E-Commodities Holdings Limited — Remuneration Information 2019

Jan 18, 2019

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

References are made to the announcements of E-Commodities Holdings Limited (the “ Company ”) dated 11 June 2012 and 27 June 2018 in relation to the adoption of restricted share unit scheme and its amendment (the “ Scheme ”) by the shareholders of the Company at the Company’s annual general meetings, 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, 19 January 2018 and 20 July 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 19 January 2019, the Company will grant certain RSUs in respect of an aggregate of 19,844,492 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 grant of RSUs will be settled by existing Shares held by the Trustee pursuant to the Scheme, which represent approximately 0.65% 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:

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			Number of
		Number of RSUs	Underlying Shares
Date of Grant	Vesting Date	Granted	Involved
19 January 2017	The RSUs granted	7,385,000	7,385,000
	were vested in full
	on 20 July 2017
20 July 2017	The RSUs granted	25,101,488	25,101,488
	were vested in full
	on 21 January 2018
19 January 2018	The RSUs granted	8,891,684	8,891,684
	were vested in full
	on 20 July 2018
20 July 2018	The RSUs granted	14,098,540	14,098,540
	will be vested in
	full on 19 January
	2019
19 January 2019	The RSUs to be	19,844,492	19,844,492
	granted will be
	vested in full on 20
	July 2019
TOTAL		75,321,204	75,321,204

Among the RSUs to be granted on 19 January 2019, 12,898,921 RSUs will be 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	2,819,708	3,968,899	6,788,607
Mr. Wang Wengang	2,819,708	3,968,899	6,788,607
Mr. Wang Yaxu	2,819,708	3,968,899	6,788,607
Mr. Li Jianlou	704,927	992,224	1,697,151
TOTAL	9,164,051	12,898,921	22,062,972

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6,945,571 RSUs will be 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.

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, 18 January 2019

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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