E Commodities : Announcements and Notices - Grant of Restricted Share Units

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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:

Number of RSUsDate of Grant

Vesting DateNumber of Underlying Shares

Granted

Involved

19 January 2017

20 July 2017

19 January 2018

20 July 2018

19 January 2019

The RSUs granted were vested in full on 20 July 2017 The RSUs granted were vested in full on 21 January 2018 The RSUs granted were vested in full on 20 July 2018 The RSUs granted will be vested in full on 19 January 2019

The RSUs to be granted will be vested in full on 20 July 2019

7,385,000 7,385,000

25,101,488 25,101,488

8,891,684 8,891,684

14,098,540 14,098,540

19,844,492 19,844,492

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
- 2 -

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.