E-Commodities Holdings Limited — Proxy Solicitation & Information Statement 2019

May 29, 2019

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

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 1733)

(1) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES (2) ANNUAL MANDATE TO ISSUE SHARES UNDER RESTRICTED SHARE UNIT SCHEME

(3) RE-ELECTION OF RETIRING DIRECTORS AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS SERVING MORE THAN NINE YEARS AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A letter from the board of directors of the Company is set out on pages 4 to 8 of this circular. A notice convening an annual general meeting of the Company to be held at 1804A, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong, on Friday, 28 June 2019 at 3:00 p.m. is set out on pages N-1 to N-5 of this circular. 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 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, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual 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 annual general meeting of the Company or any adjournment of it should you so wish.

29 May 2019

CONTENTS

	Page
Definition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Issue Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
RSU Annual Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Retiring Directors and Continuous Appointment of
Independent Non-executive Directors Serving More Than Nine Years . . . . . . . . .	6
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Action to Be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II – Details of Directors Proposed for Re-Election . . . . . . . . . . . . . . . . . . . .	II-1
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	N-1

• i -

DEFINITION

For the purpose of this circular, the following expressions have the following meanings unless the context requires otherwise:

“Amy Wang” Ms. Wang Yi Han (王奕涵女士), the controlling shareholder of the Company through Famous Speech “Annual General Meeting” the annual general meeting of the Company to be held at 1804A, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong, on Friday, 28 June 2019 at 3:00 p.m., notice of which is set on pages N-1 to N-5 of this circular

• “Articles of Association” or the articles of association of the Company as amended from time to “Articles” time

• “Board” the board of Directors “Company” E-Commodities Holdings Limited, a company incorporated under the laws of the British Virgin Islands with limited liability on 17 September 2007

“Directors” directors of the Company

• “Famous Speech” Famous Speech Limited, a company incorporated under the laws of the British Virgin Islands with limited liability, the controlling shareholder of the Company which is owned as to 73.3% and 26.7% by Amy Wang and Magnificent Gardenia, respectively, as at the Latest Practicable Date

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” Hong Kong Special Administrative Region of the PRC

“Issue Mandates” the general and unconditional mandates proposed to be granted to the Directors at the Annual General Meeting to exercise the powers of the Company to:

• (i) allot and issue Shares up to an aggregate number not exceeding 20% of the total number of issued Shares on the date of the passing of the said resolutions; and

• (ii) extend the mandate in (i) above by the total number of the Shares repurchased by the Company pursuant to the Repurchase Mandate

• 1 -

DEFINITION

• “Latest Practicable Date”

• “Listing Rules”

• “Magnificent Gardenia”

• “Memorandum of Association” or “Memorandum”

• “Mr. Wang’s Group”

• “Notice of Annual General Meeting”

• “Repurchase Mandate”

• “Restricted Share Unit Scheme” or “RSU Scheme”

• “RSU Annual Mandate”

• “RSU Award”

• “SFO”

• 20 May 2019, being the latest practicable date prior to the issue of this circular for ascertaining certain information included in this circular

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

• Magnificent Gardenia Limited, a company incorporated under laws of the British Virgin Islands with limited liability

• the memorandum of association of the Company as amended from time to time

• means Mr. Wang Xingchun, father of Amy Wang, and his directly and indirectly wholly owned companies, namely, Winsway Group Holdings Limited, Winsway Resources Holdings Limited, Great Start Development Ltd. and Winsway International Petroleum & Chemicals Limited

• the notice of the Annual General Meeting set out on pages N-1 to N-5 of this circular

• the general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the powers of the Company to repurchase Shares up to an aggregate number not exceeding 10% of the total number of issued Shares on the date of the passing of the said resolution

• the restricted share unit scheme and its amendment approved and adopted by the Shareholders at the annual general meetings held on 11 June 2012 and 27 June 2018 for the grant of RSU Award to eligible participant pursuant thereto

• the annual mandate in respect of the Restricted Share Unit Scheme proposed to be granted to the Directors at the Annual General Meeting to exercise the powers of the Company to allot and issue shares up to an aggregate number not exceeding 1% of the total number of issued Shares on the date of the passing of the said resolution upon vesting of the RSU Awards granted under the Restricted Share Unit Scheme

