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Bright Smart Securities & Commodities Group Limited — Capital/Financing Update 2014
Sep 29, 2014
49919_rns_2014-09-29_b45376ba-f728-48fd-aaca-a1fa29428a7e.pdf
Capital/Financing Update
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Excess Application Form No.
IMPORTANT
CAPITALISED TERMS USED HEREIN SHALL HAVE THE SAME MEANINGS AS THOSE DEFINED IN THE PROSPECTUS (THE “PROSPECTUS”) OF BRIGHT SMART SECURITIES AND COMMODITIES GROUP LIMITED (THE “COMPANY”) DATED 29 SEPTEMBER 2014, UNLESS THE CONTEXT OTHERWISE REQUIRES.
THIS EAF IS VALUABLE BUT IS NOT TRANSFERABLE AND IS ONLY FOR THE USE OF THE QUALIFYING SHAREHOLDER(S) NAMED BELOW WHO WISH(ES) TO APPLY FOR RIGHTS SHARES IN ADDITION TO THOSE PROVISIONALLY ALLOTTED TO HIM/HER/IT/THEM. Applications must be received by no later than 4:00 p.m. on Wednesday, 15 October 2014.
If you are in any doubt as to the contents of this EAF or as to the action to be taken, you should consult a licensed securities dealer, or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
A copy of each of the Prospectus Documents, together with the documents specified in the paragraph headed “12. Documents delivered to the Registrar” in Appendix III to the Prospectus, have been registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding up and Miscellaneous Provisions) Ordinance. The SFC and the Registrar of Companies in Hong Kong take no responsibility as to the contents of any of the Prospectus Documents.
Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of this EAF, 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 EAF.
It should be noted that the Rights Issue is conditional, inter alia, upon the fulfillment and/or waiver (where applicable) of the conditions set out under the sub-paragraph headed “Conditions of the Rights Issue” in the “Letter from the Board” of the Prospectus. Any of the Underwriters is entitled under the Underwriting Agreement to terminate the Underwriting Agreement on the occurrence of certain events as set out in the section headed “Termination of the Underwriting Agreement” in the Prospectus. Accordingly, the Rights Issue may or may not proceed. It should be noted that the Shares had been dealt in on an ex-rights basis since Monday, 22 September 2014. Dealings in the Rights Shares in their nil-paid form will take place from Friday, 3 October 2014 to Friday, 10 October 2014 (both dates inclusive). If any of the conditions precedent to the Rights Issue as set out in the sub-paragraph headed “Conditions of the Rights Issue” in the “Letter from the Board” of the Prospectus cannot be fulfilled or is not waived or any of the Underwriters exercises its rights to terminate its obligations under the Underwriting Agreement prior to 4:00 p.m. on Tuesday, 21 October 2014 (or such other time as the Underwriters may agree with the Company), the Rights Issue will not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares. Any dealings in the Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled and/or waived (as applicable) (and the date on which the Underwriters’ right of termination of the Underwriting Agreement ceases), and any dealings in the Rights Shares in their nil-paid form from Friday, 3 October 2014 to Friday, 10 October 2014 (both dates inclusive) are accordingly subject to the risk that the Rights Issue may not become unconditional or may not proceed. Any Shareholders or other persons contemplating dealings in the Shares and/or the Rights Shares (in their nil-paid form) are advised to consult their own professional advisers. This EAF and all applications pursuant to it shall be governed by and construed in accordance with the laws of Hong Kong.
Branch share registrar and Registered office: transfer office in Hong Kong: Floor 4, Willow House Tricor Investor Services Limited Cricket Square Level 22, Hopewell Centre183 Queen’s Road East P.O. Box 2804George Town Hong Kong Grand Cayman KY1-1112 BRIGHT SMART SECURITIES & COMMODITIES GROUP LIMITED Cayman Islands 耀才證券金融集團有限公司 Head office and principal place of (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1428) 10th Floor and 27th Floor, business in Hong Kong: Wing On House RIGHTS ISSUE ON THE BASIS OF ONE RIGHTS SHARE FOR 71 Des Voeux Road CentralHong Kong EVERY TWO SHARES HELD ON THE RECORD DATE 29 September 2014 FORM OF APPLICATION FOR EXCESS RIGHTS SHARES Name(s) and address of the Qualifying Shareholder(s)
Application can only be made by the registered Qualifying Shareholder(s) named here To: The Directors Bright Smart Securities & Commodities Group Limited Dear Sirs, I/We, being the registered Qualifying Shareholder(s) named above, hereby irrevocably apply for excess Rights Shares, at the subscription price of HK$1.00 per Rights Share. I/We enclose a separate remittance by cheque or cashier’s order in favour of “ BRIGHT SMART SECURITIES & COMD GROUP LTD – EXCESS APPLICATION A/C ” and crossed “ ACCOUNT PAYEE ONLY ” for HK$ being the payment in full on application for the above number of excess Rights Shares. I/We hereby request you to allot such excess Rights Shares applied for, or any smaller number, to me/us and to send by ordinary post at my/our risk to the address shown above the share certificate(s) for the number of excess Rights Shares, if any, allotted to me/us in respect of this application and/or a cheque for any application monies returnable to me/us. I/We understand that allotments in respect of this application shall be made at the sole discretion of the Directors on a fair and reasonable basis set out in the sub-paragraph headed “Application for excess Rights Shares” in the “Letter from the Board” of the Prospectus. I/We acknowledge that I am/we are not guaranteed to be allotted any of the excess Rights Shares applied for. I/We hereby undertake to accept such number of excess Rights Shares, as may be allotted to me/us as aforesaid, upon the terms set out in the Prospectus and this EAF and subject to the memorandum and articles of association of the Company. In respect of any excess Rights Shares to be allotted to me/us, I/we authorise you to place my/our name(s) on the register of members of the Company as holder(s) of such excess Rights Shares. 1. 2. 3. 4. Signature(s) of applicant(s) (All joint applicants must sign) Date: Contact Telephone No:
