Bright Smart Securities & Commodities Group Limited — Proxy Solicitation & Information Statement 2022

Jul 15, 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should obtain independent professional advice or consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Bright Smart Securities & Commodities Group Limited you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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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)

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, FINAL DIVIDEND, RE-ELECTION OF DIRECTORS, PROPOSED ADOPTION OF AMENDED MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting (“ AGM ”) of Bright Smart Securities & Commodities Group Limited (the “ Company ”) to be held at Mezzanine Floor, Honour House, 375−381 Nathan Road, Kowloon, Hong Kong on Friday, 19 August 2022 at 10:00 a.m. is set out in this circular. A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (and with effect from 15 August 2022 onwards, at 17th Floor, Far East Finance Centre, No. 16 Harcourt Road, Hong Kong) as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM if you so wish.

PRECAUTIONARY MEASURES FOR THE AGM

Please see page 4 of this circular for measures being taken to try to prevent and control the spread of the Novel Coronavirus (COVID-19) at the AGM, including:

• compulsory body temperature checks and health declarations

• wearing of a surgical face mask for each attendee

• no refreshments or drinks will be served

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine will be denied entry into the meeting venue. The Company reminds shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting as an alternative to attending the meeting in person.

18 July 2022

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Precautionary Measures for the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix II — Biographical Details of the Retiring Directors Proposed
for Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix III — Changes brought by the Amended M&A . . . . . . . . . . . . . . . . . . . . .	16
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
Accompanying Document — Form of Proxy

– i –

DEFINITIONS

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

“AGM Notice”	means	means the notice convening the AGM set out on
		pages 33 to 38 of this circular;
“Amended M&A”	means	the second amended and restated Memorandum of
		Association and Articles of Association proposed
		to be adopted at the AGM;
“Annual General Meeting” or	means	means the annual general meeting of the Company
“AGM”		to be held at Mezzanine Floor, Honour House,
		375−381 Nathan Road, Kowloon, Hong Kong on
		Friday, 19 August 2022 at 10:00 a.m.;
“Articles of Association”	means	means the amended and restated articles of
		association of the Company adopted by a special
		resolution passed on 4 August 2010 and became
		effective upon listing on the Stock Exchange, as
		amended from time to time;
“Board” or “Board of Directors”	means	means the board of Directors of the Company;
“CEO”	means	means chief executive officer of the Company;
“Committee(s)”	means	means the committee(s) established by the Board
		of Directors from time to time;
“Company”	means	means Bright Smart Securities & Commodities
		Group Limited, a company incorporated in the
		Cayman Islands with limited liability and the
		Shares of which are listed on the Stock Exchange;
“Director(s)”	means	means the director(s) of the Company;
“Existing M&A”	means	the existing Memorandum of Association and
		Articles of Association adopted by a special
		resolution passed on 4 August 2010;

– 1 –

DEFINITIONS

“Group”	means	means the Company and its subsidiaries;
“Hong Kong”	means	means the Hong Kong Special Administrative
		Region of the PRC;
“HK$”	means	means Hong Kong dollars, the lawful currency	of
		Hong Kong;
“Latest Practicable Date” or	means	means 8 July 2022, being the latest practicable
“LPD”		date prior to the printing of this circular	for
		ascertaining certain information contained herein;
“Listing Rules”	means	means the Rules Governing the Listing	of
		Securities on the Stock Exchange;
“Memorandum of Association”	means	means the amended and restated memorandum	of
		association of the Company adopted by a special
		resolution passed on 4 August 2010 and became
		effective upon listing on the Stock Exchange,	as
		amended from time to time;
“PRC”	means	means the People’s Republic of China;
“Repurchase Mandate”	means	means the general and unconditional mandate	to
		repurchase shares in the capital of the Company
		up to 10% of the aggregate nominal amount of	the
		issued and fully paid up share capital of	the
		Company as at the date of passing of	the
		resolution;
“Repurchase Resolution”	means	means the proposed ordinary resolution	as
		referred to in resolution no. 6(B) of the AGM
		Notice;
“SFC”	means	means the Securities and Futures Commission	of
		Hong Kong;
“SFO”	means	means the Securities and Futures Ordinance
		(Chapter 571 of the Laws of Hong Kong);

– 2 –

DEFINITIONS

“Share(s)”	means	means	the ordinary share(s) of HK$0.30	the ordinary share(s) of HK$0.30	each in
		the capital of the Company;
“Shareholder(s)”	means	means	holder(s) of Share(s);
“Stock Exchange”	means	means	The Stock Exchange of	Hong	Kong
		Limited;
“Takeovers Code”	means	means	The Codes on Takeovers and	Mergers and
		Share	Buy-backs issued by the SFC;	and
“%”	means	means	per cent.

– 3 –

PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing Novel Coronavirus (COVID-19) epidemic and recent requirements for prevention and control of its spread, the Company will implement, including but not limited to, the following preventive measures at the AGM to protect attending Shareholders, staff and other stakeholders from the risk of infection:

• (1) Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the AGM venue. Any person with a body temperature of over 36.8 degrees Celsius or subject to any quarantine prescribed by the Hong Kong Government will be denied entry into the AGM venue and be required to leave the AGM venue.

• (2) All Shareholders, proxies and other attendees are required to complete and submit at the entrance of the AGM venue a declaration form confirming their names and contact details, and confirming that they have not travelled outside of Hong Kong, or to their best of knowledge had physical contact with any person who has recently travelled outside of Hong Kong at any time in the preceding 21 days. Any person who does not comply with this requirement may be denied entry into the AGM venue or be required to leave the AGM venue.

• (3) All attendees will be required to wear surgical face masks before they are permitted to attend, and during their attendance of, the AGM. Please note that no masks will be provided at the AGM and attendees should wear their own masks.

• (4) No refreshments or drinks will be served.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM. The Company will monitor the development of COVID-19 situation and relevant guidance release by the Hong Kong Government from time to time, and may change the precautionary measures for the AGM as appropriate.

In the interest of all stakeholders’ health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting instead of attending the meeting in person.

If Shareholders have any questions relating to the AGM, please contact Tricor Investor Services Limited, the Company’s Hong Kong branch Share Registrar as follows:

Tricor Investor Services Limited

Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (and with effect from 15 August 2022 onwards, at 17th Floor, Far East Finance Centre, No. 16 Harcourt Road, Hong Kong) Email: is-enquiries@hk.tricorglobal.com Tel: (852) 2980 1333 Fax: (852) 2810 8185

– 4 –

LETTER FROM THE BOARD

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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)

Board of Directors:

Executive Directors: Mr. Yip Mow Lum (Chairman) Mr. Hui Yik Bun (CEO) Mr. Chan Wing Shing, Wilson

Independent Non-executive Directors: Mr. Yu Yun Kong Mr. Szeto Wai Sun Mr. Ling Kwok Fai, Joseph

Registered Office:

P.O. Box 31119 Grand Pavilion, Hibiscus Way 802 West Bay Road Grand Cayman KY1-1205 Cayman Islands

Head Office and Principal Place of Business: 10th Floor and 23rd Floor Wing On House 71 Des Voeux Road Central Central, Hong Kong

18 July 2022

Dear Shareholders,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, FINAL DIVIDEND, RE-ELECTION OF DIRECTORS, PROPOSED ADOPTION OF AMENDED MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM regarding the (i) granting to the Board of Directors a general mandate to issue additional Shares; (ii) granting to the Board of Directors a general mandate for repurchasing Shares; (iii) extending the general mandate to issue additional Shares by adding the number of shares to be repurchased under the general mandate for repurchasing Shares; (iv) payment of final dividend; (v) re-election of Directors; and (vi) proposed adoption of the Amended M&A.

