E-Commodities Holdings Limited — Proxy Solicitation & Information Statement 2017

Aug 15, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, company secretary, professional accountant or other professional adviser.

If you have sold or transferred all your securities in E-Commodities Holdings Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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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)

(1) PROPOSED AMENDMENT TO THE MEMORANDUM OF ASSOCIATION AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the board of directors of the Company is set out on pages 4 to 7 of this circular. A notice convening an extraordinary general meeting of the Company to be held at 1804A, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong, on Wednesday, 6 September 2017 at 3:00 p.m. is set out on pages N-1 to N-2 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the extraordinary general meeting of the Company or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the extraordinary general meeting of the Company or any adjournment of it should you so wish.

15 August 2017

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed amendment to the Memorandum of Association . . . . . . . . . . . . . . . . . . . . . . . . .	5
Extension of Longstop Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	N-1

– i –

DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context otherwise requires:

‘‘Act’’	BVI Business Companies Act (as amended) of the BVI
‘‘Articles of Association’’	the articles of association of the Company as amended from
	time to time
‘‘Board’’	the board of Directors
‘‘Bonds’’	the 5% convertible bonds in an aggregate principal amount
	of US$40 million to be issued by the Company in
	accordance with the terms of the Subscription Agreement
‘‘BVI’’	British Virgin Islands
‘‘Company’’	E-Commodities Holdings Limited, company incorporated
	under the laws of the BVI with limited liability, the shares
	of which are listed on the main board of the Stock
	Exchange (stock code: 1733)
‘‘Completion’’	completion of the Subscription in accordance with the terms
	of the Subscription Agreement
‘‘Conversion Share(s)’’	the Share(s) to be allotted and issued upon exercise of the
	conversion rights attached to the Bonds
‘‘Director(s)’’	the director(s) of the Company
‘‘EGM’’	the extraordinary general meeting of the Company to be
	held at 1804A, 18/F., Tower 1, Admiralty Centre, 18
	Harcourt Road, Admiralty, Hong Kong on Wednesday, 6
	September 2017 at 3:00 p.m.
‘‘Group’’	the Company and its subsidiaries from time to time
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the PRC
‘‘Listing Rules’’	the Rules Governing the Listing of Securities on the Stock
	Exchange (as amended from time to time)
‘‘Longstop Date’’	31 August 2017, or such other date as the Company and the
	Subscriber shall agree in writing, as provided in the
	Subscription Agreement
‘‘Memorandum of Association’’	the memorandum of association of the Company as
	amended from time to time

– 1 –

DEFINITIONS

• ‘‘Notice of EGM’’

• notice of EGM which is set out on pages N-1 to N-2 of this circular

• ‘‘PRC’’

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

• ‘‘Share(s)’’ ordinary share(s) with no par value of the Company

• ‘‘Shareholder(s)’’ the holder(s) of the Shares

• ‘‘special resolution’’

• a resolution passed by a majority of not less than threefourths of the votes of Shareholders as, being entitled to do so, vote in person or by proxy or, in the case of corporations, by their duly authorised representatives, at the EGM

• ‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited

• ‘‘Subscriber’’

• Lord Central Opportunity VII Limited, a company incorporated in the BVI with limited liability

• ‘‘Subscription’’

• the issue of the Bonds and issue of the Warrants by the Company to the Subscriber pursuant to the Subscription Agreement

• ‘‘Subscription Agreement’’

• the subscription agreement dated 1 June 2017 entered into between the Company, the Subscriber and the Subsidiary Guarantors in relation to the Subscription

• ‘‘Subsidiary(ies)’’

• a company which is for the time being and from time to time a subsidiary within the meaning of the Companies Ordinance (Chapter 622 of the laws of Hong Kong), the Act, or the Listing Rules as amended from time to time, irrespective of its place of incorporation

• ‘‘Subsidiary Guarantee’’

• the guarantee to be entered into by each of the Subsidiary Guarantors to guarantee the obligations of the Company under the transactions contemplated under the Subscription Agreement

– 2 –

DEFINITIONS

• ‘‘Subsidiary Guarantors’’

• ‘‘US$’’

• ‘‘Warrant(s)’’

• ‘‘Warrant Instrument’’

• ‘‘Warrant Share(s)’’

• ‘‘Warrant Subscription Rights’’

• ‘‘Warrantholder(s)’’

• ‘‘%’’

• certain Subsidiaries that provide the Subsidiary Guarantee, namely, Glorious Gold Holdings Limited, Million Super Star Limited, E-Commodities Japan Co., Ltd. (株式会社イ ー·コモディディーズジャパン), E-Commodities Holdings Private Limited, E-Commodities (HK) Holdings Limited, Cheer Top Enterprises Limited, Legend York Star Limited, Color Future International Limited, Standard Rich Inc Limited, King Resources Holdings Limited, Eternal International Logistics Limited, Royce Petrochemicals L i m i t e d a n d E - C o m m o d i t i e s I n t e r n a t i o n a l Development(HK) Limited

