Dadi International Group Limited — Proxy Solicitation & Information Statement 2009

Nov 9, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in the Company, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, stockbroker 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 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.

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(Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (To be renamed as Xing Lin Medical Information Technology Company Limited “ ”)

(Stock Code: 8130)

PROPOSED PLACING OF NEW SHARES SUBJECT TO SHAREHOLDERS’ APPROVAL AND NOTICE OF SPECIAL GENERAL MEETING

Placing Agent

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Terms used in this cover page have the same meanings as defined in this circular.

A notice convening the SGM to be held at Unit 1611, 16/F., Shun Tak Centre, West Tower, 168-200 Connaught Road Central, Hong Kong at 10:00 a.m. on Wednesday, 25 November 2009 is set out on pages 18 and 19 of this circular. If you are unable to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Registrar at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof if you so wish.

9 November 2009

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a high investment risk may be attached than other companies listed on the Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

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DEFINITIONS

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

• “Acquisition”

the acquisition of the entire issue share capital of Target Company. Details of which is disclosed in the Company’s announcement dated 9 July 2009 and the circular of the Company dated 25 August 2009

• “Announcement”

the announcement of the Company dated 20 October 2009 relating to the Placing

• “associate(s)”

has the meaning ascribed to it in the GEM Listing Rules

• “Board” the board of Directors

• “Closing Date”

each date on which any tranche of the Placing Shares will be allotted and issued to the Placees in exchange for the payment of the net proceeds of that particular tranche of the Placing to the Company, which shall be the date falling two Business Days after the fulfilment of all the conditions in the Placing Agreement; provided that no Closing Date shall be later than the Long Stop Date, unless mutually agreed between the Company and the Placing Agent

• “Company”

• Brilliant Arts Multi-Media Holding Limited (to be renamed as Xing Lin Medical Information Technology Company Limited “ ”), a company incorporated in the Cayman Islands and continued in Bermuda with limited liability and the issued Shares are listed on GEM

• “Companies Ordinance”

• the Companies Ordinance (Cap. 32 of the Laws of Hong Kong)

• “connected person(s)”

• has the meaning given to it in GEM Listing Rules

• “Conversion Price”

• the initial conversion price of the Convertible Bond at HK$0.10 per Conversion Share (subject to adjustments)

• “Conversion Share(s)”

the new Shares to be issued upon the exercise of the conversion rights attaching to the Convertible Bond

– 1 –

DEFINITIONS

• “Convertible Bond”

a 10-year zero coupon convertible bond in a principal amount up to HK$750 million (of which HK$5 million was converted into Shares as of the date of the Announcement) issued by the Company in favour of Growth Harvest Limited pursuant to the terms and conditions under the agreement in respect of the Acquisition

• “Directors” the directors of the Company

• “Encumbrance”

• a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third-party right or interest, other encumbrance or security interest of any kind, or any other type of preferential arrangement (including, without limitation, a title transfer or retention arrangement) having similar effect

• “GEM”

• the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules”

• the Rules Governing the Listing of Securities on GEM

• “Gold Asia”

• Gold Asia Technology Limited, a wholly owned subsidiary of the Target Company incorporated in Hong Kong

• “Group”

• the Company and its subsidiaries, which for the avoidance of doubt, shall include the Target Group

• “Hong Kong”

• The Hong Kong Special Administrative Region of PRC

• “Hospital Contracts”

• the contracts entered into or to be entered into between Tianjin Kong Hong and the various PRC hospitals for the provision of MIDS to such hospitals

• “LAN”

• Local Area Network

• “Latest Practicable Date”

• 6 November 2009, being the latest practicable date prior to the printing of this circular for inclusion of certain information in this circular

• “Laws”

• any rules, regulations or requirements of GEM, Securities and Futures Commission of Hong Kong or any applicable law, decree, judgement, legislation, order, regulation, statute, ordinance, treaty or other legislative measure

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DEFINITIONS

• “Listing Committee”

the listing sub-committee of the board of directors of the Stock Exchange

• “Long Stop Date”

the earlier of (i) the date falling on the expiration of three months from the date of the SGM to approve the Placing Agreement; or (ii) the Closing Date of the final tranche of the Placing by which all the Placing Shares would have been placed to Placees, or such later date as agreed between the Company and the Placing Agent

