Litu Holdings Limited — Proxy Solicitation & Information Statement 2018

May 24, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares of Brilliant Circle Holdings International Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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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)

PROPOSAL FOR DECLARATION AND PAYMENT OF SPECIAL DIVIDEND AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of the Company to be held at Room 1201A, 12/F, Capital Centre, 151 Gloucester Road, Wanchai, Hong Kong on Wednesday, 13 June 2018 at 11 a.m. is set out on pages 6 to 7 of this circular. A form of proxy for use at the EGM is also enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk and the Company at www.bcghk.cn.

Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

24 May 2018

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2.	Declaration and payment of the special dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	Reason for the declaration and payment of the special dividend . . . . . . . . . . . . . .	3
4.	Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

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

‘‘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
‘‘Director(s)’’	the director(s) of the Company
‘‘EGM’’	the extraordinary general meeting of the Company to be
	convened and held to consider the declaration and payment
	of the Special Dividend
‘‘Group’’	the Company and its subsidiaries
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the
	People’s Republic of China
‘‘Latest Practicable Date’’	18 May 2018, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information contained in this circular
‘‘Listing Rules’’	the Rules Governing the Listing of Securities on the Stock
	Exchange
‘‘SFO’’	the Securities and Futures Ordinance (Chapter 571 of Laws
	of Hong Kong)
‘‘Share(s)’’	ordinary share(s) of HK$0.005 each in the share capital of
	the Company
‘‘Shareholder(s)’’	holder(s) of the Share(s)
‘‘Special Dividend’’	the special dividend of HK12.75 cents per Share as
	recommended by the Board
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘HK$’’	Hong Kong dollar(s), the lawful currency of Hong Kong
‘‘RMB’’	Renminbi, the lawful currency of the People’s Republic of
	China
‘‘%’’	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 (Vice Chairman and Chief Executive Officer) Mr. Peng Guoyi

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

Non-executive Director: Ms. Li Li

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 1201A, 12th Floor Capital Centre 151 Gloucester Road Wanchai Hong Kong

24 May 2018

To the Shareholders

Dear Sir or Madam

PROPOSAL FOR DECLARATION AND PAYMENT OF A SPECIAL DIVIDEND

1. INTRODUCTION

Reference is made to the announcement of the Company dated 18 May 2018 in relation to the proposed payment of Special Dividend. The purpose of this circular is to provide you with information regarding the proposed payment of Special Dividend, to enable you to make a decision on whether to vote for or against the resolution in connection with such matters to be proposed at the forthcoming EGM.

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LETTER FROM THE BOARD

2. DECLARATION AND PAYMENT OF THE SPECIAL DIVIDEND

The Board has recommended the declaration and payment of a special dividend of HK12.75 cents per Share. As at the Latest Practicable Date, the issued share capital of Company comprised 1,567,884,634 fully paid up Shares. Assuming that there is no change in the issued share capital of the Company during the period from the Latest Practicable Date to the date of the EGM, the Special Dividend, if declared and paid, will amount to an aggregate amount of HK$199,905,291. Subject to the passing of an ordinary resolution by the Shareholders at the EGM approving the declaration and payment of the Special Dividend, the Special Dividend will be paid on or about 10 July 2018 to the Shareholders whose names appear on the register of members of the Company on 26 June 2018.

3. REASONS FOR THE DECLARATION AND PAYMENT OF THE SPECIAL DIVIDEND

With reference to the announcement of the Company dated 11 January 2018, the transaction of disposal of property and car parking spaces was completed on 30 April 2018. With the surplus cash available to the Company, the Board have considered the following fund deployment options:

(i) The commencement of second phase of Eastern China Technology Park

The Board consider the trend of smart packaging is essential to the growth of the Company and differentiate from traditional packaging to increase the market share of the cigarette package. Total investment cost is approximately RMB250,000,000, comprising of (1) approximately RMB150,000,000 construction cost and (2) approximately RMB70,000,000 for new smart packaging production line and approximately RMB30,000,000 for new boutique packaging production line.

