E-Commodities Holdings Limited — AGM Information 2016

May 31, 2016

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.

==> picture [48 x 33] intentionally omitted <==

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 5 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 Thursday, 30 June 2016 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.

31 May 2016

CONTENTS

	Page
Definition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Effect of the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Issue Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
RSU Annual Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Re-Election Of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Action To Be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Voting By Way Of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Closure Of Register Of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
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, 30 June 2016 at 2:00 p.m., notice of which is set on pages N-1 to N-4 of this circular

• ‘‘Anti-dilution Shares’’

• the new Shares to be allotted and issued to qualifying Shareholders, who elect to take up the Rights Shares, for the purpose of protecting the Rights Issue from the dilution effect of the issuance of Scheme Shares. For the avoidance of doubt, the Anti-dilution Shares are in addition to the Rights Shares

• ‘‘Articles of Association’’ the articles of association of the Company as amended from or ‘‘Articles’’ time to time

• ‘‘Board’’ the board of Directors

• ‘‘Bondholder(s)’’ beneficial holder(s) of the Senior Notes

• ‘‘BVI’’ the British Virgin Islands

• ‘‘BVI Court’’

• the Commercial Court of the BVI

• ‘‘BVI Scheme’’

• a scheme of arrangement between the Company and the Bondholders under section 179A of the Business Companies Act of the British Virgin Islands (2004) reflecting the terms of the Debt Restructuring

• ‘‘Circular’’

• the shareholders’ circular of the Company dated 25 April 2016 containing the information relating to, among other things, the Debt Restructuring and the Rights Issue

• ‘‘Company’’ Winsway Enterprises Holdings Limited, a company incorporated under the laws of the British Virgin Islands with limited liability on 17 September 2007

• ‘‘Debt Restructuring’’

• the restructuring of the outstanding Senior Notes implemented through the Schemes

• ‘‘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

– 1 –

DEFINITION

• ‘‘Hong Kong Court’’

• ‘‘Hong Kong Scheme’’

• ‘‘Issue Mandates’’

the High Court of Hong Kong

a scheme of arrangement between the Company and the Bondholders pursuant to sections 673 and 674 of the Companies Ordinance (Cap. 622) (as amended) as applicable in Hong Kong reflecting the terms of the Debt Restructuring

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’’

• ‘‘Listing Rules’’

• ‘‘Memorandum of Association’’ or ‘‘Memorandum’’

• ‘‘Notice of Annual General Meeting’’

• ‘‘Prospectus’’

• ‘‘Prospectus Documents’’

• ‘‘Provisional Allotment Letter(s)’’or ‘‘PAL(s)’’

26 May 2016, being the latest practicable date prior to the issue of this circular for ascertaining certain information included in this circular

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

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

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

• the prospectus of the Company to be dated 31 May 2016 containing details of the Rights Issue

the Prospectus and the PAL(s)

the provisional allotment letter(s) for the Rights Issue

– 2 –

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 or ‘‘RSU Scheme’’ the Shareholders at the annual general meeting held on 11 June 2012 for the grant of RSU Award to eligible participant pursuant thereto

• ‘‘Rights Issue’’

• the issue of the Rights Shares by the Company on the terms and subject to the conditions to be set out in the Prospectus Documents

• ‘‘Rights Share(s)’’

• new Shares proposed to be provisionally allotted and issued to the qualifying Shareholders for subscription pursuant to the Rights Issue, for the avoidance of doubt, excluding the Anti-dilution Shares

• ‘‘RSU’’ the restricted share unit

• ‘‘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

• ‘‘RSU Award’’

• a restricted share unit award granted to a participant under the Restricted Share Unit Scheme

• ‘‘Schemes’’

• collectively, the BVI Scheme and the Hong Kong Scheme

• ‘‘Scheme Share(s)’’

• new Shares proposed to be provisionally allotted and issued to the Bondholders pursuant to the Debt Restructuring

• ‘‘Senior Notes’’

• the US$500,000,000 8.50% senior notes due 2016 issued by the Company on 8 April 2011 of which approximately US$309,310,000 in principal amount remains outstanding as the Latest Practicable Date

• ‘‘SFO’’

• Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

– 3 –

DEFINITION

• ‘‘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

– 4 –

LETTER FROM THE BOARD

==> picture [48 x 32] intentionally omitted <==

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: Cao Xinyi (Chief Executive Director) Zhu Hongchan Wang Yaxu Feng Yi

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

Non-executive Director: Lu Chuan

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

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

31 May 2016

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) 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.