• “MAN” Metropolitan Area Network

• “Master Services Agreement”

the master services agreement dated 1 June 2009 entered into between Gold Asia and Tianjn Kong Hong in respect of the provision of MIDS which includes healthcare information system and custom built Wi-Fi/RFID identification application system in LAN and MAN by Gold Asia to Tianjin Kong Hong which has contracted and will contract with hospitals in the PRC for the provision of Wi-Fi/RFID services

• “MIDS”

• medical information digitalization system

• “Placee(s)”

• any professional, institutional or other investors procured by the Placing Agent to subscribe for the Placing Shares

• “Placing”

• the placing of up to 5,000,000,000 Placing Shares in one or more tranches by the Placing Agent to the Placees as agent for the Company, on a best efforts basis, pursuant to the Placing Agreement

• “Placing Agent” CLSA Limited

• “Placing Agreement” a conditional placing agreement dated 20 October 2009 entered into between the Company and the Placing Agent in respect of the Placing

• “Placing Period”

in respect of each tranche of the Placing, the period commencing upon the execution of the Placing Agreement and terminating at completion on the Closing Date of such tranche of Placing, unless terminated earlier pursuant to “Termination of the Placing” as set out in this circular

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DEFINITIONS

• “Placing Price”

HK$0.10 per Placing Share

up to 5,000,000,000 new Shares to be placed in one or more tranches by or on behalf of the Placing Agent as agent for the Company pursuant to the Placing Agreement the People’s Republic of China Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, the branch share registrar of the Company in Hong Kong

• “Placing Shares”

• “PRC” the People’s Republic of China

• “Registrar”

• “RFID”

• Radio Frequency Identification, a data carrier technology that transmits information via signals in the radio frequency portion of the electromagnetic spectrum

“SGM”

the special general meeting of the Company to be convened and held at 10:00 a.m. on Wednesday, 25 November 2009 at Unit 1611, 16/F., Shun Tak Centre, West Tower, 168-200 Connaught Road Central, Hong Kong to consider, if thought fit, and approve the Placing Agreement and the transactions contemplated thereunder

• “Share(s)” the ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Share Option Scheme” the Company’s employee share option scheme adopted on 2 August 2002

• “Shareholder(s)” the holder(s) of the Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Strategic Investors” any corporate investors which, in the Placing Agent’s reasonable opinion, are international renowned companies with the capability of adding value to the business prospects of the Group

• “Takeovers Code” the Hong Kong Code on Takeovers and Mergers

• “Target Company”

• Sunny Chance Limited, a company incorporated in British Virgin Islands

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DEFINITIONS

• “Target Group” Target Company, Gold Asia and its subsidiaries

• “Technical Support Contract” the co-operation agreement entered into by the Target Company with GDS Software (Shenzhen) Co., Ltd. in connection with the development of the RFID application system

• “Tianjin Kong Hong” Tianjin Kong Hong Technology Company Limited, a company incorporated in the PRC

• “Transaction(s)” the transactions contemplated under the Placing Agreement, under the Acquisition (which, for the avoidance of doubt, includes the issue of the Convertible Bond to the Vendor) and under the Master Services Agreement, the Hospital Contracts and the Technical Support Contract

• “Vendor” Growth Harvest Limited, a company incorporated in the British Virgin Islands and a beneficial owner of the Convertible Bond

• “HK$” Hong Kong dollar, the lawful currency of Hong Kong

• “%” per cent

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LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (To be renamed as Xing Lin Medical Information Technology Company Limited

“ ”)

(Stock Code: 8130)

Executive Directors: Registered office: Ho Ka Wai (Chairman) Clarendon House Au Ho Chuen, Bonny 2 Church Street Hamilton HM11 Independent non-executive Directors: Bermuda Leung Wai Man Man Kong Yui Head office and principal place Kwok Chuen Hung, Dominic of business in Hong Kong: Unit 1611, 16/F. Shun Tak Centre West Tower 168-200 Connaught Road Central Hong Kong

9 November 2009

• To the Shareholders and, for information only the holders of options and the holders of convertible bond of the Company

Dear Sir or Madam,

PROPOSED PLACING OF NEW SHARES SUBJECT TO SHAREHOLDERS’ APPROVAL AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

As announced in the Announcement, the Company entered into the Placing Agreement with the Placing Agent, pursuant to which, the Company conditionally agreed to place, through the Placing Agent, up to 5,000,000,000 Placing Shares in one or more tranches, on a best efforts basis, to the Placees at a Placing Price of HK$0.10 per Placing Share.

