E-Commodities Holdings Limited — Board/Management Information 2015

Oct 28, 2015

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)

RESIGNATION AND APPOINTMENT OF EXECUTIVE DIRECTORS RESIGNATION AND APPOINTMENT OF CHIEF EXECUTIVE OFFICER DESIGNATE CHANGE OF CHIEF FINANCIAL OFFICER AND

CHANGE IN COMPOSITION OF THE HEALTH AND SAFETY AND ENVIRONMENTAL COMMITTEE

The Board announces that:

• (1) Mr. Andreas Werner, Mr. Wang Changqing and Ms. Ma Li have tendered their resignation letters to the Company to resign as the executive directors of the Company, and Mr. Andreas Werner has also resigned as the CEO designate of the Company, with effect from 28 October 2015;

• (2) Ms. Cao Xinyi and Mr. Wang Yaxu have been appointed as the executive directors of the Company, and Ms. Cao Xinyi has been appointed as the CEO designate of the Company, with effect from 28 October 2015; and

• (3) Ms. Cao Xinyi has vacated the office of CFO of the Company, and Mr. Li Yongqiang has been appointed as the CFO of the Company, with effect from 28 October 2015.

With effect from 28 October 2015, the Board will comprise:

• . Executive directors: Mr. Wang Xingchun, Ms. Cao Xinyi, Ms. Zhu Hongchan and Mr. Wang Yaxu

• . Non-executive director: Mr. Lu Chuan

• . Independent non-executive directors: Mr. James Downing, Mr. Ng Yuk Keung, Mr. Wang Wenfu and Mr. George Jay Hambro

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RESIGNATION OF EXECUTIVE DIRECTORS AND CEO DESIGNATE

The board of directors (the ‘‘Board’’) of Winsway Enterprises Holdings Limited (the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’) announces that Mr. Andreas Werner (‘‘Mr. Werner’’) has tendered his resignation as an executive director and the chief executive officer designate (‘‘CEO designate’’) of the Company with effect from 28 October 2015 as he wishes to pursue business activities outside the Company.

The Board further announces that Mr. Wang Changqing (‘‘Mr. Max Wang’’) has tendered his resignation as an executive director of the Company with effect from 28 October 2015. His resignation is made pursuant to the terms of agreements relating to the disposal of the Company’s controlling stake in Grande Cache Coal Corporation and Grande Cache Coal LP.

The Board further announces that Ms. Ma Li (‘‘Ms. Ma’’) has tendered her resignation as an executive director of the Company with effect from 28 October 2015 as she wishes to pursue business activities outside the Company.

Mr. Werner, Mr. Max Wang and Ms. Ma have confirmed that they have no disagreement with the Board and there is no matter relating to their resignations that need to be brought to the attention of the shareholders of the Company. The Board wishes to express its sincere gratitude to Mr. Werner, Mr. Max Wang and Ms. Ma for their contribution to the Company during their period of service on the Board.

APPOINTMENT OF EXECUTIVE DIRECTORS AND CEO DESIGNATE

The Board is pleased to further announce that (i) Ms. Cao Xinyi (‘‘Ms. Cao’’) has been appointed as an executive director and the CEO designate of the Company; and (ii) Mr. Wang Yaxu (‘‘Mr. Wang Yaxu’’) has been appointed as an executive director of the Company.

(i) Ms. Cao Xinyi — Executive Director

Ms. Cao, aged 32, is currently the chief financial officer of the Company and the company secretary of the Company (the ‘‘Company Secretary’’). 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 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 three of the Company’s subsidiaries, namely Inner Mongolia Haotong Energy Joint Stock Co., Ltd. (內蒙古浩通能源股份有限公司), Qinhuangdao Haotong Energy Co., Ltd. (秦皇島浩通 能源有限公司) and Beijing Shacong E-commerce Co., Ltd. (北京沙聰電子商務有限公 司). 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 (‘‘HKICPA’’).

As at the date of this announcement, Ms. Cao has an option representing 9,000,000 shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

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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 next following annual general meeting of the Company after her appointment and she will be subject to re-election at that meeting and thereafter in accordance with the amended and restated articles of association of the Company. 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 three years immediately prior to the date of her appointment. Save as disclosed above, Ms. Cao does not hold any other position with the Company or its subsidiaries. As at the date of this announcement, 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 appointment 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 appointment as an executive director and CEO designate of the Company pursuant to the requirements of Rule 13.51(2) of The Rules Governing the Listing of Securities (the ‘‘Listing Rules’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’).

