Bright Smart Securities & Commodities Group Limited — AGM Information 2016

Jul 5, 2016

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 obtain independent professional advice or 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 in Bright Smart Securities & Commodities Group Limited you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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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BRIGHT SMART SECURITIES & COMMODITIES GROUP LIMITED 耀才證券金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1428)

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, FINAL DIVIDEND, RE-ELECTION OF DIRECTORS,

AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting (“AGM”) of Bright Smart Securities & Commodities Group Limited (the “Company”) to be held at Plaza 3 – 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Monday, 8 August 2016 at 10:00 a.m. is set out in the Notice of AGM in this circular. A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to 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 as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM if you so wish.

6 July 2016

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I − Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II − Biographical Details of the Retiring Directors Standing
for Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Accompanying Document −Form of Proxy

– i –

DEFINITIONS

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

“Annual General Meeting” or	means	the annual general meeting of the Company to
“AGM”		be held at Plaza 3 – 4, Lower Lobby, Novotel
		Century Hong Kong, 238 Jaffe Road, Wanchai,
		Hong Kong on Monday, 8 August 2016 at 10:00
		a.m.;
“AGM Notice”	means	the notice convening the AGM set out on pages
		13 to 16 of this circular;
“Articles of Association”	means	the amended and restated articles of association
		of the Company adopted by a special resolution
		passed on 4 August 2010 and became effective
		upon listing on the Stock Exchange, as amended
		from time to time;
“Board” or	means	the board of Directors of the Company;
“Board of Directors”
“CEO”	means	chief executive officer of the Company;
“Committee(s)”	means	the committee(s) established by the Board of
		Directors from time to time;
“Company”	means	Bright Smart Securities & Commodities Group
		Limited, a company incorporated in the
		Cayman Islands with limited liability and the
		Shares of which are listed on the Stock
		Exchange;
“Director(s)”	means	the director(s) of the Company;
“Group”	means	the Company and its subsidiaries;
“Hong Kong”	means	the Hong Kong Special Administrative Region
		of the PRC;
“HK$”	means	Hong Kong dollars, the lawful currency of
		Hong Kong;
“Latest Practicable Date” or	means	28 June 2016, being the latest practicable date
“LPD”		prior to the printing of this circular for
		ascertaining certain information contained
		herein;

– 1 –

DEFINITIONS

“Listing Rules”	means	the Rules Governing the Listing of Securities on
		the Stock Exchange;
“PRC”	means	The People’s Republic of China;
“Repurchase Mandate”	means	the general and unconditional mandate to
		repurchase shares in the capital of the Company
		up to 10% of the aggregate nominal amount of
		the issued and fully paid up share capital of the
		Company as at the date of passing of the
		resolution;
“Repurchase Resolution”	means	the proposed ordinary resolution as referred to
		in resolution no. 5(B) of the AGM Notice;
“SFC”	means	the Securities and Futures Commission of Hong
		Kong;
“SFO”	means	the Securities and Futures Ordinance (Chapter
		571 of the Laws of Hong Kong);
“Share(s)”	means	the ordinary share(s) of HK$0.30 each in the
		capital of the Company;
“Shareholder(s)”	means	holder(s) of Share(s);
“Share Option(s)”	means	the share options granted pursuant to the Share
		Option Scheme;
“Share Option Scheme”	means	the share option scheme of the Company
		adopted on 4 August 2010;
“Stock Exchange”	means	the Stock Exchange of Hong Kong Limited;
“Takeovers Code”	means	the Hong Kong Code on Takeovers and
		Mergers; and
“%”	means	per cent.