The purpose of this circular is to give you details of the Placing, together with notice convening the SGM.

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LETTER FROM THE BOARD

THE PLACING AGREEMENT

Date: 20 October 2009 (after trading hours) Parties: The Company and the Placing Agent

Placing Agent

The Directors (including the independent non-executive Directors) are of the view that the placing commission is fair and reasonable. To the best of Directors’ knowledge, information and belief and having made all reasonable enquires, the Placing Agent and its ultimate beneficial owners are third parties independent of, and not connected with the Company or its subsidiaries or any of its respective associates.

Placing

The Company has appointed the Placing Agent and the Placing Agent has agreed to act as agent for the Company to procure subscribers, on a best efforts basis, to subscribe for the Placing Shares at the Placing Price pursuant to one or more tranches.

Placees

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Placees (and their ultimate beneficial owners) are (i) not expected to be connected persons (as defined in the GEM Listing Rules) of the Company and its subsidiaries; and (ii) expected to be independent of and not connected with the Company, its subsidiaries and their respective connected persons (as defined in the GEM Listing Rules).

It is not expected that any Placee will become a substantial Shareholder upon completion of the Placing. If any Placee were to become a substantial Shareholder, the Company will make further announcement.

Placing Price

The Placing Price of HK$0.10 represents:

• (i) a discount of approximately 50.98% to the closing price of HK$0.204 per Share as quoted on the Stock Exchange on the date of the Placing Agreement;

• (ii) a discount of approximately 53.49% to the average of the closing prices per Share of approximately HK$0.215 for the last five consecutive trading days prior to the date of the Placing Agreement;

• (iii) a discount of approximately 59.02% to the average of the closing prices per Share of approximately HK$0.244 for the last ten consecutive trading days prior to the date of the Placing Agreement; and

• (iv) a discount of approximately 76.47% to the closing prices of HK$0.425 per Share as quoted on the Stock Exchange as at the Latest Practicable Date.

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LETTER FROM THE BOARD

The net price for each Placing Share will be approximately HK$0.097 after the deduction of the relevant expenses including the placing commission in relation to the Placing.

The Placing Price was determined after arm’s length negotiation between the Company and the Placing Agent after taking into account (a) the Conversion Price; (b) the future prospect of the Company; and (c) the performance of the Shares and the attractiveness to the potential investors.

In view of the (i) the operating loss of HK$20.59 million of the Group for the financial year ended 31 march 2009; and (ii) the potential fall in market price of the Share following the completion of the Placing, the Board considered that the relatively deep discount of the Placing Price to the market price of the Share would be necessary to attract the interest of the potential investors. In addition, the Board also noted that the trading volume of the Shares during the period from 1 April 2009 to 20 October 2009 had been relatively thin. For the 139 trading days during the said period, the daily average trading volume amounted to 3,438,852 Shares, representing approximately 1.93% of the total number of issued Shares. Among the 139 trading days, there were 19 trading days with no trading of Shares. Upon completion of the Placing, the trading volume of the Shares is expected to be increased.

On the basis that the financial position of the Group will be strengthened and the liquidity of the Shares will be improved by the issue of the Placing Shares to public investors procured by the Placing Agent, the Directors (including the independent non-executive Directors) consider that the terms of the Placing is fair and reasonable and is in the interests of the Shareholders and the Company as a whole.

Placing Shares

Pursuant to the Placing Agreement, up to 5,000,000,000 Placing Shares will be placed by the Placing Agent to the Placees on a best efforts basis in one or more tranches, representing (i) approximately 2,805.78% of the issued share capital of the Company of 178,203,503 Shares as at the Latest Practicable Date; (ii) approximately 96.56% of the Company’s issued share capital of 5,178,203,503 Shares as enlarged by the Placing; and (iii) approximately 39.59% of the Company’s issued share capital of 12,628,203,503 Shares as enlarged by the Placing and the Conversion Shares, assuming that the Convertible Bond is converted in full. The aggregate nominal value of the Placing Shares under the Placing will be HK$50,000,000.

The Placing Shares will be allotted and issued under a specific mandate to be obtained at the SGM. The Placing Shares will, when fully paid, be allotted and issued in accordance with the memorandum and bye-laws of the Company and with the relevant rules and regulations applicable to the Company in Hong Kong and Bermuda and will, upon allotment and issue, be free from all Encumbrances together with all rights attaching thereto at completion of each tranche of the Placing and thereafter.

