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.

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

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 1733)

(1) PROPOSED CHANGE OF COMPANY NAME

(2) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

(3) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

(4) ANNUAL MANDATE TO ISSUE SHARES UNDER RESTRICTED SHARE UNIT SCHEME

(5) ADOPTION OF NEW SHARE OPTION SCHEME

(6) RE-ELECTION OF RETIRING DIRECTORS

AND

(7) NOTICE OF ANNUAL GENERAL MEETING

A letter from the board of directors of the Company is set out on pages 1 to 9 of this circular. A notice convening an annual general meeting of the Company to be held at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong, on Friday, 6 June 2014 at 2 p.m. is set out on pages 29 to 34 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 2014

CONTENTS

	Page
Definition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii-v
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Proposed Amendments the Memorandum and
Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Issue Mandates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
RSU Annual Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Adoption of New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Annual Report and Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Action to be Taken. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Voting by Way of Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I — Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix II — Details of Retiring Directors proposed for Re-election. . . . . . . . . . . .	13
Appendix III — Summary of the Principal Terms
of the New Share Option Scheme. . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29

— i —

DEFINITION

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

“Adoption Date”
the date on which the New Share Option Scheme becomes unconditional
“Annual General Meeting”
the annual general meeting of the Company to be held at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong. on Friday, 6 June 2014 at 2 p.m., notice of which is set on pages 29 to 34 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

“Business Day”
any day (excluding a Saturday and Sunday) on which banks are generally open for business in Hong Kong
“Change of Company Name”
the proposed change of the name of the Company from“Winsway Coking Coal Holdings Limited 永暉焦煤股份有限公司 ” to “Winsway Enterprises Holdings Limited 永暉實業控股股份有限公司 ”
“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 modifications thereof
“Date of Grant”
in respect of an Option and unless otherwise specified in the letter of grant, the Business day on which the Board resolves to make an Offer, or the grant of an option to a Participant
“Directors”
the directors of the Company
“Grantee”
any Participant who accepts an Offer in accordance with the terms of the New Share Option Scheme or (where the context so permits) a person entitled to any such Option in consequence of the death of the original Grantee or the legal representative of such person
“Group”
the Company and its subsidiaries

— ii —

DEFINITION

“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”

25 April 2014, 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
“New Share Option Scheme”

the new share option scheme proposed to be adopted by the Shareholders at the Annual General Meeting

“Notice of
Annual General Meeting”

the notice of the Annual General Meeting set out on pages 29 to 34 of this circular

“Offer”

the offer of the grant of an Option made in accordance with the New Share Option Scheme

“Option”

a right granted under the New Share Option Scheme or any other share option scheme of the Company to subscribe for Shares

— iii —

DEFINITION

“Option Period”
“Participant”
“Performance Appraisal”
“PRC”
“Pre-IPO Option”
“Pre-IPO Option Scheme”
“Repurchase Mandate”
“Restricted Share Unit Scheme” or “RSU Scheme”
“RMB”
in respect of any Particular Option, the period to be determined and notified by the Board to the Grantee at the time of making an Offer which shall not expire later than 5 years from the Date of Grant
Directors (including executive Directors, non-executive Directors and independent non-executive Directors) and employees of the Group who the Board considers, in its sole discretion, have contributed or will contribute to the Group
the performance appraisal for Participants to be conducted by the Human Resources Department of the Company and subject to review by the Company’s remuneration committee and an independent certified public accountant firm against performance criteria adopted from time to time by the Company including the financial performance of the Company against budget, stock performance, operational targets, business development and Health, Safety and Environment (HSE) performance
The People’s Republic of China
a right granted under the Pre-IPO Option Scheme to subscribe for Shares in accordance with the Pre-IPO Option Scheme
the pre-IPO option scheme adopted by the Company on 30 June 2010, a summary of the principal terms of which is set forth in the section headed “Pre-IPO Option Scheme” in Appendix VII to the prospectus of the Company dated 27 September 2010
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
the restricted share unit scheme approved and adopted by the Shareholders at the annual general meeting held on 11 June 2012 for the grant of RSU Award to eligible participant pursuant thereto
Renminbi, the lawful currency of the People’s Republic of China

— iv —

DEFINITION

the restricted share unit

“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

“Rules” the rules of the New Share Option 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 “Subscription Price” the price per Share at which a Grantee may subscribe for Shares on the exercise of an Option pursuant to the New Share Option Scheme “Subsidiary” a company which is for the time being and from to time a subsidiary (within the meaning of the Companies Ordinance (Chapter 622 of the laws of Hong Kong)) of the Company, whether incorporated in Hong Kong or elsewhere and “Subsidiaries” shall be construed accordingly “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

— v —

LETTER FROM THE BOARD

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

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 1733)

Directors: Executive Directors: Wang Xingchun (Chairman and Chief Executive Director) Zhu Hongchan Yasuhisa Yamamoto Ma Li Wang Changqing

Non-executive Directors: Daniel J. Miller Liu Qingchun Lu Chuan

Registered Office: 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 2014

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED CHANGE OF COMPANY NAME (2) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

(3) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES
(4) ANNUAL MANDATE TO ISSUE SHARES UNDER RESTRICTED SHARE UNIT SCHEME
(5) ADOPTION OF NEW SHARE OPTION SCHEME
- (6) RE-ELECTION OF RETIRING DIRECTORS AND

(7) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with relevant information regarding the proposed (i) Change of Company Name; (ii) amendments to the existing Memorandum and Articles of Association of the Company; (iii) grant of the Issue Mandates and the Repurchase Mandate; (iv) grant of the RSU Annual Mandate; (v) adoption of New Share Option Scheme and (vi) 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 fit, approve, among other things, the aforesaid matters.

— 1 —

LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the name of the Company from “Winsway Coking Coal Holdings Limited 永暉焦煤股份有限公司 ” to “Winsway Enterprises Holdings Limited 永暉實業控股股份有限公司 ”.

Reasons for the Change of Company Name

The Group principally engages in supplying coking coal into China, providing services to its suppliers and customers through its integrated platform comprising logistics parks, coal processing plants, and road and railway transportation capabilities. The Group also engages in the production of coking coal through Grande Cache Coal Corporation, a Canadian coal company the Group acquired on 1 March 2012.

