E-Commodities Holdings Limited — AGM Information 2015

Apr 2, 2015

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 Enterprises 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 ENTERPRISES HOLDINGS LIMITED 永暉實業控股股份有限公司

(formerly known as “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) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

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

(3) RE-ELECTION OF RETIRING DIRECTORS

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A letter from the board of directors of the Company is set out on pages 3 to 6 of this circular. A notice convening an annual general meeting of the Company to be held at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong, on Thursday, 18 June 2015 at 2:00 p.m. is set out on pages N-1 to N-4 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting of the Company or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the annual general meeting of the Company or any adjournment of it should you so wish.

2 April 2015

CONTENTS

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

— i —

DEFINITION

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

“Annual General Meeting” the annual general meeting of the Company to be held at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong, on Thursday, 18 June 2015 at 2:00 p.m., notice of which is set on pages N-1 to N-4 of this circular “Articles of Association” the articles of association of the Company as amended or “Articles” from “Articles” time to time “Board” the board of Directors “Company” Winsway Enterprises Holdings Limited, a company incorporated under the laws of the British Virgin Islands with limited liability on 17 September 2007 “Directors” the directors of the Company “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” Hong Kong Special Administrative Region of the PRC “Issue Mandates” the general and unconditional mandates proposed under Resolutions 4(A) and 4(C) set out in the Notice of Annual General Meeting to be granted to the Directors to exercise the powers of the Company to:

• (i) allot and issue Shares up to an aggregate number not exceeding 20% of the total number of issued Shares of the Company on the date of the passing of the said resolutions; and

• (ii) to extend the mandate in (i) above by the total number of the Shares repurchased by the Company pursuant to the Repurchase Mandate

“Latest Practicable Date”

26 March 2015, 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

• “Notice of Annual General Meeting”

the notice of the Annual General Meeting set out on pages N-1 to N-4 of this circular

— 1 —

DEFINITION

“Repurchase Mandate” the general and unconditional mandate proposed under Resolution 4(B) set out in the Notice of Annual General Meeting to be granted to the Directors to exercise the powers of the Company to repurchase Shares up to an aggregate number not exceeding 10% of the total number of issued Shares on the date of the passing of the said resolution “Restricted Share Unit Scheme” the restricted share unit scheme approved and adopted by the or “RSU Scheme” Shareholders at the annual general meeting held on 11 June 2012 for the grant of RSU Award to eligible participant pursuant thereto “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 “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 “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 “Takeovers Code” the Hong Kong Code on Takeovers and Mergers “US$” United States dollar, the lawful currency of the United States of America “%” per cent

— 2 —

LETTER FROM THE BOARD

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WINSWAY ENTERPRISES HOLDINGS LIMITED 永暉實業控股股份有限公司

(formerly known as “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 Ma Li Andreas Werner 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 Virgins Islands

Principal Place of Business in Hong Kong Suites 2104–05 Hutchison House 10 Harcourt Road Hong Kong

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

2 April 2015

To the Shareholders

Dear Sir or Madam,

(1) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

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

(3) RE-ELECTION OF RETIRING DIRECTORS

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with relevant information regarding the proposed (i) grant of the Issue Mandates and the Repurchase Mandate; (ii) grant of the RSU Annual Mandate; (iii)

— 3 —

LETTER FROM THE BOARD

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.

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.

RSU ANNUAL MANDATE

In accordance with the rules of the Restricted Share Unit Scheme, an annual mandate is proposed under Resolution 4(D) set out in the Notice of Annual General Meeting to be granted to the Board (i) specifying the maximum number of new Shares that may underlie the RSUs granted pursuant to the Restricted Share Unit Scheme, and (ii) empowering the Board to allot, issue and deal with Shares underlying the RSUs granted pursuant to the Restricted Share Unit Scheme, during the period between the Annual General Meeting and the conclusion of the next annual general meeting of the Company or any earlier date as referred to in such resolution.

As at the Latest Practicable Date, the number of Shares in issue is 3,773,198,693 Shares. Subject to the passing of Resolution 4(D) approving the RSU Annual Mandate, and assuming that there is no change in the number of issued Shares between the Latest Practicable Date and the date of approval of the RSU Annual Mandate, the maximum number of new Shares which may be issued under RSU Awards during the period between the Annual General Meeting and the next annual general meeting of the Company (or any earlier date as aforesaid) pursuant to the RSU Annual Mandate will be 37,731,986 Shares, representing approximately 1% of the Shares in issue.

— 4 —

LETTER FROM THE BOARD

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).

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the Executive Directors of the Company are Mr. Wang Xingchun, Ms. Zhu Hongchan, Ms. Ma Li, Mr. Andreas Werner 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.

