E-Commodities Holdings Limited — Capital/Financing Update 2012

Apr 23, 2012

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.

==> picture [60 x 41] intentionally omitted <==

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)

ANNOUNCEMENT PRICE SENSITIVE INFORMATION

This announcement is made pursuant to Rule 13.09 of the Listing Rules.

The Board announces that on 23 April 2012, the Board was informed by Winsway Resources, that Winsway Resources and Mr. Wang have entered into the Share Sale and Purchase Agreement with the Investor, pursuant to which the Investor has conditionally agreed to purchase and Winsway Resources has conditionally agreed to sell 1,128,186,410 Shares representing approximately 29.9% of the issued Shares of the Company, at a total cash consideration of HK$2,391,755,189.20, representing HK$2.12 per Target Share. In addition, Mr. Wang has agreed to unconditionally and irrevocably undertake to guarantee all obligations of Winsway Resources under the Share Sale and Purchase Agreement.

Completion is conditional upon the fulfi llment or waiver of certain conditions precedent. If any of such conditions have not been fulfi lled or waived on or before 30 September 2012, the Share Sale and Purchase Agreement may be terminated by any of the parties to it.

As Mr. Wang’s benefi cial shareholding in the Company would fall below 35% upon Completion, this would constitute a “Change of Control” under the terms of the Notes. The consequences of this are described below. The Company will ascertain what consents or waivers are required under its existing agreements and arrangements that would be impacted by the Transaction and will use its reasonable endeavours to obtain the same.

As the Completion is conditional upon the fulfi llment or waiver of certain conditions precedent, there is no assurance that such conditions will be fulfi lled or waived or that Completion will occur. Shareholders and prospective investors are advised to exercise caution when dealing in the Shares.

This announcement is made pursuant to Rule 13.09 of the Listing Rules.

1

THE TRANSACTION

The Board wishes to announce that on 23 April 2012, the Board was informed by Winsway Resources, a company holding approximately 43.12% of the total issued Shares of the Company as at the date of this announcement and indirectly wholly-owned by Mr. Wang, that Winsway Resources and Mr. Wang have entered into the Share Sale and Purchase Agreement with the Investor.

Pursuant to the Share Sale and Purchase Agreement, the Investor has conditionally agreed to purchase and Winsway Resources has conditionally agreed to sell 1,128,186,410 Shares representing approximately 29.9% of the issued Shares of the Company, at a total cash consideration of HK$2,391,755,189.20, representing HK$2.12 per Target Share. In addition, Mr. Wang has agreed to unconditionally and irrevocably undertake to guarantee all obligations of Winsway Resources under the Share Sale and Purchase Agreement.

Completion is conditional upon the fulfi llment or waiver of certain conditions precedent, including the following:

• (i) the Investor having completed due diligence in respect of the Company and its existing and potential assets, liabilities, businesses and operating conditions;

• (ii) the approval of the Transaction and other arrangements contemplated under the Share Sale and Purchase Agreement by the shareholders of the Investor at a general meeting of the Investor;

• (iii) all necessary third party consents and approvals in respect of the Transaction and the effect of the Completion, having been obtained by Winsway Resources, the Company and/or the Investor;

• (iv) all necessary approvals, licences and authorizations from relevant PRC and overseas government and regulatory authorities in respect of the Transaction and the effect of the Completion, having been obtained by Winsway Resources, the Company and/or the Investor; and

• (v) a written ruling from the Securities and Futures Commission of Hong Kong that the Investor is not required to make a general offer for all the Shares as a result of the Transaction and that (if applicable) the Investor and Winsway Resources (together with its associates (as defi ned under The Code on Takeovers and Mergers of Hong Kong) who hold Shares) will not be deemed to be parties acting in concert.

If any of the above conditions have not been fulfi lled or waived on or before 30 September 2012 (or such other date as agreed in writing by the parties), the Share Sale and Purchase Agreement may be terminated by any of the parties to it.

2

Mr. Wang has indicated to the Company that he intends to resign from the position of Chairman of the Board and Director upon Completion, and intends to continue to serve as the Honorary Chairman of the Company and provide consultancy services to the Company for a period of one year after Completion. Mr. Wang has agreed to vote his Shares after Completion in favour of the appointment of up to fi ve additional executive Directors (it being understood by the Board that a total of three existing executive Directors including Mr. Wang will resign upon or following Completion) that might be nominated by the Investor to the Board following Completion.

