Cornerstone Technologies Holdings Limited — M&A Activity 2019

Jul 2, 2019

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

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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)

ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE, RULE 17.10 OF THE GEM LISTING RULES, PART XIVA OF THE SECURITIES AND FUTURES ORDINANCE AND

RESUMPTION OF TRADING

This announcement is made by the Company pursuant to Rule 3.7 of the Takeovers Code and Rule 17.10(2) of the GEM Listing Rules and the Inside Information Provisions (as defined under the GEM Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

THE MOU

The Board was informed by the Potential Vendor that, on 28 June 2019 (after trading hours), the Potential Vendor entered into the MOU with the Potential Purchaser regarding the possible sale and purchase of the Sale Shares held by the Potential Vendor.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Potential Purchaser and its ultimate beneficial owner are third parties independent of the Company and its connected persons.

DEPOSIT

Pursuant to the MOU, the Potential Purchaser shall, within 14 Business Days after the signing of the MOU pay a Deposit to the Potential Vendor. As at the date hereof, the Potential Purchaser does not make any payment of the Deposit to the Potential Vendor.

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The MOU provides that:

• (i) upon the parties entering into a Formal Agreement in respect of the Possible Transfer, the Deposit will form part of the consideration payable by the Potential Purchaser to the Potential Vendor;

• (ii) if, (a) it is revealed that there shall be any material discrepancies or inconsistency in the information contained in the Company’s most recently published annual report or annual results announcement arising from the due diligence investigation to be conducted by the Potential Purchaser or its advisors; or (b) the listing status of the Company being suspended, revoked, cancelled or withdrawn, the Potential Purchaser shall notify the Potential Vendor in writing, and the Potential Vendor shall refund the Deposit in full within 14 Business Days from the date of such notice (without interest); and

• (iii) if, the Potential Purchaser fails or is unable to provide proof of funds for the payment of consideration of the acquisition of the Sale Shares or the consideration for the general offer which might be triggered under the Takeovers Code if the Possible Transfer materialises to the Potential Vendor or its financial advisor to their satisfaction, the Potential Vendor may forfeit the Deposit in full absolutely for its own use and benefit.

FORMAL AGREEMENT

According to the MOU, the Possible Transfer is subject to the further negotiation and execution of a Formal Agreement between the parties. The Formal Agreement shall set out and include, amongst others, the exact number of Shares to be purchased by the Potential Purchaser and the consideration thereof, and such other terms as agreed between the parties. It is expected that the Formal Agreement will be signed on or before 30 September 2019.

EXCLUSIVITY

The MOU provides that during the Exclusive Period, the Potential Vendor will notify the Potential Purchaser immediately if it or its advisors receive any offers or expressions of interest relating to the possible acquisition of the Sale Shares (or any part thereof), and that except as required by law, the Potential Vendor will not directly or indirectly make known to any third party the Potential Purchaser’s interest in purchasing the Sale Shares.

TERM OF THE MOU

The MOU shall terminate upon (i) any failure or delay in delivering the Deposit within the prescribed period; (ii) the return or forfeiture of the Deposit in full; (iii) expiry of the Exclusive Period; or (iv) execution of the Formal Agreement relating to the Possible Transfer, whichever is the earliest.

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LEGAL EFFECT OF THE MOU

The MOU is not legally binding in relation to the Possible Transfer but is legally binding as to those terms relating to Deposit, Formal Agreement, exclusivity, termination of MOU, confidentiality, costs and expenses and governing law and jurisdiction.

Save for the MOU, as at the date of this announcement, no formal or legally binding agreement in relation to the Possible Transfer has been entered into between the Potential Vendor and the Potential Purchaser or any other parties in respect of the Possible Transfer.

P O S S I B L E G E N E R A L O F F E R F O R T H E S H A R E S A N D T A K E O V E R S C O D E IMPLICATIONS

Subject to the Formal Agreement being entered into and the satisfaction or waiver (as the case may be) of such conditions precedent to completion as may be specified therein, it is contemplated that upon completion of the Possible Transfer, the Potential Purchaser and parties acting in concert with it will hold more than 30% of the issued share capital of the Company. In accordance with the requirement of the Takeovers Code, if the Possible Transfer so materializes and is completed, an obligation on the part of the Potential Purchaser and parties acting in concert with it will be triggered for them to make a mandatory unconditional general offer for all the issued Shares (other than those already owned or agreed to be acquired by the Potential Purchaser and parties acting in concert with it) under Rule 26.1 of the Takeovers Code.

