 室) As advised by the Group, the land use rights of the property have been granted for a term of 70 years commencing on the date of issue of the Certificate for the Use of State-owned Land.

Notes:-

(1) According to three Building Ownership Certificate Nos. 6900249 – 6900251 all dated 19 January 1998, the title to the various units of the property, comprising a total gross floor area of 255.43 sq m, is vested in Advancetex International Trading (HK) Co., Ltd.

(2) We have based on the information provided by the Group and prepared our valuation on the following assumptions:-

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Advancetex International Trading (HK) Co., Ltd. (a wholly-owned subsidiary of the Group) is entitled to use, lease, transfer or mortgage the property.

(3) In valuing the property, we have assumed a unit rate of RMB14,388 per sq m for the property.

In undertaking our valuation, we have made reference to sale unit price of residential projects in the neighbouring districts which have characteristics comparable to the property. The sale unit price is falling in the range from RMB14,368 per sq m to RMB15,750 per sq m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments including location, accessibility, size and shape.

IIB-16 APPENDIX IIB PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 May 2018

5. Unit C on Level 18, The property comprises a residential The property was RMB5,850,000 North Block, unit on the 18th level of a 24-storey owner occupied. Cultural Building, (plus a 1-level basement) commercial/ (Renminbi Five No. 174 Wen De North residential composite building Million Eight Hundred Road, completed in 1990. and Fifty Thousand) Dong Shan District, Guangzhou, The property has a gross floor area of (100% interest Guangdong Province, 107.85 sq m (1,161 sq ft). attributable to the the PRC Group: The property is situated at Yuexiu RMB5,850,000) (中國廣東省廣州市東山區 District, which is predominantly a 文德北路174號文化大樓 commercial area. Developments in the vicinity comprise mainly residential 北座18層C單元) and commercial developments such as Beijing Road Pedestrian Street, China Plaza, Oriental Landmark and Wende Yaxuan, etc.

The land use rights of the property have been granted for an unspecified term for residential use.

Notes:-

(1) According to Real Estate Title Certificate No. 119196 dated 7 May 1994, the title to the property, comprising a gross floor area of 107.85 sq m, for residential use, is vested in Advancetex International Trading (H.K.) Co., Ltd.

(2) According to the Sale and Purchase Contract dated 6 April 1989, Advancetex International Trading (H.K.) Co., Ltd. has agreed to purchase the property at a total consideration of HK$556,130.

(3) We have based on the information provided by the Group and prepared our valuation on the following assumptions:-

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Advancetex International Trading (HK) Co., Ltd. (a wholly-owned subsidiary of the Group) is entitled to use, lease, transfer or mortgage the property.

(4) In valuing the property, we have assumed a unit rate of RMB54,646 per sq m for the property.

In undertaking our valuation, we have made reference to sale unit price of residential projects in the neighbouring districts which have characteristics comparable to the property. The sale unit price is falling in the range from RMB55,000 per sq m to RMB60,185 per sq m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments including location, accessibility, size and shape.

IIB-17 APPENDIX IIB PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 May 2018

6. Unit No. B202 on The property comprises a unit on the The property was RMB2,340,000 Level 2, 2nd level of a 7-storey residential owner occupied. Block B, building completed in 1993. (Renminbi Two Shen Ye Centre Million Three Hundred Apartment, The property has a gross floor area of and Forty Thousand) No. 22 Pei Xian Road, 99.70 sq m (1,073 sq ft). Shi Nan District, (100% interest Qingdao, The property is situated at Shinan attributable to Shandong Province, District, which is predominantly a the Group: the PRC commercial area. Developments in the RMB2,340,000) vicinity comprise mainly residential (中國山東省青島市市南區 and commercial developments such as 沛縣路22號深業中心公寓 Shenye Center Building, B座2樓B202號單位) Jiangshandijing, Zhongyangguoji, etc.

The land use rights of the property have been granted for a term expiring on 15 July 2042 for residential use.

Notes:-

(1) According to Real Estate Title Certificate No. 109168 issued by Qingdao Municipal Resources and Housing Administrative Bureau on 15 October 2003, the building ownership of the property with a gross floor area of 99.70 sq m for residential use is vested in Advancetex International Trading (H.K.) Co., Ltd.

(3) We have based on the information provided by the Group and prepared our valuation on the following assumptions:-

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Advancetex International Trading (HK) Co., Ltd. (a wholly-owned subsidiary of the Group) is entitled to use, lease, transfer or mortgage the property.

(4) In valuing the property, we have assumed a unit rate of RMB23,477 per sq m for the property.

In undertaking our valuation, we have made reference to sale unit price of residential projects in the neighbouring districts which have characteristics comparable to the property. The sale unit price is falling in the range from RMB22,026 per sq m to RMB26,076 per sq m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments including location, accessibility, size and shape.

IIB-18 APPENDIX IIB PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 May 2018

7. Retail Unit Nos 10112, The property comprises 3 retail units The property was RMB20,310,000 10132, 10209 on Level 1 and Level 2 of a 3-storey owner occupied. 萬達新天地 complex building completed in around (Renminbi Twenty Dongda Street, 2012. Million Three Hundred Xian, and Ten Thousand) Shaanxi Province, The property has a total gross floor the PRC area of 509.64 sq m. (5,486 sqft) (100% interest attributable to (中國 The property is situated at Beilin the Group: 陝西省西安市東大街 District, which is predominantly a RMB20,310,000) 萬達新天地 commercial area. Developments in the 10112、10132、 vicinity comprise mainly residential 10209號商鋪) and commercial developments such as Kai Yuan Shopping Mall. Century Ginwa Shopping Mall, CHICONY Square, etc.

The land use rights of the property have been granted for a term due to expire on 4 August 2051 for commercial use.

Notes:-

(1) According to 3 Real Estate Certificates dated 16 April 2014, the real estate title of the property with a total gross floor area of 509.64 sq m have been vested in Shaanxi Jeanswest Clothing Company Limited (陝西真維斯服飾有限公司) commercial use with details as follows:

Certificate no. Unit Gross floor area (sq m)

1125108012IV-71-1-10112~1 10112 342.45 1125108012IV-71-1-10132~1 10132 83.29 1125108012IV-71-1-10209~1 10209 83.90

Total: 509.64

(2) We have based on the information provided by the Group and prepared our valuation on the following assumptions:-

(i) Shaanxi Jeanswest Clothing Company Limited (陝西真維斯服飾有限公司) (a wholly-owned subsidiary of the Group has obtained the State-owned Land Use Rights Certificates and Building Ownership Certificates of the property;

IIB-19 APPENDIX IIB PROPERTY VALUATION REPORT

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Shaanxi Jeanswest Clothing Company Limited (陝西真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) is entitled to use, lease, transfer or mortgage the property.

(3) Our key assumptions of the valuation are:

Portion Market unit value Valuation date (per sq m)

Retail Level 1 RMB49,836 31 May 2018 Retail Level 2 RMB29,902 31 May 2018

In undertaking our valuation, we have made reference to sale unit price of retail projects in the neighbouring districts which have characteristics comparable to the property. The sale unit price of retail level 1 is falling in the range from RMB41,900 per sq m to RMB62,000 per sq m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments including location, accessibility, size and shape.

