E-Commodities Holdings Limited — AGM Information 2016

Apr 25, 2016

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

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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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting of Winsway Enterprises Holdings Limited (the ‘‘Company’’) will be held at United Conference Centre & Business Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 16 May 2016 at 10:00 a.m. or any adjournment thereof (as the case may be) for the purpose of considering and, if thought fit, passing, with or without amendment, the below resolutions of the Company.

SPECIAL RESOLUTION

1. ‘‘THAT the existing articles of association (‘‘Articles of Association’’) of the Company be amended in the following manner:

2. ‘‘7A. Consolidation of Issued Shares

The Company may from time to time, by Resolution of Members, consolidate all or any of its issued shares. On any consolidation, the Board may settle any difficulty which may arise as it thinks expedient and in particular (but without prejudice to the generality of the foregoing and notwithstanding any other provision of the Memorandum and these Articles), may compulsorily repurchase fractions of a consolidated share on such terms as it considers appropriate (including by the payment of a nominal sum at the Board’s discretion), or, as between the holders of shares to be consolidated, determine which particular shares are to be consolidated into each consolidated share, and if it shall happen that any person shall become entitled to fractions of a consolidated share or shares, such fractions may be sold by some person appointed by the Board for that purpose and the person so appointed may transfer the shares so sold to the purchaser thereof and the validity of such transfer shall not be questioned, and so that the net proceeds of such sale (after deduction of the expenses of such sale) may either be distributed among the persons who would otherwise be entitled to a fraction or fractions of a consolidated share or shares rateably in accordance with their rights and interests or may be paid to the Company for the Company’s benefit’’,

to be inserted into the Articles after the existing Article 7.’’

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ORDINARY RESOLUTIONS

1. ‘‘THAT subject to and conditional upon (i) the passing of the special resolution numbered 1 as set out in this notice; (ii) the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in the Consolidated Shares (as defined below); and (iii) compliance with the relevant laws of the British Virgin Islands:

2. (a) with effect from the business day immediately following the conclusion of this general meeting of shareholders of the Company, every twenty (20) issued ordinary shares of the Company (the ‘‘Share(s)’’) be consolidated into one (1) ordinary share of the Company (the ‘‘Consolidated Share(s)’’) (‘‘Share Consolidation’’). Such Consolidated Shares in issue shall rank pari passu in all respects with each other in accordance with the articles of association of the Company;

3. (b) any fractional Consolidated Shares that might arise upon the Share Consolidation be aggregated and, if possible, sold for the benefit of the Company; and

4. (c) the Directors be and are hereby authorised to do all such acts and things, to approve, sign and execute all such documents and to take any and all steps as the Directors in their absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Share Consolidation and the matters ancillary thereto.

5. ‘‘THAT subject to and conditional upon (i) the passing of the resolution numbered 2 as set out in this notice and (ii) the fulfilment and/or waiver (in respect of certain conditions, as applicable) of the conditions as set out in the underwriting agreement dated 11 March 2016 (the ‘‘Underwriting Agreement’’) made between, among others, the Company and Famous Speech Limited (the ‘‘Underwriter’’) (a copy of which is produced to the meeting marked ‘‘A’’ and initialled by the chairman of this meeting for the purpose of identification) and (iii) the Underwriting Agreement not being terminated in accordance with the terms of the Underwriting Agreement and the transaction contemplated thereunder be and are hereby approved:

6. (a) the entering into the Underwriting Agreement by the Company be and is hereby approved, confirmed and ratified and the performance of the transactions contemplated thereunder by the Company (including but not limited to the arrangements for taking up of the underwritten Rights Shares, if any, by the Underwriter) be and are hereby approved;

7. (b) the allotment and issue by way of rights of up to 565,979,787 Consolidated Shares (the ‘‘Right Shares’’) at a subscription price of HK$0.69 per Rights Share to the shareholders of the Company (the ‘‘Shareholders’’) whose names appear on the register of members of the Company (the ‘‘Qualifying Shareholders’’), at the close of business on the date as the Company and the Underwriter may agree as the record date for determination of the entitlements of the Shareholders to the Rights Issue (as defined below) (the ‘‘Record Date’’) (excluding those Shareholders (the ‘‘Non-Qualifying Shareholders’’) whose addresses on the register of members of the Company are outside Hong Kong on the Record Date in respect of whom the director(s) of the Company (the ‘‘Director(s)’’), after making relevant enquiries,