The global coking coal market has been trending downwards since 2012. In the face of surging production capacity, coal demand has experienced much slower growth due to economic restructuring in China. A surplus of coal supply has severely challenged Winsway’s business lines. With a view to enhancing the utilization and profitability from the Group’s well-established logistics facilities, Winsway plans to evolve its strategy and scope of business from a pure coking coal operation to a broader-scope operation including thermal coal, iron ore and potentially other minerals or bulk materials. Winsway also plans to become more of a service provider through a platform providing a total supply chain solution to the broader market involving small and medium-sized customers engaged in bulk commodity trading. The Board believes that the Change of Company Name will better reflect the changed and evolving strategy and scope of the Company’s business.

The Board considers that the proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

Conditions of the Change of Company Name

The proposed Change of Company Name will be subject to (i) the passing of a special resolution by the Shareholders approving the Change of Company Name at the Annual General Meeting; (ii) the Registry of Corporate Affairs in the British Virgin Islands approving the Change of Company Name and entering the new name on the register; and (iii) the issuance by the Registry of Corporate Affairs in the British Virgin Islands of a certificate of the change of name of the Company.

Subject to the satisfaction of the above conditions, the new name of the Company will take effect from the date of the issuance by the Registry of Corporate Affairs in the British Virgin Islands of a certificate of the change of the name of the Company. The Company will carry out all necessary registration and/or filing procedures with The Registry of Corporate Affairs in the British Virgin Islands and the Companies Registry in Hong Kong.

— 2 —

LETTER FROM THE BOARD

Effects on the Change of Company Name

The proposed Change of Company Name will not affect any of the rights of the Shareholders.

The Change of Company Name will be effective from the date of issuance by The Registry of Corporate Affairs in the British Virgin Islands of a certificate of the change of the name of the Company.

Thereafter, share certificates of the Company will be issued in the new name of the Company. However, all existing share certificates in issue bearing the existing name of the Company will, after the Change of Company Name has become effective, continue to be effective as documents of title to and be valid for trading, settlement, and registration and delivery purposes. There will not be any arrangement for the exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company.

The Board also proposes to adopt a new Chinese stock short name for the purpose of trading on the Stock Exchange.

The Company will make further announcement(s) as and when appropriate on the results of the Annual General Meeting, the effective dates of the proposed Change of Company Name and the new Chinese stock short name for the purpose of trading on the Stock Exchange.

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

In view of the proposed Change of Company Name, the Board also proposes to make certain amendments to the Memorandum and Articles of Association as detailed hereinbelow in order to reflect the change and seek the approval of the Shareholders by way of a special resolution for the proposed amendments to the Memorandum and Articles of Association at the Annual General Meeting.

The Company’s legal advisers have confirmed that the proposed amendments to the Memorandum and Articles of Association are in compliance with the requirements of the Listing Rules and the laws of the British Virgin Islands. The Company also confirmed that there is nothing unusual about the proposed amendments to the Memorandum and Articles of Association for a company listed in Hong Kong.

In accordance with Article 9 of the existing Memorandum and Article 33 of the existing Articles of Association, the proposed amendments to the Memorandum and Articles of Association as set out in the Notice of Annual General Meeting will be subject to the approval by the Shareholders by way of a special resolution.

— 3 —

LETTER FROM THE BOARD

Proposed Amendments to the Memorandum of Association

The existing Memorandum shall be amended by deleting the name “Winsway Coking Coal Holdings Limited 永暉焦煤股份有限公司 ” on the cover page, on the heading of page 1 of the Memorandum, in Clause 1.1 of the Memorandum and in the definition of “Company” in Clause 10.1 of the Memorandum and substituting therefor “Winsway Enterprises Holdings Limited 永暉實業控股股份有限公司 ”.

Proposed Amendments to the Articles of Association

The Articles of Association shall be amended by deleting the name “Winsway Coking Coal Holdings Limited 永暉焦煤股份有限公司 ” on the cover page of the Articles of Association and on the heading of page 2 of the Articles of Association and substituting therefor “Winsway Enterprises Holdings Limited 永暉實業控股股份有限公司 ”.

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 SHARES

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.

— 4 —

LETTER FROM THE BOARD

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.

With respect to the operation of the Restricted Share Unit Scheme, the Company will, where applicable, comply with all the relevant requirements under the Listing Rules (including Chapter 14A).

ADOPTION OF NEW SHARE OPTION SCHEME

Pre-IPO Option Scheme

The Company adopted the Pre-IPO Option Scheme on 30 June 2010 and granted Pre-IPO Options under the Pre-IPO Option Scheme to subscribe for a total of 107,945,000 Shares. As at the Latest Practicable Date, 2,760,337 Pre-IPO Options were exercised, 6,972,750 Pre-IPO Options had lapsed and 98,211,913 Pre-IPO Options were outstanding. Pursuant to Rule 17.02(1)(b) of the Listing Rules and the rules of the Pre-IPO Option Scheme, no further Pre-IPO Options may be granted by the Company under the Pre-IPO Option Scheme.

Existing RSU Scheme

The existing RSU Scheme of the Company was approved and adopted by the Shareholders at the annual general meeting held on 11 June 2012. Given the complexity of the operation of the RSU Scheme and that the Company would be required to commit resources by way of cash or shares contribution to the trustee of the RSU Scheme upon granting of awards under the RSU Scheme, it is the intention of the Company that any potential grant(s) of awards under the RSU Scheme would be limited to the Directors and management of the Group.

— 5 —

LETTER FROM THE BOARD

The Company considered that the New Share Option Scheme is a relatively less costly way for providing incentives to a potentially broader scope of Participants, as the Grantees of Options under the New Share Option Scheme could determine whether to exercise the Options upon vesting and would pay for the subscription price of the Shares to be issued upon exercise of the Options, the Company would not be required to commit additional resources when it decides to grant Options.

The Company believes that the adoption of the New Share Option Scheme will complement the existing incentive schemes of the Company and provides flexibility to the Company in retaining and motivating talents. The Company would consider the particular circumstances of each individual participants and the financial position of the Group in making awards under the RSU Scheme or granting Options under the New Share Option Scheme as appropriate.

For details of the RSU Scheme, please refer to the circular of the Company dated 25 April 2012.

Proposed Adoption of New Share Option Scheme

At the Annual General Meeting, an ordinary resolution will be proposed for the Company to approve and adopt the New Share Option Scheme. The New Share Option Scheme is conditional upon:

(a) the passing of an ordinary resolution to approve and adopt the New Share Option Scheme by the Shareholders at the Annual General Meeting and to authorise the Board to administer the New Share Option Scheme, to grant Options thereunder and to allot, issue and deal with the Shares which fall to be issued by the Company pursuant to the exercise of the Options under the New Share Option Scheme; and
(b) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, such number of Shares to be issued by the Company pursuant to the exercise of the Options which may be granted in accordance with the terms and conditions of the New Share Option Scheme.