– 5 –

LETTER FROM THE BOARD

GENERAL ISSUE MANDATE TO ISSUE ADDITIONAL SHARES

An ordinary resolution will be proposed at the AGM for the purpose of renewing the existing share issue mandate granted to the Board of Directors to allot, issue and otherwise deal with the Shares. The existing share issue mandate will expire at the conclusion of the AGM. The share issue mandate is subject to a limit equal to 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing the resolution.

Subject to the passing of the relevant ordinary resolution and on the basis that no further shares are issued or repurchased prior to the AGM, the Company will be allowed under the issue mandate to issue a maximum of 339,459,261 shares. The granting will ensure flexibility and discretion to the Board of Directors in the event it becomes desirable to issue any shares of the Company.

GENERAL MANDATE FOR REPURCHASE OF SHARES

The repurchase resolution will be proposed for the purpose of renewing the existing Repurchase Mandate granted to the Board of Directors to repurchase Shares. The existing Repurchase Mandate will expire at the conclusion of the AGM. The Repurchase Mandate is subject to a limit equal to 10% of the issued and fully paid up share capital of the Company as at the date of passing the resolution. An explanatory statement to the Repurchase Mandate is set out in Appendix I to this circular.

GENERAL MANDATE TO EXTEND TO ISSUE SHARES

Subject to the passing at the AGM of the proposed resolutions regarding the share issue mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the AGM to approve the extension of the 20% share issue mandate by adding to the share issue mandate the number of shares that may be repurchased under the Repurchase Mandate.

Shareholders are referred to the AGM notice herein for details of the resolutions. With reference to these resolutions, the Board of Directors wishes to state that it has no immediate plans to repurchase any Shares or to issue any new Shares pursuant to the relevant mandates.

RE-ELECTION OF THE RETIRING DIRECTORS

In accordance with Article 108 of the Articles of Association, two Directors, namely, Mr. Hui Yik Bun and Mr. Ling Kwok Fai, Joseph shall retire by rotation from office as Directors at the AGM and, being eligible, will offer themselves for re-election.

– 6 –

LETTER FROM THE BOARD

Mr. Ling Kwok Fai, Joseph has served as an Independent Non-executive Director for more than 11 years since 4 August 2010. Pursuant to code provision A.4.3 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules, (a) having served the company for more than 9 years could be relevant to the determination of a non-executive director’s independence; and (b) if an independent non-executive director has served more than 9 years, his further appointment should be subject to a separate resolution to be approved by Shareholders. Throughout his directorship with the Company, he has not engaged in any executive management of the Group. He made objective judgement and contributed to the Board with his valuable experience for promoting the best interests of the Company and the Shareholders. Taking into consideration of the aforesaid factors and the confirmation of independence received from Mr. Ling based on the independence criteria set out in Rule 3.13 of the Listing Rules, the Nomination Committee of the Company considers Mr. Ling to be independent and has the required integrity, skills and experience to continue to assume the role of an Independent Non-executive Director. Accordingly, with the recommendation of the Nomination Committee of the Company, the Board has proposed that Mr. Ling will be subject to retirement by rotation and re-election by way of a separate resolution to be approved by the Shareholders at the AGM.

The re-election of the retiring Directors will be individually and separately voted on by the Shareholders. Details of the above retiring Directors which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

LENGTH OF TENURE OF INDEPENDENT NON-EXECUTIVE DIRECTORS

All of the independent non-executive Directors have served more than nine years on the Board. According to code provision B.2.4(a) of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules, where all the independent non-executive directors of an issuer have served more than nine years on the board, the issuer should disclose the length of tenure of each existing independent non-executive director on a named basis.

Mr. Yu Yun Kong was appointed as independent non-executive Director since 4 August 2010 and has been serving the Company for more than 11 years.

Mr. Szeto Wai Sun was appointed as independent non-executive Director since 4 August 2010 and has been serving the Company for more than 11 years.

Mr. Ling Kwok Fai, Joseph was appointed as independent non-executive Director since 4 August 2010 and has been serving the Company for more than 11 years.

– 7 –

LETTER FROM THE BOARD

PROPOSED ADOPTION OF THE AMENDED M&A

As disclosed in the announcement of the Company dated 8 July 2022, the Board proposes to amend the Existing M&A, among others, (i) to conform to the amended Appendix 3 to the Listing Rules which came into effect on 1 January 2022 and applicable laws of the Cayman Islands; and (ii) to make other house-keeping amendments to the Existing M&A for the purpose of clarifying existing practices and making consequential amendments in line with the proposed amendments. The Board proposes that the Company adopts the Amended M&A in substitution for, and to the exclusion of, the Existing M&A.

The major proposed Amendments are set out below:

1. to provide for the Shareholders right to speak and vote at a general meeting except where a Shareholder is required by the Listing Rules to abstain from voting to approve the matter under consideration;

2. to clarify that every Shareholder being a corporation may appoint a representative to attend and vote at general meetings and shall accordingly be treated as being present at such meeting in person;

3. to provide for the Shareholders’ right to appoint, remove and fix the remuneration of the auditor of the Company by ordinary resolution;

4. to provide that, unless otherwise determined by the Board, the financial year end of the Company shall be 31 March in each year; and

5. other amendments to better align with the wordings in the Listing Rules, the applicable laws of the Cayman Islands and the relevant provisions in the Existing M&A.

Please refer to the Appendix III to this circular for details of the changes to the Existing M&A brought about by the adoption of the Amended M&A. Shareholders are advised that the proposed Amendments are prepared in English and the Chinese translation is for reference only. In case there are any inconsistencies between the English version and the Chinese version of the proposed Amendments, the English version shall prevail.

The legal advisers to the Company as to Hong Kong laws and Cayman Islands laws have respectively confirmed that the proposed Amended M&A conform with the applicable requirements under the Listing Rules and do not contravene the applicable laws of the Cayman Islands. The Company confirms that there is nothing unusual about the proposed Amended M&A for a Cayman Islands company listed on the Stock Exchange.

– 8 –

LETTER FROM THE BOARD

The proposed adoption of and coming into effect of the Amended M&A is subject to the approval of the Shareholders by way of a special resolution at the AGM.

ANNUAL GENERAL MEETING

A notice convening the AGM to be held on Friday, 19 August 2022 is set out on pages 33 to 38 of this circular.

PROXY ARRANGEMENT

A form of proxy for use at the AGM is enclosed with this circular. To be valid, the form of proxy must be completed and deposited in accordance with the instructions printed thereon with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM.

VOTING BY POLL

According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

An announcement will be published by the Company on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.bsgroup.com.hk) as soon as possible after the conclusion of the AGM to inform the Shareholders of the voting results of the AGM.

FINAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS

The Board recommended the payment of a final dividend of 10.00 HK cents per Share for the year ended 31 March 2022 subject to Shareholders’ approval at the AGM.

The register of members of the Company will be closed, for the purpose of determining Shareholders’ entitlement to attend and vote at the AGM, from Monday, 15 August 2022 to Friday, 19 August 2022 (both days inclusive), during this period no transfer of Shares will be registered. In order to attend and vote at the AGM, Shareholders should ensure that all transfer documents,

– 9 –

LETTER FROM THE BOARD

accompanied by the relevant share certificates, are lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration, not later than 4:30 p.m. on Friday, 12 August 2022.

