E-Commodities Holdings Limited - AGM Information 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in Winsway Coking Coal Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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)

INCREASE OF MAXIMUM NUMBER OF AUTHORISED SHARES, AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION, GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, ADOPTION OF RESTRICTED SHARE UNIT SCHEME, ANNUAL MANDATE TO ISSUE SHARES UNDER RESTRICTED SHARE UNIT SCHEME, RE-ELECTION OF RETIRING DIRECTORS

AND NOTICE OF ANNUAL GENERAL MEETING

A letter from the board of directors of the Company is set out on pages 4 to 9 of this circular. A notice convening the annual general meeting of the Company to be held at Statue Square, 2/F, Mandarin Oriental Hong Kong, No. 5 Connaught Road, Central, Hong Kong, on Monday, 11 June 2012 at 10 a.m. is set out on pages N-1 to N-5 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting of the Company or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the annual general meeting of the Company or any adjournment of it should you so wish.

25 April 2012

CONTENTS

	Page
Def nitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Increase of Maximum Number of Authorised Shares and Corresponding
Amendments to the Memorandum and Articles of Association . . . . . . . . . . . . . . . . . . . . . . . .	5
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Issue Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Restricted Share Unit Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
RSU Annual Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Annual Report and Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Action to be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix II — Summary of the Principal Terms of the Restricted Share Unit Scheme. . . . . . .	12
Appendix III — Details of Retiring Directors Proposed for Re-election. . . . . . . . . . . . . . . . . . . .	21
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	N-1

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DEFINITIONS

For the purpose of this circular, the following expressions have the following meanings unless the context requires otherwise:

“Annual General Meeting” the annual general meeting of the Company to be held at Statue Square, 2/F, Mandarin Oriental Hong Kong, No. 5 Connaught Road, Central, Hong Kong on Monday, 11 June 2012 at 10 a.m., notice of which is set out on pages N-1 to N-5 of this circular “Articles of Association” or “Articles” the articles of association of the Company as amended from time to time “associate” has the meaning ascribed to it in the Listing Rules “Board” the board of Directors “Companies Act” BVI Business Companies Act 2004 of the British Virgin Islands and any amendments or other statutory modifi cations thereof “Company” Winsway Coking Coal Holdings Limited, a company incorporated under the laws of the British Virgin Islands with limited liability on 17 September 2007, the Shares of which are listed on the Stock Exchange (Stock Code: 1733) “Directors” the directors of the Company “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” Hong Kong Special Administrative Region of the PRC “Issue Mandates” the general and unconditional mandates proposed under Resolutions 5(B) and 5(D) set out in the Notice of Annual General Meeting to be granted to the Directors to exercise the powers of the Company to:

(i) allot and issue Shares up to an aggregate number not exceeding 20% of the total number of issued Shares of the Company on the date of the passing of the said resolutions; and
(ii) to extend the mandate in (i) above by the total number of the Shares repurchased by the Company pursuant to the Repurchase Mandate

“IPO”

the initial public offering and listing of Shares of the Company on the Main Board of the Stock Exchange on 11 October 2010

“Latest Practicable Date”

19 April 2012, being the latest practicable date prior to the issue of this circular for ascertaining certain information included in this circular

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DEFINITIONS

“Listing Rules”

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time)

“Memorandum of Association” or the memorandum of association of the Company as amended from “Memorandum” time to time

“Notice of Annual General Meeting” the notice of the Annual General Meeting set out on pages N-1 to N-5 of this circular
“PRC” The People’s Republic of China

“Pre-IPO Option Scheme” the pre-IPO option scheme adopted by the Company for a period of fi ve years commencing from 30 June 2010, a summary of the principal terms of which is set forth in the section headed “PreIPO Option Scheme” in Appendix VII to the prospectus of the Company dated 27 September 2010 issued in connection with the IPO

“Repurchase Mandate” the general and unconditional mandate proposed under Resolution 5(C) set out in the Notice of Annual General Meeting to be granted to the Directors to exercise the powers of the Company to repurchase Shares up to an aggregate number not exceeding 10% of the total number of issued Shares on the date of the passing of the said resolution
“Restricted Share Unit Scheme” or the restricted share unit scheme proposed to be approved and “RSU Scheme” adopted by the Company under Resolution 5(E) in the Notice of Annual General Meeting
“RSU” restricted share unit
“RSU Award” a restricted share unit award granted to a participant under the Restricted Share Unit Scheme
“RSU Annual Mandate” the annual mandate of the Restricted Share Unit Scheme proposed under Resolution 5(F) set out in the Notice of Annual General Meeting to be granted to the Directors to exercise the powers of the Company to allot and issue shares up to an aggregate number not exceeding 1% of the total number of issued Shares on the date of the passing of the said resolution upon vesting of the RSUs granted under the Restricted Share Unit Scheme

“SFO” Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) with no par value of the Company “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited

— 2 —

DEFINITIONS

“Takeovers Code”	the Codes on Takeovers and Mergers and Share Repurchases
“US$”	United States dollars, the lawful currency of the United States of
	America
“%”	per cent

— 3 —

LETTER FROM THE BOARD

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)

Directors: Executive Directors: Wang Xingchun (Chairman and Chief Executive Offi cer) Zhu Hongchan Yasuhisa Yamamoto Apolonius Struijk Cui Yong

Non-executive Directors: Delbert Lee Lobb, Jr. Liu Qingchun Lu Chuan

Registered Offi ce: Akara Bldg. 24 De Castro Street Wickhams Cay 1 Road Town, Tortola British Virgin Islands

Principal Place of Business in Hong Kong: Suite 4602A, Cheung Kong Center 2 Queen’s Road Central Hong Kong

Independent Non-executive Directors James Downing Ng Yuk Keung Wang Wenfu George Jay Hambro

25 April 2012

To the Shareholders

Dear Sir or Madam,

INCREASE OF MAXIMUM NUMBER OF AUTHORISED SHARES, AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION, GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, ADOPTION OF RESTRICTED SHARE UNIT SCHEME, ANNUAL MANDATE TO ISSUE SHARES UNDER RESTRICTED SHARE UNIT SCHEME, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the relevant information regarding the proposed (i) increase of the maximum number of Shares the Company is authorised to issue under the Memorandum and the Articles and corresponding amendments to the Memorandum and the Articles, (ii) grant of the Issue Mandates and the Repurchase Mandate; (iii) adoption of the Restricted Share Unit Scheme; (iv) approval

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LETTER FROM THE BOARD

of the RSU Annual Mandate; and (v) re-election of retiring Directors; and to give you notice of the Annual General Meeting at which resolutions will be proposed for the Shareholders to consider and, if thought fi t, approve, among other matters, the aforesaid matters.

PROPOSED INCREASE OF MAXIMUM NUMBER OF AUTHORISED SHARES AND CORRESPONDING AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

As at the Latest Practicable Date, the maximum number of Shares the Company is authorised to issue under the Memorandum and the Articles is 4,000,000,000, of which 3,773,198,693 Shares have been issued. The Board proposes to increase the maximum number of Shares the Company is authorised to issue from 4,000,000,000 Shares to 6,000,000,000 Shares. The new Shares will, upon issue, rank pari passu with the Shares then in issue. The increase of the maximum number of authorised Shares will provide suffi cient authorised but unissued Shares for possible new issues under the Restricted Share Unit Scheme and the Issue Mandates.

Save for the possible new issues under the Restricted Share Unit Scheme and the Issue Mandates, the Directors have no current intention of issuing any part of the increased number of authorised Shares upon the approval of the increase in the maximum number of authorised Shares at the Annual General Meeting.

