Bright Smart Securities & Commodities Group Limited — M&A Activity 2025

Aug 15, 2025

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

This announcement is not for release, publication or distribution, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the applicable laws or regulations of such jurisdiction.

耀才證券

BRIGHT SMART SECURITIES

香港交易所上市公司（1428）

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)

(Stock Code: 1428)

CLARIFICATION ANNOUNCEMENT IN RELATION TO MEDIA REPORT

This announcement is made at the request of The Stock Exchange of Hong Kong Limited.

Reference is made to: (i) the joint announcement (the "Joint Announcement") issued by Wealthiness and Prosperity Holding Limited (the "Offeror") and Bright Smart Securities & Commodities Group Limited (the "Company") dated 25 April 2025; (ii) the joint announcement dated 16 May 2025 issued by the Offeror and the Company in relation to the delay in despatch of the composite document in relation to the Offer (the "Delay Announcement"); and (iii) the joint announcements dated 13 June 2025, 11 July 2025 and 11 August 2025 issued by the Offeror and the Company in relation to the status of satisfaction of the Completion Conditions. Capitalised terms used herein shall have the same meanings as defined in the Joint Announcement and the Delay Announcement, as applicable, unless the context requires otherwise.

The Company notes that there have been recent media reports suggesting there would be a possible delay of the expected timetable of the Acquisition due to tightened regulatory scrutiny of the Acquisition from relevant PRC authorities, including the National Development and Reform Commission of the PRC referred to in Completion Condition (c).

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The Company wishes to clarify that, upon enquiry with the Offeror, it understands that the relevant procedures with regard to the Acquisition with the relevant authorities are progressing as planned.

Further announcement(s) will be made jointly by the Offeror and the Company in relation to the latest status of the Completion Conditions and the Offer as and when appropriate.

WARNING

Shareholders and potential investors of the Company should note that the Offer will only be made if Completion takes place. As Completion is subject to the satisfaction of the conditions precedent set out in the Share Purchase Agreement, it may or may not take place and the Offer may or may not proceed.

Shareholders are reminded to read the Composite Document, including the recommendations of the Independent Board Committee and the advice of the Independent Financial Adviser in respect of the Offer, before deciding whether or not to accept the Offer.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares. If Shareholders and potential investors are in any doubt about their position, they should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant, or other professional advisers.

By order of the Board

Bright Smart Securities & Commodities Group Limited
Hui Yik Bun

Executive Director and Chief Executive Officer

Hong Kong, 15 August 2025

As at the date of this announcement, the Board comprises Mr. Yip Mow Lum (Chairman), Mr. Hui Yik Bun (Chief Executive Officer) and Mr. Chan Wing Shing, Wilson as Executive Directors; and Mr. Yu Yun Kong, Mr. Szeto Wai Sun, Mr. Ling Kwok Fai, Joseph and Ms. Wong Ting Ting, Priscilla as Independent Non-executive Directors.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

This announcement is published in English and in Chinese. In case of any inconsistency between the English version and the Chinese version, the English version prevails.