Litu Holdings Limited — Proxy Solicitation & Information Statement 2012

Apr 27, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, 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 of Brilliant Circle Holdings International Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the 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.

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)

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE BY THE COMPANY OF ITS OWN SHARES; (2) PROPOSED RE-ELECTION OF DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at Seminar Room at Levels 20, Infinitus Plaza, 199 Des Voeux Road Central, Sheung Wan, Hong Kong on Wednesday, 30 May 2012 at 11:00 a.m. is set out on pages 15 to 18 of this circular. A form of proxy for use at the annual general meeting is also enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk and the Company at www.bcghk.cn.

Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 26/F., 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 the holding of the annual general 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 annual general meeting or any adjournment thereof should you so wish.

27 April 2012

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandate and Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II – Details of Directors proposed to be re-elected
at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

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

• “AGM”

• the annual general meeting of the Company to be convened and held to consider and, if thought fit, to approve, among other things, the proposed grant of the General Mandate and the Repurchase Mandate and proposed re-election of Directors

• “Articles of Association”

• the articles of association of the Company, and “ Article ” shall mean an article of the Articles of Association

• “associate (s)” has the meaning ascribed to this term under the Listing Rules

• “Board” the board of Directors

• “Company”

• Brilliant Circle Holdings International Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange

• “Directors”

• the directors of the Company

• “General Mandate”

• the general mandate proposed to be granted to the Directors at the AGM to allot, issue and otherwise deal with additional Shares up to a maximum of 20% of the aggregate nominal share capital of the Company in issue at the date of the passing of such resolution

• “Group” the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 24 April 2012, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

– 1 –

DEFINITIONS

“PRC” the People’s Republic of China, which for the purpose of this circular, shall exclude Hong Kong, Taiwan and Macau Special Administrative Region “Repurchase Mandate” the repurchase mandate proposed to be granted to the Directors at the AGM to repurchase up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing such resolution

“SFO” the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong)

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

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

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

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

“HK$” Hong Kong dollar(s), the lawful currency of Hong Kong “%” per cent.

– 2 –

LETTER FROM THE BOARD

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)

Executive Directors:

Mr. Tsoi Tak ( Chairman ) Mr. Cai Xiao Ming, David (Chief Executive Officer) Mr. Tang Jian Xin Mr. Qin Song Mr. Kiong Chung Yin, Yttox

Registered office:

Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Non-executive Director:

Mr. Sean Xing He

Independent non-executive Directors:

Mr. Lam Ying Hung, Andy Mr. Lui Tin Nang Mr. Siu Man Ho, Simon

Head office and principal place of business in Hong Kong: 18th Floor No. 111 Leighton Road Causeway Bay Hong Kong

27 April 2012

To the Shareholders

Dear Sir or Madam

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE BY THE COMPANY OF ITS OWN SHARES; AND (2) PROPOSED RE-ELECTION OF DIRECTORS

INTRODUCTION

At the AGM to be held at Seminar Room at Levels 20, Infinitus Plaza, 199 Des Voeux Road Central, Sheung Wan, Hong Kong on Wednesday, 30 May 2012 at 11:00 a.m., resolutions will be proposed, among other matters:

• (a) to grant the General Mandate to the Directors;

• (b) to grant the Repurchase Mandate to the Directors;

• (c) to increase the number of Shares to be allotted and issued under the General Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate; and

• (d) to re-elect the Directors.

– 3 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with information in relation to the resolutions to be proposed at the AGM for the grant of the General Mandate and the Repurchase Mandate, the re-election of Directors, and to give you the notice of the AGM.

GENERAL MANDATE AND REPURCHASE MANDATE

The General Mandate and the Repurchase Mandate shall be effective until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company; or

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, or any other applicable law of the Cayman Islands to be held; or

• (c) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.

General Mandate

The Company had in issue 732,500,000 Shares as at the Latest Practicable Date. Subject to the passing of the proposed resolution for the approval of the General Mandate and in accordance with the terms therein, the Company would be allowed to allot and issue up to a maximum of 146,500,000 Shares, representing 20% of the aggregate nominal amount of the issued Shares at the time of the passing of the resolution approving the General Mandate on the basis that no further Shares will be issued or repurchased by the Company prior to the AGM.