Pursuant to Paragraphs 6.2 and 9.1 of the Memorandum and Articles 1.8 and 33 of the Articles, the maximum number of Shares the Company is authorised to issue may be increased from time to time by amending the Memorandum and the Articles by a simple majority of the votes of the Shareholders at a general meeting of the Company.

In light of the proposed increase of the maximum number of authorised Shares, the Board proposes to amend the existing Paragraph 6.1 of the Memorandum and Article 1.1 of the Articles. The Board approved and resolved to submit to the Shareholders the following proposed amendments to the Memorandum and the Articles under Resolution 5(A) set out in the notice of Annual General Meeting for their consideration and approval:

Paragraph 6.1 of the Memorandum:

“The Company is authorised to issue a maximum of 4,000,000,000 ordinary shares of one class with no par value.”

be deleted in its entirety and substituted therefor:

“The Company is authorised to issue a maximum of 6,000,000,000 ordinary shares of one class with no par value.”

Article 1.1 of the Articles:

“The Company is authorised to issue a maximum of 4,000,000,000 ordinary shares of one class with no par value.”

be deleted in its entirety and substituted therefor:

“The Company is authorised to issue a maximum of 6,000,000,000 ordinary shares of one class with no par value.”

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LETTER FROM THE BOARD

Subject to the passing of the resolutions of members approving the proposed amendments to the Memorandum and the Articles at the Annual General Meeting pursuant to Paragraphs 6.2 and 9.1 of the Memorandum and Articles 1.8 and 33 of the Articles, the increase of the maximum number of authorised Shares and the proposed amendments to the Memorandum and the Articles will take effect upon registration of the amendments at the Registry of Corporate Affairs in the British Virgin Islands.

REPURCHASE MANDATE

Resolution 5(C) set out in the Notice of Annual General Meeting would grant a general mandate to the Directors to exercise the powers of the Company to repurchase, on the Stock Exchange, such number of Shares as will represent up to 10% of the total number of Shares in issue (that is, not exceeding 377,319,869 Shares based on 3,773,198,693 issued Shares as at the Latest Practicable Date and assuming that such number of issued Shares remains the same at the date of passing the resolution). In accordance with the Listing Rules, the authority conferred on the Directors by Resolution 5(C) would continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in such resolution.

An explanatory statement as required under the Listing Rules, giving certain information regarding the Repurchase Mandate, is set out in Appendix I to this circular.

ISSUE MANDATES

Resolution 5(B) set out in the Notice of Annual General Meeting would grant a general mandate to the Directors to exercise the powers of the Company to allot, issue and deal with Shares up to a limit of 20% (or such other percentage as allowed by the Stock Exchange) of the total number of Shares in issue (that is, not exceeding 754,639,738 Shares based on 3,773,198,693 issued Shares as at the Latest Practicable Date and assuming that such number of issued Shares remains the same at the date of passing the resolution). Furthermore, Resolution 5(D) set out in the Notice of Annual General Meeting would enable the Directors to issue, under the general mandate contained in Resolution 5(B), an additional number of Shares representing the number of Shares repurchased by the Company under the Repurchase Mandate. In accordance with the Listing Rules, the authority conferred on the Directors by Resolution 5(B) would continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in such resolution.

RESTRICTED SHARE UNIT SCHEME

Under the Pre-IPO Option Scheme adopted by the Company before its IPO in 2010, no further options to subscribe for Shares may be granted. The Company currently does not have any incentive share scheme pursuant to which the Company could provide incentives and rewards to offi cers and employees for their contribution to the Group.

In view of the above, it is proposed that the Restricted Share Unit Scheme, which was conditionally approved by the Board on 26 March 2012, be adopted by the Company, and Shareholders’ approval for its adoption will be sought at the Annual General Meeting under Resolution 5(E) set out in the Notice of Annual General Meeting. A summary of the principal terms of the Restricted Share Unit Scheme is set out in Appendix II to this circular.

The Restricted Share Unit Scheme is not a share option scheme and is not subject to the provisions of Chapter 17 of the Listing Rules.

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LETTER FROM THE BOARD

The purposes of the Restricted Share Unit Scheme are to retain and motivate its participants to make contributions to the long term growth and profi ts of the Group with a view to achieving the objective of increasing the value of the Group and to promote a greater alignment of interests between the participants and the Shareholders. Persons eligible to receive RSU Awards under the scheme are directors (including executive directors, non-executive directors and independent non-executive directors), offi cers and fulltime employees of the Company or any of its subsidiaries. The Board will select participants to receive RSU Awards under the scheme at its discretion.

An RSU Award gives a participant in the Restricted Share Unit Scheme a conditional right when the RSU Award vests to obtain either Shares (existing Shares in issue or new Shares to be issued by the Company) or an equivalent value in cash with reference to the value of the Shares on or about the date of vesting, as determined by the Board in its absolute discretion. The Board may determine the vesting criteria, conditions and the time when the RSU Awards will vest.

The number of Shares underlying all grants of RSU Awards made pursuant to the Restricted Share Unit Scheme may not exceed 5% of the Shares in issue on the proposed date of adoption of the scheme on the date of the Annual General Meeting, and such limit may be refreshed from time to time by the Shareholders in general meeting. In addition, an annual mandate specifying the maximum number of new Shares that may underlie the RSUs granted pursuant to the Restricted Share Unit Scheme will be proposed at annual general meetings of the Company for Shareholders’ approval.

The term of the Restricted Share Unit Scheme will be 10 years commencing from the proposed date of adoption of the scheme by the Shareholders on the date of the Annual General Meeting. An application will be made to the Stock Exchange for the listing of and permission to deal in the new Shares underlying any RSU Awards which may be granted pursuant to the Restricted Share Unit Scheme.

To the extent that the Directors are aware having made all reasonable enquiries, none of the Shareholders is required to abstain from voting on the resolution in relation to the adoption of the Restricted Share Unit Scheme.

A copy of the rules of the Restricted Share Unit Scheme will be available for inspection at the Company’s principal place of business in Hong Kong at 4602A, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong during normal business hours from the date of this circular up to and including the date of the Annual General Meeting and at the Annual General Meeting.

RSU ANNUAL MANDATE

In accordance with the rules of the Restricted Share Unit Scheme, an annual mandate is proposed under Resolution 5(F) set out in the Notice of Annual General Meeting to be granted to the Board (i) specifying the maximum number of new Shares that may underlie the RSUs granted pursuant to the Restricted Share Unit Scheme, and (ii) empowering the Board to allot, issue and deal with Shares underlying the RSUs granted pursuant to the Restricted Share Unit Scheme, during the period between the Annual General Meeting and the conclusion of the next annual general meeting of the Company or any earlier date as referred to in such resolution.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the number of Shares in issue is 3,773,198,693 Shares. Subject to the passing of Resolution 5(E) approving the adoption of the Restricted Share Unit Scheme and the passing of Resolution 5(F) approving the RSU Annual Mandate, and assuming that there is no change in the number of issued Shares between the Latest Practicable Date and the date of approval of the RSU Annual Mandate, the maximum number of new Shares which may be issued under RSU Awards during the period between the Annual General Meeting and the next annual general meeting of the Company (or any earlier date as aforesaid) pursuant to the RSU Annual Mandate will be 37,731,986 Shares, representing approximately 1% of the Shares in issue.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the executive Directors are Mr. Wang Xingchun, Ms. Zhu Hongchan, Mr. Yasuhisa Yamamoto, Mr. Apolonius Struijk and Mr. Cui Yong, the non-executive Directors are Mr. Delbert Lee Lobb, Jr., Mr. Liu Qingchun and Mr. Lu Chuan, and the independent non-executive Directors are Mr. James Downing, Mr. Ng Yuk Keung, Mr. Wang Wenfu and Mr. George Jay Hambro.