The exact number of tranches for the Placing Shares cannot be determined as at the date of the Placing Agreement provided that the Placing is on best efforts basis. The Company currently expects that there will be no more than 3 tranches of the Placing. In order to minimize the number of tranches, the Company intends to liaise with the Placing Agent to ensure that each tranche of the Placing will only close when there is a sufficient total order size. The Company is in current discussion with the Placing Agent for the first tranche to close upon receipt of orders of around HK$200 million. The Board will use its best endeavors to minimize the numbers of tranches pursuant to the Placing.

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LETTER FROM THE BOARD

The Placing Shares will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Shares.

Conditions Precedent

Completion of each tranche of the Placing on each Closing Date is conditional upon the fulfilment of all the following conditions:

• (A) the Acquisition having been fully completed;

• (B) the Placing Agent being reasonably satisfied with the results of its due diligence on the Group;

• (C) the Company having received a waiver from the Vendor of its anti-dilution rights under the Convertible Bond in relation to the Placing, in form and substance reasonably satisfactory to the Placing Agent;

• (D) the Company having received the approval from the Shareholders at the SGM to approve the Placing and the allotment and issue of the Placing Shares;

• (E) the execution of the Placing Supplement by the Company and the Placing Agent;

• (F) the grant of the listing of and permission to deal in the Placing Shares by the Listing Committee (and such listing and permission not subsequently revoked prior to the delivery of valid and definitive share certificate(s) representing the Placing Shares to Hong Kong Securities Clearing Company Limited);

• (G) the Bermuda Monetary Authority approving the issue of the Placing Shares and the subsequent transfer of the same to and between persons regarded as non-residents of Bermuda for exchange control purposes for so long as the Placing Shares are listed on the Stock Exchange (where applicable);

• (H) all relevant approvals and consents from governmental or other competent authority or in accordance with applicable Laws have been obtained for the Placing Agreement;

• (I) there not having occurred prior to the Placing any breach of, or any event rendering untrue or incorrect, any of the representations and warranties referred to in the Placing Agreement;

• (J) the delivery to the Placing Agent of a legal opinion dated as of Closing Date by Bermuda legal counsel for the Company, in form and substance reasonably satisfactory to the Placing Agent, covering, amongst others, the due incorporation of the Company and the valid issuance of the Placing Shares; and

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LETTER FROM THE BOARD

• (K) the delivery to the Placing Agent of a legal opinion dated as of Closing Date by PRC legal counsel for the Company, in form and substance reasonably satisfactory to the Placing Agent, covering, amongst others, the due incorporation of Tianjin Kong Hong, the legality of its business operations with the Target Group and PRC hospitals, and the legality and enforceability of the Master Services Agreement, the Hospital Contracts and the Technical Support Contract.

If the above conditions are not fulfilled on or before the Long Stop Date, the Placing Agreement shall terminate and neither the Company nor the Placing Agent shall be liable to the other or have any claim against the other for damages, compensation or otherwise save and except any liability for antecedent breaches of either party and provided that the Company shall remain liable for the payment of any costs, charges and expenses referred to in the Placing Agreement.

Completion of the Placing

The Placing shall take place at one or more closings on a date to be agreed between the Company and the Placing Agent prior to the Long Stop Date after which the Placing Agreement shall lapse irrespective of whether all the Placing Shares have been fully placed by the Placing Agent. Any allotment and issuance of the Placing Shares on a Closing Date shall be subject to the terms and conditions as those defined in the sub-section headed “Conditions Precedent”. The Company will issue an announcement upon completion of the Placing.

The Company currently does not expect the Long Stop Date to extend substantially beyond three months from the date of the SGM. The language was inserted only to provide some leeway if minor extension is necessary to include last minute orders in the final tranche which are believed to be bringing value to the Company.

