Litu Holdings Limited - Proxy Solicitation & Information Statement 2015

THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular as to the action to be taken, you should consult a licensed securities dealer, 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 the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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)

PLACING OF NEW SHARES UNDER SPECIFIC MANDATE INVOLVING CONNECTED PERSONS

Independent financial adviser to the Independent Board Committee and Independent Shareholders

OPUS CAPITAL LIMITED

A letter of advice from the Independent Board Committee is set out on page 12 of this circular. A letter of advice from Opus Capital, the Independent Financial Adviser, containing its opinion and advice to the Independent Board Committee and the Independent Shareholders is set out on pages 13 to 31 of this circular.

A notice convening an extraordinary general meeting of the Company to 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. is set out on pages 36 to 37 of this circular. A form of proxy for use at the extraordinary general meeting is also enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to 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 as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting at the meeting or any adjourned meeting (as the case may be) should you so wish.

15 June 2015

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Placing Agreement . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Fund raising exercise by the Company in the past twelve months . . . . . . . . .		7
Reasons for the Placing and use of proceeds	. . . . . . . . . . . . . . . . . . . . . . . . .	7
Effects on shareholding structure of the Company . . . . . . . . . . . . . . . . . . . . .		9
Listing Rules implication in relation to the Placing . . . . . . . . . . . . . . . . . . . . .		10
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Recommendation . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Further information . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Letter from the Independent Board Committee	. . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Letter from Opus Capital . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Appendix – General information . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . .	32
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . .	36

– i –

DEFINITIONS

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

“Announcement”
the announcement of the Company dated 22 May 2015 in relation to the Placing
“associates”
has the meaning ascribed thereto 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
“connected persons”
has the meaning ascribed thereto under the Listing Rules
“Director(s)” the directors of the Company
“EGM”
the extraordinary general meeting of the Company to be held to approve, amongst others, the Placing Agreement and the transactions contemplated thereunder, including but not limited to the grant of the Specific Mandate
“Group”
the Company and its subsidiaries
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Independent Board Committee”
the independent committee of the Board comprising all the independent non-executive Directors, namely Mr. Lui Tin Nang, Mr. Lam Ying Hung, Andy and Mr. Siu Man Ho, Simon, established to give recommendation to the Independent Shareholders regarding terms of the Placing Agreement and the transactions contemplated thereunder and as to voting
“Independent Shareholders”
Shareholders other than the Placees and their respective associates

– 1 –

DEFINITIONS

“Last Trading Day”
“Latest Practicable Date”
“Listing Rules”
“Opus Capital” or “Independent Financial Adviser”
“Placees”
“Placing”
“Placing Agent”
“Placing Agreement”
“Placing Completion”
“Placing Price”
“Placing Shares”
22 May 2015, being the last trading day for the Shares immediately prior to the issue of the Announcement
11 June 2015, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular
the Rules Governing the Listing of Securities on the Stock Exchange
Opus Capital Limited, a licensed corporation to carry on type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Placing Agreement and the transactions contemplated thereunder and as to voting
any individual(s), institutional or other investor(s) including the directors and/or staff of the Group to be procured by the Placing Agent to subscribe for any of the Placing Shares pursuant to the Placing Agreement
the placing, on a best effort basis, of up to 80,000,000 Shares pursuant to the terms of the Placing Agreement
CLC International Limited, a licensed corporation to carry on business in type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO
the conditional placing agreement dated 22 May 2015 and entered into between the Company and the Placing Agent in relation to the Placing
completion of the Placing in accordance with the terms and conditions as set out in the Placing Agreement
HK$1.70 per Placing Share
up to 80,000,000 Shares to be placed under the Placing

– 2 –

DEFINITIONS

“SFO” the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong) “Share(s)” ordinary share(s) of HK$0.005 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Specific Mandate” the specific mandate to be sought at the EGM for the issue of the Placing Shares to the Placees “Stock Exchange” The Stock Exchange of Hong Kong Limited “Warrant Instrument” the deed poll constituting the Bonus Warrants “HK$” Hong Kong dollars, the lawful currency of Hong Kong “RMB” Renminbi, the lawful currency of the People’s Republic of China “%” percent.

– 3 –

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)

Executive Directors:

Mr. Cai Xiao Ming, David (Chairman) Mr. Qin Song (Chief Executive Officer) Mr. Kiong Chung Yin, Yttox

Non-executive Director:

Registered office:

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

: 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: Room 3104–5, 31/F Universal Trade Centre 3–5A Arbuthnot Road Central Hong Kong 15 June 2015

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION: PLACING FOR NEW SHARES WITH BONUS WARRANTS

INTRODUCTION

On 22 May 2015, the Board announced that the Company entered into the Placing Agreement with the Placing Agent pursuant to which the Placing Agent agreed to place up to 80,000,000 Placing Shares to the Placee(s) at a price of HK$1.70 each on a best effort basis.

The purpose of this circular is (i) to provide you with further information relating to the Placing; (ii) to set out the recommendations of the Independent Board Committee to the Independent Shareholders; (iii) to set out the recommendations of Opus Capital to the Independent Board Committee and the Independent Shareholders; and (iv) to give the notice of the EGM.

– 4 –

LETTER FROM THE BOARD

THE PLACING AGREEMENT

Date: 22 May 2015 Parties The Company: Brilliant Circle Holdings International Limited Placing Agent: CLC International Limited

The Placing Agent has been appointed to place the Placing Shares on a best effort basis.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons.

Placees

There will be not less than six Placees who include connected persons of the Company and staff of the Group. As at the Latest Practicable Date, the following connected persons of the Company have committed to apply for a total of 20,870,000 Placing Shares under the Placing:

Mr. Qin Song, an executive Director and a director of several subsidiaries of the Company, 15,000,000 Placing Shares;
Mr. Kiong Chung Yin, Yttox, executive Director and a director of a subsidiary of the Company, 200,000 Placing Shares;
Mr. Huang Wan Ru, a director of several subsidiaries of the Company, 2,000,000 Placing Shares;
Ms. Huang Xin Yi, a director of a subsidiary of the Company, 50,000 Placing Shares;
Ms. Huang Xiu Hua, being the sister of Ms. Huang Xin Yi, 20,000 Placing Shares;
Mr. Zheng Chao, a director of a subsidiary of the Company, 1,600,000 Placing Shares; and
Mr. Jiang Xiang Yu, a director of a subsidiary of the Company, 2,000,000 Placing Shares.

Other than the connected persons of the Company as disclosed above, the remaining Placees are not or will not be connected persons of the Company and they will include the staff of the Group and its associated company, the staff of the private companies controlled by Mr. Tsoi Tak (the ex-Chairman and the previous controlling shareholder of the Company who is the father of Mr. Cai Xiao Ming, David) and third parties independent of the Company and its connected persons.

– 5 –

LETTER FROM THE BOARD

Number of Placing Shares

Up to 80,000,000 Shares, representing approximately 5.4% of the issued share capital of the Company as at the Latest Practicable Date and approximately 5.1% of the Company’s enlarged issued share capital immediately after the Placing Completion (assuming there being no issue or repurchase of Shares other than the issue of the Placing Shares).

Placing price

The Placing Price of HK$1.70 per Placing Share represents:

(i) a discount of approximately 3.4% to the closing price of HK$1.76 per Share as quoted on the Stock Exchange on the Last Trading Day;
(ii) a discount of approximately 2.9% to the average of the closing prices of HK$1.75 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day; and
(iii) a discount of approximately 10.5% to the closing price of HK$1.90 per Share as quoted on the Stock Exchange on the Latest Practicable Date.

