Cornerstone Technologies Holdings Limited — Proxy Solicitation & Information Statement 2022

Mar 21, 2022

CORNERSTONE TECHNOLOGIES HOLDINGS LIMITED 基石科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8391)

Form of Proxy for Extraordinary General Meeting

I/We,1 of being holder(s) of CORNERSTONE of or (email address) or failing him/her or (email address) Company to be he in respect of the r	1
		2 T	shares of HK$0.01 each in the capital of ECHNOLOGIES HOLDINGS LIMITED (the “Company”)HEREBY APPOINT THE CHAIRMAN OF THE MEETINGor3
			of to d on Monday, 11 April 2022 at 3:00 p.m. a olution set out in the notice convening the
				act as my/our proxy to attend, act and vote on my/our behalf at the Extraordinary General Meeting (“EGM”) of the t 2402, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong or its adjournment EGM (the “Notice”) as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit:
		l es
			ORDIN	ARY RESOLUTION	FOR4		AGAINST4
1.	“THAT (a) (i) the placing agreement dated 30 September 2021 entered into between the Company and VBG Capital Limited (“Placing Agent”); (ii) the supplemental placing agreement dated 9 November 2021 entered into between the Company and the Placing Agent; and (iii) the supplemental placing agreement dated 29 November 2021 entered into between the Company and the Placing Agent (collectively, the “Placing Agreements”) (a copy of the Placing Agreements have been produced to the meeting and marked “A” and initialed by the chairman of the meeting for identification purpose) in relation to the Placing of 87,000,000 new ordinary shares of HK$0.01 each in the share capital of the Company (the “Placing Shares”) by the Placees at the Placing price of HK$0.62 per Placing Share in up to two or more tranches and the transaction contemplated thereunder be and are hereby approved, confirmed and ratified; (b) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting and not having withdrawn or revoked the approval for the listing of, and permission to deal in the Placing Shares prior to settlement of the Placing Shares, the directors of the Company (the “Directors”) be and are hereby granted a specific mandate to allot and issue the Placing Shares in accordance with the terms of the Placing Agreements, provided that this specific mandate shall be in addition to, and shall not prejudice nor revoke any existing or such other general or specific mandates which may from time to time be granted to the Directors prior to the passing of this resolution; and (c) any one of the Directors be and is hereby authorised to take any action and execute such other documents as he/she considers necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the Placing Agreements and the transaction contemplated thereunder, including, without limitation, the allotment and issue of the Placing Shares under the relevant specific mandate.”
2.	“THAT (a) the service contract entered into between the Company and Mr. Yip Shiu Hong (the “CEO Service Contract”) in relation to the appointment of Mr. Yip Shiu Hong as the chief executive officer of the Company (a copy of the CEO Service Contract has been produced to the meeting and marked “B” and initialed by the chairman of the meeting for identification purpose) upon which the Directors have agreed 5,997,905 Shares are to be allot and issued to Mr. Yip Shiu Hong as a signing bonus (the “CEO Emolument Shares”), and the transaction contemplated thereunder be and are hereby approved, confirmed and ratified; (b) conditional upon the Listing Committee of the Stock Exchange granting and not having withdrawn or revoked the approval for the listing of, and permission to deal in the CEO Emolument Shares prior to settlement of the CEO Emolument Shares, the Directors be and are hereby granted a specific mandate to allot and issue the CEO Emolument Shares in accordance with the terms of the CEO Service Contract, provided that this specific mandate shall be in addition to, and shall not prejudice nor revoke any existing or such other general or specific mandates which may from time to time be granted to the Directors prior to the passing of this resolution; and (c) any one of the Directors be and is hereby authorised to take any action and execute such other documents as he/she considers necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the CEO Service Contract and the transaction contemplated thereunder, including, without limitation, the allotment and issue of the CEO Emolument Shares under the relevant specific mandate.”
3.	“THAT (a) the service contract entered into between the Company and Mr. Ng Sze Chun (the “COO Service Contract”) in relation to the appointment of Mr. Ng Sze Chun as the chief operating officer of the Company (a copy of the COO Service Contract has been produced to the meeting and marked “C” and initialed by the chairman of the meeting for identification purpose) upon which the Directors have agreed 2,998,953 Shares are to be allot and issued to Mr. Ng Sze Chun as a signing bonus (the “COO Emolument Shares”), and the transaction contemplated thereunder be and are hereby approved, confirmed and ratified; (b) conditional upon the Listing Committee of the Stock Exchange granting and not having withdrawn or revoked the approval for the listing of, and permission to deal in the COO Emolument Shares prior to settlement of the COO Emolument Shares, the Directors be and are hereby granted a specific mandate to allot and issue the COO Emolument Shares in accordance with the terms of the COO Service Contract, provided that this specific mandate shall be in addition to, and shall not prejudice nor revoke any existing or such other general or specific mandates which may from time to time be granted to the Directors prior to the passing of this resolution; and (c) any one of the Directors be and is hereby authorised to take any action and execute such other documents as he/she considers necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the COO Service Contract and the transaction contemplated thereunder, including, without limitation, the allotment and issue of the COO Emolument Shares under the relevant specific mandate.”

