Brilliant Circle International : (1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE BY THE COMPANY OF ITS OWN SHARES; (2) PROPOSED RE-ELECTION OF DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING

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.

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)

1. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE BY THE COMPANY OF ITS OWN SHARES;
2. PROPOSED RE-ELECTION OF DIRECTORS; AND
3. NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at Room 1201A, 12/F, Capital Centre, 151 Gloucester Road, Wanchai, Hong Kong on 11 June 2021 at 11 a.m. is set out on pages 13 to 17 of this circular. A form of proxy for use at the annual 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 annual 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 annual 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 annual general meeting or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE AGM

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

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

. Prohibition from attendance at the AGM if the attendee has a fever. Persons exhibiting flu-like symptoms may also be refused admittance to the venue of the AGM

. Compulsory wearing of surgical face masks throughout the AGM

. Maintaining proper distance between seats

. No refreshments will be served at the AGM

Any person who does not comply with the precautionary measures may be denied entry into the venue of the AGM. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

29 April 2021

CONTENTS
	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandate and Repurchase Mandate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I - Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II - Details of Directors proposed to be re-elected at the AGM . . . . . . . .	10
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

- i -

DEFINITIONS

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

''AGM''	the annual general meeting of the Company to be convened
	and held to consider and, if thought fit, to approve, among
	other things, the proposed grant of the General Mandate and
	the Repurchase Mandate, the proposed re-election of
	Directors and the proposed adoption of new share scheme
''Articles of Association''	the articles of association of the Company, and ''Article''
	shall mean an Article of the Articles of Association
''Board''	the board of Directors
''close associate(s)''	has the meaning ascribed to this term under the Listing
	Rules
''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
''core connected person''	has the same meaning ascribed to it under the Listing Rules
''Director(s)''	the director(s) of the Company
''General Mandate''	the general mandate proposed to be granted to the Directors
	at the AGM to allot, issue and otherwise deal with
	additional Shares up to a maximum of 20% of the
	aggregate nominal share capital of the Company in issue at
	the date of the passing of such resolution
''Group''	the Company and its subsidiaries
''Hong Kong''	the Hong Kong Special Administrative Region of the
	People's Republic of China
''Latest Practicable Date''	22 April 2021, 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
''Repurchase Mandate''	the repurchase mandate proposed to be granted to the
	Directors at the AGM to repurchase up to a maximum of
	10% of the aggregate nominal amount of the issued share
	capital of the Company at the date of passing such
	resolution

- 1 -

	DEFINITIONS
''SFO''	the Securities and Futures Ordinance (Chapter 571 of Laws
	of Hong Kong)
''Share(s)''	ordinary share(s) of HK$0.005 each in the share capital of
	the Company
''Shareholder(s)''	holder(s) of the Share(s)
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	the Hong Kong Code on Takeovers and Mergers
''HK$''	Hong Kong dollar(s), the lawful currency of Hong Kong
''%''	per cent.

- 2 -

LETTER FROM THE BOARD

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	Registered office:
Executive Directors:	Cricket Square
Mr. Chen Xiao Liang (Chairman)	Hutchins Drive
Mr. Qin Song (Vice Chairman and	P.O. Box 2681
Chief Executive Officer)	Grand Cayman KY1-1111
Mr. Huang Wanru	Cayman Islands
Ms. Zheng Jinghui
	Head office and principal place
Non-executive Director:	of business in Hong Kong:
Ms. Li Li	Room 1201A, 12/F
	Capital Centre
Independent non-executive Directors:	151 Gloucester Road
Mr. Lam Ying Hung, Andy	Wanchai
Mr. Lui Tin Nang	Hong Kong
Mr. Siu Man Ho, Simon
	29 April 2021
To the Shareholders
Dear Sir or Madam

1. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE

BY THE COMPANY OF ITS OWN SHARES; AND

(2) PROPOSED RE-ELECTION OF DIRECTORS

INTRODUCTION

At the AGM to be held at Room 1201A, 12/F, Capital Centre, 151 Gloucester Road, Wanchai, Hong Kong on 11 June 2021 at 11 a.m, resolutions will be proposed, among other matters:

1. to grant the General Mandate to the Directors;
2. to grant the Repurchase Mandate to the Directors;

- 3 -

LETTER FROM THE BOARD

1. to increase the number of Shares to be allotted and issued under the General Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate; and
2. to re-elect the Directors.

