Cornerstone Technologies Holdings Limited — Share Issue/Capital Change 2021

Jan 28, 2021

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.

==> picture [245 x 37] intentionally omitted <==

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)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 23.06A of the Rules Governing the Listing of Securities on the GEM of the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (the “ GEM Listing Rules ”).

The board (the “ Board ”) of directors (the “ Directors ”) of Cornerstone Technologies Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) hereby announces that a total of 28,428,000 share options (the “ Options ” and each an “ Option ”) were granted by the Company to eligible participants of the Group (the “ Grantees ”) under the share option scheme adopted by the Company on 19 April 2018, subject to acceptance by the Grantees. The following are the details of the Options granted:

Date of grant: 28 January 2021 (the “ Date of Grant ”)

• Exercise price of the HK$0.54 to subscribe for one ordinary share of the Company (the Options granted: “ Share ”), which is the highest of:

  • (i) The closing price of HK$0.54 per Share as quoted on the Stock Exchange on the Date of Grant;

  • (ii) The average closing price of HK$0.538 per Share as quoted on the Stock Exchange for the five business days immediately preceding the Date of Grant; and

  • (iii) The nominal value of HK$0.01 each of the Share.

Number of Options 28,428,000 Options (each Option shall entitle the holder of the Option to granted: subscribe for one share)

— 1 —

Validity period of the The Options shall be valid for 10 years commencing from the Date of Options: Grant

Vesting schedule:

• (i) Category I — 100% of the Options will be vested on, and exercisable from, the sixth month of the Date of Grant;

• (ii) Category II — 100% of the Options will be vested on, and exercisable from, the third month of the meeting their respective performance target

Performance target: The exercise of the Options is subject to the Grantees meeting their respective performance target as determined by the Company

The table below shows a breakdown of Options for that were granted to the Directors, chief executive and substantial shareholders of the Company:

		Number of
Name of Grantees	Position and relationship with the Company	Options granted
Liang Zihao	— Executive Director, Co-chairman of the Board	4,400,000
	and CEO
	— Substantial Shareholder
Sam Weng Wa Michael	Executive Director	440,000
Li Man Keung Edwin	Executive Director	4,400,000
Lau Wai Yan Lawson	Executive Director	4,400,000
Wu Jianwei	— Non-executive Director and Co-chairman of the	4,400,000
	Board
	— Substantial Shareholder
Tam Ka Hei Raymond	Independent non-executive Director	440,000
Yuen Chun Fai	Independent non-executive Director	440,000
Zhu Xiaohui	Independent non-executive Director	440,000
Total		19,360,000

— 2 —

The grant of Options to the above directors, chief executive, substantial shareholders has been approved by the independent non-executive Directors (excluding the independent non-executive Director who is the Grantee) of the Company as required under Rule 23.04(1) of the GEM Listing Rules.

Save as disclosed above, none of the Grantees of the Options is a Director, chief executive nor substantial shareholder of the Company or an associate (as defined in the GEM Listing Rules) of any of them.

On behalf of the Board Cornerstone Technologies Holdings Limited LIANG Zihao

Co-Chairman and Executive Director

Hong Kong, 28 January 2021

As at the date of this announcement, the executive Directors are Mr. LIANG Zihao, Mr. SAM WENG WA Michael, Mr. LI Man Keung Edwin and Mr. LAU Wai Yan Lawson, the non-executive Director is Mr. WU Jianwei and the independent non-executive Directors are Mr. TAM Ka Hei Raymond, Mr. YUEN Chun Fai and Ms. ZHU Xiaohui.

This 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 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.

This announcement will remain on the “Latest Listed Company Information” 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.cstl.com.hk.

— 3 —