Lock-up

In order to induce the Placing Agent to enter into the Placing Agreement and in consideration of the obligations of the Placing Agent, the Company undertakes to the Placing Agent that, unless with the prior written consent of the Placing Agent, for the period commencing from the date of the Placing Agreement and ending upon the expiration of six months from the Long Stop Date, it will not, directly or indirectly allot, issue, offer, lend, sell, contract to issue, allot or sell, pledge, grant any option to subscribe or purchase or otherwise transfer or dispose of, or repurchase any Shares (or any securities convertible into or exchangeable for Shares) or enter into a transaction (including a derivative transaction) having an economic effect similar to that of a sale or allotment or enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of the Shares, whether any such transaction described above is to be settled by delivery of Shares or such other securities, in cash or otherwise or publicly announce any intention to allot, issue, offer, lend, sell, contract to issue, allot or sell, pledge, grant any option to subscribe or purchase or otherwise transfer or dispose of, or repurchase any Shares (or any securities convertible into or exchangeable for or which carry rights to subscribe or purchase Shares) or enter into any

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LETTER FROM THE BOARD

swap or similar agreement described above or deposit any Shares (or any securities convertible into or exchangeable for Shares) in any depositary receipt facility, other than (i) the allotment of the Placing Shares pursuant to the Placing Agreement, and (ii) any Shares or options to be allotted or granted pursuant to the Share Option Scheme or pursuant to the conversion of the Convertible Bond and (iii) the subscription of the Shares by any Strategic Investor at a subscription price of not less than the Placing Price.

Termination of the Placing

Notwithstanding anything contained in this Agreement, if at any time on or prior to the Long Stop Date:

• (A) there is (i) any significant change in financial, political, military, economic or market (including stock market) conditions or currency exchange rates or exchange controls in Hong Kong, Macau, the United States, any country of the European Union or the PRC; or (ii) any suspension of dealings in the Shares (other than as a result of the Placing) for any period whatsoever (even if such suspension is subsequently lifted prior to the Long Stop Date), or any cancellation of the listing of the Shares on GEM; or (iii) any adverse announcement, determination or ruling of any governmental or other regulatory body on the Company or any Group member, which would (in any case mentioned in (i), (ii) or (iii) above), in the sole opinion of the Placing Agent, be likely to prejudice materially the success of the Placing;

• (B) any material breach of any of the representations and warranties set out in the Placing Agreement comes to the knowledge of the Placing Agent or any event occurs or any matter arises on or after the date of the Placing Agreement and prior to the Long Stop Date which (i) if it had occurred or arisen before the date of the Placing Agreement would have rendered any of such representations and warranties untrue or incorrect in any material respect; or (ii) in the opinion of the Placing Agent, materially and adversely affect the financial position or business of the Group taken as a whole, or there has been a material breach by the Company of, or failure to perform, any other provision of the Placing Agreement;

• (C) any of the following events having occurred at any time prior to the Long Stop Date:

• (i) any event, or series of events in Hong Kong, Macau, the United States, any country of the European Union or the PRC, beyond the reasonable control of the Placing Agent (including, without limitation, acts of government, strikes, labour disputes, lock-outs, fire, explosion, flooding, civil commotion, economic sanctions, epidemic, terrorism, outbreak or escalation of hostilities, acts of war and acts of God); and

• (ii) any material adverse change, or development in Hong Kong, Macau, the United States, any country of the European Union or the PRC (including, without limitation, the introduction of any new law or regulation or change in existing laws or regulations (or the judicial interpretation thereof) or any other similar event) (whether or not permanent) involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company or the Group as a whole, whether or not arising in the ordinary course of business;

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LETTER FROM THE BOARD

which, in the sole opinion of the Placing Agent, is likely to prejudice materially the success of the Placing;

• (D) there is any litigation, claim of material importance to the business, financial or operations of the Group, any breach of applicable Laws by any member of the Group in connection with the Transactions, any revocation, suspension or cancellation of any authorization, licence or approval in connection with the Transactions, or any adverse change in the financial position of the Company, the Target Company or Gold Asia, which in the sole opinion of the Placing Agent is material in the context of the Placing; or

• (E) any moratorium, suspension or material restriction has been imposed on the trading in shares or securities generally on the Stock Exchange, the New York Stock Exchange, Inc., or the stock exchanges in the United Kingdom, or any member of the European Union due to exceptional financial circumstances or otherwise at any time prior to the Long Stop Date,

then and in any such case, the Placing Agent shall be entitled to, at its sole discretion, terminate the Placing Agreement by giving notice in writing to the Company.

In the event that the Placing Agent terminates the Placing Agreement pursuant to the events above, all obligations of each of the parties under the Placing Agreement shall cease and determine and no party shall have any claim against any other in respect of any matter arising out of or in connection with the Placing Agreement except for (i) any antecedent breach of any obligation under the Placing Agreement; and (ii) liabilities in respect of fees, commissions and expenses associated with the Placing as set out in the Placing Agreement.