The purposes of this circular are to provide you with information in relation to the resolutions to be proposed at the AGM for the grant of the General Mandate and the Repurchase Mandate, the re-election of Directors and to give you the notice of the AGM.

GENERAL MANDATE AND REPURCHASE MANDATE

The General Mandate and the Repurchase Mandate shall be effective until whichever is the earliest of:

1. the conclusion of the next annual general meeting of the Company; or
2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, or any other applicable law of the Cayman Islands to be held; or
3. the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.

General Mandate

The Company has in issue an aggregate of 1,567,884,634 Shares as at the Latest Practicable Date. Subject to the passing of the proposed resolution for the approval of the General Mandate and in accordance with the terms therein, the Company would be allowed to allot and issue up to a maximum of 313,576,926 Shares, representing 20% of the aggregate nominal amount of the issued Shares at the time of the passing of the resolution approving the General Mandate on the basis that no further Shares will be issued or repurchased by the Company prior to the AGM.

The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme as may be approved by the Shareholders.

Repurchase Mandate

Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution to renew the grant to the Directors of the Repurchase Mandate. The explanatory statement required by the Listing Rules to be included in this circular is set out in Appendix I.

- 4 -

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

According to Article 84(1), one-third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation at every annual general meeting of the Company. A retiring Director shall be eligible for re-election.

Mr. Chen Xiao Liang, Ms. Li Li and Mr. Siu Man Ho, Simon shall retire from office by rotation at the AGM and, being eligible, offer themselves for re-election. At the AGM, ordinary resolutions will be proposed to re-elect Mr. Chen Xiao Liang as executive Director; Ms. Li Li as non-executive Director and Mr. Siu Man Ho, Simon as independent non-executive Director. The information required to be disclosed under the Listing Rules in relation to the retiring Directors proposed for re-election are set out in Appendix II to this circular.

Nomination policy and process for the independent non-executive Directors

In reviewing the structure of the Board, the nomination committee of the Company will consider the structure, size and diversity (including gender, age, cultural and educational background, length of service, skills, knowledge and experience etc.) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy. All appointments to the Board are based on meritocracy and the candidates will be assessed based on criteria such as education background and relevant skills and experience for consideration of the operation of the Board as a whole, with a view to maintaining a sound balance of the Board's composition.

Mr. Siu Man Ho, Simon, an independent non-executive Director proposed to be re-elected at the AGM, has years of experience in advising on the legal aspects of corporate finance, capital markets, securities, mergers and acquisitions, joint ventures and general commercial matters and has been acting as an independent non-executive director of various companies listed on the Stock Exchange since 2001. The Board is of the view that Mr. Siu Man Ho, Simon has been committed to devoting time and attention to perform his duties as independent non-executive Director over the years and that his wide breadth of professional experience and knowledge in his field have been and will continue to contribute greatly to the diversity of the Board.

Mr. Siu Man Ho, Simon has served on the Board for more than nine years. During his term as an independent non-executive Director, he has demonstrated that he has the required character, integrity and experience to perform his duties by providing objective views and independent guidance to the Board. The Nomination Committee of the Company has assessed and reviewed his annual confirmation of independence based on the independence criteria set out in Rule 3.13 of the Listing Rules, and affirmed that Mr. Siu Man Ho, Simon remain independent. The Board considers that with his past experience, in-depth understanding with the operations and business of the Group, his long services would not affect his exercise of independent judgment. As such, the Board considers that the re-election of Mr. Siu Man Ho, Simon as independent non-executive Director is in the best interest of the Company and the Shareholders as a whole.

- 5 -

LETTER FROM THE BOARD

ACTION TO BE TAKEN

Whether or not you intend to attend the AGM, 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 holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or adjournment thereof in person if you so wish.

All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company after the AGM on the results of the AGM.

RECOMMENDATION

The Directors believe that the proposed grant of the General Mandate and the Repurchase Mandate, the extension of the General Mandate, and the proposed re-election of Directors are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

GENERAL

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolutions to be proposed at the AGM. Your attention is drawn to the information set out in the appendices to this circular.

