Bright Smart Securities & Commodities Group Limited — Capital/Financing Update 2012

Aug 3, 2012

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong 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.

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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)

(the “Company”, Stock Code: 1428)

RESULTS OF THE RIGHTS ISSUE IN THE PROPORTION OF ONE RIGHTS SHARE FOR EVERY TWO EXISTING SHARES HELD ON RECORD DATE AND ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SHARES SUBJECT TO OUTSTANDING SHARE OPTIONS

RESULTS OF THE RIGHTS ISSUE

As all conditions set out in the Underwriting Agreement had been fulfilled and the Underwriting Agreement had not been terminated by the Underwriter at or before 4:00 p.m. on Thursday, 2 August 2012, the Underwriting Agreement became unconditional in all respects at 4:00 p.m. on Thursday, 2 August 2012.

As at 4:00 p.m. on Tuesday, 31 July 2012, being the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares, 246 valid acceptances of provisional allotment were received for a total of 323,822,895 Rights Shares, representing approximately 94.85% of the total number of 341,411,000 Rights Shares being offered under the Rights Issue, and 373 valid applications for excess Rights Shares were received for a total of 64,564,393 Rights Shares, representing approximately 18.91% of the total number of Rights Shares being offered under the Rights Issue. In aggregate, 619 valid acceptances and applications in respect of 388,387,288 Rights Shares, representing approximately 113.76% of the total number of Rights Shares being offered under the Rights Issue, have been received. The Rights Issue was over-subscribed by 46,976,288 Rights Shares.

It is expected that the share certificates for all fully-paid Rights Shares and the refund cheques in respect of wholly or partially unsuccessful applications for the excess Rights Shares will be posted to those entitled thereto by ordinary post at their own risks to their registered address on Monday, 6 August 2012.

Dealings in fully-paid Rights Shares are expected to commence on the Stock Exchange at 9:00 a.m. on Tuesday, 7 August 2012.

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ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SHARES SUBJECT TO OUTSTANDING SHARE OPTIONS

As a result of the Rights Issue, adjustments are required to be made to the exercise price and the number of Shares falling to be issued upon the exercise of the Share Options in accordance with the terms of the Share Option Scheme and the supplementary guidance issued by the Stock Exchange on 5 September 2005 regarding the adjustment of share options under Rule 17.03(13) of the Listing Rules.

Reference is made to the prospectus of the Company dated 17 July 2012 (the “Prospectus”) in relation to the Rights Issue of the Company. Capitalised terms used in this announcement shall have the same meanings as those defined in the Prospectus unless the context otherwise stated.

RESULTS OF THE RIGHTS ISSUE

As at 4:00 p.m. on Tuesday, 31 July 2012, being the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares, 246 valid acceptances of provisional allotment were received for a total of 323,822,895 Rights Shares, representing approximately 94.85% of the total number of 341,411,000 Rights Shares being offered under the Rights Issue, and 373 valid applications for excess Rights Shares were received for a total of 64,564,393 Rights Shares, representing approximately 18.91% of the total number of Rights Shares being offered under the Rights Issue. In aggregate, 619 valid acceptances and applications in respect of 388,387,288 Rights Shares, representing approximately 113.76% of the total number of Rights Shares being offered under the Rights Issue, have been received.

Underwriting Agreement

As all conditions set out in the Underwriting Agreement had been fulfilled and the Underwriting Agreement had not been terminated by the Underwriter at or before 4:00 p.m. on Thursday, 2 August 2012, the Underwriting Agreement became unconditional in all respects at 4:00 p.m. on Thursday, 2 August 2012. Based on the above acceptance results, the Rights Issue was over-subscribed and the obligations of the Underwriter under the Underwriting Agreement in respect of the Rights Shares have been fully discharged.

Excess Rights Shares

Regarding the 373 valid applications for a total of 64,564,393 excess Rights Shares, the Board has resolved to allot a total of 17,588,105 Rights Shares available for excess applications.

The Board noted unusual patterns of excess applications and had reason to believe that certain applications may have been made with the intention to abuse the mechanism whereby preference would be given to applications for topping up odd-lot holdings. After taking into account and assessing all relevant factors and circumstances available to the Company (including but not limited to the pattern of registration of Shareholders before and after the announcement of the Rights Issue on 25 June 2012, the spread and pattern of the excess applications, the number of excess Rights Shares applied for in those excess applications and the number of excess Rights Shares available for allocation), the Board has resolved to allocate 17,588,105 excess Rights Shares on a fair and equitable basis and on the principles set forth in the Prospectus, as follows:

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• (i) 78,000 excess Rights Shares have been allocated to 78 applications for topping up odd-lot holdings to whole-lot holdings where it appeared to the Directors that such applications were not made with an intention to abuse this mechanism; and

• (ii) the remaining 17,510,105 excess Rights Shares have been allocated to the Qualifying Shareholders based on a sliding scale with reference to the number of excess Rights Shares applied for by them, details of which are set out below:

