NOTICE OF ANNUAL GENERAL MEETING AND RE-ELECTION OF DIRECTORS

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a 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 in Brilliance Worldwide Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. (Incorporated in the Cayman Islands with limited liability) (Stock code: 8312) * NOTICE OF ANNUAL GENERAL MEETING AND RE-ELECTION OF DIRECTORS A notice convening an annual general meeting of Brilliance Worldwide Holdings Limited (the Company ) to be held at the conference room of Flat 16, 1/F., Wah Yiu Industrial Centre, Au Pui Wan Street, Fotan, New Territories, Hong Kong on Thursday, 31 March 2016 at 10:00 a.m. is set out on pages 1 to 2 of this circular which was despatched to shareholders of the Company on 12 February Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time of the meeting to the Company s branch share registrar in Hong Kong, Union Registrars Limited, at A18/F, Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish. This circular will remain on the Latest Company Announcement page of the GEM website at for at least 7 days from the date of its posting and on the web-site of the Company at * for identification purposes only 12 February 2016

2 CHARACTERISTICS OF GEM GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM. i

3 CONTENTS Pages Notice of Annual General Meeting... 1 Responsibility Statement... 3 Letter from the Board Introduction... 4 Re-election of directors... 5 Recommendation... 6 Closure of register of members... 6 Document available for inspection... 6 General Information... 7 ii

4 NOTICE OF ANNUAL GENERAL MEETING * (Incorporated in the Cayman Islands with limited liability) (Stock code: 8312) NOTICE IS HEREBY GIVEN that the Annual General Meeting of Brilliance Worldwide Holdings Limited (the Company ) will be held at the conference room of Flat 16, 1/F, Wah Yiu Industrial Centre, Au Pui Wan Street, Fotan, New Territories, Hong Kong on Thursday, 31 March 2016 at 10:00 a.m. for the following purposes: 1. To receive and consider the audited consolidated financial statements and the reports of the directors and of the auditors of the Company for the year ended 30 September 2015; 2. (a) To re-elect Mr. Ko Chun Hay Kelvin as an executive director; (b) (c) (d) To re-elect Mr. Li Xiao Dong as an independent non-executive director; To re-elect Mr. Zhang Qing as an independent non-executive director; To authorise the Board of Directors to fix their remuneration; 3. To re-appoint the Company s auditors and to authorise the Board of Directors to fix their remuneration. ByOrderoftheBoardofDirectors Brilliance Worldwide Holdings Limited Ko Chun Hay Kelvin Chairman Hong Kong, 12 February 2016 Notes: 1. Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company. 2. To be valid, the instrument appointing a proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company s branch share registrar in Hong Kong, Union Registrars Limited, at A18/F, Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the above meeting. * for identification purposes only 1

5 NOTICE OF ANNUAL GENERAL MEETING 3. The Register of Members of the Company will be closed from Tuesday, 29 March 2016 to Thursday, 31 March 2016, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for attending the forthcoming Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company s Hong Kong branch share registrar and transfer office, Union Registrars Limited, at A18/F, Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong for registration not later than 4:00 p.m. on Thursday, 24 March Under the Company s Articles, Mr. Ko Chun Hay Kelvin, Mr. Li Xiao Dong and Mr. Zhang Qing will retire from their office of Directors upon conclusion of the annual general meeting. The said Directors being eligible offer themselves for reelection. 5. If Typhoon Signal No. 8 or above, or a black rainstorm warning is in effect any time after 7:00 a.m. on the date of the annual general meeting, the meeting will be postponed. The Company will post an announcement on the websites of the Company at and the Stock Exchange at to notify Shareholders of the date, time and place of the rescheduled meeting. 2

6 RESPONSIBILITY STATEMENT This circular includes particulars given in compliance with the GEM Listing Rules for the purpose ofgivinginformationwithregardtothecompanyandits subsidiaries. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading; and all opinions expressed in this document have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable. 3

7 LETTER FROM THE BOARD * (Incorporated in the Cayman Islands with limited liability) (Stock code: 8312) Executive Directors: Mr.KoChunHayKelvin(Chairman & CEO) Madam Lam Mei Nar Miller Independent Non-Executive Directors: Mr. Li Kar Fai Peter Mr. Zhang Qing Mr. Li Xiao Dong Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY Cayman Islands Principal place of business in Hong Kong: Flat 16, 1st Floor Wah Yiu Industrial Centre Au Pui Wan Street Fotan, New Territories Hong Kong 12 February 2016 To the Shareholders Dear Sir or Madam, RE-ELECTION OF DIRECTORS INTRODUCTION The purpose of this circular is to give you information regarding the ordinary resolutions of re-election of directors and to seek your approval of the resolutions in relation thereto to be proposed at the Annual General Meeting. Under the GEM Listing Rules, the Company is required to provide you with information reasonably necessary to enable you to make an informed decision as to whether to vote for or against the resolutions to be proposed at the Annual General Meeting. This circular is prepared for such purpose. * for identification purposes only 4

