E-Commodities Holdings Limited — AGM Information 2013

Apr 29, 2013

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, company, secretary, 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 proxy form 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)

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, 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 3 to 6 of this circular. A notice convening an annual general meeting of the Company to be held at Ballroom C, 5/F, Island Shangri-la, Pacifi c Place, Supreme Court Road, Central, Hong Kong, on Thursday, 27 June 2013 at 1 p.m. is set out on pages N-1 to N-4 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return 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, Wan Chai, 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.

30 April 2013

CONTENTS

	Page
Def nition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Issue Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
RSU Annual Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual Report and Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Action to be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I — Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II — Details of Retiring Directors Proposed for Re-election. . . . . . . . . . . . . . . . . . . . . .	9
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	N-1

— i —

DEFINITION

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 Ballroom C, 5/F, Island Shangri-la, Pacifi c Place, Supreme Court Road, Central, Hong Kong on Thursday, 27 June 2013 at 1 p.m., notice of which is set on pages N-1 to N-4 of this circular

• “Articles of Association” or “Articles” the articles of association of the Company as amended from time to time

“Board” the board of Directors

• “Company” Winsway Coking Coal Holdings Limited, a company incorporated under the laws of the British Virgin Islands with limited liability on 17 September 2007

• “Companies Act” BVI Business Companies Act 2004 of the British Virgin Island and any amendments or other statutory modifi cations thereof

“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 4(A) and 4(C) 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 aggregated 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

“Latest Practicable Date”

24 April 2013, being the latest practicable date prior to the issue of this circular for ascertaining certain information included in this circular

“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

• “Memorandum”

the memorandum of association of the Company as amended from time to time

— 1 —

DEFINITION

“Notice of Annual General Meeting”	the notice of the Annual General Meeting set out on pages N-1 to
	N-4 of this circular
“PRC”	The People’s Republic of China
“Repurchase Mandate”	the general and unconditional mandate proposed under Resolution
	4(B) 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 approved and adopted by the
“RSU Scheme”	Shareholders at the annual general meeting held on 11 June 2012
	for the grant of RSU Award to eligible participant pursuant thereto
“RMB”	Renminbi, the lawful currency of the People’s Republic of China
“RSU”	the 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 4(D) 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
“SFC”	the Securities and Futures Commission of Hong Kong
“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
“Takeover Code”	the Hong Kong Code on Takeovers and Mergers
“US$”	United States dollars, the lawful currency of the United States of
	America
“%”	per cent

— 2 —

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 Director) Zhu Hongchan Yasuhisa Yamamoto Ma Li Cui Yong

Non-executive Directors:

Daniel J. Miller 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 Centre 2 Queen’s Road Central Hong Kong

Independent Non-executive Directors

James Downing Ng Yuk Keung Wang Wenfu George Jay Hambro

30 April 2013

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, 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 relevant information regarding the proposed (i) grant of the Issue Mandates and the Repurchase Mandate; (ii) grant of the RSU Annual Mandate; and (iii) re-election of retiring Directors; and to give you the 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 things, the aforesaid matters.

— 3 —

LETTER FROM THE BOARD

ISSUE MANDATES

Resolution 4(A) 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 4(C) set out in the Notice of Annual General Meeting would enable the Directors to issue, under the general mandate contained in Resolution 4(A), 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 4(A) 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.

REPURCHASE MANDATE

Resolution 4(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 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 4(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.

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.

RSU ANNUAL MANDATE

In accordance with the rules of the Restricted Share Unit Scheme, an annual mandate is proposed under Resolution 4(D) 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.

As at the Latest Practicable Date, the number of Shares in issue is 3,773,198,693 Shares. Subject to the passing of Resolution 4(D) 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.

— 4 —

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the Executive Directors of the Company are Mr. Wang Xingchun, Ms. Zhu Hongchan, Mr. Yasuhisa Yamamoto, Ms. Ma Li and Mr. Cui Yong, the Non-executive Directors of the Company are Mr. Daniel J. Miller, Mr. Liu Qingchun and Mr. Lu Chuan, and the Independent Nonexecutive Directors of the Company are Mr. James Downing, Mr. Ng Yuk Keung, Mr. Wang Wenfu and Mr. George Jay Hambro.