(ii) Expansion of production capacity of HY-Link Science & Technology Co., Ltd (‘‘HY Link’’)

With the increasing demand of new retail industry, HY Link started to experience bottleneck in fulfilling customer order. The Board consider as necessary to increase the capacity of HY Link by acquiring additional RFID and other relevant machineries. The total investment cost is approximately RMB30,000,000. It is expected that the demand of customer will fully absorb the increased capacity.

(iii) Acquisition of strategic supplier

Since the introduction of mandatory tendering system, there are continuous pressure on the selling price of the cigarette package. The gross profit of the Group is experiencing decline in recent year. In order to compete with the market participants, the Group will look for acquisition of strategic supplier in order for vertical integration into upstream industrial chain to enhance the synergy effect with the aim to increase the profit margin as a whole.

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LETTER FROM THE BOARD

After taking into consideration of the existing cash flow of the Group, the Board considers that the Company has sufficient cash flow to pay the Special Dividend to reward the Shareholders and proceed with the abovementioned investment options having considering different payment schedule. The declaration and payment of the Special Dividend will not have any material adverse effect on the financial position of the Group. No binding agreement has been entered into by the Group in relation to the above investment opportunities. In the event that any of them materialises, the Company will make further announcement(s) in accordance with the Listing Rules as and when appropriate.

4. CLOSURE OF REGISTER OF MEMBERS

For ascertaining shareholders’ entitlement to attend and vote at the EGM, the register of members of the Company will be closed from 8 June 2018 to 13 June 2018 (both days inclusive) during which period no transfers of shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer shares of the Company accompanied by the relevant share certificates and transfer forms must be lodged with 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 later than 4:30 p.m. on 7 June 2018.

For determining the entitlement to receive the proposed Special Dividend, the register of members of the Company will be closed from 21 June 2018 to 26 June 2018 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to be eligible to receive the proposed Special Dividend, all transfer of shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on 20 June 2018.

5. EGM

Set out on pages 6 and 7 of this circular is the notice convening the EGM at which resolution will be proposed to approve the declaration and payment of the Special Dividend. No Shareholder is required under the Listing Rules to abstain from voting on the proposed ordinary resolution at the EGM.

Pursuant to the Listing Rules, any vote of the Shareholders at a general meeting of the Company must be taken by way of poll except that the chairman of the meeting may, in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolution to be considered and, if thought fit, approved at the EGM will be voted by way of poll by the Shareholders.

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LETTER FROM THE BOARD

6. RECOMMENDATION

The Board considers that the recommendation for declaration and payment of the Special Dividend is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM.

Yours faithfully For and on behalf of the Board Brilliant Circle Holdings International Limited Cai Xiao Ming, David Chairman

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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 the extraordinary general meeting of Brilliant Circle Holdings International Limited (the ‘‘Company’’) will be held at Room 1201A, 12/F, Capital Centre, 151 Gloucester Road, Wanchai, Hong Kong on Wednesday, 13 June 2018 at 11 a.m. to transact the following ordinary business:

ORDINARY RESOLUTION

‘‘THAT the declaration and payment of a special dividend of HK12.75 cents per ordinary share be and is hereby approved and any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised to take such action, do such things and execute such documents and deeds as he/she/they may at his/her/their absolute discretion consider necessary, desirable, appropriate and expedient for the purpose of or in connection with the foregoing.’’

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

Hong Kong, 24 May 2018

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NOTICE OF EGM

Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive Room 1201A, 12th Floor P.O. Box 2681 Capital Centre Grand Cayman KY1-1111 151 Gloucester Road Cayman Islands Wanchai Hong Kong

Notes:

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

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

3. For ascertaining shareholders’ entitlement to attend and vote at the EGM, the register of members of the Company will be closed from 8 June 2018 to 13 June 2018 (both days inclusive) during which period no transfers of shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer shares of the Company accompanied by the relevant share certificates and transfer forms must be lodged with 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 later than 4:30 p.m. on 7 June 2018.

4. For determining the entitlement to receive the proposed special dividend, the register of members of the Company will be closed from 21 June 2018 to 26 June 2018 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to be eligible to receive the proposed special dividend, all transfer of shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on 20 June 2018.

As at the date of this notice, the Board comprises three executive Directors, namely, Mr. Cai Xiao Ming, David (Chairman), Mr. Qin Song (Vice Chairman and the Chief Executive Officer) 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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