The Purpose of the New Share Option Scheme is to reward Participants who have contributed to the Group and to encourage Participants to work towards enhancing the value of the Company and its Shares for the benefit of the Company and its Shareholders as a whole.

As at the Latest Practicable Date, the Company has 3,773,198,693 Shares in issue and assuming that there is no further change in the issued share capital of the Company between the period from the Latest Practicable Date to the date of the Annual General meeting, the date on which the New Share Option Scheme is expected to be approved and adopted by the Shareholders. Subject to the New Share Option Scheme becoming effective, the Company may grant Options pursuant to the New Share Option Scheme, in respect of which up to a maximum number of 377,319,869 Shares, representing 10% of the Shares in issue on the date of the Annual General Meeting, may be issued.

— 6 —

LETTER FROM THE BOARD

Further, the total number of Shares which may be issued upon exercise of all Options to be granted under the New Share Option Scheme and any other share option scheme of the Company must not in aggregate exceed 10 per cent. of the total number of Shares in issue as at the date of the Annual General Meeting unless the Company obtains a fresh approval from Shareholders to renew the 10 per cent. Limit, provided that the maximum number of Shares in respect of which Options may be granted under the New Share Option Scheme together with any Options outstanding and yet to be exercised under the New Share Option Scheme and any other share option scheme of the Company (including the Pre-IPO Option Scheme) must not exceed 30 per cent. of the issued share capital of the Company from time to time.

The Directors consider that it is not appropriate to state the value of all Options that can be granted pursuant to the New Share Option Scheme as if they had been granted on the Latest Practicable Date as a number of variables which are crucial for the calculation of the Option value have not been determined. Such variables include but are not limited to the exercise price, exercise period, lockup period (if any). The Directors believe that any calculation of the value of the Options as at the Latest Practicable Date based on a number of speculative assumptions would not be meaningful to Shareholders.

None of the Directors is trustee of the New Share Option Scheme or has a direct or indirect interest in the trustee of the New Share Option Scheme, if any.

With respect to the operation of the New Share Option Scheme, the Company will, where applicable, comply with the relevant requirements under Chapter 17 of the Listing Rules.

Further Details of the New Share Option Scheme

A summary of the principal terms of the New Share Option Scheme which is proposed to be approved and adopted by the Company at the Annual General Meeting is set out in Appendix III to this circular on pages 18 to 28.

A copy of the rules of the New Share Option Scheme is available for inspection at the Company’s principal place of business in Hong Kong at Suite 4602A, Cheung Kong Centre, 2 Queens Road Central, Hong Kong during normal business hours from the date hereof up to and including the date of the Annual General Meeting.

In accordance with the requirements of the Listing Rules, the Company will publish an announcement on the outcome of the Annual General Meeting in respect of the resolution relating to the adoption of the New Share Option Scheme on the websites of the Hong Kong Stock Exchange and the Company.

— 7 —

LETTER FROM THE BOARD

Application for listing

Application will be made to the Listing Committee of the Hong Kong Stock Exchange for the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the Options granted under the New Share Option Scheme.

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. Wang Changqing, the Nonexecutive 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.

Pursuant to Articles 14.2 and 14.18 of the Articles of Association, Mr. Wang Changqing shall hold office only until the Annual General Meeting and shall be eligible for re-election and Mr. Liu Qingchun, Mr. Lu Chuan, Mr. James Downing and Mr. George Jay Hambro shall retire from office 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 2013 is enclosed for your review.

The notice convening the Annual General Meeting proposed to be held on Friday, 6 June 2014 at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong is set out on pages 29 to 34 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 special resolutions of members proposed to approve the Change of Company Name and the proposed amendments to amend the Memorandum and Articles of Association and the resolutions of members proposed to approve the Issue Mandate, the Repurchase Mandate, the RSU Annual Mandate and the adoption of New Share Option 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 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.

— 8 —

LETTER FROM THE BOARD

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.

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 New Share Option Scheme.

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, confirm 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 Change of Company Name, the amendments to the Memorandum and Articles of Association, the Issue Mandate, the Repurchase Mandate, the RSU Annual Mandate, the adoption New Share Option 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 Directors 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 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 value of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit 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 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 2013 in the event that the Repurchase Mandate is exercised in full.

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EXPLANATORY STATEMENT

APPENDIX I

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 defined in the Listing Rules) has notified 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.

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 1,852,484,109 Shares, representing approximately 49.10% 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 54.55%. 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.

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EXPLANATORY STATEMENT

APPENDIX I

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 2013	0.9000	0.7000
May 2013	0.7700	0.5900
June 2013	0.6200	0.4200
July 2013	0.4900	0.4000
August 2013	0.6500	0.4250
September 2013	0.7100	0.5700
October 2013	0.6900	0.5700
November 2013	0.6000	0.4950
December 2013	0.5800	0.4450
January 2014	0.5000	0.4000
February 2014	0.4400	0.3950
March 2014	0.4200	0.3500
April 2014 (up to the Latest Practicable Date)	0.4300	0.3050

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.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

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

EXECUTIVE DIRECTORS

Mr. Wang Changqing ( 汪常青 ) , aged 53, is the President and CEO of Grande Cache Coal LP (“GCC”), a material subsidiary of the Group, a post he has held since January 2013. He is also appointed as the Executive Vice President of the Group with effect from 30 December 2013. Prior to joining the Company, Mr. Wang was with Suncor Energy Inc. (the largest oil and gas company in Canada) as the Director of Engineering of the Major Projects Division, as a result of the merger with Petro-Canada Inc. in 2009. Before joining Petro-Canada Inc. in 2006, Mr. Wang served for over 8 years in various positions including engineering/project manager, chief engineer and manger of the civil/structural/architectural Department at Bantrel Corporation, a subsidiary of Bechtel Corporation.

Mr. Wang graduated from the Southwest Jiaotong University, China, with a Bachelor’s Degree in Railway Engineering in 1982. He later obtained his Ph.D. in Civil Engineering from the University of Calgary, Canada, in 1994. Mr. Wang is currently a registered professional engineer in Canada, and is a technical committee member of Canadian Standards on concrete materials, testing, construction and structure design. He is also a board director of the Coal Association of Canada.