The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme as may be approved by the Shareholders.

Repurchase Mandate

Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution to renew the grant to the Directors of the Repurchase Mandate. The explanatory statement required by the Listing Rules to be included in this circular is set out in Appendix I.

– 4 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

As announced by the Board by way of announcement dated 30 March 2012, Mr. Tang Jian Xin and Mr. Qin Song were appointed as executive Directors. According to Article 83(3), any Director appointed to fill a casual vacancy or as an addition to the Board shall hold office until the first general meeting of the Company after his appointment. In addition, According to Article 84(1), one-third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation at every annual general meeting of the Company. A retiring Director shall be eligible for re-election.

In accordance with Article 83(3), Mr. Tang Jian Xin and Mr. Qin Song shall retire from their offices as Director and being eligible, shall offer themselves for re-election as executive Directors. In accordance with Article 84(1), Mr. Kiong Chung Yin, Yttox, Mr. Lam Ying Hung, Andy and Mr. Siu Man Ho, Simon shall retire from their offices as Director. Being eligible, each of Mr. Kiong Chung Yin, Yttox, Mr. Lam Ying Hung, Andy and Mr. Siu Man Ho, Simon would offer himself for re-election as Director. At the AGM, an ordinary resolution will be proposed to re-elect each of Mr. Tang Jian Xin, Mr. Qin Song and Mr. Kiong Chung Yin, Yttox as executive Director, and each of Mr. Lam Ying Hung, Andy and Mr. Siu Man Ho, Simon as independent non-executive Director.

Particulars relating to Mr. Tang Jian Xin, Mr. Qin Song, Mr. Kiong Chung Yin, Yttox, Mr. Lam Ying Hung, Andy and Mr. Siu Man Ho, Simon are set out in Appendix II to this circular.

ACTION TO BE TAKEN

Whether or not you intend to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 26/F., 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 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or adjournment thereof in person if you so wish.

All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company after the AGM on the results of the AGM.

RECOMMENDATION

The Directors believe that the proposed grant of the General Mandate and the Repurchase Mandate, the extension of the General Mandate, and the proposed re-election of Directors are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

– 5 –

LETTER FROM THE BOARD

GENERAL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolutions to be proposed at the AGM. Your attention is drawn to the information set out in the appendices to this circular.

Yours faithfully For and on behalf of the Board Brilliant Circle Holdings International Limited Tsoi Tak Chairman

– 6 –

APPENDIX I

EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. Repurchase of securities from connected parties

The Listing Rules prohibit a company from knowingly purchasing securities on the Stock Exchange from a “connected person”, that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective associates and a connected person is prohibited from knowingly selling his/her/its securities to the Company.

No connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is passed.

2. Share capital

As at the Latest Practicable Date, the issued share capital of the Company comprised 732,500,000 fully paid Shares.

Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are to be issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 73,250,000 fully paid Shares.

3. Reasons for the repurchase

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

4. Funding of repurchases

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company’s available cash flow or working capital facilities which will be funds legally available under the Cayman Islands law and the memorandum and articles of association of the Company for such purpose.

An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital and gearing position of the Company compared with that as at 31 December 2011, being the date of its latest published audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

– 7 –

APPENDIX I

EXPLANATORY STATEMENT

5. Share prices

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve calendar months were as follows:

	Highest	Lowest
	HK$	HK$
2011
April	8.97	8.20
May	9.32	8.10
June	8.78	6.25
July	8.00	6.48
August	7.50	6.30
September	7.50	6.07
October	6.85	5.80
November	6.44	6.00
December	6.50	6.00
2012
January	6.30	5.15
February	6.40	5.70
March	6.95	5.35
April (up to the Latest Practicable Date)	6.00	5.10

6. Disclosure of interests and minimum public holding

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell to the Company or is subsidiaries any of the Shares in the Company if the Repurchase Mandate is approved at the AGM and exercised.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and applicable laws of the Cayman Islands.

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory general offer in accordance with Rules 26 and 32 of the Takeovers Code.

