Cornerstone Technologies Holdings Limited — Capital/Financing Update 2021

Oct 4, 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.

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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)

SUPPLEMENTAL ANNOUNCEMENT PLACING OF NEW SHARES IN TRANCHES UNDER SPECIFIC MANDATE

Reference is made to the announcement (the “ Announcement ”) of Cornerstone Technologies Holdings Limited (the “ Company ”) dated 30 September 2021 with regard to placing of new shares in tranches under specific mandate. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meaning as those defined in the Announcement.

The Board wishes to provide additional information regarding the Placing as follows:

LISTING RULES IMPLICATIONS

As stated in the Announcement, there is a possibility that the Placing will eventually involve Placee(s) who are the Directors and are connected person(s) of the Company (the “ Possible Placee(s) ”). The Board wishes to clarify that under such circumstances, the Possible Placee(s) may take up some or all of the Placing Shares on terms identical or substantially the same as that of under the Placing Agreement under one or more subscription agreement(s) to be entered into between the Company and such Possible Placee(s) might constitute one or more connected transaction(s) of the Company under Chapter 20 of the GEM Listing Rules.

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As at the date of this announcement, according to the assessment of the Placing Agent, the Possible Placee(s) comprise the following individuals and/or their respective associates as defined under the GEM Listing Rules:

Mr. LIANG Zihao (executive Director);

Mr. SAM WENG WA Michael (executive Director);

Mr. LI Man Keung Edwin (executive Director);

Mr. LAU Wai Yan Lawson (executive Director);

Mr. PAN Wenyuan (executive Director); and

Mr. WU Jianwei (non-executive Director).

In view of the possibility that the Placing will involve Possible Placee(s), the Board wishes to clarify that each of the Placing Agreement (and the transactions contemplated thereunder) and the Specific Mandate will be subject to approval of Shareholder(s) other than those that are required under the GEM Listing Rules to abstain from voting on the resolution(s) to be proposed at the EGM (the “ Independent Shareholders ”).

EGM

The Board wishes to clarify that given the limitation of time imposed by the Placing Period and in view of the possible connected transaction(s) of the Company arising from the taking up of any or all of the Possible Placee(s) as set out above, the Board has decided that the EGM of the Company to be held approving the Placing Agreement and the grant of the Specific Mandate for the issue and allotment of the Placing Shares will also include an agenda to approve the relevant subscription agreement(s) and the transactions contemplated thereunder for the issue and allotment of the Placing Shares to all of the Possible Placee(s) under one or more subscription agreement(s) on terms to be agreed between the Company and such Possible Placee(s). Since it is possible that the Placing could involve all of the Possible Placee(s), the resolution(s) to be sought at the EGM will cover the relevant subscription agreement(s) to be entered into between the Company and all of the Possible Placee(s). Accordingly, an independent board committee (the “ Independent Board Committee ”), comprising all the independent non-executive Directors, namely Mr. TAM Ka Hei Raymond, Mr. YUEN Chun Fai and Ms. ZHU Xiaohui will be formed to advise the Independent Shareholders on the relevant subscription agreement(s), the issue and allotment of the Placing Shares to all of the Possible Placee(s). An independent financial adviser will also be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

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Circular

As stated in the Announcement, a circular (the “ Circular ”) containing, among other things, (i) further details of the Placing; and (ii) a notice convening the EGM, will be despatched to the Shareholders as soon as practicable in accordance with the GEM Listing Rules. The Board wishes to clarify that the Circular will also incorporate (a) details of the relevant subscription agreement(s) to be entered into between the Company and all of the Possible Placee(s) and the transactions contemplated thereunder; (b) a letter from the Independent Board Committee containing its opinion and recommendations to the Independent Shareholders; and (c) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders.

The Board wishes to reiterate that if the Placing will eventually involve Possible Placee(s) as set out above, each and every Possible Placee(s) shall not be entitled to vote on the resolution(s) of the Company approving the Placing Agreement, the relevant subscription agreement(s) and the grant of the Specific Mandate for the issue and allotment of the Placing Shares at the EGM and that the Placing Agent and the Company shall ensure that this shall be so and that the issue and allotment of such Placing Shares to such Possible Placee(s) shall not trigger general offer obligation as defined under the Takeovers Code.

The Company will make further announcement(s) as and when appropriate in compliance with the GEM Listing Rules.

On behalf of the Board

Cornerstone Technologies Holdings Limited LIANG Zihao Co-Chairman and Executive Director

Hong Kong, 4 October 2021

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.

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