As at the Latest Practicable Date, Mr. Wang does not have any interest in shares or underlying shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The Company has entered into a letter of appointment with Mr. Wang for an initial term commencing from 30 December 2013 until the date of the Annual General Meeting and he will be subject to reelection at that meeting in accordance with the articles of association of the Company. Mr. Wang is entitled to receive a director fee and compensation as the Executive Vice President of the Group of Canadian Dollars 200,000 per annum under his service contract with the Company, in addition to his salary of Canadian Dollars 350,000 per annum as the President and CEO of GCC under his employment contract with GCC. Mr. Wang is also entitled to receive discretionary bonuses or other benefits 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, 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 prior to the date of his appointment and does not hold any other position with the Company or its subsidiaries. As at the Latest Practicable Date, other than his being the President and CEO of GCC, Mr. Wang does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

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.

NON-EXECUTIVE DIRECTORS

Liu Qingchun ( 劉青春 ) , aged 48, 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 Corporation since 1997. Mr. Liu currently acts as a director of the Raw Materials and Steel Business Centre of China Minmetals Corporation, a director and the Deputy General Manager of China Minmetals H.K. (Holding) Limited, the Managing Director of Minmetals Cheerglory Limited and a director of Beijing Newglory International Ltd. Mr. Liu is also a director of Coppermine, one of our Pre-IPO Investors and a non-executive Director of Hong Kong quoted IRC Limited. 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 from 6 September 2013 to 5 September 2016. The appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association. As a non-executive director, Mr. Liu is not entitled to any director’s emoluments.

Save as disclosed above, (i) Mr. Liu 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.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Lu Chuan ( 呂川 ) , aged 44, was appointed as a non-executive Director on 18 June 2010. He has extensive experience in business administration, finance and investment. He previously worked in Nonfemet Finance Shenzhen Corporation Ltd. for severed and is currently working in Silver Grant, one of our Pre-IPO Investors and a company listed on the Hong Kong Stock Exchange (Stock Code: 171), as Assistant General Manager and is mainly responsible for its operations relating to financial 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 Hong Kong Stock Exchange from September 2008 to March 2009.

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 from 6 September 2013 to 5 September 2016. The appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association. As a non-executive director, Mr. Lu is not entitled to any director’s emoluments.

Save as disclosed above, (i) Mr. Lu 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.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

INDEPENDENT NON-EXECUTIVE DIRECTORS

James Bedford Downing III (also known as James Downing) , aged 60, joined our Group as an independent non-executive Director on 18 June 2010 and is the chairman of Nomination and Corporate Governance Committee and member of Audit Committee and Remuneration Committee. Mr. Downing is currently a Senior Advisor to Lansdowne Capital Limited, a London-based independent corporate finance advisory and private investment firm with a focus on basic industries, building materials and distribution sectors. He is also currently the Non-Executive Chairman of Nuada Medical Group Ltd, a UK-based private sector medical services company. From 2001 to 2003, Mr. Downing acted as the Deputy Head of JPMorgan Chase & Co.’s European Investment Banking group and prior to the merger of J.P. Morgan & Co. with Chase Manhattan Bank in 2000 he was Head of European Global Mergers & Acquisitions at Chase Manhattan. From 1994 to 1997, Mr. Downing was Managing Director and Head of the European Strategic Advisory Group of Lehman Brothers. From 1989 to 1994, Mr. Downing was a Managing Director at Wasserstein Perella, a corporate finance advisory firm specialising in merger and acquisition advisory work. In 1982, Mr. Downing joined the New York Office of First Boston Corporation in its investment banking division and transferred to the London Office of First Boston in 1987 as a Vice President where he worked until 1989. From 1976 to 1980, Mr. Downing worked at the New York Office of Manufacturers Hanover Trust Company (which subsequently became part of JPMorgan Chase & Co.). In addition to his banking and finance experience, Mr. Downing is the founder and Chairman of London Youth Rowing, a London-based sports initiative involving thousands of young people in schools and youth clubs in inner city areas of high economic and social deprivation.

Mr. Downing obtained a Master of Business Administration degree from the Yale School of Management of Yale University in 1982 and a Bachelor of Science degree from Rensselaer Polytechnic Institute in 1976.

As at the Latest Practicable Date, save for his interest in 329,000 Shares, Mr. Downing 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 18 June 2013 entered into between the Company and Mr. Downing for a term commencing from 18 June 2013 to 31 May 2016. The appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association. As an independent nonexecutive director, Mr. Downing is entitled to a director’s fee of US$200,000 per annum payable under the letter of appointment. The emoluments of Mr. Downing are determined with reference to his performance and contribution to the Group and the prevailing market condition.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Save as disclosed above, (i) Mr. Downing 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.

George Jay Hambro , aged 39, was appointed as an independent non-executive Director of our Company on 20 August 2010 and is a member of the Audit Committee and the Health and Safety and Environmental (HSE) Committee. He began his career as a metals and mining project financier at NM Rothschild & Sons and then as a Manager of the mining investment banking team at HSBC. In 2002 he joined what is now Petropavlovsk plc and was subsequently appointed CEO of Aricom plc. Following the acquisition of Aricom by Petropavlovsk in 2009, he became the CIO there, a role he relinquished in 2010 to become Executive Chairman of IRC Ltd (HK: 1029). Mr Hambro is a Fellow of the Institute of Materials, Minerals and Mining and holds a Bachelor of Arts in Business Management from Newcastle University.

As at the Latest Practicable Date, save for his interest in 573,000 Shares, Mr. Hambro 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. Hambro for a term commencing from 20 August 2013 to 31 May 2016. The appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association. As an independent nonexecutive director, Mr. Hambro is entitled to a director’s fee of US$200,000 per annum payable under the letter of appointment. The emoluments of Mr. Hambro are determined with reference to his performance and contribution to the Group and the prevailing market condition.

Save as disclosed above, (i) Mr. Hambro 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.

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

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

1. PURPOSE

The purpose of the New Share Option Scheme is to reward Participants who have contributed to the Group and to encourage Participants to work towards enhancing the value of the Company and its Shares for the benefit of the Company and its Shareholders as a whole.

2. WHO MAY JOIN

To determine the eligibility of the Participant, the Board may offer to grant an Option to any Participant who has, at the Board’s sole discretion, has contributed or will contribute to the Group to subscribe for such number of Shares at the Subscription Price calculated according to paragraph 5 below, subject always to any limits and restrictions specified in the Rules.