ORDINARY RESOLUTION	ORDINARY RESOLUTION	FOR4	AGAINST4
4.	“THAT (a) the deed of settlement of debt (the “Deed”) dated 30 December 2021 entered into between the Company as issuer and (i) Mr. Wu Jianwei; (ii) Mr. Liang Zihao; (iii) Mr. Li Man Keung Edwin; and (iv) Mr. Pan Wenyuan, collectively, as subscribers (the “Subscribers”) in relation to, the proposed subscription of 45,316,000 Shares (the “Subscription Shares”) at the subscription price of HK$0.62 per Subscription Share to, among other things, capitalize the aggregate amount owed by the Group to the Subscribers of HK$28,100,000 as at the date of the Deed on and subject to the terms and conditions thereof (a copy of the Deed marked “D” and signed by the chairman of the EGM for identification purpose has been tabled at the EGM), and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; (b) conditional upon the Listing Committee of the Stock Exchange granting and not having withdrawn or revoked the approval for the listing of, and permission to deal in the Subscription Shares prior to settlement of the Subscription Shares, the Directors be and are hereby granted a specific mandate to allot and issue the Subscription Shares in accordance with the terms of the Deed, provided that this specific mandate shall be in addition to, and shall not prejudice nor revoke any existing or such other general or specific mandates which may from time to time be granted to the Directors prior to the passing of this resolution; and (c) any one of the Directors be and is hereby authorised to take any action and execute such other documents as he/she considers necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the Deed and the transaction contemplated thereunder, including, without limitation, the allotment and issue of the Subscription Shares under the relevant specific mandate.”
5.	“THAT (a) subject to and conditional upon the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the shares to be issued upon exercise of any options to be granted under the Refreshed Limit (as defined below) pursuant to the share option scheme (“Share Option Scheme”) of the Company adopted by the resolution of the shareholders of the Company passed on 19 April 2018, the existing limit on the grant of options under the Share Option Scheme and any other schemes of the Company be refreshed so that the aggregate nominal amount of share capital of the Company to be allotted and issued upon exercise of any options to be granted under the Share Option Scheme and any other schemes of the Company (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme and any other schemes of the Company) shall not exceed 10% of the total number of the issued share capital of the Company in issue as at the date of the passing of this resolution (“Refreshed Limit”) and that the Directors of the Company be and are hereby authorized to grant options up to the Refreshed Limit and to exercise all the powers of the Company to allot, issue and deal with shares of the Company under the Refreshed Limit pursuant to the exercise of such options.”

