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Bright Smart Securities & Commodities Group Limited — Capital/Financing Update 2010
Aug 12, 2010
49919_rns_2010-08-12_650bd249-2aca-49d9-9742-c756d66320ab.pdf
Capital/Financing Update
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Unless otherwise defined in this announcement, terms defined in the prospectus dated 12 August 2010 (the ‘‘Prospectus’’) issued by Bright Smart Securities & Commodities Group Limited (the ‘‘Company’’) have the same meanings when used in this announcement.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares. Potential investors should read the Prospectus for detailed information about the Placing and Public Offer described below before deciding whether or not to invest in the Shares thereby being offered under the Share Offer.
Nothing in this announcement constitutes an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Shares in any jurisdiction in which such offer, solicitation or sales would be unlawful. 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 (the ‘‘Stock Exchange’’) and Hong Kong Securities Clearing Company Limited (‘‘HKSCC’’) 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.
Prospective investors of the Public Offer Shares should note that the Lead Manager (on behalf of itself and the other Public Offer Underwriter) may in its absolute discretion terminate its obligations under the Public Offer Underwriting Agreement with immediate effect by written notice to the Company, upon the occurrence of any of the events set out in the section headed ‘‘Underwriting — Underwriting Arrangements and Expenses — Public Offer — Grounds for Termination’’ in the Prospectus, at any time prior to 8:00 a.m. (Hong Kong time) on the date on which dealings in Shares first commence on the Stock Exchange (which is currently expected to be on Wednesday, 25 August 2010).
In connection with the Share Offer, the Lead Manager, as stabilisation manager, or any person acting for it, on behalf of the Placing Underwriters, may over-allocate or effect any other transactions with a view to stabilising or maintaining the market price of the Shares at a level higher than that which might otherwise prevail in the open market for a limited period after the Listing Date. However, there is no obligation on the Lead Manager or any person acting for it to conduct any such stabilising activity. Should stabilising transactions be effected in connection with the Share Offer, this will be at the absolute discretion of the Lead Manager or any person acting for it and may be discontinued at any time, and is required to be brought to an end on the 30th day after the last day for the lodging of the Application Forms (which is currently expected to be on Thursday, 16 September 2010). Following any over-allocation of Shares in connection with the Share Offer, the Lead Manager or any person acting for it may cover such over-allocation by (among other methods) making purchases in the secondary market, exercising the Over-allotment Option in full or in part, or by any combination of
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purchases and the exercise of the Over-allotment Option. Any such purchases will be made in compliance with all applicable laws and regulatory requirements including the Securities and Futures (Price Stabilising) Rules of the SFO. Any such stabilising activity is required to be brought to an end no later than the 30th day after the last day for lodging of applications under the Public Offer.
Potential investors should be aware that no stabilising action will be taken to support the price of the Shares for longer than the stabilising period which will begin on Wednesday, 25 August 2010, the expected Listing Date and is expected to end on Thursday, 16 September 2010, being the 30th day after the last day for lodging of the applications under the Public Offer. After this date, when no further action may be taken to support the price of the Shares, demand for the Shares, and therefore the market price of the Shares, could fall. A public announcement, as required by the Securities and Futures (Price Stabilising) Rules of the SFO, will be made within seven days of the expiration of the stabilization period. The details of such stabilization and how it will be regulated under the SFO are contained in the Prospectus.
In connection with the Share Offer, the Company intends to grant the Over-allotment Option to the Placing Underwriters, exercisable by the Lead Manager at its sole and absolute discretion on behalf of the Placing Underwriters. Under the Over-allotment Option, which will be exercisable in full or from time to time for up to 30 days after the last day for lodging of the Application Forms under the Public Offer, the Company may be required to issue at the Offer Price and otherwise on the same terms and conditions as the Shares that are subject to the Share Offer up to an additional 25,020,000 Shares in aggregate, representing not more than 15% of the total number of Shares initially available under the Share Offer. In the event that the Over-allotment Option is exercised, an announcement will be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese), and on the Company’s website at www.bsgroup.com.hk and the Stock Exchange’s website at www.hkexnews.hk.