The register of members of the Company will be closed, for the purpose of determining Shareholders’ entitlement to the proposed final dividend, from Thursday, 25 August 2022 to Friday, 26 August 2022 (both days inclusive), during this period no transfer of Shares will be registered. In order to qualify for the proposed final dividend, Shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (and with effect from 15 August 2022 onwards, at 17th Floor, Far East Finance Centre, No. 16 Harcourt Road, Hong Kong) for registration, not later than 4:30 p.m. on Wednesday, 24 August 2022.

RECOMMENDATION

No Shareholder is required to abstain from voting in respect of any of the resolutions to be proposed at the AGM.

The Board of Directors considers that the proposals for share issue mandate; Repurchase Mandate; the extension of share issue mandate; payment of final dividend; the re-election of Directors; and proposed adoption of the Amended M&A of the Company, among others, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board of Directors recommends that all the Shareholders should vote in favour of these resolutions as set out in the AGM notice to be proposed at the AGM.

Yours faithfully,

For and on behalf of the Board

Bright Smart Securities & Commodities Group Limited

Hui Yik Bun

Executive Director & Chief Executive Officer

– 10 –

EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide you with the information necessary for your consideration of the Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,697,296,308 Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares would be issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 169,729,630 Shares (representing 10% of the issued share capital of the Company as at the Latest Practicable Date).

REASONS FOR REPURCHASES

Although the Board of Directors has no present intention of repurchasing any Shares, it believes that the flexibility afforded by the repurchase proposal would be beneficial to the Company and its Shareholders as a whole. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share of the Company and will only be made when the Board of Directors believes that such repurchase will benefit the Company and its Shareholders as a whole.

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association and the laws of the Cayman Islands. The Board of Directors proposes that such repurchases of Shares would be appropriately financed by the Company’s internal resources and/or available banking facilities. There might be material adverse impact on the working capital or gearing position of the Company in the event that the repurchase proposal was to be carried out in full at any time during the proposed repurchase period as compared with the position as disclosed in the latest published audited financial statements of the Company for the year ended 31 March 2022. However, the Board of Directors does not propose to exercise the repurchase proposal to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing ratios which in the opinion of the Board of Directors is from time to time appropriate for the Company.

– 11 –

EXPLANATORY STATEMENT

APPENDIX I

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months and up to the Latest Practicable Date were as follows:

	Price per Share	Price per Share
	Highest	Lowest
	HK$	HK$
2021
July	2.03	1.68
August	1.88	1.55
September	1.68	1.41
October	1.71	1.39
November	1.64	1.46
December	1.51	1.38
2022
January	1.48	1.39
February	1.57	1.42
March	1.45	1.16
April	1.52	1.32
May	1.43	1.30
June	1.48	1.38
July (up to the Latest Practicable Date)	1.41	1.37

UNDERTAKING

The Board of Directors has undertaken to the Stock Exchange that, so far as the same may be applicable, it will exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands and in accordance with the regulations set out in the Memorandum and Articles of Association of the Company.

None of the Directors and, to the best of their knowledge having made all reasonable inquiries, their close associates (as defined in the Listing Rules), have any present intention, if the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.

– 12 –

EXPLANATORY STATEMENT

APPENDIX I

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company nor have they undertaken not to sell any Shares to the Company in the event that the Repurchase Mandate is granted by the Shareholders.

EFFECT OF THE TAKEOVERS CODE

If, as a result of a share repurchase a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning of the Takeovers Code) depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Board of Directors, Mr. Yip Mow Lum, the Chairman of the Board and Executive Director, was interested in 1,083,776,280 Shares (183,776,280 Shares were held personally by him and 900,000,000 Shares were held by New Charming Holdings Limited, a company wholly owned by him), representing approximately 63.85% of the issued share capital of the Company.

Assuming no issue of Shares and repurchase of Shares between the Latest Practicable Date and the AGM, and the Repurchase Mandate would have been approved by the Shareholders, in the event that the Repurchase Mandate is exercised in full, the controlling interest of Mr. Yip will be increased from approximately 63.85% to approximately 70.95%. In the opinion of the Board of Directors, such increase may not give rise to an obligation for Mr. Yip to make a mandatory offer under Rule 26 of the Takeovers Code. The Board of Directors does not have any intention to exercise its power to repurchase the Shares to the extent that will result in the public float of the Company falling below 25%.

The Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchases of Shares pursuant to the Repurchase Mandate.

SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of the Shares had been made by the Company (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

– 13 –

APPENDIX II BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The biographical details of the retiring Directors:

1. Mr. Hui Yik Bun, Executive Director and Chief Executive Officer (Appointed as an Executive Director and Co-Chief Executive Officer on 5 October 2015 and re-designated as Chief Executive Officer on 31 May 2016)

Mr. Hui, aged 48, is an Executive Director and the Chief Executive Officer of the Company. He is responsible for overall business development, operations and management of the Group. He is also the chairman of the Environmental, Social and Governance Committee and a member of the Risk Management Committee, and a director of certain subsidiaries of the Group. He has over 28 years of experience in securities and futures businesses, and has worked in a number of securities firms. Mr. Hui has expertise in brokerage operations, sales management and market operations of securities and futures businesses, particularly with over 18 years of experience in frontline management. Mr. Hui is also a responsible officer recognised by the SFC for engaging in the Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), Type 5 (advising on futures contracts), Type 7 (providing automated trading services) and Type 9 (asset management) regulated activities.

Mr. Hui has entered into a service agreement with the Company for an initial term of three years commencing from 5 October 2015, which is automatically renewable for successive terms of one year each, which may be terminated by either party furnishing a prior written notice of not less than three months and in any event Mr. Hui shall be subject to retirement by rotation and re-election at annual general meetings pursuant to the Articles of Association. He received remuneration of HK$6,358,000 for the financial year ended 31 March 2022. His remuneration was determined by the Board on recommendation of the Remuneration Committee of the Company and by reference to his duties, responsibilities and experience, as well as the Company’s remuneration policy and prevailing market situation.

Mr. Hui did not hold any other directorship in any public companies listed in or outside Hong Kong and did not have any other major appointments or professional qualifications in the past three years. Mr. Hui does not have any relationships with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Hui was interested in 600,000 Shares, representing approximately 0.03% of the issued share capital of the Company. Save as disclosed above, he does not have any interest in the Shares, underlying Shares or debentures of the Company within the meaning of Part XV of the SFO. Mr. Hui has not been involved in any of the matters referred to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that needs to be brought to the attention of the Shareholders.

– 14 –

APPENDIX II

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

2. Mr. Ling Kwok Fai, Joseph, Independent Non-executive Director

(Appointed on 4 August 2010)

Mr. Ling, aged 66, is an Independent Non-executive Director, a member of the Audit Committee, the Nomination Committee, the Remuneration Committee, the Risk Management Committee, and the Environmental, Social and Governance Committee of the Company. Mr. Ling has over 25 years’ experience in accounting, finance and administration and has been a director and the company secretary of a charitable organisation since 2004. Mr. Ling has been an independent non-executive director of Pangaea Connectivity Technology Limited (a company of which its shares are listed on The Stock Exchange of Hong Kong Limited, Stock Code: 1473) since January 2021. Mr. Ling joined Midland Realty (Holdings) Limited in 1990 and was the executive director when he left the company in 1997. Prior to that, he was a controller of Hong Kong Telephone Company Limited and had also worked at Chase Manhattan Bank and the First National Bank of Boston in accounting field. Mr. Ling is an associate member of The Chartered Governance Institute and The Hong Kong Chartered Governance Institute (formerly The Hong Kong Institute of Chartered Secretaries), holding Chartered Secretary and Chartered Governance Professional dual designations.

