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Cornerstone Technologies Holdings Limited M&A Activity 2019

Oct 2, 2019

51420_rns_2019-10-02_2b65d760-7023-4f40-8e2a-33a8c3a721e9.pdf

M&A Activity

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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)

MONTHLY UPDATE PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE

This announcement is made by Elegance Commercial and Financial Printing Group Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 3.7 of The Code on Takeovers and Mergers (the “ Takeovers Code ”).

Reference is made to the announcements published by the Company on 2 July, 2 August and 2 September 2019 (the “ Announcements ”) in relation to the entering into of the MOU between the Potential Vendor and the Potential Purchaser regarding the possible sale and purchase of the Sales Shares. Unless otherwise specified, capitalised terms used herein shall have the same meanings as defined in the Announcement.

The Board wishes to update the shareholders of the Company and potential investors that, as at the date of this announcement, the Potential Purchaser and the Potential Vendor are discussing the terms of the Formal Agreement in relation to the Possible Transfer and several drafts of the Formal Agreement have been circulated. Financial and legal due diligence investigations on the Group have been completed. The Potential Purchaser is now conducting business due diligence investigation on the Group. The parties expect to enter into the Formal Agreement in November 2019. As disclosed in the Company’s announcement dated 2 July 2019, it is expected that the Formal Agreement will be signed on or before 30 September 2019. The Potential Vendor and the Potential Purchaser are also in the course of discussing to enter into a supplemental MOU to extend the time for negotiation of the terms of the Formal Agreement. Based on the latest discussion, the exclusivity period under such supplemental MOU is proposed to expire on 8 November 2019.

As disclosed in the Company’s announcement dated 2 August 2019, the Potential Purchaser has paid a deposit of HK$10,000,000 to the Potential Vendor in accordance with the MOU.

In compliance with Rule 3.7 of the Takeovers Code, monthly announcement(s) will be made by the Company until an announcement of a firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer under the Takeovers Code is made. Further announcement(s) will be made by the Company as and when appropriate or required in accordance with the Listing Rules and the Takeovers Code (as the case may be).

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CAUTION

Shareholders and potential investors should be aware that there is no assurance that any transaction mentioned in this announcement will materialise or eventually be consummated and the discussions may or may not lead to the making of an offer (as defined in the Takeovers Code) for the Shares. Shareholders and potential investors are advised to exercise caution when dealing in the Shares and/or other securities of the Company. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

On behalf of the Board

Elegance Commercial and Financial Printing Group Limited SO Wing Keung

Chairman and Chief Executive Officer

Hong Kong, 2 October 2019

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

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited 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.

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

This announcement will remain on the GEM website of The Stock Exchange of Hong Kong Limited at http://www.hkgem.com and The Stock Exchange of Hong Kong Limited’s website at www.hkexnews. hk “Latest Company Announcement” page for at least seven days from the date of its posting. This announcement will also be published on the website of the Company at www.elegance.hk.

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