E-Commodities Holdings Limited — Board/Management Information 2019

Jul 18, 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.

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E-COMMODITIES HOLDINGS LIMITED 易大宗控股有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 1733)

CHANGE OF EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE OFFICER

The Board announces the following changes of Director and the CEO with effect from 18 July 2019:

• (1) Mr. Wang Wengang ceased to act as an executive Director and the CEO due to the expiration of the term of office;

• (2) Ms. Di Jingmin has been appointed as an executive Director; and

• (3) Ms. Cao Xinyi has been appointed as the CEO.

CHANGE OF DIRECTOR

The board of directors (the “ Board ”) of E-Commodities Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) announces that the Company has received a letter from Mr. Wang Wengang (“ Mr. Wang ”), the executive director of the Company (the “ Director ”) and the chief executive officer of the Company (the “ CEO ”), who will cease to act as executive Director and CEO with effect from 18 July 2019 due to the expiration of his term of office under the service contract and will not to offer himself for re-appointment for another term.

Mr. Wang has confirmed that he has no disagreement with the Board and there is no matter relating to the cessation of his term of office that needs to be brought to the attention of the shareholders of the Company (the “ Shareholders ”). The Board wishes to express its sincere gratitude to Mr. Wang for his invaluable contribution to the Company during his period of service on the Board.

The Board further announces that Ms. Di Jingmin (“ Ms. Di ”) has been appointed as an executive Director with effect from 18 July 2019.

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Ms. Di Jingmin, aged 47, currently the vice president of the Company. Ms. Di joined the Group Company in 1995 and serves as the deputy general manager of the resources coordination center, general manager of the management center and general manager of storage and logistics department of the Group Company. She was also the director in several joint ventures of storage and logistics cooperated by the Company and railway. She became an employee of the Company in 2007 upon its establishment and set up investment and assets department and legal affairs department. Currently, Ms. Di is mainly responsible for the comprehensive management of human resources and management platform of the Group. Ms. Di is currently an executive director of E-Commodities (Shanxi) Intelligent Logistics Co., Ltd. and a supervisor of Erlianhaote Haotong Energy Co., Ltd. and Ms. Di is also a director of 20 subsidiaries of the Company, namely (1) E-Commodities (Beijing) Supply Chain Management Co., Ltd., (2) Inner Mongolia Haotong Energy Joint Stock Co., Ltd., (3) Urad Zhongqi Yiteng Mining Co., Ltd., (4) Ejina Qi Haotong Energy Co., Ltd., (5) Nantong Haotong Energy Co., Ltd., (6) Yingkou Haotong Mining Co., Ltd., (7) Longkou Winsway Energy Co., Ltd., (8) Manzhouli Haotong Energy Co., Ltd., (9) Shanghai Richway Energy Co., Ltd., (10) Urad Zhongqi Tengshengda Energy Co., Ltd., (11) Wisdom Elite Energy Co., Ltd., (12) Beijing Shacong E-Commerce Co., Ltd., (13) Tianjin RongZe TongLi Trading Co., Ltd., (14) E- Commodities (Jiangsu) Supply Chain Management Co., Ltd., (15) E-Commodities (Changsha) Industrial Co., Ltd., (16) E-Commodities (Tianjin) Commercial Factoring Co., Ltd., (17) E- Commodities (Baotou) Intelligent Logistics Co., Ltd., (18) E-Commodities (Damao Qi) Railway Logistics Co., Ltd., (19) Yizhi Technology Co., Ltd.* and (20) Inner Mongolia Yizhi Technology Co., Ltd.*. Ms. Di graduated from Beijing University of Chemical Technology with a bachelor’s degree in management engineering in 1995 and subsequently obtained a Master of Laws degree from the Chinese Academy of Social Sciences in 2009.

As at the date of this announcement, Ms. Di has interest in 3,013,030 shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), of which Ms. Di holds restricted share unit awards in respect of 992,224 underlying shares of the Company.

The Company entered into an appointment letter with Ms. Di in respect of her appointment as an executive Director for a term of 3 years commencing from 18 July 2019. Ms. Di will hold the office until the next following annual general meeting of the Company after her appointment and will be subject to re-election at that meeting in accordance with the amended and restated articles of association of the Company. Ms. Di will not receive any remuneration from the Company in respect of her appointment as an executive Director but, will be entitled to a performance-based salary for her position as the vice president of the Company.

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Save as disclosed above, Ms. Di does not hold any directorship in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas. Save as disclosed above, Ms. Di does not hold any other position with the Company or its subsidiaries. As at the date of this announcement, Ms. Di does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company.

Save as disclosed above, there is no other matter relating to the appointment of Ms. Di that needs to be brought to the attention of the shareholders of the Company and there is no other information that needs to be disclosed in connection with Ms. Di’s appointment as an executive Director pursuant to the requirements of Rule 13.51(2) of The Rules Governing the Listing of Securities (“ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

APPOINTMENT OF CEO

The Board further announce that Ms. Cao Xinyi (“ Ms. Cao ”) has been appointed as the CEO with effect from 18 July 2019.