Yours faithfully

For and on behalf of the Board

Brilliant Circle Holdings International Limited

Chen Xiao Liang

Chairman

- 6 -

APPENDIX I	EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. REPURCHASE OF SECURITIES FROM CONNECTED PARTIES

The Listing Rules prohibit a company from knowingly purchasing securities on the Stock Exchange from a ''core connected person'', that is, a director, chief executive or substantial shareholder (as defined in the Listing Rules) of the Company or any of its subsidiaries or their respective close associates and a core connected person is prohibited from knowingly selling his/her/its securities to the Company.

No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is passed.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,567,884,634 fully paid Shares.

Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are to be issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 156,788,463 fully paid Shares.

3. REASONS FOR THE REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

4. FUNDING OF REPURCHASES

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company's available cash flow or working capital facilities which will be funds legally available under the Cayman Islands law and the memorandum and articles of association of the Company for such purpose.

An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital and gearing position of the Company compared with that as at 31 December 2020, being the date of its latest published audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

- 7 -

APPENDIX I	EXPLANATORY STATEMENT

5. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve calendar months were as follows:

	Highest	Lowest
	HK$	HK$
2020
April	0.700	0.650
May	0.780	0.680
June	0.890	0.500
July	0.550	0.430
August	0.530	0.395
September	0.490	0.345
October	0.415	0.360
November	0.400	0.340
December	0.355	0.275
2021
January	0.370	0.310
February	0.440	0.345
March	0.430	0.325
April (up to the Latest Practicable Date)	0.440	0.375

6. DISCLOSURE OF INTERESTS AND MINIMUM PUBLIC HOLDING

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Repurchase Mandate is approved at the AGM and exercised.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and applicable laws of the Cayman Islands.

If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory general offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge of the Directors, Mr. Cai Xiao Ming, David and Ms. Li Li. are entitled to exercise and/or control the exercise of 57.50% and 15.98% of the voting rights in the general meetings of the Company respectively. In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase

- 8 -

APPENDIX I	EXPLANATORY STATEMENT

Mandate, the voting rights of Mr. Cai Xiao Ming, David and Ms. Li Li in the Company would increase to approximately 63.88% and 17.76% respectively. Such increase will not give rise to an obligation on either of them to make a mandatory offer under Rule 26 or Rule 32 of the Takeovers Code. The Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any purchase made under the Repurchase Mandate.

The Directors will not exercise the Repurchase Mandate to such an extent that would result in the amount of Shares held by the public being reduced to less than 25%.

7. SHARES REPURCHASES MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries has repurchased any of the Company's listed securities during the six months immediately prior to the Latest Practicable Date.

- 9 -

APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE AGM

The details of the Directors who will retire from office by rotation at the AGM and being eligible, would offer themselves for re-election at the AGM, are set out below:

Mr. CHEN Xiao Liang - Executive Director

Mr. CHEN Xiao Liang (陳校良) (''Mr. Chen''), aged 62, was appointed as an executive Director with effect from 12 March 2019 and was re-designated as Chairman with effect from 31 March 2020. He has over 20 years of extensive experience in the property investment and development industry. He was the Chairman of Merryearn (Holdings) Limited (香港廣銀集團 有限公司) from 1985 to 1995. He has been the Chairman of a number of corporations in mainland China, namely, Shenzhen Guangyin Building Industry Co., Limited* (深圳廣銀大廈 實業有限公司) since 1995; Shenzhen Hongta Industry Co., Limited* (深圳紅塔實業有限公司) since November 2002 (in which he has also been acting as a general manager); Shenzhen Hongding Asset Management Co., Limited* (深圳市紅鼎資產管理有限公司) since February 2010; and Shenzhen Hongding Property Development Co., Limited* (深圳市紅鼎房地產開發 有限公司) since June 2010.

Mr. Chen has signed a letter of appointment with the Company for a term of two years renewable automatically for successive terms of one year each thereafter, which may be terminated by serving 3 months' notice in advance by either party. Pursuant to the terms of his service contract with the Group, Mr. Chen will receive an emolument of HK$504,000 per year. Mr. Chen may also be entitled to receive any discretionary bonus from the Company each year. The terms of his emolument have been reviewed and recommended by the remuneration committee of the Company with reference to the prevailing market rate and his duties and responsibilities in the Group, and which terms were approved by the Board.