Listing

Application will be made by the Company to the Listing Committee of GEM for the grant of the listing of, and permission to deal in, the Placing Shares under the Placing.

REASONS FOR AND BENEFIT OF THE PLACING AND USE OF PROCEEDS

The Company is an investment holding company and its subsidiaries are principally engaged in provision of Wi-Fi/RFID medical information digitalization system to healthcare sector in Mainland China, the provision of film productions and property investment.

On 9 July 2009, the Board announced that the Company proposed to acquire the Target Company involved in the business of the provisions of MIDS which includes healthcare information system and custom built Wi-Fi/RFID identification application system in LAN and MAN to the healthcare sector in the PRC at a total consideration of HK$1,500 million, of which HK$135 million was satisfied in cash and HK$615 million was satisfied by the issue of the promissory note which will be due on twelve months from the date of its issued to the vendor; and HK$750 million was satisfied by the issue of the Convertible Bond to the Vendor, Growth Harvest Limited. The Acquisition was completed on 6 October 2009.

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LETTER FROM THE BOARD

The Company through its wholly owned subsidiary designs, custom-builds and leases MIDS systems and equipments to and receives monthly rental from client hospitals, and purchases the relevant ingredient hardware and software from its supplier. The Company undertakes to make lump-sum payments to its supplier after the MIDS system has been installed and satisfactorily tested.

The Company is entitled to receive monthly leasing payment from the hospitals after their issuance of an acceptance certificate. The issuance of the acceptance certificate will be issued upon, amongst other things, the satisfactory testing of the MIDS modules by the hospitals and when sufficient hospital staff has been adequately trained to master the operation of the modules. The issuance of the acceptance certificate may, but not necessarily, coincides with acceptance of the system by the Company for the purpose of making payments to the suppliers.

Upon completion of the Acquisition, the cash position of the Company has substantially decreased. According to the unaudited management account of the Company, it has less than HK$10 million cash on hand as of 31 October 2009. As such the Company does not expect to sufficiently recover the costs from the monthly payment from the hospitals before payments are due to the supplier. Accordingly, the Board considered that the Company would need to seek additional funding to finance such payment.

The Company has entered into an agreement with its technical supplier to rollout MIDS to 100 hospitals in the 12-month period commencing December 2009. The Company has already contracted 30 hospitals, and expects to enter into contract with another 60 hospitals before 31 December 2009. The Company expects it would achieve the 100 target stipulated in the agreement with its supplier.

Based on an estimated average cost of approximately RMB5 million for one hospital it expects to incur payment of RMB500 million to its supplier for the term of the agreement. While the Company believes in the later stage of the rollout cycle monthly leasing income from the earlier implemented hospitals could help fund the capital required for the later rollouts, it would prefer not to over rely on such income for the performance of its business targets given the abovementioned cashflow dynamics. The Company would consider it prudent to have sufficient funding on hand for the first year rollouts.

Access to debt financing would be highly limited given the prior year operating loss of the Company and that the recently acquired MIDS operations are still in an early development phase. On the other hand, given the large size of the placement relative to the existing share base, a rights issue would call for substantial new capital (relative to the value of their existing shareholdings) from existing shareholders and may not be able to successfully complete. As such the Company considers the Placing as the best financing alternative.

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LETTER FROM THE BOARD

While the Company specializes in provision of Wi-Fi/RFID medical information digitalization system to healthcare sector in Mainland China, it sees an immense potential in the overall medical information technology market in China. While no targets have been identified and no discussions taking place, the Company may in the future, after due consideration, pursue business opportunities that may further its interest in the Wi-Fi/RFID and/or other segments in the market. In the course of doing so the Company may, with due discretion, utilize funds raised in this placement.

The Company intends to apply the proceeds from the placement toward the rollout of MIDS at hospitals contracted and to be contracted. In the event that it comes across attractive business expansion opportunities that would accelerate the Company’s pace in expanding market place and/or strengthen the Company’s positioning in the health sector, it may consider apply part of the proceeds toward such uses. The Company will reserve at least 70% of the proceeds for first year MIDS rollouts. The Company does not intend to apportion any specific portion of the proceeds for general working capital uses. However, the remaining balance after spends on MIDS rollout and business expansion, if any, will be kept for general working capital purposes.