– 5 –

LETTER FROM THE BOARD

EFFECT OF THE RIGHTS ISSUE

At the extraordinary general meeting of the Company held on 16 May 2016, the resolution approving the Rights Issue was duly passed by the Independent Shareholders (as defined in the Circular) by way of poll. Provided that the Rights Issue would be have become unconditional on 22 June 2016, it is expected that a total number of 565,979,778 Rights Shares would be allotted and issued on 27 June 2016, the number of enlarged Shares in issue as fully paid after the completion of the Rights Issue and Debt Restructuring would then be 3,018,558,816 Shares. Accordingly, the number of Shares to be involved in the Issue Mandates, the Repurchase Mandate and the RSU Annual Mandate to be approved by the Shareholders at the Annual General Meeting will be based on the total number of issued shares of the Company as enlarged by the Rights Issue and Debt Restructuring by then.

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 603,711,763 Shares based on 3,018,558,816 issued Shares as at the Latest Practicable Date (assuming all the Anti-dilution Shares and Scheme Shares have been allotted and issued) and assuming that no further Shares are issued and repurchased prior to 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 301,855,881 Shares based on 3,018,558,816 issued Shares as at the Latest Practicable Date (assuming all the Anti-dilution Shares and Scheme Shares have been allotted and issued) and assuming that no further Shares are issued and repurchased prior to 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.

– 6 –

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.

Based on 3,018,558,816 issued Shares as at the Latest Practicable Date (assuming all the Anti-dilution Shares and Scheme Shares have been allotted and issued) and assuming that no further Shares are issued and repurchased prior to the date of passing the resolution and subject to the passing of Resolution 4(D) approving 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 30,185,588 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).

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the executive Directors of the Company are Ms. Cao Xinyi, Ms. Zhu Hongchan, Mr. Wang Yaxu and Mr. Feng Yi, the non-executive Director of the Company is 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, Ms. Cao Xinyi, Mr. Wang Yaxu and Mr. Feng Yi shall hold office only until the Annual General Meeting and shall be eligible for re-election, and Ms. Zhu Hongchan, Mr. Wang Wenfu and Mr. Ng Yuk Keung shall retire from office by rotation at the Annual General Meeting and shall be eligible for reelection. Details of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II hereto.

ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting proposed to be held on Thursday, 30 June 2016 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.

– 7 –

LETTER FROM THE BOARD

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.

CLOSURE OF REGISTER OF MEMBERS

Shareholders whose names appear on the Company’s register of members on 30 June 2016 will be eligible to attend and vote at the Annual General Meeting. The transfer books and register of members will be closed from 28 June 2016 to 30 June 2016, 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 27 June 2016.

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.

– 8 –

LETTER FROM THE BOARD

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 Winsway Enterprises Holdings Limited Cao Xinyi Chief Executive Officer and Company Secretary

– 9 –

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

Based on 3,018,558,816 issued Shares as at the date of passing of the relevant resolutions (assuming all the Anti-dilution Shares and Scheme Shares have been allotted and issued), and 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 301,855,881 Shares (representing 10% of the issued Shares of the Company as at the date of passing of the relevant resolutions of members of the Company) 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 2015 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.

– I-1 –

EXPLANATORY STATEMENT

APPENDIX I

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.

