Cornerstone Technologies Holdings Limited — M&A Activity 2020

Jan 13, 2020

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

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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) cloSe oF 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/or PartieS actinG in concert WitH it);

(2) leVel oF accePtance and reSultS oF tHe oFFer; and

(3) Public Float oF tHe comPanY

Financial adviser to the offeror VbG caPital limited

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independent Financial adviser to the independent board committee

Vinco caPital limited

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cloSe oF tHe oFFer

The Offer made by VBG Capital on behalf of the Offeror was closed at 4:00 p.m. on Monday, 13 January 2020 and was not revised or extended by the Offeror.

reSultS oF tHe oFFer

As at 4:00 p.m. on Monday, 13 January 2020, being the latest time and date for acceptance of the Offer as set out in the Composite Document, the Offeror has received valid acceptances of the Offer in respect of 478,000 Offer Shares, representing approximately 0.11% of the entire issued share capital of the Company as at the date of this joint announcement. Taking into account the valid acceptances in respect of 478,000 Offer Shares under the Offer as at 4:00 p.m. on 13 January 2020, the Offeror and parties acting in concert with it would hold an aggregate of 224,278,000 Shares, representing approximately 50.97% of the entire issued share capital of the Company as at the date of this joint announcement.

Settlement oF tHe oFFer

Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty in respect of the acceptances of the Offer) payable for the Offer Shares tendered under the Offer have been, or will be, posted to the Shareholders who have already accepted the Offer (to the address specified in the Form of Acceptance) 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 the duly completed Form of Acceptance and all the relevant documents necessary to render the acceptance under the Offer complete, valid and in compliance with the Takeovers Code.

The latest date for posting of remittances for the amounts due in respect of valid acceptances received under the Offer is Wednesday, 22 January 2020.

Public Float

Immediately upon the close of the Offer, 109,522,000 Shares, representing approximately 24.89% of the total number of issued Shares as at the date of this joint announcement, are held by the public (as defined in the GEM Listing Rules), subject to the completion of the transfer of the Offer Shares acquired under the Offer to the Offeror. Accordingly, as at the date of this joint announcement, the minimum public float requirement of 25% as set out under Rule 11.23(7) of the GEM Listing Rules was not satisfied.

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The directors of the Offeror and the Directors have jointly and severally undertaken to the Stock Exchange to take appropriate steps (which may include placing down part of its interest in the Company to independent third parties not connected with or acting in concert with the Offeror, its ultimate beneficial owners and associates, the Directors, chief executive or substantial Shareholders of the Company or any of their respective subsidiaries or any of their respective associates) to ensure that sufficient public float exists in the Shares following the close of the Offer, to ensure that not less than 25% of the Shares will be held by the public under Rule 11.23(7) of the GEM Listing Rules.

An application has been made to the Stock Exchange for a temporary waiver from strict compliance with Rule 11.23(7) of the GEM Listing Rules for a period of three calendar months commencing from the close of the Offer. The Offeror and the Company will take appropriate steps as soon as practicable to restore the required minimum public float. Further announcement(s) will be made by the Company regarding the restoration of public float as and when appropriate.

Reference is made to the composite document jointly issued by the Company and the Offeror dated 23 December 2019 (the “ composite document ”). Unless otherwise defined, capitalised terms used in this joint announcement shall have the same meanings as those defined in the Composite Document.

cloSe oF tHe oFFer

The Offeror and the Company jointly announce that the Offer made by VBG Capital on behalf of the Offeror was closed at 4:00 p.m. on Monday, 13 January 2020 and was not revised or extended by the Offeror.

reSultS oF tHe oFFer

As at 4:00 p.m. on Monday, 13 January 2020, being the latest time and date for acceptance of the Offer as set out in the Composite Document, the Offeror had received valid acceptances of the Offer in respect of 478,000 Offer Shares, representing approximately 0.11% of the entire issued share capital of the Company as at the date of this joint announcement. Taking into account the valid acceptances in respect of 478,000 Offer Shares under the Offer as at 4:00 p.m. on 13 January 2020, the Offeror and parties acting in concert with it would hold an aggregate of 224,278,000 Shares, representing approximately 50.97% of the entire issued share capital of the Company as at the date of this joint announcement.

SHareHoldinG Structure oF tHe comPanY

Immediately prior to the commencement of the Offer Period, the Offeror and parties acting in concert with it were interested in a total of 223,800,000 Shares, representing approximately 50.86% of the entire issued share capital of the Company. Save for the aforesaid, the Offeror and parties acting in concert with it (excluding the Vendor) did not hold, control or direct over any Share or right over Shares prior to the commencement of the Offer Period.

