Bright Smart Securities & Commodities Group Limited — Proxy Solicitation & Information Statement 2016

Feb 29, 2016

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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)

FORM OF PROXY

Form of proxy for use by shareholders at the Extraordinary General Meeting (the “Meeting”) of Bright Smart Securities & Commodities Group Limited (the “Company”) to be held at 10th Floor, Wing On House, 71 Des Voeux Road Central, Central, Hong Kong on Tuesday, 22 March 2016 at 10:00 a.m.

I/We [(Note][1)]

of [(Note][1)]

being the registered holder(s) of [(Note][2)] ordinary shares of HK$0.30 each in the capital of the Company, hereby appoint the Chairman of the Meeting or of (Note 3)

to act as my/our proxy to attend the Meeting and at any adjournment thereof and to vote for me/us and on my/our behalf in respect of the resolutions set out in the notice of the Meeting (with or without modifications) as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

			ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)
	1.	(a)	To approve the Wing On Tenancy Agreement (as defined in the circular of the
			Company dated 1 March 2016 (the “Circular”)) and the transaction contemplated
			thereunder.
		(b)	To approve the Peter Building Tenancy Agreement (as defined in the Circular) and
			the transaction contemplated thereunder.
		(c)	To approve the Tak Lee Building Tenancy Agreement (as defined in the Circular)
			and the transaction contemplated thereunder.
		(d)	To approve the Tai Po Tenancy Agreement (as defined in the Circular) and the
			transaction contemplated thereunder.
		(e)	To approve the Golden Hill Tenancy Agreement (as defined in the Circular) and the
			transaction contemplated thereunder.
		(f)	To approve the Honour House Tenancy Agreement (as defined in the Circular) and
			the transaction contemplated thereunder.
	2.	(a)	To approve the financial services agreement entered into between Bright Smart
			Securities International (H.K.) Limited (“BSSI”) and Mr. Yip Mow Lum and the
			transaction contemplated thereunder.
		(b)	To approve the financial services agreement entered into between BSSI and Mr.
			Chan Kai Fung and the transaction contemplated thereunder.
		(c)	To approve the financial services agreement entered into between BSSI and Mr.
			Chan Wing Shing, Wilson and the transaction contemplated thereunder.
	Dated	this	day of 2016 Signature:

(Notes 5 and 6)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS as shown in the register of members of the Company. 2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares in the capital of the Company registered in your name(s).

2. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PUT A TICK IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PUT A TICK IN THE BOX MARKED “AGAINST”. Failure to do so will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

4. This form of proxy must be signed by you or your attorney duly authorized in writing, or in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorized in that behalf.

5. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto. However, if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

6. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, on Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof.

7. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish. In the event that you attend the Meeting after having lodged this form of proxy, it will be deemed to have been revoked.