Ms. Cao Xinyi, aged 36, is an executive Director, the chairman of the Board and the company secretary of the Company. Ms. Cao joined the Company in 2009. She has long-term experience in the business and operations of the Company, and she has been closely involved with the financial affairs of the Company and has a great deal of experience in respect of investors’ relationship since joining the Company. Before joining the Company in 2009, Ms. Cao worked at PricewaterhouseCoopers from 2005 to 2009. Ms. Cao is also a director and chairman of 20 subsidiaries of the Company, namely (1) Inner Mongolia Haotong Energy Joint Stock Co., Ltd., (2) E-Commodities (Beijing) Supply Chain Management Co., Ltd., (3) Beijing Shacong E-commerce Co., Ltd.*, (4) Cheer Top Enterprises Limited, (5) Color Future International Limited, (6) Royce Petrochemicals Limited, (7) King Resources Holdings Limited, (8) Reach Goal Management Ltd, (9) Lucky Colour Limited, (10) Eternal International Logistics Limited, (11) Million Super Star Limited, (12) E-Commodities International Development (HK) Ltd, (13) E-Commodities (HK) Holdings Limited, (14) E- Commodities Logistics Co., Ltd., (15) Wisdom Elite Inc. Limited, (16) Standard Rich Inc Limited, (17) Rise Deal Enterprises Limited, (18) Great Trend Enterprises Limited, (19) Glorious Gold Holdings Limited and (20) Prospect Time Inc Limited. Ms. Cao is an independent non-executive director of Kuang Chi Science Limited (光啟科學有限公司), a company listed on the main board of the Stock Exchange (Stock Code: 0439). She graduated from City University of Hong Kong with a bachelor’s degree in Business Administration in 2005. Ms. Cao is a member of the Hong Kong Institute of Certified Public Accountants.

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As at the date of this announcement, Ms. Cao has interest in 12,052,041 shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), of which Ms. Cao holds restricted share unit awards in respect of 3,968,899 underlying shares of the Company.

The Company has entered into an appointment letter with Ms. Cao in respect of her appointment as CEO with effect from 18 July 2019. Ms. Cao is entitled to receive a total sum of USD1 million per annum as a package for all her positions in the Group.

Save as disclosed above, Ms. Cao has not held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years immediately prior to the date of her appointment. Save as disclosed above, Ms. Cao does not hold any other position with the Company or its subsidiaries. As at the date of this announcement, Ms. Cao does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company.

Save as disclosed above, there is no other matter relating to the appointment of Ms. Cao as the CEO that needs to be brought to the attention of the shareholders of the Company and there is no other information that needs to be disclosed in connection with Ms. Cao’s appointment as the CEO of the Company pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

BOARD MEMBERS AS AT 18 JULY 2019

With effect from 18 July 2019, the Board will comprise:

• Executive Directors: Ms. Cao Xinyi, Mr. Wang Yaxu, Mr. Li Jianlou and Ms. Di Jingmin.

• Non-executive Director: Mr. Guo Lisheng

• Independent non-executive Directors: Mr. Ng Yuk Keung, Mr. Wang Wenfu and Mr. Gao Zhikai

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DEVIATION FROM THE CORPORATE GOVERNANCE CODE

As Ms. Cao serves as both the chairman of the Company (the “ Chairman ”) and the CEO, such practice deviates from code provision A.2.1 of the Corporate Governance Code as set forth in Appendix 14 to the Listing Rules (the “ CG Code ”). The Board believes that, considering Ms. Cao’s length of employment and experience in the business and operations of the Group and her professional financial knowledge, vesting the roles of both the Chairman and the CEO in Ms. Cao can provide the Group with consistent leadership, facilitate the execution of the Group’s business strategies and boost effectiveness of its operation. In addition, under the supervision of the Board (consists of 4 executive Directors, 1 non-executive Directors and 3 independent non-executive Directors) and Board committees (only 2 executive Directors served on the Board committees and other members are all independent non-executive Director), the Board is appropriately structured with balance of power to provide sufficient checks to protect the interests of the Company and the Shareholders as a whole. Therefore, the Board considers that the deviation from the code provision A.2.1 of the CG Code is appropriate in such circumstance.

By Order of the Board E-Commodities Holdings Limited Cao Xinyi Chairman

Hong Kong, 18 July 2019

As at the date of this announcement, the executive directors of the Company are Ms. Cao Xinyi, Mr. Wang Yaxu, Mr. Li Jianlou and Ms. Di Jingmin; the non-executive director of the Company is Mr. Guo Lisheng; and the independent non-executive directors of the Company are Mr. Ng Yuk Keung, Mr. Wang Wenfu and Mr. Gao Zhikai.

* for identification purposes only

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