3. PAYMENT ON ACCEPTANCE OF OPTION OFFER

A Participant shall pay the Company HK$1.00 for the grant of an Option on acceptance of an Option offer within 28 days from the Date of Grant.

4. TERMS OF OPTIONS

On and subject to the terms of the New Share Option Scheme and the Listing Rules, the Board shall be entitled at any time within 5 years after the Adoption Date to make an Offer to any Participant as the Board may in its absolute discretion select to take up an Option pursuant to which such Participant may, during the Option Period, subscribe for such number of Shares as the Board may determine at the Subscription Price.

Options granted under the New Share Option Scheme are subject to such terms and conditions as may be determined by the Board at its absolute discretion and specified in the offer of an Option, which terms and conditions may include:

(A) the minimum period for which an Option must be held before it can be exercised; and/or
(B) a performance target that must be reached before the Option can be exercised in whole or in part; and
(C) any other terms, all of which may be imposed (or not imposed) either on a case-by-case basis or generally.

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

These provisions will give the Board flexibility to impose conditions suitable for fulfilling the various purposes of the New Share Option Scheme. Apart from this general discretion of the Board and subject to paragraph 8.3, the Rules do not contain specific provisions on the minimum period during which an Option must be held before exercise or on performance targets applicable to Options.

Under the New Share Option Scheme, the Directors have discretion, subject to paragraph 8.3, to set a minimum period for which an option has to be held before the exercise of the subscription rights attaching thereto. This discretion allows the Directors to provide incentive to eligible Participants to remain as eligible Participants and thereby enable the Group to continue to benefit from the services and contributions of the eligible Participants. This discretion, coupled with the power of the Directors to impose any performance target or other restrictions as they consider appropriate before the Option can be exercised, enable the Group to provide incentives to the Participants to use their best endeavours in assisting the growth and development of the Group. The Directors are of the view that the flexibility given to the Directors in granting Options to the Participants and to impose minimum period for which the Options can be exercised, will place the Group in a better position to attract human resources that are valuable to the growth and development of the Group as a whole.

5. SUBSCRIPTION PRICE

The Subscription Price shall be determined by the Board in its absolute discretion but in any event shall not be less than the higher of:-

(A) the closing price of the Shares as stated in the daily quotations sheets issued by the Hong Kong Stock Exchange on the Date of Grant which must be a Business Day; and
(B) the average closing price of the Shares as stated in the daily quotations sheets issued by the Hong Kong Stock Exchange for the five Business Days immediately preceding the Date of Grant.

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

6. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

6.1 The maximum number of Shares which may be issued upon exercise of all Options to be granted under the New Share Option Scheme and any other share option schemes of the Company, but excluding the Options already granted under the Pre-IPO Option Scheme, shall not, in the absence of Shareholders’ approval, in aggregate exceed 10 per cent. of the total number of Shares in issue on the Adoption Date (the “Scheme Mandate Limit”). Options lapsed in accordance with the terms of the New Share Option Scheme and (as the case may be) such other share option schemes of the Company will not be counted for the purpose of calculating the Scheme Mandate Limit.
6.2 The Scheme Mandate Limit referred to in paragraph 6.1 may be renewed at any time subject to prior Shareholders’ approval but in any event, the total number of Shares which may be issued upon exercise of all Options to be granted under the New Share Option Scheme and any other share option schemes of the Company under the limit as refreshed must not exceed 10 per cent. of the Shares in issue as at the date of the Shareholders’ approval of the renewed limit. Options previously granted under the New Share Option Scheme or any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with the terms of exercised options) will not be counted for the purpose of calculating the limit as renewed.
6.3 Notwithstanding the foregoing, the Company may grant Options beyond the Scheme Mandate Limit to Participants if:-
(a) separate Shareholders’ approval has been obtained for granting Options beyond the Scheme Mandate limit to Participants specifically identified by the Company before such Shareholders’ approval is sought; and
(b) the Company, in connection with the seeking of such separate Shareholders’ approval, has first sent a circular to Shareholders containing such information as may be required by the Listing Rules then prevailing to be included in such circular.
6.4 Subject to paragraph 6.5, the maximum number of Shares issued and to be issued upon exercise of the Options granted to each Grantee under the New Share Option Scheme (including both exercised and outstanding Options) in any 12-month period shall not (when aggregated with any Shares subject to options granted during such period under any other share option scheme(s) of the Company other than those options granted pursuant to specific approval by the Shareholders in a general meeting) exceed 1 per cent. of the Shares in issue for the time being.

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

6.5 Where any further grant of Options to a Participant would result in the Shares issued and to be issued upon exercise of all Options granted and to be granted to such person (including exercised, cancelled and outstanding Options) in the 12-month period up to and including the date of such further grant representing in aggregate over 1% of the Shares in issue, such further grant must be separately approved by Shareholders in general meeting with such Participant and his associates abstaining from voting. The Company must send a circular to the Shareholders disclosing the identity of the Participant in question, the number and terms of the Options to be granted (and Options previously granted to such Participant) and such other information required under the Listing Rules.
6.6 At any time, the maximum number of Shares which may be issued upon exercise of all Options which then has been granted and have yet to be exercised under the New Share Option Scheme and any other share option schemes of the Company (including the PreIPO Option Scheme) shall not in aggregate exceed 30 per cent. of the Shares in issue from time to time.

7. RESTRICTIONS ON GRANT OF OPTIONS TO DIRECTORS, CHIEF EXECUTIVES OR SUBSTANTIAL SHAREHOLDERS ETC.

Any grant of Options to any Director, chief executive or substantial shareholder (as such term as defined in the Listing Rules) of the Company, or any of their respective associates under the New Share Option Scheme or any other share option schemes of the Company or any of its Subsidiaries shall be subject to the prior approval of the independent non-executive Directors of the Company (excluding independent non-executive Directors who are the proposed Grantees of the Options in question). Where any grant of Options to a substantial shareholder or an independent non-executive Director of the Company, or any of their respective associates, would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled or outstanding) to such person in the 12 month period up to and including the date of such grant:-

(A) representing in aggregate over 0.1 per cent. of the Shares in issue on the date of such grant; and
(B) having an aggregate value, based on the closing price of the Shares as stated in the daily quotations sheets issued by the Hong Kong Stock Exchange on the Date of Grant, in excess of HK$5 million,

such further grant of Options shall be subject to prior approval by resolution of the Shareholders (voting by way of poll). The Company shall send a circular to the Shareholders in accordance with the Listing Rules and all connected persons of the Company shall abstain from voting in favour of the resolution at such general meeting of the Shareholders.

