Litu Holdings Limited — Proxy Solicitation & Information Statement 2015

Oct 29, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a 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, stockbroker or other agent through whom the sale or 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.

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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)

(I) RE-ELECTION OF DIRECTORS;

(II) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND

(III) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (the ‘‘EGM’’) of Brilliant Circle Holdings International Limited (the ‘‘Company’’) to be held at Room 3104–5, 31/F, Universal Trade Centre, 3–5A Arbuthnot Road, Central, Hong Kong on Tuesday, 17 November 2015 at 11 a.m. to approve the matters referred to in this circular is set out on pages 8 to 9 of this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible but 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 shall not preclude shareholders from attending and voting in person at the EGM if they so wish.

30 October 2015

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Increase in Authorised Share Capital of the Company . . . . . . . . . . . . . . . . . . .	6
The EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

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DEFINITIONS

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

• ‘‘Article’’ an article of the articles of association of the Company ‘‘Board’’ the board of the 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

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘EGM’’ the extraordinary general meeting of the Company to be convened and held on 17 November 2015 for the Shareholders to consider and, if thought fit, to approve, among other matters, the re-election of Directors and the Increase in Authorised Share Capital

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong

• ‘‘Hong Kong’’

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

• ‘‘Increase in Authorised Share Capital’’

• the proposed increase in authorised share capital of the Company from HK$10,000,000 divided into 2,000,000,000 Shares to HK$50,000,000 divided into 10,000,000,000 Shares by the creation of an additional 8,000,000,000 new Shares

• ‘‘Latest Practicable Date’’ 28 October 2015, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

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

• ‘‘Mr. Peng’’ Mr. Peng Guoyi, an executive Director

• ‘‘Ms. Li’’ Ms. Li Li, a non-executive Director

• ‘‘Remuneration Committee’’ the remuneration committee of the Board

• ‘‘RMB’’

• Renminbi, the lawful currency of the Peoples’ Republic of China

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DEFINITIONS

‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time ‘‘Share(s)’’ the ordinary share(s) of par value HK$0.005 each in the share capital of the Company ‘‘Shareholder(s)’’ the holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘%’’ per cent.

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LETTER FROM THE BOARD

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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)

Board of Directors

Executive Directors: Mr. Cai Xiao Ming, David (Chairman) Mr. Qin Song (Chief Executive Officer) Mr. Peng Guoyi

Non-Executive Director: Ms. Li Li

Independent Non-Executive Directors: Mr. Lui Tin Nang Mr. Lam Ying Hung Mr. Siu Man Ho, Simon.

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

Head office and principal place of business in Hong Kong: Room 3104–5, 31/F Universal Trade Centre 3–5A Arbuthnot Road Central, Hong Kong

30 October 2015

To the Shareholders

Dear Sir or Madam

(I) RE-ELECTION OF DIRECTORS;

(II) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND

(III) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 27 October 2015 in relation to the Increase in Authorised Share Capital.

It is proposed that at the EGM to be held at Room 3104–5, 31/F, Universal Trade Centre, 3–5A Arbuthnot Road, Central, Hong Kong on Tuesday, 17 November 2015 at 11 a.m., resolutions will be proposed, among other matters, (i) to re-elect Directors; and (ii) to approve the Increase in the Authorised Share Capital of the Company.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with (i) the relevant information regarding the re-election of Directors; (ii) further details of the Increase in Authorised Share Capital; and (iii) the notice of the EGM.

RE-ELECTION OF DIRECTORS

Ms. Li and Mr. Peng were appointed as a non-executive Director and an executive Director respectively with effect from 22 July 2015, details of such appointments are set out in the announcement of the Company dated 22 July 2015.

In accordance with Article 83(3), any Director appointed by the Board to fill a causal vacancy shall hold office until the first general meeting of the Company after his appointment and be subject to re-election at such meeting. As such, in accordance with Article 83(3), Ms. Li and Mr. Peng shall retire as a non-executive Director and an executive Director respectively with effect from the conclusion of the EGM. Being eligible, each of Ms. Li and Mr. Peng will offer herself/himself for re-election at the EGM.

Set out below are the biographical details of the two Directors proposed to be re-elected:

• (A) Mr. Peng Guoyi (彭國意), aged 52, has been serving the Group as the Vice President of the Group and the General Manager of Shenzhen Kecai Printing Co., Limited (深圳市科彩印務有限公司), one of the subsidiaries of the Company since he joined the Group in December 2013. Mr. Peng graduated from Hunan University, specializing in internal combustion engines, and with status of a national senior engineer and a member of the expert guidance committee. Before Mr. Peng joined the Group, he worked as a general manager in Kunming Color Printing Company (昆明彩印印刷公司) from 2007 to 2008. He also worked as a general manager in Jinjia New Style Packing Material Limited Company* (勁嘉新型包裝材料有限公司) during the period from 2008 to 2013. He has more than ten years of management experience in printing and packaging companies. Mr. Peng presently holds 1,000,000 Shares, representing approximately 0.064% of the issued share capital of the Company as at the Latest Practicable Date.