Pursuant to Articles 14.2 and 14.18 of the Articles of Association, Mr. Daniel J. Miller and Ms. Ma Li shall hold offi ce only until the Annual General Meeting and shall be eligible for re-election and Mr. Wang Xingchun, Ms. Zhu Hongchan, Mr. Yasuhisa Yamamoto and Mr. Cui Yong shall 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 II hereto.

ANNUAL REPORT AND ANNUAL GENERAL MEETING

A copy of the annual report of the Company for the year ended 31 December 2012 is enclosed for your review.

The notice convening the Annual General Meeting proposed to be held on Thursday, 27 June 2013 at Ballroom C, 5/F, Island Shangri-la, Pacifi c Place, Supreme Court Road, Central, Hong Kong is set out on pages N-1 to N-4 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 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.

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 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 so as to be received 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 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.

— 5 —

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 Issue Mandate, the Repurchase Mandate, the RSU Annual Mandate 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 Directors Winsway Coking Coal Holdings Limited Wang Xingchun Chairman

— 6 —

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 of the Company or any earlier date as referred to in the relevant resolutions of members.

2. REASON FOR REPURCHASE

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 assets per Share 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 REPURCHASE

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 pinion 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 2012 in the event that the Repurchase Mandate is exercised in full.

4. GENERAL

None of the Directors nor, to the best knowledge, having made all reasonable enquiries, any of their 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.

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.

— 7 —

EXPLANATORY STATEMENT

APPENDIX I

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.

5. SHARE PRICES

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

Shares	Highest	Lowest
	HK$	HK$
April 2012	2.02	1.52
May 2012	1.83	1.30
June 2012	1.62	1.23
July 2012	1.54	1.03
August 2012	1.23	0.97
September 2012	1.14	0.93
October 2012	1.38	0.96
November 2012	1.36	1.16
December 2012	1.33	1.16
January 2013	1.49	1.21
February 2013	1.24	1.05
March 2013	1.14	0.87
April 2013 (up to the Latest Practicable Date)	0.90	0.76

6. SHARE REPURCHASES 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.

— 8 —

APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

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.

EXECUTIVE DIRECTORS

Mr. Wang Xingchun (王興春) , aged 49, is the founder of our Company and the Chairman of the Board and Chief Executive Offi cer of our Company. He was appointed as our Director on 17 September 2007. He is also a director of a number of our subsidiaries. He is responsible for formulating the overall business development strategies for our Company and communication with key suppliers and customers of our Group. Mr. Wang has over 20 years of international commodities business and management experience, as well as 16 years of experience in the development of cross-border logistics infrastructure and its operations. In 1990, Mr. Wang worked as an agent at Hong Kong Management Service (Chemicals) Limited, a company incorporated in Hong Kong which belonged to the Landmark Chemicals Group of companies engaging in international chemical product trading. In 1995, Mr. Wang, through his whollyowned entity, Goldliq, invested in and acted as the Vice Chairman of Manzhouli Haitie Yonghui, a company which owns and operates the transshipping facilities at the Manzhouli Railway Port neighbouring Russia through which Manzhouli Haitie Yonghui engages in the storage and cross border transportation of oil and petrochemical products. Mr. Wang also founded Winsway Macao in 1995. Mr. Wang studied mechanical manufacturing at the Beijing Open University from 1984 and obtained a diploma in 1987.

Mr. Wang is the controlling shareholder of the Company. As at the Latest Practicable Date, Mr. Wang has interest in 1,852,484,109 Shares, underlying Shares or debentures of the Company within the meaning of Part XV of the SFO, representing 49.10% of the total issued share capital of the Company.

There is a service agreement entered into between the Company and Mr. Wang for a term of 3 years from 7 September 2010. The appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association. As an executive director, Mr. Wang is currently entitled to receive a director’s emolument of HK$8,000,000 per annum under the service agreement, which was approved by the Remuneration Committee of the Company based on his qualifi cations, experience, level of responsibilities undertaken, contribution to the Company and prevailing market conditions. Mr. Wang is also entitled to receive discretionary bonuses or other benefi ts as may be decided by the Remuneration Committee of the Company having regard to Mr. Wang’s and the Company’s performance.