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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)
SHARE OFFER
Total number of Offer Shares : 166,800,000 Shares
(subject to the Over-allotment Option) Number of Public Offer Shares : 16,680,000 Shares (subject to re-allocation) Number of Placing Shares : 150,120,000 Shares (subject to re-allocation and the Over-allotment Option) Maximum Offer Price : HK$1.62 per Offer Share payable in full on application subject to refund, plus brokerage of 1%, Stock Exchange trading fee of 0.005% and SFC transaction levy of 0.004% Nominal value : HK$0.30 per Share Stock Code : 1428
Bookrunner and Lead Manager
Joint Sponsors
Application has been made by the Company to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, on the Main Board the Shares in issue and to be issued under the Share Offer (including any additional Shares which may be issued pursuant to the exercise of the Over-allotment Option) and any Shares which may fall to be allotted and issued upon the exercise of options which may be granted under the Share Option Scheme. Dealings in the Shares on the Main Board are expected to commence at 9:30 a.m. on Wednesday, 25 August 2010. The Shares will be traded in board lot of 2,000 Shares each. Subject to the granting of the listing of, and permission to deal in, the Shares on the Main Board and the compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the
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Shares on the Main Board or any other date as determined by HKSCC. All activities under CCASS are subject to the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second trading day thereafter. All necessary arrangements have been made for the Shares to be admitted into CCASS.
The Share Offer comprises of (i) the Public Offer of initially 16,680,000 Public Offer Shares, representing approximately 10% of the total number of Offer Shares (subject to re-allocation), and (ii) the Placing of initially 150,120,000 Placing Shares, representing approximately 90% of the total number of Offer Shares (subject to re-allocation and the Over-allotment Option). For allocation purposes only, the total number of Public Offer Shares initially available under the Public Offer is to be divided into 2 pools: pool A and pool B. The Public Offer Shares in pool A will be allocated on an equitable basis to applicants who have applied for the Public Offer Shares with an aggregate subscription price of HK$5 million or less (excluding the brokerage, SFC transaction levy, and Stock Exchange trading fee payable). The Public Offer Shares in pool B will be allocated on an equitable basis to applicants who have applied for the Public Offer Shares with an aggregate subscription price of more than HK$5 million and up to the total value of pool B (excluding the brokerage, SFC transaction levy and Stock Exchange trading fee payable). Investors should be aware that applications in pool A and applications in pool B may receive different allocation ratios. If the Public Offer Shares in one (but not both) of the pools are under-subscribed, the surplus Public Offer Shares will be transferred to the other pool to satisfy demand in that other pool and be allocated accordingly. Applicants can only receive an allocation of the Public Offer Shares from either pool A or pool B but not from both pools. Multiple or suspected multiple applications or any application for more than 50% of the 16,680,000 Shares initially comprised in the Public Offer (that is 8,340,000 Public Offer Shares) are liable to be rejected. Only one application on a WHITE or YELLOW Application Form or by way of giving electronic application instructions to HKSCC or to the White Form eIPO Service Provider via White Form eIPO service (www.hkeipo.hk), may be made for the benefit of any person. In addition, an applicant for Public Offer Shares under the Public Offer will be required to give an undertaking and confirmation in the Application Form submitted by him that he and any person(s) for whose benefit he is making the application have not applied for or received or been placed or allocated (including conditionally and/or provisionally) and will not apply for or take up, or indicate an interest in any Placing Shares in the Placing, nor otherwise participate in the Placing, and such applicant’s application is liable to be rejected if the said undertaking and/or confirmation is breached and/or untrue (as the case may be) or it has been or will be placed or allocated Shares under the Placing. The Company, the Lead Manager (as agent for the Company) or the designated White Form eIPO Service Provider (where applicable), or their respective agents and nominees, have full discretion to reject or accept any application, or to accept only part of any application, without having to give any reason for any rejection or acceptance. Applications where cheques or banker’s cashier orders are dishonoured upon first presentation are liable to be rejected. Allocation of Offer Shares to investors under the Public Offer will be based solely on the level of valid applications received under the Public Offer. The basis of allocation may vary, depending on the number of Public Offer Shares validly applied for by
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applicants. Such allocation could, where appropriate, consist of balloting, which would mean that some applicants may receive a higher allocation than others who have applied for the same number of Offer Shares, and those applicants who are not successful in the ballot may not receive any Offer Shares.
Under the Placing Underwriting Agreement, the Company expects to grant to the Placing Underwriters the Over-allotment Option, exercisable by the Lead Manager on behalf of the Placing Underwriters in full or from time to time up to (and including) the date which is the 30th day after the last date for the lodging of applications under the Public Offer, to require the Company to allot and issue up to an aggregate of 25,020,000 additional Shares, representing in aggregate not more than 15% of the number of Offer Shares initially available under the Share Offer. These additional Shares will be issued or sold at the Offer Price and used to cover over-allocation, if any, in the Placing. In the event that the Overallotment Option is exercised, an announcement will be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese), and on the Company’s website at www.bsgroup.com.hk and the Stock Exchange’s website at www.hkexnews.hk.