Pursuant to Articles 14.2 and 14.18 of the Articles of Association, Mr. Andreas Werner shall hold office only until the Annual General Meeting and shall be eligible for re-election and Ms. Ma Li, Mr. Daniel J. Miller, Mr. Ng Yuk Keung and Mr. Wang Wenfu 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 2014 is enclosed for your review.

The notice convening the Annual General Meeting proposed to be held on Thursday, 18 June 2015 at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong is set out on pages N-1 to N-4 of this circular. At the Annual General Meeting, resolutions will be proposed to the Shareholders in respect of ordinary business to be considered at the Annual General Meeting, including re-election of Directors, and the resolutions of members proposed to approve the Issue Mandates, the Repurchase Mandate and the RSU Annual Mandate.

ACTION TO BE TAKEN

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

VOTING BY WAY OF POLL

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

— 5 —

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

Shareholders whose names appear on the Company’s register of members on 18 June 2015 will be eligible to attend and vote at the Annual General Meeting. The transfer books and register of members will be closed from 16 June 2015 to 18 June 2015, both days inclusive, during which period no transfer of Shares will be effected. In order to determine the identity of Shareholders who are entitled to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant Share certificates must be lodged with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 15 June 2015.

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 Issue Mandates, the Repurchase Mandate, the RSU Annual Mandate, and the proposed re-election of retiring Directors are all in the best interests of the Company as well as its Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

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

— 6 —

EXPLANATORY STATEMENT

APPENDIX I

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

1. SHARE CAPITAL

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

2. REASON FOR REPURCHASE

The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from Shareholders to enable the Directors to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net 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 opinion of the Directors are from time to time appropriate for the Company. However, there might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2014 in the event that the Repurchase Mandate is exercised in full.

4. GENERAL

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

No connected person (as 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.

— I-1 —

EXPLANATORY STATEMENT

APPENDIX I

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

If, as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of repurchases of Shares. The Directors are aware that, as at the Latest Practicable Date, the single largest shareholder of the Company (the “ Largest Shareholder ”) held 1,852,484,109 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.

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 2014	0.430	0.305
May 2014	0.455	0.340
June 2014	0.455	0.365
July 2014	0.550	0.385
August 2014	0.520	0.390
September 2014	0.420	0.350
October 2014	0.390	0.330
November 2014	0.415	0.315
December 2014	0.355	0.245
January 2015	0.295	0.235
February 2015	0.255	0.211
March 2015 (up to the Latest Practicable Date)	0.255	0.222

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.

— I-2 —

APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

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. Andreas Werner , aged 57, has been an Executive Vice President of the Company since 7 July 2014 and appointed as an executive director and the chief executive officer designate of the Company on 26 August 2014. Mr. Werner was the chief executive officer of Raiffeisen Bank International Greater China before joining the Company. Prior to joining RB International, Mr. Werner was the import-export manager of China Teppichhouse, a trading firm based in Vienna from 1989 to 1992, manager of Austrian Chamber of Commerce for Austrian group exhibitions from 1992 to 1994, and joined Raiffeisen Zentralbank Austria AG (RZB) in 1994, where he became the chief representative of RZB Beijing Representative Office and the general manager of RB International Beijing Branch.

Mr. Werner obtained a master’s degree in law from the University of Vienna in 1992. Mr. Werner also studied Sinology at the University of Vienna in 1977.

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

The Company has entered into a service contract with Mr. Werner for a term of three years with effect from 26 August 2014. Mr. Werner will hold office until the date of the Annual General Meeting and he will be subject to re-election at that meeting in accordance with the Articles of Association. Mr. Werner is entitled to receive a director’s fee of HK$8,000,000 per annum.

Save as disclosed above, Mr. Werner 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, Mr. Werner does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company.

Save as disclosed above, as at the Latest Practicable Date, 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. Werner’s proposed re-election as an executive director of the Company.

Ms. Ma Li ( 馬麗 ), aged 45, an Executive Director of our Company. She was appointed as a Director of the Company on 1 April 2013 and was responsible for the treasury functions and internal administration of our Group. Ms. Ma joined the Group in 1998, where she was mainly responsible for internal administration and treasury functions. She then became an employee of our Group in 2007 upon our establishment. Ms. Ma previously worked at the rare earth research centre of Inner Mongolia Baotou Steel Rare-Earth (Group) Hi-Tech Co., Ltd as an assistant engineer from 1991 to 1995. She graduated from Baotou College of Iron & Steel with a bachelor’s degree in Metallurgy in 1991. Ms. Ma also obtained a Master of Engineering degree in 1998 and a Master of Business Administration degree in 2006 from the University of Science and Technology Beijing.

