Litu Holdings Limited — Proxy Solicitation & Information Statement 2021

Oct 20, 2021

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)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of the Company to be held at 3/F, 38 On Lok Mun Street, On Lok Tsuen, Fanling, New Territories, Hong Kong on Monday, 15 November 2021 at 11 a.m. is set out on pages 7 to 8 of this circular. A form of proxy for use at the extraordinary general meeting is also enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk and the Company at www.bcghk.cn.

Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, 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 extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE EGM

Practical measures will be taken to try to avoid the spread of COVID-19 at the EGM, including:

• . Compulsory temperature checks and health declarations for all attendees, including Directors and Shareholders.

• . Prohibition from attendance at the EGM if the attendee has a fever.

• . Persons exhibiting flu-like symptoms may also be refused admittance to the venue of the EGM.

• . Compulsory wearing of surgical face masks throughout the EGM.

• . Maintaining proper distance between seats. No refreshments will be served at the EGM. Any person who does not comply with the precautionary measures may be denied entry into the venue of the EGM. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the proposed resolution at the EGM as an alternative to attending the EGM in person.

21 October 2021

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7

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DEFINITIONS

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

• ‘‘Announcements’’ the announcements of the Company dated 20 September 2021 and 7 October 2021 in relation to, among others, the Proposed Change of Company Name

• ‘‘Articles’’ the articles of association of the Company, and ‘‘Article’’ shall mean an Article of the Articles of Association

• ‘‘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’’ an extraordinary general meeting of the Company to be held on Monday, 15 November 2021 at 11 a.m. (or any adjournment thereof) for the purpose of considering, and if though fit, approving the Proposed Change of Company Name

• ‘‘Group’’ the Company and its subsidiaries

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

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

• ‘‘Proposed Change of Company the proposed change of the English name of the Company Name’’ from ‘‘Brilliant Circle Holdings International Limited’’ to ‘‘Litu Holdings Limited’’ and the dual foreign name of the Company from ‘‘貴聯控股國際有限公司’’ to ‘‘力圖控股有 限公司’’

• ‘‘Share(s)’’ ordinary share(s) of HK$0.005 each in the share capital of the Company

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DEFINITIONS

‘‘Shareholder(s)’’ holder(s) of the issued Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong

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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. Chen Xiao Liang (Chairman) Mr. Qin Song (Vice Chairman and Chief Executive Officer) Mr. Huang Wanru Mr. Jiang Xiang Yu

Non-executive Director: Ms. Li Li

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

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

Head office and principal place of business in Hong Kong: 3/F, 38 On Lok Mun Street On Lok Tsuen Fanling New Territories Hong Kong

21 October 2021

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Announcements in relation to, among other things, the Proposed Change of Company Name.

The purpose of this circular is to provide the Shareholders with information in respect of the special resolution to be proposed at the EGM for the Proposed Change of Company Name, and the notice of the EGM to be convened and held for the purpose of considering, and if thought fit, approving the Proposed Change of Company Name.

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LETTER FROM THE BOARD

A notice convening the EGM is set out on pages 7 to 8 in this circular.

PROPOSED CHANGE OF COMPANY NAME

As disclosed in the Announcements, the Board proposes to change the English name of the Company from ‘‘Brilliant Circle Holdings International Limited’’ to ‘‘Litu Holdings Limited’’ and to adopt and register the Chinese name of ‘‘力圖控股有限公司’’ as the dual foreign name of the Company in place of its existing Chinese name of ‘‘貴聯控股國際有限公 ’’ 司 .

CONDITIONS OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name is subject to the fulfillment of the following conditions:

• (1) the passing of a special resolution by the Shareholders at the EGM to approve the Proposed Change of Company Name; and

• (2) the Registrar of Companies in the Cayman Islands approving the Proposed Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date of entry of the new English name of the Company on the register maintained by the Registrar of Companies in the Cayman Islands. The Registrar of Companies in the Cayman Islands shall issue a certificate of incorporation on change of name thereafter. The Company will carry out all necessary registration and/or filing procedures with the Registrar of Companies in the Cayman Islands and the Companies Registry in Hong Kong.

REASONS FOR THE PROPOSED CHANGE OF COMPANY NAME

The Board is of the view that the proposed new English and Chinese names of the Company will provide the Company with a new corporate image which will benefit the Company’s future business development. Therefore, the Board considers that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

EFFECT OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name will not affect any rights of the holders of securities of the Company or the daily business operation and financial position of the Company. Once the Proposed Change of Company Name becomes effective, any issue of share certificates of the Company thereafter will be in the new name of the Company and the Shares will be traded on the Stock Exchange under the new name of the Company.