The Placing Price was determined and negotiated on an arm’s length basis between the Company and the Placing Agent with reference to the prevailing market price of the Shares. The Board considers that the Placing Price is fair and reasonable and is in the interests of the Company and the Shareholders as a whole.

After taking into account all the related expenses of the Placing, the net Placing Price is approximately HK$1.656 per Placing Share.

Conditions precedent

The Placing is conditional upon: (i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares; (ii) the passing by the Independent Shareholders of the relevant resolution(s) at the EGM to approve the Placing Agreement and the transaction contemplated thereunder including the grant of the Specific Mandate; and (iii) all necessary consents and approval having been obtained by the Company and the Placing Agent in respect of the Placing.

None of the conditions precedent are waivable. In the event that the above conditions are not fulfilled in full by 31 July 2015, all rights, obligations and liabilities of the Company and the Placing Agent under the Placing Agreement shall cease and determine and neither of the parties shall have any claim against the others in respect of the Placing save for any antecedent breach and/or any rights or obligations which may accrue under the Placing Agreement prior to such termination.

As at the Latest Practicable Date, none of the above conditions precedent have been fulfilled.

– 6 –

LETTER FROM THE BOARD

Placing Completion

The Placing Completion will take place on the third business day after the Placing Agreement has become unconditional (or such other date as may be agreed by the parties).

Ranking of the Placing Shares

The Placing Shares rank pari passu among themselves and with Shares in issue as at the date of the allotment.

Application for listing

Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

Termination

If there occurs: (i) any material breach of any of the representations, and warranties as set out in the Placing Agreement; (ii) a material adverse change in the business and financial conditions of the Group taken as a whole which may have a material impact on the success of the Placing; or (iii) any of the force majeure events as referred to in the Placing Agreement; then and in any such case, the Placing Agent may terminate the Placing Agreement without liability to the Company by giving notice in writing to the Company at any time prior to 10:00 a.m. on the day of the Placing Completion.

If notice is given pursuant to the above, the Placing Agreement shall terminate and be of no further effect and neither party shall be under any liability to any other party in respect of the Placing Agreement save for any rights or obligations which may accrue under the Placing Agreement prior to such termination.

Specific Mandate to issue the Placing Shares

The issue of the Placing Shares is subject to Independent Shareholders’ approval.

The Placing Shares will be issued under the Specific Mandate to be sought at the EGM.

FUND RAISING EXERCISE BY THE COMPANY IN THE PAST TWELVE MONTHS

The Company has not conducted any equity fund raising activities in the past twelve months immediately preceding the Latest Practicable Date.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Company is an investment holding company with its subsidiaries principally engaged in the printing of cigarette packages for PRC cigarette manufactures and provision of printing services to customers including international publishers and multi-national corporations.

– 7 –

LETTER FROM THE BOARD

The Board considers that the Placing represents an opportunity to raise additional funds for the Company while broadening the Shareholder and capital base of the Company. It is also an opportunity available to the staff of the Group to participate in the growth of the Group. Assuming all the Placing Shares have been placed, the gross proceeds of the Placing will be HK$136 million and the net proceeds from the Placing, after the deduction of the placing commission and other related expenses, are estimated to be approximately HK$132.5 million which will be used: (i) as to approximately HK$100 million for the betterment and advancement of factories, plant and machineries of the Group and transformation of some of the Group’s factories into intelligent factories under which approximately HK$77 million, HK$8 million, HK$6 million and HK$9 million will be used for the acquisition of new machineries, factories renovation, computer software installation and logistics fixtures installation respectively; and (ii) as to the remaining HK$32.5 million for repayment of bank loan.

The Directors have considered various fund raising alternatives including both debt financing and equity financing. As debt financing will increase interest burden and involve repayment and possibly assets pledge by the Group, it is not recommended by the Board. As for equity financing, the Company has also approached a number of firms and financial institutions to try to procure underwriting for possible open offer or rights issue exercise. However, in view that: (i) greater discount is normally accorded to the issue price in a rights issue/open offer exercise to attract existing Shareholders to subscribe for such issues, as compared to a placing, thus possibly resulting in a lesser amount of proceeds raised; (ii) the implementation time for rights issue/open offer is longer compared to the time required for a placing as it involves an offer period, which the Board considered not to be in a timely manner; (iii) the Company did not receive any positive reply from financial institutions approached. As such, the Board recommended the Placing instead of a rights issue/open offer.

The Directors (other than Mr. Qin Song and Mr. Kiong Chung Yin, Yttox who abstained from voting for the Board resolution to approve the Placing due to their interests in the Placing) consider that the terms of the Placing (including the Placing Price and the placing commission, which is in line with the market rate) and the transactions contemplated thereunder are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

– 8 –

LETTER FROM THE BOARD

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company as at the Latest Practicable Date and immediately after the Placing Completion (assuming there being no issue or repurchase of Shares other than the issue of the Placing Shares) is as follows:

Shareholders Mr. Cai Xiao Ming, David (Note 1) Mr. Qin Song (Note 2) Mr. Kiong Chung Yin, Yttox (Note 3) Certain directors of the Group and their associates (Note 4) Ares BCH Holdings, L.P. The Placees (other than Mr. Qin Song, Mr. Kiong Chung Yin, Yttox and certain directors of the Group and their associates) (Note 5) Existing public Shareholders Total	As at the Latest Practicable Date Number of Shares Approximate % 851,456,892 57.2 321,062 0.0 – 0.0 – 0.0 183,034,214 12.3 1,034,812,168 69.5 – – 453,656,466 30.5 1,488,468,634 100.00	Immediately after Placing Completion Number of Shares Approximate % 851,456,892 54.3 15,321,062 1.0 200,000 0.0 5,670,000 0.3 183,034,214 11.7 1,055,682,168 67.3 59,130,000 3.8 453,656,466 28.9 1,568,468,634 100.00	Immediately after Placing Completion Number of Shares Approximate % 851,456,892 54.3 15,321,062 1.0 200,000 0.0 5,670,000 0.3 183,034,214 11.7 1,055,682,168 67.3 59,130,000 3.8 453,656,466 28.9 1,568,468,634 100.00
			67.3 3.8 28.9
			100.00

Notes:

577,131,614 Shares are held by Sinorise International Limited and 274,325,278 Shares are held by Profitcharm Limited, the entire issued share capitals of them are beneficially owned by Mr. Cai Xiao Ming, David, the Chairman and an executive Director.
Mr. Qin Song (an executive Director) has indicated that he will apply for 15,000,000 Placing Shares.
Mr. Kiong Chung Yin, Yttox (an executive Director) has indicated that he will apply for 200,000 Placing Shares.
Mr. Huang Wan Ru (a director of several subsidiary of the Company), Ms. Huang Xin Yi (a director of a subsidiary of the Company), Mr. Jiang Xiang Yu (a director of a subsidiary of the Company), Mr. Zheng Chao (a director of a subsidiary of the Company) and Ms. Huang Xiu Hua (sister of Ms. Huang Xin Yi) have indicated to apply for 2,000,000 Placing Shares, 50,000 Placing Shares, 2,000,000 Placing Shares, 1,600,000 Placing Shares and 20,000 Placing Shares respectively.
Subject to confirmations by the Placees (other than Mr. Qin Song, Mr. Kiong Chung Yin, Yttox and the directors of the Group and their associates), the Placees may be existing Shareholders. The shareholding of the Placees assumes the maximum number of the Placing Shares has been successfully placed and without taking into account the existing shareholding of the Placees, if any.