In connection with the Share Offer, the Lead Manager, as stabilisation manager, or any person acting for it, on behalf of the Placing Underwriters, may over-allocate or effect any other transactions with a view to stabilising or maintaining the market price of the Shares at a level higher than that which might otherwise prevail in the open market for a limited period after the Listing Date. However, there is no obligation on the Lead Manager or any person acting for it to conduct any such stabilising activity. Should stabilising transactions be effected in connection with the Share Offer, this will be at the absolute discretion of the Lead Manager or any person acting for it and may be discontinued at any time, and is required to be brought to an end on the 30th day after the last day for the lodging of the Application Forms (which is currently expected to be on Thursday, 16 September 2010). Following any over-allocation of Shares in connection with the Share Offer, the Lead Manager or any person acting for it may cover such over-allocation by (among other methods) making purchases in the secondary market, exercising the Over-allotment Option in full or in part, or by any combination of purchases and the exercise of the Over-allotment Option. Any such purchases will be made in compliance with all applicable laws and regulatory requirements including the Securities and Futures (Price Stabilising) Rules of the SFO. Any such stabilising activity is required to be brought to an end no later than the 30th day after the last day for lodging of applications under the Public Offer.
Acceptance of all applications for the Offer Shares pursuant to the Share Offer is conditional upon fulfillment of the conditions as stated in the paragraph headed ‘‘Conditions of the Share Offer’’ in the section headed ‘‘Structure of the Share Offer’’ in the Prospectus. If the conditions are not fulfilled or waived prior to the times and dates specified, all application moneys will be refunded, without interest, on the terms set out under the section headed ‘‘Refund of your money’’ on the Application Forms and the section headed ‘‘How to apply for Public Offer Shares — Refund of Application Monies’’ in the Prospectus.
The Offer Price will be fixed by agreement between the Lead Manager (on behalf of the Underwriters) and the Company on the Price Determination Date, which is expected to be on or around Tuesday, 17 August 2010 and, in any event, not later than Friday, 20 August 2010. Applicants under the Public Offer are required to pay, on application, the maximum Offer Price of HK$1.62 per Offer Share
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together with brokerage of 1%, SFC transaction levy of 0.004% and Stock Exchange trading fee of 0.005%. If, for any reason, the Offer Price is not agreed between the Lead Manager (on behalf of the Underwriters) and the Company by Friday, 20 August 2010, the Share Offer will not proceed and will lapse. Notice of the lapse of the Public Offer will be published by the Company in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) on the next day following such lapse. Such announcement will also be available at the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.bsgroup.com.hk.
Applications for the Public Offer Shares will only be considered on the basis of the terms and conditions of the Prospectus and the related Application Forms. Applicants who would like to have the Public Offer Shares issued in their own names should complete and sign the WHITE Application Forms or apply through White Form eIPO service (www.hkeipo.hk). Copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. on Thursday, 12 August 2010 until 12:00 noon on Tuesday, 17 August 2010 from:
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BOCOM International Securities Limited at 9th Floor, Man Yee Building, 68 Des Voeux Road Central, Hong Kong
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Somerley Limited at 10th Floor, The Hong Kong Club Building, 3A Chater Road, Central, Hong Kong
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any of the following branches of Bank of Communications Co., Ltd. Hong Kong Branch:
Branches
Address
Hong Kong Island: Hong Kong Branch 20 Pedder Street, Central Wanchai Sub-Branch G/F., 32–34 Johnston Road
Kowloon: Jordan Road Sub-Branch 1/F., Booman Building, 37U Jordan Road Lam Tin Sub-Branch G/F., 63–65 Kai Tin Tower, Kai Tin Road, Lam Tin
New Territories: Kwai Chung Sub-Branch G/F., 93–99 Tai Loong Street, Kwai Chung Fanling Sub-Branch Shop No. 84A–84B, G/F., Flora Plaza, Fanling
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- any of the following branches of Hang Seng Bank Limited:
Branches
Address
Hong Kong Island: Head Office 83 Des Voeux Road Central Wanchai Branch 200 Hennessy Road North Point Branch 335 King’s Road Causeway Bay Branch 28 Yee Wo Street Kowloon: Tsimshatsui Branch 18 Carnarvon Road Kowloon Main Branch 618 Nathan Road Kwun Tong Branch 70 Yue Man Square Yaumati Branch 363 Nathan Road
New Territories: Shatin Branch Shop 18 Lucky Plaza, Wang Pok Street, Shatin Tai Ho Road Branch 30 Tai Ho Road
Applicants who would like to have the Public Offer Shares issued in the name of HKSCC Nominees and deposited directly into CCASS for the credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should (i) complete and sign the YELLOW Application Forms, copies of which, together with copies of the Prospectus, may be obtained during normal business hours from 9:00 a.m. on Thursday, 12 August 2010 until 12:00 noon on Tuesday, 17 August 2010 at the Depository Counter of HKSCC at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong; or (ii) give electronic application instructions to HKSCC via CCASS. Your stockbrokers may also have the YELLOW Application Forms and the Prospectus available.
