E-Commodities Holdings Limited — Proxy Solicitation & Information Statement 2015

Jul 1, 2015

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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)

PROXY FORM

Form of proxy for use at the Extraordinary General Meeting of Winsway Enterprises Holdings Limited (the “ Company ”) to be held at Room No. 2, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong, on Friday, July 17 2015 at 14:00 p.m. and at any adjournment of the meeting.

I/We, (note 1)

of,

being registered holder(s) of (note 2) of

shares of no par value of the Company, hereby appoint (note 3)

or failing him/her, the Chairman of the meeting as my/our proxy to attend and vote on my/our behalf at the Extraordinary General Meeting of the Company to be held on Friday, July 17 2015 at 14:00 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 June 2015 (the “ Circular ”).

	Resolutions of Members	For	Against
1.	(A) the sale and purchase agreement dated 14 November 2014 entered into between 0925165 B.C. Ltd (the “Seller”), a non-wholly owned subsidiary of the Company, Up Energy Resources Company Limited (the “Purchaser”) and Up Energy Development Group Limited (the“Purchaser Guarantor”) in relation to the disposal (the “Disposal”) by the Seller of 42.74% interest in Grande Cache Coal Corporation and Grande Cache Coal LP (“Sale and Purchase Agreement”) (a copy of which has been produced to this meeting marked “A” and initialled by the chairman of this meeting for the purpose of identification) and all the transactions contemplated thereunder and agreements entered into by the Company in connection therewith, including but not limited to, the Buy-back Right Agreement, Marketing Agency Agreement, Amended and Restated Partnership Agreement and Amended and Restated USA set out in the circular to shareholders of the Company dated 30 June 2015 (“Circular”), be and are hereby confirmed, approved and ratified (as the case may be); and
	(B) the directors of the Company be and are hereby authorised, for and on behalf of the Company, and any member of its subsidiaries, to approve, execute, deliver and exercise all documents, and to affix the seal of the Company or the relevant subsidiary thereon where required in accordance with the articles of association of the Company or the relevant subsidiary, and do all such acts, matters and things as they in their absolute discretion consider necessary, desirable or expedient to carry out and give effect to any or all transactions contemplated, and the exercise or enforcement of rights, under the Sale and Purchase Agreement or documents contemplated thereunder or in connection therewith, including but not limited to, the Buy-back Right Agreement, Marketing Agency Agreement, Amended and Restated Partnership Agreement and Amended and Restated USA set out in the Circular, and to make and agree such variations to the Sale and Purchase Agreement or documents contemplated thereunder or in connection therewith, including but not limited to, the Buy-back Agreement, Marketing Agency Agreement, Amended and Restated Partnership Agreement and Amended and Restated USA set out in the Circular, as they in their absolute discretion may deem necessary, desirable or appropriate and in the interests of the Company.

Dated: 2015 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 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.

10. 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 June 2015.