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

Reference is made to the announcement of E-Commodities Holdings Limited (the ''Company'') dated 11 June 2012 in relation to the adoption of restricted share unit scheme (the ''Scheme'') by the shareholders of the Company at the Company's annual general meeting, the details of which were set out in the circular of the Company dated 25 April 2012 (the ''Circular'') and the announcements dated 20 January 2017 and 20 July 2017 on the grant of RSUs. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the Circular.

GRANT OF RESTRICTED SHARE UNITS

The board of directors of the Company (the ''Board'') announces that on 19 January 2018, the Company granted certain RSUs in respect of an aggregate of 8,891,684 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 0.28% ofthe 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
RSUs	Shares
Date of Grant	Vesting Date	Granted	Involved
19 January 2017	The RSUs granted were vested	7,385,000	7,385,000
in full on 20 July 2017
20 July 2017	The RSUs granted will be vested	25,101,488	25,101,488
in full on 21 January 2018
19 January 2018	The RSUs granted will be vested	8,891,684	8,891,684
in full on 20 July 2018
TOTAL	41,378,172	41,378,172

Among the RSUs granted above, 6,668,764 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	Number of	after this
Name of Directors	grant of RSUs	RSUs granted	grant of RSUs
Ms. Cao Xinyi	2,008,119	1,778,337	3,786,456
Mr. Wang Wengang	2,008,119	1,778,337	3,786,456
Ms. Zhu Hongchan	17,069,012	1,778,337	18,847,349
Mr. Wang Yaxu	1,506,089	1,333,753	2,839,842
TOTAL	22,591,339	6,668,764	29,260,103

2,667,504 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.

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, Ms. Zhu Hongchan and Mr. Wang Yaxu 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, 19 January 2018

As at the date of this announcement, the executive directors of the Company are Ms. Cao Xinyi, Mr. Wang Wengang, Ms. Zhu Hongchan and Mr. Wang Yaxu; 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.