Litu Holdings Limited — Proxy Solicitation & Information Statement 2013

May 23, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims 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)

PROPOSED SHARE SUBDIVISION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of the Company to be held at 18th Floor, No. 111 Leighton Road, Causeway Bay, Hong Kong on Monday, 10 June 2013 at 11:00 a.m. is set out on page 8 of this circular. A form of proxy for use at the extraordinary 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 extraordinary 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 extraordinary 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 extraordinary general meeting or any adjournment thereof should you so wish.

24 May 2013

CONTENTS

	Pages
Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

– i –

EXPECTED TIMETABLE

The expected timetable for the implementation of the Share Subdivision is set out below:

2013

Latest date and time to return form of proxy

for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Saturday, 8 June

Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Monday, 10 June

Publication of the announcement of

the results of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 10 June

The following events are conditional on the fulfillment of the conditions for the implementation of the Share Subdivision as set out in the section headed “CONDITIONS OF THE SHARE SUBDIVISION” in the letter from the Board contained in this circular.

Effective date of the Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 11 June First day of free exchange of existing certificates for the new certificates for the Subdivided Shares . . . . . . . . . . . . . . . . Tuesday, 11 June Dealings in Subdivided Shares commence . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 11 June Original counter for trading in Shares in board lots of 2,000 Shares temporarily closes . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 11 June Temporary counter for trading in Subdivided Shares in board lot size of 4,000 Subdivided Shares (in the form of existing certificates) opens . . . . . . . . . . . 9:00 a.m. on Tuesday, 11 June Original counter for trading in Subdivided Shares in board lots of 2,000 Subdivided Shares (only new share certificates for the Subdivided Shares can be traded at this counter) reopens . . . . . . 9:00 a.m. on Wednesday, 26 June Parallel trading in the Shares and Subdivided Shares (in the form of existing share certificates and new share certificates) commences . . . . . . . . . . . 9:00 a.m. on Wednesday, 26 June Designated broker starts to stand in the market to provide matching services for the sale and purchase of odd lots of Subdivided Shares . . . . . . . . . 9:00 a.m. on Wednesday, 26 June Temporary counter for trading in board lots of 4,000 Subdivided Shares (in the form of existing share certificates) closes . . . . 4:00 p.m. on Wednesday, 17 July

– ii –

EXPECTED TIMETABLE

Parallel trading in Subdivided Shares

(in the form of existing share certificates

and new share certificates) ends . . . . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 17 July

• Designated broker ceases to stand in the market

• to provide matching services for the sale and

purchase of odd lots of Subdivided Shares . . . . . . . . . 4:00 p.m. on Wednesday, 17 July

Free exchange of existing certificates for the Shares

for new certificates for the Subdivided Shares ends . . . . . . . . . . . . . . . . Friday, 19 July

Note: All times refer to Hong Kong local times and dates in this circular.

Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any subsequent changes to the expected timetable above will be published or notified to the Shareholders as and when appropriate.

– iii –

DEFINITIONS

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

• “Announcement”

• the announcement made by the Company on 21 May 2013 in respect of the Share Subdivision

• “Board” the board of Directors

• “CCASS” the Central Clearing and Settlement System established and operated by HKSCC

• “Company”

• Brilliant Circle Holdings International Limited (stock code: 1008), a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the main board of the Stock Exchange

• “Director(s)” director(s) of the Company

• “EGM”

• the extraordinary general meeting of the Company to be held on Monday, 10 June 2013 at 11:00 a.m. to approve, if thought fit, the Share Subdivision, the notice of which is set out on page 8 of this circular

• “Group” the Company and its subsidiaries

• “HKSCC”

• Hong Kong Securities Clearing Company Limited

• “Hong Kong”

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

• “Latest Practicable Date”

• 22 May 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

• “Listing Committee”

• the listing sub-committee of the Stock Exchange

• “Share(s)”

• existing ordinary share(s) of HK$0.01 each in the share capital of the Company before the Share Subdivision becoming effective

• “Share Subdivision”

• the proposed subdivision of each (1) issued and unissued Share into two (2) Subdivided Shares

• “Shareholder(s)”

• holder(s) of the Share(s) or the Subdivided Share(s), as the case may be

– 1 –

DEFINITIONS

“Stock Exchange” The Stock Exchange of Hong Kong Limited “Subdivided Share(s)” ordinary share(s) of HK$0.005 each in the share capital of the Company upon the Share Subdivision becoming effective

“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. 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 24 May 2013

To the Shareholders

Dear Sir or Madam

PROPOSED SHARE SUBDIVISION

INTRODUCTION

Reference is made to the Announcement in which the Board proposes to subdivide each (1) existing issued and unissued Share of HK$0.01 in the capital of the Company into two (2) Subdivided Shares of HK$0.005 each.