Save as disclosed above and as at the Latest Practicable Date, Mr. Chen (i) has not held other positions in the Group; (ii) does not have any relationship with any Director, senior management, substantial shareholder (as defined in the Listing Rules) or controlling shareholder (as defined in the Listing Rules) of the Company; and (iii) has not held any other directorships in listed public companies in the past three years.

As at the Latest Practicable Date, Mr. Chen did not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters concerning Mr. Chen that need to be brought to the attention of the Shareholders nor is there any information relating to Mr. Chen that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Ms. Li Li (李莉) - Non-executive Director

Ms. Li Li (李莉) (''Ms. Li''), aged 49, was appointed as a non-executive Director on 22 July 2015. Ms. Li is a Chairman of the board of directors of Masterwork Group Co., Ltd. (天津 長榮科技集團股份有限公司) (''Masterwork'' together with its subsidiaries, the ''Masterwork Group''), a company whose issued shares are listed on the Shenzhen Stock Exchange (Stock code: 300195). She is also an executive director of certain subsidiaries of the Masterwork Group Co., Ltd. and Tianjin Ming Xuan Investment Limited Company* (天津名軒投資有限公

- 10 -

APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE AGM

司). She has been appointed as a member of the supervisory board of Heidelberger Druckmaschinen Ag, a company listed on the Frankfurt stock exchange, since 25 July 2019. Ms. Li is qualified as a senior economist in the People's Republic of China. She has extensive management experience in printing and packaging companies.

Ms. Li has signed a letter of appointment with the Company for a term of three years, which may be terminated by serving three months' notice in advance by either party. Ms. Li will not receive any director fee or emolument from the Company. Her emolument has been reviewed and recommended by the Remuneration Committee with reference to the terms of the previous non-executive Director and which terms were approved by the Board.

Save as disclosed above and as at the Latest Practicable Date, Ms. Li (i) has not held other positions in the Group; (ii) does not have any relationship with any Director, senior management, substantial shareholder (as defined in the Listing Rules) or controlling shareholder (as defined in the Listing Rules) of the Company; and (iii) has not held any other directorships in listed public companies in the past three years.

As at the Latest Practicable Date, Ms. Li is deemed to be interested in 250,551,964 Shares within the meaning of Part XV of the SFO, representing approximately 15.98% of the issued share capital of the Company. Save as disclosed above and as at the Latest Practicable Date, Ms. Li did not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters concerning Ms. Li that need to be brought to the attention of the Shareholders nor is there any information relating to Ms. Li that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Mr. SIU Man Ho, Simon - Independent Non-executive Director

Mr. SIU Man Ho, Simon (蕭文豪) (''Mr. Siu''), aged 47, was appointed as an independent non-executive Director on 4 March 2009. Mr. Siu is the chairman of the Nomination Committee and a member of the Audit Committee and the Remuneration Committee of the Company. Mr. Siu is a practising solicitor of the High Court of Hong Kong. He obtained a Bachelor of Laws degree from the University of Hong Kong in 1996 and is a partner of a Hong Kong law firm, namely Sit, Fung, Kwong & Shum Solicitors. Mr. Siu is also a China Appointed Attesting Officer appointed by the Ministry of Justice of the PRC. His areas of practice include corporate finance, capital markets, securities, mergers and acquisitions, joint ventures and general commercial matters. Mr. Siu is also an independent non-executive director of Wai Yuen Tong Medicine Holdings Limited (stock code 897), Shuang Yun Holdings Limited (stock code 1706) and HKE Holdings Limited (stock code 1726), all of which are companies listed on the Main Board of the Stock Exchange. Moreover, he was appointed as the independent non-executive director of Weiye Holdings Limited (stock code 1570) in March 2016 and resigned from the position in December 2018. He also actively participates in charitable and social services in Hong Kong. He was previously appointed as the director of Hong Kong Pok Oi Hospital. He is acting as the legal adviser for United Hearts Youth Foundation and VQ Foundation as well as the school manager of The Association of

- 11 -

APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE AGM

Directors and Former Directors of Pok Oi Hospital Ltd. Leung Sing Tak College. He is also a member of the Committee of the Chinese People's Political Consultative Conference in Yangjiang City of Guangdong Province, the PRC.

