Cornerstone Technologies Holdings Limited — M&A Activity 2019

Dec 23, 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Elegance Commercial and Financial Printing Group Limited, nor is it a solicitation of any vote or approval in any jurisdiction. This joint announcement is not for release, publication or distribution into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

==> picture [40 x 39] intentionally omitted <==

eleGance commercial and Financial Global Fortune PrintinG GrouP limited Global limited 精雅商業財經印刷集團有限公司 (Incorporated in the British Virgin Islands with limited liability) (Incorporated in the Cayman Islands with limited liability) (Stock code: 8391)

Joint announcement

deSPatcH oF comPoSite document relatinG to mandatorY unconditional caSH oFFer bY VbG caPital limited For and on beHalF oF tHe oFFeror to acQuire all oF tHe iSSued SHareS in eleGance commercial and Financial PrintinG GrouP limited (otHer tHan tHoSe alreadY oWned and/or aGreed to be acQuired bY tHe oFFeror and PartieS actinG in concert WitH tHem)

Financial adviser to the offeror

VbG caPital limited

==> picture [9 x 9] intentionally omitted <==

independent Financial adviser to the independent board committee

Vinco caPital limited

References are made to (1) the joint announcement published by the Offeror and the Company dated 13 November 2019, in relation to, among others, the Sale and Purchase Agreement and the Offer (the “ Joint announcement ”), (2) the announcement dated 18 November 2019 in relation to the appointment of the independent financial adviser, (3) the joint announcement dated 20 November

— 1 —

2019 regarding completion of the sale and purchase of 223,800,000 shares of the Company, (4) the joint announcement dated 29 November 2019 regarding the delay in dispatch of the Composite Document; and (5) the Composite Document jointly issued by the Offeror and the Company dated 23 December 2019 in relation to the Offer. Unless otherwise stated, terms used in this joint announcement shall have the same meanings as those defined in the Composite Document.

deSPatcH oF comPoSite document

The Composite Document containing, among other things, (i) the expected timetable in respect of the Offer, (ii) a letter from VBG Capital; (iii) a letter from the Board; (iv) a letter from the Independent Board Committee; and (v) a letter from Vinco Capital, together with the accompanying Form of Acceptance has been despatched to the Independent Shareholders on 23 December 2019 in accordance with the Takeovers Code.

eXPected timetable

The Offer will be open for acceptance on and from Monday, 23 December 2019 and will be close for acceptance at 4:00 p.m. on Monday, 13 January 2020 unless the Offeror revises or extends the Offer in accordance with the Takeovers Code. The latest time and date for acceptance of the Offer is 4:00 p.m. on Monday, 13 January 2020. The announcement of the results of the Offer will be made by 7:00 p.m. on Monday, 13 January 2020. The expected timetable set out below is indicative and may be subject to change. Any changes to the timetable will be jointly announced by the Offeror and the Company as and when appropriate. Unless otherwise specified, all times and dates contained in the Composite Document and the accompanying Form of Acceptance refer to Hong Kong time and dates.

Despatch date of the Composite Document and

the accompanying Form of Acceptance and

commencement date of the Offer (Note 1) . . . . . . . . . . . . . . . . . . . . . . . Monday, 23 December 2019

Offer opens for acceptance (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 23 December 2019

Latest time and date for acceptance of the Offer (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 13 January 2020

Closing Date of the Offer (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 13 January 2020

Announcement of the results of the Offer as at

the Closing Date to be posted on the website of the Stock Exchange (Note 2) . . . . . . . . . . . . . . . . . . . . . . 7:00 p.m. on Monday, 13 January 2020

Latest date for posting of remittance for the amounts due under the Offer in respect of valid acceptances

received under the Offer (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 22 January 2020

— 2 —

Notes:

1. The Offer, which is unconditional in all respects, is made on the date of posting of the Composite Document, and is capable of acceptance on and from that date until 4:00 p.m. on the Closing Date.

2. Acceptances of the Offer shall be irrevocable and not capable of being withdrawn, except in the circumstances set out in the paragraph headed “4. RIGHT OF WITHDRAWAL” in Appendix I to the Composite Document.

3. In accordance with the Takeovers Code, the Offer must initially be open for acceptance for at least 21 days following the date on which the Composite Document is posted. The latest time and date for acceptance of the Offer is 4:00 p.m. on Monday, 13 January 2020. An announcement will be jointly issued by the Company and the Offeror through the website of the Stock Exchange by 7:00 p.m. on Monday, 13 January 2020 stating whether the Offer has been extended, revised or expired. In the event that the Offeror decides to revise or extend the Offer and the announcement does not specify the next closing date, at least 14 days’ notice by way of an announcement will be given before the Offer is closed to those Independent Shareholders who have not accepted the Offer.

Beneficial owners of the Shares who hold their Shares in CCASS directly as an investor participant or indirectly via a broker or custodian participant should note the timing requirements (set out in Appendix I to the Composite Document) for causing instructions to be made to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures.

1. Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty in respect of acceptances of the Offer) payable for the Offer Shares tendered under the Offer will be despatched to the accepting Independent Shareholder(s) accepting the Offer by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days following the date of receipt by the Registrar of all the duly completed acceptance of the Offer and the relevant documents of title of the Offer Shares in respect of such acceptance to render the acceptance under the Offer complete and valid, in accordance with the Takeovers Code.

2. If there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning:

3. (a) in force in Hong Kong at any local time before 12:00 noon but no longer in force after 12:00 noon on the latest date for acceptance of the Offer, the latest time for acceptance of the Offer and the posting of remittances will remain at 4:00 p.m. on the same Business Day;

4. (b) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the latest date for acceptance of the Offer, the latest time for acceptance of the Offer will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.

Save as mentioned above, if the latest time for acceptance of the Offer and the posting of remittances do not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Offeror and the Company will notify the Independent Shareholders any change to the expected timetable as soon as practicable by way of announcement(s).

— 3 —

imPortant

independent Shareholders are strongly advised to read the composite document and the accompanying Form of acceptance carefully, including the recommendation from the independent board committee and the advice from the independent Financial adviser in respect of the offer, before deciding whether or not to accept the offer.

Shareholders and potential investors are advised to exercise caution when dealing in the Shares. the offeror and the company remind their respective associates of the dealing restrictions under the takeovers code to disclose their permitted dealings, if any, in any securities of the company.

By order of the board of directors By order of the Board Global Fortune Global limited elegance commercial and Financial Printing Group limited liang Zihao So Wing Keung Director Chairman and Chief Executive Officer

Hong Kong, 23 December 2019

As at the date of this joint announcement, the Board comprises Mr. SO Wing Keung and Mr. LEUNG Shu Kin as executive Directors, and Mr. KWONG Chi Wing, Mr. CHAN Ka Yeung and Mr. TAM Ka Hei Raymond as independent non-executive Directors.

This joint 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 joint announcement (other than that relating to the Offeror, its associates and parties acting in concert with it) 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 joint announcement misleading.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Offeror, its associates and parties acting in concert with it (excluding the Vendor)) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the directors of the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, the directors of the Offeror are Mr. Wu Jianwei and Mr. Liang Zihao.

— 4 —

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Group and the Vendor) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

This joint announcement will be published on GEM website at http://www.hkgem.com on the “Latest Listed Company Information” page for at least 7 days from the date of publication and on the Company’s website at www.elegance.hk.

In case of any inconsistency, the English text of this joint announcement shall prevail over the Chinese text.

— 5 —