Pursuant to Articles 14.18 and 14.2 of the Articles of Association, Mr. Delbert Lee Lobb, Jr., Mr. Liu Qingchun, Mr. Lu Chuan and Mr. Ng Yuk Keung will retire from offi ce by rotation at the Annual General Meeting and shall be eligible for re-election. Details of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix III hereto.

ANNUAL REPORT AND ANNUAL GENERAL MEETING

A copy of the annual report of the Company for the year ended 31 December 2011 is enclosed for your review.

The Notice of Annual General Meeting proposed to be held on Monday, 11 June 2012 is set out on pages N-1 to N-5 of this circular. At the Annual General Meeting, resolutions will be proposed to the Shareholders in respect of ordinary business to be considered at the Annual General Meeting, including the re-election of Directors, and special business to be considered at the Annual General Meeting, being the resolutions of members proposed to approve the Issue Mandates, the Repurchase Mandate and the RSU Annual Mandate and the adoption of the Restricted Share Unit Scheme.

ACTION TO BE TAKEN

A form of proxy for use at the Annual General Meeting is enclosed. Whether or not you are able to attend the meeting, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting. Completion and delivery of the form of proxy will not prevent you from attending and voting at the meeting if you so wish.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the Annual General Meeting must be taken by a poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the Annual General Meeting pursuant to Article 11.6 of the Articles of Association and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confi rm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors believe that the proposed increase of the maximum number of authorised Shares and corresponding amendments to the Memorandum and the Articles, the proposed Issue Mandates, Repurchase Mandate and RSU Annual Mandate, the proposed adoption of the Restricted Share Limit Scheme and the proposed re-election of retiring Directors are all in the best interests of the Company as well as its Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

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

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EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide information to you with regard to the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue is 3,773,198,693 Shares. Subject to the passing of the relevant resolutions of members of the Company and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, exercise in full of the Repurchase Mandate could accordingly result in up to about 377,319,869 Shares (representing 10% of the issued Shares of the Company as at the Latest Practicable Date) being repurchased by the Company during the course of the period prior to the next annual general meeting or any earlier date as referred to in the relevant resolutions of members.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from Shareholders to enable the Directors to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefi t the Company and its Shareholders.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum of Association and Articles of Association and the applicable laws and regulations of the British Virgin Islands. The Company shall not, unless permitted pursuant to the Companies Act, purchase any of its Shares unless the Directors determine that immediately after such purchase the value of the Company’s assets exceeds its liabilities and the Company is able to pay its debts as they fall due.

The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing position which in the opinion of the Directors are from time to time appropriate for the Company. However, there might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2011 in the event that the Repurchase Mandate is exercised in full.

4. GENERAL

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their respective associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if the Repurchase Mandate is approved by the Shareholders.

No connected person (as defi ned in the Listing Rules) has notifi ed the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX I

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws and regulations of the British Virgin Islands.

If, as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of repurchases of Shares. The Directors are aware that, as at the Latest Practicable Date, the single largest shareholder of the Company (the “Largest Shareholder”) held 1,835,150,109 Shares, representing approximately 48.64% of the total number of Shares in issue. If the Repurchase Mandate is exercised in full, such shareholding in the Company would increase to approximately 54.04%. Such increase in shareholding would give rise to an obligation for the Largest Shareholder to make a mandatory offer under Rule 26 of the Takeovers Code. However, the Directors have no intention of exercising the proposed Repurchase Mandate to such an extent as would result in takeover obligations for the Largest Shareholder. Save as aforesaid, the Directors are not aware of any other consequences which would arise under the Takeovers Code as a consequence of any repurchases made pursuant to the Repurchase Mandate.

The Directors have no present intention to exercise the power to repurchase Shares pursuant to the Repurchase Mandate to such an extent as to result in the amount of Shares held by the public being reduced to less than 25%.

5. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during the previous twelve months prior to the Latest Practicable Date were as follows:

Shares	Highest	Lowest
	HK$	HK$
April 2011	4.6500	4.0800
May 2011	4.2100	3.4300
June 2011	3.7500	2.9400
July 2011	3.4500	2.8100
August 2011	3.0900	1.8000
September 2011	2.4000	1.4700
October 2011	2.8900	1.4700
November 2011	2.8000	2.4600
December 2011	2.8500	2.2400
January 2012	2.3500	1.7500
February 2012	2.3800	1.8100
March 2012	2.2200	1.4900
April 2012 (up to the Latest Practicable Date)	1.7000	1.5200

6. SHARE PURCHASES MADE BY THE COMPANY

The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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SUMMARY OF THE PRINCIPAL TERMS OF THE RESTRICTED SHARE UNIT SCHEME

APPENDIX II

The following is a summary of the principal terms of the Restricted Share Unit Scheme proposed to be approved at the Annual General Meeting:

1. PURPOSES OF THE RSU SCHEME

The purposes of the RSU Scheme are to retain and motivate the participants to make contributions to the long term growth and profi ts of the Group with a view to achieving the objective of increasing the value of the Group and to promote a greater alignment of interests between the participants and the Shareholders.

2. RSU AWARDS

An RSU Award gives a participant in the RSU Scheme (the “RSU Participant”) a conditional right when the RSU Award vests to obtain either Shares (existing Shares in issue or new Shares to be issued by the Company) or an equivalent value in cash with reference to the value of the Shares on or about the date of vesting, as determined by the Board in its absolute discretion. An RSU Award may include, if so specifi ed by the Board in its entire discretion, cash and non-cash income, dividends or distributions and/or the sale proceeds of non-cash and non-scrip distributions in respect of those Shares from the date that the RSU Award is granted to the date that it vests.

3. PARTICIPANTS IN THE RSU SCHEME

Persons eligible to receive RSU Awards under the RSU Scheme are directors (including executive directors, non-executive directors and independent non-executive directors), offi cers and full-time employees of the Company or any of its subsidiaries (“RSU Eligible Persons”). The Board selects the RSU Eligible Persons to receive RSU Awards under the RSU Scheme at its sole discretion.

4. CONDITIONS AND TERM OF THE RSU SCHEME

The RSU Scheme is conditional upon:

(a) the passing by the Shareholders of resolution(s) of members to approve the adoption of the RSU Scheme and to authorise the Board to grant RSU Awards under the RSU Scheme and to allot, issue, procure the transfer of, and otherwise deal with Shares in connection with the RSU Scheme; and
(b) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the new Shares underlying any RSU Awards which may be granted pursuant to the RSU Scheme.

Subject to the aforesaid conditions being satisfi ed, the term of the RSU Scheme shall be 10 years commencing from the proposed date of adoption on the date of the Annual General Meeting (the “RSU Scheme Period”), after which period no further RSU Awards shall be granted or accepted, but the provisions of the RSU Scheme shall remain in full force and effect in order to give effect to the vesting of RSU Awards granted and accepted prior to the expiration of the RSU Scheme Period.