Completed WHITE and YELLOW Application Forms (in all respects in accordance with the instructions printed thereon), with a cheque or banker’s cashier order made payable to ‘‘Bank of Communications (Nominee) Co. Ltd. — Bright Smart Public Offer’’ stapled to the top left-hand corner thereof, should be deposited in the special collection boxes provided at any of the branches of the receiving bankers referred to above at the following times on the following dates:
Thursday, 12 August 2010 — 9:00 a.m. to 5:00 p.m. Friday, 13 August 2010 — 9:00 a.m. to 5:00 p.m. Saturday, 14 August 2010 — 9:00 a.m. to 1:00 p.m. Monday, 16 August 2010 — 9:00 a.m. to 5:00 p.m. Tuesday, 17 August 2010 — 9:00 a.m. to 12:00 noon
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APPLICATIONS BY WHITE FORM eIPO
Applicants applying by White Form eIPO may submit applications to the White Form eIPO Service Provider through the designated website at www.hkeipo.hk from 9:00 a.m. on Thursday, 12 August 2010 until 11:30 a.m. on Tuesday, 17 August 2010 (or such later time as described under the paragraph headed ‘‘How to apply for Public Offer Shares — Effect of bad weather on the opening of the application lists’’ in the Prospectus) (24 hours daily, except on the last application day). The latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Tuesday, 17 August 2010, the last application day, or if the application lists are not open on that day, then by the time and date stated in the section headed ‘‘How to apply for Public Offer Shares — Effect of bad weather on the opening of the application lists’’ in the Prospectus. Applicants will not be permitted to submit applications to the White Form eIPO Service Provider after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close.
Investors can also apply for Public Offer Shares by giving electronic application instructions to HKSCC via CCASS as follows:
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CCASS Investor Participants may give electronic application instructions to HKSCC through the CCASS Phone System by calling 2979 7888 or through the CCASS Internet System (https://ip.ccass.com) (according to the procedures contained in HKSCC’s ‘‘An Operating Guide for Investor Participants’’ in effect from time to time). HKSCC can also input electronic application instructions for CCASS Investor Participants on their behalf if they go to the Customer Service Centre of HKSCC at 2/F, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong and complete an input request form. Prospectuses are also available for collection at the Customer Service Centre of HKSCC. CCASS Investor Participants should input electronic application instructions from 9:00 a.m. on Thursday, 12 August 2010 until 12:00 noon on Tuesday, 17 August 2010 (24 hours daily, except for the last application day).
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If you are not a CCASS Investor Participant, you can instruct your broker or custodian who is a CCASS Clearing Participant or a CCASS Custodian Participant to give electronic application instructions via CCASS terminals to apply for Public Offer Shares on your behalf.
CCASS Clearing/Custodian Participants should input electronic application instructions at the following times on the following dates:
Thursday, 12 August 2010 — 9:00 a.m. to 8:30 p.m.[(1)] Friday, 13 August 2010 — 8:00 a.m. to 8:30 p.m.[(1)] Saturday, 14 August 2010 — 8:00 a.m. to 1:00 p.m.[(1)] Monday, 16 August 2010 — 8:00 a.m. to 8:30 p.m.[(1)] Tuesday, 17 August 2010 — 8:00 a.m.[(1)] to 12:00 noon
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Note:
- These times are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian Participants.
The application lists will be opened from 11:45 a.m. to 12:00 noon on Tuesday, 17 August 2010, except as provided under the paragraph headed ‘‘How to apply for Public Offer Shares — Effect of bad weather on the opening of the application lists’’ in the Prospectus.