– 2 –

LETTER FROM THE BOARD

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BRIGHT SMART SECURITIES & COMMODITIES GROUP LIMITED 耀才證券金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1428)

Board of Directors: Executive Directors: Mr. Yip Mow Lum (Chairman) Mr. Hui Yik Bun (CEO) Mr. Kwok Sze Chi Mr. Chan Wing Shing, Wilson

Registered Office: Floor 4, Willow House Cricket Square P.O. Box 2804 Grand Cayman KY1-1112 Cayman Islands

Independent Non-executive Directors: Mr. Yu Yun Kong Mr. Szeto Wai Sun Mr. Ling Kwok Fai, Joseph

Head Office and Principal Place of Business: 10th Floor and 27th Floor Wing On House 71 Des Voeux Road Central Central, Hong Kong

6 July 2016

Dear Shareholders,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, FINAL DIVIDEND, RE-ELECTION OF DIRECTORS, AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM regarding the (i) granting to the Board of Directors a general mandate to issue additional Shares; (ii) granting to the Board of Directors a general mandate for repurchasing Shares; (iii) extending the general mandate to issue additional Shares by adding the number of shares to be repurchased under the general mandate for repurchasing Shares; (iv) payment of final dividend; and (v) re-election of Directors.

– 3 –

LETTER FROM THE BOARD

GENERAL ISSUE MANDATE TO ISSUE ADDITIONAL SHARES

An ordinary resolution will be proposed at the AGM for the purpose of renewing the existing share issue mandate granted to the Board of Directors to allot, issue and otherwise deal with the Shares. The existing share issue mandate will expire at the conclusion of the AGM. The share issue mandate is subject to a limit equal to 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing the resolution.

Subject to the passing of the relevant ordinary resolution and on the basis that no further shares are issued or repurchased prior to the AGM, the Company will be allowed under the issue mandate to issue a maximum of 339,355,261 shares. The granting will ensure flexibility and discretion to the Board of Directors in the event it becomes desirable to issue any shares of the Company.

GENERAL MANDATE FOR REPURCHASE OF SHARES

The repurchase resolution will be proposed for the purpose of renewing the existing Repurchase Mandate granted to the Board of Directors to repurchase Shares. The existing Repurchase Mandate will expire at the conclusion of the AGM. The Repurchase Mandate is subject to a limit equal to 10% of the issued and fully paid up share capital of the Company as at the date of passing the resolution. An explanatory statement to the Repurchase Mandate is set out in Appendix I to this circular.

GENERAL MANDATE TO EXTEND TO ISSUE SHARES

Subject to the passing at the AGM of the proposed resolutions regarding the share issue mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the AGM to approve the extension of the 20% share issue mandate by adding to the share issue mandate the number of shares that may be repurchased under the Repurchase Mandate.

Shareholders are referred to the AGM notice herein for details of the resolutions. With reference to these resolutions, the Board of Directors wishes to state that it has no immediate plans to repurchase any shares or to issue any new shares pursuant to the relevant mandates.

RE-ELECTION OF DIRECTORS

By virtue of Article 108 of the Articles of Association, two Directors, namely, Mr. Kwok Sze Chi, and Mr. Ling Kwok Fai, Joseph shall hold office only until the AGM and shall then be eligible, offer themselves for re-election at the AGM.

– 4 –

LETTER FROM THE BOARD

By virtue of Article 112 of the Articles of Association, the Board shall have the power from time to time and at any time to appoint any person as a Director. Any Director so appointed by the Board shall hold office only until the first general meeting of the Company and shall then be eligible for re-election at the meeting. Mr. Hui Yik Bun was appointed by the Board as an executive Director of the Company with effect from 5 October 2015 and is required to comply with the Article 112 of the Articles of Association.

The particulars of these Directors which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

A notice convening the AGM to be held on Monday, 8 August 2016 is set out on pages 13 to 16 of this circular.

PROXY ARRANGEMENT

A form of proxy for use at the AGM is enclosed with this circular. To be valid, the form of proxy must be completed and deposited in accordance with the instructions printed thereon with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM.

VOTING BY POLL

According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where 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.

An announcement will be published by the Company on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.bsgroup.com.hk) as soon as possible after the conclusion of the AGM to inform the Shareholders of the voting results of the AGM.

FINAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS

The Board has recommended a final dividend of 5.70 HK cents per Share subject to Shareholders’ approval at the AGM.