– 9 –

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS IN RELATION TO THE PLACING

As the Placees include directors of the Group who are connected persons of the Company under Rule 14A.07(1) of the Listing Rules, the Placing constitutes a connected transaction for the Company, and is subject to the announcement, reporting and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

EGM

Set out on pages 36 to 37 of this circular is a notice convening the EGM which 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. at which ordinary resolution will be proposed to approve, among others, the Placing Agreement and the transactions contemplated thereunder (including the grant of the Specific Mandate). To the best knowledge, information and belief of the Directors after having made all reasonable enquiries, there is (i) no voting trust or other agreement or arrangement or understanding entered into by or binding upon its ultimate beneficial owners and their respective associates; and (ii) no obligation or entitlement of its ultimate beneficial owners and their respective associates as at the Latest Practicable Date, whereby it or he has or may have temporarily or permanently passed control over the exercise of the voting right in respect of its or his Shares to a third party, either generally or on a case-by-case basis.

The form of proxy for use at the EGM is enclosed with this circular. Such form is also available at the website of the Stock Exchange at www.hkex.com.hk. Whether or not you intend to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it as soon as possible to 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, and in any event not less than 48 hours before the time appointed for the holding of the EGM. Delivery of a form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so desire.

The Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders in relation to the Placing and as to voting. Opus Capital Limited has been appointed as the Independent Financial Adviser to the Company to advise the Independent Board Committee and the Independent Shareholders in this regard.

The voting in relation to the Placing at the EGM will be conducted by way of a poll whereby the Placees and their respective associates shall abstain from voting on the relevant resolution to be proposed at the EGM to approve the Placing. To the best information, knowledge and belief of the Directors, save for Mr. Qin Song who held 321,062 Shares as at the Latest Practicable Date, none of the Placees has any shareholding in the Company. Accordingly, Mr. Qin Song shall abstain from voting at the EGM. If any Placee has any shareholding in the Company at the EGM, he/she/it shall also abstain from voting at the EGM.

– 10 –

LETTER FROM THE BOARD

RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee set out on page 12 of this circular. The Independent Board Committee, having taken into account the advice of Opus Capital, the text of which is set out on pages 13 to 31 of this circular, considers that the Placing Agreement is entered into upon normal commercial terms following arm’s length negotiations between the parties and that the terms of the Placing Agreement are fair and reasonable so far as the Independent Shareholders are concerned and the Placing is in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Placing Agreement and the transactions contemplated thereunder.

FURTHER INFORMATION

Your attention is drawn to the additional information set out in the appendix to this circular.

Yours faithfully

For and on behalf of the Board

Brilliant Circle Holdings International Limited Cai Xiao Ming, David Chairman

– 11 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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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)

15 June 2015

To the Independent Shareholders

Dear Sir or Madam,

PLACING OF NEW SHARES UNDER SPECIFIC MANDATE INVOLVING CONNECTED PERSONS

We refer to the circular dated 15 June 2015 issued by the Company (the “ Circular ”), of which this letter forms part. Terms used in this letter shall bear the same meanings as given to them in the Circular unless the context otherwise requires.

We have been appointed as members of the Independent Board Committee to consider the Placing Agreement including the grant of the Specific Mandate (together the “ Transaction ”) and to advise the Independent Shareholders as to the fairness and reasonableness of the Transaction, and to recommend how the Independent Shareholders should vote at the EGM. Opus Capital has been appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the Transaction.

We wish to draw your attention to the letter from the Board, as set out on pages 4 to 11 of the Circular, and the letter from Opus Capital to the Independent Board Committee and the Independent Shareholders which contains its advice to us in respect of the Transaction, as set out on pages 13 to 31 of the Circular.

Having taken into account the advice of Opus Capital, we consider that the terms of the Transaction are on normal commercial terms and are fair and reasonable so far as the Company and the Independent Shareholders are concerned and the Transaction is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Transaction and the transactions contemplated thereunder.

Yours faithfully,

Independent Board Committee

Lam Ying Hung, Andy

Lui Tin Nang

Siu Man Ho, Simon

– 12 –

LETTER FROM OPUS CAPITAL

Set out below is the text of a letter received from Opus Capital Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Placing for the purpose of inclusion in the circular.

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18th Floor, Fung House 19-20 Connaught Road Central Central, Hong Kong 15 June 2015

To: The Independent Board Committee and the Independent Shareholders of Brilliant Circle Holdings International Limited

Dear Sirs,

CONNECTED TRANSACTION AND PLACING OF NEW SHARES UNDER SPECIFIC MANDATE

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Placing, details of which are set out in the letter from the Board (the “ Letter from the Board ”) contained in the circular dated 15 June 2015 issued by the Company to the Shareholders (the “ Circular ”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

On 22 May 2015, the Company entered into the Placing Agreement with the Placing Agent pursuant to which the Company agreed to place through the Placing Agent, on a best effort basis, up to 80,000,000 Placing Shares to the Placees at the Placing Price of HK$1.70 per Placing Share.

The Placees, which will not be less than six and include connected persons of the Company and staff of the Group, will subscribe for up to 80,000,000 Placing Shares. As at the Latest Practicable Date, Mr. Qin Song (“ Mr. Qin ”) and Mr. Kiong Chung Yin, Yttox (“ Mr. Kiong ”), Mr. Huang Wan Ru, Ms. Huang Xin Yi, Mr. Zheng Chao, Mr. Jiang Xiang Yu and Ms. Huang Xiu Hua, all considered as the Group’s connected persons under Chapter 14A of Listing Rules, have agreed to subscribe for a total of 20,870,000 Placing Shares pursuant to the Placing at the Placing Price. The Placing therefore constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules and is subject to announcement, circular and independent shareholders’ approval requirements under the Listing Rules.

– 13 –

LETTER FROM OPUS CAPITAL

We understand from the Company that the terms of the Placing Agreement were agreed after arm’s length negotiations between the Company and the Placing Agent by reference to the existing financial position of the Group, the size of the Placing, and the current market condition. The Placing is conditional upon, amongst other things, the passing of the resolution(s) at the EGM to approve the Placing. As at the Latest Practicable Date, Mr. Qin holds 321,062 Shares, representing approximately 0.022% of the issued share capital of the Company whilst Mr. Kiong, Mr. Huang Wan Ru, Ms. Huang Xin Yi, Mr. Zheng Chao, Mr. Jiang Xiang Yu and Ms. Huang Xiu Hua do not own any Shares in the Company.

INDEPENDENT BOARD COMMITTEE

The Independence Board Committee, comprising Mr. Lam Ying Hung, Andy, Mr. Lui Tin Nang and Mr. Siu Man Ho, Simon, all being the independent non-executive Directors, has been established by the Company to advise and make recommendations to the Independent Shareholders in respect of the Placing. Our appointment as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders has been approved by the Independent Board Committee in this respect.

Our role as the Independent Financial Adviser is to advise the Independent Board Committee and the Independent Shareholders as to: (i) whether the terms of the Placing Agreement are on normal commercial terms, and fair and reasonable as far as the Independent Shareholders are concerned; and (ii) how the Independent Shareholders should vote on the relevant resolution(s) in relation to the Placing at the EGM.

OUR INDEPENDENCE

As at the Latest Practicable Date, we did not have any relationship with, or interest in, the Company or any other parties that could reasonably be regarded as relevant to our independence. Apart from normal professional fees payable to us in connection with this appointment as the Independent Financial Adviser, no arrangements exist whereby we had received or will receive any fees or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence. Accordingly, we consider that we are independent pursuant to Rule 13.84 of the Listing Rules.