IIB-20 APPENDIX IIB PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 May 2018

8. A factory complex The property occupies an As at the respective RMB37,650,000 situated at No. 10 irregular-shaped site with an area of valuation dates, the Yun Shan East Road 8,917 sq m (95,983 sq ft). property was subject (Renminbi Thirty (formerly known as to various tenancies at Seven Million Six No. 18 Yun Shan East The factory complex comprises a a current monthly rent Hundred and Fifty Road), 7-storey workshop building, a of RMB246,568 with Thousand) Jiang Bei District, 7-storey dormitory building and latest expiry on 31 Huizhou, ancillary structures completed in May 2028, exclusive (100% interest Guangdong Province, 1992. of property tax and attributable to the PRC outgoings. the Group: The property has a total gross floor RMB37,650,000) (位於中國廣東省惠州市江 area of 18,500.92 sq m (199,144 sq 北區雲山東路10號（前稱為 ft), the gross floor area breakdown Market value in 雲山東路18號）之工廠綜合 are shown as follows: existing state as at 建築物) 30 April 2018 Use Gross floor area (sq m) (sq ft) RMB37,460,000

Industrial 11,149.62 120,014 (Renminbi Thirty Canteen/Dormitory 6,616.06 71,215 Seven Million Four Boiler room 596.49 6,421 Hundred and Sixty Electrical room 138.75 1,494 Thousand)

Total: 18,500.92 199,144 (100% interest attributable to the Group: The property is situated at Huicheng RMB37,460,000) District, which is predominantly a residential and commercial area. Developments in the vicinity comprise mainly residential and commercial developments such as King modern garden, Yuzhou hotel, etc.

The land use rights of the property have been granted for a term commencing on 15 August 1996 and expiring on 15 August 2046 for industrial use.

Notes:-

IIB-21 APPENDIX IIB PROPERTY VALUATION REPORT

(2) According to four Real Estate Title Certificates all dated 2 August 2001, the title to the various buildings of the property, comprising a total gross floor area of 18,500.92 sq m, is held by Advancetex Fashion Garment Mfy. (Hui Zhou) Limited. Details of the said certificates are summarized as follows:-

Certificate no. Building Gross floor area (sq m)

C0186953 Workshop 11,149.62 C0186956 Canteen/Dormitory 6,616.06 C0186955 Boiler room 596.49 C0186954 Electrical room 138.75

Total: 18,500.92

(3) We have based on the information provided by the Group and prepared our valuation on the following assumptions:-

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Advancetex Fashion Garment Mfy. (Hui Zhou) Limited (a wholly-owned subsidiary of the Group) is entitled to use, lease, transfer or mortgage the property.

(4) Our key assumptions of the valuation are:

Portion Market monthly rent Capitalization rate Valuation date (per sq m)

Industrial RMB13 8.75% 31 May 2018 Industrial RMB13 8.75% 30 April 2018

In undertaking our valuation, we have made reference to lettings within the subject property as well as other similar properties within the same and neighbouring districts. The monthly rents of major industrial premises is falling in the range from RMB12 per sq m to RMB15 per sq m.

We have gathered and analyzed the rates of return of relevant market segment which indicate a yield of approximately 8.75% for industrial premises.

The above market rent assumed by us is consistent with the relevant comparables after due adjustments. The capitalization rate adopted is reasonable having regard to the analyzed yields.

IIB-22 APPENDIX IIB PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 May 2018

9. An office building, The property occupies a parcel of Portions of the RMB106,200,000 a canteen and land with a site area of 37,647.60 sq property with a total a warehouse situated at m (405,239 sq ft). gross floor area of (Renminbi One Jiang Bei Minor District 8,509.40 sq m were Hundred Six Million No. 4, Huizhou, The property contains 3 blocks of leased for various and Two Hundred Guangdong Province, building including a 16-storey office terms with the latest Thousand) the PRC building with basement, a 2-storey expiry on 29 February canteen building and a 4-storey 2028 at a total current (100% interest (位於中國廣東省惠州市江 warehouse building with basement. monthly rent of attributable to 北小區4號之一幢辦公大 The total above ground gross floor approximately the Group: 樓、一幢食堂及一幢貨倉) area of the property is 40,268.59 sq RMB181,877, RMB106,200,000) m (433,451 sq ft). The property was exclusive of property completed between 2006 and 2008. tax and outgoings

The property is situated at Huicheng The remaining portion District, which is predominantly a of the property is residential and commercial area. owner occupied by the Developments in the vicinity Group. comprise mainly residential and commercial developments such as King modern garden, Yuzhou hotel, etc.

As advised by the Group, the above ground gross floor areas of the above mentioned buildings are summarized as follows:

Use Gross floor area (sq m) (sq ft)

Block A 30,805.18 331,584 Block B 7,635.86 82,192 Canteen 1,827.55 19,672

Total: 40,268.59 433,448

The land use rights of the property have been granted for a term expiring on 19 August 2048 for industrial use.

Notes:-

IIB-23 APPENDIX IIB PROPERTY VALUATION REPORT

(2) According to three Real Estate Title Certificates, the title to the various buildings of the property, comprising a total gross floor area of 40,268.59 sq m, is held by Advancetex Fashion Garment Mfy. (Hui Zhou) Limited. Details of the said certificates are summarized as follows:-

Certificate no. Building Gross floor area (sq m)

1100286209 Block A 30,805.18 1100286211 Block B 7,635.866 1100286210 Canteen 1,827.55

Total: 40,268.59

(3) We have based on the information provided by the Group and prepared our valuation on the following assumptions:-

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Advancetex Fashion Garment Mfy. (Hui Zhou) Limited (a wholly-owned subsidiary of the Group) is entitled to use, lease, transfer or mortgage the property.

(4) Our key assumptions of the valuation are:

Portion Market monthly rent Capitalization rate Valuation date (per sq m)

Industrial RMB20 8.50% 31 May 2018

In undertaking our valuation, we have made reference to lettings within the subject property as well as other similar properties within the same and neighbouring districts. The monthly rents of major industrial premises is falling in the range from RMB19 per sq m to RMB22 per sq m.

We have gathered and analyzed the rates of return of relevant market segment which indicate a yield of approximately 8.50% for industrial premises.

The above market rent assumed by us is consistent with the relevant comparables after due adjustments. The capitalization rate adopted is reasonable having regard to the analyzed yields.

IIB-24 APPENDIX IIB PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 May 2018

10. A unit on Level 1 of The property comprises a unit The property was No commercial value No. 69 Taiyuan North on Level 1 of a 5-storey plus subject to a tenancy at Street, basement retail building an annual rent of Heping District, completed in 2006. RMB1,700,000 from Shenyang, 22 July 2017 to 21 Liaoning Province, The property has a gross floor July 2018, exclusive of the PRC area of 467.74 sq m. (5,035 sq ft) property tax and outgoings. (中國 The property is situated at Heping 遼寧省瀋陽市和平區 District, which is predominantly a 太原北街69號 commercial area. Developments in 1層1個單位) the vicinity comprise mainly residential and commercial developments such as Zhongxing Commercial building, Wanda Plaza, New World Department Store, Wal-Mart, etc.

According to the Sales and Purchase Agreement, the land use rights of the property have been granted for a term from 25 July 2003 to 11 July 2043 for retail use.

Notes:-

(1) We note that the property has not been issued with any 房地產權證 (Realty Title Certificates). As advised by the Group, the 房地產權證 (Realty Title Certificates) cannot be obtained in the foreseeable future. In the course of our valuation, we have assigned no commercial value to this property. For the reference purpose of the Group only, if the proper realty title Certificate had been obtained and the Group had a marketable title and were entitled to transfer the property freely to third party, the value of the property would be RMB31,110,000 (Renminbi Thirty One Million One Hundred and Ten Thousand).

(3) We have based on the information provided by the Group and prepared our valuation for reference purpose only per Note (1) on the following assumptions:-

(i) Liaoning Jeanswest Clothing Company Limited (遼寧真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) has obtained the State-owned Land Use Rights Certificates and Building Ownership Certificates of the property;

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Liaoning Jeanswest Clothing Company Limited (遼寧真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) is entitled to use, lease, transfer or mortgage the property.