Mr. Ling has renewed his appointment with the Company for a term of one year with effect from 25 August 2013, which is automatically renewable for one successive year, and will continue thereafter unless and until terminated by either party by giving the other party a three months’ prior notice in writing. In any event, Mr. Ling shall be subject to retirement by rotation and re-election at annual general meetings pursuant to the Articles of Association. He received remuneration of HK$194,000 for the financial year ended 31 March 2022. His remuneration was determined by the Board on recommendation of the Remuneration Committee of the Company and by reference to his duties, responsibilities and experience, as well as the Company’s remuneration policy and prevailing market situation.

Save as disclosed above, Mr. Ling did not hold any directorship in any other public companies listed in or outside Hong Kong and did not have any other major appointments or professional qualifications in the past three years. He does not have any relationships with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Ling was interested in 210,700 Shares, representing approximately 0.01% of the issued share capital of the Company. Save as disclosed above, he does not have any other interest in the Shares, underlying Shares or debentures of the Company within the meaning of Part XV of the SFO. Mr. Ling has not been involved in any of the matters referred to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that needs to be brought to the attention of the Shareholders.

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APPENDIX III

The following are the changes to the Existing M&A introduced by the Amended M&A. Unless otherwise specified clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the Amended M&A. The insertions proposed to be made are in bold and underlined, and proposed deletions are denoted by strikethroughs.

	**Provisions in **	the Amended M&A (showing changes to the Existing M&A)	the Amended M&A (showing changes to the Existing M&A)
	Clause No.	Amended Memorandum of Association
	Immediately	THE COMPANIES ~~LAW A~~CT (~~2009 Revision~~AS REVISED)
	preceding	EXEMPTED COMPANY LIMITED BY SHARES
	Clause 1
		SECOND AMENDED AND RESTATED
		MEMORANDUM OF ASSOCIATION
		OF
		Bright Smart Securities & Commodities Group Limited
		耀才證券金融集團有公司
		(the “Company”)
		(Adopted by a Special Resolution passed on [19 August 2022]~~4 August 2010~~)
	Clause 5	If the Company is registered as an exempted company as defined in the Cayman
		Islands Companies ~~Law~~Act, it shall have the power, subject to the provisions of
		the Cayman Islands Companies ~~Law~~Act and with the approval of a special
		resolution, to continue as a body incorporated under the laws of any jurisdiction
		outside the Cayman Islands and to be de-registered in the Cayman Islands.
	Clause 7	The authorised share capital of the Company is HK$~~600~~3,000,000,000 consisting
		of ~~2~~10,000,000,000 shares of par value HK$0.30 each with the power for the
		Company to increase or reduce the said capital	and to issue any part of its
		capital, original or increased, with or without any	preference, priority or special
		privilege or subject to any postponement of rights or to any conditions or
		restrictions; and so that, unless the condition of issue shall otherwise expressly
		declare, every issue of shares, whether declared to be preference or otherwise,
		shall be subject to the power hereinbefore contained.

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APPENDIX III

	Article No.	**Amended Articles **	**Amended Articles **	**Amended Articles **	of Association
	Immediately		THE COMPANIES ~~LAW A~~CT (~~2009 Revision~~AS REVISED)
	preceding		EXEMPTED COMPANY LIMITED BY SHARES
	Article 1				SECOND AMENDED AND RESTATED
					ARTICLES OF ASSOCIATION
					OF
			Bright Smart Securities & Commodities Group Limited
					耀才證券金融集團有公司
		(adopted by a Special Resolution passed on [19 August 2022]~~4 August 2010~~)
	Article 1	(a)	Table “A” of		the Companies ~~Law A~~ct (~~2009 Revision~~as revised) shall	not
			apply to the	Company.
		(b)	Any marginal		notes, titles or lead in references to Articles and the index of
			the Memorandum and Articles of Association shall not form part of			the
			Memorandum		or Articles of Association and shall not affect their
			interpretation.		In interpreting these Articles of Association, unless there	be
			something in the subject or context inconsistent therewith:
			“Clearing House” means a clearing house recognized by the laws of
					the jurisdiction in which the Shares of	the
					Company are listed or quoted with the permission
					of the Company on a stock exchange in such
					jurisdiction, including in the case of	the
					Company, the HKSCC;
			“Companies	~~Law~~Act” means the Companies ~~Law A~~ct (~~2009 Revision~~as
					revised) of the Cayman Islands as amended from
					time to time and every other act, order regulation
					or other instrument having statutory effect	(as
					amended from time to time) for the time being in
					force in the Cayman Islands applying to	or
					affecting the Company, the Memorandum	of
					Association and/or the Articles of Association;

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APPENDIX III

“Companies Ordinance” “HKSCC” “Holding Company” “Registered Office”	means the Companies Ordinance, Cap. ~~32 ~~ the Laws of Hong Kong as amended from time; shall have the meaning as defined in the	means the Companies Ordinance, Cap. ~~32 ~~ the Laws of Hong Kong as amended from time; shall have the meaning as defined in the	622 of time to Listing
	Rules; has the meaning ascribed to it ~~by Section 2 of~~in the Companies Ordinance; means the registered office of the Company for the time being as required by the Companies ~~Law~~Act;	~~bSti~~

In these Articles, unless there be something in the subject or context inconsistent herewith:

(iii) subject to the foregoing provisions of this Article, any words or expressions defined in the Companies ~~Law A~~ ct (except any statutory modification thereof not in force when these Articles become binding on the Company) shall bear the same meaning in these Articles, save that “company” shall where the context permits include any company incorporated in the Cayman Islands or elsewhere; and

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APPENDIX III

	Article	3	SHARES, WARRANTS AND ~~MODIFICATION V~~ARIATION OF RIGHTS	SHARES, WARRANTS AND ~~MODIFICATION V~~ARIATION OF RIGHTS	SHARES, WARRANTS AND ~~MODIFICATION V~~ARIATION OF RIGHTS	SHARES, WARRANTS AND ~~MODIFICATION V~~ARIATION OF RIGHTS
	Article	5	(a) If at any time the share capital of the Company is			divided into different
			classes of Shares, all or any of the		special rights	attached to any class
			(unless otherwise provided for by the		terms of issue of the Shares of that
			class) may, subject to the provisions of the Companies ~~Law~~Act, be varied or
			abrogated either	with the consent in writing of the holders of not less than
			3/4 ~~in nominal value ~~of the ~~issued Shares~~voting rights of the Shareholders
			of that class or	with the sanction of a Special Resolution passed at a
			separate general meeting of the holders of the Shares			of that class. To every
			such separate general meeting the provisions of these Articles relating to
			general meetings shall mutatis mutandis apply, but			so that the necessary
			quorum ~~(other than at an adjourned ~~		~~meeting) ~~shall be ~~not less than 2~~
			~~persons holding~~Shareholders (or, in		the case of a	Shareholder being a
			corporation, by	its duly authorised	representative) ~~or representing by~~
			~~proxyo~~f at least one-third ~~in nominal value ~~of the issued Shares of that class
			present in person or by proxy, who shall be entitled			to one vote for every
			such Share held by him~~, that the quorum for any meeting adjourned shall be~~
			~~2 Shareholders present in person (or in the case of the Shareholder being a~~
			~~corporation, by its duly authorised representative) or by proxy (whatever the~~
			~~number of Shares held by them) and that any holder ~~			~~of Shares of the class~~
			~~present in person (or in the case of the Shareholder being a corporation, by~~
			~~its duly authorised representative) or by proxy may demand a poll~~.
	Article	6	The authorised share	capital of the Company on the date of adoption of these
			Articles is HK$~~6~~3,000,000,000 consisting of ~~2~~10,000,000,000 Shares of par value
			HK$0.30 each.
	Article	8	Any new Shares shall	be issued upon such	terms and conditions and with such
			rights, privileges or restrictions attached thereto as the general meeting resolving
			upon the creation thereof shall direct, and if no direction be given, subject to the
			provisions of the Companies ~~Law A~~ct and		of these Articles, as the Board shall
			determine; and in particular such Shares may be issued			with a preferential or
			qualified right to participate in Dividends and in the distribution of assets of the
			Company and with a special right or without any right of voting.