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SUMMARY OF THE PRINCIPAL TERMS OF THE RESTRICTED SHARE UNIT SCHEME

APPENDIX II

5. GRANT AND ACCEPTANCE

(a) Making an Offer

An offer to grant an RSU Award will be made to an RSU Eligible Person selected by the Board (“RSU Selected Person”) by a letter, in such form as the Board may determine (“RSU Grant Letter”). The RSU Grant Letter will specify the value and the number of Shares underlying the RSU Award (or if the value and/or number of Shares is not available, the methodology by which that is calculated), the vesting criteria and conditions, the vesting schedule and such other details as the Board considers necessary, and will require the RSU Selected Person to undertake to hold the RSU Award on the terms on which it is granted and to be bound by the provisions of the RSU Scheme.

(b) Acceptance of an Offer

An RSU Selected Person shall confi rm acceptance of the grant of an RSU Award in such form and manner and within such time period as determined by the Board. Once accepted, the RSU Award is deemed to be granted on the date on which it was offered to the RSU Selected Person (“RSU Grant Date”). Upon acceptance, the RSU Selected Person becomes an RSU Participant in the RSU Scheme. If acceptance of an RSU Award is not confi rmed by the RSU Selected Person within the time specifi ed, the RSU Award will lapse, but the Company has the discretion to extend the time for acceptance.

An RSU Award will be granted either (i) under the “Market Plan” (“Market Plan”), in which case Shares will be purchased by the Trustee (as defi ned below) in the market and held by the Trustee pending delivery to RSU Participants upon vesting if Cash Amount (as defi ned below) is not awarded in lieu of Shares, or (ii) under the “Treasury Plan” (“Treasury Plan”), in which case new Shares will be issued or delivered to RSU Participants upon vesting if Cash Amount (as defi ned below) is not awarded in lieu of Shares.

(c) Restrictions on Grants

The Board may not grant any RSU Awards to any RSU Selected Persons in any of the following circumstances:

(i) the requisite consents or approvals for that grant from any applicable regulatory authorities have not been granted;
(ii) the securities laws or regulations require that a prospectus or other offering documents be issued in respect of the grant of the RSU Awards or in respect of the RSU Scheme, unless the Board determines otherwise;
(iii) where granting the RSU Award would result in a breach by the Company, its subsidiaries or any of their respective directors of any applicable securities laws, rules or regulations;
(iv) after a price sensitive event in relation to the Company’s securities has occurred, or a price sensitive matter in relation to the Shares has been the subject of a decision, or any director has been in possession of unpublished price sensitive information in relation to the Company, until an announcement of such price sensitive information has been duly published in accordance with the Listing Rules; or

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SUMMARY OF THE PRINCIPAL TERMS OF THE RESTRICTED SHARE UNIT SCHEME

APPENDIX II

(v) within the period commencing one month immediately preceding the earlier of:
(1) the date of Board meeting (as such date is fi rst notifi ed to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and
(2) the deadline for the Company to publish an announcement of its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules),

and ending on the date of the results announcement; or

(vi) where such grant of any RSU Award would result in a breach of the RSU Scheme Limit or the Annual Mandate (as set out in paragraph 6 below).

(d) Grants to Directors

Where any RSU Award is proposed to be granted to a Director, it shall not be granted where dealings by Directors are prohibited under any code or requirement of the Listing Rules and all applicable laws from time to time, including on any day on which the fi nancial results of the Company are published and during the period of:

(i) 60 days immediately preceding the publication date of the Company’s annual results or, if shorter, the period from the end of the relevant fi nancial year up to the publication date of such results; and
(ii) 30 days immediately preceding the publication date of the Company’s quarterly results (if any) and half-year results or, if shorter, the period from the end of the relevant quarterly or half-year period up to the publication date of such results.

(e) Grants to Connected Persons

Before making any grant of RSU Award to a director, chief executive or substantial shareholder of the Company or any of its subsidiaries, or any of their respective associates, all of the independent non-executive Directors (excluding independent non-executive Director who is a grantee of such RSU Award) must approve the grant of the RSU Award, and all the RSU Awards shall be granted under the Market Plan and no new Shares will be allotted and issued when the RSU Awards vest.

In addition, if any RSU Award is proposed to be made to any Eligible Person who is a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or an associate of any of them, and the proposed RSU Award, if made, would result in the Shares held and to be held by any such person pursuant to the RSU Scheme in the 12-month period up to and including the relevant RSU Grant Date representing in aggregate over 0.5% of the Shares in issue as at such date, such RSU Award must be approved by the Shareholders at general meeting with the recipient (or his/her associates) of such RSU Share Award abstaining from voting on the relevant resolution.

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SUMMARY OF THE PRINCIPAL TERMS OF THE RESTRICTED SHARE UNIT SCHEME

APPENDIX II

6. SCHEME LIMIT AND ANNUAL MANDATE

(a) RSU Scheme Limit

Subject to paragraph 6(b) below, no RSU Award shall be granted pursuant to the RSU Scheme if as a result of such grant (assumed accepted), the aggregate number of Shares (or, where cash is awarded in lieu of Shares, the aggregate number of Shares as are equivalent to the amount of cash so awarded (“Share Equivalents”)) underlying all grants made pursuant to the RSU Scheme (excluding RSU Awards that have lapsed or been cancelled in accordance with the rules of the RSU Scheme) will exceed in total 5% of the number of Shares in issue on the proposed date of adoption of the RSU Scheme on the date of the Annual General Meeting (the “RSU Scheme Limit”).

(b) Refreshment of RSU Scheme Limit

The RSU Scheme Limit may be refreshed from time to time subject to prior approval from the Shareholders, but in any event the total number of Shares and Share Equivalents that may underlie the RSU Awards granted following the date of approval of the refreshed limit (the “New Approval Date”) under the limit as refreshed from time to time must not exceed 5% of the number of Shares in issue as of the relevant New Approval Date. Shares or Share Equivalents underlying RSU Awards granted under the RSU Scheme (including those outstanding, cancelled or vested RSU Awards) prior to such New Approval Date will not be counted for the purpose of determining the maximum aggregate number of Shares and Share Equivalents that may underlie the RSU Awards granted following the relevant New Approval Date.

(c) Annual Mandate

To the extent that the Company may, during the Relevant Period (as defi ned below), grant RSU Awards pursuant to the RSU Scheme which may be satisfi ed by the Company allotting and issuing new Shares upon the vesting of the RSU Awards, the Company shall at its annual general meeting propose for the Shareholders to consider and, if thought fi t, approve a resolution of members granting a mandate (“Annual Mandate”) specifying:

(i) the maximum number of new Shares that may underlie RSU Awards granted pursuant to the RSU Scheme during the Relevant Period; and
(ii) that the Board has the power to allot, issue and deal with Shares pursuant to the vesting of any RSU Awards that are granted pursuant to the RSU Scheme during the Relevant Period as and when the RSU Awards vest.

The above mandate shall remain in effect during the period from the passing of the resolution of members granting the mandate until the earliest of:

(A) the conclusion of the Company’s next annual general meeting;
(B) the end of the period within which the Company is required by any applicable laws or by the Articles of Association to hold its next annual general meeting; and

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SUMMARY OF THE PRINCIPAL TERMS OF THE RESTRICTED SHARE UNIT SCHEME

APPENDIX II

(C) the date on which such mandate is varied or revoked by a resolution of members in a general meeting,
(the “Relevant Period”).

7. RIGHTS ATTACHED TO RSU AWARDS

The RSUs do not carry any right to vote at general meetings of the Company.