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consider it necessary or expedient to exclude from the Rights Issue on account either of the legal restrictions under the laws of the relevant place(s) or the requirements of the relevant regulatory body or stock exchange in that (those) place(s)), on the basis of 3 Rights Shares for every 1 Consolidated Share held on the Record Date pursuant to the terms and conditions as set out in the Underwriting Agreement, and all the transactions contemplated thereunder (including but not limited to the underwriting of the Rights Shares by the Underwriter), be and are hereby approved;

• (c) for the purpose of protecting the 75% shareholding percentage represented by the Rights Shares, the allotment and issue of up to 1,697,939,361 Consolidated Shares (the ‘‘Anti-dilution Shares’’) in the ratio of 3 Anti-dilution Shares for each 1 Rights Share subscribed for no further consideration to Qualifying Shareholders who elected to take up the Rights Shares, be and are hereby approved;

• (d) the board of Directors or a committee thereof be and are hereby authorised to issue and allot the Rights Shares and the Anti-dilution Shares pursuant to and in connection with the Rights Issue notwithstanding that (i) the Rights Shares may be offered, allotted or issued otherwise than pro rata to the Qualifying Shareholders and, (ii) in particular, the Directors be and are hereby authorised to make such exclusions or other arrangements in relation to fractional entitlements and/or NonQualifying Shareholders as they deem necessary, desirable or expedient having regard to any restrictions or obligations under the articles of association of the Company or the laws of, or the rules and regulations of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong;

• (e) the absence of arrangements for applications for the Rights Shares by Qualifying Shareholders in excess of their entitlements under the Rights Issue be and are hereby approved, confirmed and ratified; and

• (f) the Directors be and are hereby authorised to do all such acts and things, to sign and execute all such further documents and to take such steps as the Directors in their absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the allotment and issue of the Rights Shares and Anti-dilution Shares, the implementation of the Rights Issue, the Underwriting Agreement, the exercise or enforcement of any of the Company’s rights under the Underwriting Agreement and to make and agree to make such variations of the terms of the Underwriting Agreement as the Directors in their absolute discretion consider to be appropriate, necessary or desirable and in the interests of the Company and its shareholders and all the transactions contemplated thereunder.

‘‘Rights Issue’’ under this resolution means the issue of the Rights Shares by the Company on the terms and subject to the conditions to be set out in the relevant prospectus and provisional allotment letter.’’

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4. ‘‘THAT

• (a) the terms of the application for a waiver (the ‘‘Whitewash Waiver’’) granted or to be granted by the Executive Director of the Corporate Finance Division of the Securities and Futures Commission to the Underwriter and parties acting in concert with it (as defined in the Hong Kong Code on Takeovers and Mergers and Share Repurchases (‘‘Takeovers Code’’)) pursuant to Note 1 on the Dispensations from Rule 26 of the Takeovers Code from an obligation to make a general mandatory offer for all the issued shares of the Company not already owned by the Underwriter and the parties acting in concert with it as a result of the subscription of the Rights Shares by the Underwriter pursuant to the Underwriting Agreement be and are hereby approved; and

• (b) the Directors be and are hereby authorised, for an on behalf of the Company, to do all such acts and things and to execute all such documents and take all such steps as the Directors in their absolute discretion consider necessary, desirable or expedient to give effect to or in connection with the Whitewash Waiver.’’

• ‘‘THAT conditional upon (i) the Rights Issue as referred to in resolution 3 set out in this notice being approved and becoming unconditional; and (ii) the Listing Committee of The Stock Exchange of Hong Kong Limited granting or agreeing to grant the listing of and permission to deal in the Scheme Shares (as defined below):

• (a) the allotment and issue of a maximum of 565,979,787 Consolidated Shares (the ‘‘Scheme Shares’’) to the holders of the Senior Notes (the ‘‘Bondholders’’), pursuant to and subject to the terms and conditions of the Schemes (as defined below) (a copy of which marked ‘‘B’’ has been produced to the meeting and initialled by the chairman of this meeting for the purpose of identification), and all the transactions contemplated thereunder, be and are hereby approved; and

• (b) the Directors be and are hereby authorised to do all such acts and things, to sign and execute all such further documents and to take such steps as the Directors in their absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with (i) 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 (as defined below) and (ii) 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 (as defined below) (collectively, the ‘‘Schemes’’), the allotment and issue of the Scheme Shares and all the transactions contemplated thereunder.’’