Subject to the terms and conditions set out in the Prospectus and the Application Forms, completed WHITE and YELLOW Application Forms or electronic application instructions to HKSCC or to the White Form eIPO Service Provider via White Form eIPO (www.hkeipo.hk) must be received no later than 12:00 noon on Tuesday, 17 August 2010 (or such later date as may apply in the case of a tropical cyclone warning signal number 8 or above or a ‘‘black’’ rainstorm warning being in force in Hong Kong as described under the section headed ‘‘How to apply for Public Offer Shares — Effect of bad weather on the opening of the application lists’’ in the Prospectus). Application for the Shares will only be considered on the basis of the Prospectus.
No receipt will be issued for application monies paid. The Company will not issue temporary documents of title.
Announcement of the Offer Price, the level of applications in the Public Offer, the level of indications of interest in the Placing and the basis of allotment of the Public Offer Shares are expected to be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) and on the Company’s website at www.bsgroup.com.hk and the website of the Stock Exchange at www.hkexnews.hk on Tuesday, 24 August 2010.
Results of allocations of the Public Offer, and the Hong Kong Identity card/passport/Hong Kong business registration numbers of successful applicants (where appropriate) will be made available through various channels as described in the section headed ‘‘How to apply for Public Offer Shares — Publication of results’’ in the Prospectus on Tuesday, 24 August 2010.
If you apply for 1,000,000 Public Offer Shares or more using a WHITE Application Form and have indicated your intention in your Application Form to collect your refund cheque(s) (where applicable) and/or share certificate(s) (where applicable) in person from the Company’s Hong Kong Share Registrar, you may collect the refund cheque(s) (where applicable) and/or share certificate(s) (where applicable) in person from the Company’s Hong Kong Share Registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, from 9:00 a.m. to 1:00 p.m. on Tuesday, 24 August 2010 or such other place or any other date as notified by the Company in the newspapers as the place and date of collection/despatch of refund cheques/e-Refund payment instructions/share certificates. If you are an individual who opts for collection in person, you must not authorize any other person to make collection on your behalf. If you are a corporate applicant who opts for collection in person, you must attend by your authorized representative bearing a letter of authorization from your corporation stamped with your company chop. Both individuals and authorised representatives (if applicable) must produce, at the time of collection, evidence of identity acceptable to
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the Hong Kong Share Registrar. If you do not collect your refund cheque(s) (where applicable) and/or share certificate(s) (where applicable) personally within the time period specified for collection, they will be sent to the address (or the case of joint applicants, to the address of the first-named applicant) as specified in your Application Form promptly thereafter by ordinary post and at your own risk.
If you apply for 1,000,000 Public Offer Shares or more using YELLOW Application form and have indicated on your application your intention to collect refund cheque(s) (where applicable) in person from the Company’s Hong Kong Share Registrar, you may collect refund cheque(s) (where applicable) but may not elect to collect Share certificate(s), which will be deposited into CCASS for credit to your designated CCASS Participants’ stock accounts or your CCASS Investor Participant’s stock account. The procedure for collection of refund cheques is the same as that for WHITE Application Form applicants.
If you apply for 1,000,000 or more Public Offer Shares through the White Form eIPO service and wish to collect Share certificates in person from the Company’s Hong Kong Share Registrar, you may collect Share certificates in person from the Company’s Hong Kong Share Registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, from 9:00 a.m. to 1:00 p.m. on Tuesday, 24 August 2010. Both individuals and authorised representatives (if applicable) must produce, at the time of collection, evidence of identity acceptable to the Hong Kong Share Registrar.
If you apply for less than 1,000,000 Public Offer Shares or if you apply for 1,000,000 Public Offer Shares or more but have not indicated on your application that you will collect your refund cheque(s) (where applicable) and/or share certificate(s) (where applicable) in person, it is expected that your refund cheque(s) (where applicable) and/or share certificate(s) (where applicable) will be sent to the address (or in the case of joint applicants, to the address of the first-named applicant) on your Application Form or application instructions on Tuesday, 24 August 2010, by ordinary post and at your own risk.
