E-Commodities Holdings Limited — Proxy Solicitation & Information Statement 2013

Apr 29, 2013

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)

PROXY FORM

Form of proxy for use at the Annual General Meeting of Winsway Coking Coal Holdings Limited (the “Company”) to be held at Ballroom C, 5/F, Island Shangri-la, Pacifi c Place, Supreme Court Road, Central, Hong Kong on Thursday, 27 June 2013 at 1 p.m. and at any adjournment of the meeting.

I/We, (note 1)

of

being registered holder(s) of (note 2) hereby appoint (note 3) of

, shares of no par value of the Company,

or failing him/her, the Chairman of the meeting as my/our proxy to attend and vote on my/our behalf at the Annual General Meeting of the Company to be held on Thursday, 27 June 2013 at 1 p.m. for the purpose of considering and, if thought fi t, passing the resolutions as set out in the notice convening the said meeting and at such meeting (or at any adjournment thereof) to vote for me/us and on my/ our behalf in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fi t (note 4).

Unless otherwise indicated, capitalised terms used herein shall have the meaning as those defi ned in the Company’s circular dated 30 April 2013 (the “Circular”).

	Ordinary Resolutions	For	Against
1.	To receive and consider the audited consolidated f nancial statements and the Directors’Report and the Independent Auditor’s Report for theyear ended 31 December 2012.
2.	(1)To re-elect Mr. WangXingchun as a Director.
	(2)To re-elect Ms. Zhu Hongchan as a Director.
	(3)To re-elect Mr. Yasuhisa Yamamoto as a Director.
	(4)To re-elect Mr. Cui Yongas a Director.
	(5)To re-elect Ms. Ma Li as a Director.
	(6)To re-elect Mr. Daniel J. Miller as a Director.
	(7)To authorise the Board of Directors to f x the remuneration of the Directors.
3.	To re-appoint Messrs. KPMG, Certif ed Public Accountants, as auditors of the Company(the “Auditors”)and to authorise the Board of Directors to f x the Auditors’ remuneration.
4.	(A)To give a general mandate to the Directors to allot, issue and deal with additionalshares of the Company not exceeding 20 per cent. of the existing issued shares ofthe Company (the “General Mandate”).
	(B)To give a general mandate to the Directors to repurchase shares of the Companynot exceeding 10 per cent. of the existing issued shares of the Company (the“Repurchase Mandate”).
	(C)To issue under the General Mandate an additional number of shares representing thenumber of shares repurchased under the Repurchase Mandate.
	(D)To give a general mandate to the Directors to allot, issue and deal with additionalshares of the Company under the Restricted Share Unit Scheme.

Dated:

Signature (note 5)

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS as shown in the register of members of the Company.

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to be related to all the shares of the Company registered in your name(s).

3. Please insert the name and address of the proxy. If no name is inserted, the Chairman of the Meeting will act as your proxy.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK ( ✓ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK ( ✓ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This form must be signed by you or your attorney authorised in writing or, in the case of a corporation, must be either executed under its seal or under the hand of an offi cer, attorney or other person duly authorised to sign the same.

6. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.

7. To be valid, this completed and signed proxy form and the relevant power of attorney (if any) or other authority (if any), or a notarially certifi ed copy of such power or authority, shall be lodged with the Company’s registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting (as the case may be).

8. A Shareholder entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the Shareholder to speak at the meeting. A proxy need not be a member of the Company. A Shareholder may appoint any number of proxies to attend in his stead at any one general meeting.

9. Delivery of this form of proxy shall not preclude you from attending and voting in person at the meeting or poll concerned and, in such event, this form of proxy shall be deemed to be revoked.

10. ANY ALTERATION MADE TO THIS FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

11. The description of the resolutions is by way of summary only. The full text appears in the notice convening the meeting, which is set out in the Company’s circular dated 30 April 2013.