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APPENDIX III

• Article 11 (a) All unissued Shares and other securities of the Company shall be at the disposal of the Board and it may offer, allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times, for such consideration and generally on such terms (subject to Article 9) as it in its absolute discretion thinks fit, but so that no Shares shall be issued at a discount. The Board shall, as regards any offer or allotment of Shares, comply with the provisions of the Companies ~~Law~~ Act, if and so far as such provisions may be applicable thereto.

• Article 12 (a) The Company may at any time pay commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any Shares or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any Shares, but so that the conditions and requirements of the Companies ~~Law A~~ ct shall be observed and complied with, and in each case the commission shall not exceed 10% of the price at which the Shares are issued.

• (b) If any Shares are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable within a period of one year, the Company may pay interest on so much of that share capital as is for the time being paid up for the period and, subject to any conditions and restrictions mentioned in the Companies ~~Law~~ Act, may charge the sum so paid by way of interest to capital as part of the cost of construction of the works or buildings, or the provisions of the plant.

• Article 13 The Company may from time to time by Ordinary Resolution:

• (d) sub-divide its Shares or any of them into Shares of smaller amount than is fixed by the Memorandum of Association, subject nevertheless to the provisions of the Companies ~~Law~~ Act, and so that the resolution whereby any Share is sub-divided may determine that, as between the holders of the Shares resulting from such sub-division, one or more of the Shares may have any such preferred or other special rights over, or may have such deferred rights or be subject to any such restrictions as compared with the others as the Company has power to attach to unissued or new Shares;

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APPENDIX III

Article 15 (a) Subject to the Companies ~~Law~~ Act, or any other law or so far as not prohibited by any law and subject to any rights conferred on the holders of any class of Shares, the Company shall have the power to purchase or otherwise acquire all or any of its own Shares (which expression as used in this Article includes redeemable Shares) provided that the manner of purchase has first been authori ~~z~~ sed by an Ordinary Resolution of the Shareholders, and to purchase or otherwise acquire warrants and other securities for the subscription or purchase of its own Shares, and shares and warrants and other securities for the subscription or purchase of any shares in any company which is its Holding Company and may make payment therefor in any manner authoris ~~z~~ ed or not prohibited by law, including out of capital, or to give, directly or indirectly, by means of a loan, a guarantee, an indemnity, the provision of security or otherwise howsoever, financial assistance for the purpose of or in connection with a purchase or other acquisition made or to be made by any person of any Shares or warrants or other securities in the Company or any company which is a Holding Company of the Company and should the Company purchase or otherwise acquire its own Shares or warrants or other securities neither the Company nor the Board shall be required to select the Shares or warrants or other securities to be purchased or otherwise acquired ratably or in any other manner as between the holders of Shares or warrants or other securities of the same class or as between them and the holders of Shares or warrants or other securities of any other class or in accordance with the rights as to Dividends or capital conferred by any class of Shares provided always that any such purchase or other acquisition or financial assistance shall only be made in accordance with the relevant code, rules or regulations issued from time to time by the HK Stock Exchange and/or the Securities and Futures Commission of Hong Kong from time to time in force. (b) (i) Subject to the provisions of the Companies ~~Law A~~ ct and the Memorandum of Association of the Company, and to any special rights conferred on the holders of any Shares or attaching to any class of Shares, Shares may be issued on the terms that they may, at the option of the Company or the holders thereof, be liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.

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APPENDIX III

• Article 17 (a) The Board shall cause to be kept the Register and there shall be entered therein the particulars required under the Companies ~~Law~~ Act.

• (b) Subject to the provisions of the Companies ~~Law~~ Act, if the Board considers it necessary or appropriate, the Company may establish and maintain a principal or branch register of Shareholders at such location as the Board thinks fit and, during the Relevant Period, the Company shall keep its principal or a branch register of Shareholders in Hong Kong.

• (d) The Register may, after notice has been given by advertisement in a newspaper circulating generally in Hong Kong or where applicable, subject to the Listing Rules, be closed at such time or for such period not exceeding in the whole 30 days in each year as the Board may determine. Any person who seeks to inspect the Register when it is closed may request the Company to issue a certificate signed by the Secretary stating the period for which, and by whose authority, it is closed.

• Article 18 (a) Every person whose name is entered as a Shareholder in the Register shall be entitled without payment to receive within the relevant time limit as prescribed in the Companies ~~Law A~~ ct or as the HK Stock Exchange may from time to time determine, whichever is shorter, after allotment or lodgement of a transfer (or within such other period as the conditions of issue shall provide or is required by the applicable rules of the stock exchange of the Relevant Territory) one certificate for all his Shares, or, if he shall so request, in a case where the allotment or transfer is of a number of Shares in excess of the number for the time being forming a stock exchange board lot for the purposes of the stock exchange of the Relevant Territory on which the Shares are listed upon payment of such sum (in the case of a transfer, not exceeding in the case of any share capital listed on a stock exchange in Hong Kong, HK$2.50 or such other sum as may from time to time be allowed or not prohibited under the Listing Rules, and in the case of any other Shares, such sum in such currency as the Board may from time to time determine to be reasonable in the territory in which the relevant Register is situated, or otherwise such other sum as the Company may by Ordinary Resolution determine) for every certificate after the first as the Board may from time to time determine, such number of certificates for Shares in stock exchange board lots or whole multiples thereof as he shall request and one for the balance (if any) of the Shares in question, provided that in respect of a Share or Shares delivery of a certificate or certificates to one of the joint holders shall be sufficient delivery to all such holders.

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APPENDIX III

	Article	39	Subject to the Companies ~~Law~~Act, all transfers of Shares shall be effected by	Subject to the Companies ~~Law~~Act, all transfers of Shares shall be effected by	Subject to the Companies ~~Law~~Act, all transfers of Shares shall be effected by
			transfer in writing in the usual	or common form or in such other form as the
			Board may accept provided always that it shall		be in such a form prescribed by
			the HK Stock Exchange and may be under hand only or, if the transferor or
			transferee is a Clearing House (or its nominee(s)), under hand or by machine
			imprinted signature or by such	other means	of execution as the Board may
			approve from time to time.
	Article	41	(c) Notwithstanding anything contained in these Articles, the Company shall as
			soon as practicable and on	a regular basis record in the principal Register
			all removals of Shares effected on any branch Register and shall at all times
			maintain the principal Register and all branch Registers in all respects in
			accordance with the Companies ~~Law~~Act.
	Article	62	At all times during the Relevant Period ~~other ~~		~~than the year of the Company’s~~
			~~adoption of these Articles~~, the	Company shall in each year hold a general
			meeting as its annual general meeting within		six Months after the end of its
			financial year in addition to any	other meeting	in that year and shall specify the
			meeting as such in the notice calling it~~; and not more than 15 Months (or such~~
			~~longer period as may be authorised by the HK Stock Exchange) shall elapse~~
			~~between the date of one annual general meeting of the Company and that of the~~
			~~next~~. The annual general meeting shall be held in the Relevant Territory or
			elsewhere as may be determined	by the Board and at such time and place as the
			Board shall appoint. A meeting of the Shareholders or any class thereof may be
			held by means of such telephone, electronic or		other communication facilities as
			permit all persons participating in the meeting		to communicate with each other
			simultaneously and instantaneously, and participation in such a meeting shall
			constitute presence at such meetings.

