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Cornerstone Technologies Holdings Limited — Board/Management Information 2020
Jul 23, 2020
51420_rns_2020-07-23_5b96b3d4-0dab-4b44-8b4e-175776692984.pdf
Board/Management Information
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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 announcement, 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 announcement.
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ELEGANCE COMMERCIAL AND FINANCIAL PRINTING GROUP LIMITED 精雅商業財經印刷集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8391)
(1) PROPOSED CHANGE OF COMPANY NAME; AND (2) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION
PROPOSED CHANGE OF COMPANY NAME
The board (the “ Board ”) of directors (the “ Directors ”, and each a “ Director ”) of Elegance Commercial and Financial Printing Group Limited (the “ Company ”) announces that the Company proposes to (i) change the name of the Company from “Elegance Commercial and Financial Printing Group Limited” to “Cornerstone Technologies Holdings Limited” and (ii) change the dual foreign name of the Company in Chinese from “ 精雅商業財經印刷集團有限公司 ” to “ 基石科技 控股有限公司 ” (the “ Proposed Change of Company Name ”).
P R O P O S E D A M E N D M E N T S T O T H E M E M O R A N D U M A N D A R T I C L E S O F ASSOCIATION
In view of the Proposed Change of Company Name, the Board also proposes to adopt the second amended and restated memorandum of association of the Company (the “ Second Amended and Restated Memorandum ”) and third amended and restated articles of association of the Company (the “ Third Amended and Restated Articles ”) to reflect the Proposed Change of Company Name, with the Second Amended and Restated Memorandum and the Third Amended and Restated Articles taking effect upon the Proposed Change of Company Name becomes effective. The proposed adoption of the Second Amended and Restated Memorandum and the Third Amended and Restated Articles is subject to the fulfilment of the conditions set out in the paragraph headed “ CONDITIONS OF THE CHANGE OF COMPANY NAME ” in this announcement and the passing of the special resolution by the Shareholders at the forthcoming annual general meeting of the Company (the “ AGM ”) to approve the adoption of the Second Amended and Restated Memorandum and the Third Amended and Restated Articles.
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GENERAL
The AGM will be convened to consider and, if thought fit, approve the special resolutions for the Proposed Change of Company Name and the proposed adoption of the Second Amended and Restated Memorandum and the Third Amended and Restated Articles, and other businesses. A circular containing, among other things, details of the Proposed Change of Company Name and the proposed adoption of the Second Amended and Restated Memorandum and the Third Amended and Restated Articles, together with the notice of the AGM, will be despatched to the Shareholders as soon as practicable.
PROPOSED CHANGE OF COMPANY NAME
The Board announces that the Company proposes to (i) change the name of the Company from “Elegance Commercial and Financial Printing Group Limited” to “Cornerstone Technologies Holdings Limited” and (ii) change the dual foreign name of the Company in Chinese from “ 精雅商 業財經印刷集團有限公司 ” to “ 基石科技控股有限公司 ”.
A special resolution will be proposed at the AGM to be convened to, among other things, consider and, if thought fit, approve the Proposed Change of Company Name.
CONDITIONS OF THE CHANGE OF COMPANY NAME
The Proposed Change of Company Name is subject to the following conditions:
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(i) the passing of a special resolution by the shareholders of the Company (the “ Shareholders ”) approving the Proposed Change of Company Name at the AGM; and
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(ii) the Registrar of Companies in the Cayman Islands approving the Proposed Change of Company Name.
Upon passing of the special resolution of the Proposed Change of Company Name, such special resolution shall be filed with the Registrar of Companies in the Cayman Islands, and the Registrar of Companies in the Cayman Islands, if thinks fit, will (i) enter the new English name and dual foreign name of the Company in Chinese on the register of companies maintained by the Registrar of Companies in the Cayman Islands in place of the former English name and dual foreign name in Chinese, and (ii) issue a certificate of incorporation on change of name to the Company. Upon receiving the requisite approval from the Registrar of Companies in the Cayman Islands, the Company will carry out all necessary filings with the Companies Registry in Hong Kong thereafter. The Proposed Change of Company Name will take effect from the date of issue of the certificate of incorporation on the change of name.