Save as disclosed above, (i) Mr. Wang 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 of the Company.

There is no information that needs to be disclosed pursuant to any of the requirements of the provisions under Rule 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. Wang’s appointment.

— 9 —

APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Zhu Hongchan (朱紅嬋) , aged 38, is an executive Director and a Vice President of our Company. Ms. Zhu was appointed as a Director on 18 June 2010. She joined Winsway Group in 1995 and has worked in the Chemical Trading and Sales departments of our parent group where she accumulated extensive experience in the value-adding operations of energy resources and commodities, and which has enabled Ms. Zhu to successfully lead and manage the sales team of our Group in implementing our Group’s sales and future growth strategies. Ms. Zhu became a Vice President of our Group in October 2008 and is responsible for the management of the procurement of coal and sales activities. Ms. Zhu is also a director of our subsidiary, Beijing Winsway. Ms. Zhu graduated from the Beijing University of Chemical Technology in 1995 with a bachelor’s degree in Management Engineering.

As at the Latest Practicable Date, save for her interest in 10,345,000 Shares, Ms. Zhu does not have any other interests in Shares, underlying Shares or debentures of the Company within the meaning of Part XV of the SFO.

There is a service agreement entered into between the Company and Ms. Zhu for a term of 3 years from 7 September 2010. The appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association. As an executive director, Ms. Zhu is currently entitled to receive a director’s emolument of RMB3,300,000 per annum under the service agreement, which was approved by the Remuneration Committee of the Company based on her qualifi cations, experience, level of responsibilities undertaken, contribution to the Company and prevailing market conditions. Ms. Zhu is also entitled to receive discretionary bonuses or other benefi ts as may be decided by the Remuneration Committee of the Company having regard to Ms. Zhu’s and the Company’s performance.

Save as disclosed above, (i) Ms. Zhu 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) she does not hold any other position with the Company or its subsidiaries; and (iii) she does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company.

There is no information that needs to be disclosed pursuant to any of the requirements of the provisions under Rule 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 Ms. Zhu appointment.

Yasuhisa Yamamoto , aged 53, is an executive Director of our Company. He joined Winsway Group in 2007 and was then responsible for its petroleum operations. He was appointed as a Director on 18 June 2010. Mr. Yamamoto is now responsible for the procurement of seaborne coal. Prior to joining our Group, Mr. Yamamoto worked at the Tokyo, Beijing, London and Hong Kong offi ces of Marubeni Corporation, a company engaged in the trading of textiles, pulp and paper, chemicals, energy, metals, mineral resources and transportation machinery in the global market, since 1982. Mr. Yamamoto has extensive experience in trading, corporate governance, subsidiaries’ affi liations and risk management. Mr. Yamamoto obtained a Bachelor of Laws degree from Kobe University in 1982.

As at the Latest Practicable Date, save for his interest in 8,469,000 Shares, Mr. Yamamoto does not have any other interests in Shares, underlying Shares or debentures of the Company within the meaning of Part XV of the SFO.

— 10 —

APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

There is a service agreement entered into between the Company and Mr. Yamamoto for a term of 3 years from 7 September 2010. The appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association. As an executive director, Mr. Yamamoto is currently entitled to receive a director’s emolument of US$500,000 per annum under the service agreement, which was approved by the Remuneration Committee of the Company based on his qualifi cations, experience, level of responsibilities undertaken, contribution to the Company and prevailing market conditions. Mr. Yamamoto is also entitled to receive discretionary bonuses or other benefi ts as may be decided by the Remuneration Committee of the Company having regard to Mr. Yamamoto’s and the Company’s performance.

Save as disclosed above, (i) Mr. Yamamoto 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 or controlling shareholders of the Company.

There is no information that needs to be disclosed pursuant to any of the requirements of the provisions under Rule 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. Yamamoto appointment.