– 8 –

APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date, to the best knowledge of the Directors, Mr. Tsoi Tak and Ares BCH Holdings, L.P. are entitled to exercise and/or control the exercise of 51.06% and 16.39% of the voting rights in the general meetings of the Company respectively. In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the voting rights of Mr. Tsoi Tak and Ares BCH Holdings, L.P. in the Company would increase to approximately 56.73% and 18.21% respectively. Such increase will not give rise to an obligation to make a mandatory offer under Rule 26 or Rule 32 of the Takeovers Code.

The Directors will not exercise the Repurchase Mandate to such an extent that would result in the amount of Shares held by the public being reduced to less than 25%.

7. Shares repurchases made by the Company

Neither the Company nor any of its subsidiaries has repurchased any of the Company’s listed securities during the six months immediately prior to the Latest Practicable Date.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

The details of the Directors who will retire from office by rotation at the AGM and being eligible, would offer themselves for re-election at the AGM, are set out below:

Mr. Tang Jian Xin — Executive Director

Mr. Tang Jian Xin, aged 41, is the Chief Operating Officer of the Company and has served this role since October 2011. Mr. Tang has more than 10 years of experience in the cigarette package industry and had acted, among other positions, as the deputy director of technology center and standing vice general manager of Changde Goldroc Rotogravure Printing Company Limited and Auss Printing (Guilin) Co., Ltd. respectively. Mr. Tang joined the Group since August 2006 and served as the standing vice general manger of Bengbu Jinhuangshan Rotogravure Printing Co., Ltd. from January 2007 to December 2007 and the standing vice general manager and subsequently the general manager of Shenzhen Kecai Printing Co., Ltd. from January 2008 to October 2011. The aforementioned two companies are subsidiaries of the Company. In 2009, Mr. Tang received an award of Outstanding Management of Enterprises in Guangdong Province 2009 (2009年度廣東省企 業優秀管理人材*). Mr. Tang graduated from the Beijing Printing College with a diploma in Packaging and Printing.

Mr. Tang has signed a service contract with the Company for a term of three years, setting out the key terms and conditions of his appointment. In accordance with the Articles of Association of the Company, Mr. Tang will be subject to re-election at the first general meeting of the Company after their appointment. Pursuant to the terms of his service contract with the Company, Mr. Tang will receive an emolument of RMB500,000 per year and is also entitled to receive discretionary bonus from the Company each year. The terms of his emoluments have been reviewed and recommended by the remuneration committee to the Board with reference to the prevailing market rate and his duties and responsibilities in the Group, and which terms were approved by the Board.

As at the Latest Practicable Date and save as disclosed above, Mr. Tang (i) has not held other positions in the Group; (ii) does not have any relationship with any Director, senior management, substantial Shareholder or controlling Shareholder (as defined in the Listing Rules); (iii) has not held any other directorships in listed public companies in the past three years; and (iv) has no other interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters concerning Mr. Tang that need to be brought to the attention of the Shareholders nor is there any information relating to Mr. Tang that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

* for identification purpose only

– 10 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Qin Song — Executive Director

Mr. Qin Song, aged 39, is the vice president of the Company. Mr. Qin joined the Group in May 2002, and worked, among other positions, as the office administrator of the Group and general manager of various subsidiaries of the Company. Since September 2005, Mr. Qin serves as the deputy director of the market committee of the Company and since February 2006, the vice president of the Company. From May 2010 to October 2011, he also served as the general manager of Bengbu Jinhuangshan Rotogravure Printing Co., Ltd. in addition to his then existing duties. Mr. Qin holds a bachelor’s degree in economics and management administration. As at the Latest Practicable Date, Mr. Qin is personally interested in 158,000 Shares in the Company within the meaning of Part XV of the SFO.

Mr. Qin has signed a service contract with the Company for a term of three years, setting out the key terms and conditions of his appointment. In accordance with the Articles of Association of the Company, Mr. Qin will be subject to re-election at the first general meeting of the Company after their appointment. Pursuant to the terms of his service contract with the Company, Mr. Qin will receive an emolument of RMB400,000 per year and is also entitled to receive discretionary bonus from the Company each year. The terms of his emoluments have been reviewed and recommended by the remuneration committee to the Board with reference to the prevailing market rate and his duties and responsibilities in the Group, and which terms were approved by the Board.

