Litu Holdings Limited — Proxy Solicitation & Information Statement 2015

Jun 15, 2015

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.

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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 (“ EGM ”) 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 Thursday, 2 July 2015 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the placing agreement (the “ Placing Agreement ”) entered into between the Company and CLC International Limited (the “ Placing Agent ”) dated 22 May 2015 in relation to the placing of up to 80,000,000 new shares (the “ Placing Shares ”) of HK$0.005 each in the capital of the Company at HK$1.70 per share, a copy of the Placing Agreement having been produced to the EGM and marked “A” and initialed by the chairman of the EGM for the purpose of identification, and the transaction contemplated thereby be and are hereby approved, confirmed and ratified;

• (b) the allotment and issue of the Placing Shares to the placees (including 15,000,000 Placing Shares to Mr. Qin Song, 200,000 Placing Shares to Mr. Kiong Chung Yin, Yttox, 2,000,000 Placing Shares to Mr. Huang Wan Ru, 50,000 Placing Shares to Ms. Huang Xin Yi, 2,000,000 Placing Shares to Mr. Jiang Xiang Yu, 1,600,000 Placing Shares to Mr. Zheng Chao and 20,000 Placing Shares to Ms. Huang Xiu Hua) pursuant to the terms of the Placing Agreement and the transactions contemplated thereby be and are hereby approved; and

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• (c) any one or more directors of the Company be and is/are hereby authorised to allot and issue the Placing Shares in accordance with the terms of the Placing Agreement and to do all such acts and things as he/they consider(s) necessary or expedient for the purpose of giving effect to the Placing Agreement and completing the transactions contemplated thereby.”

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

Hong Kong, 15 June 2015

Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive Room 3104-5, 31/F P.O. Box 2681 Universal Trade Centre Grand Cayman KY1-1111 3-5A Arbuthnot Road Cayman Islands Central Hong Kong

Notes:

1. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxy to attend and, subject to the provisions of the Articles 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 EGM 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. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited 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, at the Company’s share registrar and transfer office 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 holding the EGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he so wish.

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

4. The resolution at the EGM will be conducted by way of a poll.

As at the date of this announcement, the Board comprises three executive Directors, namely, Mr. Cai Xiao Ming, David (Chairman), Mr. Kiong Chung Yin, Yttox 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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