IIB-25 APPENDIX IIB PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 May 2018

11. No. 30-1 Huahai Road, The property occupies a parcel of Portions of the RMB21,650,000 Shenyang Economic and industrial land with a site area of property with a total Technological 4,766.27 sq m. (51,304 sq ft) gross floor area of (Renminbi Twenty Development Zone, 5,071 sq m were leased One Million Six Shenyang, The property comprises the whole for various terms with Hundred and Fifty Liaoning Province, block of a 6-storey building the latest expiry on 31 Thousand) the PRC completed in around 1990. July 2022 at a total current monthly rent of (100% interest (中國 The property has a total gross floor approximately attributable to 遼寧省瀋陽市 area of 9,897.00 sq m. RMB73,297, exclusive the Group: 經濟技術開發區 (106,531 sq ft) of property tax and RMB21,650,000) 花海路30-1號) outgoings The property is situated at Shenyang Economic and Technological The remaining portions Development Zone, which is of the property with predominantly a industrial area. gross floor area of Developments in the vicinity 4,826 sq m (51,947 sq comprise mainly industrial ft) is vacant. development such as Shengfang Medicine Co., Ltd., Meiyijia Automobile Service Co., Ltd., etc.

The land use rights of the property have been granted for a term due to expire on 27 February 2062 for industrial use.

Notes:-

(1) According to State-owned Land Use Rights Certificate No. (2013) 111 issued by the Shenyang People’s Government on 26 January 2014, the land use rights of the property with an attributable site area of 4,766.27 sq m have been vested in Liaoning Jeanswest Clothing Company Limited (遼寧真維斯服飾有限公司) for a land use term due to expire on 27 February 2062 for industrial use.

(2) According to Real Estate Certificate No. N160005921 dated 22 April 2013, the real estate title of the property with a gross floor area of 9,897.00 sq m has been vested in Liaoning Jeanswest Clothing Company Limited (遼寧真維斯服飾有限公司) for industrial use.

(3) We have based on the information provided by the Group and prepared our valuation on the following assumptions:-

(i) Liaoning Jeanswest Clothing Company Limited (a wholly-owned subsidiary of the Group) has obtained the State-owned Land Use Rights Certificates and Building Ownership Certificates of the property;

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Liaoning Jeanswest Clothing Company Limited (a wholly-owned subsidiary of the Group) is entitled to use, lease, transfer or mortgage the property.

IIB-26 APPENDIX IIB PROPERTY VALUATION REPORT

(4) Our key assumptions of the valuation are:

Portion Market monthly rent Capitalization rate Valuation date (per sq m)

Industrial RMB15 8% 31 May 2018

In undertaking our valuation, we have made reference to lettings within the subject property as well as other similar properties within the same and neighbouring districts. The monthly rents of major industrial premises is falling in the range from RMB15 per sq m to RMB20 per sq m.

We have gathered and analyzed the rates of return of relevant market segment which indicative yield of approximately 8% for industrial premises.

The above market rent assumed by us is consistent with the relevant comparables after due adjustments. The capitalization rate adopted is reasonable having regard to the analyzed yields.

IIB-27 APPENDIX IIB PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 May 2018

12. Unit Nos. 2205 on Level The property comprises 1 unit on Portion of the property RMB58,480,000 22; and Unit Nos. 2301, Level 22, 9 units on Level 23 and 9 with gross floor area 2302, 2303, 2304, 2305, units on Level 24 of a 27-storey plus of 3,497.75 sq m was (Renminbi Fifty Eight 2306, 2307, 2308 and 2309 basement office building erected on subject to various Million Four Hundred on Level 23; and Unit Nos. a plot of land with site area of tenancies at a current and Eighty Thousand) 2401, 2402, 2403, 2404, 18,778 sq m (202,126 sq ft) monthly rent of 2405, 2406, 2407, 2408 completed in 2014. RMB236,059 with (100% interest and 2409 on Level 24 of latest expiry date on attributable to Ruihe Centre situated at The property has a total gross 23 May 2021, the Group: No. 63 Tannan Road, floor area of 4,050.85 sq m. (43,603 exclusive of property RMB58,480,000) Changan District, sq ft) tax and outgoings. Shijiazhuang, Hebei Province, The property is situated at Changan The remaining portion the PRC District, which is predominantly a of the property with commercial area. Developments in gross floor area of (中國 the vicinity comprise mainly 553.1sq m (5,954 sq 河北省石家莊市 residential and commercial ft) is vacant. 長安區談南路63號 developments such as Heli Yayuan 睿和中心 Community, Bi Jing Yuan 22層2205單位, Community, Jiupai Plaza, Kaiyuan 23層2301, 2302, 2303, Plaza, etc. 2304, 2305, 2306, 2307, 2308和2309單位, 以及 The property has been granted for 24層2401, 2402, 2403, land use terms due to expire on 17 2404, 2405, 2406, 2407, May 2082 for residential use and 17 2408和2409單位) May 2052 for residential and business/financial uses respectively.

Notes:-

(1) According to State-owned Land Use Rights Certificate No. (2013) 00100 issued by the Shijiazhuang People’s Government on 5 November 2013, the land use rights of the property with a total site area of 18,778 sq m have been vested in Shijiazhuang Heli Changan Real Estate Development Limited for land use terms due to expire on 17 May 2082 and 17 May 2052 for residential and business/financial uses respectively.

IIB-28 APPENDIX IIB PROPERTY VALUATION REPORT

(2) According to 19 Real Estate Certificates issued by 石家莊市國土資源局 (Shijiazhuang Land and Resources Bureau), the real estate ownership of the property with a total gross floor area of 4,050.85 sq m has been vested in Hebei Jeanswest Clothing Company Limited (河北真維斯服飾有限公司) with details as follows:-

Certificate no. Use Unit Gross floor area (sq m)

Total: 4,050.85

(3) We have based on the information provided by the Group and prepared our valuation on the following assumptions:-

(i) Hebei Jeanswest Clothing Company Limited (河北真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) has obtained the State-owned Land Use Rights Certificates and Building Ownership Certificates of the property;

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Hebei Jeanswest Clothing Company Limited (河北真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) is entitled to use, lease, transfer or mortgage the property.

IIB-29 APPENDIX IIB PROPERTY VALUATION REPORT

(4) Our key assumptions of the valuation are:

Average market Portion monthly rent Capitalization rate Valuation date (per sq m)

Office Level 22 RMB74 5.25% 31 May 2018 Office Level 23 RMB77 5.25% 31 May 2018 Office Level 24 RMB78 5.25% 31 May 2018

In undertaking our valuation, we have made reference to lettings within the subject property as well as other similar properties within the same and neighbouring districts. The monthly rents of major office premises is falling in the range from RMB75 per sq m to RMB76 per sq m.

We have gathered and analyzed the rates of return of relevant market segment which indicate a yield of approximately 5.25% for office premises.

The above market rent assumed by us is consistent with the relevant comparables after due adjustments. The capitalization rate adopted is reasonable having regard to the analyzed yields.

IIB-30 APPENDIX IIB PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 May 2018

13. Unit Nos. 2601, 2602 and The property comprises three office The property was RMB7,610,000 2603 on Level 26 units on Level 26 of a 28-storey plus subject to a tenancy at of Block 1, basement building completed in a monthly rent of (Renminbi Seven No. 100 Nanneihuan 2011. RMB33,435 due to Million Six Hundred Street, expire on 6 March and Ten Thousand) Xiaodian District, The property has a total gross floor 2019, exclusive of Taiyuan, area of 742.53 sq m. (7,993 sq ft) property tax and (100% interest Shanxi Province, outgoings. attributable to the PRC The property is situated at Xiaodian the Group: District, which is predominantly a RMB7,610,000) (中國 commercial area. Developments in 山西省太原市小店區 the vicinity comprise mainly 南內環街100號 residential and commercial 1幢26層2601號、 developments such as Wangfujing 2602號和2603號) shopping center and Parkson Mall, etc.

