E-Commodities Holdings Limited — Capital/Financing Update 2017

Sep 15, 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.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

==> 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)

COMPLETION OF ISSUE OF UNLISTED CONVERTIBLE BONDS AND UNLISTED WARRANTS UNDER SPECIFIC MANDATE

The Board is pleased to announce that completion of the issue of the Bonds and Warrants took place on 14 September 2017 in accordance with the terms and conditions of the Subscription Agreement.

Reference is made to the announcements of the Company dated 2 June 2017 and 14 August 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 the Announcements unless the context requires otherwise.

COMPLETION OF ISSUE OF THE BONDS AND WARRANTS

The Board is pleased to announce that completion of issue of the Bonds and Warrants took place on 14 September 2017 in accordance with the terms and conditions of the Subscription Agreement.

Pursuant to the Subscription Agreement, the Bonds in the principal amount of US$40,000,000 and the 118,060,606 Warrants have been issued by the Company to the Subscriber. Assuming the Conversion Rights are exercised at the initial Conversion Price of HK$0.90 per Conversion Share, upon the full conversion of the Bonds and the full exercise of the Warrants Subscription Rights, a maximum number of 463,838,383 new Shares may be allotted and issued by the Company.

– 1 –

The approval for the listing of, and permission to deal in, the Conversion Shares upon the exercise of the Convertible Bonds and the Warrant Shares upon the exercise of the Warrants Subscription Rights has been granted by the Listing Committee of the Stock Exchange.

To the best of the Director’s knowledge, information and belief, having made all reasonable enquires, as at the date of this announcement, the Subscriber and its ultimate beneficial owner(s) are third parties independent of and are not connected with the Company and its connected persons.

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the existing shareholding structure in respect of the Shares and the effects on the shareholding structure in respect of the Shares (assuming full conversion of the Bonds at the initial Conversion Price of HK$0.90 and full exercise of the Warrants Subscription Rights), are set out as below for illustration purposes only:

Substantial Shareholders Ms. Wang (Note 1) Famous Speech Limited Wang Xingchun (Note 2, 3) Winsway Group Holdings Limited (Note 2, 4) Winsway Resources Holdings Limited (Note 2, 3) Great Start Development Ltd. (Note 2, 4) Winsway International Petroleum & Chemicals Limited (Note 2, 3) China Minmetals Corporation (Note 5) Evergrowing Bank Yantai Shangkuang West Road Sub-Branch (Note 6) Magnificent Gardenia Limited (Note 5) Bondholder(s) and Warrantholder(s) Core Connected Person(s) Public Shareholders Total	As at the date of this announcement No. of Shares Approximate percentage of total issued Shares (%) (Shares) (Note 7) 1,500,080,608 47.51 1,500,080,608 47.51 1,575,993,113 49.92 1,575,993,113 49.92 1,565,587,792 49.59 1,510,485,929 47.84 1,510,485,929 47.84 1,503,195,952 47.61 856,458,256 27.13 1,500,080,608 47.51 0 0.00 28,198,484 0.89 1,553,106,759 49.19 3,157,298,356 100.00	Immediately after the completion of the issue of the Conversion Shares assuming the Conversion Rights are exercised in full at the initial Conversion Price of HK$0.90 and the Warrant Shares at the initial Warrant Subscription Price of HK$0.99 No. of Shares Approximate percentage of total issued Shares (%) (Shares) 1,500,080,608 41.43 1,500,080,608 41.43 1,575,993,113 43.52 1,575,993,113 43.52 1,565,587,792 43.23 1,510,485,929 41.71 1,510,485,929 41.71 1,503,195,952 41.51 856,458,256 23.65 1,500,080,608 41.43 463,838,383 12.81 28,198,484 0.78 2,016,945,142 55.70 3,621,136,739 100.00	Immediately after the completion of the issue of the Conversion Shares assuming the Conversion Rights are exercised in full at the initial Conversion Price of HK$0.90 and the Warrant Shares at the initial Warrant Subscription Price of HK$0.99 No. of Shares Approximate percentage of total issued Shares (%) (Shares) 1,500,080,608 41.43 1,500,080,608 41.43 1,575,993,113 43.52 1,575,993,113 43.52 1,565,587,792 43.23 1,510,485,929 41.71 1,510,485,929 41.71 1,503,195,952 41.51 856,458,256 23.65 1,500,080,608 41.43 463,838,383 12.81 28,198,484 0.78 2,016,945,142 55.70 3,621,136,739 100.00
			100.00

– 2 –

Notes:

• (1) Ms. Wang directly controls Famous Speech Limited (‘‘Famous Speech’’) and is deemed to be interested in the 1,500,080,608 Shares held by Famous Speech.

• (2) Mr. Wang’s Group and Famous Speech have entered into an agreement which is covered by s.317 and s.318 of SFO and each of Mr. Wang’s Group is deemed to be interested in the 1,500,080,608 Shares held by Famous Speech by virtue of s.317 of Securities and Futures Ordinance (‘‘SFO’’).

• (3) Mr. Wang Xingchun indirectly holds the entire issued share capital of Winsway International Petroleum & Chemicals Limited and Winsway Resources Holdings Limited and is deemed to be interested in the 10,405,321 Shares and 65,507,184 Shares held by Winsway International Petroleum & Chemicals Limited and Winsway Resources Holdings Limited, respectively.

• (4) Winsway Group Holdings Limited indirectly holds, through Great Start Development Ltd. (‘‘Great Start’’), the entire issued share capital of Winsway International Petroleum & Chemicals Limited and directly holds the entire issued share capital of Winsway Resources Holdings Limited and is deemed to be interested in the 10,405,321 Shares and 65,507,184 Shares held by Winsway International Petroleum & Chemicals Limited and Winsway Resources Holdings Limited, respectively. Mr. Wang Xingchun is the sole director of Winsway Group Holdings Limited.

• (5) China Minmetals Corporation (‘‘China Minmetals’’) was deemed to be interested in 1,503,195,952 Shares. 3,115,344 of such Shares were held by certain other companies that were controlled directly or indirectly by China Minmetals, and China Minmetals was deemed to be interested in another 1,500,080,608 Shares because Magnificent Gardenia Limited, a corporation controlled by it, entered into an agreement which is covered by s.317 and s.318 and is deemed to be interested in the 1,500,080,608 Shares held by Famous Speech by virtue of s.317 of the SFO.

• (6) Pursuant to a share pledge agreement dated 15 June 2016 entered into between Famous Speech and Evergrowing Bank Yantai Shangkuang West Road Sub-branch (‘‘Evergrowing Bank’’), Famous Speech agreed to pledge all the Shares it acquired or to be acquired in favour of Evergrowing Bank as security for a term loan to be provided by an offshore bank to Famous Speech for the purpose of underwriting the Rights Issue. On 14 July 2017, the number of shares pledged in Evergrowing Bank was reduced to 856,458,256 shares for loan repayment under the relevant facility letter.

• (7) The shareholding percentage of the Company as of the date of this announcement is calculated on the basis of 3,157,298,356 Shares in issue as at the date hereof as the denominator and the number of Shares that each substantial shareholder is interested in as the numerator.

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

Hong Kong, 15 September 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.

– 3 –