• a restricted share unit award granted to a participant under the Restricted Share Unit Scheme

Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

• 2 -

DEFINITION

“Share(s)” ordinary share(s) with no par value of the Company “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Hong Kong Code on Takeovers and Mergers “US$” United States dollar, the lawful currency of the United States of America “%” per cent

• 3 -

LETTER FROM THE BOARD

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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)

Directors: Executive Directors: Cao Xinyi (Chairman) Wang Wengang Wang Yaxu Li Jianlou

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

Principal Place of

Non-executive Director: Guo Lisheng

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

Business in Hong Kong: Unit 1902, Floor 19, Far East Finance Centre 16 Harcourt Road, Admiralty Hong Kong

29 May 2019

To the Shareholders

Dear Sir or Madam,

(1) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

(2) ANNUAL MANDATE TO ISSUE SHARES UNDER RESTRICTED SHARE UNIT SCHEME

(3) RE-ELECTION OF RETIRING DIRECTORS AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS SERVING MORE THAN NINE YEARS

AND (4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with relevant information regarding the proposed (i) grant of the Issue Mandates and the Repurchase Mandate; (ii) grant of the RSU Annual Mandate; (iii) reelection of retiring Directors and continuous appointment of independent non-executive Directors serving

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LETTER FROM THE BOARD

more than nine years, and to give you the Notice of the Annual General Meeting at which resolutions will be proposed for the Shareholders to consider and, if thought fit, approve, among other things, the aforesaid matters.

ISSUE MANDATES

Resolution 5(A) set out in the Notice of Annual General Meeting would grant a general mandate to the Directors to exercise the powers of the Company to allot, issue and deal with Shares up to a limit of 20% (or such other percentage as allowed by the Stock Exchange) of the total number of Shares in issue (that is, not exceeding 609,312,471 Shares based on 3,046,562,356 issued Shares as at the Latest Practicable Date and assuming that no further Shares are issued and repurchased prior to the date of passing the resolution). Furthermore, Resolution 5(C) set out in the Notice of Annual General Meeting would enable the Directors to issue, under the general mandate contained in Resolution 5(A), an additional number of Shares representing the number of Shares repurchased by the Company under the Repurchase Mandate. In accordance with the Listing Rules, the authority conferred on the Directors by Resolution 5(A) would continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in such resolution.

REPURCHASE MANDATE

Resolution 5(B) set out in the Notice of Annual General Meeting would grant a general mandate to the Directors to exercise the powers of the Company to repurchase, on the Stock Exchange, such number of Shares as would represent up to 10% of the total number of Shares in issue (that is, not exceeding 304,656,235 Shares based on 3,046,562,356 issued Shares as at the Latest Practicable Date and assuming that no further Shares are issued and repurchased prior to the date of passing the resolution). In accordance with the Listing Rules, the authority conferred on the Directors by Resolution 5(B) would continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in such resolution.

An explanatory statement as required under the Listing Rules, giving certain information regarding the Repurchase Mandate, is set out in Appendix I to this circular.

RSU ANNUAL MANDATE

In accordance with the rules of the Restricted Share Unit Scheme, an annual mandate is proposed under Resolution 5(D) set out in the Notice of Annual General Meeting to be granted to the Board (i) specifying the maximum number of new Shares that may underlie the RSU Awards granted pursuant to the Restricted Share Unit Scheme, and (ii) empowering the Board to allot, issue and deal with Shares underlying the RSU Awards granted pursuant to the Restricted Share Unit Scheme, during the period between the Annual General Meeting and the conclusion of the next annual general meeting of the Company or any earlier date as referred to in such resolution.

Based on 3,046,562,356 issued Shares as at the Latest Practicable Date and assuming that no further Shares are issued and repurchased prior to the date of passing the resolution and subject to the passing of Resolution 5(D) approving the RSU Annual Mandate, the maximum number of new Shares which may be

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LETTER FROM THE BOARD

issued upon vesting of the RSU Awards during the period between the Annual General Meeting and the next annual general meeting of the Company (or any earlier date as aforesaid) pursuant to the RSU Annual Mandate will be 30,465,623 Shares, representing approximately 1% of the Shares in issue.

