Cornerstone Technologies Holdings Limited — Board/Management Information 2021

Nov 5, 2021

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

==> picture [245 x 37] intentionally omitted <==

CORNERSTONE TECHNOLOGIES HOLDINGS LIMITED 基石科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8391)

(1) CHANGE OF CHIEF OPERATING OFFICER; AND (2) ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE

CHANGE OF CHIEF OPERATING OFFICER

The Board announces the following changes:

• (1) Mr. Ng Ka Ki tendered his resignation as the chief operating officer of the Company with effect from 7 January 2022; and

• (2) Mr. Ng Sze Chun will be appointed as chief operating officer of the Company with effect from 7 January 2022.

ALLOTMENT AND ISSUE OF THE EMOLUMENT SHARES UNDER SPECIFIC MANDATE

The Company has conditionally agreed to allot and issue a total of 2,998,953 Emolument Shares to Mr. Ng Sze Chun as part of his remuneration package under the Service Contract. The Emolument Shares will be issued and alloted pursuant to the Specific Mandate approved by the Shareholders.

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Emolument Shares.

To the best knowledge of the Directors, as at the date of this announcement, no Shareholder will be required to abstain from voting on the resolution(s) approving the Specific Mandate. A circular containing among other things, (i) details of the allotment and issue of the Emolument Shares; and (ii) a notice convening the General Meeting, will be despatched as soon as practicable to the Shareholders in accordance with the GEM Listing Rules.

— 1 —

CHANGE OF CHIEF OPERATING OFFICER

The Board announces the following changes:

• (1) Mr. Ng Ka Ki tendered his resignation as the chief operating officer (“ COO ”) of the Company with effect from 7 January 2022; and

• (2) Mr. Ng Sze Chun will be appointed as COO of the Company with effect from 7 January 2022.

Mr. Ng Ka Ki has confirmed that he has no disagreement with the Board and there is no matter in relation to his resignation which should be brought to the attention of the shareholders of the Company (the “ Shareholders ”) and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

Mr. Ng Sze Chun, aged 36, has over 10 years of management experience. Prior to joining the Company, he worked for K11 Cultural Enterprise Businesses Group as Head of New Business and was appointed in managerial roles for C.K. Hutichson (stock code: 0001), CROCS (NASDAQ: CROX), Wang On Group (stock code: 1222) and IATS Group. He is experienced on formulating business strategy and managing overall business operation for businesses across variety of industries and markets.

He graduated from The University of Hong Kong with a Bachelor degree in Science, and is a fellow member of the Hong Kong Institute of Certified Public Accountants and an associate member of The Chartered Institute of Management Accountants.

The Company has entered into a service contact on 5 November 2021 with Mr. Ng Sze Chun in relation to his appointment as the COO of the Company with no fixed term (the “ Service Contract ”). Mr. Ng Sze Chun will be entitled to a remuneration package comprising the following:

• (1) a fixed sum of basic salary subject to annual review;

• (2) a signing bonus of 2,998,953 new Shares, being 0.5% of the total number of issued shares of the Company as at the date of the Service Contract (the “ Emolument Shares ”); and

• (3) other performance bonuses that involve cash and the issue of shares of the Company (“ Shares ”) subject to the performance targets stated in the Service Contract.

As at the date of this announcement, Mr. Ng Sze Chun does not (i) hold any other positions in the Company or any of its subsidiaries; (ii) have other relationship with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the GEM Listing Rules) of the Company; (iii) hold any directorships in any other listed companies on the Stock Exchange and any other stock exchange or other major appointments during the three years preceding the date of this announcement; and (iv) have other major appointments or professional qualifications save as disclosed.

— 2 —

The Board would like to take this opportunity to express its sincere appreciation to Mr. Ng Ka Ki for his valuable contribution to the Company during his tenure of service as the COO. Meanwhile, the Board would like to extend its warmest welcome to Mr. Ng Sze Chun in joining the Company.