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APPENDIX III

	Article	64	The Board may, whenever it thinks fit, convene an extraordinary general	The Board may, whenever it thinks fit, convene an extraordinary general	The Board may, whenever it thinks fit, convene an extraordinary general
			meeting. Extraordinary general meetings shall also be convened on the
			requisition of one or more Shareholders holding, at the date of deposit of the
			requisition, not less than one- tenth of	the ~~paid up capital of the Company having~~
			~~the right of ~~voting rights at general meetings, on a one vote per Share basis, in
			the share capital of the Company. Such requisition shall be made in writing to
			the Board or the Secretary for the purpose of requiring an extraordinary general
			meeting to be called by the Board for	the transaction	of any business specified in
			such requisition and the foregoing Shareholders shall be able to add resolutions
			to the meeting agenda. Such meeting shall be held		within 2 Months after the
			deposit of such requisition. If within 21 days of such deposit, the Board fails to
			proceed to convene such meeting, the	requisitionist(s) himself (themselves) may
			do so in the same manner, and all reasonable		expenses incurred by the
			requisitionist(s) as a result of the failure of the Board shall be reimbursed to the
			requisitionist(s) by the Company.
	Article	72	At any general meeting a resolution	put to the vote of the meeting shall be
			decided on a show of hands unless a poll is (before		or on the declaration of the
			result of the show of hands or on the withdrawal of any other demand for a poll)
			demanded or otherwise required under the Listing Rules. A poll may be
			demanded by:
			(c) any Shareholder or Shareholders present in person (or, in the case of a
			Shareholder being a corporation,	by its duly authorised representative) or by
			proxy and representing not less than one-tenth of the total voting rights, on
			a one vote per Share basis, of all the Shareholders having the right to vote
			at the meeting; or
	Article	79B	Shareholders shall have the right to (a) speak at a general meeting; and (b) vote
			at a general meeting except where a Shareholder		is required, by the Listing
			Rules, to abstain from voting to approve the matter under consideration.

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APPENDIX III

	Article	92	(a) Every Shareholder being a corporation shall be entitled to appoint a	(a) Every Shareholder being a corporation shall be entitled to appoint a	(a) Every Shareholder being a corporation shall be entitled to appoint a	(a) Every Shareholder being a corporation shall be entitled to appoint a
			representative to attend and vote at any general meeting and, where a
			corporation is so represented, it shall be treated as being			present at any
			meeting in person. A corporation may execute a form of proxy under the
			hand of a	duly authorised officer. Any corporation which is a Shareholder
			may, by resolution of its directors or other governing body			or by power of
			attorney, appoint and authorise such person as it thinks fit to act as its
			representative, attend and vote at any general meeting of the Company or
			meeting of any class of Shareholders of the Company. Such representative~~,~~
			~~and the person so authorised ~~shall be treated as being			present at any
			meeting in person and entitled to exercise the same rights			and powers on
			behalf of	the corporation which he represents as that corporation could
			exercise if	it were an individual Shareholder	of the Company. References in
			these Articles to a Shareholder present in person at a meeting shall, unless
			the context otherwise requires, include a corporation which is a Shareholder
			represented at the meeting by such duly authorised representative.
			(b) Where a Shareholder is a Clearing House (or its nominee(s)), it may
			(subject to	Article 93) authorise such person or persons as it		thinks fit to act
			as its representative or representatives at any		meeting of the Company or at
			any meeting of any class of Shareholders or at any meeting			of the creditors
			of the Company provided that if more than one person is so authorised, the
			authorisation shall specify the number and		class of Shares in respect of
			which each such representative is so authorised. A person so authorised
			pursuant to the provisions of this Article shall be entitled			to exercise the
			same rights and powers on behalf of the Clearing House (or its nominee(s))
			which he	represents as that Clearing House (or its nominee(s)) could
			exercise as if such person were an individual Shareholder, including the
			right to speak and vote individually on a show of hands.
	Article	96	The number of Directors shall not be less than two (2). The Company shall keep
			at its Registered Office a register of its directors and officers in accordance with
			the Companies ~~Law~~Act.
	Article	104	(b) Except as	would, if the Company were a company incorporated in Hong
			Kong, be permitted by Section ~~157H ~~500 of the Companies			Ordinance as in
			force at the date of adoption of these Articles, and except as permitted
			under the Companies ~~Law~~Act, the Company shall not directly or indirectly:

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APPENDIX III

	Article	112 The Board shall have	power from time to	time and at any time to appoint any	time and at any time to appoint any
		person as a Director either to fill a casual		vacancy or as	an additional Director
		but so that the number of Directors so appointed shall not exceed the maximum
		number determined from time to time by		the Shareholders in general meeting.
		Any Director appointed by the Board to fill a casual vacancy or as an addition to
		the existing Board shall hold office only until the first annual general meeting of
		the Company after his appointment and shall be subject			to re-election at such
		meeting. ~~Any Director appointed by the Board as an addition to the existing~~
		~~Board shall hold office only until the next ~~		~~following annual general meeting of~~
		~~the Company and shall then be eligible for ~~		~~re-election.~~
	Article	116 The Board may raise or secure the payment		or repayment of such sum or sums in
		such manner and upon such terms and conditions in all respects as it thinks fit
		and in particular but subject to the provisions of the Companies ~~Law~~Act, by the
		issue of debentures, debenture stock, bonds or other securities of the Company,
		whether outright or as	collateral security for any debt, liability or obligation of
		the Company or of any third party.
	Article	119 The Directors shall cause a proper register to be kept, in accordance with the
		provisions of the Companies ~~Law~~Act, of all mortgages and charges specifically
		affecting the property of the Company		and shall duly comply with such
		provisions of the Companies ~~Law A~~ct		with regard to the registration of
		mortgages and charges	as may be specified	or required.
	Article	127 The business of the Company shall be managed by the Board who, in addition to
		the powers and authorities by these Articles expressly conferred upon it, may
		exercise all such powers and do all such acts and things as may be exercised or
		done or approved by the Company and are		not hereby or by the Companies ~~Law~~
		Act expressly directed	or required to be exercised or done by the Company in
		general meeting, but subject nevertheless to		the provisions	of the Companies ~~Law~~
		Act and of these Articles and to any regulations from time to time made by the
		Company in general meeting not being inconsistent with such provisions or these
		Articles, provided that	no regulation so made shall invalidate any prior act of the
		Board which would have been valid if such regulation had not been made.

