E-Commodities Holdings Limited — Proxy Solicitation & Information Statement 2017

Aug 15, 2017

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E-COMMODITIES HOLDINGS LIMITED

易 大 宗 控 股 有 限 公 司

(formerly known as ‘‘WINSWAY ENTERPRISES HOLDINGS LIMITED 永暉實業控股股份有限公司’’) (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 E-Commodities Holdings Limited (the ‘‘Company’’) to be held at 1804A, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong, on Wednesday, 6 September 2017 at 3:00 p.m. and at any adjournment of the meeting (the ‘‘EGM’’).

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 EGM of the Company to be held on Wednesday, 6 September 2017 at 3:00 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 thinks fit[(note][4)] .

Unless otherwise indicated, capitalised terms used herein shall have the meaning as those defined in the Company’s circular dated 15 August 2017 (the ‘‘Circular’’).

	Special Resolutions	Special Resolutions	Special Resolutions	For	Against
1.		the existing memorandum of association (‘‘Memorandum of Association’’) of the Company be amendedin the following manner:by deleting clause 7.4 of the Memorandum of Association in its entirety.
2.		each and every issue of shares of the Company, following the Company’s initial public offering andlisting on The Stock Exchange of Hong Kong Limited on 11 October 2010, made, or to be made,pursuant to a general mandate or specific mandate granted by shareholders of the Company prior to thedate of this resolution to the directors of the Company (including without limitation, the proposed issueof shares in connection with the bonds and warrants contemplated under the subscription agreementdated 1 June 2017 entered into by the Company and, among others, Lord Central Opportunity VIILimited as subscriber), be and is hereby ratified, approved and confirmed.
Dated:Notes:1.2.3.4.5.6.7.8.9.10.	2017Signature (note 5)Please insert full name(s) and address(es) in BLOCK CAPITALS as shown in the register of members of the Company.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 theCompany registered in your name(s).Please insert the name and address of the proxy. If no name is inserted, the Chairman of the Meeting will act as your proxy.IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (P) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘FOR’’. IF YOUWISH TO VOTE AGAINST A RESOLUTION, TICK (P) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘AGAINST’’. If you do not indicatehow 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/herdiscretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.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 ofan officer, attorney or other person duly authorised to sign the same.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 asif he was 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 sopresent 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, seniorityshall 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.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 suchpower or authority, shall be lodged with the Company’s registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, HopewellCentre, 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 thecase may be).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 toattend 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 ofthe Company. A Shareholder may appoint any number of proxies to attend in his stead at any one general meeting.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 proxyshall be deemed to be revoked.ANY ALTERATION MADE TO THIS FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

1. 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.