As at the Latest Practicable Date, Mr. Wang Xingchun (‘‘Mr. Wang’’), the single largest shareholder of the Company, through his controlled corporations held 75,912,505 Shares, representing approximately 40.24% of the total number of Shares in issue. As at the date of passing of the relevant resolutions approving the Repurchase Mandate (assuming all the Antidilution Shares and Scheme Shares have been allotted and issued), it is expected that Famous Speech Limited (‘‘Famous Speech’’), being the underwriter of the Right Issue, Mr. Wang and their respective associates together with parties acting in concert with them would directly and indirectly hold, (i) in case of no Rights Shares taken by the qualifying Shareholders (except for Famous Speech, Mr. Wang and their respective associates together with parties acting in concert with them), 2,263,564,962 Shares representing approximately 74.99% of the total number of issued Shares, and (ii) in case of all Rights Shares (other than Mr. Wang’s entitlement) are taken by the qualifying Shareholders, 986,862,565 Shares representing approximately 32.70% of the total number of Shares in issue.

Under scenario (i) above, in the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted to the Directors pursuant to the Repurchase Mandate, the interest of Famous Speech, Mr. Wang and their respective associates together with parties acting in concert with them in the Company would be increased to approximately 83.32% of the total number of Shares in issue. Such increase would not give rise to an obligation on Famous Speech, Mr. Wang and their respective associates together with parties acting in concert with them to make a mandatory offer under Rule 26 of the Takeovers Code but would reduce the number of Shares held by the public to less than 25% of the total number of Shares in issue. The Directors have no intention to exercise the Repurchase Mandate to such an extent as may result in reducing the public shareholding of the Company to less than the minimum public float requirement.

Under scenario (ii) above, in the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted to the Directors pursuant to the Repurchase Mandate, the interest of Famous Speech, Mr. Wang and their respective associates together with parties acting in concert with them in the Company would be increased to approximately 36.33% of the total number of Shares in issue. In such case, notwithstanding such increase of

– I-2 –

EXPLANATORY STATEMENT

APPENDIX I

interest will not reduce the number of Shares held by the public to less than 25% of the total number of Shares in issue, it will give rise to an obligation on Famous Speech, Mr. Wang and their respective associates together with parties acting in concert with them to make a mandatory general offer under Rules 26 and 32 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such an extent as would result in a mandatory general offer obligation on Famous Speech, Mr. Wang and their respective associates together with parties acting in concert with them under the Takeovers Code.

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:

	Highest per	Lowest per
Shares	old share	old share
	HK$	HK$
30 June 2015	1.115	0.981
31 July 2015	0.877	0.792
28 August 2015	0.565	0.519
31 August 2015	Suspended	Suspended
September 2015	Suspended	Suspended
October 2015	Suspended	Suspended
November 2015	Suspended	Suspended
December 2015	Suspended	Suspended
January 2016	Suspended	Suspended
February 2016	Suspended	Suspended
14 March 2016	0.423	0.238
31 March 2016	0.204	0.196
29 April 2016	0.350	0.285
18 May 2016	0.365	0.235
19 May 2016	1.560#	0.465#
26 May 2016 (the Latest Practicable Date)	0.930#	0.820#

Note[#] : Being the highest and lowest price per Share following the share consolidation with effect from 18 May 2016.

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-3 –

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

Zhu Hongchan (‘‘Ms. Zhu’’)

Zhu Hongchan (朱紅嬋), aged 41, is an executive Director and a Vice President of our Company. Ms. Zhu was appointed as a Director on 18 June 2010. She joined Winsway Group in 1995 and has worked in the Chemical Trading and Sales departments of our parent group where she accumulated extensive experience in the value-adding operations of energy resources and commodities, and which has enabled Ms. Zhu to successfully lead and manage the sales team of our Group in implementing our Group’s sales and future growth strategies. Ms. Zhu became a Vice President of our Group in October 2008 and is responsible for the management of the procurement of coal and sales activities. Ms. Zhu is the director of certain subsidiaries of the Company, namely Winsway Resources (HK) Holdings Limited, Legend York Star Limited and E-Steel Holdings Pte. Ltd., respectively. Ms. Zhu graduated from the Beijing University of Chemical Technology in 1995 with a bachelor’s degree in Management Engineering and a degree Executive Master of Business Administration (‘‘EMBA’’) from Beijing Jiaotong University in 2011.

