Bright Smart Securities & Commodities Group Limited — Capital/Financing Update 2015

Nov 30, 2015

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)

LAPSE OF PUT OPTIONS

This announcement is made by the Company on a voluntary basis.

LAPSE OF PUT OPTIONS

Reference is made to the announcements of the Company dated 27 and 29 January 2014 (the “Announcements”) regarding, among other things, the placing of shares of the Company. Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.

Under the Placing, 150,000,000 Placing Shares were placed to seven Placees (of which 100,000,000 Placing Shares were taken up by Chow Tai Fook Nominee Limited (“Chow Tai Fook”) and 50,000,000 Placing Shares by the other six Placees) by the Vendor (i.e. New Charming Holdings Limited which is wholly owned by Mr. Yip Mow Lum, the controlling Shareholder as well as the chairman and executive director of the Company). In addition, the Vendor granted the Put Options in favour of the Placees at completion of the Placing, which were exercisable during the period from 27 October 2015 to 27 November 2015 (both dates inclusive) (the “Exercisable Period”).

As informed by the Vendor, none of the Put Options was exercised during the Exercisable Period. Thus, the Put Options are no longer exercisable and have lapsed and ceased to have any effect. As at the date of this announcement, Chow Tai Fook is holding 100,000,000 Shares and remains as the second largest Shareholder of the Company.

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SHAREHOLDING STRUCTURE AFTER LAPSE OF PUT OPTIONS

As at the date of this announcement, the shareholding structure of the Company is as follows:

Name of shareholder	Number of	Approximate
	Shares	percentage
Mr. Yip Mow Lum_(Note)_	1,134,410,280	66.87%
Chow Tai Fook	100,000,000	5.89%
Other Directors	3,040,495	0.18%
Other public Shareholders	459,103,763	27.06%
Total	1,696,554,538	100.00%

Note: The Shares of Mr. Yip Mow Lum (chairman and executive director of the Company) stated above include direct and indirect interest in the Shares, inclusive of those Shares owned by the Vendor..

By Order of the Board Bright Smart Securities & Commodities Group Limited Chan Kai Fung Executive Director & Co-Chief Executive Officer

Hong Kong, 30 November 2015

As at the date of this announcement, the Board comprises Messrs. Yip Mow Lum (Chairman), Chan Kai Fung (Co-Chief Executive Officer), Hui Yik Bun (Co-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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