As at the Latest Practicable Date and save as disclosed above, Mr. Qin (i) has not held other positions in the Group; (ii) does not have any relationship with any Director, senior management, substantial Shareholder or controlling Shareholder (as defined in the Listing Rules); (iii) has not held any other directorships in listed public companies in the past three years; and (iv) has no other interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters concerning Mr. Qin that need to be brought to the attention of the Shareholders nor is there any information relating to Mr. Qin that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

– 11 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Kiong Chung Yin, Yttox — Executive Director

Mr. Kiong Chung Yin, Yttox, aged 45, was appointed as an executive Director on 18 December 2008. He is responsible for the sales and marketing of the Group. Mr. Kiong is also the legal representative and a director of Shitian Paper Craft (Shenzhen) Company Limited. Mr. Kiong has more than 20 years of experience in sales and customer service of various industries including banking, electronics and machinery trading, of which over 14 years is related to the printing industry. Before joining the Group in January 2001, Mr. Kiong was a sales manager in a printing company. Mr. Kiong received his master of business administration in general management from University of Exeter, the United Kingdom in 1992, and professional diploma in business studies (banking) from Hong Kong Polytechnic University in 1988.

According to the service agreement between the Company and Mr. Kiong, his term of appointment will continue until terminated by not less than three months’ notice in writing served by either party on the other. His annual director’s emolument is HK$764,000 and he shall be entitled to a management bonus and participate in any bonus scheme that may be introduced by the Company at the sole discretion of the Board based on the recommendation from the remuneration committee of the Company. The aforesaid remuneration was determined by the Company with reference to the duties and level of responsibilities and the remuneration policy of the Company and the then prevailing market conditions.

Mr. Kiong does not have any relationship with any Directors, senior management, substantial Shareholder or controlling Shareholder (as defined in the Listing Rules) and did not hold any other directorships in listed public companies in the three years prior to the Latest Practicable Date. Mr. Kiong does not have any interest in the shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters concerning Mr. Kiong that need to be brought to the attention of the Shareholders nor is there any information relating to Mr. Kiong that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

– 12 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Lam Ying Hung, Andy — Independent non-executive Director

Mr. Lam Ying Hung, Andy, aged 48, was appointed as an independent non-executive Director in March 2009. Mr. Lam has over 21 years of experience in accounting, banking and finance sectors. Mr. Lam is the managing consultant of Lontreprise Consulting Limited. Mr. Lam is an associate member of various professional organisations, namely The Institute of Chartered Secretaries and Administrators, The Hong Kong Institute of Company Secretaries and The Hong Kong Institute of Bankers. Mr. Lam is also a fellow member of The Association of Chartered Certified Accountants and a certified public accountant of Hong Kong Institute of Certified Public Accountants. Mr. Lam is also an independent non-executive director of Xingfa Aluminium Holdings Limited and Sino-Life Group Limited, a company listed on the main board and Growth Enterprise Market of the Stock Exchange respectively. Mr. Lam received his master of professional accounting and master of science in E-commerce for executives both from The Hong Kong Polytechnic University.

Mr. Lam is appointed for a term of three years and his annual director’s fee is HK$100,000 which was determined by the Company with reference to the duties and level of responsibilities and the remuneration policy of the Company and the then prevailing market conditions.

Save as disclosed above, Mr. Lam does not have any relationship with any Directors, senior management, substantial Shareholder or controlling Shareholder (as defined in the Listing Rules) and did not hold any other directorships in listed public companies in the three years prior to the Latest Practicable Date. Mr. Lam does not have any interest in the shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters concerning Mr. Lam that need to be brought to the attention of the Shareholders nor is there any information relating to Mr. Lam that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

– 13 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Siu Man Ho, Simon — Independent non-executive Director

Mr. SIU Man Ho, Simon, aged 39, was appointed as an independent non-executive Director in March 2009. Mr. Siu is a practicing solicitor of the High Court of Hong Kong. Mr. Siu is a partner of Sit, Fung, Kwong & Shum, Solicitors and his areas of practice include corporate finance, capital markets, securities, mergers and acquisitions, joint ventures and general commercial matters. Mr. Siu currently serves as an independent non-executive director of Wai Yuen Tong Medicine Holdings Limited, a company listed on the main board of the Stock Exchange. Mr. Siu received his bachelor’s degree in laws from The University of Hong Kong in 1996.