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

The Company entered into a service contract with Ms. Zhu for a term of three years with effect from 3 September 2013. The appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association. Ms. Zhu will be entitled to receive a total sum of RMB2.6 million per annum as a package for all her positions in the Company.

Save as disclosed above, Ms. Zhu has not held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Save as disclosed above, Ms. Zhu does not hold any other position with the Company or its subsidiaries. As at the Latest Practicable Date, Ms. Zhu does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company.

Save as disclosed above, there is no other matter relating to the re-election of Ms. Zhu that needs to be brought to the attention of the shareholders of the Company and there is no other information that needs to be disclosed in connection with Ms. Zhu’s re-election as an executive director of the Company pursuant to the requirements of Rule 13.51(2) of Listing Rules.

Cao Xinyi (‘‘Ms. Cao’’)

Ms. Cao, aged 33, is an executive Director, the chief executive officer and the company secretary of the Company. Ms. Cao joined the Company in 2009. She has long-term experience in the business and operations of the Company, and she has been closely involved with the

– II-1 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

financial affairs of the Company and has a great deal of experience in respect of investors’ relationship since joining the Company. Before joining the Company in 2009, Ms. Cao worked at PricewaterhouseCoopers from 2005 to 2009. Ms. Cao is also a director of 19 subsidiaries of the Company, namely (1) Inner Mongolia Haotong Energy Joint Stock Co., Ltd. (內蒙古浩通 能源股份有限公司), (2) Beijing Winsway Investment Management Co., Ltd. (永暉投資管理有 限公司), (3) Beijing Shacong E-commerce Co., Ltd. (北京沙聰電子商務有限公司), (4) Cheer Top Enterprises Limited, (5) Color Future International Limited, (6) Royce Petrochemicals Limited, (7) King Resources Holdings Limited, (8) Reach Goal Management Ltd, (9) Lucky Colour Limited, (10) Eternal International Logistics Limited, (11) Million Super Star Limited, (12) Winsway International Development (HK) Ltd, (13) Winsway Coking Coal Logistics Co., Limited, (14) Lush Power Management Limited, (15) Wisdom Elite Inc. Limited, (16) Standard Rich Inc Limited, (17) Rise Deal Enterprises Limited, (18) Great Trend Enterprises Limited and (19) Emporio Ray Investments Limited. She graduated from the City University of Hong Kong with a bachelor’s degree in Business Administration in 2005. Ms. Cao is a member of the Hong Kong Institute of Certified Public Accountants.

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

The Company entered into a service contract with Ms. Cao for a term of three years with effect from 28 October 2015. Ms. Cao will hold office until the Annual General Meeting, at which she will be subject to re-election in accordance with the Articles. Ms. Cao will be entitled to receive a total sum of RMB2.3 million per annum as a package for all her positions in the Company.

Save as disclosed above, Ms. Cao 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 past three years. Save as disclosed above, Ms. Cao does not hold any other position with the Company or its subsidiaries. As at the Latest Practicable Date, Ms. Cao does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company.

Save as disclosed above, there is no other matter relating to the re-election of Ms. Cao that needs to be brought to the attention of the shareholders of the Company and there is no other information that needs to be disclosed in connection with Ms. Cao’s re-election as an executive director of the Company pursuant to the requirements of Rule 13.51(2) of Listing Rules.

