E153663A_Winsway 1..2

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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)

COMPLETION OF THE MAJOR TRANSACTION -

DISPOSAL OF 42.74% INTEREST IN

GRANDE CACHE COAL CORPORATION AND GRANDE CACHE COAL LP

The Company is pleased to announce that following the approval by the Shareholders of the Company at the EGM held on 17 July 2015 and fulfilment or waiver of other conditions precedents as set out in the Sale and Purchase Agreement, completion of the Disposal took place on 2 September 2015.
Reference is made to the announcements of Winsway Enterprises Holdings Limited (the

''Company'') dated 19 November 2014, 2 December 2014, 8 December 2014, 1 January

2015, 9 April 2015, 15 April 2015, 13 May 2015, 29 May 2015, 30 June 2015 and 21 July
2015 in relation to, among other things, the major transaction in connection with the disposal of 42.74% interest in Grande Cache Coal Corporation and Grande Cache Coal LP (the ''Announcements'') and the circular dated 30 June 2015 (the ''Circular''). Capitalised terms used in this announcement shall bear the same meanings as those defined in the Announcements and Circular unless the context requires otherwise.
On 14 November 2014, the Seller, the Purchaser and Purchaser Guarantor entered into the Sale and Purchase Agreement pursuant to which the Purchaser has conditionally agreed to acquire and the Seller has conditionally agreed to sell the Sale Interests in accordance with the terms and conditions of the Sale and Purchase Agreement.
The Company is pleased to announce that all the conditions precedent to the completion of the Disposal have either been satisfied or waived pursuant to the Sale and Purchase Agreement, and following the approval by the Shareholders of the Company at the EGM held on 17 July 2015, completion of the Disposal took place on 2 September 2015.

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Upon the completion of the Disposal and pursuant to a settlement side letter dated 2
September 2015 entered into between the Seller, the Purchaser, GCC and GCC LP
acknowledged by the Purchaser Guarantor and Marubeni Seller, GCC is indirectly held as to
14.69% by the Company and as to 85.31% by the Purchaser Guarantor, and GCC LP is indirectly held as to 14.685% by the Company and as to 85.305% by the Purchaser Guarantor, which reflects the adjustment to the ownership of GCC and GCC LP made in accordance with the parties' respective obligations to make capital contribution under the Amended and Restated Unanimous Shareholders Agreement.
Following the completion of the Disposal, GCC and GCC LP have ceased to be the subsidiaries of the Company.
By Order of the Board of
Winsway Enterprises Holdings Limited
Cao Xinyi
Company Secretary
Hong Kong, 2 September 2015
As at the date of this announcement, the executive directors of the Company are Mr. Wang Xingchun, Ms. Zhu Hongchan, Mr. Andreas Werner, Ms. Ma Li and Mr. Wang Changqing, the non-executive director of the Company is Mr. Lu Chuan and the independent non- executive Directors are Mr. James Downing, Mr. Ng Yuk Keung, Mr. Wang Wenfu and Mr. George Jay Hambro.

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