E-Commodities Holdings Limited — Share Issue/Capital Change 2020

Oct 5, 2020

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 30/09/2020

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer E-Commodities Holdings Limited Date Submitted 05/10/2020

• I. Movements in Authorised Share Capital

1. Ordinary Shares

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(1) Stock code : 1733 Description : Ordinary Shares
Par value Authorised share
No. of ordinary (State capital
shares currency) (State currency)
Balance at close of preceding month 6,000,000,000 N/A N/A
Increase/(decrease) N/A N/A
Balance at close of the month 6,000,000,000 N/A N/A
(2) Stock code : N/A Description :
Par value Authorised share
No. of ordinary (State capital
shares currency) (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
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1. Preference Shares

March 2019

Stock code : N/A Description : No. of Par value Authorised share preference (State capital shares currency) (State currency) Balance at close of preceding month Increase/(decrease) Balance at close of the month 3. Other Classes of Shares Stock code : N/A Description : No. of other Par value Authorised share classes of (State capital shares currency) (State currency) Balance at close of preceding month Increase/(decrease) Balance at close of the month Total authorised share capital at the end of the month 6,000,000,000 ordinary (State currency) : shares (with no par value)

March 2019

II. Movements in Issued Share Capital

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No. of ordinary shares No of preference No. of other
(1) (2) shares classes of shares
Balance at close of
preceding month 3,041,198,356 N/A N/A N/A
Increase/ (decrease)
during the month (14,316,000) N/A N/A N/A
Balance at close of
the month 3,026,882,356 N/A N/A N/A
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III. Details of Movements in Issued Share Capital

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Share Options (under Share Option Schemes of the Issuer)
Particulars of No. of new shares of No. of new shares of
share option issuer issued during issuer which may be
scheme the month pursuant issued pursuant
including EGM thereto thereto as at close of
Movement during the month
approval date the month
(dd/mm/yyyy) and
class of shares
issuable Granted Exercised Cancelled Lapsed
1.N/A
( / / )
shares
(Note 1)
2.
( / / )
shares
(Note 1)
3.
( / / )
shares
(Note 1)
Total A. (Ordinary shares) NIL
(Preference shares) N/A
(Other class) N/A
Total funds raised during the month from exercise
of options (State currency) NIL
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March 2019

Warrants to Issue Shares of the Issuer which are to be Listed

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No. of new No. of new
shares of shares of
issuer issuer which
issued may be
during the issued
Nominal value month pursuant
Currency at close of Exercised Nominal value pursuant thereto as at
Description of warrants of nominal preceding during the at close of the thereto close of the
(Date of expiry - dd/mm/yyyy) value month month month month
1. 118,060,606 warrants issued
on 14 September 2017
N/A N/A Nil N/A Nil 118,060,606
(13/09/2022)
Stock code (if listed) N/A
Class of shares
issuable (Note 1) Ordinary shares with no par value
Subscription price HK$0.761 per share
EGM approval date
(if applicable)
(dd/mm/yyyy) (24/07/2017)
2. N/A
( / / )
Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy) ( / / )
3. N/A
( / / )
Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy) ( / / )
4. N/A
( / / )
Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy) ( / / )
Total B. (Ordinary shares) N/A
(Preference shares) N/A
(Other class) N/A
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March 2019

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

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No. of new No. of new
shares of shares of
issuer issuer which
issued may be
during the issued
month pursuant
Amount at pursuant thereto as at
Currency of close of Converted Amount at thereto close of the
amount preceding during the close of the month
Class and description outstanding month month month
1. N/A
Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)) ( / / )
2. N/A
Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy) ( / / )
3. N/A
Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy) ( / / )
4. N/A
Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy) ( / / )
Total C. (Ordinary shares) N/A
(Preference shares) N/A
(Other class) N/A
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March 2019

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)

Options (other than under Share Option Schemes)	Options (other than under Share Option Schemes)
Full particulars including EGM approval date (dd/mm/yyyy), if applicable, and class of shares issuable:		No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1. 2. 3.	N/A	N/A N/A N/A
	( / / )
	shares_(Note 1)_
	N/A
	( / / )
	shares_(Note 1)_
	N/A
	( / / )
	shares_(Note 1)_
	Total D. (Ordinary shares)
	(Preference shares)
	(Other class)

