E-Commodities Holdings Limited — Proxy Solicitation & Information Statement 2014

Apr 30, 2014

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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 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong, on Friday, 6 June 2014 at 2 p.m. and at any adjournment of the meeting.

I/We, (note 1) of ,

being registered holder(s) of (note 2) shares of no par value of the Company, hereby appoint (note 3)

of

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 Friday, 6 June 2014 at 2 p.m. for the purpose of considering and, if thought fit, 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 this fit (note 4) .

Unless otherwise indicated, capitalised terms used herein shall have the meaning as those defined in the Company’s circular dated 30 April 2014 (the “Circular”).

	Ordinary Resolutions	For	Against
1.	To receive and consider the audited consolidated financial statements and theDirectors’ Report and the Independent Auditor’s Report for the year ended 31December 2013.
2.	(1)To re-elect Mr. Wang Changqing as a Director.
	(2)To re-elect Mr. Liu Qingchun as a Director.
	(3)To re-elect Mr. Lu Chuan as a Director.
	(4)To re-elect Mr. James Downing as a Director.
	(5)To re-elect Mr. George Jay Hambro as a Director.
	(6)To authorise the Board of Directors to fix the remuneration of theDirectors.
3.	To re-appoint Messrs. KPMG, Certified Public Accountants, as auditors of theCompany (the “Auditors”) and to authorise the Board of Directors to fix theAuditors’ remuneration.
4.	(A)To give a general mandate to the Directors to allot, issue and deal withadditional shares of the Company not exceeding 20 per cent. of the existingissued shares of the Company (the “General Mandate”).
	(B)To give a general mandate to the Directors to repurchase shares of theCompany not exceeding 10 per cent. of the existing issued shares of theCompany (the “Repurchase Mandate”).
	(C)To issue under the General Mandate an additional number of sharesrepresenting the number of shares repurchased under the RepurchaseMandate.

	Ordinary Resolutions	Ordinary Resolutions	For	Against
	(D)To give a general mandate to the Directors to allot, issue and deal withadditional shares of the Company under the Restricted Share Unit Scheme.
	(E)To approve the adoption of the New Share Option Scheme of theCompany.
	Special Resolutions		For	Against
5.	(A)To approve the Change of Company Name from “Winsway Coking CoalHoldings Limited永暉焦煤股份有限公司” to “Winsway EnterprisesHoldings Limited永暉實業控股股份有限公司”.
	(B)To amend the existing Memorandum and Articles of AssociationCompany.	of the
Dated:	2014Signature_(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 ( 3 ) IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK ( 3 ) 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 officer, 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 certified 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 the 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 2014.