The land use rights of the property have been granted for a term due to expire on 31 January 2047 for business and finance uses.

Notes:-

Certificate no. Unit Site area (sq m)

(2012) 05003082 2601 27.53 (2012) 05003081 2602 17.09 (2012) 05003083 2603 21.32

Total: 65.94

IIB-31 APPENDIX IIB PROPERTY VALUATION REPORT

Certificate no. Unit Gross floor area (sq m)

S201217417 2601 309.98 S201217419 2602 192.51 S201217418 2603 240.04

Total: 742.53

(3) We have based on the information provided by the Group and prepared our valuation on the following assumptions:-

(i) Shanxi Jeanswest Clothing Company Limited (山西真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) has obtained the State-owned Land Use Rights Certificates and Building Ownership Certificates of the property;

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Shanxi Jeanswest Clothing Company Limited (山西真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) is entitled to use, lease, transfer or mortgage the property.

(4) Our key assumptions of the valuation are:

Portion Market monthly rent Capitalization rate Valuation date (per sq m)

Office RMB60 5.5% 31 May 2018

In undertaking our valuation, we have made reference to lettings within the subject property as well as other similar properties within the same and neighbouring districts. The monthly rents of major office premises is falling in the range from RMB57 per sq m to RMB60 per sq m.

We have gathered and analyzed the rates of return of relevant market segment which indicate a yield of 5.5% for office premises.

The above market rent assumed by us is consistent with the relevant comparables after due adjustments. The capitalization rate adopted is reasonable having regard to the analyzed yields.

IIB-32 APPENDIX IIB PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 May 2018

14. Unit No. 1 on Level 1 of The property comprises a retail unit The property was RMB26,370,000 Ping Street, on Level 1 of a 30-storey building subject to a tenancy at No. 218 Bayi Road, completed in 2001. an monthly rent of (Renminbi Twenty Six Yuzhong District, RMB140,000 from 15 Million Three Hundred Chongqing, The property has a gross floor area May 2015 to 14 April and Seventy the PRC of 190.43 sq m. (2,050 sq ft) 2021, exclusive of Thousand) property tax and (中國 The property is situated at YuZhong outgoings. (100% interest 重慶市渝中區 District, which is predominantly a attributable to 八一路218號 commercial area. Developments in the Group: 平街第一層門面1) the vicinity comprise mainly RMB26,370,000) residential and commercial developments such as Mertopolitan Plaza and Monument for Liberation (大都會廣場和解放碑), etc.

The land use rights of the property have been granted for a term due to expire on 9 November 2043 for mixed use.

Notes:-

(1) According to Real Estate Certificate No. 101 (2007) 13424 dated 23 July 2007, the real estate title of the property with a gross floor area of 190.43 sq m has been vested in Chongqing Jeanswest Clothing Company Limited (重慶真維斯服飾有限公司) for a term due to expire on 9 November 2043 for mixed use.

(2) We have based on the information provided by the Group and prepared our valuation on the following assumptions:-

(i) Chongqing Jeanswest Clothing Company Limited (重慶真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) has obtained the State-owned Land Use Rights Certificates and Building Ownership Certificates of the property;

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Chongqing Jeanswest Clothing Company Limited (重慶真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) is entitled to use, lease, transfer or mortgage the property.

IIB-33 APPENDIX IIB PROPERTY VALUATION REPORT

(3) Our key assumptions of the valuation are:

Portion Market monthly rent Capitalization rate Valuation date (per sq m)

Office RMB816 5.0% 31 May 2018

In undertaking our valuation, we have made reference to lettings within the subject property as well as other similar properties within the same and neighbouring districts. The monthly rents of major retail premises is falling in the range from RMB690 per sq m to RMB845 per sq m.

We have gathered and analyzed the rates of return of relevant market segment which indicate a yield of approximately 5% for retail premises.

The above market rent assumed by us is consistent with the relevant comparables after due adjustments. The capitalization rate adopted is reasonable having regard to the analyzed yields.

IIB-34 APPENDIX IIB PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 May 2018

15. Unit Nos. 1 to 6 on The property comprises 6 units on Portion of the property RMB23,650,000 Level 17, Level 17 of a 25-storey plus with gross floor area Block 1 of Wuhan City basement office building completed of 1,034.84 sq m was (Renminbi Twenty Square (North), in 2013. subject to various Three Million Six No. 160 Qiaokou Road, tenancies at a current Hundred and Fifty Qiaokou District, The property has a total gross floor monthly rent of Thousand) Wuhan, area of 1,365.25 sq m. (14,696 sq ft) RMB50,693 with latest Hubei Province, expiry date on 9 July (100% interest the PRC The property is situated at Qiaokou 2020, exclusive of attributable to District, which is predominantly a property tax and the Group: (中國 commercial area. Developments in outgoings. RMB23,650,000) 湖北省武漢市礄口區 the vicinity comprise mainly 礄口路160號 residential and commercial The remaining portion 武漢城市廣場 (北) developments such as Zhong Yu of the property with 1棟17層1至6號) Mansion, Tong Xin Garden, Ge Zhou gross floor area of Ba Building and Mei Jue Hotel, etc. 330.41 sq m (3,557 sq ft) is vacant. The property has been granted for a land use term due to expire on 29 November 2049 for retail and service uses.

Notes:-

Certificate no. Unit Attributable site area (sq m)

(2014) 46 1701 19.80 (2014) 45 1702 16.78 (2014) 47 1703 9.03 (2014) 44 1704 9.15 (2014) 43 1705 8.93 (2014) 48 1706 8.71

Total: 72.40

IIB-35 APPENDIX IIB PROPERTY VALUATION REPORT

Certificate no. Unit Gross floor area (sq m)

2014002242 1701 373.39 2014002335 1702 316.45 2014002241 1703 170.18 2014002330 1704 172.53 2014002334 1705 168.41 2014002333 1706 164.29

Total: 1,365.25

(3) We have based on the information provided by the Group and prepared our valuation on the following assumptions:-

(i) Hubei Jeanswest Clothing Company Limited (湖北真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) has obtained the State-owned Land Use Rights Certificates and Building Ownership Certificates of the property;

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Hubei Jeanswest Clothing Company Limited (湖北真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) is entitled to use, lease, transfer or mortgage the property.

(4) Our key assumptions of the valuation are:

Portion Market monthly rent Capitalization rate Valuation date (per sq m)

Office 1701 RMB92 5.25% 31 May 2018 Office 1702 RMB97 5.25% 31 May 2018 Office 1703 RMB95 5.25% 31 May 2018 Office 1704 RMB100 5.25% 31 May 2018 Office 1705 RMB100 5.25% 31 May 2018 Office 1706 RMB95 5.25% 31 May 2018

In undertaking our valuation, we have made reference to lettings within the subject property as well as other similar properties within the same and neighbouring districts. The monthly rents of major office premises is falling in the range from RMB94 per sq m to RMB105 per sq m.

We have gathered and analyzed the rates of return of relevant market segment which indicate a yield of approximately 5.25% for office premises.

The above market rent assumed by us is consistent with the relevant comparables after due adjustments. The capitalization rate adopted is reasonable having regard to the analyzed yields.