The Board believes that it is appropriate to raise additional fund for the Group to strengthen its financial position through the Placing based on the above reasons. The Company intends to apply the proceeds from the Placing for the rollout of MIDS at client hospitals, future business expansion and general working capital purposes. As the Placing presents an opportunity for the Company to broaden its Shareholders’ base and strengthen the Company’s financial position, the Directors (including the independent non-executive Directors) consider the Placing Agreement is in the interests of the Company and the Shareholders as a whole.

EFFECT ON SHAREHOLDING STRUCTURE

The existing shareholding structure of the Company and the effect on the shareholding structure of the Company (i) as at the Latest Practicable Date; (ii) upon completion of the Placing in full; (iii) upon completion of the Placing in full and upon allotment and issue of the Conversion Shares, assuming the Convertible Bond is converted into Shares at the Conversion Price in full; and (iv) upon allotment and issue of the Conversion Shares, assuming the Convertible Bond is converted into Shares at the Conversion Price up to the extent of the

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LETTER FROM THE BOARD

Vendor being interested in not more than 29.9% of the issued share capital of the Company is set out as below:

																												Upon allotment and
																												issue of the Conversion
																												Shares, assuming the
																			Upon completion of									Convertible Bond is
																			the Placing and upon									converted into Shares
																			**allotment and **			issue of						at the Conversion Price
																		**the Conversion **					Shares,					up to the extent of the
																			**assuming **			the						Vendor being
																			Convertible Bond is									interested in not more
																		**converted into **				Share at						than 29.9% of the
		**As at the **	Latest								Upon completion of								**the Conversion **					Price				issued share capital of
		**Practicable **			Date						the Placing								in full _(Note _					3)				the Company (Note 3)
					Approx.									Approx.									Approx.					Approx.
		No. of Shares				_in _	%				No. of Shares				in %				No. of Shares						in %			No. of Shares in %
Growth Harvest
Limited		50,000,000				28.06					50,000,000				0.97			7,500,000,000							59.39			2,187,350,710 29.90
Mr. Lei (Note 1)		1,053,853				0.59					1,053,853				0.02				1,053,853						0.01			1,053,853 0.01
Eagle Mate
(Note 1)		18,000,000				10.10					18,000,000				0.35				18,000,000						0.14			18,000,000 0.25
Mander (Note 1)		10,506,000				5.90					10,506,000				0.20				10,506,000						0.08			10,506,000 0.14
Public Shareholders
Placees (Note 2)		−					−			5,000,000,000					96.56			5,000,000,000							39.59			5,000,000,000 68.35
Other public
Shareholders		98,643,650				55.35					98,643,650				1.90				98,643,650						0.78			98,643,650 1.35
Subtotal		98,643,650				55.35				5,098,643,650					98.46			5,098,643,650							40.38			5,098,643,650 69.70
Total		178,203,503				100.00				5,178,203,503					100.00			12,628,203,503						100.00				7,315,554,213 100.00

Notes:

1. Mr. Lei Hong Wai (“Mr. Lei”) owns 1,053,853 Shares in his personal capacity. Eagle Mate and Mander are wholly and beneficially owned by Business Power Holdings Limited (“Business Power”). Mr. Lei is interested in the Shares held by Eagle Mate and Mander through his 50% interest in Business Power.

2. Some of the Placees may be existing Shareholders. Any of the existing holdings of the Placees, if any, are included under “Other public Shareholders”.

3. For illustration purpose only. Growth Harvest Limited or the holder(s) of the Convertible Bond shall only be entitled to exercise the conversion right attaching to the Convertible Bond (a) up to a principal amount of HK$745 million within the period commencing on the date of issue of the Convertible Bond and ending on 31 March 2012; and (b) provided that any conversion of the Convertible Bond (i) does not result in the bondholder(s) and parties acting in concert with it shall be interested (whether directly or indirectly) in 29.90% or more of the then issued share capital of the Company; (ii) does not trigger a mandatory offer obligation under Rule 26 of the Takeovers Code on the part of the bondholder(s) and their respective concerted parties which exercised the conversion right; and (iii) will not cause the public float of the Company unable to meet the requirement under the GEM Listing Rules.

Assuming completion of the Placing Shares in full, the aggregate shareholding of the existing public Shareholders will decrease from approximately 55.35% to 1.90%, representing a potential maximum dilution of approximately 96.57%.