— II-1 —

APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, save for her interest in 21,276,000 Shares, Ms. Ma does not have any interest in shares or underlying shares in the Company within the meaning of Part XV of the SFO.

The Company has entered into a service contract with Ms. Ma for a term of three years commencing on 28 June 2013. Ms. Ma is entitled to receive a director’s fee of RMB3,300,000 per annum.

Save as disclosed above, Ms. Ma has not held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years 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, Ms. Ma does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company.

Save as disclosed above, as at the Latest Practicable Date, there is no information that needs to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter that needs to be brought to the attention to the Shareholders in respect of Ms. Ma’s proposed re-election as an executive director of the Company.

NON-EXECUTIVE DIRECTORS

Mr. Daniel J. Miller , aged 50, was re-appointed as a non-executive Director on 16 January 2013. Mr. Miller has more than 15 years of experience in the banking and finance industry specializing in mining and metals. He has extensive experience in mergers and acquisitions and financing transactions involving mining clients. Mr. Miller is currently the Vice President of Peabody COALTRADE Asia Private Ltd., the Singapore trading office of Peabody. Previously he was a Managing Director in Standard Chartered Bank’s Strategic Client Coverage Group, Mining and Metals, Singapore. From 1996 to 2006, Mr. Miller was a Director in Citigroup’s Metals & Mining Group, New York. From 1994 to 1996, Mr. Miller worked as a financial analyst at the Equity Research Department of Goldman Sachs & Co., New York, covering metals and mining companies. Mr. Miller graduated from Princeton University, the United States, with a Bachelor’s Degree in Germanic Languages and Literatures in 1988, and from Stanford University, the United States, with a Master’s Degree in German Studies in 1994.

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

There is a letter of appointment entered into between the Company and Mr. Miller for a term of three years commencing from 28 June 2013. Mr. Miller is not entitled to any director’s fee.

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

Save as disclosed above, as at the Latest Practicable Date, there is no information that needs to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter that needs to be brought to the attention to the Shareholders in respect of Mr. Miller’s proposed re-election as a non-executive director of the Company.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Ng Yuk Keung (吳育強) , aged 50, was re-appointed as an independent non-executive Director on 11 October 2013. Mr. Ng is currently an executive director and the chief financial officer of Kingsoft Corporation Limited (Stock Code: 03888), a company listed on the Hong Kong Stock Exchange. Mr. Ng worked with PricewaterhouseCoopers for over 12 years from 1988 to 2001. From 2001–2003, Mr. Ng was the Chief Financial Officer of International School of Beijing, an academic institution in Beijing, China. He subsequently joined Australian Business Lawyers, a law firm in Australia in 2003 and was later appointed as a consultant in 2004 responsible for advising on accounting matters. From 2004 to 2006, he was the deputy chief financial officer, a joint company secretary and the qualified accountant of Irico Group Electronics Company Limited (Stock Code: 0438), a company listed on the Hong Kong Stock Exchange. From 2006 to 2010, Mr. Ng was a vice-president, the chief financial officer, the company secretary and the qualified accountant of China Huiyuan Juice Group Limited. From 2010 to 2012, Mr. Ng was an executive director and the chief financial officer of China NT Pharma Group Company Limited (Stock Code: 1011), a company listed on the Hong Kong Stock Exchange. From February 2007 to October 2011, Mr. Ng was an independent non-executive director of Xinjiang Xinxin Mining Industry Co., Ltd. (Stock Code: 3833), a company listed on the Hong Kong Stock Exchange. Mr. Ng graduated from The University of Hong Kong with a bachelor’s degree in Social Sciences in 1988 and a master’s degree in Global Business Management and E-commerce in 2002. He is a professional accountant and a fellow member of both the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants, and a member of the Institute of Chartered Accountants in England and Wales. Set out below are the current appointments in other listed companies on the Hong Kong Stock Exchange and New York Stock Exchange (as the case may be) which Mr. Ng has undertaken:

Position	Name of the listed company	Stock Code
Non-executive director	Cheetah Mobile Inc.	NYSE: CMCM
Honorary adviser	China Huiyuan Juice Group Limited	1886
Independent non-executive director	Sany Heavy Equipment International	631
	Holdings Company Limited
Independent non-executive director	Bejing Capital Land Limited	2868
Independent non-executive director	Zhongsheng Group Holdings Limited	881

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

Mr. Ng has entered into a letter of appointment with the Company for term not exceeding 3 years until 31 May 2016 and commencing from the commencement date set out in the letter of appointment. A director’s fee of US$100,000 per annum and award of Shares equivalent to US$100,000 or cash payment instead per annum is payable under the Letter of appointment. The emolument of Mr. Ng are determined with reference to his performance and contribution to the Group and the prevailing market condition.