BASIS OF OUR OPINION

In formulating our opinion and recommendations to the Independent Board Committee and Independent Shareholders, we have reviewed, inter alia, the Announcement, the Placing Agreement, the annual reports of the Company for the year ended 31 December 2013 (the “ 2013 Annual Report ”) and 31 December 2014 (the “ 2014 Annual Report ”) and other information set out in the Circular.

We have relied on the accuracy of the statements, information, opinions and representations contained or referred to in the Circular and the information and representations made to us by the Company, the Directors and the management of the Company (collectively, the “ Management ”). We have assumed that all information and representations contained or referred to in the Circular and provided to us by the

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LETTER FROM OPUS CAPITAL

Management, for which they are solely and wholly responsible, are true, accurate and complete in all respects and not misleading or deceptive at the time when they were provided or made and will continue to be so up to the Latest Practicable Date. Shareholders will be notified of material changes as soon as possible, if any, to the information and representations provided and made to us after the Latest Practicable Date and up to and including the date of the EGM. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiries and careful consideration and there are no other facts not contained in the Circular, the omission of which make any such statement contained in the Circular misleading. We have no reason to suspect that any relevant information have been withheld, or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Management, which have been provided to us.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. However, we have not carried out any independent verification of the information provided by the Management, nor have conducted any independent investigation into the business, financial conditions and affairs of the Group or its future prospect.

The Directors have collectively and individually accepted full responsibility, including particulars given in compliance with the Listing Rules, for the accuracy of the information contained in the Circular and have confirmed, after having made all reasonable enquires, which to the best of their knowledge and belief, that the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other matters of facts the omission of which would make any statement herein or the Circular misleading.

This letter is issued to the Independent Board Committee and the Independent Shareholders solely in connection for their consideration of the Placing and the terms of the Placing Agreement, and except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purpose without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the Placing and the Placing Agreement, we have taken into consideration the following principal factors and reasons:

Business overview of the Group

According to the 2014 Annual Report, the Company is an investment holding company with its subsidiaries principally engaged in the printing of cigarette package for cigarette manufactures in China, provision of printing services to customers including international publishers and multi-national corporations, and sale of laminated papers.

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LETTER FROM OPUS CAPITAL

Set out below are the audited consolidated financial results of the Group for the two financial years ended 31 December 2013 (“ FY2013 ”) and 2014 (“ FY2014 ”) as extracted from the 2014 Annual Report:

Table 1: Highlights of the financial results of the Group

		For the year	ended	ended
		31 December
		2014		2013
		(HK$ million)	_(HK$ _	million)
Revenue		1,703.42		1,882.95
Gross	profit	552.94		624.92
Gross	profit margin (%)	32.46		33.19
Profit	for the year	483.03		501.95
Source:	2014 Annual Report

As shown in Table 1, in FY2014, the revenue of the Group has decreased from approximately HK$1,882.95 million in FY2013 to approximately HK$1,703.42 million, representing a decrease of approximately 9.53%. The profit for the year of the Group in FY2014 has decreased from approximately HK$501.95 million in FY2013 to approximately HK$483.03 million, representing a decrease of approximately 3.77%. The gross profit margin of the Group has also decreased from 33.19% in FY2013 to 32.46% in FY2014. As discussed with the Management, due to the intense competition in the printing and packaging industry, the Group has recorded a decrease in both revenue and profit for FY2014.

Set out below are the Group’s revenue segmental breakdown for FY2013 and FY2014 as extracted from the 2014 Annual Report:

Table 2: Revenue breakdown of the Group

Printing of cigarette packages Manufacturing of laminated papers Revenue	FY2014 (HK$ million) 1,659.12 44.31 1,703.42	Percentage to total revenue (%) 97.40 2.60 100.00	FY2013 (HK$ million) 1,846.09 36.87 1,882.95	Percentage to total revenue (%) 98.04 1.96
				100.00

Source: 2014 Annual Report

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LETTER FROM OPUS CAPITAL

As shown in the table above, the printing of cigarette packages has contributed over 97% of the total revenue of the Group for both FY2013 and FY2014.

Set out below are highlights of the financial position of the Group as at 31 December 2013 and 2014, as extracted from the 2014 Annual Report:

Table 3: Highlights of the financial position of the Group

		As at	As at
		31 December	31 December
		2014	2013
		(HK$ million)	(HK$ million)
Bank	balances and cash	378.99	414.83
Current assets		1,501.36	1,523.02
Total	assets	4,483.16	4,606.57
Bank	borrowings	836.06	1,101.60
Current liabilities		1,231.66	1,206.68
Total	liabilities	1,455.64	1,711.23
Net assets		3,027.52	2,895.34
Gearing ratio (Note)		27.62%	38.05%
Current ratio		1.22	1.26
Source:	2014 Annual Report

Note: Gearing ratio is calculated from interest-bearing borrowings divided by shareholders’ equity.

As shown in Table 3 above, as at 31 December 2014, the Group’s bank balances and cash amounted to approximately HK$378.99 million whilst interest-bearing bank borrowings of the Group totaled approximately HK$836.06 million, where approximately HK$740.66 million were short term borrowings. The current ratio of the Group has decreased from 1.26 in FY2013 to 1.22 in FY2014. The decrease in current ratio indicates a decrease in the Group’s liquidity. In view of this, we concur with the Directors’ view that the Placing is required to raise additional funds for the Group to transform its factories without further reducing the liquidity of the Group.

REASONS FOR THE PLACING AND THE USE OF PROCEEDS

As stated in the Letter from the Board, the Group intends to apply approximately HK$100 million of the net proceeds for the betterment and advancement of factories, plant and machineries of the Group and possibly the transformation of some of the factories into intelligence factories.

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LETTER FROM OPUS CAPITAL

As stated earlier in this letter under the sub-section headed “Business overview of the Group”, the gross profit margin of the Group has decreased from 33.19% in FY2013 to 32.46% in FY2014. As discussed with the Management, it is the Company’s business strategy to improve the cost effectiveness and production efficiency of the cigarette packaging printing business. The Directors are of the view that the production facilities have to be upgraded to achieve this objective. The Group currently has 5 factories, all of which are located in China. As discussed with the Management, the transformation of the factories includes purchase of new machineries, factories renovation and installation of new computer software and logistic fixtures. As discussed with the Management, the estimated total amount required for the transformation would be approximately HK$100 million. The Management expects the transformation costs of the factories, which includes the new machineries acquisition, factories renovation and computer software installation and logistics fixtures installation, to be approximately HK$77 million, HK$8 million, HK$6 million and HK$9 million respectively.

According to the 2014 Annual Report, the short-term interest-bearing bank borrowings of the Group amounted to approximately HK$740.66 million as at 31 December 2014. As discussed with the Management, the remaining net proceeds of approximately HK$32.5 million will be used as repayment of bank loan for the Group.

Market outlook of the printing and packaging business of the Group

For the purpose of assessing the market outlook of the printing and packaging business of the Group, we set out the following information in the subsection below. Set out below is the total output value of the printing industry in China:

Chart 1: Total output of the printing industry in China

==> picture [390 x 191] intentionally omitted <==

----- Start of picture text -----

1,200
1,039.9
1,000 951
867.7
770.7
800
636.8
574.6
600
400
200
0
2008 2009 2010 2011 2012 2013
RMB billion
----- End of picture text -----

Source: Chinese printing industry prospect

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LETTER FROM OPUS CAPITAL

According to an article titled “ Chinese printing industry prospect” , the total output of packages printing in China amounted to approximately RMB774.2 billion in 2013, representing approximately 75% of total printing output in China, while printing of publication and other printing comprised approximately 15% and approximately 10% of the total output respectively. As shown in the chart above, the total output of the printing industry in China has surged from approximately RMB574.6 billion in 2008 to approximately RMB1,039.9 billion in 2013, representing a compounded annual growth rate of approximately 12.60%.