Mr. Siu has renewed his appointment for a fixed term of three years commencing from 30 March 2021 and his annual director's fee is HK$145,000 which was determined by the Company with reference to the duties and level of responsibilities and the remuneration policy of the Company and the then prevailing market conditions.

Save as disclosed above and as at the Latest Practicable Date, Mr. Siu (i) has not held other positions in the Group; (ii) does not have any relationship with any Director, senior management, substantial shareholder (as defined in the Listing Rules) or controlling shareholder (as defined in the Listing Rules) of the Company; and (iii) has not held any other directorships in listed public companies in the past three years.

As at the Latest Practicable Date, Mr. Siu did not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters concerning Mr. Siu that need to be brought to the attention of the Shareholders nor is there any information relating to Mr. Siu that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

- 12 -

NOTICE OF AGM

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual 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 11 June 2021 at 11 a.m. to transact the following ordinary business:

1. to receive and adopt the audited consolidated financial statements and reports of the directors (the ''Directors'') and the auditors of the Company for the year ended 31 December 2020;
2. to approve the final dividend for the year ended 31 December 2020 of HK10 cents per share (each a ''Share'') of HK$0.005 in the capital of the Company;
3. (a) to re-elect Mr. Chen Xiao Liang as executive Director;
4. 1. to re-elect Ms. Li Li as non-executive Director;
   2. to re-elect Mr. Siu Man Ho, Simon as independent non-executive Director; and
   3. to authorise the board of Directors to fix the Directors' remuneration;
5. to re-appoint Deloitte Touche Tohmatsu as auditors of the Company and to authorise the board of Directors to fix its remuneration;

and, as special business and, if thought fit, passing the following resolutions as ordinary resolutions:

5. ''THAT:

1. subject to paragraph (c) below, pursuant to the Rules (the ''Listing Rules'') Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange''), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued Shares and to make or grant offers, agreements

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NOTICE OF AGM

and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

1. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
3. for the purposes of this resolution:
   ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the ''Companies Law'') or any other applicable law of the Cayman Islands to be held; and
   3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

''Rights Issue'' means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be

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NOTICE OF AGM

involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).''

6. ''THAT:

1. the exercise by the Directors during the Relevant Period of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the ''Securities and Futures Commission'') and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
2. the aggregate nominal amount of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as defined below) shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
3. for the purposes of this resolution, ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands or any other applicable law of the Cayman Islands to be held; and
   3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors of the Company by this resolution.''

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NOTICE OF AGM

7. ''THAT subject to the ordinary resolutions nos. 5 and 6 above being duly passed, the unconditional general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with unissued Shares pursuant to resolution no.5 above be and is hereby extended by the addition thereon of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company subsequent to the passing of this resolution, provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued Shares on the date of the passing of resolution no. 6.''

	By order of the Board
	Brilliant Circle Holdings International Limited
	Chen Xiao Liang
	Chairman
Hong Kong, 29 April 2021
Registered office:	Head office and principal place of
Cricket Square	business in Hong Kong:
Hutchins Drive	Room 1201A, 12/F
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 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 determining the entitlement to attend and vote at the annual general meeting, the register of members of the Company will be closed from 7 June 2021 to 11 June 2021 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the annual general meeting, 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 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on 4 June 2021.
4. The Board has recommended the payment of a final dividend for the year ended 31 December 2020 of HK10 cents per Share and, if such dividend is approved by the members passing resolution no. 2, it is expected to be paid on or about 5 July 2021 to those shareholders whose names appeared on the Company's register of members on 25 June 2021.
5. For ascertaining shareholders' entitlement to receive the proposed final dividend, the register of members of the Company will be closed from 22 June 2021 to 25 June 2021 (both days inclusive) during which period no transfers of shares will be registered. In order to be eligible to receive the proposed final dividend, all transfer

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NOTICE OF AGM

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, not later than 4:30 p.m. on 21 June 2021.

1. In relation to proposed resolutions nos. 5 and 7 above, approvals are being sought from the shareholders of the Company for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the Listing Rules. The Directors have no immediate plans to issue any Shares other than the Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme as may be approved by shareholders of the Company.
2. In relation to proposed resolution no. 6 above, the Directors wish to state that they shall exercise the powers conferred thereby to repurchase shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the circular of the Company dated 29 April 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 Ms. Zheng Jinghui, 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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