IIB-36 APPENDIX IIB PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 May 2018

16. Unit No. 608, The property comprises an office Portions of the RMB12,300,000 Youyi Aboluo Building, unit on Level 6 of a 33-storey office property with a gross No. 142 3rd section of building completed in 2010. floor area of 743 sq m (Renminbi Twelve Furong Zhong Road, was subject to various Million and Three Tianxin District, The property has a gross floor area tenancies with a Hundred Thousand) Changsha, of 1,119.06 sq m. (12,046 sq ft) current total monthly Hunan Province, rent of RMB39,322 (100% interest the PRC The property is situated at Tianxin with latest expiry on 9 attributable to District, which is predominantly a January 2028, the Group: (中國 commercial area. Developments in inclusive of property RMB12,300,000) 湖南省長沙市天心區 the vicinity comprise mainly tax but exclusive of 芙蓉中路三段142號 residential and commercial outgoings 友誼阿波羅大厦 developments such as HongLin . 608室) International Building, HuiJin International Building and Helong The remaining portion Sports Center, etc. of the property with gross floor area of The land use rights of the property 376.06 sq m (4,048 sq have been granted for a term from 15 ft) is vacant. October 2007 to 24 August 2047 for office use.

Notes:-

(1) According to State-owned Land Use Rights Certificate No. (2013) 015183 issued by the Changsha People’s Government on 20 March 2013, the land use rights of the property with an attributable site area of 149.50 sq m have been vested in Hunan Jeanswest Clothing Company Limited (湖南真維斯服飾有限公司) for a land use term due to expire on 24 August 2047 for office use.

(3) We have based on the information provided by the Group and prepared our valuation on the following assumptions:-

(i) Hunan Jeanswest Clothing Company Limited (湖南真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) has obtained the State-owned Land Use Rights Certificates and Building Ownership Certificates of the property;

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Hunan Jeanswest Clothing Company Limited (湖南真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) is entitled to use, lease, transfer or mortgage the property.

IIB-37 APPENDIX IIB PROPERTY VALUATION REPORT

(4) Our key assumptions of the valuation are:

Portion Market monthly rent Capitalization rate Valuation date (per sq m)

Office RMB66 5.5% 31 May 2018

In undertaking our valuations, we have made reference to lettings within the subject property as well as other similar properties within the same and neighbouring districts. The monthly rents of major office premises is falling in the range from RMB60 per sq m to RMB66 per sq m.

We have gathered and analyzed the rates of return of relevant market segment which indicate a yield of approximately 5.5% for office premises.

The above market rent assumed by us is consistent with the relevant comparables after due adjustments. The capitalization rates adopted is reasonable having regard to the analyzed yields.

IIB-38 APPENDIX IIB PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 May 2018

17. Retail Unit Nos. 118, 123, The property comprises 4 retail units The property was RMB31,100,000 124 and 125 on Level 1 of on Level 1 of a 4-storey building subject to various Huachuang International completed in 2015. tenancies at a total (Renminbi Thirty One Plaza, monthly rent of Million and One No. 109 Furong Middle The property has a total gross floor RMB142,445 with the Hundred Thousand) Road Part 1, area of 291.55sq m. (3,139 sq ft) latest expiry on 31 Kaifu District, December 2025, (100% interest Changsha, The property is situated at Kaifu exclusive of property attributable to Hunan Province, District, which is predominantly a tax and outgoings. the Group: the PRC commercial area. Developments in RMB31,100,000) the vicinity comprise mainly (中國 residential and commercial 湖南省長沙市開福區 developments such as Hua Chuang 芙蓉中路一段109號 International Plaza, Beichen Delta, 華創國際廣場 Fu Xing World Financial Center, etc. 第1層118、123、124和 125號商鋪) The land use rights of the property have been granted for land use terms due to expire on 5 August 2080 and 5 August 2050 for residential and other uses respectively.

Notes:-

(1) According to 4 Sales and Purchase Agreements dated 29 May 2015, 長沙華創房地產開发有限公司 (the vendor) sold the property with a total gross floor area of 291.29 sq m to Hunan Jeanswest Clothing Company Limited (湖南真維斯服飾有限公司) (the purchaser) for a total consideration of RMB24,419,196 with details as follows.

Agreement no. Unit Gross floor area Consideration (sq m) (RMB)

20140298118 118 175.78 16,832,693 20140298123 123 42.59 2,926,426 20140298124 124 43.40 2,763,712 20140298125 125 29.52 1,896,365

Total: 291.29 24,419,196

IIB-39 APPENDIX IIB PROPERTY VALUATION REPORT

(2) According to 4 Real Estate Certificates (不動產權證), issued by the Changsha Municipal Bureau of Land and Resources (長沙國土資源局)on 13 November 2017, the realty title of the property with a gross floor area of 291.55 sq m has been vested in Hunan Jeanswest Clothing Company Limited (湖南真維斯服飾有限公司) for retail use. with details as follows.

Certificate no. Unit Gross floor area (sq m)

(2017) 0297618 118 176.00 (2017) 0297617 123 42.64 (2017) 0297616 124 43.35 (2017) 0297615 125 29.56

Total: 291.55

(3) We have based on the information provided by the Group and prepared our valuation on the following assumptions:-

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Hunan Jeanswest Clothing Company Limited (湖南真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) is entitled to use, lease, transfer or mortgage the property.

(4) Our key assumptions of the valuation are:

Market monthly Capitalization Portion rent rate Valuation date (per sq m)

Retail 118 RMB636 5.25% 31 May 2018 Retail 123, 124, 125 RMB531 5.25% 31 May 2018

In undertaking our valuation, we have made reference to lettings within the subject property as well as other similar properties within the same and neighbouring districts. The monthly rents of major retail premises is falling in the range from RMB475 per sq m to RMB660 per sq m.

We have gathered and analyzed the rates of return of relevant market segment which indicate a yield of approximately 5.25% for retail premises.

The above market rents assumed by us is consistent with the relevant comparables after due adjustments. The capitalization rate adopted is reasonable having regard to the analyzed yields.

IIB-40 APPENDIX IIB PROPERTY VALUATION REPORT

VALUATION REPORT

Group II – Completed properties held by the Group in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 May 2018

18. Retail Unit Nos. 1096 to The property comprises 11 retail The property was RMB52,000,000 1106 on Level 1 and Nos. units on Level 1 and 18 retail units subject to various 2153 to 2161 and 2296 to on Level 2 of a 15-storey complex tenancies at a current (Renminbi Fifty Two 2304 on Level 2 of Jinzhi building completed in around 2012. total monthly rent of Million) Wanbo Mall, RMB22,887 with latest No. 16 Fushou Street, The property has a total gross floor expiry 31 July 2020, (100% interest Er’qi District, area of 771.60 sq m. (8,306 sq ft) inclusive of property attributable to Zhengzhou, tax but exclusive of the Group: Henan Province, The property is situated at Erqi outgoings. RMB52,000,000) the PRC District, which is predominantly a commercial area. Developments in The remaining portion (中國 the vicinity comprise mainly of the property was 河南省鄭州市二七區 commercial developments such as vacant. 福壽街16號 Zhongzhou Mall, The Mixc and 金智萬博商城 Parkson, etc. 2層2153至2161號、2296 至2304號商鋪及1層1096 The land use rights of the property 至1106號商鋪) have been granted for a term due to expire on 29 August 2050 for commercial service use.

IIB-41 APPENDIX IIB PROPERTY VALUATION REPORT

Notes:-

(1) According to 29 Real Estate Certificates dated 27 August 2014, the real estate title of the property with a total gross floor area of 349.56 sq m has been vested in Henan Jeanswest Clothing Company Limited (河南真維斯服飾有限公司) for commercial service use with details as follows.

Certificate no. Unit Gross floor area (sq m)

Total: 771.60

(2) We have based on the information provided by the Group and prepared our valuation on the following assumptions:-

(i) Henan Jeanswest Clothing Company Limited (河南真維斯服飾有限公司) (a wholly-owned subsidiary of the Group has obtained the State-owned Land Use Rights Certificates and Building Ownership Certificates of the property;

(ii) The design and construction of the property are in compliance with the relevant government requirements;

(iii) The property is not subject to mortgage; and

(iv) Henan Jeanswest Clothing Company Limited (河南真維斯服飾有限公司) (a wholly-owned subsidiary of the Group) is entitled to use, lease, transfer or mortgage the property.

