Dadi International Group Limited — Proxy Solicitation & Information Statement 2009

Sep 7, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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 stockbroker 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 Brilliant Arts Multi-Media Holding Limited, you should at once hand this circular with the enclosed 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.

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(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 8130)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of Brilliant Arts Multi-Media Holding Limited to be held at Unit 1611, 16/F., Shun Tak Centre, West Tower, 168-200 Connaught Road Central, Hong Kong on Monday, 5 October 2009 at 4:30 p.m., or any adjournments thereof, is set out on pages 6 to 7 of this circular. Whether or not you intend to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch registrars in Hong Kong, Tricor Secretaries Limited 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 meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

8 September 2009

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

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 Stock 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 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6

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DEFINITIONS

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

“Board” the board of Directors “Change of Company Name” the proposed change of the English name of the Company from “Brilliant Arts Multi-Media Holding Limited” to “Xing Lin Medical Information Technology Company Limited” and to adopt a new Chinese name “ ” in place of the existing Chinese name “ ” for identification “Company” Brilliant Arts Multi-Media Holding Limited, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability and the issued Shares are listed on GEM “Directors” the directors of the Company “Effective Date” the effective date of the Change of Company Name “GEM” the Growth Enterprise Market operated by the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “Group” the Company and its subsidiaries from time to time “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Notice” means the notice convening the SGM which is set out on pages 6 to 7 “PRC” the People’s Republic of China “SGM” the special general meeting of the Company to be held at Unit 1611, 16/F., Shun Tak Centre, West Tower, 168-200 Connaught Road Central, Hong Kong on Monday, 5 October 2009 at 4:30 p.m. or at any adjourned meeting thereof to consider and, if appropriate, to pass the special resolution set out in the Notice

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DEFINITIONS

“Share(s)”	ordinary share(s) of par value of HK$0.01 in the share
	capital of the Company
“Shareholder(s)”	holder of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 8130)

Executive Directors: Mr. Ho Ka Wai Mr. Lee Chan Wah

Independent non-executive Directors: Mr. Leung Wai Man Mr. Man Kong Yui Mr. Kwok Chuen Hung, Dominic

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong: Unit 1611, 16/F Shun Tak Centre West Tower 168-200 Connaught Road Central Hong Kong

8 September 2009

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

As disclosed in the announcement of the Company dated 26 August 2009, the Board proposed the Change of Company Name. The purpose of this circular is to provide the Shareholders with information in respect of the special resolution to be proposed at the SGM for the Change of Company Name.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “Brilliant Arts Multi-Media Holding Limited” to “Xing Lin Medical Information Technology Company Limited” and to adopt a new Chinese name “ ” in place of the existing Chinese name “ ” for identification.

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LETTER FROM THE BOARD

REASONS FOR THE CHANGE OF COMPANY NAME

As announced by the Company on 9 July 2009 and the circular of the Company dated 25 August 2009, the Company has entered into a conditional sale and purchase agreement for the acquisition of the entire issued share capital of Sunny Chance Limited (the “ Acquisition ”), a company principally engaging in the provision of medical information digitalization system (“ MIDS ”) including healthcare information system and custom built Wi-Fi/RFID identification application system in Local Area Network (LAN) and Metropolitan Area Network (MAN) to the healthcare sector in the PRC. Following completion of the Acquisition, the Company will continue with its existing business and will also participate in the business of provision of MIDS to the healthcare sector in the PRC, which in turn will not only enlarge the markets of the Group, but will also broaden the Group’s revenue base. In order to better reflect and benefit the Company’s future development, the Board considers that the Change of Company Name is in the interests of the Company and the Shareholders as a whole.

CONDITIONS OF THE CHANGE OF COMPANY NAME

The Change of Company Name is subject to:

1. the passing of a special resolution by the Shareholders to approve the Change of Company Name at the SGM; and

2. the approval by the Registrar of Companies in Bermuda.

The effective date of the Change of Company Name will be the date on which the new name of the Company is entered by the Registrar of Companies in Bermuda on the register of companies in place of its existing name. The Company will carry out the necessary filing procedures with the Registrar of Companies in Hong Kong.

EFFECTS OF THE CHANGE OF COMPANY NAME

The Change of Company Name will not affect any of the rights of the Shareholders. All existing share certificates in issue bearing the existing name of the Company will, after the Change of Company Name becoming effective, continue to be evidence of title to the shares of the Company and will be valid for trading, settlement and registration purposes. Accordingly, there will not be any arrangement for free exchange of existing share certificates for new share certificates bearing the new name of the Company. Once the Change of Company Name becomes effective, any issue of share certificates will be under the new name of the Company.

Further announcement will be made in relation to the Effective Date and the trading arrangements of the securities of the Company in its new name (including the date on which trading under the new name on the Stock Exchange will take effect) when the Change of Name has become effective.

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LETTER FROM THE BOARD

SPECIAL GENERAL MEETING

A form of proxy for use at the SGM is enclosed. Whether or not you are able to attend the SGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit at the Company’s branch share registrar, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding of the SGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjourned meeting (as the case may be) should you so wish.

RESPONSIBILITY STATEMENT

This circular, for which the Directors 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 Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief:

• (i) the information contained in this circular is accurate and complete in all material respects and not misleading;

• (ii) there are no other matters the omission of which would make any statement in this circular misleading; and

• (iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on the bases and assumptions that are fair and reasonable.

RECOMMENDATION

The Directors are of the opinion that the proposed special resolution for the Change of Company Name is in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of such resolution at the SGM.

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

Executive Director

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NOTICE OF SPECIAL GENERAL MEETING

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(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 8130)

NOTICE IS HEREBY GIVEN that the special general meeting (the “ Meeting ”) of Brilliant Arts Multi-Media Holding Limited (the “ Company ”) will be held at Unit 1611, 16/F., Shun Tak Centre, West Tower, 168-200 Connaught Road Central, Hong Kong on Monday, 5 October 2009 at 4:30 p.m. to consider and, if thought fit, pass with or without amendments the following resolution as a special resolution:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon approval of the Registrar of Companies in Bermuda, the name of the Company be changed from “Brilliant Arts Multi-Media Holding Limited” to “Xing Lin Medical Information Technology Company Limited” and to adopt a new Chinese name “ ” in place of the existing Chinese name “ ” for identification and that the Directors be and are hereby authorized to do all such acts and things and execute all documents that they consider necessary or expedient to effect the change of name and the adoption of the new Chinese name for the purpose of registration in Hong Kong for and on behalf of the Company”

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

Executive Director

Hong Kong, 8 September 2009

Head office and principal place of business in Hong Kong: Unit 1611, 16/F., Shun Tak Centre, West Tower, 168-200 Connaught Road Central, Hong Kong

Notes:

(1) A member of the Company entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

(2) A form of proxy for use at the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the Meeting or any adjournment thereof, should he so wish.

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NOTICE OF SPECIAL GENERAL MEETING

• (3) In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

• (4) In the case of joint holders of shares, any one of such holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

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