With respect to the operation of the Restricted Share Unit Scheme, the Company will, where applicable, comply with all the relevant requirements under the Listing Rules.

RE-ELECTION OF RETIRING DIRECTORS AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS SERVING MORE THAN NINE YEARS

As at the Latest Practicable Date, the executive Directors are Ms. Cao Xinyi, Mr. Wang Wengang, Mr. Wang Yaxu and Mr. Li Jianlou, the non-executive Director is Mr. Guo Lisheng, and the independent non-executive Directors are Mr. Ng Yuk Keung, Mr. Wang Wenfu and Mr. Gao Zhikai.

Pursuant to Articles 14.2 and 14.18 of the Articles of Association, Mr. Li Jianlou, Mr. Guo Lisheng and Mr. Wang Wenfu shall retire from office by rotation at the Annual General Meeting and shall be eligible for re-election.

Pursuant to Code Provision A.4.3 of the Corporate Governance Code as set out in Appendix 14 of the Listing Rules, if an independent non-executive director serves an issuer for more than nine years, any further appointment of such an independent non-executive director should be subject to a separate resolution to be approved by the shareholders. Mr. Wang Wenfu and Mr. Ng Yuk Keung are independent non-executive Directors. Upon the conclusion of the Annual General Meeting, Mr. Wang Wenfu will serve on the Board more than nine years and Mr. Ng Yuk Keung has served on the Board more than nine years. Therefore, separate resolutions will be proposed for their continuous appointment at the Annual General Meeting. The Company has received annual written confirmations from Mr. Wang Wenfu and Mr. Ng Yuk Keung, respectively, confirming their independence in accordance with Rule 3.13 of the Listing Rules. The Board has assessed the independence of Mr. Wang Wenfu and Mr. Ng Yuk Keung, respectively, and concluded that, after nearly nine years’ of service as an independent non-executive Director, each of Mr. Wang Wenfu and Mr. Ng Yuk Keung still satisfies the independence criteria as set out in the Listing Rules and is independent in character and judgement.

Details of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II hereto.

ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting proposed to be held on Friday, 28 June 2019 at 1804A, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong is set out on pages N-1 to N-5 of this circular. At the Annual General Meeting, resolutions will be proposed to the Shareholders in respect of ordinary business to be considered at the Annual General Meeting, including the re-election of Directors, and special business to be considered at the Annual General Meeting, being the resolutions of members proposed to approve the Issue Mandates, the Repurchase Mandate and the RSU Annual Mandate.

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LETTER FROM THE BOARD

ACTION TO BE TAKEN

A form of proxy for use at the Annual General Meeting 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 17M Floor, 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 Annual General Meeting. Completion and delivery of the form of proxy will not prevent you from attending and voting at the Annual General Meeting if you so wish.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the Annual General Meeting must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the Annual General Meeting pursuant to Article 11.6 of the Articles of Association and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

CLOSURE OF REGISTER OF MEMBERS

Shareholders whose names appear on the Company’s register of members on Friday, 28 June 2019 will be eligible to attend and vote at the Annual General Meeting. The transfer books and register of members will be closed from Tuesday, 25 June 2019 to Friday, 28 June 2019, 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 Annual General Meeting, 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 Monday, 24 June 2019.

Shareholders whose names appear on the Company’s register of members on Monday, 22 July 2019, will qualify for the proposed final dividend. The Company’s transfer books and register of members will be closed from Thursday, 18 July 2019 to Monday, 22 July 2019 (both days inclusive) for the purpose of ascertaining Shareholders’ entitlement to the proposed final dividend. In order to qualify for the proposed final dividend, all transfer forms 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 before 4:30 p.m. on Wednesday, 17 July 2019. The proposed final dividend (the payment of which is subject to the Shareholders’ approval at the Annual General Meeting) is to be payable on or about Wednesday, 31 July 2019 to Shareholders whose names appear on the register of members of the Company on Monday, 22 July 2019. The Shares will trade ex-dividend on Tuesday, 16 July 2019.