(ii) Mr. Wang Yaxu — Executive Director

Mr. Wang Yaxu, aged 43, currently is 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. He is responsible for the accounting and the financial management of the Group. He is also a director of three of the Company’s subsidiaries, namely Inner Mongolia Haotong Energy Joint Stock Co., Ltd. (內蒙古浩通能源股份有限公司), Yingkou Haotong Mining Co., Ltd. (營口浩通礦 業有限公司) and Ejina Qi Ruyi Winsway Energy Co., Ltd. (額濟 納旗 如意永暉能源有 限公司) and a supervisor of certain subsidiaries of the Company, including, among others, Urad Zhongqi Yiteng Mining Co., Ltd. (烏拉特中 旗 毅騰礦業有限責任公司), Ejina Qi Haotong Energy Co., Ltd. (額濟 納旗 浩通能源有限公司), Manzhouli Haotong Energy Co., Ltd. (滿洲里浩通能源有限公司), 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) 以及Longkow Winsway EnergyCo., Ltd. (龍口市永暉能源有限公司). 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.

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As at the date of this announcement, Mr. Wang Yaxu has an option representing 9,000,000 shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

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 next following annual general meeting of the Company after his appointment and he will be subject to re-election at that meeting and thereafter in accordance with the amended and restated articles of association of the Company. 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 three years immediately prior to the date of his appointment. Save as disclosed above, Mr. Wang Yaxu does not hold any other position with the Company or its subsidiaries. As at the date of this announcement, 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 appointment 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 appointment as an executive director of the Company pursuant to the requirements of rule 13.51(2) of Listing Rules.

The Board expresses its warmest welcome to Ms. Cao and Mr. Wang Yaxu joining the Board.

BOARD MEMBERS AS OF 28 OCTOBER 2015

With effect from 28 October 2015, the Board will comprise:

• . Executive Directors: Mr. Wang Xingchun, Ms. Cao Xinyi, Ms. Zhu Hongchan and Mr. Wang Yaxu

• . Non-executive Director: Mr. Lu Chuan

• . Independent non-executive Directors: Mr. James Downing, Mr. Ng Yuk Keung, Mr. Wang Wenfu and Mr. George Jay Hambro

CHANGE IN COMPOSITION OF THE HEALTH AND SAFETY AND ENVIRONMENTAL COMMITTEE

Ms. Cao has been appointed as a member of the Health and Safety and Environmental Committee in place of Ms. Ma, due to Ms. Ma’s resignation as an executive director, with effect from 28 October 2015, upon which the Health and Safety and Environmental Committee will consist of Mr. George Jay Hambro (chairman), Mr. Wang Wenfu and Ms. Cao Xinyi.

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RESIGNATION AND APPOINTMENT OF CHIEF FINANCIAL OFFICER

The Board further announces that Ms. Cao has vacated the office of the chief financial officer (the ‘‘CFO’’) of the Company with effect from 28 October 2015, in order to focus on matters in discharging her duties as an executive director and the CEO designate of the Company. Ms. Cao has confirmed that she has no disagreement with the Board and there is no matter relating to the vacation from the office of the CFO of the Company that needs to be brought to the attention of the shareholders of the Company. Ms. Cao remains as the executive director, CEO designate and the Company Secretary.

The Board is pleased to further announce that Mr. Li Yongqiang (‘‘Mr. Li’’) has been appointed as the CFO of the Company with effect from 28 October 2015.

Mr. Li, aged 32, is currently the general manager of finance department of the Company. Mr. Li joined the Company in May 2010, where he was mainly responsible for the Group’s finance management and coordination with external auditing on financial statement and tax issues. Prior to joining the Company, Mr. Li worked for KPMG as an audit assistant manager from August 2005 to May 2010. Mr. Li is a member of the Chinese Institution of Certified Public Accountant, Chinese Certified Tax Agents Association and he is a Certified Management Accountant of The Institute of Management Accountants.

By Order of the Board Winsway Enterprises Holdings Limited Cao Xinyi Company Secretary

Hong Kong, 28 October 2015

As at the date of this announcement, the executive directors of the Company are Mr. Wang Xingchun, Ms. Flora Cao, Ms. Zhu Hongchan and Mr. Wang Yaxu, 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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