The register of members of the Company will be closed, for the purpose of determining shareholders’ entitlement to attend and vote at the AGM, from Thursday, 4 August 2016 to Monday, 8 August 2016 (both days inclusive), during which period no transfer of Shares will be registered. In order to attend and vote at the AGM, Shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are 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 Wednesday, 3 August 2016.

– 5 –

LETTER FROM THE BOARD

The register of members of the Company will be closed, for the purpose of determining shareholders’ entitlement to the proposed final dividend, from Monday, 15 August 2016 to Wednesday, 17 August 2016 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for the proposed final dividend, Shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are 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 Friday, 12 August 2016.

RECOMMENDATION

There is no Shareholder who is required to abstain from voting in respect of any of the resolutions to be proposed at the AGM.

The Board of Directors considers that the proposals for share issue mandate, Repurchase Mandate, the extension of share issue mandate, payment of final dividend and the re-election of Directors, among others, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board of Directors recommends that all the Shareholders should vote in favour of these resolutions as set out in the AGM notice to be proposed at the AGM.

Yours faithfully,

For and on behalf of the Board

Bright Smart Securities & Commodities Group Limited Hui Yik Bun

Executive Director & Chief Executive Officer

– 6 –

APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide you with the information necessary for your consideration of the Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,696,776,308 Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares would be issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 169,677,630 Shares (representing 10% of the issued share capital of the Company as at the Latest Practicable Date).

REASONS FOR REPURCHASES

Although the Board of Directors has no present intention of repurchasing any Shares, it believes that the flexibility afforded by the repurchase proposal would be beneficial to the Company and its Shareholders as a whole. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share of the Company and will only be made when the Board of Directors believes that such repurchase will benefit the Company and its Shareholders as a whole.

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association and the laws of the Cayman Islands.

The Board of Directors proposes that such repurchases of Shares would be appropriately financed by the Company’s internal resources and/or available banking facilities. There might be material adverse impact on the working capital or gearing position of the Company in the event that the repurchase proposal was to be carried out in full at any time during the proposed repurchase period as compared with the position as disclosed in the latest published audited financial statements of the Company for the year ended 31 March 2016. However, the Board of Directors does not propose to exercise the repurchase proposal to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing ratios which in the opinion of the Board of Directors is from time to time appropriate for the Company.

– 7 –

APPENDIX I

EXPLANATORY STATEMENT

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months and up to the Latest Practicable Date were as follows:

	Price per Share
Month	Highest	Lowest
	HK$	HK$
2015
June	4.44	3.36
July	3.79	1.70
August	2.95	1.77
September	2.35	1.85
October	2.74	2.18
November	2.87	2.38
December	2.71	2.19
2016
January	2.40	1.91
February	2.09	1.82
March	2.35	1.87
April	2.38	2.08
May	2.31	2.06
June (made up to the Latest Practicable Date)	2.31	2.07

UNDERTAKING

The Board of Directors has undertaken to the Stock Exchange that, so far as the same may be applicable, it will exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands and in accordance with the regulations set out in the Memorandum and Articles of Association of the Company.

None of the Directors and, to the best of their knowledge having made all reasonable inquiries, their associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company under the Repurchase Mandate is granted by the Shareholders.

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company nor have they undertaken not to sell any Shares to the Company in the event that the Repurchase Mandate is granted by the Shareholders.

– 8 –

APPENDIX I

EXPLANATORY STATEMENT

EFFECT OF THE TAKEOVERS CODE

If, as a result of a share repurchase a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning of the Takeovers Code) depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Board of Directors, Mr. Yip Mow Lum was interested in 1,134,410,280 Shares (234,410,280 Shares were held personally by him and 900,000,000 Shares were held by New Charming Holdings Limited, a company wholly owned by him), representing approximately 66.86% of the issued share capital of the Company.