This EAF should be completed and lodged, together with payment of HK$1.00 per Rights Share for the number of excess Rights Shares applied for (by cheques or cashier’s orders), with the Registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by no later than 4:00 p.m. on Wednesday, 15 October 2014. All remittances must be made by cheques or cashier’s orders in Hong Kong dollars. Cheques must be drawn on an account with, or cashier’s orders must be issued by, a licensed bank in Hong Kong and made payable to “ BRIGHT SMART SECURITIES & COMD GROUP LTD – EXCESS APPLICATION A/C ” and must be crossed “ ACCOUNT PAYEE ONLY ”. No receipt will be given for such remittance. Where the number of excess Rights Shares applied for under one EAF is larger than the total number of Rights Shares being offered under the Rights Issue, being 561,154,006 Rights Shares, such application would be treated as invalid and be rejected (other than from a nominee company). All cheques and cashier’s orders will be presented for payment immediately following receipt and all interest earned on such monies (if any) will be retained for the benefit of the Company. Completion and lodgement or return of this EAF, together with a cheque or cashier’s order in payment for the excess Rights Shares applied for, will constitute a warranty by the applicant that the cheque or cashier’s order will be honoured on first presentation. If any cheque or cashier’s order accompanying a completed EAF is dishonoured on first presentation, without prejudice to the other rights of the Company, such EAF is liable to be rejected.
The Prospectus Documents have not been and will not be registered or filed under any applicable securities or equivalent legislation of any jurisdictions other than Hong Kong.
No action has been taken to permit the offering of the Rights Shares, or the distribution of the Prospectus Documents, in any territory other than Hong Kong. Accordingly, no person receiving a copy of any of the Prospectus Documents in any territory outside Hong Kong may treat it as an offer or invitation to apply for excess Rights Shares, unless in the relevant territory or jurisdiction, such an offer or invitation could lawfully be made without compliance with any registration or other legal or regulatory requirements thereof. It is the responsibility of any person (including but without limitation to nominee, agent and trustee) receiving the Prospectus Documents outside Hong Kong wishing to take up the Rights Shares to satisfy himself/ herself/itself/themselves before acquiring any rights to subscribe for the excess Rights Shares as to the full observance of the laws and regulations of all relevant territories or jurisdictions, including the obtaining of any governmental or other consents and to pay any taxes and duties required to be paid in any such territory or jurisdiction in connection therewith. Any acceptance by any person will be deemed to constitute a representation and warranty from such person to the Company that those local laws and requirements have been fully complied with. For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited is subject to any of the above representations and warranties. If you are in any doubt as to your position, you should consult your professional adviser.
You will be notified by the Registrar of any allotment of excess Rights Shares made to you. If no excess Rights Shares are allotted to you, it is expected that cheque(s) for the amount tendered on application will be posted to you in full without interest at your own risk on or before Thursday, 23 October 2014. If the number of excess Rights Shares allotted to you is less than that applied for, it is expected that cheque(s) for the surplus application monies will be posted to you without interest at your own risk on or before Thursday, 23 October 2014. Any such cheque(s) will be drawn in favour of the person(s) named on this EAF. It is expected that the share certificates in respect of the fully-paid Rights Shares, will be posted on or before Thursday, 23 October 2014. You will receive one share certificate for all the fully-paid Rights Shares and/or excess Rights Shares (if any) validly applied for and issued to you.
All documents, including cheque(s) for amounts due, will be sent by ordinary post at the risk of the persons entitled thereto to their respective addresses shown on the register of members of the Company. Lodgement of this EAF purporting to have been signed by the person(s) in whose favour this EAF has been issued, shall be conclusive evidence of the title of the party or parties lodging it to deal with the same and to receive share certificates for the Rights Shares.
A SEPARATE CHEQUE OR CASHIER’S ORDER MUST ACCOMPANY EACH APPLICATION. NO RECEIPT WILL BE GIVEN.
FOR OFFICE USE ONLY
| Application number | No. of excessRights Shares applied for | Amount paid on application | Balance returned |
|---|---|---|---|
| HK$ | HK$ |