Mr. Peng has signed a letter of appointment with the Company for a term of three years, which may be terminated by serving three months’ notice in advance by either party. Pursuant to the terms of his service contracts with the Group, Mr. Peng will receive an emolument of RMB447,380.00 per year. Mr. Peng may also be entitled to receive any discretionary bonus from the Company each year. The terms of his emolument has been reviewed and recommended by the Remuneration Committee 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. Peng (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 of the Company; (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. To the best of knowledge, information and belief of the Directors and having made all reasonable enquiries, there is no other matter with respect to the re-

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LETTER FROM THE BOARD

election of Mr. Peng that needs to be brought to the attention of the Shareholders of the Company and there is no information relating to Mr. Peng that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

• (B) Ms. Li Li (李莉), aged 44, currently is a Chairman of the board of directors of Masterwork Machinery Co., Ltd. (天津長榮印刷設備股份有限公司) (‘‘Masterwork’’ together with its subsidiaries, the ‘‘Master Group’’), a company whose issued shares are listed on the Shenzhen Stock Exchange (Stock code: 300195). She is also a director of certain subsidiaries of the Masterwork Group and Tianjin Ming Xuan Investment Limited Company* (天津名軒投資有限公司). Ms. Li is qualified as a senior economist in the People’s Republic of China. She has extensive management experience in printing and packaging companies. As at the Latest Practicable Date, Ms. Li and Tianjin Ming Xuan Investment Limited Company, a company controlled by Ms. Li, hold 50.8% shareholding of Masterwork in aggregate. Masterwork holds 100% shareholding of Masterwork Machinery (H.K.) Limited (‘‘Masterwork HK’’) which holds 250,551,964 Shares, representing approximately 15.98% of the issued share capital of the Company as at the Latest Practicable Date. Therefore, Ms. Li, Tianjin Ming Xuan Investment Limited, Masterwork and Masterwork HK altogether are the substantial Shareholders of the Company and Ms. Li is deemed to be interested in 250,551,964 Shares within the meaning of Part XV of the SFO.

Ms. Li has signed a letter of appointment with the Company for a term of three years, which may be terminated by serving three months’ notice in advance by either party. Ms. Li will not receive any director fee or emolument from the Company. Her emolument has been reviewed and recommended by the Remuneration Committee with reference to the terms of the previous non-executive Director, Mr. Sean Xing He, and which terms were approved by the Board. As at the Latest Practicable Date and save as disclosed above, Ms. Li (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 of the Company; (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. To the best of knowledge, information and belief of the Directors and having made all reasonable enquiries, there is no other matter with respect to the re-election of Ms. Li that needs to be brought to the attention of the Shareholders and there is no information relating to Ms. Li that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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LETTER FROM THE BOARD

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY

As at the Latest Practicable Date, the existing authorised share capital of the Company was HK$10,000,000 divided into 2,000,000,000 Shares, of which 1,567,884,634 Shares were in issue.

In order to accommodate future expansion and growth of the Group and to provide the Company with greater flexibility to raise funds by allotting and issuing Shares in the future as and when necessary, the Board proposes to increase the authorised share capital of the Company to HK$50,000,000 divided into 10,000,000,000 Shares by the creation of an additional 8,000,000,000 new Shares which shall rank pari passu with the existing Shares in all respects upon issue.

The Increase in Authorised Share Capital is conditional upon the passing of an ordinary resolution by the Shareholders at the EGM.

THE EGM

The EGM will be convened for the purpose of, among other matters, considering, and if thought fit, approving the re-election of Directors, the Increase in Authorised Share Capital, and a notice convening the EGM at Room 3104–5, 31/F, Universal Trade Centre, 3–5A Arbuthnot Road, Central, Hong Kong on Tuesday, 17 November 2015 at 11 a.m. is set out on pages 8 to 9 of this circular.

A proxy form for use at the EGM is enclosed with this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not prevent you from attending and voting at the EGM if you so wish.

VOTING AT THE EGM

Pursuant to Article 66 and Rule 13.39(4) of the Listing Rules, any vote of Shareholders at the EGM shall be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted by a show of hands. The resolutions proposed to be approved at the EGM will be taken by way of poll pursuant to the Listing Rules and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that (i) the re-election of each of Mr. Peng and Ms. Li and (ii) the Increase in Authorised Share Capital are all in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions set out in the notice of the EGM.

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 the resolutions to be proposed at the EGM.

By order of the Board Brilliant Circle Holdings International Limited Cai Xiao Ming, David Chairman

• The English name is not an official name and is provided for identification purpose only.

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NOTICE OF EGM

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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 (the ‘‘Company’’) will be held at Room 3104–5, 31/F, Universal Trade Centre, 3–5A Arbuthnot Road, Central, Hong Kong on Tuesday, 17 November 2015 at 11 a.m. for the purpose of approving the following resolutions:

ORDINARY RESOLUTIONS

1. ‘‘THAT Mr. Peng Guoyi be and is hereby re-elected as an executive director of the Company.’’

2. ‘‘THAT Ms. Li Li be and is hereby re-elected as a non-executive director of the Company.’’

3. ‘‘THAT

4. (a) the authorised share capital of the Company be increased from HK$10,000,000 divided into 2,000,000,000 shares of par value HK$0.005 each (‘‘Share(s)’’) to HK$50,000,000 divided into 10,000,000,000 Shares by the creation of an additional 8,000,000,000 new Shares (the ‘‘Increase in Authorised Share Capital’’); and

5. (b) any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Increase in Authorised Share Capital.’’

By order of the Board Brilliant Circle Holdings International Limited Cai Xiao Ming, David

Chairman

Hong Kong, 30 October 2015

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NOTICE OF EGM

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

Head office and principal place of business in Hong Kong: Room 3104–5, 31/F Universal Trade Centre 3–5A Arbuthnot 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 proxies to attend and vote instead of him/her/it. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

• (2) In order to be valid, the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a copy of such authority notarially certified, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

• (3) As at the date of this notice, the Board comprises three executive Directors, namely, Mr. Cai Xiao Ming, David (Chairman), Mr. Qin Song and Mr. Peng Guoyi, one non-executive Director, namely, Ms. Li Li, 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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