IIB-42 APPENDIX IIB PROPERTY VALUATION REPORT

(3) Our key assumptions of the valuations are:

Portion Market monthly rent Capitalization rate Valuation date (per sq m)

Retail Level 1 RMB541-563 5% 31 May 2018 Retail Level 2 RMB206 5% 31 May 2018

In undertaking our valuations, we have made reference to lettings within the subject property as well as other similar properties within the same and neighbouring districts. The monthly rent of major retail premises is falling in the range from RMB533 per sq m to RMB639 per sq m.

We have gathered and analyzed the rates of return of relevant market segment which indicate a yield of approximately 5% for retail premises.

The above market rents assumed by us are consistent with the relevant comparables after due adjustments. The capitalization rates adopted are reasonable having regard to the analyzed yields.

IIB-43 APPENDIX III GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

Interests and short positions of Directors and chief executive in shares of the Company and its associated corporation

Save as disclosed below, as at the Latest Practicable Date, none of the Directors and chief executives of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO), which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he was taken or deemed to have been taken under such provisions of the SFO); or were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers of the Listing Rules, to be notified to the Company and the Stock Exchange:

Long positions in shares of the Company

Percentage No. of of issued Name of Director Capacity shares held Total share capital

Dr. Charles Yeung, (i) Interest of controlled corporations 830,073,000 968,358,499 (1) & (2) 63.041% GBS, JP (ii) Joint interest 138,285,499

Mr. Yeung Chun Fan (i) Beneficial owner 75,000,000 1,053,453,499 (1), (2) & (3) 68.580% (ii) Interest of controlled corporations 830,073,000 (iii) Joint interest 138,285,499 (iv) Interest of spouse 10,095,000

Mr. Pau Sze Kee, Jackson Beneficial owner 9,370,000 9,370,000 0.610%

Mr. Hui Chung Shing, Beneficial owner 6,250,000 6,250,000 0.407% Herman, SBS, MH, JP

III-1 APPENDIX III GENERAL INFORMATION

Percentage No. of of issued Name of Director Capacity shares held Total share capital

Ms. Cheung Wai Yee (i) Beneficial owner 10,095,000 1,053,453,499 (1), (2) & (3) 68.580% (ii) Interest of spouse 1,043,358,499

Mr. Lau Hon Chuen, Beneficial owner 1,492,402 1,492,402 0.097% Ambrose, GBS, JP

Dr. Chung Shui Ming, Beneficial owner 408,000 408,000 0.027% Timpson, GBS, JP

Notes:

(1) 622,263,000 shares were held by Glorious Sun Holdings (BVI) Limited and 207,810,000 shares were held by Advancetex Holdings (BVI) Limited (the entire issued voting share capital of each of which was held as to 51.934% by Mr. Charles Yeung and as to 48.066% by Mr. Yeung Chun Fan). Mr. Charles Yeung and Mr. Yeung Chun Fan are directors in each of Glorious Sun Holdings (BVI) Limited and Advancetex Holdings (BVI) Limited.

(2) 138,285,499 shares were held by Mr. Charles Yeung and Mr. Yeung Chun Fan jointly.

(3) Ms. Cheung Wai Yee is the spouse of Mr. Yeung Chun Fan. 10,095,000 shares related to the same block of shares held by Ms. Cheung Wai Yee and 830,073,000 shares related to the same block of shares held by two companies controlled by Mr. Yeung Chun Fan.

Save as disclosed above, as at the Latest Practicable Date, so far as was known to the Directors, none of the Directors or proposed Directors is a director or employee of a company which has an interest or short position in the Shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. DIRECTORS’ OTHER INTEREST

As at the Latest Practicable Date, none of the Directors (or proposed Directors, if any) or their respective close associates had any interest in a business which competes or may compete, either directly or indirectly, with the business of the Group and would require disclosure under Rule 8.10 of the Listing Rules.

III-2 APPENDIX III GENERAL INFORMATION

As at the Latest Practicable Date, save as disclosed in the announcements of the Company dated 29 July 2016, 20 July 2017 and 31 July 2018 in respect of leasing of certain properties in Hong Kong and the PRC, none of the Directors had any direct or indirect interest in any assets which had since 31 December 2017 (being the date to which the latest published audited financial statements of the Company were made up) been acquired or disposed of by or leased to, or were proposed to be acquired or disposed of by or leased to any member of the Group.

Full particulars of the nature and extent of the interest of every Director or proposed Director as disclosed in the announcements of the Company dated 29 July 2016, 20 July 2017 and 31 July 2018 are set out below:

Payment of rent and management Relationship Property fee (as the case between leased by Use of may be) per the Landlord No. the Group property Location Landlord Term annum and the Directors

1. Huizhou Shop Retail shop PRC Yeung’s family 1 January 2017 to RMB1,100,000 a family in which Dr. (惠州店)# 31 December 2018 Charles Yeung and Mr. Yeung Chun Fan are members 1 January 2019 to RMB900,000 31 December 2020

2. Chengdu Shop Retail shop PRC Yeung Cheung 30 September 2015 RMB6,750,000 sons of Mr. Yeung Chun (成都店)# Yip and Yeung to 29 September Fan and Ms. Cheung Wai Hon Yip 2018 Yee

3. One Kowloon Office Hong Kong Rank Profit 1 August 2017 to HK$5,834,982 owned as to 66.7% and Premises Industries Limited 31 July 2020 33.3% by Dr. Charles Yeung and Mr. Yeung Chun Fan respectively

4. Silver Fair Director’s Hong Kong G. S. (Yeungs) 1 August 2017 to HK$540,000 owned as to 66.7% and Mansion residence Limited 31 July 2019 33.3% by Dr. Charles Yeung and Mr. Yeung Chun Fan respectively

5. Sea View Villa# Staff quarters Hong Kong G. S. (Yeungs) 1 August 2017 to HK$609,000 owned as to 66.7% and Limited 31 July 2019 33.3% by Dr. Charles Yeung and Mr. Yeung Chun Fan respectively

III-3 APPENDIX III GENERAL INFORMATION

Payment of rent and management Relationship Property fee (as the case between leased by Use of may be) per the Landlord No. the Group property Location Landlord Term annum and the Directors

6. Zhengzhou Office Office PRC 惠州市惠富置業有 1 August 2017 to RMB160,000 indirectly owned as to 98% (鄭州寫字樓)# 限公司 (Huizhou 31 July 2019 by Mr. Yeung Chun Fan, Hui Fu Properties Ms. Cheung Wai Yee Company and their sons Limited*)

7. Hengyang Shop Retail shop PRC 惠州旭興置業有限 1 August 2017 to 1 August 2017 owned as to 98% by星裕置 (衡陽店)# 公司(Huizhou Xu 14 December 2018 to 14 December 業(惠州)有限公司 Xing Property 2017: RMB612,097 (Xingyu Property Company for the whole term; (Huizhou) Company Limited*) 15 December 2017 to Limited*), which is 14 December 2018: indirectly owned as to RMB1,800,000 50% by each of Dr. Charles Yeung and Mr. Yeung Chun Fan

15 December 2018 to RMB1,300,000 14 December 2020

8. Xiangtan Shop Retail shop PRC 銀富房產(惠州) 1 August 2016 to RMB560,000 indirect wholly-owned by (湘潭店)# 有限公司 (Yin Fu 31 July 2018 Mr. Yeung Chun Fan, Properties Ms. Cheung Wai Yee (Huizhou) 1 August 2018 to RMB400,000 and their sons Company 31 July 2020 Limited*)