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 Company. The Directors, having made all reasonable enquiries, confirm that to the best of their

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LETTER FROM THE BOARD

knowledge and belief the information contained in this circular is accurate and complete in all material respects and 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 believe that Issue Mandates, the Repurchase Mandate, the RSU Annual Mandate, the proposed re-election of retiring Directors and the continuous appointment of independent non-executive Directors are all in the best interests of the Company as well as its Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

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

Chairman and Company Secretary

• 8 -

EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide information to you with regard to the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue is 3,046,562,356 Shares. Subject to the passing of the relevant resolution of members of the Company and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, exercise in full of the Repurchase Mandate could accordingly result in up to about 304,656,235 Shares (representing 10% of the total issued Shares as at the Latest Practicable Date) being repurchased by the Company during the course of the period prior to the next annual general meeting of the Company or any earlier date as referred to in the relevant resolutions of members.

2. REASONS FOR REPURCHASE

The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.

3. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum of Association and Articles of Association and the applicable laws and regulations of the British Virgin Islands. The Company shall not purchase any of its Shares unless the Directors determine that immediately after such purchase the value of the Company’s assets exceeds its liabilities and the Company is able to pay its debts as they fall due.

The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing position which in the opinion of the Directors are from time to time appropriate for the Company. However, there might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2018 in the event that the Repurchase Mandate is exercised in full.

4. GENERAL

None of the Directors nor, to the best knowledge of the Directors, having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Repurchase Mandate if the Repurchase Mandate is approved by the Shareholders.

• I-1 -

EXPLANATORY STATEMENT

APPENDIX I

No core connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws and regulations of the British Virgin Islands.

If, as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of repurchases of Shares.

The Directors are aware that, as at the Latest Practicable Date, the number of Shares held by Famous Speech and its concert parties (including the Mr. Wang’s Group, Amy Wang and Magnificent Gardenia) is 1,556,493,113 Shares, representing approximately 51.09% of the total number of Shares in issue.

In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted to the Directors pursuant to the Repurchase Mandate, the interest of Famous Speech, and its concert parties (including the Mr. Wang’s Group, Amy Wang and Magnificent Gardenia) together with parties acting in concert with them in the Company would be increased to approximately 56.77% of the total number of Shares in issue. Such increase would not give rise to an obligation on Famous Speech, and its concert parties (including the Mr. Wang’s Group, Amy Wang and Magnificent Gardenia), together with parties acting in concert with them, to make a mandatory offer under Rule 26 of the Takeovers Code and would not reduce the number of Shares held by the public to less than 25% of the total number of Shares in issue. The Directors have no intention to exercise the Repurchase Mandate to such an extent as may result in takeover obligations for Famous Speech, and its concert parties (including the Mr. Wang’s Group, Amy Wang and Magnificent Gardenia) or reducing the public shareholding of the Company to less than the minimum public float requirement. Save as aforesaid, the Directors are not aware of any other consequences which would arise under the Takeovers Code as a consequence of any repurchases made pursuant to the Repurchase Mandate.

• I-2 -

EXPLANATORY STATEMENT

APPENDIX I

5. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

	Highest	Lowest
Month	per Share	per Share
	HK$	HK$
May 2018	0.700	0.600
June 2018	0.660	0.550
July 2018	0.580	0.500
August 2018	0.550	0.475
September 2018	0.500	0.480
October 2018	0.500	0.360
November 2018	0.430	0.375
December 2018	0.405	0.355
January 2019	0.450	0.355
February 2019	0.495	0.415
March 2019	0.580	0.435
April 2019	0.610	0.510
May 2019 (up to the Latest Practicable Date)	0.560	0.475

6. SHARE REPURCHASES MADE BY THE COMPANY

The Company purchased Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date as follows:

	Price/Highest	Lowest
	price paid	price paid
Date of purchase	per Share	per Share
	HK$	HK$
21 November 2018	0.410	0.405
22 November 2018	0.410	0.405
23 November 2018	0.410	0.405
3 January 2019	0.380	0.360
4 January 2019	0.380	0.375
7 January 2019	0.385	0.380
8 January 2019	0.390	–
10 January 2019	0.405	0.395

• I-3 -

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

This Appendix sets out the details of the Directors who will retire from office, all of whom, being eligible, offer themselves for re-election at the Annual General Meeting.