As discussed earlier under the sub-section “Business overview of the Group” of this letter, printing of cigarette package business has contributed to over 97% of the Group’s total revenue for FY2013 and FY2014. As discussed with the Management, the transformation of the Group’s factories will enable the Group to increase the production efficiency and product quality.

In light of the above, we are of the view that continuous growth in the printing industry is positive and supportive of the potential growth in the cigarette packaging printing business of the Group.

Other financing alternatives available to the Group

As discussed with the Management, we note that when formulating the terms of the Placing, the Directors have considered various fund raising alternatives for the Group, including both debt financing and equity financing. We have enquired into and were informed by the Directors that in considering debt financing alternatives, they are of the view that additional bank borrowings will increase interest burden and repayment obligations of the Group and potentially may be subject to lengthy due diligence and negotiations process as well as assets pledge by the Group.

As for equity financing, the Company has also approached a number of firms and financial institutions to try to procure underwriting for possible open offer or rights issue exercises. However, in view that: (i) greater discount is normally accorded to the issue price in a rights issue/open offer exercise to attract existing shareholders to subscribe for such issues, as compared to a placing, thus possibly resulting in a lesser amount of proceeds raised; (ii) the implementation time for rights issue/open offer is longer compared to the time required for a placing as it involves an offer period, which the Board considered not to be in a timely manner; (iii) the Company did not receive any positive reply from financial institutions approached, therefore, although an open offer and a rights issue would allow Shareholders to maintain their pro-rata shareholdings in the Company, we concur with the Directors’ view that such fund raising methods to be less appropriate for the Group as compared to the Placing.

– 19 –

LETTER FROM OPUS CAPITAL

PRINCIPAL TERMS OF THE PLACING AGREEMENT

Date: 22 May 2015 Issuer: Brilliant Circle Holdings International Ltd. Placing price: HK$1.70 Placing Shares: Up to 80,000,000 Placing agent: CLC International Ltd

Conditions precedent

The Placing is conditional upon: (i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares; (ii) the passing by the Independent Shareholders of the relevant resolution(s) at the EGM to approve the Placing Agreement and the transaction contemplated thereunder, including the grant of the Specific Mandate; and (iii) all necessary consents and approval having been obtained by the Company and the Placing Agent in respect of the Placing.

In the event that the above conditions are not fulfilled in full by 31 July 2015, all rights, obligations and liabilities of the Company and the Placing Agent under the Placing Agreement shall cease and determine and neither of the parties shall have any claim against the others in respect of the Placing save for any antecedent breach and/or any rights or obligations which may accrue under the Placing Agreement prior to such termination.

CONNECTED PLACEES

The 80,000,000 Placing Shares represents: (i) approximately 5.34% of the existing issued share capital of the Company as at the Latest Practicable Date; (ii) approximately 5.10% of the issued share capital of the Company as enlarged by the issue and allotment of the Placing Shares. The Placing Shares will be issued and allotted under the Specific Mandate.

The number of the Placees is expected to be not less than six and includes connected persons of the Company and staff of the Group. As at the Latest Practicable Date, Mr. Qin holds 321,062 Shares, representing approximately 0.022% of the issued share capital of the Company whilst Mr. Kiong, Mr. Huang Wan Ru, Ms. Huang Xin Yi, Mr. Zheng Chao, Mr. Jiang Xiang Yu and Ms. Huang Xiu Hua do not own any Shares in the Company. Mr. Qin, Mr. Kiong, Mr. Huang Wan Ru, Ms. Huang Xin Yi, Mr. Zheng Chao, Mr. Jiang Xiang Yu and Ms. Huang Xiu Hua, all considered as the Company’s connected persons under Chapter 14A of the Listing Rules, have agreed to subscribe for a total of 20,870,000 Placing Shares (the “ Connected Placees ”). Set out in the table below are the details of the Placing Shares applied by the Connected Placees:

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LETTER FROM OPUS CAPITAL

Table 4: Subscriptions by Connected Placees

Name Title Mr. Qin Executive director of the Company Mr. Kiong Executive director of the Company Mr. Huang Wan Ru Director of the Company’s subsidiaries Ms. Huang Xin Yi Director of the Company’s subsidiary Mr. Zheng Chao Director of the Company’s subsidiary Mr. Jiang Xiang Yu Director of the Company’s subsidiary Ms. Huang Xiu Hua Associates of Ms. Huang Xin Yi Total	Number of Placing Shares subscribed 15,000,000 200,000 2,000,000 50,000 1,600,000 2,000,000 20,000 20,870,000	Percentage of subscribed Placing Shares to the enlarged issued share capital upon completion the Placing 0.956% 0.013% 0.128% 0.003% 0.102% 0.128% 0.001%
		1.331%

The share subscription and the increase in shareholding of the Connected Placees in the Company demonstrate the Connected Placees’ commitment and confidence on the long term growth of the Group and in turn, would assist to strengthen the confidence of the existing Shareholders and potential investors on the Group’s prospect.

Furthermore, we note that the terms of the Placing for the Connected Placees are at the same terms for the other placees in the Placing.

– 21 –

LETTER FROM OPUS CAPITAL

ANALYSIS ON THE PLACING PRICE

The Placing Price of HK$1.70 per Placing Share represents:

(i) a discount of approximately 3.4% to the closing price of HK$1.76 per Share as quoted on the Stock Exchange on the Last Trading Day;
(ii) a discount of approximately 2.9% to the average of the closing prices of HK$1.75 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day; and
(iii) a discount of approximately 10.5% to the closing price of HK$1.90 per Share as quoted on the Stock Exchange on the Latest Practicable Date.

According to the Letter from the Board, the Placing Price of HK$1.70 per Placing Share was determined and negotiated on an arm’s length basis between the Company and the Placing Agent with reference to the then prevailing market price of the Shares.

For the purpose of assessing the fairness and reasonableness of the Placing Price, we set out the following informative analysis for illustrative purpose:

Review on Share price performance

The following table illustrates the highest and lowest closing price and the average closing price of the Shares as quoted on the Stock Exchange in each month during the 12-month period prior to the Last Trading Day commencing from 23 May 2014 up to and including the Last Trading Day (the “ Review Period ”). We consider the 12-month review period is sufficient to illustrate the recent performance of the Shares.

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LETTER FROM OPUS CAPITAL

Table 5: Historical daily closing prices of the Shares

				Number
	Highest	Lowest	Average	of trading
	daily	daily	daily	days in
	closing	closing	closing	each
Month	price	price	price	month
	(HK$)	(HK$)	(HK$)
2014
May (from 23 May 2014)	1.54	1.40	1.46	6
June	1.43	1.25	1.332	20
July	1.55	1.55	1.40	22
August	1.51	1.34	1.44	21
September	1.42	1.31	1.36	21
October	1.37	1.30	1.35	21
November	1.55	1.21	1.37	20
December	1.76	1.33	1.53	20
2015
January	1.71	1.37	1.56	21
February	1.68	1.56	1.64	18
March	1.58	1.41	1.47	22
April	1.88	1.43	1.71	19
May (up to and include the
Last Trading Day)	1.93	1.71	1.78	15
Source: Stock Exchange

During the Review Period, the daily closing price of the Shares ranged from a low of HK$1.21 per Share in November 2014 to a high of HK$1.93 per Share in May 2015. In addition, the following chart highlights the movements of the daily closing price of the Shares as quoted on the Stock Exchange during the Review Period.

