E-Commodities Holdings Limited — Capital/Financing Update 2021

Aug 9, 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.

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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)

DISCLOSEABLE TRANSACTION PROVISION OF COUNTER-GUARANTEE

PROVISION OF THE COUNTER-GUARANTEE

Reference is made to the announcement of the Company dated 25 July 2019 and the circular of the Company dated 30 August 2019, in relation to, among others, the formation of Xianghui Energy by the Company and Xiamen Xiangyu, the equity interest of Xianghui Energy is held by the Company and Xiamen Xiangyu as to 49% and 51%, respectively.

Pursuant to the Guarantee Quota approved by the shareholders of Xiamen Xiangyu at its annual general meeting held on 23 March 2021, of which Xiamen Xiangyu will provide a corporate guarantee to secure all the repayment obligation of Xianghui Energy under the Banking Facilities in an aggregate principal amount of up to RMB400 million. On 9 August 2021, the Company and Xiamen Xiangyu entered into the Counter-Guarantee, pursuant to which the Company agreed to provide the Counter-Guarantee to Xiamen Xiangyu in proportion to its 49% equity interest in Xianghui Energy. The Counter-Guarantee is for the amount drawn down on the Banking Facilities together with any interest accrued thereon, any penalties, compensation and other related fees and expenses which may be payable by Xiamen Xiangyu as contemplated under the Bank Guarantee Contract provided by Xiamen Xiangyu to the Designated Banks in an aggregate amount of up to RMB215 million.

LISTING RULES IMPLICATIONS

As the relevant applicable percentage ratios (as defined under the Listing Rules) in respect of the provision of the Counter-Guarantee in aggregate exceed 5% but are less than 25%, the provision of the Counter-Guarantee constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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A. PROVISION OF THE COUNTER-GUARANTEE

Reference is made to the announcement of the Company dated 25 July 2019 and the circular of the Company dated 30 August 2019, in relation to, among others, the formation of Xianghui Energy by the Company and Xiamen Xiangyu. The equity in Xianghui Energy is held by the Company and Xiamen Xiangyu as to 49% and 51%, respectively.

Pursuant to the Guarantee Quota approved by the shareholders of Xiamen Xiangyu at its annual general meeting held on 23 March 2021, Xiamen Xiangyu will provide a corporate guarantee to secure all the repayment obligation of Xianghui Energy under the Banking Facilities in an aggregate principal amount of up to RMB400 million. On 9 August 2021, the Company and Xiamen Xiangyu entered into the Counter-Guarantee, pursuant to which the Company agreed to provide the Counter-Guarantee to Xiamen Xiangyu in proportion to its 49% equity interest in Xianghui Energy. The Counter-Guarantee is for the amount drawn down on the Banking Facilities together with any interests accrued thereon, any penalties, compensation and other related fees and expenses which may be payable by Xiamen Xiangyu as contemplated under the Bank Guarantee Contract provided by Xiamen Xiangyu to the Designated Banks in an aggregate amount of up to RMB215 million.

The principal terms of the Counter-Guarantee Contract are set out below.

The Counter-Guarantee Contract

Date

• 9 August 2021

Parties

• (1) the Company; and

• (2) Xiamen Xiangyu.

To the best of the Directors’ knowledge, information and belief after making all reasonable enquiries, Xiamen Xiangyu, its ultimate beneficial owners and their respective associates are third parties independent of the Company and the connected persons of the Company.

Amount guaranteed

Pursuant to the Counter-Guarantee, the Company agreed to provide the Counter-Guarantee in an aggregate amount of up to RMB215 million for the drawdown amount under the Banking Facilities together with any interests accrued thereon, any penalties, compensation and other

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related fees and expenses which may be payable by Xiamen Xiangyu as contemplated under the relevant bank guarantee contracts in relation to the corporate guarantee provided by Xiamen Xiangyu in favour of the Designated Banks.

Term of the Counter-Guarantee

The term of the Counter-Guarantee is three years from the date of performance of the obligations by Xiamen Xiangyu under the relevant bank guarantee contracts.