EXECUTIVE DIRECTORS

Li Jianlou (“Mr. Li”)

Mr. Li Jianlou (李建樓), aged 56, is an executive Director appointed with effect from 30 March 2018 and vice president of the Company. Mr. Li joined the Group since 1992 and is in charge of coal transport management. He has abundant experience in logistics transportation and management. Mr. Li was the general manager of Nanjing Jinhui Petroleum Storage and Transportation Co., Ltd. (南京金暉石油倉儲運 輸有限公司), vice president of Manzhouli Haitie Yonghui Storage & Transportation Co., Ltd. (滿洲里海鐵 永暉儲運有限公司), managing director of Qinhuangdao Yonghui Petroleum Storage and Transportation Co., Ltd. (秦皇島永暉石油儲運有限公司), managing director of Huludao Jinhui Petroleum Storage and Transportation Co., Ltd. (葫蘆島錦暉石油儲運有限公司), deputy general manager of Beijing Chemical Industry Group (北京化工集團). Mr. Li became an employee of E-Commodities upon its establishment in 2007. He also serves as a director and the chairman in certain subsidiaries of the Company, namely E- Commodities (Damao Qi) Railway Logistics Co., Ltd. (易大宗（達茂旗）鐵路物流有限公司), Inner Mongolia Hutie Winsway Logistics Co., Ltd. (內蒙古呼鐵永暉物流有限公司), Erlianhaote Haotong Energy Co., Ltd. (二連浩特浩通能源有限公司), Ejina Qi Ruyi Winsway Energy Co., Ltd. (額濟納旗如 意永暉能源有限公司), Bayannur Hutie Ruyi Logistics Co., Ltd. (巴彥淖爾市呼鐵如意物流有限公司), Inner Mongolia Huayuan Logistics Company Limited (內蒙古華遠現代物流有限責任公司), Shenhua Ganquan Railway Co., Ltd. (神華甘泉鐵路有限責任公司) and Xigan Railway Co., Ltd.* (西甘鐵路有限 責任公司). Mr. Li studied at Children School of China Institute of Atomic Energy (中國科學院原子能研究 所子弟學校) from 1969 to 1980. He held position in Beijing Textile Bureau (北京市紡織局) from 1980 to 1992. In 2012, Mr. Li obtained an EMBA degree from Beijing Jiaotong University.

As at the Latest Practicable Date, Mr. Li is interested in an aggregate number of 5,110,030 Shares within the meaning of Part XV of the SFO, of which 992,224 Shares are the RSU Awards were granted to Mr. Li under the RSU Scheme, and is deemed to be interested in 2,017,000 Shares held by his spouse.

The Company entered into a service contract with Mr. Li for a term of 3 years with effect from 30 March 2018. The appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association. Mr. Li is not entitled to receive a director’s fee as an executive Director of the Company.

Save as disclosed above, Mr. Li 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 past three years. Save as disclosed above, Mr. Li does not hold any other position with the Company or its subsidiaries. As at the Latest Practicable Date, Mr. Li does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company.

• II-1 -

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Save as disclosed above, there is no other matter relating to the re-election of Mr. Li as an executive Director that needs to be brought to the attention of the Shareholders and there is no other information that needs to be disclosed in connection with Mr. Li’s re-election as an executive Director pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

NON-EXECUTIVE DIRECTORS

Guo Lisheng (“Mr. Guo”)

Mr. Guo Lisheng (郭力生), aged 54, become non-executive Director with effect from 18 July 2016. He is also a director and the chairman of Minmetals South-East Asia Corporation Pte. Ltd.. From 1993, he was the general manager of China Gulf Building Material Co., Ltd., a director and deputy general manager of Minmetals (U.K.) Ltd., a deputy general manager of Minmetals Steel Co., Ltd., the executive vice president of Minmetals Inc., a deputy general manager of the mineral resources department of China Minmetals Corporation and a deputy general manager of Minmetals Exploration & Development Co., Ltd. and the president of China Metais E Minerais (Brasil) Ltd.. Mr. Guo graduated from Xiamen University with a bachelor’s degree in Economics specializing in international trade in 1984, and became a Senior International Business Engineer in 2002.