I/We hereby acknowledge and confirm as follows:

1. I/we am/are duly authorised by my/our proxy to provide his/her personal information (including the email address) above;

2. (where an email address is provided) the Company and its agents are authorised to send the login details to access the online platform to my/our proxy through the email address provided above;

3. I have checked and ensured that all information provided in this form of proxy is accurate and complete. Neither the Company nor its agents assume any obligation or liability whatsoever in respect of the accuracy or completeness of the information provided, or in connection with the transmission of the login details or any use of the login details for voting or otherwise;

4. if I/we or my/our proxy cast my/our votes through the online platform, such votes are irrevocable once the voting session of the EGM ends; and

5. if my/our proxy has not received the login details by email by Friday, 8 April 2022, I/we understand that I/we should reach out to the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited for assistance.

Dated this day of 2022

Signature(s)[6]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. Given the special arrangements adopted by the Company as set out in the section headed “Special Arrangements for the EGM” of the Company’s circular dated 21 March 2022, all Shareholders (other than those who are required to attend the EGM physically to form a quorate meeting) who wish to appoint a proxy to attend and vote at the EGM shall appoint the Chairman of the EGM as their proxy; for Shareholders who are required to attend the EGM physically to form a quorate meeting, a senior management member and/or senior staff member of the Company shall be appointed as their proxy. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK (“ 3 ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK (“ 3 ”) THE BOX MARKED “AGAINST” . Failure to tick a box will entitle your proxy to cast vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the Notice.

5. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practise in Hong Kong), must be deposited with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time fixed for holding the EGM (i.e. not later than 3:00 p.m. on Saturday, 9 April 2022) or any adjournment thereof.

6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must either be executed under its common seal or under the hand of an officer or attorney or other person duly authorised.

7. Where there are joint registered holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the EGM, personally or by proxy, then one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

8. The proxy need not be a member of the Company but must attend the EGM in person to represent you.

9. Any alteration made to this form should be initialled by the person who signs the form.

10. Completion and return of this form of proxy will not preclude you from attending and voting in person at the EGM should you wish.

11. In light of the continuing risks posed by the COVID-19 pandemic, the Company is adopting special arrangements in respect of the EGM (details set out in the Company’s circular dated 21 March 2022). In particular, other than the minimum number of persons required under the articles of association of the Company to form a quorate meeting, together with a limited number of other attendees to ensure the proper conduct of the EGM, other Shareholders, proxies or corporate representatives will not be able to attend the EGM in person in light of the continuing risks posed by the COVID-19 pandemic. Any person who attempts to do so will be excluded and will not be permitted entry to the venue of the EGM. Shareholders may attend and participate at the EGM via visiting a link of a live webcast of the EGM which will be attached in an email instruction sent by Tricor Investor Services Limited, details of which are set out in the Company’s circular dated 21 March 2022.

12. A Shareholder entitled to vote at the EGM (or at any adjournment thereof) is entitled to appoint one or more proxies to vote instead of the Shareholder. A proxy does not need to be a Shareholder. However, given the special arrangements adopted by the Company as outlined in Note 11 above and more particularly set out in the circular of the Company dated 21 March 2022, if you wish to vote on any resolution at the EGM, you must complete this form and appoint the Chairman of the EGM as your proxy to exercise your right to vote at the EGM in accordance with your instructions.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this proxy form has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the “ PDPO ”), which includes your and your proxy’s name and address.

Your and your proxy’s Personal Data provided in this proxy form will be used in collection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the EGM. The supply of your and your proxy’s Personal Data is on a voluntary basis. However, we may not be able to process your request unless you provide us with your and your proxy’s Personal Data.

Your and your proxy’s Personal Data will be disclosed or transferred to the Company’s branch share registrar and transfer office in Hong Kong and/or other companies or bodies for the purpose stated above, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and will be retained for such period as may be necessary for our verification and record purpose.

By providing your proxy’s Personal Data in this proxy form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this proxy form and that you have informed your proxy of the purpose for and the manner in which his/ her Personal Data may be used. You/your proxy have/has the right to request access to and/or correction of your/your proxy’s Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy’s Personal Data should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.