8 LETTER FROM THE BOARD RE-ELECTION OF DIRECTORS At the Annual General Meeting, Mr. Ko Chun Hay Kelvin, Mr. Li Xiao Dong and Mr. Zhang Qing will retire from office by rotation in accordance with article 108(A) of the Company s articles of association and will offer themselves for re-election to serve for another term. Details of the Directors proposed to be re-elected at the Annual General Meeting are set out below: Mr.KoChunHay,KelvinMsc,FCPA, ACMA, aged 52, is the chairman, chief executive officer and an executive director of the Company and the Group. He is also the compliance officer of the Company. He is responsible for managing and ensuring that the board of director of the Group functions effectively and takes up the responsibilities imposed on a company chairman by the Code on Corporate Governance Practices of the GEM Listing Rules. He is also responsible for overall corporate and business development and formulating and monitoring the strategic plan for the Group. He holds a master degree of science in finance from the City University of Hong Kong. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and an associate member of the Chartered Institute of Management Accountants. He has over 30 years experience in finance, audit, taxation and management spanning a diverse range of businesses from manufacturing to property development group. He is the husband of Madam Lam Mei Nar, Miller, an executive director of the Company. Mr. Ko is the major shareholder of the Group, through the shareholding interest in Magic Ahead Investments Limited, the ultimate holding company of the Company. As at the latest practicable date, Magic Ahead Investments Limited has directly held about 519,000,000 shares, being 75% of the Company s issued share capital. Mr. Ko has a service contract signed with the Company on 3 November His director s emolument is HK$360,000 per annum. The basis of determining Mr. Ko said emolument is by reference to the market benchmark of emoluments for listed GEM companies. In relation to the re-election of Mr. Ko as an executive director of the Group, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under rule 17.50(2) and in particular, rule 17.50(2) (h) to (v), of the GEM Listing Rules and there is no other matter which needs to be brought to the attention of the shareholders of the Company. Mr. Li Xiao Dong, MBA, BA, aged 47, was appointed as an independent non-executive director on 3 November He is currently the audit manager of Huafeng Microline (Huizhou) Circuits Ltd and is in charge of internal audit department directly reporting to the Board of directors. He holds a bachelor degree in finance from Hunan University in the PRC and a master degree of business administration from New York Institute of Technology, US. He worked for a number of multinational companies and listed companies in Hong Kong and has over 20 years of experience in internal audit, financial management and corporate governance. He is a member of the Certified Internal Auditor of the PRC. Mr. Li has a service contract with the Company and the director s emolument specified in his service contract is HK$18,000 per annum. The basis of determining Mr. Li said emolument is by reference to the market benchmark of emoluments for listed GEM Companies. 5

9 LETTER FROM THE BOARD In relation to the re-election of Mr. Li as an independent non-executive director of the Company, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under rule 17.50(2) and in particular, rule 17.50(2)(h) to (v), of the GEM Listing Rules and there is no other matter which needs to be brought to the attention of the shareholders of the Company. Mr. Zhang Qing, BA, CICPA, aged 47, was appointed as an independent non-executive director on 3 November He is the financial controller of Carlsberg Group, a multinational brewery company with its manufacturing operations in the PRC and he is in charge of the financial management of the divisions in Yunnan Province. He holds a bachelor degree in industrial enterprise management from Jiangxi Radio and Television University, the PRC and is a member of The Chinese Institute of Certified Public Accountants and a certified accountant conferred by the Ministry of Finance, the PRC. He has over 20 years of experience in accounting and financial management with industrial and electronics companies based in the PRC. Mr. Zhang has a service contract with the Company and the director s emolument specified in his service contract is HK$18,000 per annum. The basis of determining his said emolument is by reference to the market benchmark of emoluments for listed GEM Companies. In relation to the re-election of Mr. Zhang as an independent non-executive director of the Company, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under rule 17.50(2) and in particular, rule 17.50(2)(h) to (v), of the GEM Listing Rules, and there is no other matter which needs to be brought to the attention of the shareholders of the Company. RECOMMENDATION The ordinary resolutions in relation to the re-election of directors are proposed for purpose of complying with the Articles of the Company. Accordingly, the Directors recommend Shareholders to vote in favor of the ordinary resolutions. CLOSURE OF REGISTER OF MEMBERS The register of members of the Company will be closed from Tuesday, 29 March 2016 to Thursday, 31 March 2016, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for attending the forthcoming Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company s Hong Kong branch share registrar and transfer office, Union Registrars Limited, at A18/F, Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong for registration not later than 4:00 p.m. on Thursday, 24 March DOCUMENT AVAILABLE FOR INSPECTION Copies of the memorandum of the Company and the Articles will be available for inspection at the head office and principal place of business in Hong Kong of the Company at Flat 16, 1/F., Wah Yiu Industrial Building, Au Pui Wan Street, Fotan, New Territories, Hong Kong during normal business hours on any business day from the date hereof up to and including the date of the Annual General Meeting. 6

10 LETTER FROM THE BOARD GENERAL INFORMATION All the resolutions proposed to be approved at the Annual General Meeting will be taken by poll and an announcement on the results will be made by the Company after the Annual General Meeting. To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the Annual General Meeting. Yours faithfully, For and on behalf of the Board of Directors of Brilliance Worldwide Holdings Limited KO CHUN HAY KELVIN Chairman 7