Mr. Wang Yaxu (‘‘Mr. Wang Yaxu’’)

Mr. Wang Yaxu, aged 44, is an executive Director and a Vice President for fixed asset management and internal administration of the Group. Mr. Wang Yaxu joined the Group in 1995, where he was mainly responsible for financial management. He then became an employee of the Company in 2007 upon the Company’s establishment and is responsible for the accounting and the financial management of the Group. He is also a director of the Company’s subsidiary, namely Ejina Qi Ruyi Winsway Energy Co., Ltd. (額濟納旗如意永暉能 源有限公司), Chairman of Supervisor Committee of Inner Mongolia Haotong Energy Joint

– II-2 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Stock Co., Ltd. (內蒙古浩通能源股份有限公司),), and a supervisor of Yingkou Haotong Mining Co., Ltd. (營口浩通礦業有限公司), Urad Zhongqi Yiteng Mining Co., Ltd. (烏拉特中 旗毅騰礦業有限責任公司), Urad Zhongqi Tengshengda Energy Co., Ltd. (烏拉特中旗騰盛達 能源有限責任公司), Bayannur Hutie Ruyi Logistics Co., Ltd. (巴彥淖爾市呼鐵如意物流有限 公司), Ejina Qi Haotong Energy Co., Ltd. (額濟納旗浩通能源有限公司), Manzhouli Haotong Energy Co., Ltd. (滿洲裏浩通能源有限公司), Baotou-city Haotong Energy Co., Ltd. (包頭市 浩通能源有限責任公司), Ulanqab Haotong Energy Co., Ltd. (烏蘭察布市浩通能源有限責任 公司), Erlian Winsway Mining Co., Ltd. (二連永暉礦業有限公司), Erlian Junrong Winsway Mining Co., Ltd. (二連均榮礦業有限公司), Erlianhaote Haotong Energy Co., Ltd. (二連浩特 浩通能源有限公司), Nantong Million Super Star Coking Coal Co., Ltd. (南通萬之星焦煤有限 公司), Nantong Haotong Energy Co., Ltd. (南通浩通能源有限公司), Beijing Shacong E- Commerce Inc. Ltd. (北京沙聰電子商務有限公司) and Longkou Winsway Energy Co., Ltd. (龍口市永暉能源有限公司), Nantong Winsway Mining Investment Co., Ltd. (南通永暉礦業投 資有限公司)，Suzhou Wisdom Elite Energy Co., Ltd. (蘇州智暉智業能源有限公司), and Shanghai Richway Energy Co., Ltd. (上海富多達能源有限公司). He studied industrial management and engineering at and graduated from Beijing University of Chemical Technology in 1995, and graduated with a degree in Executive Master of Business Administration from Beijing Jiaotong University in 2011.

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

The Company entered into a service contract with Mr. Wang Yaxu for a term of three years with effect from 28 October 2015. Mr. Wang Yaxu will hold office until the Annual General Company after his appointment, at which he will be subject to re-election in accordance with the Articles. Mr. Wang will be entitled to receive a total sum of RMB1.61 million per annum as a package for all his positions in the Company.

Save as disclosed above, Mr. Wang Yaxu 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 past three years. Save as disclosed above, Mr. Wang Yaxu does not hold any other position with the Company or its subsidiaries. As at the Latest Practicable Date, Mr. Wang Yaxu does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company.

Save as disclosed above, there is no other matter relating to the re-election of Mr. Wang Yaxu that needs to be brought to the attention of the shareholders of the Company and there is no other information that needs to be disclosed in connection with Mr. Wang Yaxu’s reelection as an executive director of the Company pursuant to the requirements of rule 13.51(2) of Listing Rules.

Mr. Feng Yi (‘‘Mr. Feng’’)

Mr. Feng, aged 45, is an executive Director and a Vice President of the Company. Mr. Feng joined the Company in July 2013 and was mainly responsible for the Company’s capital and bank financing related works. He is also a director of Inner Mongolia Haotong Energy Joint Stock Co., Ltd. (內蒙古浩通能源股份有限公司). Prior to joining the Company, Mr. Feng

– II-3 –

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

worked for Bank of China, Qinhuangdao Branch as the general manager of corporate banking department from 2003 to 2013 and held other positions in departments of the Bank of China, Qinhuangdao Branch from 1991 to 2003. Mr. Feng graduated from Central University of Finance and Economics with a bachelor’s degree in international finance in 1991.