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LETTER FROM OPUS CAPITAL

Chart 2: Closing price of Shares during the Review Period

==> picture [384 x 184] intentionally omitted <==

----- Start of picture text -----

2.00
Placing price of HK$1.70
1.90
1.80
1.70
1.60
1.50
1.40
1.30 Average daily closing price of HK$1.48
1.20
1.10
1.00
21/05/201406/06/201423/06/201409/07/201424/07/201408/08/201425/08/201410/09/201425/09/201414/10/201429/10/201413/11/201428/11/201416/12/201405/01/201520/01/201504/02/201523/02/201520/03/201514/04/201529/04/201515/05/2015
Closing price (HK$)
----- End of picture text -----

Source: Stock Exchange

We note that the Placing Price is above the average daily closing price of the Shares during the Review Period. The Placing Price of HK$1.70 represents:

(i) a discount of approximately 11.92% from the highest daily closing price of the Shares of HK$1.93 during the Review Period;
(ii) a premium of approximately 40.50% from the lowest daily closing price of the Shares of HK$1.21 during the Review Period; and
(iii) a premium of approximately 14.86% from the average daily closing price of the Shares of HK$1.48 during the Review Period.

Based on the above, in view that the Placing Price is at a premium to the average daily closing price and within the range of the daily closing price of the Shares during the Review Period; we are of the view that the Placing Price is fair and reasonable so far as the Company and the Independent Shareholders are concerned.

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LETTER FROM OPUS CAPITAL

Review on trading liquidity of the Shares

The average daily number of Shares traded per month, and the respective percentages of the Shares’ monthly trading volume as compared to the then total number of Shares in issue, during the Review Period are tabulated as follows:

Table 6: Monthly trading volume of Shares during the Review Period

				Average
				Volume as a
		Average daily		percentage of
	Number of	trading volume		the then total
	trading days in	(the “Average		number of
Month	each month	Volume”)	Issued Share	Shares in issue
		(Number of	(Number of
		Shares)	Shares)	(%)
2014
May (from 23
May 2014)	6	383,667	1,488,468,634	0.026
June	20	267,154	1,488,468,634	0.018
July	22	264,611	1,488,468,634	0.018
August	21	156,430	1,488,468,634	0.011
September	21	173,047	1,488,468,634	0.012
October	21	67,579	1,488,468,634	0.005
November	20	168,460	1,488,468,634	0.011
December	20	642,124	1,488,468,634	0.043
2015
January	21	354,415	1,488,468,634	0.024
February	18	41,444	1,488,468,634	0.003
March	22	168,168	1,488,468,634	0.011
April	19	865,212	1,488,468,634	0.058
May (up to and
include the
Last Trading
Day)	15	842,842	1,488,468,634	0.057

Source: Stock Exchange

The above table illustrates that the Average Volume in each month from May 2014 up to and including the Last Trading Day ranged from approximately 0.003% to approximately 0.058% of the then total number of Shares in issue. We consider that such trading volume during the Review Period is thin.

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LETTER FROM OPUS CAPITAL

Comparison with other placing comparables

In order to reflect the general trend of Placing exercise in the recent market, we have, on a best effort basis, conducted a search of all recent placing exercises under specific mandate that were announced during the three-month period immediately before the Last Trading Day, which commenced from 23 February 2015 up to and including the Last Trading Day (the “ Comparison Period ”). We are of the opinion that due to the volatility of the share prices of the companies listed on the Stock Exchange, the Comparison Period reflects a fair and recent period of comparison for the Placing. During the Comparison Period and based on our research conducted, we identified a total of 15 placing announced. In addition, to make the comparison more appropriate and relevant to the Placing, we have also excluded those companies whose market capitalisation is more than HK$4.62 billion and lower than HK$0.62 billion, which are less comparable to the Company, as the Company’s market capitalisation as at the Last Trading day was HK$2.62 billion. Subsequent to this refinement in our search, we have identified a total of 8 placing announced during the Comparison Period (the “ Placing Comparables ”). We consider that the Placing Comparables provide a general reference on terms of placing exercises announced by companies listed on the Stock Exchange of similar sized market capitalisation as that of the Company. To the best of our knowledge effort and endeavour and based on our search conducted, the list of the Placing Comparables is an exhaustive list of comparable placing for comparison purpose. However, Shareholders should note that the businesses, operations and prospects of the Company are not the same as the Placing Comparables and we have not conducted any in-depth investigation into their businesses and operations. As such, we believe that the Placing Comparables are fair and indicative in reflecting the current market conditions although not all the placing shares under the Placing Comparables are issued to connected persons of the respective issuers. The details are set out below:

Table 7: Comparable analysis of the Placing Comparables

				Premium/	Premium/
				(discount) of	(discount) of
				placing/	placing/
				subscription	subscription
				price over/to the	price over/to the
				share price as at	share price as at
Date of			Fund raising	the last trading	the last five
announcement	Company name	Stock code	size	day	trading day
			(HK$ million)	(%)	(%)
21/05/2015	China Strategic	235	1,024	(49.15)	(41.63)
	Holdings Limited
28/04/2015	China Aluminum	6898	120	(5.50)	(3.90)
	Cans Holdings
	Limited

– 26 –

LETTER FROM OPUS CAPITAL

				Premium/	Premium/
				(discount) of	(discount) of
				placing/	placing/
				subscription	subscription
				price over/to the	price over/to the
				share price as at	share price as at
Date of			Fund raising	the last trading	the last five
announcement	Company name	Stock code	size	day	trading day
			(HK$ million)	(%)	(%)
14/04/2015	Shougang Concord	730	377	(7.87)	(6.18)
	Grand (Group)
	Limited
27/03/2015	Perception Digital	1822	390	(14.75)	(16.93)
	Holdings Limited
10/03/2015	China Properties	736	250	(15.25)	(18.83)
	Investment
	Holdings Limited
02/03/2015	Bestway	718	235	(51.30)	(42.97)
	International
	Holdings Limited
27/02/2015	New Ray Medicine	8180	104	(16.70)	(15.30)
	International
	Holdings Limited
24/02/2015	Harmonic Strait	33	400	(13.79)	(14.97)
	Financial Holdings
	Limited
Minimum discount:				(5.50)	(3.90)
Maximum discount:				(51.30)	(42.97)
Average discount:				(21.79)	(20.09)
Company	Brilliant Circle	1008	136	(3.40)	(2.90)
	Holdings
	International
	Limited

Source: Stock Exchange

As shown in the above table, the placing price of the Placing Comparables represented discounts ranging from approximately 5.50% to approximately 51.30% with an average of approximately 21.79% to the respective closing prices of their shares on the last trading days prior to/on the date of the release of the respective placing announcements. The discount of approximately 3.40% to the closing price of the Shares on the Last Trading Day as represented by the Placing Price hence falls below both the average discount and the minimum discount of the Placing Comparables.

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LETTER FROM OPUS CAPITAL

Furthermore, the placing price of the Placing Comparables represented discounts ranging from approximately 3.90% to approximately 42.97% with an average of approximately 20.09% to the respective closing prices of their shares for the last five consecutive trading days prior to the date of the release of the respective placing announcements. The discount of approximately 2.90% to the closing price of the Shares for the last five consecutive trading days prior to and including the Last Trading Day as represented by the Placing Price also falls below both the average discount and the minimum discount of the Placing Comparables.