As at the Latest Practicable Date, Mr. Guo does not hold any interest in shares of the Company within the meaning of Part XV of the SFO.

The Company entered into an appointment letter with Mr. Guo for a term of 3 years commencing from 18 July 2016. The appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association. Mr. Guo will not receive any payments for his position as the nonexecutive Director of the Board.

Save as disclosed above, Mr. Guo 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 past three years. Save as disclosed above, Mr. Guo does not hold any other position with the Company or its subsidiaries. As at the Latest Practicable Date, Mr. Guo 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 re-election of Mr. Guo as a nonexecutive Director 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 Mr. Guo’s re-election as a non-executive Director pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Wang Wenfu (“Mr. Wang”)

Mr. Wang Wenfu (王文福), aged 52, was appointed as an independent non-executive Director on 20 August 2010. Mr. Wang has extensive experience in the mining industry, with international business development, cross-border mergers and acquisitions, business network establishment and international

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

trading expertise. Before Mr. Wang joined our Group as an independent non-executive Director in 2010, he worked for Aluminum Corporation of China Ltd. (“ CHALCO ”) (Stock Code: 2600), a company listed on the Hong Kong Stock Exchange, Shanghai Stock Exchange and the New York Stock Exchange since 2004, and was mainly responsible for the development of CHALCO’s overseas business, cross border mergers and acquisitions, foreign investment and risk management. He also acted as the President of Chinalco Overseas Holding Ltd., Director and President of Chalco Hong Kong Ltd., Chairman of Chalco Australia Pty. Ltd. and Chief Representative of CHALCO’s operations in Vietnam and Indonesia. Mr. Wang graduated from the Department of Linguistics of Kunming University of Science and Technology in 1987. He also obtained a Master of Business Administration degree from Monash University in 1995 and a Graduate Diploma in Applied Finance and Investment from the Securities Institute of Australia in 2002.

As at the Latest Practicable Date, Mr. Wang Wenfu does not have any interest in shares or underlying shares in the Company within the meaning of Part XV of the SFO. Mr. Wang Wenfu has entered into a letter of appointment with the Company for a term of 3 years from 1 June 2018 to 31 May 2021. The appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association. Mr. Wang is entitled to director’s fee of US$100,000 per annum under the letter of appointment. The emolument of Mr. Wang Wenfu is determined with reference to his performance and contribution to the Group and the prevailing market condition.

Mr. Wang, who will be serving on the Board for more than nine years after the conclusion of the Annual General Meeting, therefore, separate resolutions will be proposed for his continuous appointment at the Annual General Meeting. The Company has received annual written confirmation from Mr. Wang, confirming his independence in accordance with Rule 3.13 of the Listing Rules. The Board has assessed independence of Mr. Wang, and concluded that, after nearly nine years’ of service as the independent nonexecutive Director, Mr. Wang still satisfies the independence criteria as set out in the Listing Rules and is independent in character and judgement.

Save as disclosed above, as at the Latest Practicable Date, there is no information that needs to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter that needs to be brought to the attention to the Shareholders in respect of Mr. Wang Wenfu’s proposed reelection as an independent non-executive director of the Company.