Cui Yong (崔勇) , aged 38, was appointed as an executive Director on 18 June 2010. Dr. Cui joined Winsway Group in 2000, through which he accumulated broad experience in the transportation, logistics and value-adding operations of energy resources and commodities. He is also a director of our subsidiary, Inner Mongolia Haotong. He is responsible for strategy and new business development of our Group. Dr. Cui also acts as a non-executive director of Xinyuan Real Estate Co. Ltd., a company listed on the New York Stock Exchange. From September 2007 to January 2010, he acted as an independent non-executive director of Yardway Group Limited, a company listed on the Hong Kong Stock Exchange. From November 2004 to November 2007, Dr. Cui also acted as an independent director of Zhongshan Vantage Gas Appliance Stock Co., Ltd., a company listed on the Shenzhen Stock Exchange. He has extensive experience in corporate fi nance and corporate planning and management.

Dr. Cui obtained his bachelor degree in fi nance, master’s degree in money and banking and doctorate degree in fi nance from the School of Finance of Renmin University in 1995, 1998 and 2001, respectively.

As at the Latest Practicable Date, save for his interest in 34,232,000 Shares, Dr. Cui does not have any other interests in Shares, underlying Shares or debentures of the Company within the meaning of Part XV of the SFO.

There is a service agreement entered into between the Company and Dr. Cui for a term of 3 years from 7 September 2010. The appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association. As an executive director, Dr. Cui is currently entitled to receive a director’s emolument of RMB2,439,014 per annum under the service agreement, which was approved by the Remuneration Committee of the Company based on his qualifi cations, experience, level of responsibilities undertaken, contribution to the Company and prevailing market conditions. Dr. Cui is also entitled to receive discretionary bonuses or other benefi ts as may be decided by the Remuneration Committee of the Company having regard to Dr. Cui and the Company’s performance.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, (i) Dr. Cui 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 or controlling shareholders of the Company.

There is no information that needs to be disclosed pursuant to any of the requirements of the provisions under Rule 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 Dr. Cui’s appointment.

Ma Li (馬麗) , aged 42, was appointed as an executive Director on 1 April 2013 to replace Mr. Apolonius Struijk, who resigned on the same date. She is the Vice President of the Company who is responsible for the treasury functions and internal administration of our Group. Ms. Ma joined Winsway Group in 1998, where she was mainly responsible for internal administration and treasury functions. She then became an employee of our Group in 2007 upon our establishment. She previously worked at the rare earth research centre of Inner Mongolia Baotou Steel Rare-Earth (Group) Hi-Tech Co., Ltd as an assistant engineer from 1991 to 1995.

Ms. Ma graduated from Baotou College of Iron & Steel with a bachelor’s degree in Metallurgy in 1991. Ms. Ma also obtained a Master of Engineering degree in 1998 and a Master of Business Administration degree in 2006 from the University of Science and Technology Beijing.

As at the Latest Practicable Date, save for her interest in 8,276,000 Shares, Ms. Ma does not have any other 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 Ms. Ma for an initial term commencing from 1 April 2013 until the Annual General Meeting and she will be subject to re-election at the Annual General Meeting in accordance with the Articles of Association. As an executive director, Ms. Ma is currently entitled to receive a director’s emolument of RMB3,300,000 per annum under the letter of appointment, which was approved by the Remuneration Committee of the Company based on her qualifi cations, experience, level of responsibilities undertaken, contribution to the Company and prevailing market conditions. Ms. Ma is also entitled to receive discretionary bonuses or other benefi ts as may be decided by the Remuneration Committee of the Company having regard to Ms. Ma’s and the Company’s performance.

Save as disclosed above, (i) Ms. Ma 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) she does not hold any other position with the Company or its subsidiaries; and (iii) she does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company.

There is no information that needs to be disclosed pursuant to any of the requirements of the provisions under Rule 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 Ms. Ma’s appointment.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

NON-EXECUTIVE DIRECTORS

Daniel J. Miller , aged 48, was appointed as a non-executive Director on 16 January 2013 to replace Mr. Delbert Lee Lobb, Jr., who resigned on the same date. Mr. Miller has more than 15 years of experience in the banking and fi nance industry specializing in mining and metals. He has extensive experience in mergers and acquisitions and fi nancing transactions involving mining clients. Mr. Miller is currently the Vice President of Peabody COALTRADE Asia Private Ltd., the Singapore trading offi ce of Peabody. Previously he was a Managing Director in Standard Chartered Bank’s Strategic Client Coverage Group, Mining and Metals, Singapore. From 1996 to 2006, Mr. Miller was a Director in Citigroup’s Metals & Mining Group, New York. From 1994 to 1996, Mr. Miller worked as a fi nancial analyst at the Equity Research Department of Goldman Sachs & Co., New York, covering metals and mining companies.