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

The Company entered into a service contract with Mr. Feng commencing from 16 November 2015 and ending on 31 December 2016. Mr. Feng will hold office until the Annual General Meeting, at which he will be subject to re-election in accordance with the Articles. Mr. Feng is entitled to receive a total sum of approximately RMB0.86 million per annum as a package for all his positions in the Company.

Save as disclosed above, Mr. Feng 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 past three years. Save as disclosed above, Mr. Feng does not hold any other position with the Company or its subsidiaries. As at the Latest Practicable Date, Mr. Feng does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company.

Save as disclosed above, there is no other matter relating to the re-election of Mr. Feng that needs to be brought to the attention of the shareholders of the Company and there is no other information that needs to be disclosed in connection with Mr. Feng’s re-election as an executive director of the Company pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

– II-4 –

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

INDEPENDENT NON-EXECUTIVE DIRECTORS

Wang Wenfu (王文福), aged 49, 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 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 Wenfu does not have any interest in shares or underlying shares in the Company within the meaning of Part XV of the SFO.

Mr. Wang Wenfu 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 which was subsequently extended to 31 May 2017 on 22 May 2016. The appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association. 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. Wang Wenfu are determined with reference to his performance and contribution to the Group and the prevailing market condition.

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 Wenfu’s proposed reelection as an independent non-executive director of the Company.

Ng Yuk Keung (吳育強), aged 51, 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 main board of the Stock Exchange. Mr. Ng worked with PricewaterhouseCoopers for over 12 years from 1988 to 2001. From 2001–2003, Mr. Ng was the Chief Financial 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 main board of the

– II-5 –

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

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 main board of the Stock Exchange. From February 2007 to October 2011, Mr. Ng was the independent non-executive director of Xinjiang Xinxin Mining Industry Co., Ltd. (Stock Code: 3833), a company listed on the main board of the Stock Exchange. Mr. Ng graduated from The University of Hong Kong with a bachelor’s degree in Social Sciences in 1988 and a master’s degree in Global Business Management and E-commerce in 2002. He is a professional accountant and a fellow member of both the Hong Kong Institute of 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 Stock Exchange and the 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	Sany Heavy Equipment International	631
director	Holdings Company Limited
Independent non-executive	Beijing Capital Land Limited	2868
director
Independent non-executive	Zhongsheng Group Holdings Limited	881
director
Executive director	Kingsoft Corporation Limited	3888

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

Mr. Ng Yuk Keung 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 which was subsequently extended to 31 May 2017 on 22 May 2016. The appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association. 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 Yuk Keung are determined with reference to his performance and contribution to the Group and the prevailing market condition.

– II-6 –

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

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 Yuk Keung’s proposed reelection as an independent non-executive director of the Company.

– II-7 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [48 x 32] intentionally omitted <==

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, 30 June 2016 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 2015.

2. (1) To re-elect Ms. Zhu Hongchan as a Director.

3. (2) To re-elect Mr. Wang Wenfu as a Director.

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

5. (4) To re-elect Ms. Cao Xinyi as a Director.

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

7. (6) To re-elect Mr. Feng Yi as a Director.

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

9. 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.

10. 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

– N-1 –

NOTICE OF ANNUAL GENERAL MEETING

offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

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

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

– N-2 –

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;

• (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

– N-3 –

NOTICE OF ANNUAL GENERAL MEETING

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 Winsway Enterprises Holdings Limited Cao Xinyi

Chief Executive Officer and Company Secretary

Hong Kong, 31 May 2016

Principal place of business in Hong Kong: Suites 2104–05 Hutchinson 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 28 June 2016 to 30 June 2016, 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 27 June 2016.

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 31 May 2016.

6. As at the date of this notice, the executive Directors of the Company are Ms. Cao Xinyi, Ms. Zhu Hongchan, Mr. Wang Yaxu and Mr. Feng Yi, the non-executive Director of the Company is Mr. Lu Chuan, and the independent non-executive Directors of the Company are Mr. James Downing, Mr. Ng Yuk Keung, Mr. Wang Wenfu and Mr. George Jay Hambro.

– N-4 –