Number of excess	Number of	Total number	Total	Percentage of	Basis of allocation
Rights Shares	valid excess	of excess	number of	allocation
applied for	applications	Rights Shares	excess Rights	based on total
		applied for	Shares	number
			allocated	applied for in
			(Note)	that category
				(Approximate)
1 - 2,000	229	347,377	162,992	47%	Odd lot with a maximum of 1,000 Shares each
					to the registered shareholders who hold 2,000
					Shares or above as at the record date and
					applied for EAF for more than 1,000 Shares or
					more plus additional Shares at approx. 40% on
					the remaining excess Rights Shares applied
2,001 - 10,000	84	504,313	196,600	39%	Odd lot with a maximum of 1,000 Shares each
					to the registered shareholders who hold 2,000
					Shares or above as at the record date and
					applied for EAF for more than 1,000 Shares or
					more plus additional Shares at approx. 38% on
					the remaining excess Rights Shares applied
10,001 - 100,000	37	1,791,252	584,765	33%	Odd lot with a maximum of 1,000 Shares each
					to the registered shareholders who hold 2,000
					Shares or above as at the record date and
					applied for EAF for more than 1,000 Shares or
					more plus additional Shares at approx. 32% on
					the remaining excess Rights Shares applied
100,001 - 1,000,000	16	5,770,953	1,737,587	30%	Odd lot with a maximum of 1,000 Shares each
					to the registered shareholders who hold 2,000
					Shares or above as at the record date and
					applied for EAF for more than 1,000 Shares or
					more plus additional Shares at approx. 30% on
					the remaining excess Rights Shares applied
1,000,001 - 20,000,000	6	34,150,499	9,565,020	28%	Odd lot with a maximum of 1,000 Shares each
					to the registered shareholders who hold 2,000
					Shares or above as at the record date and
					applied for EAF for more than 1,000 Shares or
					more plus additional Shares at approx. 28% on
					the remaining excess Rights Shares applied
Over 20,000,000	1	21,999,999	5,341,141	24%	Approx. 24% on the excess Rights Shares
					applied
Total	373	64,564,393	17,588,105

Note : The number of excess Rights Shares allocated to each applicant has been rounded up/down (as appropriate) to eliminate any fractional Shares which may arise after the foregoing basis of allocation has been applied.

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Shareholdings in the Company

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the following is a summary of the shareholding structure of the Company (i) immediately before the completion of the Rights Issue; and (ii) immediately after the completion of Rights Issue:

Name of Shareholder NCHL(Note 1) Mr. Yip(Note 1) Sub-total BOCOM(Note 2) Mr. Chan Kai Fung(Note 3) Other public Shareholders Total Total public Shareholders	(i) Immediately before the completion of the Rights Issue (ii) Immediately after the completion of the Rights Issue Number of Shares Approximate % of total issued Shares Number of Shares Approximate % of total issued Shares 450,000,000 65.90% 675,000,000 65.90% 36,012,000 5.28% 54,018,000 5.28%
	486,012,000 71.18% 729,018,000 71.18% 50,000,000 7.32% 75,000,000 7.32% 450,000 0.07% 534,000 0.05% 146,360,000 21.43% 219,681,000 21.45%
	682,822,000 100.00% 1,024,233,000 100.00%
	196,360,000 28.75% 294,681,000 28.77%

Notes:

1. The 675,000,000 Shares are held by NCHL, a company wholly-owned by Mr. Yip.

2. The 75,000,000 Shares are held by BOCOM, a wholly-owned subsidiary of the Bank of Communication Co., Ltd.

3. Mr. Chan Kai Fung is an executive director and the Chief Executive Officer of the Company.

Despatch of the share certificates for the Rights Shares

It is expected that the share certificates for all fully-paid Rights Shares and the refund cheques in respect of wholly or partially unsuccessful applications for the excess Rights Shares, will be posted to those entitled thereto by ordinary post at their own risks to their registered address on Monday, 6 August 2012.

Commencement of dealings in fully-paid Rights Shares

Dealings in fully-paid Rights Shares are expected to commence on the Stock Exchange at 9:00 a.m. on Tuesday, 7 August 2012.

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ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SHARES SUBJECT TO OUTSTANDING SHARE OPTIONS

Upon completion of the Rights Issue, the exercise price and the number of Shares to be issued and allotted under the outstanding Share Options will be adjusted pursuant to the terms of the Share Option Scheme and the supplementary guidance issued by the Stock Exchange on 5 September 2005 regarding the adjustment of share options under Rule 17.03(13) of the Listing Rules. The adjustments to the exercise price and the number of the Shares falling to be issued under the outstanding Share Options are as follows with effect from 6 August 2012 upon the Company’s allotment and issue of the Rights Shares pursuant to the Rights Issue:

		Before completion of	Before completion of	After completion of the	After completion of the
		the Rights Issue		Rights	Issue
				Adjusted	Adjusted
		Exercise	Number of	exercise	number of
Date of grant of		price per	Shares	price per	Shares
the Share		Share	falling to be	Share	falling to be
Options	Exercise period	(HK$)	issued	(HK$)	issued
13 October 2011	13 October 2011	0.69	15,098,000	0.67	15,611,332
	to
	12 October 2013

The auditor of the Company has carried out certain agreed upon procedures in accordance with Hong Kong Standards on Related Services 4400 “Engagements to perform AgreedUpon Procedures Regarding Financial Information” issued by the Hong Kong Institute of Certified Public Accountants in respect of the adjustments that have been made to the exercise price and the number of Shares that can be subscribed for under the outstanding Share Options as a result of the Rights Issue and there are no exceptions noted based on the agreed upon procedures. Separate notification regarding the adjustments will be sent to each holder of the Share Options.

By order of the Board Bright Smart Securities & Commodities Group Limited Chan Kai Fung Executive Director and Chief Executive Officer

Hong Kong, 3 August 2012

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

* Independent Non-executive Directors

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