All existing share certificates of the Company in issue bearing the present name of the Company shall, after the Proposed Change of Company Name has become effective, continue to be evidence of title to such Shares and will continue to be valid for trading, settlement,

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LETTER FROM THE BOARD

registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existing share certificates for new certificates bearing the new name of the Company.

Upon the Proposed Change of Company Name becoming effective, the Company intends to change the English and Chinese stock short names of the Company correspondingly. The Company will make further announcement(s) on the Proposed Change of Company Name as soon as practicable after the Proposed Change of Company Name has become effective and will announce the change of the English and Chinese stock short names of the Company under which the Shares will be traded on the Stock Exchange. The Company also intends to change its company website following the Proposed Change of Company Name. The stock code of the Company will remain as ‘‘1008’’.

EGM

A notice convening the EGM is set out on pages 7 to 8 of this circular. The EGM will be held at 3/F, 38 On Lok Mun Street, On Lok Tsuen, Fanling, New Territories, Hong Kong on Monday, 15 November 2021 at 11 a.m., for the Shareholders to consider and, if thought fit, to approve the Proposed Change of Company Name.

PROXY ARRANGEMENT

A form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange and the website of the Company. 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 return it to Tricor Investor Services Limited, the branch share registrar and transfer office of the Company in Hong Kong, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible, and in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

VOTING BY POLL AT THE EGM

Pursuant to Rule 13.39(4) of the Listing Rules and the Articles, any vote of Shareholders at a general meeting must be taken by poll save that the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his votes or cast all the votes he uses in the same way. The Company will appoint scrutineers to handle vote-taking procedures at the EGM. An announcement on the poll results will be published by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

The Proposed Change of Company Name is subject to the approval of a special resolution passed by the Shareholders. To the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the Proposed Change of Company Name at the EGM.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the EGM to be held on Monday, 15 November 2021, the register of members of the Company will be closed from Wednesday, 10 November 2021 to Monday, 15 November 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the EGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 9 November 2021.

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 Company. 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.

RECOMMENDATION

The Board considers that the Proposed Change of Company Name to be 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 special resolution to be proposed at the EGM.

By order of the Board

Brilliant Circle Holdings International Limited Mr. Chen Xiao Liang Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1008)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the ‘‘EGM’’) of Brilliant Circle Holdings International Limited (the ‘‘Company’’) will be held at 3/F, 38 On Lok Mun Street, On Lok Tsuen, Fanling, New Territories, Hong Kong on Monday, 15 November 2021 at 11 a.m., for the following purposes:

SPECIAL RESOLUTION

To consider and, if thought fit, to pass with or without modification, the following as a special resolution of the Company:

‘‘THAT subject to and conditional upon the necessary approval of the Registrar of Companies in the Cayman Islands being obtained, the English name of the Company be changed from ‘‘Brilliant Circle Holdings International Limited’’ to ‘‘Litu Holdings Limited’’ and the dual foreign name of the Company from be changed from ‘‘貴聯控股國際有限公司’’ to ‘‘力圖控股有限公司’’, with effect from the date of issue of the Certificate of Incorporation on Change of Name by the Registrar of Companies in the Cayman Islands, and that any one or more directors of the Company be and is/are hereby authorised to do all such acts and things, and execute all such documents (including under seal of the Company where appropriate) which they may, in their absolute discretion, deem necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect of the aforesaid change of name of the Company, and to attend to any necessary registration and/or filing for and on behalf of the Company.’’

By order of the Board Brilliant Circle Holdings International Limited Mr. Chen Xiao Liang

Chairman

Hong Kong, 21 October 2021

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive 3/F, 38 On Lok Mun Street P.O. Box 2681 On Lok Tsuen Grand Cayman KY1-1111 Fanling Cayman Islands New Territories 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 54, 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 Wednesday, 10 November 2021 to Monday, 15 November 2021 (both days inclusive), during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer of 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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 9 November 2021.

As at the date of this notice, the Board comprises four executive directors, namely, Mr. Chen Xiao Liang (Chairman), Mr. Qin Song (Vice Chairman and the Chief Executive Officer), Mr. Huang Wanru and Mr. Jiang Xiang Yu, 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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