Bright Smart Securities & Commodities Group Limited

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares. The information contained in this announcement is not for distribution, directly or indirectly, in or into the United States, nor is this announcement an offer of Shares for sale in the United States. The Shares have not been and will not be registered under the United States Securities Act of 1933 as amended (the “U.S. Securities Act”) and may not be offered or sold except in an offshore transaction in accordance with Regulation S under the U.S. Securities Act. There will not and is not currently intended to be any public offering of the Shares in the United States.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, 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 announcement.

耀才證券金融集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1428)

PARTIAL EXERCISE OF OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option referred to in the Prospectus was partially exercised by BOCOM International Securities, the Stabilisation Manager, on behalf of the Placing Underwriters on Thursday, 16 September 2010 in respect of an aggregate of 12,882,000 Shares, representing approximately 7.7% of the Offer Shares initially available under the Share Offer.

The 12,882,000 Over-allotment Shares will be allotted and issued by the Company at HK$1.60 per Share, which is the same as the Offer Price under the Share Offer, plus brokerage of 1%, SFC transaction levy of 0.004% and the Stock Exchange trading fee of 0.005%.

Reference is made to the prospectus of Bright Smart Securities & Commodities Group Limited (the “Company” ) dated 12 August 2010 (the “Prospectus” ). Unless otherwise specified, capitalised terms used in this announcement shall have the same meanings as those defined in the Prospectus.

The Company announces that the Over-allotment Option referred to in the Prospectus was partially exercised by BOCOM International Securities, the Stabilisation Manager, on behalf of the Placing Underwriters on Thursday, 16 September 2010 in respect of an aggregate of 12,882,000 Shares (the “ Over-allotment Shares ” ), representing approximately 7.7% of the Offer Shares initially available under the Share Offer.

The Over-allotment Shares will be used to cover over-allocations in the Placing. Immediately after the allotment and issue by the Company of the Over-allotment Shares, approximately 26.4% of the issued share capital of the Company is held by the public.

Listing of and permission to deal in the Over-allotment Shares have already been granted by the Listing Committee of the Stock Exchange. Dealings in the Over-allotment Shares issued by the Company are expected to commence on the Main Board of the Stock Exchange at 9:30 a.m. on Monday, 20 September 2010.

The shareholding structure of the Company immediately before and after the allotment and issue by the Company of the Over-allotment Shares are as follows:

Name of shareholderNew Charming (Note)BOCOM InternationalHoldingsPbli Shhld	Immediately beforethe issue of theOver-allotment SharesNumber ofSharesApproximate% of theCompany’sissued sharecapital450,000,00067.5%50,000,0007.5%166800000250%	Immediately beforethe issue of theOver-allotment SharesNumber ofSharesApproximate% of theCompany’sissued sharecapital450,000,00067.5%50,000,0007.5%166800000250%	Immediately afterthe issue of theOver-allotment Shares	Immediately afterthe issue of theOver-allotment Shares
	Number ofShares450,000,00050,000,000166800000		Number ofShares450,000,00050,000,000179682000	Approximate% of theCompany’sissued sharecapital66.2%7.4%264%
uc areoersTotal number of Shares	,,666,800,000	.100.0%	,,679,682,000	.
				100.0%

Note:

Mr. Yip, the chairman and an executive Director, is the sole beneficial owner of New Charming and hence is deemed to be interested in all the Shares held by New Charming.

As the aggregate gross proceeds (excluding any brokerage, Stock Exchange trading fee and SFC transaction levy) raised as a result of the Share Offer and the partial exercise of the Over-allotment Option exceeds HK$270 million, an additional incentive fee equivalent to 4.0% of the aggregate Offer Price of the Offer Shares (including the Over-allotment Shares to be issued pursuant to the Over-allotment Option) would be paid to BOCOM International Securities pursuant to the Underwriting Agreements as disclosed in the section headed “ – ” Underwriting Underwriting commission and expenses in the Prospectus.

The additional net proceeds (after deducting the abovementioned additional underwriting commission payable by the Company pursuant to the Underwriting Agreements) raised as a result of the issue and allotment of 12,882,000 Over-allotment Shares by the Company pursuant to the exercise of the Over-allotment Option amount to approximately HK$13.7 million, which will be used by the Company for the purposes as set out in the section headed “ – ” Future plans and use of proceeds Use of proceeds in the Prospectus.

The Company continues to comply with the public float requirements under Rule 8.08(1)(a) of the Listing Rules. No new Shares or securities convertible into equity securities of the Company may be issued within six months from the Listing Date save for the situations set out in Rule 10.08 of the Listing Rules.

By order of the Board