No RSU Participant shall enjoy any of the rights of a Shareholder by virtue of the grant of an RSU Award pursuant to the RSU Scheme, unless and until such Shares underlying the RSU Award are actually allotted and issued or transferred (as the case may be) to the RSU Participant upon the vesting of the RSU. Unless otherwise specifi ed by the Board in its entire discretion in the RSU Grant Letter, the RSU Participants do not have any rights to any cash or non-cash income, dividends or distributions and/or the sale proceeds of non-cash and non-scrip distributions from any Shares underlying an RSU Award.

8. RIGHTS ATTACHED TO SHARES

Any Shares allotted and issued or transferred (as the case may be) to an RSU Participant in respect of any RSU Award shall be subject to all the provisions of the Articles of Association and shall rank pari passu in all respects with, and shall have the same voting, dividend and other rights (including those rights arising on the liquidation of the Company) as, the existing fully paid Shares in issue on the date on which those Shares are allotted and issued or transferred (as the case may be) upon the vesting of the RSUs granted and, without prejudice to the generality of the foregoing, shall entitle the holders to participate in all dividends or other distributions paid or made on or after the date on which Shares are allotted and issued or transferred (as the case may be), other than any dividends or distributions previously declared or recommended or resolved to be paid or made if the record date thereof shall be before the date on which the Shares are allotted and issued or transferred (as the case may be).

9. ASSIGNMENT OF RSU AWARDS

RSU Awards granted pursuant to the RSU Scheme shall be personal to each RSU Participant, and are not assignable. Except as required by law, the rights of an RSU Participant under the RSU Scheme are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the RSU Participant.

10. VESTING OF RSU AWARDS

(a) General

The Board can determine the vesting criteria, conditions and the time when the RSU Awards will vest, but the date between the RSU Grant Date and the date of vesting must be at least six months.

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SUMMARY OF THE PRINCIPAL TERMS OF THE RESTRICTED SHARE UNIT SCHEME

APPENDIX II

Within a reasonable time after the vesting criteria and conditions have been fulfi lled, satisfi ed or waived, the Board will send a vesting notice (“Vesting Notice”) to each of the relevant RSU Participants. The Vesting Notice will confi rm the extent to which the vesting criteria and conditions have been fulfi lled, satisfi ed or waived, and the number of Shares (and, if applicable, the cash or non-cash income, dividends or distributions and/or the sale proceeds of non-cash and non-scrip distributions in respect of those Shares or Share Equivalents) or the Cash Amount (as defi ned below) the RSU Participant will receive.

(b) Role of the Trustee

A trustee (the “Trustee”) will be appointed by the Board to assist with the administration and vesting of RSUs granted pursuant to the RSU Scheme. The Company may (i) allot and issue Shares to the Trustee to be held by the Trustee pending the vesting of the RSUs awarded which will be used to satisfy the RSUs upon vesting and/or (ii) direct and procure the Trustee to make on-market purchases of Shares to satisfy the RSUs upon vesting. The Company shall provide suffi cient funds to the Trustee by whatever means as the Board may in its absolute discretion determine to enable the Trustee to satisfy its obligations in connection with the administration and vesting of RSUs granted pursuant to the RSU Scheme.

The cash contribution made by the Company to the Trustee, the Shares acquired by the Trustee under the Market Plan and the Shares allotted and issued to the Trustee under the Treasury Plan shall constitute the assets held by the Trustee pursuant to the RSU Scheme (“RSU Trust Fund”) and shall be held, administered and dealt with by the Trustee pursuant to the rules of the RSU Scheme.

(c) Delivery of Shares or Cash

After an RSU Participant has received the Vesting Notice and subject to such RSU Participant executing all documents that the Board considers necessary for vesting (which may include, without limitation, a certifi cation to the Company or its relevant subsidiary that he/she has complied with all the terms and conditions set out in the rules of the RSU Scheme and the RSU Grant Letter), the Board may decide at its absolute discretion to deliver the Shares or the Cash Amount (as defi ned below) (and, if applicable, the cash or non-cash income, dividends or distributions and/or the sale proceeds of non-cash and non-scrip distributions in respect of those Shares or Share Equivalents) to such RSU Participant in any one of the following manner:

(i) to direct and procure the Trustee to withdraw from the RSU Trust Fund the number of Shares required to be delivered to the RSU Participant upon the vesting of the RSUs and shall transfer title, register and deliver certifi cates for such Shares to the RSU Participant which the Trustee has acquired by making on-market purchases of Shares (in case of an RSU Award under the Market Plan) or which the Company has allotted and issued to the Trustee as fully paid up Shares (in case of an RSU Award under the Treasury Plan); or
(ii) (in case of an RSU Award under the Treasury Plan) to allot and issue the number of Shares required to be delivered to the RSU Participant upon the vesting of the RSUs credited as fully paid, and issue to the RSU Participant (or his/her custodian agent) share certifi cates in respect of the Shares so allotted; or

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SUMMARY OF THE PRINCIPAL TERMS OF THE RESTRICTED SHARE UNIT SCHEME

APPENDIX II

(iii) to pay, or direct and procure the Trustee to pay, to the RSU Participant in cash an amount which is equivalent to the value of the Shares required to be delivered to the RSU Participant upon the vesting of the RSUs (equivalence being determined on a before-tax basis) less any applicable withholding taxes (“Cash Amount”), as determined by the Board in its absolute discretion.

If an RSU Participant fails to execute the required documents in accordance with the Vesting Notice, the RSU Participant’s RSU Award will lapse.

(d) Rights on a Takeover

If a general offer to acquire the Shares (whether by takeover offer, merger, or otherwise in a like manner) is made to all of the Shareholders (or Shareholders other than the offeror and/or any person controlled by the offeror and/or any person acting in concert with the offeror) and the general offer to acquire the Shares is approved and the offer becomes or is declared unconditional in all respects, an RSU Participant’s RSUs will vest immediately to the extent specifi ed in a notice given by the Company to the RSU Participant, even if the vesting period has not yet commenced.

(e) Rights on a Scheme of Arrangement

In the event a general offer for Shares by way of scheme of arrangement is made by any person to all the Shareholders and has been approved by the necessary number of Shareholders at the requisite meetings prior to the vesting date of any RSU, the Board shall, prior to such meetings, determine at its absolute discretion whether such RSU shall vest and the period within which such RSU shall vest. If the Board determines that such RSU shall vest, it shall notify the RSU Participant that the RSU shall vest and the period within which such RSU shall vest.

(f) Rights on a Compromise or Arrangement

If a compromise or arrangement between the Company and the Shareholders or creditors is proposed in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies and a notice is given by the Company to the Shareholders to convene a general meeting to consider and if thought fi t approve such compromise or arrangement, an RSU Participant’s RSUs will vest immediately to the extent specifi ed in a notice given by the Company to the RSU Participant, even if the vesting period has not yet commenced.

(g) Rights on a Voluntary Winding-Up

If an effective resolution is passed during the RSU Scheme Period for the voluntary windingup of the Company (other than for the purposes of a reconstruction, amalgamation or scheme of arrangement), all outstanding RSU Awards shall be treated as having vested immediately before the passing of such resolution to the extent represented by the proportion that (A) the time between the RSU Grant Date and the passing of the resolution bears to (B) the entire vesting period set out in the RSU Grant Letter. No Shares will be transferred, and no Cash Amount will be paid, to the RSU Participant, but the RSU Participant will be entitled to receive out of the assets available in liquidation on an equal basis with the Shareholders such sum as they would have received in respect of the RSU Award.