9. Shunde Shop Retail shop PRC Yeung Cheung Yip 1 August 2016 to RMB333,000 sons of Mr. Yeung Chun (順德店)# and Yeung Hon 31 July 2018 Fan and Ms. Cheung Wai Yip Yee

10. Xianyang Shop Retail shop PRC 惠州市惠富置業 1 August 2016 to RMB957,000 indirectly owned as to 98% (咸陽店)# 有限公司 31 July 2018 by Mr. Yeung Chun Fan, (Huizhou Hui Fu Ms. Cheung Wai Yee Properties 1 August 2018 to RMB700,000 and their sons Company 31 July 2020 Limited*)

11. Changchun Shop Retail shop PRC 惠州旭興置業有限 1 August 2018 to RMB1,600,000 owned as to 98% by星裕置 (長春店)# 公司 (Huizhou Xu 31 July 2020 業（惠州）有限公司 Xing Property (Xingyu Property Company (Huizhou) Company Limited*) Limited*), which is indirectly owned as to 50% by each of Dr. Charles Yeung and Mr. Yeung Chun Fan

III-4 APPENDIX III GENERAL INFORMATION

Payment of rent and management Relationship Property fee (as the case between leased by Use of may be) per the Landlord No. the Group property Location Landlord Term annum and the Directors

12. City Garden Staff quarters PRC Gloryear 1 August 2016 to RMB489,480 owned as to 50% by each (certain units)# Management 31 July 2018 of Dr. Charles Yeung Limited and Mr. Yeung Chun Fan 1 August 2018 to RMB409,440 31 July 2020

# These properties are leased by the Target Group. Upon Completion, these properties would cease to be leased by the Group as the Target Group would no longer form part of the Group.

Notes:

1. Dr. Charles Yeung is a Director and a substantial shareholder of the Company.

2. Mr. Yeung Chun Fan is a Director and a substantial shareholder of the Company.

3. Ms. Cheung Wai Yee is a Director and the spouse of Mr. Yeung Chun Fan.

4. Mr. Yeung Cheung Yip and Mr. Yeung Hon Yip are the sons of Mr. Yeung Chun Fan and Ms. Cheung Wai Yee.

As at the Latest Practicable Date, saved as disclosed in the announcements of the Company dated 6 April 2017 and 24 April 2017 in respect of: (1) the master agreement dated 6 April 2017 entered into between the Company and Jeanswest International (L) Limited in respect of the supply of apparel products and accessories to Jeanswest International (L) Limited and its subsidiaries by the Company and its subsidiaries at a maximum aggregate amount of HK$312,000,000 for the three years ending 31 December 2019; and (2) the agreement dated 24 April 2017 entered into between Jeanswest International (H.K.) Limited and Glory Star Investments Limited in respect of the outsourcing by Jeanswest International (H.K.) Limited of its product design, development and certain management functions to Glory Star Investments Limited for a term of no more than three years commencing from 24 April 2017 and expiring on 31 December 2019 at an annual cap of RMB10 million (equivalent to approximately HK$11.24 million at the exchange rate at that time), RMB15 million (equivalent to approximately HK$16.85 million at the exchange rate at that time), and RMB18 million (equivalent to approximately HK$20.22 million at the exchange rate at that time) for the year ended 31 December 2017, and the two years ending 31 December 2018 and 31 December 2019 respectively, none of the Directors was materially interested in any contract or arrangement which was significant in relation to the business of the Group.

4. SERVICE CONTRACT

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which is not expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation).

III-5 APPENDIX III GENERAL INFORMATION

5. EXPERTS AND CONSENTS

The following are the qualifications of the experts who have given opinions or advice which are contained in this circular:

Name Qualification

Yu Ming Investment a licensed corporation to carry out Type 1 (dealing in securities), Type 4 Management Limited (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO

Cushman & Wakefield professional independent property valuers Limited

Each of the above experts has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter, report or opinion (or summaries thereof) (as the case may be) and references to its name herein in the form and context in which they respectively appear.

Each of the above experts has confirmed that, as at the Latest Practicable Date:

(a) it did not have any shareholding, directly or indirectly, in any member of the Group or had any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group; and

(b) it did not have any direct or indirect interest in any assets which had since 31 December 2017 (being the date to which the latest published audited financial statements of the Company were made up) been acquired or disposed of by or leased to, or were proposed to be acquired or disposed of by or leased to any member of the Group.

6. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2017 (being the date to which the latest published audited financial statements of the Company were made up).

7. LITIGATION

As at the Latest Practicable Date, there was no litigation or claims of material importance known to the Directors pending or threatened against any member of the Group, save that:

III-6 APPENDIX III GENERAL INFORMATION

On 11 March 2003, Glorious Sun Overseas Company Limited (“GSOC”), a subsidiary of the Company, and Quiksilver Greater China Limited, a subsidiary of Quiksilver Inc., (collectively, “Quiksilver”) entered into a joint venture agreement with the purpose of establishing various joint venture companies (collectively the “JV”) to develop, own and operate a chain of Quiksilver Boardriders Club retail stores in the PRC, Hong Kong and Macau so as to promote and sell Quiksilver branded casual wear.

The joint venture agreement provided that either side had the option to sell its shareholding in the JV to the other shareholder or instead to purchase the shareholding of the other shareholder (the “Buy-sell Option”). In April 2012, Quiksilver served a Buy-sell Option on the Company. The Company replied confirming its intent to buy Quiksilver’s shareholding in the JV, on the condition that the terms of a replacement licence agreement would be separately negotiated. Negotiations for a replacement license took place but no definitive agreement was ever reached.

On 27 November 2013, arbitration commenced in California, the United States of America in relation to the purchase or sale of Quiksilver’s interest pursuant to the Buy-sell Option (the “Arbitration”). On 5 September 2014, the hearing of the first phase of the Arbitration took place in Singapore. The award for the first phase of the Arbitration was handed down in November 2014. The principal term of the first phase of the Arbitration Award was: (i) the condition to separately negotiate the terms of a replacement licence agreement was legally enforceable under California law to the extent they imposed on the parties an obligation to try and negotiate a replacement licence in good faith; (ii) however, such agreement did not empower the Arbitration tribunal to determine the terms of a replacement licence in the absence of the parties’ agreement; and (iii) all other matters (including the costs of and occasioned by the first phase of the Arbitration Award) would be determined in a future award.

On 23 December 2013, Quiksilver Glorious Sun JV Limited (“QGSJV”) and Quiksilver Glorious Sun Licensing Limited (“QGSL”) received winding up petitions (the “Petitions”) filed by Quiksilver in the High Court of Hong Kong (the “Court”).

On 14 February 2014, Quiksilver published the Petitions in the Government Gazette. As a result, the bank accounts of QGSJV and QGSL were frozen by their respective banks and the bank loans drawn down by QGSJV, which were guaranteed by the Company, became immediately due and payable.

In response to the Petitions, GSOC applied to the Court on 29 January 2014 for a stay or strike-out of the Petitions. On 26 June 2014, the Court granted the order to stay the Petitions until the determination of the Arbitration or further order of the Court.

On 25 March 2014, Quiksilver applied to the Court for an injunction to restrain GSOC from (among other things) causing QGSJV and QGSL to incur further debt or obligation in breach of the joint venture agreement; and making purported unilateral capital advances or other loans to QGSJV and QGSL (the “Injunction”). The Injunction has been adjourned until the determination of the Arbitration or further order of the Court.

III-7 APPENDIX III GENERAL INFORMATION

The second phase of the Arbitration was scheduled to take place in November 2015 but was vacated by consent of Quiksilver and GSOC, which agreed to stay the Arbitration until 15 December 2015. Since then, the stay has been repeatedly extended and expired on 16 July 2018. Request for further extension of the stay has been made but the tribunal has ordered Arbitration to proceed. No date has been fixed for the second phase of the Arbitration.

