E-Commodities Holdings Limited — Capital/Financing Update 2015

Dec 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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

==> picture [60 x 41] 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)

INSIDE INFORMATION

MONTHLY UPDATE ON THE PROPOSED RESTRUCTURING PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE AND CONTINUOUS SUSPENSION OF TRADING

This announcement is made by Winsway Enterprises Holdings Limited (the ‘‘Company’’) pursuant to Rule 3.7 of The Codes on Takeovers and Mergers and Share Repurchases (the ‘‘Takeovers Code’’), Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcements of the Company dated 26 November 2015 and 22 December 2015 (the ‘‘Announcements’’) in relation to, amongst others, entering into the Restructuring Support Agreement on 25 November 2015 and the discussion relating to the possible Rights Issue involving application for Whitewash Waiver. Capitalised terms used in this announcement shall bear the same meanings as those defined in the Announcements unless the context requires otherwise.

The board of directors of the Company (the ‘‘Board’’) would like to announce that it understands that Bondholders holding more than 77% of the outstanding principal amount of the Senior Notes had acceded to the Restructuring Support Agreement by 5:00 p.m. (Hong Kong time) on 23 December 2015 (the ‘‘Consent Fee Deadline’’). As the Bondholders will be aware, the Consent Fee Deadline was the deadline for the Bondholders to complete and return the duly completed and executed accession letters in respect of the Restructuring Support Agreement if they wished to be eligible for the Consent Fee. As such, on completion of the Debt Restructuring, the Consent Fee will be shared pro rata among these Bondholders.

– 1 –

Save for the above, there is no further update on the Rights Issue and/or the Debt Restructuring.

CONTINUOUS SUSPENSION OF TRADING

At the request of the Company, trading in the Shares has been suspended with effect from 9:00 a.m. on 31 August 2015, pending the publication of the Interim Results. Trading in the Shares will remain suspended until further notice.

Further announcement(s) will be made in respect of any further development with regard to the possible Rights Issue and/or the Debt Restructuring as and when necessary in accordance with the Listing Rules and the Takeovers Code.

There is no assurance that the possible Rights Issue will either materialise or eventually be consummated. Accordingly, there is no certainty that a decision will be made by the Company to proceed with the Rights Issue. In any event, if the possible Rights Issue materialises, its completion and the completion of the Debt Restructuring would be expected to be inter-conditional. If the possible Rights Issue does not materialise, the Company will need to seek to continue exploring other solutions with the Steering Committee to effect the Debt Restructuring (or a substantially similar transaction) and any other potential investor(s) to effect the Restructuring as a whole. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company, and if in any doubt, they should consult their professional advisers.

By order of the Board Winsway Enterprises Holdings Limited Cao Xinyi Chief Executive Officer and Company Secretary

Hong Kong, 28 December 2015

As at the date of this announcement, the executive Directors of the Company are Ms. Cao Xinyi, Ms. Zhu Hongchan, Mr. Wang Yaxu, and Mr. Feng Yi, the non-executive Director is 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.

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

– 2 –