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REASON FOR THE CHANGE OF COMPANY NAME
The Board considers that the Proposed Change of Company Name will provide the Company with a new corporate image which will benefit the Company’s future business development. Therefore, the Board considers that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.
EFFECTS OF THE CHANGE OF COMPANY NAME
The Proposed Change of Company Name will not affect any rights of the existing holders of shares in the Company (the “ Shares ”) nor the Company’s daily business operation and its financial position. All the existing share certificates of the Company in issue bearing the existing name of the Company will, upon the Proposed Change of Company Name becoming effective, continue to be evidence of title to such Shares and will continue to be valid for trading, settlement, registration and delivery of such Shares. There will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates printed in the new names of the Company. Upon the Proposed Change of Company Name becoming effective, all new share certificates will only be issued in the new English name and dual foreign name of the Company in Chinese. In addition, subject to the confirmation by The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the English stock short name and the Chinese stock short name for trading of the Shares in the Stock Exchange will also be changed after the Proposed Change of Company Name has become effective.
P R O P O S E D A M E N D M E N T S T O T H E M E M O R A N D U M A N D A R T I C L E S O F ASSOCIATION
In view of the Proposed Change of Company Name, the Board also proposes to adopt the Second Amended and Restated Memorandum and the Third Amended and Restated Articles to reflect the Proposed Change of Company Name, with the Second Amended and Restated Memorandum and the Third Amended and Restated Articles taking effect upon the Proposed Change of Company Name becomes effective. The proposed adoption of the Second Amended and Restated Memorandum and the Third Amended and Restated Articles is subject to the fulfilment of the conditions set out in
the paragraph headed “ CONDITIONS OF THE CHANGE OF COMPANY NAME ” in this announcement and the passing of the special resolution by the Shareholders at the AGM to approve the adoption of the Second Amended and Restated Memorandum and the Third Amended and Restated Articles.
The only proposed amendment made by the Second Amended and Restated Memorandum and the Third Amended and Restated Articles to the existing memorandum and articles of association of the Company are to change the English name of the Company from “Elegance Commercial and Financial Printing Group Limited” to “Cornerstone Technologies Holdings Limited” and to change the dual foreign name of the Company in Chinese from “ 精雅商業財經印刷集團有限公司 ” to “ 基石科技控 股有限公司 ”.
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GENERAL
The AGM will be convened to consider and, if thought fit, approve the special resolutions for the Proposed Change of Company Name and the proposed adoption of the Second Amended and Restated Memorandum and the Third Amended and Restated Articles, and other businesses.
A circular containing, among other things, details of the Proposed Change of Company Name and the proposed adoption of the Second Amended and Restated Memorandum and the Third Amended and Restated Articles, together with the notice of the AGM, will be despatched to the Shareholders as soon as practicable.
The Company will make further announcement(s) to inform the Shareholders of the poll results of the AGM, the effective date of the Proposed Change of Company Name and the new stock short names of the Company used in the trading on the Stock Exchange as and when appropriate.
By Order of the Board Elegance Commercial and Financial Printing Group Limited LIANG Zihao Executive Director
Hong Kong, 23 July 2020
As at the date of this announcement, the executive Directors are Mr. LIANG Zihao and Mr. SAM WENG WA Michael, the non-executive Director is Mr. WU Jianwei and the independent nonexecutive Directors are Mr. TAM Ka Hei Raymond, Mr. YUEN Chun Fai and Ms. ZHU Xiaohui.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement will remain on the “Latest Listed Company Information” page of the GEM website at www.hkgem.com for at least seven days after the date of publication and on the Company’s website at www.elegance.hk.
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