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SUMMARY OF THE PRINCIPAL TERMS OF THE RESTRICTED SHARE UNIT SCHEME

APPENDIX II

(h) Accelerated Vesting

The Board in its sole discretion may, by resolution, permit all unvested RSU Awards to vest immediately and the Shares underlying the RSU Awards to be delivered in accordance with paragraph 10(c) above.

11. LAPSE OF RSU AWARDS

Unless otherwise determined by the Board or provided in the RSU Grant Letter or any written employment or other agreement, all the unvested RSU Awards of an RSU Participant will automatically lapse:

(i) on the date of his/her resignation from employment, as determined by the Board; or
(ii) on the date of his/her termination from the Company for any reason (including involuntary termination without cause), as determined by the Board.

All the unvested RSU Awards of an RSU Participant shall vest:

(i) on the date of his/her death; or
(ii) on the effective date of his/her retirement, as determined by the Board.

An RSU Participant shall be deemed to continue to be an RSU Participant of the RSU Scheme if he/ she becomes eligible for long-term disability benefi ts under the terms of a long-term disability plan of the Company or is eligible for short term disability or is on approved leave, as determined by the Board in its sole discretion.

12. CANCELLATION OF RSU AWARDS

The Board may at its discretion cancel any RSU Award that has not vested or lapsed, provided that:

(i) the Company or its subsidiaries pay to the RSU Participant an amount equal to the fair value of the RSU Award at the date of the cancellation as determined by the Board, after consultation with its auditors or an independent fi nancial adviser appointed by the Board;
(ii) the Company or its relevant subsidiary provides to the RSU Participant a replacement RSU Award (or a grant or option under any other restricted share unit scheme, share option scheme or share-related incentive scheme) of equivalent value to the RSU Award to be cancelled; or
(iii) the Board makes any arrangement as the RSU Participant may agree in order to compensate him/ her for the cancellation of the RSU Award.

13. REORGANISATION OF CAPITAL STRUCTURE

In the event of any capitalisation issue, rights issue, consolidation, sub-division or reduction of the share capital of the Company, the Board may make such equitable adjustments, designed to protect the RSU Participants’ interests, to the number of Shares underlying the outstanding RSU Awards or to the Cash Amount, as it may deem appropriate at its absolute discretion.

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SUMMARY OF THE PRINCIPAL TERMS OF THE RESTRICTED SHARE UNIT SCHEME

APPENDIX II

14. AMENDMENT, SUSPENSION AND TERMINATION OF THE RSU SCHEME

The Board may, from time to time, amend the terms of the RSU Scheme or suspend the RSU Scheme in whole or in part and may at any time terminate the RSU Scheme without prior notice. However, no such amendment, suspension, or termination may adversely affect RSUs already granted and accepted at the time of such amendment, suspension, or termination without the consent of the affected RSU Participants.

Any alterations to the terms of the RSU Scheme which are of a material nature (including but are not limited to: (i) increasing the maximum number of new Shares issuable under the Annual Mandate; (ii) changing the authority of the Board in relation to any alteration of the terms of the RSU Scheme; and (iii) other alterations where the Stock Exchange and/or shareholder approval is required by the Stock Exchange) must be approved by a majority of the Shareholders in general meeting, except where the alterations or changes take effect automatically under the terms of the RSU Scheme. The Board’s determination as to whether any proposed alteration to the terms of the RSU Scheme is material shall be conclusive.

On termination of the RSU Scheme, no further RSU Awards may be granted but in all other respects the provisions of the RSU Scheme shall remain in full force and effect in respect of RSU Awards which are granted and accepted during the life of the RSU Scheme and which remain unvested immediately prior to the termination of the RSU Scheme. The Company or its relevant subsidiary shall notify the Trustee and all RSU Participants of such termination and of how any property held by the Trustee on trust for the RSU Participants (including, but not limited to, any Shares held) and the outstanding RSU Awards shall be dealt with.

15. ADMINISTRATION OF THE RSU SCHEME

The Board shall have the full the power to administer the RSU Scheme, including the power to construe and interpret the rules of the RSU Scheme and the terms of the RSU Awards granted under it. The Board may delegate all or any of its authority to administer the RSU Scheme to the remuneration committee of the Board. The Board or the remuneration committee of the Board may also appoint one or more third party contractors to assist in the administration of the RSU Scheme and may delegate or subdelegate to a third party contractor or any director or offi cer of the Company the whole or any part of the administration of the RSU Scheme and shall determine the scope of such delegation or sub-delegation in its sole discretion.

The Board’s determinations under the RSU Scheme need not be uniform and may be made by it selectively with respect to persons who receive, or are eligible to receive, RSU Awards under it. If a Director is an RSU Participant, he/she may, notwithstanding his/her own interest and subject to the Articles of Association, vote on any Board resolution concerning the RSU Scheme (other than in respect of his/her own participation in it), and may retain RSU Awards under it.

Each RSU Participant waives any right to contest, amongst other things, the value and number of Shares or the Cash Amount underlying the RSU Awards and the Board’s administration of the RSU Scheme.

— 20 —

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX III

This Appendix sets out the details of the Directors who will retire from offi ce, all of whom, being eligible, offer themselves for re-election at the Annual General Meeting:

NON-EXECUTIVE DIRECTORS

Mr. Delbert Lee Lobb, Jr. , aged 54, was appointed as a non-executive Director on 16 January 2012. He has more than 30 years of global coal industry experience with roles in engineering and operations management, which include executive level responsibilities. Mr. Lobb is currently the Group Executive Operations Support for Americas of Peabody Energy Corporation (“Peabody”). Mr. Lobb has been responsible for large-scale surface and underground mines for Peabody in the United States. Previously he was the Group Executive of Peabody’s Powder River Basin Operations located in Wyoming, and Operations Manager of Peabody’s Twentymile underground mine in Colorado.

Mr. Lobb is currently a board member of the University of Kentucky Mining Engineering Foundation. Mr. Lobb previously served on the board of a number of United States-based mining associations and as the chief executive offi cer, president and board member of Westmoreland Coal Company, a US publicly traded coal mining company, from May 2008 to January 2009.

Mr. Lobb graduated from the University of Kentucky, the United States, with a Bachelor’s Degree in Civil Engineering (Mining Option), and from Vanderbilt University, the United States, with a Master’s Degree in Business Administration. Mr. Lobb is a registered Professional Mining Engineer in the United States.

As at the Latest Practicable Date, Mr. Lobb does not have any interest in Shares or underlying Shares or debentures of the Company within the meaning of Part XV of the SFO.

The Company entered into a letter of appointment with Mr. Lobb for an initial term commencing from 16 January 2012 until the Annual General Meeting and he will be subject to re-election at the Annual General Meeting in accordance with the Articles of Association. Mr. Lobb is not entitled to any director’s emoluments.

Save as disclosed above, (i) Mr. Lobb has not held any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) he does not hold any other position with the Company or its subsidiaries; and (iii) he does not have any relationship with any Directors, senior management, substantial shareholders other than Peabody or controlling shareholders of the Company.

There is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter that needs to be brought to the attention to the Shareholders in respect of Mr. Lobb’s appointment.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX III

Liu Qingchun (劉青春) , aged 46, was appointed as a non-executive Director on 18 June 2010. He has more than ten years of experience in international trading and business management in the iron and steel industry. He has held a number of senior management positions in China Minmetals Group since 1997. Mr. Liu currently acts as the Business Director of the Ferrous Trading and Logistics Centre of China Minmetals Corporation, a director and the Deputy General Manager of China Minmetals H.K. (Holding) Limited, the managing Director of Cheerglory Traders Ltd., and a director of Beijing Newglory International Ltd. Mr. Liu is also a director of Coppermine, one of our Shareholders. He was previously the General Manager of the Coke Division and a supervisor of Minmetals Development Co., Ltd., a company listed on the Shanghai Stock Exchange.