Assuming no issue of Shares and repurchase of Shares between the Latest Practicable Date and the AGM, and given the Repurchase Mandate been approved by the Shareholders, in the event that the Repurchase Mandate is exercised in full, the controlling interest of Mr. Yip will be increased from 66.86% to 74.29%. In the opinion of the Board of Directors, such increase may not give rise to an obligation for Mr. Yip to make a mandatory offer under Rule 26 of the Takeovers Code. The Board of Directors does not have any intention for the Company to exercise its power to repurchase the Shares to the extent that will result in the public float of the Company falling below 25%.

SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of the Shares had been made by the Company (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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APPENDIX II BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

To enable Shareholders to make an informed decision on the re-election of the retiring Directors who offer themselves for re-election at the AGM, we set out below the biographical details and attendance records at Board and Committee meetings (if any) of such retiring Directors for Shareholders’ information.

1. Mr. HUI Yik Bun (“Mr. Hui”), Executive Director & Chief Executive Officer

Aged 42, is an Executive Director and a Chief Executive Officer of the Company. He is responsible for overall business development, operations and management of the Group. He is also a member of the Risk Management Committee and directors of certain subsidiaries of the Group. He has over 20 years of experience in securities and futures businesses, and has worked in a number of securities firms. Mr. Hui has expertise in brokerage operations, sales management and market operations of securities and futures businesses, particularly with over 10 years of experience in frontline branch management. Mr. Hui is also a responsible officer recognized by the Securities and Futures Commission for engaging in the Type 1 (dealing in securities) and Type 2 (dealing in futures contracts) regulated activities.

Mr. Hui entered into a service agreement with the Company for an initial term of three years commencing from 5 October 2015, which is automatically renewable for successive terms of one year each, which may be terminated by either party furnishing a prior written notice of not less than three months and in any event Mr. Hui shall be subject to rotation, retirement and re-election at annual general meetings pursuant to the Articles of Association. His remuneration is HK$1,260,000 per annum, with a performance bonus at the absolute discretion of the Company. His remuneration was determined by the Board on recommendation of the Remuneration Committee of the Company and by reference to his duties, responsibilities and experience, as well as the Company’s remuneration policy and prevailing market situation.

Save as disclosed herein, Mr. Hui did not hold any directorship in any public companies listed in or outside Hong Kong in the past three years. He does not have any relationships with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Hui was interested in 600,000 Shares representing approximately 0.04% of the issued share capital of the Company, and 500,000 options under the Share Option Scheme (each option shall entitle him to subscribe for one Share) at an exercise price of HK$3.85 each, which are exercisable from 23 June 2015 to 22 June 2018. Save as disclosed above, he does not have any other interest in the Shares, underlying Shares or debentures of the Company within the meaning of Part XV of the SFO. Mr. Hui has not been involved in any of the matters referred to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that needs to be brought to the attention of the Shareholders.

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APPENDIX II

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

2. Mr. KWOK Sze Chi (“Mr. Kwok”), Executive Director

Aged 61, celebrity stock commentator, an Executive Director of the Company and the Marketing Director of the Group and the chief program consultant for “Bright Smart Financial Channel” since 2010 with responsibilities for the arrangement and management of the programs on the whole channel, the management of analysts team as well as the marketing and business development. Mr. Kwok has over 30 years’ experience in securities and futures businesses and has expertise in corporate management, marketing strategy and securities analysis. Mr. Kwok is also a director of Bright Smart Asset Management Limited and Bright Smart Finance Online Channel Limited, an independent non-executive director of Victory City International Holdings Limited (Stock Code: 539), a company listed on the Main Board of The Hong Kong Stock Exchange, and has been a director of The Institute of Securities Dealers Limited and a vice chairman of The Hong Kong Institute of Financial Analysts and Professional Commentators Limited since 2001 and 2004 respectively. Prior to joining the Group, Mr. Kwok held senior positions in Peace Town Securities Limited and Cheerful Securities Limited. He is a responsible officer recognized by the SFC for engaging in the Type 1 (dealing in securities), Type 4 (advising on securities), Type 7 (providing automated trading services) and Type 9 (asset management) regulated activities. He is also a licensed representative recognized by the SFC for engaging in the Type 2 (dealing in futures contracts) regulated activity.