The purpose of this circular is to provide you with information relating to the Share Subdivision and to give you notice of the EGM at which an ordinary resolution will be proposed to approve, among other matters, the Share Subdivision.

THE SHARE SUBDIVISION

The Board proposes to subdivide each (1) existing issued and unissued Share of HK$0.01 in the capital of the Company into two (2) Subdivided Shares of HK$0.005 each.

All Subdivided Shares will rank pari passu with each other in all respects with the Shares in issue prior to the Share Subdivision and the rights attached to the Subdivided Shares will not be affected by the Share Subdivision.

– 3 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the authorised share capital of the Company was HK$10,000,000 divided into 1,000,000,000 Shares of HK$0.01 each, of which 732,500,000 Shares have been issued and are fully paid or credited as fully paid. Upon the Share Subdivision becoming effective, the authorised share capital of the Company will be HK$10,000,000 divided into 2,000,000,000 Subdivided Shares, of which 1,465,000,000 Subdivided Shares will be in issue and fully paid or credited as fully paid, assuming that no further Shares are issued or repurchased prior to the Share Subdivision becoming effective.

CONDITIONS OF THE SHARE SUBDIVISION

The Share Subdivision is conditional upon:

• (a) the passing by the Shareholders at the EGM of an ordinary resolution approving the Share Subdivision; and

• (b) the Listing Committee granting the listing of, and permission to deal in, the Subdivided Shares.

The Share Subdivision will become effective after the conditions of the Share Subdivision above are fulfilled.

Upon the Share Subdivision becoming effective, the board lot size will remain unchanged with 2,000 Subdivided Shares for each board lot.

LISTING AND DEALING

An application will be made to the Stock Exchange for the listing of and permission to deal in the Subdivided Shares arising from the Share Subdivision. All necessary arrangements have been made and subject to the granting of the listing of, and permission to deal in, the Subdivided Shares on the Stock Exchange, the Subdivided Shares will be accepted as eligible securities by the HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Subdivided Shares on the Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

No part of the equity or debt securities of the Company is listed or dealt in on any other stock exchanges other than the Stock Exchange and no such listing permission to deal in is being or is currently proposed to be sought from any other stock exchange.

– 4 –

LETTER FROM THE BOARD

ARRANGEMENT OF ODD LOT TRADING

In order to facilitate the trading of odd lots (if any) of the Subdivided Shares, the Company has appointed Goldin Equities Limited to stand in the market to match the purchase and sale of odd lots of the Subdivided Shares at the relevant market price for the period from 26 June 2013 to 17 July 2013 (both dates inclusive). Holders of odd lots of the Subdivided Shares who wish to take advantage of this facility either to dispose of their odd lots of the Subdivided Shares or to top-up to a full board lot may contact Mr. Paul Leung of Goldin Equities Limited at telephone number: (852) 3960 7886 or 23rd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong during the period from Wednesday, 26 June 2013 to Wednesday, 17 July 2013 (both dates inclusive).

Holders of Shares are reminded that the successful provision of odd lots matching services by the agent is not guaranteed, and are advised to consult their own professional advisers if they are in doubt of the above matching services.

REASONS FOR THE SHARE SUBDIVISION

The proposed Share Subdivision will decrease the nominal value and increase the total number of Shares in issue. The Share Subdivision will result in downward adjustment to the trading price of the Shares. The Board believes that the Share Subdivision will decrease the trading spread as well as the volatility of the trading price of the Shares and thus result in the improved liquidity in trading of the Company’s Subdivided Shares. Therefore, the Board considers that the Share Subdivision will enable the Company to attract more investors and broaden its Shareholder base.