Bank Guarantee Contracts

In connection with the Banking Facilities, according to the requirements of the Designated Banks, a guarantee from the controlling shareholder to secure all the repayment obligations of Xianghui Energy in required for a loan application. In this regard, Xiamen Xiangyu agreed to provide the corporate guarantee in favour of the Designated Banks to secure all the repayment obligations of Xianghui Energy under the relevant Banking Facilities.

B. REASONS FOR AND BENEFITS OF THE COUNTER-GUARANTEE CONTRACT

To further expand Mongolia coal trading businesses, the two parties have achieved the arrangement above mentioned, to settle the working capital demand of Xianghui Energy.

The Directors believe that the terms of the Counter-Guarantee are on normal commercial terms, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

C. LISTING RULES IMPLICATIONS

As the relevant applicable percentage ratios (as defined under the Listing Rules) in respect of the provision of the Counter-Guarantee in aggregate exceed 5%, but are less than 25%, the provision of the Counter-Guarantee constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

D. INFORMATION ON THE PARTIES

The Company

The Company is a company incorporated in the British Virgin Islands and is principally engaged in the processing and trading of coal and other products and providing logistics services throughout the commodity supply chain.

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Xiamen Xiangyu

Xiamen Xiangyu is a state-owned enterprise owned by Xiamen Xiangyu Group Co., Ltd. and its shares are listed on the main board of the Shanghai Stock Exchange. Xiamen Xiangyu is principally engaged in commodities trading, related logistics services, and the development and operation of logistics platforms (parks).

E. DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

“associate(s)” has the meaning ascribed to it under the Listing Rules “Banking Facilities” the banking facilities in an aggregate principal amount of up to RMB400 million to be extended to Xianghui Energy by the Designated Banks “Board” the board of Directors “Counter-Guarantee” the counter-guarantee to be provided by the Company to Xiamen Xiangyu under the terms of the guarantee contract dated 9 August 2021 entered into between the Company and Xiamen Xiangyu “Company” E-Commodities Holdings Limited, a limited liability company incorporated in the British Virgin Islands, the shares of which are listed on the main board of the Stock Exchange “connected person(s)” has the meaning ascribed thereto under the Listing Rules “Designated Banks” the banks providing the Banking Facilities to Xianghui Energy “Director(s)” the director of the Company “Guarantee Quota” the quota for a corporate guarantee that may be provided by Xiamen Xiangyu in relation to certain bank facilities extended or to be extended to Xianghui Energy in an aggregate principal amount of not more than RMB1.2 billion, which was approved by the shareholders of Xiamen Xiangyu at its annual general meeting held on 23 March 2021

“Group” the Company and its subsidiaries

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the Hong Kong Special Administrative Region of the PRC

“Hong Kong”

“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time)

• “PRC”

the People’s Republic of China, which for the purpose of this announcement excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “RMB” Renminbi, the lawful currency of the PRC “Share(s)” ordinary share(s) of the Company with no par value “Shareholder(s)” holder(s) of the Shares

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Xiamen Xiangyu”

  • Xiamen Xiangyu Joint Stock Company Limited* (廈門象嶼股 份有限公司), a state-owned enterprise incorporated under the laws of the PRC, the shares of which are listed on the Shanghai Stock Exchange (stock code: 600057.SH)

• “Xianghui Energy” Xianghui Energy (Xiamen) Co., Ltd.* (象暉能源（廈門）有限 公司), a company incorporated under the laws of the PRC with limited liability, the equity in which is held by the Company and Xiamen Xiangyu as to 49% and 51%, respectively

“%” per cent.

By Order of the Board

E-Commodities Holdings Limited Cao Xinyi Chairman

Hong Kong, 9 August 2021

As at the date of this announcement, the executive directors of the Company are Ms. Cao Xinyi, Mr. Wang Yaxu, Ms. Di Jingmin and Mr. Zhao Wei; 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.

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