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APPENDIX III

	Article	144	The Secretary shall be appointed by the Board for such term, at such
			remuneration and upon such conditions as it may think fit, and any Secretary so
			appointed may, without prejudice to his right under any contract with the
			Company, be removed by the Board. Anything by the Companies ~~Law A~~ct or
			these Articles required or authorised to be done by or to the Secretary, if the
			office is vacant or there is for any other reason no Secretary capable of acting,
			may be done by or to any assistant or deputy Secretary, or if there is no assistant
			or deputy Secretary capable of acting, by or to any officer of the Company
			authorised generally or specifically on behalf of the Board.
	Article	145	The Secretary shall attend all meetings of the Shareholders and shall keep correct
			minutes of such meetings and enter the same in the proper books provided for the
			purpose. He shall perform such other duties as are prescribed by the Companies
			~~Law A~~ct and these Articles, together with such other duties as may from time to
			time be prescribed by the Board.
	Article	146	A provision of the Companies ~~Law A~~ct or of these Articles requiring or
			authorising a thing to be done by or to a Director and the Secretary shall not be
			satisfied by its being done by or to the same person acting both as Director and
			as, or in place of the Secretary.
	Article	147	(a) Subject to the Companies ~~Law~~Act, the Company shall have one or more
			Seals as the Board may determine, and may have a Seal for use outside the
			Cayman Islands. The Board shall provide for the safe custody of each Seal,
			and no Seal shall be used without the authority of the Board or a committee
			authorised by the Board in that behalf.

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APPENDIX III

Article 153 (a) The Company in general meeting may, upon the recommendation of the Board, resolve to capitalise any sum standing to the credit of any of the Company’s reserve accounts which are available for distribution (including its share premium account and capital redemption reserve fund, subject to the Companies ~~Law~~ Act) and to appropriate such sums to the holders of Shares on the Register at the close of business on the date of the relevant resolution (or such other date as may be specified therein or determined as provided therein) in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of Dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid.

(b) Subject to the Companies ~~Law~~ Act, whenever such a resolution as aforesaid shall have been passed, the Board shall make all appropriations and applications of the reserves or profits and undivided profits resolved to be capitalised thereby, and attend to all allotments and issues of fully paid Shares, debentures, or other securities and generally shall do all acts and things required to give effect thereto. For the purpose of giving effect to any resolution under this Article, the Board may settle any difficulty which may arise in regard to a capitalisation issue as it thinks fit, and in particular may disregard fractional entitlements or round the same up or down and may determine that cash payments shall be made to any Shareholders in lieu of fractional entitlements or that fractions of such value as the Board may determine may be disregarded in order to adjust the rights of all parties or that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the Shareholders concerned, and no Shareholders who are affected thereby shall be deemed to be, and they shall be deemed not to be, a separate class of Shareholders by reason only of the exercise of this power. The Board may authorise any person to enter on behalf of all Shareholders interested in a capitalisation issue any agreement with the Company or other(s) providing for such capitalisation and matters in connection therewith and any agreement made under such authority shall be effective and binding upon all concerned. Without limiting the generality of the foregoing, any such agreement may provide for the acceptance by such persons of the Shares, debentures or other securities to be allotted and distributed to them respectively in satisfaction of their claims in respect of the sum so capitalised.

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CHANGES BROUGHT BY THE AMENDED M&A

APPENDIX III

	Article	154	Subject to the Companies ~~Law A~~ct and these Articles, the Company in general	Subject to the Companies ~~Law A~~ct and these Articles, the Company in general	Subject to the Companies ~~Law A~~ct and these Articles, the Company in general
			meeting may declare Dividends in any currency but no Dividends shall exceed
			the amount recommended by the Board.
	Article	156	(a) No Dividend shall be declared or paid or shall be made otherwise than in
			accordance with the Companies ~~Law~~Act.
			(b) Subject to the provisions of the Companies ~~Law A~~ct but without prejudice
			to paragraph (a) of this Article, where any asset, business or property is
			bought by the Company as from a past date (whether		such date be before or
			after the incorporation of the Company) the profits		and losses thereof as
			from such date may at the discretion	of the Board in whole or in part be
			carried to revenue account and treated for all purposes as profits or losses
			of the Company, and be available for Dividend accordingly. Subject as
			aforesaid, if any Shares or securities are purchased cum Dividend or
			interest, such Dividend or interest may at the discretion of the Board be
			treated as revenue, and it shall not be obligatory to		capitalise the same or
			any part thereof or to apply the same	towards reduction of or writing down
			the book cost of the asset, business or	property acquired.
	Article	171	The Board shall make or cause to be made such annual or		other returns or filings
			as may be required to be made in accordance with the Companies ~~Law~~Act.
	Article	172	The Board shall cause proper books of account to be kept		of the sums of money
			received and expended by the Company, and the matters in respect of which such
			receipts and expenditure take place; and	of the assets	and liabilities of the
			Company and of all other matters required	by the Companies ~~Law A~~ct necessary
			to give a true and fair view of the state of the Company’s affairs and to show and
			explain its transactions.
	Article	174	No Shareholder (not being a Director) or	other person shall have any right of
			inspecting any account or book or document of the Company except as conferred
			by the Companies ~~Law A~~ct or ordered by	a court of competent jurisdiction or
			authorised by the Board or the Company in general meeting.

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CHANGES BROUGHT BY THE AMENDED M&A

APPENDIX III

	Article	176	(a)	The Company shall at each annual	The Company shall at each annual	general meeting, by Ordinary Resolution,	general meeting, by Ordinary Resolution,
				appoint one or more	firms of auditors to hold office until the conclusion of
				the next annual general meeting on			such terms and with such duties as may
				be agreed with the Board, but if an		appointment is not made, the Auditors in
				office shall continue in office until a successor is appointed. A Director,
				officer or employee of any such Director, officer or employee shall not be
				appointed Auditors of the Company. The Board may fill any casual vacancy
				in the office of Auditors, but while any such vacancy continues the
				surviving or continuing Auditors (if any) may act. ~~The remuneration of the~~
				~~Auditors shall be fixed by or on the authority of the Company in the annual~~
				~~general meeting except that in any ~~			~~particular year the Company in general~~
				~~meeting may delegate the fixing of ~~			~~such remuneration to the Board and the~~
				~~remuneration of any ~~	~~Auditors appointed to fill any casual vacancy may be~~
				~~fixed by the Board.~~
			(b)	The Shareholders may, at any general meeting convened and held in
				accordance with these Articles, remove the Auditors by ~~Special ~~Ordinary
				Resolutions at any time before the		expiration of the term of office and shall,
				by Ordinary Resolution, at that meeting appoint new auditors in its place
				for the remainder of	the term.
			(c)	The appointment, removal and remuneration of the Auditors must be
				approved by a majority of the Shareholders in general meeting or by other
				body that is independent of the Board.

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CHANGES BROUGHT BY THE AMENDED M&A

APPENDIX III

	Article	180	(A)	(i)	Except where otherwise expressly stated, any notice or document to be
					given to or by any person pursuant to these Articles shall be in writing
					or, to the extent permitted by the Companies ~~Law A~~ct and the Listing
					Rules from time to time and subject to this Article, contained in an
					electronic communication. A notice calling a meeting of the Board
					need not be in writing.
				(ii)	Except where otherwise expressly stated, any notice or document to be
					given to or by any person pursuant to these Articles (including any
					corporate communications within the meaning ascribed thereto under
					the Listing Rules) may be served on or delivered to any Shareholder
					either personally or by sending it through the post in a prepaid
					envelope or wrapper addressed to such Shareholder at his registered
					address as appearing in the register or by leaving it at that address
					addressed to the Shareholder or by any other means authorised in
					writing by the Shareholder concerned or (other than share certificate)
					by publishing it by way of advertisement in the Newspapers. In case of
					joint holders of a share, all notices shall be given to that one of the
					joint holders whose name stands first in the register and notice so
					given shall be sufficient notice to all the joint holders. Without
					limiting the generality of the foregoing but subject to the Companies
					~~Law A~~ct and the Listing Rules, a notice or document may be served or
					delivered by the Company to any Shareholder by electronic means to
					such address as may from time to time be authorised by the
					Shareholder concerned or by publishing it on a website and notifying
					the Shareholder concerned that it has been so published.