Mr. Miller graduated from Princeton University, the United States, with a Bachelor’s Degree in Germanic Languages and Literatures in 1988, and from Stanford University, the United States, with a Master’s Degree in German Studies in 1994.

As at the Latest Practicable Date, Mr. Miller 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. Miller for an initial term commencing from 16 January 2013 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. As a non-executive director, Mr. Miller is not entitled to any director’s emoluments.

Save as disclosed above, (i) Mr. Miller 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 or controlling shareholders of the Company.

There is no information that needs to be disclosed pursuant to any of the requirements of the provisions under Rule 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. Miller appointment.

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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 Ballroom C, 5/F, Island Shangri-la, Pacifi c Place, Supreme Court Road, Central, Hong Kong on Thursday, 27 June 2013 at 1 p.m. for the following purposes:

RESOLUTIONS OF MEMBERS

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 2012.

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

3. To re-appoint Auditor and to authorise the Board of Directors to fi x the Auditor’s remuneration.

4. 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 in the capital 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) and issued by the Directors of the Company pursuant to the approval in paragraph (i) and (ii), otherwise then 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) an issue of shares of the Company upon the vesting of any restricted share unit awarded pursuant to the Restricted Share Unit Scheme approved and adopted by the shareholders of

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NOTICE OF ANNUAL GENERAL MEETING

the Company on 11 June 2012 (“RSU Scheme”); 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 sum 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

(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 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 jurisdiction applicable to the Company, or any recognised regulatory body or any stock exchange applicable to the Company).”

(B) “ 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 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

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) for the purpose of this resolution, “Relevant Period” shall have the meaning as assigned to it under paragraph (iv) of Resolution 4(A) in the notice of this meeting of which this resolution forms a part.”

• (C) “ THAT conditional upon Resolution 4(A) and 4(B) in the notice of the meeting of which this resolution forms a part being passed, the Directors of the Company be and they are hereby authorised to exercise the powers of the Company referred to in paragraph (i) and (ii) of such Resolution 4(A) in respect of the total number of shares repurchased by the Company referred to in sub-paragraph (bb) of paragraph (iii) of such resolution.”

(D) “ THAT

• (i) 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 RSU Scheme 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 purpose of this resolution, “Relevant Period” shall have the same meaning as assigned to it under paragraph (iv) of Resolution 4(A) in the notice of this meeting of which this resolution forms a part.”

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

Hong Kong, 30 April 2013

Principal place of business in Hong Kong:

Registered Offi ce:

Suite 4602A, Cheung Kong Centre 2 Queen’s Road Central Hong Kong

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

— N-3 —

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A Shareholder entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the Shareholder to speak at the meeting. A proxy need not be a member of the Company. A Shareholder may appoint any number of proxies to attend in his stead at any one general meeting.

2. A form of proxy is enclosed. To be valid, a completed and signed proxy form and the relevant power of attorney (if any) or other authority (if any), or a notarially certifi ed copy of such power or authority, shall be lodged with the Company’s registrar in Hong Kong, 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 or adjourned meeting (as the case may be). Delivery of the form of proxy shall not preclude you from attending and voting in person at the meeting or poll concerned and, in such event, the form of proxy shall be deemed to be revoked.

3. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.

4. The register of members of the Company will be closed from 25 June 2013 to 27 June 2013, 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 accompanies by the relevant share certifi cates must be lodged with 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 later than 4:30 p.m. on 24 June 2013.

5. With regard to item no. 2 of this notice, details of retiring Directors proposed for re-election are set out in Appendix II of the circular to shareholders dated 30 April 2013.

6. As at the date of this notice, the Executive Directors of the Company are Mr. Wang Xingchun, Ms. Zhu Hongchan, Mr. Yasuhisa Yamamoto, Ms. Ma Li and Mr. Cui Yong, the Non-executive Directors of the Company are Mr. Daniel J. Miller, 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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