As at the date of this announcement, no Formal Agreement has been entered into in respect of the Possible Transfer and the negotiations are still in progress and the Possible Transfer may or may not proceed. As at the date of this announcement, the Company has 440,000,000 Shares in issue and does not have any other outstanding convertible securities, options and warrants. Save as disclosed above, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) as at the date of this announcement. The Potential Vendor currently directly and beneficially holds 330,000,000 Shares, representing 75% of the entire issued share capital of the Company as at the date of this announcement.

MONTHLY UPDATE

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

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DEALING DISCLOSURES

For the purposes of the Takeovers Code, the offer period is deemed to commence on the date of this announcement, being 2 July 2019.

The associates (as defined in the Takeovers Code including but not limited to any person holding 5% or more of a class of relevant securities) of the Company and the Potential Purchaser are hereby reminded to disclose their dealings in any securities of the Company under Rule 22 of the Takeovers Code.

RESPONSIBILITIES OF STOCKBROKERS, BANKS AND OTHER INTERMEDIARIES

In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:

“Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates of an offeror or the offeree company and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”

WARNINGS:

There is no assurance that the Possible Transfer will materialise or eventually be consummated and the relevant discussions may or may not lead to a general offer under Rule 26.1 of Takeovers Code. The Possible Transfer may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional adviser(s).

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RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange has been halted with effect from 9:00 a.m. on 2 July 2019 pending release of this announcement. Application has been made to the Stock Exchange for resumption of trading in the Shares with effect from 9:00 a.m. on 3 July 2019.

DEFINITION

In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:

“acting in concert”	has the meaning ascribed to it under the Takeovers Code
“Board”	the board of the Directors
“Business Days”	a day (other than any Saturday or Sunday) on which banks are
	opened in Hong Kong to general public for business
“Colorful Bay”	Colorful Bay Limited, a limited company incorporated in the
	British Virgin Islands, which is wholly-owned by Mr. So as at the
	date of this announcement
“Company”	Elegance Commercial and Financial Printing Group Limited
	(stock code: 8391), a company incorporated under the laws of the
	Cayman Islands and the Shares of which are listed on the GEM
“connected person(s)”	has the meaning ascribed to it under the GEM Listing Rules
“Deep Champion”	Deep Champion Limited, a limited company incorporated in the
	British Virgin Islands, which is wholly-owned by Mr. Leung as at
	the date of this announcement
“Deposit”	a deposit in the sum of HK$10,000,000, which the Potential
	Purchaser has agreed to pay to the Potential Vendor pursuant to
	the MOU
“Director(s)”	the director(s) of the Company
“Exclusive Period”	a period starting from the date of the MOU up to and including 30
	September 2019

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“Formal Agreement”	the formal sale and purchase agreement which may or may not be
	entered into in relation to the Possible Transfer
“GEM”	GEM operated by the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“HK$” or “Hong Kong Dollar”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“MOU”	the memorandum of understanding dated 28 June 2019 entered
	into between the Potential Vendor and the Potential Purchaser
	setting out the understanding in relation to the Possible Transfer
“Mr. Leung”	Mr. Leung Shu Kin, an executive Director of the Company as at
	the date of this announcement
“Mr. So”	Mr. So Wing Keung, the chairman, the chief executive officer,
	and an executive Director of the Company as at the date of this
	announcement
“Possible Transfer”	the possible transfer of Sale Shares by the Potential Vendor to the
	Potential Purchaser pursuant to the MOU
“Potential Purchaser”	Global Fortune Global Limited, a limited company incorporated
	in the British Virgin Islands, which is wholly-owned by Mr. Wu
	Jianwei
“Potential Vendor”	Glorytwin Limited, a limited company incorporated in the British
	Virgin Islands, which is owned as to 90% by Colorful Bay and
	10% by Deep Champion as at the date of this announcement
“Sale Shares”	330,000,000 Shares held by the Potential Vendor, representing
	75% of the existing issued share capital of the Company
“SFC”	Securities and Futures Commission of Hong Kong
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Share(s)”	the ordinary share(s) with a nominal value of HK$0.01 each in the
	share capital of the Company

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“Shareholder(s)” the holder(s) of the Share(s)

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Takeovers Code” The Hong Kong Code on Takeovers and Mergers “%” per cent.

On behalf of the Board Elegance Commercial and Financial Printing Group Limited SO Wing Keung Chairman and Chief Executive Officer

Hong Kong, 2 July, 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 of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM for the purpose of giving information with regard to the Company. The Directors of the Company, 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 “Latest Company Announcements” 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.elegance.hk.

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