Bright Smart Securities & Commodities Group Limited — Remuneration Information 2023

Jun 26, 2023

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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) (the “Company” , Stock Code: 1428 )

Remuneration Committee Terms of Reference

(Adopted on 28 February 2012 and revised on 26 June 2023)

1. Constitution

The Remuneration Committee was established pursuant to a resolution passed by the board of directors (“ Board ”) of the Company at its meeting held on 4 August 2010.

2.

Membership

• 2.1 Members of the Remuneration Committee (“ Members ”, each a “ Member ”) shall be appointed by the Board from amongst the members of the Board.

• 2.2 The Remuneration Committee shall consist of not less than three members and a majority of the Members shall be independent non-executive directors (“ INEDs ”, each an “ INED ”) of the Company.

• 2.3 The appointment of the Members may be revoked, or additional members may be appointed to the Remuneration Committee by separate resolutions passed by the Board and by the Remuneration Committee. If a Member ceases to be a director, then his office as a Member shall ipso facto cease.

3. Chairman

The Chairman of the Remuneration Committee shall be appointed by the Board and shall be an INED.

4.

Secretary

• 4.1 The company secretary of the Company shall be the secretary of the Remuneration Committee.

• 4.2 The Remuneration Committee may from time to time appoint any other person with appropriate qualification and experience as the secretary of the Remuneration Committee.

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Bright Smart Securities & Commodities Group Limited Remuneration Committee - Terms of Reference (Adopted: 28 February 2012; Revised: 26 Jun 2023)

5. Meetings

• 5.1 The Remuneration Committee shall meet at least once a year.

• 5.2 Notice of any meetings has to be given at least 14 days prior to any such meeting being held, unless all Members unanimously waive such notice. Irrespective of the length of notice being given, attendance of a meeting by a Member shall be deemed waiver of the requisite length of notice by the Member. Notice of any adjourned meetings is not required if adjournment is for less than 14 days.

• 5.3 The quorum of the Remuneration Committee shall be any two Members.

• 5.4 Meetings could be held in person, by telephone or by video conference. Members may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other.

• 5.5 Resolutions of the Remuneration Committee at any meetings shall be passed by a majority of votes of the Members present.

• 5.6 A resolution in writing signed by all Members shall be as valid and effectual as if it had been passed at a meeting of the Remuneration Committee duly convened and held.

• 5.7 Full minutes shall be kept by the secretary of the Remuneration Committee. Draft and final versions of minutes shall be circulated to all Members for their comment and records respectively, in both cases within a reasonable period of time after the meeting. Such minutes shall be open for directors’ inspection.

6. Attendance at Meetings

• 6.1 Head of Human Resources Department or in his absence, a representative from Human Resources Department shall attend the meetings.

• 6.2 At the invitation of the Remuneration Committee, the Chairman of the Board and/or Chief Executive Officer(s), external advisers and other persons may be invited to attend all or part of any meeting.

• 6.3 Only Members of the Remuneration Committee are entitled to vote at the meetings.

7. Annual General Meeting

The Chairman of the Remuneration Committee or in his absence, another Member shall attend the Company’s annual general meeting and be prepared to respond to shareholders’ questions on the Remuneration Committee's activities and their responsibilities.

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Bright Smart Securities & Commodities Group Limited Remuneration Committee - Terms of Reference (Adopted: 28 February 2012; Revised: 26 Jun 2023)

8. Responsibility

The Remuneration Committee shall have the following responsibilities:

• 8.1 to make recommendations to the Board on the Company’s policy and structure for all directors’ and senior management’s remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy;

• 8.2 to review and approve the management’s remuneration proposals with reference to the Board’s corporate goals and objectives;

• 8.3 to make recommendations to the Board on the remuneration packages of individual executive director and senior management. This should include benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment;

• 8.4 to make recommendations to the Board on the remuneration of non-executive directors;

• 8.5 to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the group;

• 8.6 to review and approve compensation payable to executive directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;

• 8.7 to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate;

• 8.8 to ensure that no director or any of his associates is involved in deciding his own remuneration; and

• 8.9 to review and/or approve matters relating to share schemes under Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

9. Reporting Responsibilities

The Remuneration Committee shall report to the Board when appropriate.

10. Authority

• 10.1 The Remuneration Committee shall consult the Chairman of the Board and/or Chief Executive Officer(s) about their remuneration proposals for other executive directors and senior management.

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Bright Smart Securities & Commodities Group Limited Remuneration Committee - Terms of Reference (Adopted: 28 February 2012; Revised: 26 Jun 2023)

• 10.2 The Remuneration Committee is authorised by the Board to seek any remuneration related information it requires from senior management of the Company in order to perform its duties.

• 10.3 The Remuneration Committee shall be provided with sufficient resources to discharge its duties. Where necessary, the Remuneration Committee should seek independent professional advice, at the Company’s expense, to perform its responsibilities.

Note: Arrangement to seek independent professional advice could be made through Company Secretary.

11. Effective date and Amendments

• 11.1 These terms of reference shall come into effect on the date when they are approved by the Board.

• 11.2 Any amendments to these terms of reference shall be recommended by the Remuneration Committee and come into effect on the date when they are approved by the Board.

• Remark: “senior management” refers to the same persons referred to in the Company’s annual report and required to be disclosed under paragraph 12 of Appendix 16 to the Listing Rules.

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