Litu Holdings Limited — M&A Activity 2012

Jul 3, 2012

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

BRILLIANT CIRCLE HOLDINGS INTERNATIONAL LIMITED 貴聯控股國際有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1008)

COMPLETION OF THE MAJOR TRANSACTION IN RELATION TO THE ACQUISITION OF 60% EQUITY INTEREST IN GIANT SINO INVESTMENTS LIMITED

Reference is made to the announcement of the Company dated 17 April 2012 and the circular of the Company dated 25 May 2012 (the “ Circular ”) in relation to the Acquisition. Unless otherwise defined, capitalized terms used herein shall have the same meanings as defined in the Circular.

COMPLETION OF THE ACQUISITION

The Board is pleased to announce that, saved as described below, with all the other conditions precedent under the Sale and Purchase Agreement dated 17 April 2012 having been fulfilled, the completion of the Acquisition has been taken place on 3 July 2012.

The Seller and the Company acknowledge that the condition, the Company having received evidence to its satisfaction that the Target Group has satisfied all its payment obligations pursuant to one of the equity transfer agreements dated 30 December 2011 in relation to the sale and purchase of the equity interest in Yangfeng, will not be satisfied by the Completion Date or on or before the Long Stop Date (the “ Unsatisfied Condition ”).

In this connection, the Seller and the Company amended the Sale and Purchase Agreement by way of a side letter dated 3 June 2012 (the “ Side Letter ”), pursuant to which:

• (a) the Company waived its right of requiring the Unsatisfied Condition be satisfied by the Completion Date or on or before the Long Stop Date;

• (b) the Seller agreed to achieve the satisfaction of the Unsatisfied Condition on or before the date falling six months from the Completion Date; and

• (c) the Seller has indemnified the Company against any claims arising out of or in connection with the Unsatisfied Condition and the Unsatisfied Condition having been unsatisfied as at the Completion Date.

The Side Letter should be considered to be part of the Sale and Purchase Agreement.

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In accordance with the Sale and Purchase Agreement, HK$360,000,000 has been paid by the Company to the Seller as at 3 July 2012 and the remaining balance of the consideration of the Acquisition will be paid within five Business Days of the date of receipt of the Adjustment Accounts for the Relevant Period of 2012 from the relevant auditors, with all interest accrued at 4% per annum (on the basis of a year of 365 days) from 3 July 2012 to the date of payment of the remaining HK$360,000,000 (both dates inclusive), subject to the adjustment.

Following the completion of the Acquisition, the Company and the Seller respectively hold 60% and 40% equity and economic interest in Giant Sino Investments Limited. With effect from 3 July 2012, Giant Sino Investments Limited has become a non-wholly owned subsidiary of the Company.

By order of the Board Brilliant Circle Holdings International Limited Mr. Tsoi Tak Chairman

Hong Kong, 3 July 2012

As at the date of this announcement, the Board comprises five executive Directors, namely, Mr. Tsoi Tak (Chairman), Mr. Cai Xiao Ming, David (Vice-Chairman), Mr. Kiong Chung Yin, Yttox, Mr. Tang Jian Xin and Mr. Qin Song, one non-executive Director, namely, Mr. Sean Xing He, and three independent non-executive Directors, namely, Mr. Lui Tin Nang, Mr. Lam Ying Hung, Andy and Mr. Siu Man Ho, Simon.

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