Mr. Siu is appointed for a term of three years and his annual director’s fee is HK$100,000 which was determined by the Company with reference to the duties and level of responsibilities and the remuneration policy of the Company and the then prevailing market conditions.

Save as disclosed above, Mr. Siu does not have any relationship with any Directors, senior management, substantial Shareholder or controlling Shareholder (as defined in the Listing Rules) and did not hold any other directorships in listed public companies in the three years prior to the Latest Practicable Date. Mr. Siu does not have any interest in the shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters concerning Mr. Siu that need to be brought to the attention of the Shareholders nor is there any information relating to Mr. Siu that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

– 14 –

NOTICE OF AGM

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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Brilliant Circle Holdings International Limited (the “ Company ”) will be held at Seminar Room at Levels 20, Infinitus Plaza, 199 Des Voeux Road Central, Sheung Wan, Hong Kong on Wednesday, 30 May 2012 at 11:00 a.m. to transact the following ordinary business:

1. to receive and consider the audited consolidated financial statements and reports of the directors (the “ Directors ”) and auditors of the Company for the year ended 31 December 2011;

2. to declare a final dividend for the year ended 31 December 2011 of HK15.97 cents per share (each a “ Share ”) of HK$0.01 each in the capital of the Company;

3. (a) to re-elect Mr. Tang Jian Xin as executive Director;

4. (b) to re-elect Mr. Qin Song as executive Director;

5. (c) to re-elect Mr. Kiong Chung Yin, Yttox as executive Director;

6. (d) to re-elect Mr. Lam Ying Hung, Andy as independent non-executive Director;

7. (e) to re-elect Mr. Siu Man Ho, Simon as independent non-executive Director; and

8. (f) to authorise the board of Directors to fix the Directors’ remuneration;

9. to re-appoint auditors and to authorise the board of Directors to fix their remuneration;

– 15 –

NOTICE OF AGM

and, as special business and, if thought fit, passing the following resolutions as ordinary resolutions:

1. “ THAT :

2. (a) subject to paragraph (c) below, pursuant to the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued Shares and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

5. (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

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NOTICE OF AGM

  - (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the “ **Companies Law** ”) or any other applicable law of the Cayman Islands to be held; and

  - (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution; and

  - “ **Rights Issue** ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

1. “ THAT :

2. (a) the exercise by the Directors during the Relevant Period of all powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “ Securities and Futures Commission ”) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as defined below) shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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NOTICE OF AGM

• (c) for the purposes of this resolution, “ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law or any other applicable law of the Cayman Islands to be held; and

  • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors of the Company by this resolution.”

• “ THAT subject to the ordinary resolutions nos. 5 and 6 above being duly passed, the unconditional general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with unissued Shares pursuant to resolution no. 5 above be and is hereby extended by the addition thereon of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company subsequent to the passing of this resolution, provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued Shares on the date of the passing of resolution no. 6.”.

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

Hong Kong, 27 April 2012

Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive 18th Floor P.O. Box 2681 No. 111 Leighton Road Grand Cayman KY1-1111 Causeway Bay Cayman Islands Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.

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NOTICE OF AGM

1. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

2. For determining the entitlement to attend and vote at the annual general meeting the register of members of the Company will be closed from 25 May 2012 to 29 May 2012 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the annual general meeting, all transfer of shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:00 p.m. on 24 May 2012.

3. For determining the entitlement to receive the proposed final dividend, the register of members of the Company will be closed from 5 June 2012 to 6 June 2012 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to be eligible to receive the proposed final dividend, all transfer of shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:00 p.m. on 4 June 2012.

4. In relation to proposed resolutions nos. 5 and 7 above, approvals are being sought from the shareholders of the Company for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the Listing Rules. The Directors have no immediate plans to issue any Shares other than the Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme as may be approved by shareholders of the Company.

5. In relation to proposed resolution no. 6 above, the Directors wish to state that they shall exercise the powers conferred thereby to repurchase shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to this circular.

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