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

8. EXERCISE OF OPTIONS

8.1 An Option shall be personal to the Grantee and shall not be assignable or transferable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to any Option. Any breach of the foregoing by the Grantee shall entitle the Company to cancel any outstanding Option or any part thereof granted to such Grantee to the extent not already exercised without incurring any liability on the part of the Company.
8.2 An Option may, subject to the provisions of paragraph 10, be exercised in whole or in part (but if in part only, in respect of a board lot in which the Shares are traded on the Hong Kong Stock Exchange from time to time or an integral multiple thereof) in the manner set out in paragraph 8.3 by the Grantee (or, as the case may be, his legal personal representative(s)) by giving notice in writing to the Company stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised. Each such notice must be accompanied by a remittance for the full amount of the Subscription Price multiplied by the number of Shares in respect of which the notice is given. Within 10 Business Days after receipt of the notice and the remittance of the full amount of the relevant aggregate Subscription Price and, where appropriate, receipt of the Auditors’ certificate or the certificate from the independent financial adviser to the Company pursuant to paragraph 9, the Company shall accordingly allot and issue the relevant number of Shares to the Grantee (or, as the case may be, his legal personal representative(s)) credited as fully paid and issue to the Grantee (or, as the case may be, his legal personal representative(s)) share certificates in respect of the Shares so allotted.
8.3 Subject to any restrictions applicable under the Listing Rules and notwithstanding the terms of grant thereof, Options granted to a Grantee under this scheme will vest every six months over a period of four years commencing from the earlier of the 1st day of April or 1st day of October next following the relevant Date of Grant (“ Initial Vesting Date ”) in equal portions (12.5% each, rounded up to the nearest whole Option) and on the 1st day of April and October of each year (each a “ Vesting Date ”) after the Initial Vesting Date. Vesting of Options pursuant to this paragraph 8.3 is subject to the Grantee completing a satisfactory Performance Appraisal for each 6-month period ending immediately before the Initial Vesting date or the Vesting Date, as applicable; provided that any Options which should have vested on the Initial Vesting Date or a Vesting Date but for the failure to complete satisfactorily (in whole or in part) the relevant Performance Appraisal, shall accumulate and will vest on the Vesting Date immediately following the first Performance Appraisal to be satisfactorily completed thereafter.

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

8.4 Options vested may be exercised at any time during the Option Period, provided that:–
(a) in the event of the Grantee ceasing to be a Participant by reason of his death before exercising his Option in full and none of the events which would be a ground for termination of his employment as specified in paragraph 9(f) having arisen, his legal personal representative(s) may exercise the Option up to the Grantee’s entitlement as at the date of death (to the extent not already exercised) within the period of 12 months following his death provided that where any of the events set out in paragraph 8.4(d), (e), (f) and (g) occurs prior to his death or within such period of 6 months following his death, then his personal representative(s) may so exercise the Option only within such of the various periods respectively set out in such paragraphs provided further that if within a period of 3 years prior to the Grantee’s death, the Grantee had committed any of the acts specified in paragraph 9(f) which would have entitled the Company to terminate his employment prior to his death, the Board may at any time forthwith terminate the Option (to the extent not already exercised) by written notice to the Grantee’s legal personal representative(s) and/or to the extent the Option has been exercised in whole or in part by his legal personal representative(s); and to the extent the Grantee has exercised the Option in whole or in part pursuant to paragraph 8.2, but Shares have not been allotted, he shall be deemed not to have so exercised such Option and the Company shall return to him the amount of the Subscription Price for the Shares received by the Company in respect of the purported exercise of such Option;

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

(b) in the event of a Grantee who is an employee or a Director of the Company or another member of the Group ceasing to be a Participant for any reason other than his death or the termination of his employment or directorship on one or more of the grounds specified in paragraph 9(f), the Option (to the extent not already exercised) shall lapse on the date of cessation or termination of such employment (which date shall be the Grantee’s last actual working day with the Company or the relevant Subsidiary whether salary is paid in lieu of notice or not) and shall on that day cease to be exercisable unless he continues to serve the Group in some other capacity (for example, consultant), in which case the Board is authorised to determine the period within which the Option shall be exercisable and, if appropriate, determine that the Option shall not lapse on the date of cessation of his employment but on the date the Board determines is the end of the consultancy or otherwise;
(c) in the event of the Grantee ceasing to be a Participant by reason of the termination of his employment or directorship on one or more of the grounds specified in paragraph 9(f), his Option shall lapse automatically (to the extent not already exercised) and shall not be exercisable on or after the date of termination of his employment and to the extent the Grantee has exercised the Option in whole or in part pursuant to paragraph 8.2, but Shares have not been allotted to him, the Grantee shall be deemed not to have so exercised such Option and the Company shall return to the Grantee the amount of the Subscription Price for the Shares received by the Company in respect of the purported exercise of such Option;
(d) in the event a general offer by way of takeover or otherwise (other than by way of scheme of arrangement pursuant to paragraph (e) below) is made to all the Shareholders (or all such Shareholders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional prior to the expiry date of the relevant Option, the Company shall forthwith notify all Grantees and any Grantee (or his legal personal representative) shall be entitled to exercise the Option in full (to the extent not already exercised) or to the extent as notified by the Company at any time within such period as shall be notified by the Company;
(e) in the event a general offer for Shares by way of scheme of arrangement is made to all the Shareholders and has been approved by the necessary number of Shareholders at the requisite meetings, the Company shall forthwith notify all Grantees and any Grantee (or his legal personal representative) may at any time thereafter (but before such time as shall be notified by the Company) exercise the Option to its full extent or to the extent notified by the Company;

