E-Commodities Holdings Limited — M&A Activity 2015

Jul 21, 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)

UPDATE ON THE MAJOR TRANSACTION — DISPOSAL OF 42.74% INTEREST IN GRANDE CACHE COAL CORPORATION AND GRANDE CACHE COAL LP

Reference is made to the announcements of Winsway Enterprises Holdings Limited (the ‘‘Company’’) dated 19 November 2014, 1 January 2015, 9 April 2015, 13 May 2015, 30 June 2015 and 17 July 2015 (the ‘‘Announcement’’) and the circular dated 30 June 2015 (the ‘‘Circular’’) in relation to, among other things, the major transaction in connection with the disposal of 42.74% interest in Grande Cache Coal Corporation and Grande Cache Coal LP. Capitalised terms used in this announcement shall bear the same meanings as those defined in the Announcements and the Circular unless the context requires otherwise.

Pursuant to the Sale and Purchase Agreement, certain Conditions of the Disposal should be satisfied or waived on or before the Longstop Date (being extended to 20 July 2015), or on or before such later date as the Parties may agree pursuant to the Sale and Purchase Agreement. As of the Longstop Date, certain Conditions have not been satisfied or waived by the Parties.

The Parties are negotiating in good faith regarding the outstanding Conditions and the Completion of the Sale and Purchase Agreement, including but not limited to, possible waiver of the relevant Conditions. In the meantime, the Purchaser and the Purchaser Guarantor will continue to provide funding to GCC Group in accordance with the terms of the Interim Support Agreement and the Amended and Restated Bridge Loan Agreement. As of the date of this announcement, the Company has not received any notice in relation to the exercise of right to terminate the Sale and Purchase Agreement by the Purchaser in accordance with the terms thereof.

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A further announcement by the Company will be made in relation to further development of the discussion among the Parties at the appropriate time in accordance with the requirements of the Listing Rules. Shareholders and potential investors should note that Completion is subject to the fulfillment or waiver of the Conditions set out in the Sale and Purchase Agreement. The Disposal may or may not be completed. Shareholders and potential investors should exercise caution when dealing in the Shares.

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

Hong Kong, 21 July 2015

As at the date of this announcement, the executive Directors of the Company are Mr. Wang Xingchun, Ms. Zhu Hongchan, Mr. Andreas Werner, Ms. Ma Li and Mr. Wang Changqing, the non-executive Directors of the Company are 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.

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