Mr. Kwok has entered into a service agreement with the Company for an initial term of three years commencing from 25 August 2010, which is automatically renewable for successive terms of one year each, which may be terminated by either party furnishing a prior written notice of not less than 12 months and in any event Mr. Kwok shall be subject to rotation, retirement and re-election at annual general meetings pursuant to the Articles of Association. His remuneration is HK$1,764,000 per annum, with a performance bonus at the absolute discretion of the Company. His remuneration was determined by the Board on recommendation of the Remuneration Committee of the Company and by reference to his duties, responsibilities and experience, as well as the Company’s remuneration policy and prevailing market situation.

Save as disclosed herein, Mr. Kwok did not hold any directorship in any public companies listed in or outside Hong Kong in past three years. He does not have any relationships with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Kwok was interested in 500,000 Shares representing approximately 0.03% of the issued share capital of the Company, and 500,000 options under the Share Option Scheme (each option shall entitle him to subscribe for one Share) at an exercise price of HK$3.85 each, which are exercisable from 23 June 2015 to 22 June 2018. Save as disclosed above, he does not have any other interest in the Shares, underlying Shares or debentures of the Company within the meaning of Part XV of the SFO. Mr. Kwok has not been involved in any of the matters referred to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that needs to be brought to the attention of the Shareholders.

– 11 –

APPENDIX II

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

3. Mr. LING Kwok Fai, Joseph, (“Mr. Ling”) Independent Non-executive Director

Aged 60, is an Independent Non-executive Director, a member of the Audit Committee, the Nomination Committee, the Remuneration Committee and Risk Management Committee of the Company. Mr. Ling has over 19 years’ experience in accounting, finance and administration and has been a director and the company secretary of a charitable organisation since 2004. Mr. Ling joined Midland Realty (Holdings) Limited in 1990 and was an executive director when he left the company in 1997. Prior to that, he was a controller of Hong Kong Telephone Company Limited and has also worked at Chase Manhattan Bank and the First National Bank of Boston in accounting field. Mr. Ling is an associate member of the Institute of Chartered Secretaries and Administrators and the Hong Kong Institute of Company Secretaries.

Mr. Ling renewed his service agreement with the Company for a term of one year with effect from 25 August 2013, which will automatically be renewable for one successive year, and will continue thereafter unless and until terminated by either party by giving the other party a three months’ prior notice in writing. In any event, Mr. Ling shall be subject to rotation, retirement and re-election at annual general meetings pursuant to the Articles of Association. His remuneration is HK$152,460 per annum, which was determined by the Board on recommendation of the Remuneration Committee of the Company and by reference to his duties, responsibilities and experience, as well as the Company’s remuneration policy and prevailing market situation.

Save as disclosed herein, Mr. Ling did not hold any directorship in any public companies listed in or outside Hong Kong in the past three years. He does not have any relationships with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Ling was interested in 210,700 Shares representing approximately 0.01% of the issued share capital of the Company, and 100,000 options under the Share Option Scheme (each option shall entitle him to subscribe for one Share) at an exercise price of HK$3.85 each, which are exercisable from 23 June 2015 to 22 June 2018. Save as disclosed above, he does not have any other interest in the Shares, underlying Shares or debentures of the Company within the meaning of Part XV of the SFO. Mr. Ling has not been involved in any of the matters referred to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that needs to be brought to the attention of the Shareholders.

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

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BRIGHT SMART SECURITIES & COMMODITIES GROUP LIMITED 耀才證券金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1428)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Bright Smart Securities & Commodities Group Limited (the “Company”) will be held at Plaza 3 – 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Monday, 8 August 2016 at 10:00 a.m. for the purposes of transacting the following business:

AS ORDINARY BUSINESS

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries, the directors’ report and the independent auditor’s report for the year ended 31 March 2016.