• ‘‘THAT conditional upon the Rights Issue as referred to in resolution 3 set out in this notice being approved and becoming unconditional:

• (a) the issue of the CVRs (as defined below) by the Company in accordance with the terms and conditions of the Debt Restructuring and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and

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• (b) the Directors be and are hereby authorised to do all such acts and things, to approve, sign and execute all such documents and to take any and all steps as the Directors in their absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the issuance of the CVRs and the allotment and issue of the CVR Shares and the matters ancillary thereto, or for the purposes of obtaining the approval of, relevant authorities or to comply with all applicable laws, rules and regulations.

‘‘CVR(s)’’ in this resolution means certain contingent value rights with an aggregate notional value of US$10 million, which will be a one-off payment to the Bondholders in the form of cash and/or CVR Shares at the election of the Company upon the occurrence of the trigger events.’’

1. ‘‘THAT conditional upon the Rights Issue as referred to in resolution 3 set out in this notice being approved and becoming unconditional, the Directors be and are hereby granted a special mandate (the ‘‘Specific Mandate’’) to exercise the powers of the Company to allot and issue up to 2,829,898,935 New Shares, comprising the Rights Shares, the Anti-dilution Shares and the Scheme Shares which shall rank pari passu in all respects among themselves and with the existing ordinary shares of the Company in issue at the date of such allotments and issue and that the Specific Mandate is in addition to, and shall not prejudice nor revoke any existing general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors prior to the passing of this resolution.’’

2. ‘‘THAT conditional upon the Rights Issue as referred to in resolution 3 set out in this notice being approved and becoming unconditional, the Directors be and are hereby granted a special mandate (the ‘‘CVR Specific Mandate’’) to exercise the powers of the Company to allot and issue up to 112,318,850 new Consolidated Shares to be issued to settle the CVRs should the Company choose to use Consolidated Shares to settle such CVRs at an assumed minimum settlement price of HK$0.69 which Consolidated Shares shall rank pari passu in all respects among themselves and with the Consolidated Shares in issue at the date of such allotments and issue and that the CVR Specific Mandate is in addition to, and shall not prejudice nor revoke any existing general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors prior to the passing of this resolution.’’

3. ‘‘THAT

4. (a) subject to and conditional upon of the passing of resolution number 3 set out in this notice, the payment of the Consent Fee and the distribution of the Scheme Consideration as more particularly set out in the section headed ‘‘14. SPECIAL DEAL’’ of the circular of the Company dated 25 April 2016, be and are hereby approved for the purposes of Rule 25 of the Takeovers Code; and

5. (b) the Directors be and are hereby authorised to sign and execute such documents with or without amendments and do all such acts and things incidental to the Special Deal in their absolute discretions consider necessary, desirable or expedient in connection with the implementation of or giving effect to the Special Deal.

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‘‘Consent Fee’’ in this resolution means approximately US$6.8 million (equivalent to approximately HK$52.7 million), being the consent fee that will be shared pro rata among those Consenting Bondholders that became a party to the Restructuring Support Agreement on or prior to 5:00 p.m. (Hong Kong time) on 23 December 2015 (or such later date as the Company and the Steering Committee Majority may agree in writing) in a total amount equal to 2% of the outstanding principal amount and accrued but unpaid interest in respect of the Senior Notes as at 25 November 2015.

‘‘Consenting Bondholders’’ in this resolution means those Bondholders who have acceded to the Restructuring Support Agreement.

‘‘Restructuring Support Agreement’’ in this resolution means the restructuring support agreement dated 25 November 2015 entered into between, among others, the Company and the Consenting Bondholders.’’

By Order of the Board Winsway Enterprises Holdings Limited Cao Xinyi

Chief Executive Officer and Company Secretary

Hong Kong, 25 April 2016

Principal place of business in Hong Kong: Registered Office: Suites 2104–05, Hutchison House Akara Bldg. 10 Harcourt Road 24 De Castro Street Hong Kong 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 Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting. Completion and return of a form of proxy will not preclude you from attending and voting in person if you are subsequently able to be present.

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 Thursday, 12 May 2016 to Monday, 16 May 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 EGM, all transfers accompanies by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 11 May 2016.

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1. 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.

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