Cornerstone Technologies Holdings Limited — M&A Activity 2019

Nov 20, 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.

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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

(1) comPletion oF tHe Sale and PurcHaSe oF SHareS in eleGance commercial and Financial PrintinG GrouP limited and

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

Financial adviser to the offeror

VbG caPital limited

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independent Financial adviser to the independent board committee Vinco caPital limited

Reference is made to the joint announcement dated 13 November 2019 (the “ rule 3.5 announcement ”) issued by Global Fortune Global Limited (the “ offeror ”) and Elegance Commercial and Financial Printing Group Limited (the “ company ”) in relation to, among other things, the agreement dated 5 November 2019 regarding the sale and purchase of shares in the

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Company (the “ Sale and Purchase agreement ”). Unless otherwise stated, the capitalized terms used in this joint announcement shall have the same meanings as those defined in the Rule 3.5 Announcement.

comPletion oF tHe Sale and PurcHaSe oF Sale SHareS

The Offeror and the board of directors of the Company (as informed by the Vendor) are pleased to announce that all Conditions were fulfilled in accordance with the Sale and Purchase Agreement and Completion took place on 19 November 2019. Pursuant to the terms of the Sale and Purchase Agreement, the Sale Shares, being a total of 223,800,000 Shares, have been transferred by the Vendor to the Offeror at the Consideration of HK$59,978,400 (equivalent to approximately HK$0.268 per Sale Share).

The following table sets out the shareholding structure of the Company (i) immediately before Completion; and (ii) immediately after Completion but before the Offer is made:

name of Shareholders The Offeror and parties in concert with it (excluding the Vendor) The Vendor and parties in concert with it_(Note)_ Subtotal Public Shareholders total	(i) immediately before completion Number of Shares Approximate % — — 330,000,000 75 330,000,000 75 110,000,000 25 440,000,000 100	(ii) immediately after completion but before the offer is made Number of Shares Approximate % 223,800,000 50.86 106,200,000 24.14 330,000,000 75 110,000,000 25 440,000,000 100

Note: As at the date of this joint announcement, Mr. So beneficially owns 90% of the issued share capital of the Vendor through his wholly-owned company, Colorful Bay; and Mr. Leung beneficially owns 10% of the issued share capital of the Vendor through his wholly-owned company, Deep Champion. Mr. So and Mr. Leung are executive Directors.

mandatorY unconditional caSH oFFer

Upon Completion, the Offeror and parties acting in concert with it (including the Vendor) became interested in 330,000,000 Shares, representing approximately 75% of the entire issued share capital of the Company.

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Pursuant to the Takeovers Code, because each of the Vendor and the Offeror owns or controls more than 20% of the issued voting shares in the Company, they are presumed to be acting in concert under the Takeovers Code. They will in aggregate hold 330,000,000 Shares, representing 75% of the entire issued share capital of the Company. As the Offeror’s shareholding increased to approximately 50.86%, the leader of the concert group has changed.

Accordingly, pursuant to Rule 26.1 of the Takeovers Code, the Offeror are required to make a mandatory unconditional cash offer for all the issued Shares (other than those already owned and/or agreed to be acquired by the Offeror, its ultimate beneficial owners and/or parties acting in concert with any of them). VBG Capital, on behalf of the Offeror and in compliance with the Takeovers Code, will make the Offer on the terms to be set out in the Composite Document to be issued in accordance with the Takeovers Code.

deSPatcH oF tHe comPoSite document

It is the intention of the Offeror and the Company to combine the offer document and the offeree board circular into the Composite Document. Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document is required to be despatched within 21 days of the Rule 3.5 Announcement or such later date as the Executive may approve. The Composite Document (together with the Form of Acceptance) is therefore expected to be despatched on or around 29 November 2019.

The Composite Document will contain, among other things, (i) further details of the Offer (including the expected timetable and terms of the Offer); (ii) the recommendation from the Independent Board Committee; (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and Independent Shareholders in respect of the terms of the Offer and as to the acceptance of the Offer; and (iv) other relevant information on the Offeror and the Group as required by the Takeovers Code, together with the relevant form(s) of acceptance and transfer.

Further announcement(s) in relation to the despatch of the Composite Document will be made by the Offeror and the Company as and when appropriate.

Shareholders are strongly advised to read the Composite Document carefully before deciding whether or not to accept the Offer.

By order of the board of directors of By order of the Board of Global Fortune Global limited elegance commercial and Financial Printing Group limited Wu Jianwei So Wing Keung

Director

Chairman and Chief Executive Officer

Hong Kong, 20 November 2019

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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.

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.

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