Bright Smart Securities & Commodities Group Limited — Capital/Financing Update 2018

Jun 21, 2018

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)

DISCLOSEABLE TRANSACTION ACQUISITION OF LISTED SECURITIES

The Company, through its wholly-owned subsidiary, acquired on the market in a series of transactions conducted between 4 January 2018 and 21 June 2018 a total of 28,470,000 CCB Shares (which represents approximately 0.01% of the issued share capital of CCB) for an aggregate consideration of approximately HK$222 million (exclusive of transaction costs), the average purchase cost of each CCB Share is approximately HK$7.79.

The Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules, as one of the applicable percentage ratios is more than 5% but less than 25%.

THE ACQUISITION

The Company, through its wholly-owned subsidiary, acquired on the market in a series of transactions conducted between 4 January 2018 and 21 June 2018 a total of 28,470,000 CCB Shares (which represents approximately 0.01% of the issued share capital of CCB) for an aggregate consideration of approximately HK$222 million (exclusive of transaction costs), and the average purchase cost of each CCB Share is approximately HK$7.79. The aggregate consideration of the Acquisition represented the market price of the CCB Shares and was payable from the Group’s internal resources.

As the Acquisition was made through the market, the Company was not aware of the identities of the sellers of such CCB Shares and accordingly, to the best knowledge, information and belief of the Directors having made all reasonable enquiries, the sellers of such CCB Shares are Independent Third Parties.

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REASONS FOR AND BENEFITS OF THE ACQUISITION

The Group’s principal businesses are provision of financial services, including securities broking, margin financing, commodities and futures broking and bullion trading. Without prejudice to the financial situation of the Company, the Group believes that investing in steady listed companies stock can enhance income for the Group.

In fact, the Company, through its wholly-owned subsidiary, disposed on the market of 24,000,000 CCB shares from 18 January 2018 to 11 May 2018, resulting in a realised gain of approximately HK$8 million (exclusive of the transaction costs) to the Group.

Meanwhile, as the Acquisition was made at market price, the Directors (including the independent non-executive Directors) are of the view that the Acquisition was fair and reasonable, on normal commercial terms and in the interests of the Company and its Shareholders as a whole.

CCB, with commercial banking branches and subsidiaries in 29 countries and regions, and its subsidiaries cover various industries, including asset management, financial leasing, trust, life insurance, property & casualty insurance, investment banking, futures and pension, has performed and developed well in recent years. Having considered the performance of CCB in recent years and its future development potential, the Company considers that the Acquisition is an attractive investment and can enhance income for the Group.

INFORMATION ON CCB

CCB is a joint stock company incorporated in the PRC with limited liability, the H-shares of which are listed on the main board of the Stock Exchange (Stock Code: 939). According to publicly available information, CCB is a commercial bank which operates its businesses through corporate banking businesses, including corporate deposit, corporate credit loan, asset custody, enterprise annuity, trade financing, international settlement, international financing and value-added services, among others, personal banking businesses, including personal deposit, loan, bank card services, private bank services, foreign exchange trading and gold trading services, among others, and capital business. CCB operates its businesses in domestic and overseas markets.

The following financial information is extracted from the public documents of CCB:

	For the year ended	For the year ended
		31 December
	2017	2016
	RMB	RMB
	million	million
Revenue	577,307	542,841
Profit before taxation	299,787	295,210
Net profit after taxation	243,615	232,389

Based on the public documents of CCB, the consolidated net asset value of CCB as at 31 December 2017 was RMB1,795,827 million.

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GENERAL

The Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules, as one of the applicable percentage ratios is more than 5% but less than 25%.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

• “Acquisition”

the Company, through its wholly-owned subsidiary, acquired on the market in a series of transactions conducted between 4 January 2018 and 21 June 2018 a total of 28,470,000 CCB Shares (which represents approximately 0.01% of the issued share capital of CCB) for an aggregate consideration of approximately HK$28,470,000 million (exclusive of transaction costs), and the average purchase cost of each CCB Share is approximately HK$7.79

• “Board” the board of Directors “CCB” China Construction Bank Corporation, a joint stock company incorporated in the People’s Republic of China with limited liability, the H-shares of which are listed on the main board of the Stock Exchange (Stock Code: 939)

“CCB Share(s)” Share(s) of CCB relating to the Acquisition

“Company” Bright Smart Securities & Commodities Group Limited, a company incorporated in the Cayman Islands whose shares are listed on the main board of the Stock Exchange (Stock Code: 1428)

“Director(s)”

the directors of the Company

“Group” the Company and its subsidiaries

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

“Independent Third Parties” third parties independent of the Company and connected persons (as defined in the Listing Rules) of the Company

“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

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“PRC” the People’s Republic of China, which for the purpose of this announcement shall exclude the Special Administrative Regions of Hong Kong and Macau and Taiwan “RMB” Renminbi, the lawful currency of the PRC “Shareholder(s)” holder(s) of shares of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent

By Order of the Board Bright Smart Securities & Commodities Group Limited Hui Yik Bun Executive Director & Chief Executive Officer

Hong Kong, 21 June 2018

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

* Independent Non-executive Directors

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