E-Commodities Holdings Limited — Capital/Financing Update 2017

Nov 8, 2017

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 [60 x 65] intentionally omitted <==

E-COMMODITIES HOLDINGS LIMITED 易 大 宗 控 股 有 限 公 司

(formerly known as ‘‘WINSWAY ENTERPRISES HOLDINGS LIMITED 永暉實業控股股份有限公司 ’’ ) (Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 1733)

ADJUSTMENT TO CONVERSION PRICE AND THE SUBSCRIPTION PRICE OF THE BONDS THE WARRANTS ISSUED ON 14 SEPTEMBER 2017

Reference is made to the announcements of E-Commodities Holdings Limited (the ‘‘Company’’) dated 2 June 2017, 14 August 2017 and 15 September 2017 in relation to, among other things, the issue of the Bonds in an aggregate principal amount of US$40,000,000 and the 118,060,606 Warrants (the ‘‘Announcements’’), the circulars (the ‘‘Circulars’’) of the Company dated 6 July 2017 and 15 August 2017 and the EGM poll results announcements dated 24 July 2017 and 6 September 2017. Capitalised terms used in this announcement shall bear the same meanings as those defined in the Circulars and/or Announcements unless the context requires otherwise.

CONVERSION PRICE ADJUSTMENT

The Board wishes to announce that pursuant to the provision on adjustments to the Conversion Price set out in the terms and conditions of the Bonds, the Conversion Price of the Bonds will be adjusted from HK$0.90 to HK$0.862 per Conversion Share (the ‘‘Conversion Price Adjustment’’) as a result of the declaration by the Company on 22 August 2017 of an interim dividend of HK$0.038 per Share for the six months ended 30 June 2017. The Conversion Price Adjustment is effective from 18 October 2017, being the day next following the record date for the interim dividend of HK$0.038 per Share, in accordance with the terms and conditions of the Bonds. All other terms of the Bonds remain unchanged.

As at the date of this announcement, the outstanding principal amount of the Bonds is US$40,000,000. The Bonds entitled the holder thereof to convert the outstanding Bonds from 345,777,777 Conversion Shares before the Conversion Price Adjustment to 361,020,882 Conversion Share after the Conversion Price Adjustment.

– 1 –

The additional Conversion Shares will be issued and allotted pursuant to the Specific Mandate. The Company is entitled to issue and allot such number of shares of the Company as may be required to be issued and allotted upon exercise of the Conversion Rights attached to the Bonds, and the Company has not fully utilized the Specific Mandate as at the date of this announcement.

WARRANT SUBSCRIPTION PRICE ADJUSTMENT

The Board further announces that pursuant to the provision on adjustments to the Warrant Subscription Price set out in the terms and conditions of the Warrants, the Warrant Subscription Price will be adjusted from HK$0.99 to HK$0.942 per Warrant Share (the ‘‘Warrant Subscription Price Adjustment’’) as a result of the declaration by the Company on 22 August 2017 of an interim dividend of HK$0.038 per Share for the six months ended 30 June 2017. The Warrant Subscription Price Adjustment is effective from 18 October 2017, being the day next following the record date for the interim dividend of HK$0.038 per Share, in accordance with the terms and conditions of the Warrants. All other terms of the Warrants remain unchanged.

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

Hong Kong, 8 November 2017

As at the date of this announcement, the executive directors of the Company are Ms. Cao Xinyi, Mr. Wang Wengang, Ms. Zhu Hongchan and Mr. Wang Yaxu; 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.

– 2 –