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

Feb 15, 2022

49919_rns_2022-02-15_45b5c6e5-55fd-4edd-a449-269c108eac03.pdf

Proxy Solicitation & Information Statement

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

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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 (“ EGM ”) of Bright Smart Securities & Commodities Group Limited (the “ Company ”) will be held on Mezzanine Floor, Honour House, 375−381 Nathan Road, Kowloon on Monday, 7 March 2022 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

THAT :

  1. the execution of the Financial Services Agreement (as defined in the circular of the Company dated 16 February 2022 (the “ Circular ”) of which this notice forms part) by Bright Smart Securities International (H.K.) Limited as service provider and Mr. Yip Mow Lum as customer (a copy of which has been produced to the meeting marked “1” and signed by the chairman of the meeting for the purpose of identification) be and is hereby approved, confirmed and ratified and any one director of the Company be and is hereby authorised to do all such acts and things as he may consider necessary or expedient to implement the Financial Services Agreement and the transaction contemplated thereunder; and

  2. the execution of the Financial Services Agreement (as defined in the Circular) by Bright Smart Securities International (H.K.) Limited as service provider and Mr. Chan Wing Shing, Wilson as customer (a copy of which has been produced to the meeting marked “2” and signed by the chairman of the meeting for the purpose of identification) be and is hereby approved, confirmed and ratified and any one director of the Company be and is hereby authorised to do all such acts and things as he may consider necessary or expedient to implement the Financial Services Agreement and the transaction contemplated thereunder.”

By order of the Board

Bright Smart Securities & Commodities Group Limited Hui Yik Bun

Executive Director and Chief Executive Officer

Hong Kong, 16 February 2022

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Registered office: Principal place of business in P.O. Box 31119 Hong Kong: Grand Pavilion, Hibiscus Way 10th Floor and 23rd Floor 802 West Bay Road Wing On House Grand Cayman 71 Des Voeux Road Central KY1-1205 Central Cayman Islands Hong Kong

Notes:

  1. All resolutions put to Shareholders at the EGM will be voted by poll.

  2. Any member entitled to attend and vote at the EGM (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.

  3. 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 not less than 48 hours before the time appointed for holding the above meeting or any adjournment thereof.

  4. The register of members of the Company will be closed, for the purpose of determining Shareholders’ entitlement to attend and vote at the EGM, from Wednesday, 2 March 2022 to Monday, 7 March 2022 (both days inclusive), during this period no transfer of shares will be registered. In order to attend and vote at the EGM, 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 Tuesday, 1 March 2022.

  5. Precautionary Measures for the EGM:

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 EGM. Details of which please refer to page 4 of the 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 EGM, 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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