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CHANGES BROUGHT BY THE AMENDED M&A

APPENDIX III

	Article	190	If the Company shall be wound up (in	whatever manner) the liquidator may, with	whatever manner) the liquidator may, with
			the sanction of a Special Resolution and any other sanction required by the
			Companies ~~Law~~Act, divide among the Shareholders in specie or kind the whole
			or any part of the assets of the Company whether the assets shall consist of
			property of one kind or shall consist of		properties of different kinds and the
			liquidator may, for such purpose, set such value as he deems fair upon any one or
			more class or classes of property to be divided as aforesaid and may determine
			how such division shall be carried out as		between the Shareholders or different
			classes of Shareholders and the Shareholders within each class. The liquidator
			may, with the like sanction, vest any part of the assets in trustees upon such
			trusts for the benefit of Shareholders as the liquidator, with the like sanction,
			shall think fit, but so that no Shareholder shall be compelled to accept any Shares
			or other assets upon which there is a liability.
	Article	195	The following provisions shall have effect to the extent that they are not
			prohibited by and are in compliance with the Companies ~~Law~~Act:
	Article	196	The following provisions shall have	effect at any time and from time to time
			provided that they are not prohibited by or inconsistent with the Companies
			~~Law~~Act:
	Article	197	FINANCIAL YEAR
			Unless otherwise determined by the Board, the financial year end of the
			Company shall be 31 March in each year.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [174 x 53] intentionally omitted <==

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 IS HEREBY GIVEN that the Annual General Meeting of Bright Smart Securities & Commodities Group Limited (the “ Company ”) will be held at Mezzanine Floor, Honour House, 375−381 Nathan Road, Kowloon, Hong Kong on Friday, 19 August 2022 at 10:00 a.m. for the purposes of transacting the following business:

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries, the directors’ report and the independent auditor’s report for the year ended 31 March 2022.

2. To declare a final dividend of 10.00 HK cents per share for the year ended 31 March 2022.

3. Each as a separate resolution, to re-elect the following retiring Directors:

4. (a) Mr. Hui Yik Bun as an Executive Director; and

5. (b) Mr. Ling Kwok Fai, Joseph as an Independent Non-executive Director

6. To authorise the Board of Directors to fix the Directors’ remuneration.

7. To re-appoint KPMG as the auditor of the Company and authorise the Board of Directors to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

To consider and, if thought fit, pass the following resolutions, with or without amendments, as Ordinary Resolutions:

6. (A) “ THAT :

• (a) subject to paragraph (c) of this Resolution, the exercise by the Board of Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to issue, allot and deal with additional shares in the Company, and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and any securities which carry rights to subscribe for or are convertible into shares in the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution shall authorise the Board of Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and any securities which carry rights to subscribe for or are convertible into shares in the Company) which would or might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Board of Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any of the warrants or securities which are convertible into shares of the Company; or (iii) an issue of shares in the Company as scrip dividends pursuant to the Articles of Association of the Company from time to time; or (iv) an issue of shares in the Company under any option scheme or similar arrangement for the grant or issue to employees of the Company and/or any of its subsidiaries of shares in the Company or rights to acquire shares in the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or

• (iii) the revocation or variation of the authority given under this Resolution 6(A) by an ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means an offer of shares in the Company, open for a period fixed by the Board of Directors to the holders of shares, whose names appear on the Register of Members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Board of Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

(B) “ THAT :

• (a) subject to paragraph (b) of this Resolution, the exercise by the Board of Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase shares of HK$0.30 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate nominal amount of the shares of the Company to be purchased by the Company pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

• (c) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next Annual General Meeting of the Company;

• (ii) the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held; or

• (iii) the revocation or variation of the authority given under this Resolution 6(B) by an ordinary resolution of the shareholders of the Company in general meeting.”

• (C) “ THAT subject to the passing of the Ordinary Resolutions Nos. 6(A) and 6(B) in the Notice convening this Annual General Meeting, the general mandate granted to the Board of Directors and for the time being in force to exercise the powers of the Company to allot shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby extended by addition thereto of an amount representing the aggregate nominal amount of shares in the share capital of the Company which has been purchased by the Company since the granting of such general mandate pursuant to the exercise by the Board of Directors of the powers of the Company to purchase such shares, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this Resolution.”

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NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

To consider and, if thought fit, pass the following resolution, with or without amendments, as a Special Resolution:

1. “ THAT :

2. (a) the proposed amendments (the “ Proposed Amendments ”) to the existing memorandum and articles of association of the Company (the “ Existing M&A ”), the details of which are set out in the Appendix III to the circular of the Company dated 18 July 2022, be and are hereby approved;

3. (b) the second amended and restated memorandum and articles of association of the Company (the “ Amended M&A ”), which contains all the Proposed Amendments and a copy of which has been produced to this meeting and marked “A” and initialled by the chairman of the meeting, be and is hereby approved and adopted in substitution for and to the exclusion of the Existing M&A with immediate effect; and

4. (c) any director or the company secretary of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of Amended M&A, including without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands and Hong Kong.”

By order of the Board

Bright Smart Securities & Commodities Group Limited Hui Yik Bun

Executive Director & Chief Executive Officer

Hong Kong, 18 July 2022

Notes:

1. All resolutions put to Shareholders at the Annual General Meeting will be voted by poll.

2. Any member entitled to attend and vote at the Annual General Meeting (or at any adjournment thereof) is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company, but must attend the meeting in person in order to represent the member.

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NOTICE OF ANNUAL GENERAL MEETING

1. In order to be valid, the form of proxy and the power of attorney (if any), under which it is signed, or a notarially certified copy thereof, must be lodged at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (and with effect from 15 August 2022 onwards, at 17th Floor, Far East Finance Centre, No. 16 Harcourt Road, Hong Kong) not less than 48 hours before the time appointed for holding the above meeting or any adjournment thereof.

2. The register of members of the Company will be closed, for the purpose of determining Shareholders’ entitlement to attend and vote at the Annual General Meeting, from Monday, 15 August 2022 to Friday, 19 August 2022 (both days inclusive), during this period no transfer of Shares will be registered. In order to attend and vote at the Annual General Meeting, Shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration, not later than 4:30 p.m. on Friday, 12 August 2022.

3. The register of members of the Company will be closed, for the purpose of determining Shareholders’ entitlement to the proposed final dividend, from Thursday, 25 August 2022 to Friday, 26 August 2022 (both days inclusive), during this period no transfer of Shares will be registered. In order to qualify for the proposed final dividend, Shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (and with effect from 15 August 2022 onwards, at 17th Floor, Far East Finance Centre, No. 16 Harcourt Road, Hong Kong) for registration, not later than 4:30 p.m. on Wednesday, 24 August 2022.

4. Precautionary Measures for the Annual General Meeting:

In view of the ongoing Novel Coronavirus (COVID-19) epidemic and recent requirements for prevention and control of its spread, the Company will implement relevant preventive measures at the Annual General Meeting. Details of which please refer to page 4 of this circular.

1. If Typhoon Signal No. 8 or above, or a Black Rainstorm Warning Signal or extreme conditions caused by super typhoon is in force in Hong Kong at or at any time after 8:00 a.m. on the date of the Annual General Meeting, the meeting will be adjourned. The Company will publish an announcement on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.bsgroup.com.hk) to notify Shareholders of the date, time and venue of the adjourned meeting.

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

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