ALLOTMENT AND ISSUE OF THE EMOLUMENT SHARES UNDER SPECIFIC MANDATE

Subject to the terms and conditions of the Service Contract with Mr. Ng Sze Chun, the Company has agreed conditionally to allot and issue a total of 2,998,953 Emolument Shares (equivalent to an aggregate value of approximately HK$2,441,148 based on the average closing price of HK$0.81 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the signing date of Service Contract (the “ Reference Closing Price ”)) to Mr. Ng Sze Chun. Accordingly, the Emolument Shares that form part of Mr. Ng Sze Chun’s remuneration will be allotted and issued under a specific mandate, which is, subject to the approval by the Shareholders (the “ Specific Mandate ”).

The key terms of the proposed issue of Emolument Shares are set out below.

Number of Emolument Shares: A total of 2,998,953 Shares, representing 0.5% of the existing total issued Shares of the Company and approximately 0.5% of the total issued Shares of the Company as enlarged by the issue of the Emolument Shares. Value of Emolument Shares: approximately HK$2,441,148 in aggregate based on the Reference Closing Price of HK$0.81, and approximately HK$2,519,121 based on the closing price of HK$0.84 per Share as quoted on the Stock Exchange on the date of the Service Contract. The aggregate nominal value of the Emolument Shares is approximately HK$29,990. Conditions and The issue of the Emolument Shares will be subject to the Shareholders’ schedule of issue: approval and the Stock Exchange granting approval for the listing of, and permission to deal in, the Emolument Shares. Status of the Emolument The Emolument Shares, when issued and fully paid, shall rank pari Shares: passu among themselves and with those Shares in issue, with the right to receive all dividends and other distributions declared, made or paid on or after the date of allotment. Lock-up period: 48 months from the date of issue or later than any other date as settled in the Service Contract.

— 3 —

REASONS FOR THE ISSUE OF THE EMOLUMENT SHARES

The proposed issue of the Emolument Shares represents part of the emolument to Mr. Ng Sze Chun for his appointment as the COO of the Company. The terms of the Service Contract and the number of the Emolument Shares were determined by the remuneration committee of the Company and the Board with reference to his duties and responsibilities of the Company, his qualifications and experience, the Company’s remuneration policy and the prevailing market rate. The Board is of the view that the terms of the Service Contract (including the issue of the Emolument Shares) are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

APPLICATION FOR LISTING

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Emolument Shares.

INFORMATION ABOUT THE GROUP AND THE COMPANY

The Company is incorporated in the Cayman Islands with limited liability and its Shares are listed on GEM of the Stock Exchange (stock code: 8391). The principal activity of the Company is investment holding. The principal activities of the Group are the provision of printing, typesetting and translation services in Hong Kong. In addition, the Group also engaged in electric vehicle charging business in Hong Kong.

LISTING RULES IMPLICATIONS

As the Emolument Shares will be allotted and issued under the Specific Mandate to be granted at the next general meeting (the “ General Meeting ”), the issue and allotment of the Emolument Shares is subject to the Shareholders’ approval. The General Meeting will be convened for the purpose of considering and, if thought fit, approving, among other things, the grant of the Specific Mandate. To the best knowledge of the Directors, as at the date of this announcement, no Shareholder will be required to abstain from voting on the resolution(s) approving the Specific Mandate. A circular containing, among other things, (i) further details of the allotment and issue of the Emolument Shares; and (ii) a notice convening the General Meeting, will be despatched to the Shareholders as soon as practicable in accordance with the GEM Listing Rules.

By Order of the Board

Cornerstone Technologies Holdings Limited

LIANG Zihao

Co-Chairman and Executive Director

Hong Kong, 5 November 2021

— 4 —

As at the date of this announcement, the executive Directors are Mr. LIANG Zihao, Mr. SAM WENG WA Michael, Mr. LI Man Keung Edwin, Mr. LAU Wai Yan Lawson and Mr. PAN Wenyuan, the non-executive Director is Mr. WU Jianwei and the independent non-executive 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.cstl.com.hk.

— 5 —