If you apply for the Public Offer Shares using a YELLOW Application Form or by giving electronic application instructions to HKSCC and your application is wholly or partially successful, your Share certificate(s) will be issued in the name of HKSCC Nominees and deposited into CCASS for credit to your CCASS Investor Participant’s stock account or the stock account of your designated CCASS Participant as instructed by you in your Application Form or electronic application instructions on Tuesday, 24 August 2010, or under contingent situation, on any other date as shall be determined by HKSCC or HKSCC Nominees. If you apply through a designated CCASS Participant (other than a CCASS Investor Participant) for Public Offer Shares credited to the stock account of your designated CCASS Participant (other than a CCASS Investor Participant), you can check the number of Public Offer Shares allotted to you (and the amount of refund money payable to you if you have instructed a CCASS Clearing/Custodian Participant to give electronic application instructions on your behalf) with that CCASS Participant. If you are applying as a CCASS Investor Participant, you should check the results of the Public Offer via the means described above and in the section headed ‘‘How to apply for Public Offer Shares — Publication of results’’ in the Prospectus on Tuesday, 24 August 2010 and report any discrepancies to HKSCC before 5:00 p.m. on Tuesday, 24 August 2010 or such other time/
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date as shall be determined by HKSCC or HKSCC Nominees. Immediately following the credit of the Public Offer Shares to your CCASS Investor Participant stock account, you can check your new account balance via the CCASS Phone System and the CCASS Internet System (under the procedures contained in HKSCC’s ‘‘An Operating Guide for Investor Participants’’ in effect from time to time). HKSCC will also make available to you an activity statement showing the number of Public Offer Shares credited to your stock account and (if you are applying by giving electronic application instructions to HKSCC) the amount of refund money credited to your designated bank account.
If your application is wholly or partially unsuccessful, the Company will refund in whole or in part (as applicable) your application monies, including the related brokerage, SFC transaction levy and Stock Exchange trading fee, to you without interest. If the Offer Price as finally determined is less than the maximum Offer Price of HK$1.62 per Share (excluding brokerage, SFC transaction levy and Stock Exchange trading fee) initially paid on application, the Company will refund to you the surplus application monies together with the related brokerage, SFC transaction levy and Stock Exchange trading fee, without interest. For applicants using WHITE or YELLOW Application Forms, refund cheque will be crossed ‘‘Account payee only’’ in favour of the applicant (or, in the case of joint applicants, to the first-named applicant on your Application Form) on the terms set out under ‘‘Refund of your money’’ on the Application Form. If you apply for less than 1,000,000 Public Offer Shares or if you apply for 1,000,000 Public Offer Shares or more but have not indicated on your application that you will collect your refund cheque in person, the refund cheque will be sent to the address on your Application Form (or in the case of joint applicants, to the address of the first-named applicant on your Application Form) by ordinary post and at your own risk on Tuesday, 24 August 2010. If you apply through the White Form eIPO service by paying the application monies through a single bank account, e-Refund payment instructions (if any) will be despatched to your application payment bank account on or around Tuesday, 24 August 2010. If you apply through the White Form eIPO service by paying the application monies through multiple bank accounts, refund cheque(s) will be sent to the address specified in your application instructions to the designated White Form eIPO Service Provider on or around Tuesday, 24 August 2010, by ordinary post and at your own risk. If you have given electronic application instructions to HKSCC via CCASS, refunds (if any) will be credited to your designated bank account or the designated bank account of the designated CCASS Participant through which you are applying on Tuesday, 24 August 2010. Share certificates for the Public Offer Shares are expected to be issued on Tuesday, 24 August 2010 but will only become valid certificates of title provided that the Share Offer has become unconditional and neither of the Underwriting Agreements has been terminated in accordance with its terms, which is expected to be at around 8:00 a.m. on Wednesday, 25 August 2010.
Dealings in the Shares in board lot of 2,000 Shares each on the Stock Exchange are expected to commence on Wednesday, 25 August 2010. The Company will not issue temporary documents of title. No receipt will be issued for application monies received.
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As at the date of this announcement, the executive Directors are Mr. Yip Mow Lum, Mr. Chan Kai Fung, Mr. Kwok Sze Chi, Mr. Chan Wing Shing, Wilson and Mr. Hui Wah Chiu; the independent nonexecutive Directors are Mr. Yu Yun Kong, Mr. Szeto Wai Sun and Mr. Ling Kwok Fai, Joseph.
By order of the Board
Bright Smart Securities & Commodities Group Limited Yip Mow Lum
Chairman and Executive Director
Hong Kong, 12 August 2010
Please also refer to the published version of this announcement in South China Morning Post (in English) and The Hong Kong Economic Times (in Chinese).
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