Ng Yuk Keung (“Mr. Ng”)

Mr. Ng Yuk Keung (吳育強), aged 54, was appointed as an independent non-executive Director on 18 June 2010. Mr. Ng is currently an executive director and the chief financial officer of Kingsoft Corporation Limited (Stock Code: 3888), a company listed on the Stock Exchange. Mr. Ng worked with PricewaterhouseCoopers for over 12 years from 1988 to 2001. From 2001 to 2003, Mr. Ng was the Chief Financial Officer of the International School of Beijing-Shunyi, an academic institution in Beijing, China. He subsequently joined Australian Business Lawyers, a law firm in Australia in 2003 and was later appointed as a consultant in 2004 responsible for advising on accounting matters. From 2004 to 2006, he was the deputy chief financial officer, a joint company secretary and the qualified accountant of Irico Group Electronics Company Limited (stock code: 0438), a company listed on the Hong Kong Stock Exchange. From 2006 to 2010, Mr. Ng was a vice-president, the chief financial officer, the company secretary and the qualified accountant of China Huiyuan Juice Group Limited. From 2010 to 2012, Mr. Ng was an executive

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

director and the chief financial officer of China NT Pharma Group Company Limited (Stock Code: 1011), a company listed on the Hong Kong Stock Exchange. From February 2007 to October 2011, Mr. Ng was the independent non-executive director of Xinjiang Xinxin Mining Industry Co., Ltd. (Stock Code: 3833), a company listed on the Hong Kong Stock Exchange. Mr. Ng graduated from The University of Hong Kong with a bachelor’s degree in Social Sciences in 1988 and a master’s degree in Global Business Management and E-commerce in 2002. He is a professional accountant and a fellow member of both the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants, and a member of the Institute of Chartered Accountants in England and Wales. Set out below are the current appointments in other listed companies on the Hong Kong Stock Exchange and the New York Stock Exchange (as the case may be) which Mr. Ng has undertaken:

Position	Name of the listed company	Stock Code
Executive director and CFO	Kingsoft Corporation Limited	3888
Independent non-executive director	Sany Heavy Equipment International	631
	Holdings Company Limited

As at the Latest Practicable Date, Mr. Ng does not have any interest in shares or underlying shares in the Company within the meaning of Part XV of the SFO. Mr. Ng has entered into a letter of appointment with the Company for term from 1 June 2018 to 31 May 2021. The appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association. Mr. Ng is entitled to director’s fee of US$100,000 per annum under the letter of appointment. The emolument of Mr. Ng is determined with reference to his performance and contribution to the Group and the prevailing market condition.

Mr. Ng, who will be serving on the Board for more than nine years after the conclusion of the Annual General Meeting, therefore, separate resolutions will be proposed for his continuous appointment at the Annual General Meeting. The Company has received annual written confirmation from Mr. Ng, confirming his independence in accordance with Rule 3.13 of the Listing Rules. The Board has assessed independence of Mr. Ng, and concluded that, after nearly nine years’ of service as the independent non-executive Director, Mr. Ng still satisfies the independence criteria as set out in the Listing Rules and is independent in character and judgement.

Save as disclosed above, as at the Latest Practicable Date, there is no information that needs to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter that needs to be brought to the attention to the Shareholders in respect of Mr. Ng Yuk Keung’s proposed reelection as an independent non-executive director of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

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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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of shareholders 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 Friday, 28 June 2019 at 3:00 p.m. for the following purposes:

RESOLUTIONS OF MEMBERS

1. To receive and consider the audited consolidated financial statements and the Directors’ Report and the Independent Auditor’s Report for the year ended 31 December 2018.

2. To declare a final dividend for the year ended 31 December 2018.

3. (1) To re-elect Mr. Mr. Li Jianlou as a Director.

4. (2) To re-elect Mr. Guo Lisheng as a Director.

5. (3) To re-elect Mr. Wang Wenfu (who will serve more than nine years) as an independent non-executive Director.

6. (4) To re-elect Mr. Ng Yuk Keung (who has served more than nine years) as an independent non-executive Director.

7. (5) To authorise the Board to fix the remunerations of the Directors.

8. To re-appoint Messrs. KPMG, Certified Public Accountants, as auditors of the Company (the “ Auditors ”) and to authorise the Board to fix the Auditor’s remuneration.