Save for the expenses to be incurred by the Company in relation to the Share Subdivision, the implementation of the Share Subdivision will not, by itself, alter the underlying assets, business operations, management or the financial position of the Group or the proportionate interest of the Shareholders. The Board considers that the Share Subdivision is in the interests of the Company and the Shareholders as a whole.

FREE EXCHANGE OF SHARE CERTIFICATES

Upon the Share Subdivision becoming effective, the Shareholders can submit their existing share certificate for the Shares to 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, in exchange for new share certificates for the Subdivided Shares free of charge during the business hours from 11 June 2013 to 19 July 2013 (both days inclusive). After the expiry of such period, existing certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each existing share certificate cancelled or new share certificate issued (whichever number of share certificates involved is higher).

From 19 July 2013 onwards, existing certificates for the Shares will cease to be valid for trading and settlement purpose, but will continue to be good evidence of legal title to the Subdivided Shares on the basis of one (1) Share for two (2) Subdivided Shares.

– 5 –

LETTER FROM THE BOARD

It is expected that the new share certificates will be available for collection within ten business days after the submission of the existing share certificates.

The new share certificates for the Subdivided Shares will be issued in light blue colour to distinguish from the existing share certificates for the Shares, which are in yellow colour.

SCRIP DIVIDEND

Reference is made to the results announcement of the Company for the year ended 31 December 2012 dated 28 March 2013 and the circular of the Company dated 29 April 2013 in relation to the declaration of the proposed final dividend involving scrip dividend of HK5.9 cents per Share. Subject to the approval by the Shareholders of the proposed final dividend for the year ended 31 December 2012 at the forthcoming annual general meeting to be convened and held on 3 June 2013 and the granting by the Listing Committee of the listing of, and permission to deal in, the Shares to be issued under the scrip dividend (the “ Scrip Shares ”) on the Stock Exchange, the share certificates for the Scrip Shares are expected to be despatched on or around 14 June 2013. As the expected delivery date of the share certificates of the Scrip Shares will take place after the Share Subdivision becoming effective (which is expected to be on 11 June 2013), the Scrip Shares will be issued after taking into effect of the Share Subdivision.

TRADING ARRANGEMENT FOR SUBDIVIDED SHARES

Subject to the Share Subdivision being effective, dealings in the Subdivided Shares are expected to commence on 11 June 2013. Parallel trading in the Shares and Subdivided Shares (in the form of existing share certificates and new share certificates) will be operated from Wednesday, 26 June 2013 to Wednesday, 17 July 2013 (both days inclusive). Full details of the expected timetable and trading arrangement of the Shares are set out on pages ii and iii of this circular.

THE EGM

Set out on page 8 of this circular is a notice convening the EGM to be held at 11:00 a.m. at 18th Floor, No. 111 Leighton Road, Causeway Bay, Hong Kong on Monday, 10 June 2013.

The ordinary resolution proposed to be approved at the EGM will be taken by poll. As no Shareholder has a material interest in the Share Subdivision which is different from that of the other Shareholder, no Shareholder is required to abstain from voting at the EGM to approve the Share Subdivision.

– 6 –

LETTER FROM THE BOARD

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, 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 EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

RECOMMENDATION

The Directors consider that the Share Subdivision is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution at the EGM to approve the Share Subdivision.

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

– 7 –

NOTICE OF THE EGM

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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Brilliant Circle Holdings International Limited (“ Company ”) will be held at 18th Floor, No. 111 Leighton Road, Causeway Bay, Hong Kong on Monday, 10 June 2013 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution of the Company:

ORDINARY RESOLUTION

“ THAT conditional on the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subdivided Shares (as defined below), with effect from the business day next following the day on which this resolution is passed by the shareholders of the Company, each of the issued and unissued ordinary share of HK$0.01 in the share capital of the Company be sub-divided into two ordinary shares of HK$0.005 each (the “ Subdivided Shares ”), and any director of the Company be and is hereby authorised to sign and execute such documents and do all such acts and things incidental to any of the foregoing as he considers necessary, desirable or expedient in connection with the implementation of or giving effect to any of the foregoing.”

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

Hong Kong, 24 May 2013

Registered office:	Head office and principal place of business
Cricket Square	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.

2 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.

– 8 –