The Arbitration, the Petitions and the Injunction have not yet been finally determined as at the Latest Practicable Date. The Directors are of the opinion that it is not possible to predict the outcome of the Arbitration, the Petitions and the Injunction at this stage.

8. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by the members of the Group within the two years immediately preceding the date of this circular and are or may be material:

(a) the property sale and purchase agreement dated 1 September 2016 entered into between 江蘇真維斯服飾有限公司 (Jiangsu Jeanswest Apparels Company Limited*) as seller and 惠州旭興置業有限公司 (Huizhou Xu Xing Property Company Limited*) as purchaser for the sale and purchase of Units 1065, 1066, 1067 and 1075 on Level 1, Jintaihu International City, Beitang District No. 12, Wuxi, Jiangsu Province, the PRC at the consideration of RMB62,430,000 (equivalent to approximately HK$72,593,023 at the exchange rate at that time);

(b) the property sale and purchase agreement dated 1 September 2016 entered into between 湖南真維斯服飾有限公司 (Hunan Jeanswest Apparels Company Limited*) as seller and 惠州旭興置業有限公司 (Huizhou Xu Xing Property Company Limited*) as purchaser for the sale and purchase of First Floor to Fourth Floor of no. 147 and houses 101, 201, 301 and 401 at no. 147-1, Zhongshannan Road, Yanfeng District, Hengyang, Hunan Province, the PRC at the consideration of RMB56,350,000 (equivalent to approximately HK$65,523,255 at the exchange rate at that time);

(c) the sale and purchase agreement dated 22 November 2016 entered into between Glorious Sun Enterprises (BVI) Limited as seller and Star Profit Industries Limited as purchaser for the sale and purchase of a non-interest bearing, unsecured and payable on demand shareholder’s loan in the amount of HK$56,553,021 owing by QGSJV to Glorious Sun Enterprises (BVI) Limited at the consideration of HK$56,553,021;

(d) the sale and purchase agreement dated 6 April 2017 entered into between Jeanswest (BVI) Limited as vendor and Howsea Limited as purchaser for the sale and purchase of the interest in the Jeanswest International (L) Limited at a consideration of HK$220,000,000;

III-8 APPENDIX III GENERAL INFORMATION

(e) the property sale and purchase agreement dated 7 September 2017 entered into between重慶市真維斯服飾有限公司 (Chongqing Jeanswest Apparels Company Limited*) as seller and惠州旭興置業有限公司 (Huizhou Xu Xing Property Company Limited*) as purchaser for the sale and purchase of Unit No. 2, Level 1, Ping Street, No. 218 Bayi Road, Yuzhong District, Chongqing, the PRC at the consideration of RMB29,030,000 (equivalent to approximately HK$34,766,467 at the exchange rate at that time);

(f) the property sale and purchase agreement dated 7 September 2017 entered into between吉林真維斯服飾有限公司 (Jilin Jeanswest Apparels Company Limited*) as seller and惠州旭興置業有限公司 (Huizhou Xu Xing Property Company Limited*) as purchaser for the sale and purchase of No. 17 Chongqing Road, Nanguan District, Changchun, Jilin Province, the PRC at the consideration of RMB30,000,000 (equivalent to approximately HK$35,928,144 at the exchange rate at that time); and

(g) the Sale and Purchase Agreement.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the principal place of business of the Company in Hong Kong at 38/F., One Kowloon, 1 Wang Yuen Street, Kowloon Bay, Hong Kong from the date of this circular up to and including 13 November 2018 (except Saturdays, Sundays and public holidays):

(a) the memorandum of association and bye-laws of the Company;

(b) the tenancy agreements/leases referred to in the section headed “3. Directors’ Other Interest” in this appendix;

(d) the Sale and Purchase Agreement;

(e) the letter from the Independent Board Committee to the Independent Shareholders, the text of which is set out on pages IBC-1 to IBC-2 of this circular;

(f) the letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, the text of which is set out on pages IFA-1 to IFA-20 of this circular;

(g) the property valuation report of Cushman & Wakefield Limited, the text of which is set out in Appendix IIA and Appendix IIB to this circular;

(h) the written consents issued by the Independent Financial Adviser and Cushman & Wakefield Limited referred to in the section headed “5. Experts and Consents” in this appendix;

III-9 APPENDIX III GENERAL INFORMATION

(i) the annual reports of the Company for the three years ended 31 December 2017; and

(j) this circular.

10. GENERAL

(a) The company secretary of the Company is Mr. Mui Sau Keung, Isaac, who is a member of the Hong Kong Institute of Certified Public Accountants.

(b) The principal share registrar and transfer office of the Company is Conyers Corporate Services (Bermuda) Limited, Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

(c) The branch share registrar and transfer office of the Company is Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

(d) The registered office of the Company is situated at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda and the principal place of business of the Company in Hong Kong is at 38/F., One Kowloon, 1 Wang Yuen Street, Kowloon Bay, Hong Kong.

(e) The English text of this circular and the accompanying form of proxy shall prevail over the Chinese text in case of any inconsistency.

* Denotes an English translation of a Chinese name and is for identification purpose only.

III-10 NOTICE OF SPECIAL GENERAL MEETING

GLORIOUS SUN ENTERPRISES LIMITED 旭日企業有限公司 (Incorporated in Bermuda with limited liability) (Stock Code: 393)

NOTICE IS HEREBY GIVEN that a special general meeting of Glorious Sun Enterprises Limited (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 Tuesday, 13 November 2018 at 3:30 p.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“THAT:

(a) the entering into of the Sale and Purchase Agreement (as defined in the circular of the Company dated 4 October 2018), a copy of which has been produced to the meeting and marked “A” and initialled by the chairman of the meeting for identification purpose, and the transactions contemplated thereunder and the implementation thereof be and are hereby confirmed, approved, authorised and ratified; and

(b) any one director of the Company or any two directors of the Company, if the affixing of the common seal of the Company is necessary, be and is/are hereby authorised for and on behalf of the Company to execute (and, if necessary, affix the common seal of the Company to) any such documents, instruments and agreements and to do any such acts or things as may be deemed by him/her/them in his/her/their absolute discretion to be incidental to, ancillary to or in connection with the matters contemplated in the Sale and Purchase Agreement and the transactions contemplated thereunder, and the implementation thereof.”

By Order of the Board Glorious Sun Enterprises Limited Mui Sau Keung, Isaac Company Secretary

Hong Kong, 4 October 2018

Principal Place of Business: Registered Office: 38/F., One Kowloon Clarendon House 1 Wang Yuen Street 2 Church Street Kowloon Bay Hamilton HM11 Hong Kong Bermuda

SGM-1 NOTICE OF SPECIAL GENERAL MEETING

Notes:

(1) A form of proxy for use at the meeting is enclosed herewith.

(2) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf. A proxy need not be a member of the Company.

(3) The register of members of the Company will be closed from Thursday, 8 November 2018 to Tuesday, 13 November 2018, both days inclusive, during which period no transfers of shares shall be effected. In order to qualify for the entitlement to attend and vote at the Special General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 7 November 2018.

(4) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

(5) In order to be valid, a form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time for holding the meeting or any adjournment thereof (as the case may be).

(6) Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

As at the date of this notice, the directors of the Company are as follows:

Executive Directors:

Dr. Charles Yeung, GBS, JP, Mr. Yeung Chun Fan, Mr. Pau Sze Kee, Jackson, Mr. Hui Chung Shing, Herman, SBS, MH, JP, Ms. Cheung Wai Yee, Mr. Chan Wing Kan, Archie and Ms. Yeung Yin Chi, Jennifer

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 and Dr. Lam Lee G.

SGM-2