E-Commodities Holdings Limited — AGM Information 2011

Apr 4, 2011

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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WINSWAY COKING COAL HOLDINGS LIMITED 永暉焦煤股份有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 1733)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of shareholders of Winsway Coking Coal Holdings Limited (the “Company”) will be held at The Ballroom, Level 5, Island Shangri-La Hotel, Pacifi c Place, Supreme Court Road, Central, Hong Kong on Friday, 13 May 2011 at 4:00 p.m. for the following purposes:

1. To receive and consider the audited consolidated fi nancial statements and the Directors’ Report and the Independent Auditor’s Report for the year ended 31 December 2010.

3. To re-elect Directors and to authorise the Board of Directors to fi x the remuneration of the Directors.

4. To re-appoint Auditors and to authorise the Board of Directors to fi x their remuneration.

ORDINARY RESOLUTIONS

1. As special business, to consider and, if thought appropriate, pass with or without amendments, the following resolutions as ordinary resolutions:

   • A. “ THAT:

     • (i) subject to paragraph (iii) below, the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

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• (ii) the approval in paragraph (i) shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

• (iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (i), otherwise then pursuant to (a) a Rights Issue (as defi ned in paragraph (iv) below) (b) an issue of shares of the Company under any share option scheme or similar arrangement for the time being adopted by the Company for the grant or issue of shares of the Company or rights to acquire shares of the Company or (c) any issue of shares of the Company as scrip dividend or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed the aggregate of (aa) 20% (or such other percentage as allowed by the Stock Exchange) of the total number of issued shares of the Company at the date of passing of this Resolution; and (bb) (if the Directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the total number of shares repurchased by the Company subsequent to the passing of this Resolution up to a maximum equivalent to 10% of the aggregate number of issued shares of the Company at the date of passing this Resolution, and the said approval shall be limited accordingly; and

• (iv) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

• (1) the conclusion of the next annual general meeting of the Company;

• (2) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or

• (3) the revocation or variation of the approval given by this Resolution by ordinary resolution of the members of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fi xed by the Directors of the Company to holders of shares on the register of members of the Company on a fi xed record date in proportion to their then holdings of such shares as at that date (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”

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B. “ THAT:

• (i) subject to paragraph (ii) below, the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to repurchase shares of the Company, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time, be and is hereby generally and unconditionally approved;

• (ii) the aggregate number of shares which may be repurchased by the Company pursuant to the approval in paragraph (i) above shall not exceed 10% of the aggregate number of shares of the Company in issue at the date of passing this Resolution and the said approval shall be limited accordingly; and

• (iii) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

• (1) the conclusion of the next annual general meeting of the Company;

• (2) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or

• (3) the revocation or variation of the approval given by this Resolution by ordinary resolution of the members of the Company in general meeting.”

• C. “ THAT conditional upon Resolution 5A in the notice of the meeting of which this Resolution forms a part being passed, the Directors of the Company be and are hereby authorised to exercise the powers of the Company referred to in paragraph (i) of such Resolution 5A in respect of the total number of Shares of the Company referred to in subparagraph (bb) of paragraph (iii) of such resolution.”

By Order of the Board of Winsway Coking Coal Holdings Limited Wang Xingchun Chairman

Hong Kong, 4 April 2011

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Principal place of business Registered Offi ce: in Hong Kong: Akara Bldg. Suite 4602A, Cheung Kong Center 24 De Castro Street 2 Queen’s Road Central Wickhams Cay 1 Hong Kong Road Town, Tortola British Virgin Islands

Notes:

1. Any member entitled to attend and vote at the above meeting may appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

2. A form of proxy is enclosed. In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certifi ed copy thereof, must be deposited at the Company’s principal place of business in Hong Kong not less than 48 hours before the time appointed for holding the meeting. Completion and return of a form of proxy will not preclude you from attending and voting in person if you are subsequently able to be present.

3. In the case of joint shareholders, the vote of the senior who tenders a vote, whether in person, or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority will be determined by the order in which the names stand in the Company’s register of shareholders in respect of the joint holding.

4. The register of members of the Company will be closed from Tuesday, 10 May 2011 to Friday, 13 May 2011, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to qualify for the attendance at the Annual General Meeting and the proposed fi nal dividend, all transfers accompanied by the relevant share certifi cates must be lodged with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at Room 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 9 May 2011.

5. With regard to item no. 3 of this notice, details of retiring Directors proposed for re-election are set out in Appendix II of the circular to shareholders date 4 April 2011.

6. As at the date of this notice, the executive Directors of the Company are Mr. Wang Xingchun, Ms. Zhu Hongchan, Mr. Yasuhisa Yamamoto, Mr. Apolonius Struijk and Mr. Cui Yong, the non-executive Directors of the Company are Mr. Cui Guiyong, Mr. Liu Qingchun and Mr. Lu Chuan, and the independent non-executive Directors of the Company are Mr. James Downing, Mr. Ng Yuk Keung, Mr. Wang Wenfu and Mr. George Jay Hambro.

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