Bright Smart Securities & Commodities Group Limited: Key Disclosure on Potential Mandatory General Offer

Date of Disclosure: 23 February 2026

Subject: Disclosure of Dealings in Shares – Potential Price-Sensitive Information for Shareholders

Key Points from the Public Disclosure

• Possible Mandatory General Offer: The Executive has received disclosures related to dealings in the shares of Bright Smart Securities & Commodities Group Limited, indicating a possible mandatory general offer. This may have significant implications for shareholders and could impact the company’s share price.
• Disclosure Under Hong Kong Takeovers Code: The disclosure was made pursuant to Rule 22 of the Hong Kong Code on Takeovers and Mergers, which requires public reporting of certain dealings in securities during takeover or merger periods.
• Party Involved: Morgan Stanley Capital Services LLC, a Class (5) associate connected with the Offeror, conducted several derivatives transactions relating to Bright Smart Securities & Commodities Group Limited.

Details of Securities Dealings

Important Considerations for Shareholders

• Potential Offer Activity: The disclosure of these transactions, especially in the context of a “possible mandatory general offer,” is highly relevant. Such developments often precede material changes in control or ownership, which can have significant impacts on share price and future corporate actions.
• Price Sensitivity: The transactions were executed at reference prices around HK\$9.02 to HK\$9.04 per share. Any mandatory offer would likely be priced at or near this level, which can influence market expectations and share valuation.
• Total Transaction Value: The total notional value of the disclosed purchases and sales amounts to over HK\$1 million, indicating substantial interest and activity by a major financial institution.
• Nature of Dealings: All dealings were for Morgan Stanley Capital Services LLC’s own account and were unsolicited client facilitation trades, meaning these were not initiated by Bright Smart Securities & Commodities Group Limited directly, but by a connected associate of the potential offeror.
• Ownership Structure: Morgan Stanley Capital Services LLC is ultimately owned by Morgan Stanley, and is considered a Class (5) associate under the Hong Kong Takeovers Code. This connection is important for understanding potential sources of influence on corporate activity.

Implications for Investors

Investors should closely monitor further announcements related to this potential mandatory general offer. Such offers can result in significant changes to share price, liquidity, and the strategic direction of the company. The disclosed dealings signal that substantial institutional interest and possible corporate actions are underway, and further disclosures or formal offer documents may follow in due course.

Disclaimer: This article is based on public disclosure documents and is intended for informational purposes only. It does not constitute investment advice or a recommendation to buy or sell securities. Investors should conduct their own research or consult with a professional advisor before making investment decisions. The situation is evolving and subject to further updates.

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