Bright Smart Securities & Commodities Group Limited — Proxy Solicitation & Information Statement 2014

Feb 20, 2014

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) (Stock Code: 1428)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Bright Smart Securities & Commodities Group Limited (the ‘‘Company’’) will be held at 10/F, Wing On House, 71 Des Voeux Road Central, Central, Hong Kong on Monday, 10 March 2014 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution to be proposed as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT the Subscription (as defined in the circular of the Company dated 21 February 2014 (the ‘‘Circular’’)) in relation to the issue of 75,000,000 new ordinary shares of the Company at a price of HK$1.30 per share to New Charming Holdings Limited under the Placing and Subscription Agreements (as defined in the Circular), a copy of each of such agreements having been produced to the meeting marked ‘‘A’’ and signed by the chairman of the meeting for the purpose of identification, be and is hereby approved; the execution of the Placing and Subscription Agreements and any other agreements, documents and actions taken or to be taken in connection with the Subscription by any director of the Company (‘‘Director’’), notwithstanding any interest he/she may have in any matters in connection with the Subscription, be and are hereby approved, confirmed and ratified; and any Director be and is hereby authorised to do all acts and things and execute any agreements, deeds, instruments and any other documents, under hand or under seal, or make such arrangement as he/she may determine to be appropriate, necessary or desirable to give effect to or in connection with the Subscription and, subject to and in accordance with the applicable law and regulations, to approve and make such immaterial variation, amendment, supplement or waiver of immaterial matters relating to the Subscription in the interests of the Company and its shareholders as a whole.’’

By order of the board Chan Kai Fung

Executive Director and Chief Executive Officer

Hong Kong, 21 February 2014

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Head Office and Principal Place of Business in Hong Kong: 10th Floor, Wing On House 71 Des Voeux Road Central, Central Hong Kong

Registered Office: Floor 4, Willow House Cricket Square P.O. Box 2804 Grand Cayman KY1–1112 Cayman Islands

Notes:

1. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company.

2. A form of proxy for use at the extraordinary general meeting is enclosed with this circular. Whether or not you intend to attend the meeting in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, must be deposited with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof.

4. Where there are joint registered holders of a share of the Company, any one of such holders may vote at the meeting either personally or by proxy in respect of such share as if he was solely entitled thereto, but if more than one of such holders are present at the meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall for this purpose be deemed joint holders thereof.

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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