Based on the above and having considered in particular that:

(i) the Company has specific funding needs for factories transformation as discussed in the subsection in this letter headed “Reasons for the Placing and the use of proceeds”;
(ii) the Placing Price was arrived at after arm’s length negotiations between the Company and the Placing Agent;
(iii) the discount represented by the Placing Price to the closing price of the Shares on the Last Trading Day and to the closing prices of the Shares for the last five consecutive trading days prior to the Last Trading Day are below both the average discount and the minimum discount of the corresponding placing prices of the shares of the Placing Comparables over the share prices on the last trading days and for the last five consecutive trading days prior to/on the date of the release of the respective placing announcements;
(iv) the Placing Price represents a premium from the average daily closing price of the Shares during the Review Period; and
(v) the trading volume of the Shares is thin during the Review Period,

we are of the view that the Placing Price is fair and reasonable so far as the Independent Shareholders are concerned.

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LETTER FROM OPUS CAPITAL

Possible dilution effect on shareholding of the Company

The following table sets forth the shareholding structure of the Company: (i) as at the Latest Practicable Date; and (ii) immediately after completion of Placing:

Table 8: Shareholding structure of the Company

Mr. Cai Xiao Ming, David (Note 1) Mr. Qiu (Note 2) Mr. Kiong (Note 3) Certain directors of the Group and their associates (Note 4) Ares BCH Holdings, L.P. The Placees (other than the Connected Placees) (Note 5) Existing public Shareholders Total	As at the Latest Practicable Date (Number of Shares) (%) 851,456,892 57.204 321,062 0.022 – 0.000 – 0.000 183,034,214 12.297 1,034,812,168 69.522 – – 453,656,466 30.478 1,488,468,634 100.000	Immediately after Placing completion (Number of Shares) (%) 851,456,892 54.286 15,321,062 0.977 200,000 0.013 5,670,000 0.360 183,034,214 11.670 1,055,682,168 67.307 59,130,000 3.770 453,656,466 28.924 1,568,468,634 100.000	Immediately after Placing completion (Number of Shares) (%) 851,456,892 54.286 15,321,062 0.977 200,000 0.013 5,670,000 0.360 183,034,214 11.670 1,055,682,168 67.307 59,130,000 3.770 453,656,466 28.924 1,568,468,634 100.000
			100.000

Notes:

577,131,614 Shares are held by Sinorise International Limited and 274,325,278 Shares are held by Profitcharm Limited, the entire issued share capitals of them are beneficially owned by Mr. Cai Xiao Ming, David, the Chairman and an executive Director.
Mr. Qin (an executive Director) has indicated that he will apply for 15,000,000 Placing Shares.
Mr. Kiong (an executive Director) has indicated that he will apply for 200,000 Placing Shares.
Mr. Huang Wan Ru (a director of several subsidiary of the Company), Ms. Huang Xin Yi (a director of a subsidiary of the Company), Mr. Jiang Xiang Yu( a director of a subsidiary of the Company), Mr. Zheng Chao (a director of a subsidiary of the Company) and Ms. Huang Xiu Hua (sister of Ms. Huang Xin Yi), all being directors of certain subsidiaries of the Company, have indicated to apply for 2,000,000 Placing Shares, 50,000 Placing Shares, 2,000,000 Placing Shares, 1,600,000 Placing Shares and 20,000 Placing Shares respectively.
Subject to confirmations by the Placees (other than Mr. Qin, Mr. Kiong and the directors of the Group and their associates), the Placees may be existing Shareholders. The shareholding of the Placees assumes the maximum number of the Placing Shares has been successfully placed and without taking into account the existing shareholding of the Placees, if any.

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LETTER FROM OPUS CAPITAL

As shown in Table 8 above, the shareholding structure of the existing public Shareholders will be diluted from approximately 30.478% of the issued share capital of the Company as at the Latest Practicable Date to approximately 28.924% immediately after completion of the Placing.

Having considered that: (i) the Group is in need of funds to transform the factories; (ii) the Placing to Connected Placees can serve as an incentive to motivate the Connected Placees to be more committed to the development of the Group’s business; (iii) the terms of the Placing Agreement are fair and reasonable so far as the Company and the Independent Shareholders are concerned; and (iv) the terms of the Placing for the Connected Placees are at the same terms for the other placees in the Placing, we are of the view that the dilution effect is acceptable.

POSSIBLE FINANCIAL EFFECTS OF THE PLACING

Effect on net asset value

According to the 2014 Annual Report, the net assets of the Group as at 31 December 2014 was approximately HK$3,027.52 million. Upon completion of the Placing, the net assets of the Group will increase. As such, the Placing is expected to have a positive impact on the financial position of the Group.

Effect on working capital and liquidity

As stated in the Letter from the Board, the net proceeds from the Placing is estimated to be approximately HK$132.5 million. Immediately after the completion of the Placing, the net proceeds should therefore have a positive effect on the working capital and improve the Group’s liquidity position.

Effect on gearing

As confirmed by the Directors, the total assets of the Group would be enlarged upon completion of the Placing but there is no change to the total liabilities of the Group due to the Placing. As such, the total equity of the Group is expected to increase. As stated in the 2014 Annual Report, the Group’s gearing ratio is calculated from the amount of interest-bearing borrowings divided by shareholders equity. Consequently, the gearing ratio of the Group will reduce immediately upon completion of the Placing.

RECOMMENDATION

Having taken into consideration, in particular that:

(i) the net proceeds of the Placing will finance the transformation of the Group’s factories;
(ii) the Placing Price is at a premium to the average daily closing price and is within the range of the daily closing price of the Shares during the Review Period;

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LETTER FROM OPUS CAPITAL

(iii) the trading volume is thin during the Review Period;
(iv) the discount of the Placing Price to the closing prices of the Shares on the Last Trading Day and the last five consecutive trading days up to the Last Trading Day is lower than both the minimum and the average discounts of the corresponding placing price of the Placing Comparables over the share prices on the last trading days and for the last five consecutive trading days prior to/on the date of the release of the respective placing announcements;
(v) the terms of the Placing for the Connected Placees are at same terms for the other placees in the Placing; and
(vi) the dilution effect of the Placing is acceptable,

we are of the view that the terms of the Placing is on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned and are in the interest of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the resolution(s) to be proposed at the EGM to approve the Placing.

	Yours faithfully,
	For and on behalf of
	Opus Capital Limited
	Alvin Lai Koh Kwai Yim
_Chief _	Executive Officer Executive Director

Mr. Alvin Lai is the Chief Executive Officer of the Opus Capital Limited and is licensed under the SFO as a Responsible Officer to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities. Mr. Alvin Lai has over 15 years of financial industry, investments, corporate finance and legal experience in Asia and Australia. Mr. Lai is a qualified legal practitioner in New South Wales, Australia. Mr. Alvin Lai has acted as financial adviser and/or independent financial adviser to many companies and transactions involving fundraising and/or mergers and acquisition in Asia.

Ms. Koh Kwai Yim is the Executive Director of Opus Capital Limited and is licensed under the SFO as a Responsible Officer to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities. Ms. Lina Koh has over 15 years of corporate finance experience in Asia and has participated in and completed various financial advisory and independent financial advisory transactions.

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APPENDIX

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Director’s interests and short positions in the securities of the Company and its associated corporations

As at the Latest Practicable Date, the following Directors had or were deemed to have interests or short positions in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO): (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provision of the SFO); or (ii) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules:

			Approximate
			percentage
		No. of	of issued
		Shares	share
Name of Director	Capacity	held	Position capital
Cai Xiao Ming,	Controlled	851,456,892	Long 57.2%
David (Note)	corporation
Qin Song	Beneficial owner	321,062	Long 1.0%

Note: 577,131,614 Shares are held by Sinorise International Limited and 274,325,278 Shares are held by Profitcharm Limited, the entire issued share capitals of them are beneficially owned by Mr. Cai Xiao Ming, David.