In addition, pursuant to the Share Sale and Purchase Agreement, Mr. Wang and Winsway Resources have agreed to use reasonable endeavours to (i) procure that two of the existing fi ve executive Directors of the Company remain as executive Directors of the Company for a period of one year after Completion; and (ii) maintain the stability of the personnel of key departments of the Company, including the logistics, sales and marketing, commercial intelligence and operations departments, so as to maintain the stable and continuous operation of the Company.

The Board is considering arrangements as to management succession and in particular Mr. Wang as Chairman and CEO and will make further public disclosure in this respect in due course.

IMPLICATIONS UNDER THE NOTES

As Mr. Wang’s benefi cial shareholding in the Company would fall below 35% upon Completion, this would constitute a “Change of Control” under the terms of the Notes. If there is an occurrence of any Rating Decline (as defi ned under the Notes), that would constitute a “Change of Control Triggering Event” under the terms of the Notes, under which the Company would be obliged, within 30 days after the occurrence of such event, to make an offer to buy back all the outstanding Notes at a price of 101% of the principal amount of the Notes plus accrued and unpaid interest.

The Board has been notifi ed by Mr. Wang that there is currently no agreement for the sale of the Shares owned by him other than the Target Shares.

The Company will ascertain what consents or waivers are required under its existing agreements and arrangements that would be impacted by the Transaction and will use its reasonable endeavours to obtain the same.

As the Completion is conditional upon the fulfi llment or waiver of certain conditions precedent, there is no assurance that such conditions will be fulfi lled or waived or that Completion will occur. Shareholders and prospective investors are advised to exercise caution when dealing in the Shares.

3

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning:

“Board”	the board of Directors
“Company”	WinswayCokingCoalHoldingsLimited,acompany
	incorporated in the British Virgin Islands with limited liability,
	the shares of which are listed on the Main Board of The Stock
	Exchange of Hong Kong Limited (Stock Code: 1733)
“Completion”	completion of the Transaction in accordance with the terms of the
	Share Sale and Purchase Agreement
“Directors”	the directors of the Company
“Investor”	Aluminum Corporation of China Limited (中國鋁業股份有限
	公司), a joint stock limited company established in the People’s
	Republic of China with limited liability, the A shares, H shares
	and American Depositary Receipts of which are listed on the
	Shanghai Stock Exchange (Stock Code: 601600), The Stock
	Exchange of Hong Kong Limited (Stock Code: 2600) and the
	New York Stock Exchange, Inc. (NYSE: ACH), respectively
“Listing Rules”	The Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“Mr. Wang”	Mr. Wang Xingchun, the Chairman and Chief Executive Off cer
	of the Company and ultimate controlling shareholder of the
	Company as at the date of this announcement
“Notes”	the 8.50% senior notes due 2016 in the aggregate principal
	amount of US$500 million issued by the Company in April 2011
“Shares”	ordinary share(s) with no par value of the Company
“Shareholder(s)”	holder(s) of the Shares
“Share Sale and	the Share Sale and Purchase Agreement dated 23 April 2012 and
Purchase Agreement”	entered into among the Investor (as the purchaser), Winsway
	Resources (as the seller) and Mr. Wang (as the guarantor) in
	relation to the Transaction

4

“Target Shares”

1,128,186,410 Shares to be acquired by the Investor from Winsway Resources pursuant to the Share Sale and Purchase Agreement

“Transaction”

the acquisition of the Target Shares by the Investor from Winsway Resources pursuant to the Share Sale and Purchase Agreement

• “Winsway Resources”

Winsway Resources Holdings Limited, a company incorporated under the laws of the British Virgin Islands

By order of the Board of Winsway Coking Coal Holdings Limited Cao Xinyi Company Secretary

23 April 2012

As at the date of this announcement, the executive directors of the Company are Mr. Wang Xingchun, Ms. Zhu Hongchan, Mr. Yasuhisa Yamamoto, Mr. Apolonius Struijk and Mr. Cui Yong, the non-executive directors of the Company are Mr. Delbert Lee Lobb, Jr., Mr. Liu Qingchun and Mr. Lu Chuan and the independent non-executive directors are Mr. James Downing, Mr. Ng Yuk Keung, Mr. Wang Wenfu and Mr. George Jay Hambro.

5