March 2019

Other Movements in Issued Share Capital

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No. of new No. of new
shares of shares of
issuer issued issuer which
during the may be
month issued
pursuant pursuant
thereto thereto as at
close of the
Type of Issue month
Class of shares _
issuable (Note 1)
State Issue and allotment ( / / )
1. Rights issue At price :
currency date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
Class of shares _
issuable (Note 1)
State Issue and allotment ( / / )
2. Open offer At price :
currency date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
Class of shares _
issuable (Note 1)
State Issue and allotment ( / / )
3. Placing At price :
currency date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
Class of shares _
issuable (Note 1)
Issue and allotment ( / / )
4. Bonus issue
date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
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March 2019

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No. of new No. of new
shares of shares of
issuer issued issuer which
during the may be
month issued
pursuant pursuant
thereto thereto as at
close of the
Type of Issue month
Class of shares _
issuable (Note 1)
State Issue and allotment ( / / )
5. Scrip dividend At price :
currency date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
Class of shares Ordinary
Shares
repurchased (Note 1)
6. Repurchase of Cancellation date :
shares (09/09/2020)
(dd/mm/yyyy)
EGM approval date:
(28/06/2019)
(dd/mm/yyyy) (1,104,000)
(28/05/2020) (13,212,000) Nil
Class of shares _
redeemed (Note 1)
7. Redemption of Redemption date : ( / / )
shares (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
Class of shares __
issuable (Note 1)
8. Consideration State Issue and allotment ( / / )
At price :
issue currency date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
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March 2019

No. of new No. of new shares of shares of issuer issued issuer which during the may be month issued pursuant pursuant thereto thereto as at close of the Type of Issue month Class of shares _ issuable (Note 1) 9. Capital Issue and allotment ( / / ) reorganisation date : (dd/mm/yyyy) ( / / ) EGM approval date: (dd/mm/yyyy) N/A N/A Class of shares ________ issuable (Note 1)_ 10. Other State (Please specify)[At price : ] currency Issue and allotment ( / / ) date : (dd/mm/yyyy) ( / / ) EGM approval date: (dd/mm/yyyy) N/A N/A Total E. (Ordinary shares) N/A (Preference shares) N/A (Other class) N/A

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) N/A N/A (2) N/A Total increase / (decrease) in preference shares during the month (i.e. Total of A to E): Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to N/A E):

are

IV. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III which has not been previously disclosed in a return published under rule 13.25A, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

• (i) all money due to the listed issuer in respect of the issue of securities has been received by it;

• (ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock

• (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

March 2019

• (iv) all the securities of each class are in all respects identical (Note 3) ;

• (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;

• (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;

• (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

• (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Remarks (if any):

On 1 June 2017, the Company and the Subsidiary Guarantors entered into the Subscription Agreement with the Subscriber pursuant to which the Subscriber has agreed to (among others) subscribe for the 118,060,606 Warrants on the terms and subject to the conditions set out therein. Fo

2017, 8 November 2017, 9 November 2017, 9 July 2018, 21 September 2018, 25 September 2019 and 14 August 2020 (the Announcements ). Unless otherwise specified, capitalized terms used herein shall have the same meaning ascribed to them in the Announcements. The Warrants carry subscription rights entitling its holders to subscribe for Warrant Shares at the initial Warrant Subscription Price of HK$0.99 per Warrant Share (subject to adjustments). Pursuant to the provisions on adjustments to the Warrant Subscription Price set out in the terms and conditions of the Warrants, as a result of the declarations of dividend by the Company on 22 August 2017, 22 March 2018 and 28 March 2019, respectively, the Warrant Subscription Price was adjusted to HK$0.761 per Warrant Share.

Submitted by: __Chen Xiuzhu________

Title: ___Company Secretary_____ (Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under rule 13.25A in relation to the securities issued, no further confirmation is required to be made in this return.

3.

• the securities are of the same nominal value with the same amount called up or paid up;

• they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and

• they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

March 2019

4. If there is insufficient space, please append the prescribed continuation sheet.

March 2019