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Immediately after the Completion and before the Offer, the Offeror and parties acting in concert with it were interested in a total of 223,800,000 Shares, representing approximately 50.86% of the entire issued share capital of the Company. Immediately after the close of the Offer, taking into account the valid acceptances in respect of 478,000 Offer Shares under the Offer have been received and subject to the due registration by the Registrar of the transfer of the Offer Shares, (i) the Offeror and parties acting in concert with it are interested in an aggregate of 224,278,000 Shares, representing approximately 50.97% of the issued share capital of the Company; and (ii) approximately 24.89% of the issued share capital of the Company remains to be held by the public (within the meanings of the GEM Listing Rules) as at the date of this joint announcement.

The following table sets out the shareholding structure of the Company (i) immediately after the Completion and before the Offer; and (ii) immediately after the close of the Offer and as at the date of this joint announcement:

name of Shareholders The Offeror and parties in concert with it (excluding the Vendor) The Vendor_(Note)_and parties in concert with it Sub-total Public Shareholders total	(i) immediately after the completion and before the offer 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	(ii) immediately after close of the offer and as at the date of this joint announcement Number of Shares Approximate % 224,278,000 50.97 106,200,000 24.14 330,478,000 75.11 109,522,000 24.89 440,000,000 100	(ii) immediately after close of the offer and as at the date of this joint announcement Number of Shares Approximate % 224,278,000 50.97 106,200,000 24.14 330,478,000 75.11 109,522,000 24.89 440,000,000 100
			75.11 24.89
			100

Notes:

1. Certain percentage figures included in the above table have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.

2. As at the date of this announcement, the Vendor is ultimately controlled by Mr. So, who owns 90% of the issued share capital of the Vendor through his wholly-owned company, Colorful Bay; and Mr. Leung, who 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.

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Save for the interest in a total of 223,800,000 Shares and valid acceptances in respect of a total of 478,000 Offer Shares under the Offer, the Offeror and parties acting in concert with it (i) have not acquired or agreed to acquire any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company or any rights over the Shares during the Offer Period; or (ii) had not borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period.

Settlement oF tHe oFFer

Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty in respect of the acceptances of the Offer) payable for the Offer Shares tendered under the Offer have been, or will be, posted to the Shareholders who have already accepted the Offer (to the address specified in the Form of Acceptance) 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 the duly completed Form of Acceptance and all the relevant documents necessary to render the acceptance under the Offer complete, valid and in compliance with the Takeovers Code.

The latest date for posting of remittances for the amounts due in respect of valid acceptances received under the Offer is Wednesday, 22 January 2020.

Public Float

Immediately upon the close of the Offer, 109,522,000 Shares, representing approximately 24.89% of the total number of issued Shares as at the date of this joint announcement, are held by the public (as defined in the GEM Listing Rules), subject to the completion of the transfer of the Offer Shares acquired under the Offer to the Offeror. Accordingly, as at the date of this joint announcement, the minimum public float requirement of 25% as set out under Rule 11.23(7) of the GEM Listing Rules was not satisfied.

The directors of the Offeror and the Directors have jointly and severally undertaken to the Stock Exchange to take appropriate steps (which may include placing down part of its interest in the Company to independent third parties not connected with or acting in concert with the Offeror, its ultimate beneficial owners and associates, the Directors, chief executive or substantial Shareholders of the Company or any of their respective subsidiaries or any of their respective associates) to ensure that sufficient public float exists in the Shares following the close of the Offer, to ensure that not less than 25% of the Shares will be held by the public under Rule 11.23(7) of the GEM Listing Rules.

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An application has been made to the Stock Exchange for a temporary waiver from strict compliance with Rule 11.23(7) of the GEM Listing Rules for a period of three calendar months commencing from the close of the Offer. The Offeror and the Company will take appropriate steps as soon as practicable to restore the required minimum public float. Further announcement(s) will be made by the Company regarding the restoration of public float as and when appropriate.

By order of the board of directors of Global Fortune Global limited

By order of the Board of elegance commercial and Financial Printing Group limited liang Zihao So Wing Keung Director Executive Director

Hong Kong, 13 January 2020

As at the date of this joint 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 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 information relating to the Offeror and parties acting in concert with it) and confirm, having made all reasonable inquiries, that to the best of each of their knowledge, opinions expressed in this joint announcement (other than those 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 statements 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.

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The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those relating to the Directors and the Group), and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those 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 statements in this joint announcement misleading.

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

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