2. To declare a final dividend of 5.70 HK cents per share for the year ended 31 March 2016.

3. To re-elect retiring Directors and authorize the Board of Directors to fix the Directors’ remuneration.

4. To re-appoint KPMG as the auditor of the Company and authorize the Board of Directors to fix their remuneration.

AS SPECIAL BUSINESS

To consider and, if thought fit, pass the following resolutions, with or without amendments, as Ordinary Resolutions:

1. (A) “ THAT :

2. (a) subject to paragraph (c) of this Resolution, the exercise by the Board of Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to issue, allot and deal with additional shares in the Company, and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and any securities which carry rights to subscribe for or are convertible into shares in the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) of this Resolution shall authorise the Board of Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and any securities which carry rights to subscribe for or are convertible into shares in the Company) which would or might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Board of Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any of the warrants or securities which are convertible into shares of the Company; or (iii) an issue of shares in the Company as scrip dividends pursuant to the Articles of Association of the Company from time to time; or (iv) an issue of shares in the Company under any option scheme or similar arrangement for the grant or issue to employees of the Company and/or any of its subsidiaries of shares in the Company or rights to acquire shares in the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or

• (iii) the revocation or variation of the authority given under this Resolution 5(A) by an ordinary resolution of the shareholders of the Company in general meeting; and

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of shares in the Company, open for a period fixed by the Board of Directors to the holders of shares, whose names appear on the Register of Members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Board of 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 any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

(B) “ THAT :

• (a) subject to paragraph (b) of this Resolution, the exercise by the Board of Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase shares of HK$0.30 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the shares of the Company to be purchased by the Company pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

• (c) for the purposes of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next Annual General Meeting of the Company;

• (ii) the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held; or

• (iii) the revocation or variation of the authority given under this Resolution 5(B) by an ordinary resolution of the shareholders of the Company in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

• (C) “ THAT subject to the passing of the Ordinary Resolutions Nos. 5(A) and 5(B) in the Notice convening this Annual General Meeting, the general mandate granted to the Board of Directors and for the time being in force to exercise the powers of the Company to allot shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby extended by addition thereto of an amount representing the aggregate nominal amount of shares in the share capital of the Company which has been purchased by the Company since the granting of such general mandate pursuant to the exercise by the Board of Directors of the powers of the Company to purchase such shares, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this Resolution.”

By order of the Board Bright Smart Securities & Commodities Group Limited Hui Yik Bun Executive Director & Chief Executive Officer

Hong Kong, 6 July 2016

Notes:

1. All resolutions put to Shareholders at the Annual General Meeting will be voted by poll.

2. Any member entitled to attend and vote at the Annual General Meeting (or at any adjournment thereof) is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company, but must attend the meeting in person in order to represent the member.

3. In order to be valid, the form of proxy and the power of attorney (if any), under which it is signed or a notarially certified copy thereof, must be lodged at 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 less than 48 hours before the time appointed for holding the above meeting or any adjournment thereof.

4. The register of members of the Company will be closed, for the purpose of determining shareholders’ entitlement to attend and vote at the Annual General Meeting, from Thursday, 4 August 2016 to Monday, 8 August 2016 (both days inclusive), during which period no transfer of shares will be registered. In order to attend and vote at the Annual General Meeting, shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are 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 Wednesday, 3 August 2016.

5. The register of members of the Company will be closed, for the purpose of determining shareholders’ entitlement to the proposed final dividend, from Monday, 15 August 2016 to Wednesday, 17 August 2016 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are 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 Friday, 12 August 2016.

As at the date of this notice, the Board comprises Messrs. Yip Mow Lum (Chairman), Hui Yik Bun (Chief Executive Officer), Kwok Sze Chi, Chan Wing Shing, Wilson, Yu Yun Kong, Szeto Wai Sun and Ling Kwok Fai, Joseph*.

• Independent Non-executive Director

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