Save as disclosed above, Mr. Ng 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, Mr. Ng does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company.

Save as disclosed above, as at the Latest Practicable Date, 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. Ng’s proposed re-election as an independent non-executive director of the Company.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Wang Wenfu (王文福) , aged 48, was re-appointed as an independent non-executive Director of our Company on 11 October 2013. Mr. Wang has extensive experience in the mining industry, with international business development, cross-border mergers and acquisitions, business network establishment and international trading expertise. Before Mr. Wang joined our Group as an independent non-executive Director in 2010, he worked for Aluminum Corporation of China Ltd. (“ CHALCO ”), a company listed on the Hong Kong Stock Exchange, Shanghai Stock Exchange and the New York Stock Exchange since 2004, and was mainly responsible for the development of CHALCO’s overseas business, cross border mergers and acquisitions, foreign investment and risk management. He also acted as the President of Chinalco Overseas Holding Ltd., Director and President of Chalco Hong Kong Ltd., Chairman of Chalco Australia Pty. Ltd. and Chief Representative of CHALCO’s operations in Vietnam and Indonesia.

Mr. Wang graduated from the Department of Linguistics of Kunming University of Science and Technology in 1987. He also obtained a Master of Business Administration degree from Monash University in 1995 and a Graduate Diploma in Applied Finance and Investment from the Securities Institute of Australia in 2002.

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 SFO.

Mr. Wang has entered into a letter of appointment with the Company for term not exceeding 3 years until 31 May 2016 and commencing from the commencement date set out in the letter of appointment. A director’s fee of US$100,000 per annum and award of Shares equivalent to US$100,000 or cash payment instead per annum is payable under the Letter of appointment. The emoluments of Mr. Wang are determined with reference to his performance and contribution to the Group and the prevailing market condition.

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, Mr. Wang does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company.

Save as disclosed above, as at the Latest Practicable Date, 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 proposed re-election of Mr. Wang as an independent non-executive director of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

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WINSWAY ENTERPRISES HOLDINGS LIMITED 永暉實業控股股份有限公司

(formerly known as “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 Enterprises Holdings Limited (the “ Company ”) will be held at 10/F, United Centre, 95 Queensway Road, Admiralty, Hong Kong on Thursday, 18 June 2015 at 2:00 p.m. for the following purposes:

RESOLUTIONS OF MEMBERS

1. 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 2014.

2. (1) To re-elect Mr. Andreas Werner as a Director.

3. (2) To re-elect Ms. Ma Li as a Director.

4. (3) To re-elect Mr. Daniel J. Miller as a Director.

5. (4) To re-elect Mr. Ng Yuk Keung as a Director.

6. (5) To re-elect Mr. Wang Wenfu as a Director.

7. (6) To authorise the Board of Directors to fix the remunerations of the Directors.

8. To re-appoint Messrs. KPMG, Certified Public Accountants, as auditors of the Company (the “Auditors”) and to authorise the Board of Directors to fix the Auditor’s remuneration.

9. 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;

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NOTICE OF ANNUAL GENERAL MEETING

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

• (iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (i) and (ii), otherwise then pursuant to (a) a Rights Issue (as 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.

“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).”

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NOTICE OF ANNUAL GENERAL MEETING

(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;

• (ii) the aggregate number of additional shares underlying all RSU Awards granted by the Directors pursuant to the approval in paragraph (i) of this resolution (excluding RSU Awards that have lapsed or been cancelled in accordance with the rules of the Restricted Share Unit Scheme) shall not exceed 1% of the total number of shares of the Company in issue at the date of passing of this resolution; and

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

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

Hong Kong, 2 April 2015

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NOTICE OF ANNUAL GENERAL MEETING

Principal place of business in Hong Kong: Suites 2104-05 Hutchison House 10 Harcourt Road Hong Kong

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

Notes:

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

2. A form of proxy is enclosed. In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially 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.

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

4. The register of members of the Company will be closed from 16 June 2015 to 18 June 2015, 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 Shop 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 15 June 2015.

5. With regard to item no. 2 of this notice, details of retiring Directors proposed for re-election are set out in Appendix II of the circular to shareholders dated 2 April 2015.

6. As at the date of this notice, the Executive Directors of the Company are Mr. Wang Xingchun, Ms. Zhu Hongchan, Ms. Ma Li, Mr. Andreas Werner 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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