Mr. Liu obtained a Master of Business Administration degree from Saint Mary’s University in Canada in 1999 and a bachelor’s degree in International Economics Law from Shanghai Institute of Foreign Trade in 1989.

As at the Latest Practicable Date, save for his interest in 179,000 Shares, Mr. Liu does not have any interests in Shares, underlying Shares or debentures of the Company within the meaning of Part XV of the SFO.

There is a letter of appointment entered into between the Company and Mr. Liu for a term of three years with effect from 7 September 2010. The appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association. Mr. Liu is not entitled to any director’s emoluments.

Save as disclosed above, (i) Mr. Liu did not hold any other directorships in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) he does not hold any other positions in the Company and its subsidiaries; and (iii) he does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX III

Lu Chuan (呂川) , aged 42, was appointed as a non-executive Director on 18 June 2010. He has extensive experience in business administration, fi nance and investment. He previously worked in Nonfemet Finance Shenzhen Corporation Ltd. for a number of years and is currently working in Silver Grant, one of our Shareholders and a company listed on the Stock Exchange (Stock Code: 171), as Assistant General Manager and is mainly responsible for its operations relating to fi nancial asset investments. He also acted as a non-executive director of China Ground Source Energy Limited (stock code: 8128), a company listed on the Growth Enterprise Market of the Stock Exchange from September 2008 to March 2009. Mr. Lu is currently a director of Shenzhen Zhongqingbao Interaction Network Co., Ltd (formerly known as Shenzhen Zqgame Network Co., Ltd, a company listed on the Growth Enterprise Market of the Shenzhen Stock Exchange).

Mr. Lu graduated from the Wuhan University of Technology with a bachelor’s degree in Nautical Mechanical Engineering in 1991 and from Huazhong University of Science and Technology with a master’s degree and a doctorate degree both in Management Science and Engineering Studies in 1997 and 2006, respectively.

As at the Latest Practicable Date, Mr. Lu does not have any interests in Shares, underlying Shares or debentures of the Company within the meaning of Part XV of the SFO.

There is a letter of appointment entered into between the Company and Mr. Lu for a term of three years with effect from 7 September 2010. The appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association. Mr. Lu is not entitled to any director’s emoluments.

Save as disclosed above, (i) Mr. Lu did not hold any other directorships in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) he does not hold any other positions in the Company and its subsidiaries; and (iii) he does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX III

INDEPENDENT NON-EXECUTIVE DIRECTOR

Ng Yuk Keung (吳育強) , aged 47, was appointed as an independent non-executive Director on 18 June 2010. Mr. Ng is currently an executive director and the chief fi nancial offi cer of China NT Pharma Group Company Limited (stock code: 1011), a company listed on the Stock Exchange. Mr. Ng worked with PricewaterhouseCoopers for over 12 years from 1988 to 2001. From 2001–2003, Mr. Ng was the Chief Financial Offi cer of International School of Beijing, an academic institution in Beijing, China. He subsequently joined Australian Business Lawyers, a law fi rm in Australia in 2003 and was later appointed as a special consultant in 2004 responsible for advising on accounting matters. From 2004 to 2006, he was the deputy chief fi nancial offi cer, a joint company secretary and the qualifi ed accountant of Irico Group Electronics Company Limited (stock code: 0438), a company listed on the Stock Exchange. From 2006 to 2010, Mr. Ng was a vice-president, the chief fi nancial offi cer, the company secretary and the qualifi ed accountant of China Huiyuan Juice Group Limited (stock code: 1886), a company listed on the Stock Exchange. From February 2007 to October 2011, Mr. Ng was the independent non-executive director of Xinjiang Xinxin Mining Industry Co., Ltd. (stock code: 3833), a company listed on the Stock Exchange.

Mr. Ng graduated from The University of Hong Kong with a bachelor’s degree in Social Sciences in 1988 and a master’s degree in Global Business Management and E-commerce in 2002. He is a professional accountant and a fellow member of both the Hong Kong Institute of Certifi ed Public Accountants and the Association of Chartered Certifi ed Accountants, and a member of the Institute of Chartered Accountants in England and Wales.

Set out below are the current appointments in other listed companies on the Stock Exchange which Mr. Ng has undertaken:

Position	Name of the listed company	Stock Code
Honorary adviser	China Huiyuan Juice Group Limited	1886
Independent non-executive director	Sany Heavy Equipment International	631
	Holdings Company Limited
Independent non-executive director	Beijing Capital Land Limited	2868
Independent non-executive director	Zhongsheng Group Holdings Limited	881

As at the Latest Practicable Date, Mr. Ng does not have any interests in Shares, underlying Shares or debentures of the Company within the meaning of Part XV of the SFO.

There is a letter of appointment dated 7 September 2010 entered into between the Company and Mr. Ng for a term of three years. The appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association. A director’s fee of US$200,000 per annum is payable under the letter of appointment. The emoluments of Mr. Ng are determined with reference to his performance and contribution to the Group and the prevailing market condition.

— 24 —

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX III

Save as disclosed above, (i) Mr. Ng did not hold any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) he does not hold any other positions in the Company and its subsidiaries; and (iii) he does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

— 25 —

NOTICE OF ANNUAL GENERAL MEETING

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 Statue Square, 2/F, Mandarin Oriental Hong Kong, No. 5 Connaught Road, Central, Hong Kong on Monday, 11 June 2012 at 10 a.m. for the following purposes:

RESOLUTIONS OF MEMBERS

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 2011.
To re-elect Directors and to authorise the Board of Directors to fi x the remuneration of the Directors.
To re-appoint Auditors and to authorise the Board of Directors to fi x their remuneration.
As special business, to consider and, if thought appropriate, pass with or without amendments, the following resolutions as resolutions of members of the Company:

(A) “ THAT:

(i) the maximum number of ordinary shares of one class with no par value of the Company which the Company is authorised to issue be increased from 4,000,000,000 shares to 6,000,000,000 shares.
(ii) The amendments to the Memorandum of Association and Articles of Association of the Company in the following manner be and are hereby approved and adopted and the Directors of the Company be and are hereby authorised to handle all necessary matters in respect of such amendments and on behalf of the Company deal with any relevant fi lings and all other procedures or issues arising from such amendments:

Paragraph 6.1 of the Memorandum of Association of the Company:

“The Company is authorised to issue a maximum of 4,000,000,000 ordinary shares of one class with no par value.”

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NOTICE OF ANNUAL GENERAL MEETING

be deleted in its entirety and substituted therefor:

“The Company is authorised to issue a maximum of 6,000,000,000 ordinary shares of one class with no par value.”

Article 1.1 of the Articles of Association of the Company:

“The Company is authorised to issue a maximum of 4,000,000,000 ordinary shares of one class with no par value.”

be deleted in its entirety and substituted therefor:

“The Company is authorised to issue a maximum of 6,000,000,000 ordinary shares of one class with no par value.””