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

(f) in the event a notice is given by the Company to its Shareholders to convene a Shareholders’ meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall forthwith give notice thereof to all Grantees and any Grantee (or his legal personal representative) may at any time thereafter (but before such time as shall be notified by the Company) exercise the Option to its full extent or to the extent notified by the Company, and the Company shall as soon as possible and in any event no later than three days prior to the date of the proposed Shareholders’ meeting, allot, issue and register in the name of the Grantee such number of Shares to the Grantee which fall to be issued on such exercise; and
(g) in the event of a compromise or arrangement, other than a scheme of arrangement contemplated in paragraph 8.4(e) above, between the Company and its members or creditors is proposed in connection with a scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to all Grantees on the same date as it gives notice of the meeting to its members or creditors to consider such compromise or arrangement and the Grantee (or his legal personal representative) may at any time thereafter but before such time as shall be notified by the Company exercise the Option either to its full extent or to the extent notified by the Company, and the Company shall as soon as possible and in any event no later than three days prior to the date of the proposed Shareholders’ meeting, allot, issue and register in the name of the Grantee such number of Shares which fall to be issued on such exercise.
8.5 The Shares to be allotted upon the exercise of an Option shall be subject to all the provisions of the memorandum and articles of association of the Company for the time being in force and shall rank pari passu in all respects with the existing fully paid Shares in issue on the date on which those Shares are allotted on exercise of the Option and accordingly shall entitle the holders to participate in all dividends or other distributions paid or made after the date on which Shares are allotted other than any dividends or distributions previously declared or recommended or resolved to be paid or made if the record date thereof shall be on or before the date on which the Shares are allotted.
8.6 Any Options granted but not exercised may be cancelled if the Participant so agrees and new Options may be granted to the Grantee provided that such new Options fall within the limits prescribed by paragraph 6, excluding the cancelled Options, and are otherwise granted in accordance with the terms of the New Share Option Scheme.

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

9. LAPSE OF OPTION

An Option shall lapse automatically and not be exercisable (to the extent not already exercised) on the earliest of:-

(a) the expiry of the Option Period (subject to the provisions of the New Share Option Scheme);
(b) the expiry of the periods referred to in paragraph 8.4;
(c) the expiry of the period referred to in paragraph 8.4(d) subject to any court of competent jurisdiction making an order to prohibit the offeror from acquiring the remaining Shares in the Offer, the relevant period within which Options may be exercised shall not begin to run until the discharge of the order in question or unless the Offer lapses or is withdrawn before that date;
(d) subject to the scheme of arrangement (referred to in paragraph 8.4(e)) becoming effective, the expiry of the period for exercising the Option as referred to in paragraph 8.4(e);
(e) the date of the commencement of the winding-up of the Company;
(f) the date on which the Grantee (if an employee or Director of the Company or another member of the Group) ceases to be a Participant by reason of the termination of his employment or directorship on the grounds that he has been guilty of serious misconduct, or appears either to be unable to pay or to have no reasonable prospect of being able to pay his debts or has committed any act of bankruptcy or has become insolvent or has made any arrangements or compromise with his creditors generally, or has been convicted of any criminal offence involving his integrity or honesty or on any other grounds on which an employer would be entitled to terminate his employment summarily. A resolution of the Board or the board of directors of the relevant Subsidiary to the effect that the employment of a Grantee has or has not been terminated on one or more of the grounds specified in this paragraph 9(f) shall be conclusive and binding on the Grantee, and where appropriate, his legal representative(s);
(g) the date on which the Grantee commits a breach of paragraph 8.1; and
(h) subject to paragraph 8.4(b), the date the Grantee ceases to be a Participant for any other reason.

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

10 REORGANISATION OF CAPITAL STRUCTURE

10.1 In the event of an alteration in the capital structure of the Company whilst any Option remains exercisable by way of capitalisation of profits or reserves, bonus issue, rights issue, open offer, subdivision or consolidation of shares of the Company in accordance with legal requirements and requirements of the Hong Kong Stock Exchange (other than any alteration in the capital structure of the Company as a result of an issue of Shares as consideration in a transaction to which the Company is a party), such corresponding adjustments (if any) shall be made to:-
(i) the number of Shares subject to the Option so far as unexercised; or
(ii) the Subscription Price;

or any combination thereof, provided that:-

(a) any such adjustments give a Grantee the same proportion of the equity capital of the Company as that to which that Grantee was previously entitled; and
(b) notwithstanding paragraph 10.1(a) above, any adjustments as a result of an issue of securities with a price-dilutive element, such as a rights issue, open offer or capitalisation issue, should be based on a scrip factor similar to the one used in accounting standards in adjusting the earnings per share figures (referred to in Hong Kong Accounting Standards 33) and the acceptable adjustments set out in the supplementary guidance on Rule 17.03(13) of the Listing Rules issued by the Stock Exchange on 5 September 2005 and any future guidance/ interpretation of the Listing Rules issued by the Hong Kong Stock Exchange from time to time.
10.2 The Company shall engage the Auditors or an independent financial advisor to certify in writing, either generally or as regards any particular Grantee, that the adjustments made by the Company under paragraph 10.1 satisfy the requirements set out in paragraphs 10.1(a) and 10.1(b) above. The capacity of the Auditors or independent financial advisor (as the case may be) in this paragraph is that of experts and not of arbitrators and their certification shall, in the absence of manifest error, be final and binding on the Company and the Grantees. The costs of the Auditors or independent financial advisor (as the case may be) shall be borne by the Company.

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

11 SHARE CAPITAL

11.1 The exercise of any Option shall be subject to the Shareholders in general meeting approving any necessary increase in the maximum number of authorised shares of the Company. Subject thereto the Board shall make available sufficient authorised but unissued shares of the Company to meet subsisting requirements on the exercise of Options.
11.2 The Options do not carry any right to vote in general meeting of the Company, or any right, dividend, transfer or any other rights, including those arising on the liquidation of the Company.

12. ALTERATION OF THE SHARE OPTION SCHEME

Those specific provisions of the New Share Option Scheme which relate to the matters set out in Rule 17.03 of the Listing Rules cannot be altered to the advantage of Participants, and changes to the authority of the Board in relation to any alteration of the terms of the New Share Option Scheme shall not be made, in either case, without the prior approval of Shareholders in general meeting. Any alterations to the terms and conditions of the New Share Option Scheme which are of a material nature, or any change to the terms of Options granted, must also, to be effective, be approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme. The Scheme so altered must comply with Chapter 17 of the Listing Rules.

13. CANCELLATION

Any Options granted but not exercised may be cancelled if the Participant so agrees.

14. TERMINATION

The Company by ordinary resolution in general meeting or the Board may at any time terminate the New Share Option Scheme and in such event no further Options may be granted but in all other respects the provisions of the New Share Option Scheme shall remain in full force and effect in respect of Options which are granted during the life of the New Share Option Scheme and which remain unexpired immediately prior to the termination of the operation of the New Share Option Scheme.

