E-Commodities Holdings Limited — Remuneration Information 2018

Jul 20, 2018

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 (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)

GRANT OF RESTRICTED SHARE UNITS

Reference is made to the announcement of E-Commodities Holdings Limited (the “ Company ”) dated 11 June 2012 and 27 June 2018 in relation to, among other things, the adoption of restricted share unit scheme and its amendment (the “ Scheme ”) by the shareholders of the Company at the Company’s annual general meeting, the details of which were set out in the circulars of the Company dated 25 April 2012 and 30 April 2018 (the “ Circulars ”) and the announcements dated 20 January 2017, 20 July 2017 and 19 January 2018 on the grant of RSUs. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the Circulars.

GRANT OF RESTRICTED SHARE UNITS

The board of directors of the Company (the “ Board ”) announces that on 20 July 2018, the Company granted certain RSUs in respect of an aggregate of 14,098,540 ordinary shares with no par value of the Company (the “ Share(s) ”) to certain grantees (the “ Grantees ”) pursuant to the Scheme. The Shares underlying the granted RSUs will be settled by existing Shares held by the Trustee pursuant to the Scheme, which represent approximately 0.45% of the total number of issued Shares as at the date of this announcement. Details of all the RSUs granted under the Scheme are as follows:

			Number of
		Number of	Underlying
Date of Grant	Vesting Date	RSUs Granted	Shares Involved
19 January 2017	The RSUs granted were vested in	7,385,000	7,385,000
	full on 20 July 2017
20 July 2017	The RSUs granted were vested in	25,101,488	25,101,488
	full on 21 January 2018

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Date of GrantVesting Date19 January 2018The RSUs granted were vested infull on 20 July 201820 July 2018The RSUs granted will be vestedin full on 19 January 2019TOTAL	Date of GrantVesting Date19 January 2018The RSUs granted were vested infull on 20 July 201820 July 2018The RSUs granted will be vestedin full on 19 January 2019TOTAL			Number of	Number of
	antVesting Date 2018The RSUs granted were vested infull on 20 July 2018	RSU	Number ofs Granted8,891,684	S	Underlyinghares Involved8,891,684
		14,098,54055,476,712		14,098,540
				55,476,712

Among the RSUs granted on 20 July 2018, 9,164,051 RSUs were granted to the following Directors as part of their remuneration package of their respective service contracts, details of which are as follows:

	Number of RSUs		Number of RSUs
	held immediately		held immediately
	before this grant of	Number of RSUs	after this grant of
Name of Directors	RSUs	granted	RSUs
Ms. Cao Xinyi	1,778,337	2,819,708	4,598,045
Mr. Wang Wengang	1,778,337	2,819,708	4,598,045
Mr. Wang Yaxu	1,333,753	2,819,708	4,153,461
Mr. Li Jianlou	444,584	704,927	1,149,511
TOTAL	5,335,011	9,164,051	14,499,062

4,934,489 RSUs were granted to the remaining Grantees who are not Directors, the chief executive, or a substantial shareholder of the Company or its subsidiaries, nor an associate (as defined in the Listing Rules) of any of them.

REASON FOR AND BENEFITS OF THE GRANT OF RESTRICTED SHARE UNITS

The reason for the grant of RSUs is to satisfy the Share component of those Directors’ service contracts that comprise cash and Shares. The grant of RSUs will also incentivize skilled and experienced talent to remain with the Group and to motivate them to strive for the future development and expansion of the Group by providing them with the opportunity to own an equity interest in the Company, while at the same time encouraging them to be long-term holders of the Shares.

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The Directors (including all the independent non-executive Directors) consider that the grant of RSUs is on normal commercial terms, fair and reasonable and in the interests of the Company and its Shareholders as a whole. Each of Ms. Cao Xinyi, Mr. Wang Wengang, Mr. Wang Yaxu and Mr. Li Jianlou had material interest in their respective grants, and therefore, abstained from voting on the relevant resolutions of the Board approving such grants.

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

Hong Kong, 20 July 2018

As at the date of this announcement, 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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