(B) “ THAT:

(i) subject to paragraph (iii) below, the exercise by the Directors of the Company during the Relevant Period (as defi ned below) 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;
(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 and issued (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraphs (i) and (ii), otherwise than pursuant to (a) a Rights Issue (as defi ned in paragraph (iv) below), or (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) conditional upon Resolutions 5(E) and 5(F) in the notice of this meeting of which this resolution forms a part being passed, the vesting of any restricted share unit awards pursuant to the Restricted Share Unit Scheme (as defi ned in the circular to shareholders of the Company dated 25 April 2012), or (d) 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 Hong Kong Limited) 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 resolution of members 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 total number of issued shares of the Company at the date of passing this resolution, and the said approval shall be limited accordingly; and

— N-2 —

NOTICE OF ANNUAL GENERAL MEETING

(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; and
(3) the revocation or variation of the approval given by this resolution by a resolution of members of the Company in general meeting.

“Rights Issue” means an offer of shares of the Company open for a period fi xed by the Directors of the Company to holders of shares of the Company 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 jurisdiction applicable to the Company, or any recognised regulatory body or any stock exchange applicable to the Company).”

(C) “ THAT:

(i) subject to paragraph (ii) below, the exercise by the Directors of the Company during the Relevant Period (as defi ned below) of all the powers of the Company to repurchase shares of the Company, subject to and in accordance with all applicable laws, the rules and regulations of the Securities and Futures Commission of Hong Kong 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 total number of shares of the Company in issue at the date of passing of this resolution and the said approval shall be limited accordingly; and
(iii) for the purpose of this resolution, “Relevant Period” shall have the meaning as assigned to it under paragraph (iv) of Resolution 5(B) in the notice of this meeting of which this resolution forms a part.”
(D) “ THAT conditional upon Resolutions 5(B) and 5(C) in the notice of this 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 paragraphs (i) and (ii) of such Resolution 5(B) in respect of the total number of shares repurchased by the Company referred to in sub-paragraph (bb) of paragraph (iii) of such resolution.”

— N-3 —

NOTICE OF ANNUAL GENERAL MEETING

(E) “ THAT subject to and conditional upon The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in the new shares underlying any restricted share unit awards (“RSU Awards”) which may be granted pursuant to the Restricted Share Unit Scheme (as defi ned in the circular to shareholders of the Company dated 25 April 2012) (“Restricted Share Unit Scheme”), a copy of which is produced to this meeting marked “A” and signed by the Chairman of this meeting for the purpose of identifi cation, the Restricted Share Unit Scheme be and is hereby approved and adopted and the Directors of the Company be and are hereby authorised to grant RSU Awards under and pursuant to the Restricted Share Unit Scheme and do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the Restricted Share Unit Scheme.”
(F) “ THAT
(i) subject to paragraph (ii) of this resolution and conditional upon Resolution 5(E) in the notice of this meeting of which this resolution forms a part being passed, the exercise by the Directors of the Company during the Relevant Period (as defi ned below) of all the powers of the Company to grant restricted share unit awards (“RSU Awards”) and to allot, issue, procure the transfer of and otherwise deal with additional shares underlying any RSU Awards granted under the Restricted Share Unit Scheme (as defi ned in the circular to shareholders of the Company dated 25 April 2012) as and when the RSU Awards vest be and is hereby approved;
(ii) the aggregate number of additional shares underlying all RSU Awards granted by the Directors pursuant to the approval in paragraph (i) of this resolution (excluding RSU Awards that have lapsed or been cancelled in accordance with the rules of the Restricted Share Unit Scheme) shall not exceed 1% of the total number of shares of the Company in issue at the date of passing of this resolution; and
(iii) for the purposes of this resolution, “Relevant Period” shall have the same meaning as assigned to it under paragraph (iv) of Resolution 5(B) in the notice of this meeting of which this resolution forms a part.”

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

Hong Kong, 25 April 2012

Principal place of business in Hong Kong: Suite 4602A, Cheung Kong Center 2 Queen’s Road Central Hong Kong

Registered Offi ce: Akara Bldg. 24 De Castro Street Wickhams Cay 1 Road Town, Tortola British Virgin Islands

— N-4 —

NOTICE OF ANNUAL GENERAL MEETING

Notes:

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.
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 Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, 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.
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.
The register of members of the Company will be closed from Thursday, 7 June 2012 to Monday, 11 June 2012, 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, 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 Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 6 June 2012.
With regard to item no. 3 of this notice, details of retiring Directors proposed for re-election are set out in Appendix III to the circular to shareholders of the Company dated 25 April 2012.
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. Delbert Lee Lobb, Jr., 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.

— N-5 —

AI assistant

E-Commodities Holdings Limited — AGM Information 2012

50127_rns_2012-04-24_aaa3a607-8b9c-44ee-9b3d-9dd9ae8d7c50.pdf

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

AND NOTICE OF ANNUAL GENERAL MEETING

DEFINITIONS

“IPO”

DEFINITIONS

DEFINITIONS

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

INTRODUCTION

LETTER FROM THE BOARD

PROPOSED INCREASE OF MAXIMUM NUMBER OF AUTHORISED SHARES AND CORRESPONDING AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Paragraph 6.1 of the Memorandum:

be deleted in its entirety and substituted therefor:

Article 1.1 of the Articles:

be deleted in its entirety and substituted therefor:

LETTER FROM THE BOARD

REPURCHASE MANDATE

ISSUE MANDATES

RESTRICTED SHARE UNIT SCHEME

LETTER FROM THE BOARD

RSU ANNUAL MANDATE

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

ANNUAL REPORT AND ANNUAL GENERAL MEETING

ACTION TO BE TAKEN

VOTING BY WAY OF POLL

RESPONSIBILITY STATEMENT

RECOMMENDATION

1. SHARE CAPITAL

2. REASONS FOR REPURCHASES

3. FUNDING OF REPURCHASES

4. GENERAL

APPENDIX I

5. SHARE PRICES

6. SHARE PURCHASES MADE BY THE COMPANY

1. PURPOSES OF THE RSU SCHEME

2. RSU AWARDS

3. PARTICIPANTS IN THE RSU SCHEME

4. CONDITIONS AND TERM OF THE RSU SCHEME

5. GRANT AND ACCEPTANCE

(a) Making an Offer

(b) Acceptance of an Offer

(c) Restrictions on Grants

(d) Grants to Directors

(e) Grants to Connected Persons

6. SCHEME LIMIT AND ANNUAL MANDATE

(a) RSU Scheme Limit

(b) Refreshment of RSU Scheme Limit

(c) Annual Mandate

7. RIGHTS ATTACHED TO RSU AWARDS

8. RIGHTS ATTACHED TO SHARES

9. ASSIGNMENT OF RSU AWARDS

10. VESTING OF RSU AWARDS

(a) General

(b) Role of the Trustee

(c) Delivery of Shares or Cash

(d) Rights on a Takeover

(e) Rights on a Scheme of Arrangement

(f) Rights on a Compromise or Arrangement

(g) Rights on a Voluntary Winding-Up

(h) Accelerated Vesting

11. LAPSE OF RSU AWARDS

12. CANCELLATION OF RSU AWARDS

13. REORGANISATION OF CAPITAL STRUCTURE

14. AMENDMENT, SUSPENSION AND TERMINATION OF THE RSU SCHEME

15. ADMINISTRATION OF THE RSU SCHEME

NON-EXECUTIVE DIRECTORS

INDEPENDENT NON-EXECUTIVE DIRECTOR

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

NOTICE OF ANNUAL GENERAL MEETING

RESOLUTIONS OF MEMBERS

(A) “ THAT:

Paragraph 6.1 of the Memorandum of Association of the Company:

be deleted in its entirety and substituted therefor:

Article 1.1 of the Articles of Association of the Company:

be deleted in its entirety and substituted therefor:

(B) “ THAT:

(C) “ THAT:

E-Commodities Holdings Limited AGM Information 2012