• United States Dollars, the lawful currency of the United States of America

• 118,060,606 unlisted warrants of the Company to be created by the Warrant Instrument and any deed poll supplemental thereto entitling the registered holders thereof to exercise Warrant Subscription Rights on the terms set out therein

• the instrument to be executed by the Company by way of a deed poll constituting the Warrants

• new Share(s) to be allotted and issued by the Company upon the exercise of the Warrant Subscription Rights

• the rights of the Warrantholder represented by the Warrants to subscribe for Shares pursuant to the Warrants

• person(s) in whose name a Warrant is registered in the register of Warrantholders, and ‘‘holder(s)’’ in relation to a Warrant has a corresponding meaning

• per cent.

– 3 –

LETTER FROM THE BOARD

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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)

Directors: Executive Directors: Cao Xinyi (Chairman) Wang Wengang Zhu Hongchan Wang Yaxu

Non-executive Director: Guo Lisheng

Independent Non-executive Directors Ng Yuk Keung Wang Wenfu Gao Zhikai

Registered Office: Nerine Chambers PO Box 905 Road Town, Tortola British Virgin Islands

Principal Place of Business in Hong Kong: Suites 2104–05 Hutchison House 10 Harcourt Road Hong Kong

15 August 2017

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED AMENDMENT TO THE MEMORANDUM OF ASSOCIATION AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 2 June 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 circular of the Company dated 6 July 2017 and the extraordinary general meeting poll results announcement dated 24 July 2017.

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with relevant information regarding the proposed amendment to the existing Memorandum of Association and to give you the Notice of EGM at which resolutions will be proposed for the Shareholders to consider and, if thought fit, approve such amendment and related matters.

PROPOSED AMENDMENT TO THE MEMORANDUM OF ASSOCIATION

The Board proposed to amend the existing Memorandum of Association by deleting clause 7.4 of the Memorandum of Association.

The Company’s legal advisers have confirmed that the proposed amendment to the Memorandum of Association is in compliance with the requirements of the Listing Rules and the laws of the British Virgin Islands. The Company also confirmed that there is nothing unusual about the proposed amendment to the Memorandum of Association for a company listed in Hong Kong.

In accordance with clause 9 of the existing Memorandum of Association and article 33 of the existing Articles of Association, the proposed amendment to the Memorandum of Association as set out in the Notice of EGM will be subject to the approval by the Shareholders by way of a special resolution.

Reasons for the Amendment to the Memorandum of Association

Clause 7.4 of the Memorandum of Association was incorporated in the Memorandum of Association at the time the Company was preparing to list on the Stock Exchange and as the first BVI-incorporated company to do so. Clause 7.4 of the current Memorandum of Association states that: ‘‘The provisions of section 46 of the Act shall apply in relation to the issue of shares of any class in the Company.’’

The Company’s BVI legal adviser has confirmed that: (i) a BVI-incorporated company, such as the Company, may under BVI law, choose to apply, disapply or modify the application of section 46 of the Act in its constitution and unless the memorandum or the articles of the company expressly provide that section 46 of the Act shall apply, the pre-emptive rights thereunder shall not so apply to the company; (ii) where section 46 of the Act is expressly stated to apply to a company, that section provides a right of pre-emption to existing Shareholders upon the issue of new shares, but is subject to modification or disapplication by other provisions of a company’s memorandum or articles of association; and (iii) the Company has proceeded on the basis that each previous Share issue, other than any made on a pro-rata basis, has been made pursuant to a modification and/or disapplication of section 46 of the Act.

Further to discussions with the Subscriber in working towards Completion, the Company believes it preferable to seek to amend the Memorandum of Association prior to Completion to disapply section 46 of the Act by the deletion of clause 7.4 of the Memorandum of Association to avoid any ambiguity regarding the modification or disapplication of section 46 of the Act under the current Memorandum of Association and is therefore seeking Shareholders’ approval by special resolution in the EGM to make such change. The effect of the proposed amendment to delete clause 7.4 of the Memorandum of Association will be that the pre-emptive rights under section 46 of the Act shall not apply to any issue of Shares by the Company.

– 5 –

LETTER FROM THE BOARD

A separate special resolution will be sought to be passed at the EGM to ratify, approve and confirm in all respects all Share issues occurring after the Company’s initial public offering which completed on 11 October 2010 which have been made, or to be made, either pursuant to a general mandate or special mandate granted by Shareholders prior to the date of such resolution, to the Directors (including the proposed issue of Conversion Shares and Warrant Shares). Such ratification, approval and confirmation would therefore also include the future issue of Conversion Shares and Warrant Shares, respectively.

The Directors believe that the proposed change to the Memorandum of Association is in the interests of the Shareholders as a whole and note that the relevant provisions of the Listing Rules that new issues of Shares must be made on a pro-rata basis unless made pursuant to a specific or general mandate will be unaffected and continue to apply to the Company.