As special business to consider and, if thought appropriate, pass with or without amendments, the following resolutions as ordinary resolutions:

1. (A) “ THAT :

2. (i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and

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NOTICE OF ANNUAL GENERAL MEETING

options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which would or might require the exercise of such powers after the end of the relevant Period;

• (iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (i) and (ii), otherwise then pursuant to (a) a Rights Issue (as defined in paragraph (iv) below); or (b) an issue of shares of the Company under any share option scheme or similar arrangement for the time being adopted by the Company for the grant or issue of shares of the Company or rights to acquire shares of the Company; or (c) an issue of shares of the Company upon the vesting of any restricted share unit award (“ RSU Award ”) granted pursuant to the Restricted Share Unit Scheme and its amendment approved and adopted by the shareholders of the Company on 11 June 2012 and 27 June 2018 (“ RSU Scheme ”); or (d) any issue of shares of the Company as scrip dividend or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed the sum of (aa) 20% (or such other percentage as allowed by The Stock Exchange of Hong Kong Limited) of the total number of issued shares of the Company at the date of passing of this resolution; and (bb) (if the Directors are so authorised by a separate resolution of members of the Company) the total number of shares repurchased by the Company subsequent to

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NOTICE OF ANNUAL GENERAL MEETING

the passing of this resolution up to a maximum equivalent to 10% of the total number of issued shares of the Company at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (iv) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

• (1) the conclusion of the next annual general meeting of the Company;

• (2) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (3) the revocation or variation of the approval given by this resolution by a resolution of members of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any jurisdiction applicable to the Company, or any recognised regulatory body or any stock exchange applicable to the Company).”

(B) “ THAT :

• (i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase shares of the Company on such terms as the Directors shall see fit, subject to and in accordance with all applicable laws, the rules and regulations of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time, be and is hereby generally and unconditionally approved;

• (ii) the aggregate number of shares which may be repurchased by the Company pursuant to the approval in paragraph (i) above shall not exceed 10% of the total number of shares of the Company in issue at the date of passing of this resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) for the purpose of this resolution, “Relevant Period” shall have the meaning as assigned to it under paragraph (iv) of Resolution 5(A) in the notice of this meeting of which this resolution forms a part.”

• (C) “ THAT conditional upon Resolution 5(A) and 5(B) in the notice of the meeting of which this resolution forms a part being passed, the Directors be and they are hereby authorised to exercise the powers of the Company referred to in paragraph (i) and (ii) of such Resolution 5(A) in respect of the total number of shares repurchased by the Company referred to in sub-paragraph (bb) of paragraph (iii) of such resolution.”

• (D) “ THAT

• (i) the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to grant RSU Awards and to allot, issue, procure the transfer of and otherwise deal with additional shares underlying any RSU Awards granted under the RSU Scheme as and when the RSU Awards vest be and is hereby approved;

• (ii) the aggregate number of additional shares underlying all RSU Awards granted by the Directors pursuant to the approval in paragraph (i) of this resolution (excluding RSU Awards that have lapsed or been cancelled in accordance with the rules of the Restricted Share Unit Scheme) shall not exceed 1% of the total number of shares of the Company in issue at the date of passing of this resolution; and

• (iii) for the purpose of this resolution, “Relevant Period” shall have the same meaning as assigned to it under paragraph (iv) of Resolution 5(A) in the notice of this meeting of which this resolution forms a part.”

By Order of the Board

E-Commodities Holdings Limited Cao Xinyi

Chairman and Company Secretary

Hong Kong, 29 May 2019

Principal place of business in Hong Kong: Unit 1902, Floor 19, Far East Finance Centre 16 Harcourt Road, Admiralty Hong Kong

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

Notes:

1. Any member of the Company 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.

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NOTICE OF ANNUAL GENERAL MEETING

1. 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.

2. 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 members in respect of the joint holding.

3. The register of members of the Company will be closed from Tuesday, 25 June 2019 to Friday, 28 June 2019, 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 Annual General Meeting, all transfers accompanies by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at Shops 17121716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 24 June 2019.

4. With regard to item no. 3 of this notice, details of Directors proposed for re-election are set out in Appendix II of the circular to shareholders of the Company dated 29 May 2019.

5. As at the date of this notice, the executive directors of the Company are Ms. Cao Xinyi, Mr. Wang Wengang, Mr. Wang Yaxu and Mr. Li Jianlou, 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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