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E-Commodities Holdings Limited Capital/Financing Update 2016

Jun 28, 2016

50127_rns_2016-06-28_c4316985-5826-4037-afe6-939f1b8d7d50.pdf

Capital/Financing Update

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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 it 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)

SUPPLEMENTAL ANNOUNCEMENT IN RELATION TO THE ANNOUNCEMENT ON THE RESULTS OF THE RIGHTS ISSUE

Reference is made to the announcement of the Company dated 27 June 2016 in relation to, among other things, results of the Rights Issue and distribution of Scheme Consideration (the ‘‘Announcement’’). Capitalised terms used herein shall have the same meaning ascribed to them in the Announcement unless otherwise specified.

The Board of the Company noted that there are inadvertent typographical errors in the Announcement regarding the figures of the core connected persons and the paragraph under the heading ‘‘Shareholding Structure of the Company’’ should be amended as follows:

SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the shareholding structure of the Company immediately before and after completion of the Rights Issue is as follows:

Name of Shareholder
Controlling Shareholder Group
Underwriter
Core connected persons
Sub-total7
Sub-underwriter
Other public Shareholders
Bondholders
Total
Immediately before completion of the Rights Issue
(including the issuance of the Initial Anti-dilution
Shares) and the Debt Restructuring (including the
issuance of the Initial Scheme Shares)
No. of Consolidated
Shares
Approximate % of the
total issued Shares
75,912,505
40.24%


354,1505
0.19%
76,266,655
40.43%


112,393,271
59.57%


188,659,926
100.00%
Immediately after completion of the Rights Issue
(including the issuance of the Initial Anti-dilution
Shares) and the Debt Restructuring (including the
issuance of the Initial Scheme Shares)1, 2
No. of Consolidated
Shares
Approximate % of the
total issued Shares
75,912,505
3.71%
1,016,495,873
49.70%
3,000,9626
0.14%
1,095,409,340
53.55%3

0%3
627,344,559
30.67%
322,706,001
15.78%4
2,045,459,900
100.00%

– 1 –

Notes:

  1. Takes no account of any Consolidated Shares that may be issued by the Company in settlement of any CVRs.

  2. The Scheme Shares will be issued in two instalments on the Initial Distribution Date and the Final Distribution Date. The Initial Scheme Shares and the Initial Anti-dilution Shares will be issued on the Initial Distribution Date, the Company will issue the remaining Scheme Shares and the remaining Antidilution Shares on the Final Distribution Date.

  3. There has been no subscription of Rights Shares under sub-underwriting arrangement between Famous Speech and a third party independent of the Company, its connected persons and their associates as the level of subscription of Rights Shares by Famous Speech did not result in the Company failing to meet its public float obligation under the Listing Rules.

  4. For the avoidance of doubt, the Scheme Shares which will be issued to the Bondholders will constitute part of the public float.

  5. The core connected persons consist of (i) Mr. James Downing and Mr. George Jay Hambro, both of whom are independent non-executive Directors, holding 16,450 Consolidated Shares and 28,650 Consolidated Shares representing approximately 0.01% and 0.02%, respectively, of the total number of Consolidated Shares in issue immediately before completion of the Rights Issue (including the issuance of the Initial Anti-dilution Shares) and the Debt Restructuring (including the issuance of the Initial Scheme Shares); and (ii) Computershare Hong Kong Trustees Limited, in connection with the RSU Scheme, as trustee, holding 309,050 Consolidated Shares representing approximately 0.16% of the total number of the Consolidated Shares in issue immediately before completion of the Rights Issue (including the issuance of the Initial Anti-dilution Shares) and the Debt Restructuring (including the issuance of the Initial Scheme Shares).

  6. The core connected persons consist of (i) Mr. James Downing and Mr. George Jay Hambro, both of whom are independent non-executive Directors, holding 150,213 Consolidated Shares and 28,650 Consolidated Shares representing approximately 0.0073% and 0.0014%, respectively, of the total number of Consolidated Shares in issue immediately after completion of the Rights Issue (including the issuance of the Initial Anti-dilution Shares) and the Debt Restructuring (including the issuance of the Initial Scheme Shares); and (ii) Computershare Hong Kong Trustees Limited, in connection with the RSU Scheme, as trustee, holding 2,822,099 Consolidated Shares representing approximately 0.1380% of the total number of the Consolidated Shares in issue immediately after completion of the Rights Issue (including the issuance of the Initial Anti-dilution Shares) and the Debt Restructuring (including the issuance of the Initial Scheme Shares).

  7. The sub-total of the number of Consolidated Shares held by the Underwriter and its concert parties (including the Controlling Shareholder Group) and the core connected persons.

Except as stated above, all the information in the Announcement remains unchanged.

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

Hong Kong, 28 June 2016

– 2 –

As at the date of this announcement, the executive Directors are Ms. Cao Xinyi, Ms. Zhu Hongchan, and Mr. Wang Yaxu, 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.

– 3 –