E-Commodities Holdings Limited — Capital/Financing Update 2014

Jul 22, 2014

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)

Grant of Share Options

The Board announces that on 22 July 2014, the Company granted a total of 111,400,000 Share Options to the Grantees pursuant to its Share Option Scheme.

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

The board of directors (the “ Board ”) of Winsway Enterprises Holdings Limited (the “ Company ”) announces that the Company granted share options (the “ Share Options ”) to certain eligible persons (the “ Grantees ”) under the share option scheme adopted by the Company on 6 June 2014 (“ Share Option Scheme ”), to subscribe for ordinary shares with no par value in the share capital of the Company (the “ Shares ”). The details of such grant are as follows:

Date of grant:

22 July 2014 (the “ Date of Grant ”)

Number of Share Options granted:

111,400,000 Share Options, each Share Option entitling the Grantees to subscribe for one Share

Exercise price of Share Options granted:

HK$0.420 per Share (being the higher of (i) the average closing price per Share for the five consecutive trading days prior to the Date of Grant and (ii) the closing price per Share on the Date of Grant)

Closing price of the Shares on the Date of Grant:

HK$0.420 per Share

Validity and exercise period of the Share Options:

The Share Options granted to each Grantee shall be valid for 5 years commencing from the Date of Grant and exercisable during the relevant period to the extent the Share Options have vested.

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Vesting Period of the Share Options:

The Share Options will vest every six months over a period of four years commencing from 1 October 2014 (“ Initial Vesting Date ”) in equal portions (12.5% each, rounded up to the nearest whole Share Option) and on the 1st day of April and October of each year (each a “ Vesting Date ”) after the Initial Vesting Date.

Vesting of the Share Options is subject to the Grantee completing a satisfactory performance appraisal according to a set of pre-determined performance conditions set by the Board for each 6-month period ending immediately before the Initial Vesting date or the Vesting Date, as applicable; provided that any Share Options which should have vested on the Initial Vesting Date or a Vesting Date but for the failure to complete satisfactorily (in whole or in part) the relevant performance appraisal, shall accumulate, at the discretion of the Board (with or without imposing any additional performance and vesting requirements), and such accumulated Share Options will vest on the Vesting Date immediately following the first performance appraisal to be satisfactorily completed thereafter.

Such pre-determined performance conditions shall consist of the following four components, each relating to the Company and being linked to 25% of the Share Options subject to vesting at the relevant period:

• (1) budget conditions;

• (2) operation conditions;

• (3) business development conditions; and

• (4) health, safety and environmental conditions.

The Board engaged an independent professional advisor to conduct an independent review of the Share Option Scheme who concluded that the Share Option Scheme adopted by the Company is a well-designed tool to incentivize and retain key personnel, and to align their interests with those of the Company’s shareholders.

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Among the 111,400,000 Share Options granted, 46,000,000 Share Options have been granted to executive directors of the Company with details as follows:

		Number of
Name	Position in the Company	Share Options granted
Zhu Hongchan	Executive Director/	13,000,000
	Executive Vice President
Ma Li	Executive Director/	13,000,000
	Executive Vice President
Wang Chang Qing	Executive Director/	10,000,000
	Executive Vice President
Yasuhisa Yamamoto	Executive Director/	10,000,000
	Executive Vice President

In accordance with Rule 17.04(1) of the Listing Rules, the grant of the Share Options to the executive directors of the Company has been approved by the independent non-executive directors of the Company.

Save as disclosed above, none of the Grantees is a director, chief executive or substantial shareholder of the Company, or an associate (as defined in the Listing Rules) of any of them.

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

Hong Kong, 22 July 2014

As at the date of this announcement, the executive directors of the Company are Mr. Wang Xingchun, Ms. Zhu Hongchan, Mr. Yasuhisa Yamamoto, Ms. Ma Li and Mr. Wang Changqing, the non-executive directors of the Company are Mr. Daniel J. Miller, Mr. Liu Qingchun and Mr. Lu Chuan and the independent non-executive directors of the Company are Mr. James Downing, Mr. Ng Yuk Keung, Mr. Wang Wenfu and Mr. George Jay Hambro.

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