(b) Persons who have an interest or short position which is discloseable under Divisions 2 and 3 of Part XV of the SFO

So far as is known to the Directors and the chief executive of the Company, as at the Latest Practicable Date, the following persons (not being Directors or chief executive of the Company) had, or were deemed to have, interests or short positions

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APPENDIX

GENERAL INFORMATION

in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO:

				Approximate
				percentage
			No. of	of issued
Name of Shareholder	Notes	Nature of interest	Shares held	share capital
Profitcharm Limited	1	Beneficial owner	274,325,278	18.4%
			(L)
Sinorise International	2	Beneficial owner	577,131,614	38.8%
Limited			(L)
Ares BCH Holdings L.P.	3	Beneficial owner	183,034,214	12.3%
			(L)
ACOF Asia	3	Controlled	183,034,214	12.3%
Management L.P.		corporation	(L)
Ares Management	3	Controlled	183,034,214	12.3%
(Cayman) Ltd.		corporation	(L)
Partners Group		Beneficial owner	103,555,231	7.0%
Holding AG			(L)
Masterwork Machinery		Controlled	250,551,964	16.83%
Co., Ltd.		corporation	(L)
Masterwork Machinery		Beneficial owner	250,551,964	16.83%
(H.K.) Limited			(L)
Tianjin Dehou		Other	103,555,231	7.0%
Investment			(L)
Management
Partnership (Limited
Partnership)

(L) denotes long position

Notes:

Profitcharm Limited is a company incorporated in the British Virgin Islands with limited liability, the entire issued share capital of which is wholly and beneficially owned by Mr. Cai Xiao Ming, David.
Sinorise International Limited is a company incorporated in the British Virgin Islands with limited liability, the entire issued share capital of which is wholly and beneficially owned by Mr. Cai Xiao Ming, David.
Mr. Sean Xing He, a non-executive Director, joined Ares Management (Cayman), Ltd. in March 2010 and is a director of Ares Management (Cayman), Ltd. Ares Management (Cayman), Ltd. is the general partner of ACOF Asia Management, L.P. which is the general partner of Ares BCH Holdings, L.P.

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APPENDIX

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any other person (other than the Directors and the chief executive of the Company) who had, or was deemed to have, interests or short positions in the Shares or underlying Shares (including any interests in options in respect of such capital), which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO.

(c) Director’s interests in competing business, contracts and assets

As at the Latest Practicable Date,

(a) none of the Directors or their respective associates had any interest in a business which competes or is likely to compete, either directly or indirectly, with the business of the Group;
(b) there is no contract or arrangement entered into by any member of the Group subsisting at the date of this circular in which any Director is materially interested and which is significant to the business of the Group; and
(c) none of the Directors had any direct or indirect interest in any assets which had been acquired, disposed of by or leased to, or which were proposed to be acquired, disposed of by or leased to, any member of the Group since 31 December 2014, being the date to which the latest published audited consolidated financial statements of the Group were made up.

3. MATERIAL ADVERSE CHANGE

The Directors are not aware of any circumstances or events that may give rise to a material adverse change in the financial or trading position of the Group since 31 December 2014, being the date of which the latest audited financial statement of the Group were made up.

4. SERVICE CONTRACT

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

5. EXPERT’S QUALIFICATION AND CONSENT

Opus Capital is a licensed corporation to carry on type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO which has provided its opinion contained in this circular.

Opus Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and/or references to its name in the form and context in which they respectively appear.

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APPENDIX

GENERAL INFORMATION

As at the Latest Practicable Date, Opus Capital was not beneficially interested in the share capital of any member of the Group nor did it have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any Shares, convertible securities, warrants, options or derivatives which carry voting rights in any member of the Group nor did it have any interest, either direct or indirect, in any assets which have been acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2014, being the date to which the latest published audited financial statements of the Group were made up.

6. DOCUMENT AVAILABLE FOR INSPECTION

A copy of the Placing Agreement will be available for inspection during normal business hours (Saturdays and public holidays excepted) from 10:00 a.m. to 12:30 p.m. and from 2:00 p.m. to 5:00 p.m. at the head office and principal place of business of the Company in Hong Kong for a period of 14 days from the date of this circular.

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NOTICE OF EGM

==> picture [45 x 57] intentionally omitted <==

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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NOTICE OF EGM

(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

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:

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

– 37 –

AI assistant

Litu Holdings Limited — Proxy Solicitation & Information Statement 2015

49624_rns_2015-06-15_c8dddb2b-d41d-4088-9d69-11becaac4271.pdf

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

PLACING OF NEW SHARES UNDER SPECIFIC MANDATE INVOLVING CONNECTED PERSONS

OPUS CAPITAL LIMITED

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

(Stock code: 1008)

Executive Directors:

Non-executive Director:

Registered office:

Independent non-executive Directors:

CONNECTED TRANSACTION: PLACING FOR NEW SHARES WITH BONUS WARRANTS

INTRODUCTION

THE PLACING AGREEMENT

Placees

Number of Placing Shares

Placing price

Conditions precedent

Placing Completion

Ranking of the Placing Shares

Application for listing

Termination

Specific Mandate to issue the Placing Shares

FUND RAISING EXERCISE BY THE COMPANY IN THE PAST TWELVE MONTHS

REASONS FOR THE PLACING AND USE OF PROCEEDS

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

LISTING RULES IMPLICATIONS IN RELATION TO THE PLACING

EGM

RECOMMENDATION

FURTHER INFORMATION

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

PLACING OF NEW SHARES UNDER SPECIFIC MANDATE INVOLVING CONNECTED PERSONS

CONNECTED TRANSACTION AND PLACING OF NEW SHARES UNDER SPECIFIC MANDATE

INTRODUCTION

INDEPENDENT BOARD COMMITTEE

OUR INDEPENDENCE

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

Business overview of the Group

Table 1: Highlights of the financial results of the Group

Table 2: Revenue breakdown of the Group

Table 3: Highlights of the financial position of the Group

REASONS FOR THE PLACING AND THE USE OF PROCEEDS

Market outlook of the printing and packaging business of the Group

Other financing alternatives available to the Group

PRINCIPAL TERMS OF THE PLACING AGREEMENT

Conditions precedent

CONNECTED PLACEES

Table 4: Subscriptions by Connected Placees

ANALYSIS ON THE PLACING PRICE

Review on Share price performance

Table 5: Historical daily closing prices of the Shares

Review on trading liquidity of the Shares

Table 6: Monthly trading volume of Shares during the Review Period

Comparison with other placing comparables

Possible dilution effect on shareholding of the Company

Table 8: Shareholding structure of the Company

POSSIBLE FINANCIAL EFFECTS OF THE PLACING

Effect on net asset value

Effect on working capital and liquidity

Effect on gearing

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(a) Director’s interests and short positions in the securities of the Company and its associated corporations

(b) Persons who have an interest or short position which is discloseable under Divisions 2 and 3 of Part XV of the SFO

(L) denotes long position

(c) Director’s interests in competing business, contracts and assets

3. MATERIAL ADVERSE CHANGE

4. SERVICE CONTRACT

5. EXPERT’S QUALIFICATION AND CONSENT

6. DOCUMENT AVAILABLE FOR INSPECTION

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

(Stock code: 1008)

NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION

“ THAT :

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

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Litu Holdings Limited Proxy Solicitation & Information Statement 2015