EXTENSION OF LONGSTOP DATE

Pursuant to the Subscription Agreement, if any of the conditions precedent under the Subscription Agreement are not fulfiled and/or waived by the Subscriber by the Longstop Date, the Subscription Agreement shall terminate and the respective obligations of the parties shall forthwith cease and terminate and none of the parties shall have any claim against the other of them (save and except for any antecedent breach).

As time will be needed to convene the EGM and, subject to approval in the EGM, to amend the Memorandum of Association as described above, the Company and the Subscriber have agreed to extend the Longstop Date to 31 October 2017 (or such other date as the Company and the Subscriber agree in writing) in accordance with the terms of the Subscription Agreement. Other than the agreed extension to the Longstop Date to accommodate the proposed change to the Memorandum of Association, the Directors believe the proposed change to the Memorandum of Association will not have any adverse effect on, or affect the validity of the transactions contemplated under, the Subscription Agreement including its approval by Shareholders at the extraordinary general meeting of the Company held on 24 July 2017.

ACTION TO BE TAKEN

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and, in any event so as to be received not less than 48 hours before the time appointed for the holding of the EGM, Completion and delivery of the form of proxy will not prevent you from attending and voting at the meeting if you so wish.

VOTING BY POLL

The resolutions set out in the notice of the EGM would be decided by poll in accordance with the Listing Rules and the Memorandum of Association and Articles of Association.

– 6 –

LETTER FROM THE BOARD

On a poll, every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall have one vote for every Share held. A Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy who is entitled to more than one vote need not use all his/its votes or cast all his/its votes in the same way.

After the conclusion of the EGM, the poll results will be published on the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.

CLOSURE OF REGISTER OF MEMBERS

Shareholders whose names appear on the Company’s register of members on Wednesday, 6 September 2017 will be eligible to attend and vote at the EGM. The transfer books and register of members will be closed from Friday, 1 September 2017 to Wednesday, 6 September 2017, both days inclusive, during which period no transfer of Shares will be effected. In order to determine the identity of Shareholders who are entitled to attend and vote at the EGM, all transfers accompanied by the relevant Share certificates must be lodged with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 31 August 2017.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and is not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors (including the independent non-executive Directors) are of the opinion that the proposed resolutions in connection with the proposed amendment to the Memorandum of Association and the proposed ratification, approval and confirmation of the issue of shares to be passed at the EGM are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors) recommend that all Shareholders vote in favour of the resolutions proposed at the EGM.

By order of the Board

E-Commodities Holdings Limited Cao Xinyi Chairman

– 7 –

NOTICE OF EGM

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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)

Notice of Extraordinary General Meeting

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ‘‘Meeting’’) of E-Commodities Holdings Limited (the ‘‘Company’’) will be held at 1804A, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Wednesday, 6 September 2017 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the following special resolutions of the Company:

SPECIAL RESOLUTIONS OF MEMBERS

As special business to consider and, if thought appropriate, pass the following resolutions as special resolutions:

1. ‘‘THAT the existing memorandum of association (‘‘Memorandum of Association’’) of the Company be amended in the following manner:

by deleting clause 7.4 of the Memorandum of Association in its entirety.’’

1. ‘‘THAT each and every issue of shares of the Company, following the Company’s initial public offering and listing on The Stock Exchange of Hong Kong Limited on 11 October 2010, made, or to be made, pursuant to a general mandate or specific mandate granted by shareholders of the Company prior to the date of this resolution to the directors of the Company (including without limitation, the proposed issue of shares in connection with the bonds and warrants contemplated under the subscription agreement dated 1 June 2017 entered into by the Company and, among others, Lord Central Opportunity VII Limited as subscriber), be and is hereby ratified, approved and confirmed.’’

By Order of the Board

E-Commodities Holdings Limited Cao Xinyi

Chairman and Company Secretary

Hong Kong, 15 August 2017

– N-1 –

NOTICE OF EGM

Principal place of business in Hong Kong Suites 2104–05 Hutchison House 10 Harcourt Road Hong Kong

Registered Office: Nerine Chambers PO Box 905 Road Town, Tortola British Virgin Islands

Notes:

• I. Any member entitled to attend and vote at the above meeting may appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

• A form of proxy is enclosed. In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting. Completion and return of a form of proxy will not preclude you from attending and voting in person if you are subsequently able to be present.

• In the case of joint shareholders, the vote of the senior who tenders a vote, whether in person, or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority will be determined by the order in which the names stand in the Company’s register of shareholders in respect of the joint holding.

• The register of members of the Company will be closed from Friday, 1 September 2017 to Wednesday, 6 September 2017, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to qualify for the attendance at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at Shop 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4: 30 p.m. on Thursday, 31 August 2017.

• As at the date of this notice, 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.

– N-2 –