E-Commodities Holdings Limited — Proxy Solicitation & Information Statement 2016

Apr 25, 2016

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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 United Conference Centre & Business Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 16 May 2016 at 10:00 a.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 extraordinary general meeting of the Company to be held on Monday, 16 May 2016 at 10:00 a.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 meanings as those defined in the Company’s circular dated 25 April 2016 (the ‘‘Circular’’).

	Special Resolution	For	Against
1.	To approve the Amendment of Articles as set out in Special Resolution 1 in the Company’s
	notice convening the extraordinary general meeting (the ‘‘Notice’’) as set out in the Circular
	Ordinary Resolutions
2.	To approve the Share Consolidation as set out in Ordinary Resolution 2 in the Notice
3.	To approve the Underwriting Agreement, the allotment and issue of the Rights Shares and the
	Anti-dilution Shares and the transactions contemplated thereunder as set out in Ordinary
	Resolution 3 in the Notice
4.	To approve the terms of the application for the Whitewash Waiver as set out in Ordinary
	Resolution 4 in the Notice
5.	To approve the allotment and issue of the Scheme Shares as set out in Ordinary Resolution 5 in
	the Notice
6.	To approve the issue of the CVRs and the issue and allotment of the CVR Shares as set out in
	Ordinary Resolution 6 in the Notice
7.	To approve the Specific Mandate as set out in Ordinary Resolution 7 in the Notice
8.	To approve the CVR Specific Mandate as set out in Ordinary Resolution 8 in the Notice
9.	To approve the payment of the Consent Fee and the distribution of the Scheme Consideration as
	set out in Ordinary Resolution 9 in the Notice

Dated: 2016 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 (P) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (P) 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.

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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 Circular.