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NOTICE OF ANNUAL GENERAL MEETING

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

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 1733)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of shareholders of Winsway Coking Coal Holdings Limited (the “Company”) will be held at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 6 June 2014 at 2 p.m. for the following purposes:

RESOLUTIONS OF MEMBERS

To receive and consider the audited consolidated financial statements and the Directors’ Report and the Independent Auditor’s Report for the year ended 31 December 2013.
To re-elect Directors and to authorise the Board of Directors to fix the remuneration of the Directors.
To re-appoint Auditor and to authorise the Board of Directors to fix the Auditor’s remuneration.
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;

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NOTICE OF ANNUAL GENERAL MEETING

(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 defined 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 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.

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NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of shares on the register of members of the Company on a fixed 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 defined below) of all the powers of the Company to repurchase shares of the Company on such terms as the Directors shall see fit, 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
(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 defined 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;

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NOTICE OF ANNUAL GENERAL MEETING

(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.”
(E) “ THAT subject to and conditional upon The Listing Committee of The Stock Exchange of Hong Kong Limited granting the approval of the listing of, and permission to deal in, the ordinary shares of the Company which may fall to be issued upon the exercise of the options to be granted under the new share option scheme of the Company (the “New Share Option Scheme”), the rules of which are contained in the document marked “A” produced to the meeting and signed by the Chairman of the meeting for the purpose of identification, the New Share Option Scheme be and is hereby approved and adopted and the Directors of the Company be and are hereby authorised to grant options and to allot, issue and deal with the shares of the Company (representing no more than 10% of the total issued shares of the Company as at the date of the approval of the New Share Option Scheme) which fall to be issued pursuant to the exercise of any option granted under the New Share Option Scheme and to take all such steps as may be necessary or expedient in order to give full effect to the New Share Option Scheme.”

SPECIAL RESOLUTIONS OF MEMBERS

As special business to consider and, if thought appropriate, pass with or without amendments, the following resolutions as special resolutions:
(A) “ THAT subject to and conditional upon the approval of The Registry of Corporate Affairs in the British Virgin Islands, the name of the Company be changed from “Winsway Coking Coal Holdings Limited 永暉焦煤股份有限公司 ” to “Winsway Enterprises Holdings Limited 永暉實業控股股份有限公司 ”, and that the directors and/or the company secretary of the Company be and are hereby authorized to take such actions and to sign and execute such documents as they may consider necessary or expedient to give effect to the foregoing and to attend any necessary registration and/or filing for and on behalf of the Company.”

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NOTICE OF ANNUAL GENERAL MEETING

(B) “ THAT conditional upon Resolutions 5(A) in the notice of this meeting of which this special resolution forms a part being passed, the existing memorandum of association (“Memorandum of Association”) and articles of association (“Articles of Association”) of the Company be amended in the following manner:

(a) Memorandum of Association

by deleting the name “Winsway Coking Coal Holdings Limited 永暉焦煤股份有限公司 ” on the cover page, on the heading of page 1 of the Memorandum, in Clause 1.1 of the Memorandum and in the definition of “Company” in Clause 10.1 of the Memorandum and substituting therefor “Winsway Enterprises Holdings Limited 永暉實業控股股份有限公司 ”.

(b) Articles of Association

by deleting the name “Winsway Coking Coal Holdings Limited 永暉焦煤股份有限公司 ” on the cover page of the Articles of Association and on the heading of page 2 of the Articles of Association and substituting therefor “Winsway Enterprises Holdings Limited 永暉實業控股股份有限公司 ”.”

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

Hong Kong, 30 April 2014

Principal place of business in Hong Kong:

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

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

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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 certified copy thereof, must be deposited at the Company’s Hong Kong share registrar, Computershare Hong Kong Investor 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 4 June 2014 to 6 June 2014, 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 certificates 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 3 June 2014.
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 2014.
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. Wang Changqing, 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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AI assistant

E-Commodities Holdings Limited — AGM Information 2014

50127_rns_2014-04-29_1c752f8c-4e89-4bae-bc05-ec485219933d.pdf

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

(1) PROPOSED CHANGE OF COMPANY NAME

(3) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

(5) ADOPTION OF NEW SHARE OPTION SCHEME

(6) RE-ELECTION OF RETIRING DIRECTORS

AND

(7) NOTICE OF ANNUAL GENERAL MEETING

“Listing Rules”

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

(Stock Code: 1733)

(1) PROPOSED CHANGE OF COMPANY NAME (2) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

(7) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

PROPOSED CHANGE OF COMPANY NAME

Reasons for the Change of Company Name

Conditions of the Change of Company Name

Effects on the Change of Company Name

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Proposed Amendments to the Memorandum of Association

Proposed Amendments to the Articles of Association

ISSUE MANDATES

REPURCHASE SHARES

RSU ANNUAL MANDATE

ADOPTION OF NEW SHARE OPTION SCHEME

Pre-IPO Option Scheme

Existing RSU Scheme

Proposed Adoption of New Share Option Scheme

Further Details of the New Share Option Scheme

Application for listing

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. REASON FOR REPURCHASE

3. FUNDING OF REPURCHASE

4. GENERAL

5. SHARE PRICES

6. SHARE REPURCHASES MADE BY THE COMPANY

EXECUTIVE DIRECTORS

NON-EXECUTIVE DIRECTORS

INDEPENDENT NON-EXECUTIVE DIRECTORS

1. PURPOSE

2. WHO MAY JOIN

3. PAYMENT ON ACCEPTANCE OF OPTION OFFER

4. TERMS OF OPTIONS

5. SUBSCRIPTION PRICE

6. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

7. RESTRICTIONS ON GRANT OF OPTIONS TO DIRECTORS, CHIEF EXECUTIVES OR SUBSTANTIAL SHAREHOLDERS ETC.

8. EXERCISE OF OPTIONS

9. LAPSE OF OPTION

10 REORGANISATION OF CAPITAL STRUCTURE

11 SHARE CAPITAL

12. ALTERATION OF THE SHARE OPTION SCHEME

13. CANCELLATION

14. TERMINATION

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

NOTICE OF ANNUAL GENERAL MEETING

RESOLUTIONS OF MEMBERS

NOTICE OF ANNUAL GENERAL MEETING

(B) “ THAT :

(D) “ THAT

SPECIAL RESOLUTIONS OF MEMBERS

(a) Memorandum of Association

(b) Articles of Association

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E-Commodities Holdings Limited AGM Information 2014