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LETTER FROM THE BOARD

Taking into account that (i) the Placees is expected to be third parties independent of the Company and its connected persons; (ii) the Placing will improve the financial position of the Group to support the development of the newly acquired business of provisions of MIDS as mentioned under the sub-section headed “Reasons for and benefits of the Placing and use of proceeds” in the above; (iii) the Placing will offer a viable equity financing alternative to the Group and broaden the Shareholder’s value in the Company and the capital bases of the Company; and (iv) the liquidity of the Shares will be improved as a result of the Placing, the Directors consider that the potential dilution to the shareholding of the existing Shareholders is justifiable.

FUND RAISING ACTIVITY OF THE COMPANY IN THE PAST 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE ANNOUNCEMENT

Set out below is the fund raising activity conducted by the Company in the past twelve months prior to the date of the Announcement.

Date of		Net proceeds	Intended use of	Actual use of
announcement	Event	(approximately)	proceeds	proceeds
4 December 2008	Open offer of	HK$43.8 million	For the	Applied to the
	1,131,207,381		subscription	subscription
	offer shares of		of convertible	of convertible
	HK$0.01 each		bonds of	bonds of
	at subscription		Golife	Golife
	price of		Concepts	Concepts
	HK$0.04 per		Holdings	Holdings
	offer share		Limited	Limited

Shareholders and potential investors should note that the Placing is subject to conditions under the Placing Agreement to be fulfilled. As the Placing may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

SGM

A notice convening the SGM to be held at 10:00 a.m. on Wednesday, 25 November 2009 at Unit 1611 Shun Tak Centre, West Tower, 168-200 Connaught Road Central, Hong Kong, at which ordinary resolution will be proposed to consider and, if thought fit, to approve the Placing is set out on pages 18 and 19 of this circular.

A form of proxy for use by the Shareholders at the SGM is enclosed. If you are not able to attend the SGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Registrar at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

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LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, no Shareholder is required to abstain from voting at the SGM.

RESPONSIBILITY STATEMENT

This circular, for which the directors of the issuer collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the issuer. The directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this circular is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this circular misleading; and (3) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

RECOMMENDATION

The Directors consider the terms of the Placing are fair and reasonable and in the interests of the Company and the Shareholders as a whole. They recommend Shareholders to vote in favour of the resolution proposed at the SGM.

By Order of the Board Brilliant Arts Multi-Media Holding Limited Ho Ka Wai Chairman

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NOTICE OF SGM

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(Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (To be renamed as Xing Lin Medical Information Technology Company Limited “ ”) (Stock Code: 8130)

NOTICE IS HEREBY GIVEN that a special general meeting of Brilliant Arts Multi-Media Holding Limited (the “Company”) will be held at 10:00 a.m. on Wednesday, 25 November 2009 at Unit 1611, 16/F., Shun Tak Centre, West Tower, 168-200 Connaught Road Central, Hong Kong for the purposes of considering and, if thought fit, passing, with or without modification, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the conditional placing agreement (the “Placing Agreement”) dated 20 October 2009 between the Company and CLSA Limited (the “Placing Agent”) pursuant to which, inter alia, the Company agrees to place, through the Placing Agent, on a best efforts basis, up to 5,000,000,000 new shares of the Company at a price of HK$0.10 per share (the “Placing Shares”) in one or more tranches (a copy of which has been produced to this meeting marked “A” and initialled by the Chairman of the meeting for identification purpose) be and is hereby approved, ratified and confirmed;

• (b) the allotment and issue of the Placing Shares pursuant to and in accordance with the terms and conditions of the Placing Agreement be and is hereby approved; and

• (c) the directors of the Company (the “Directors”) be and is hereby authorised to exercise all the powers of the Company and take such actions or execute such documents to effect the allotment and issue of the Placing Shares and to do such other things and to take all such action the Directors may consider necessary or desirable for the purpose of giving effect to the Placing Agreement.”

By Order of the Board Brilliant Arts Multi-Media Holding Limited Ho Ka Wai

Chairman

Hong Kong, 9 November 2009

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NOTICE OF SGM

Registered office: Head office and principal place of business in Hong Kong: Clarendon House Unit 1611, 16/F., Shun Tak Centre 2 Church Street West Tower Hamilton HM11 168-200 Connaught Road Central Bermuda Hong Kong

Notes:

1. A form of proxy for use at the meeting is enclosed herewith.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer or attorney duly authorised.

3. Any shareholder of the Company entitled to attend and vote at the meeting convened by the above notice shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

4. In order to be valid, the 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 of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the above meeting or any adjournment thereof.

5. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting convened or at any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.

6. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the most senior shall alone be entitled to vote. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

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