Winsway Coking Coal Holdings Limited

Offering Memorandum Strictly confidential Winsway Coking Coal Holdings Limited (incorporated with limited liability under the laws of the British Virgin Islands) US$500,000,000 8.50% Senior Notes due 2016 Issue price: 100% and accrued interest, if any Winsway Coking Coal Holdings Limited, (the “Company”), a company with limited liability under the laws of the British Virgin Islands, is issuing US$500,000,000 8.50% Senior Notes due 2016 (the “Notes” and, such issue, the “Offering”). The Notes will bear interest from 8 April 2011 at 8.50% per annum payable semi-annually in arrears on 8 April and 8 October of each year, beginning 8 October 2011. The Notes will mature on 8 April 2016. The Notes are senior obligations of the Company guaranteed by our existing subsidiaries (the “Subsidiary Guarantors”) (such guarantees provided by the Subsidiary Guarantors, the “Subsidiary Guarantees”) other than those organized under the laws of the PRC and Winsway Coking Coal Macao (as defined herein). The Company may at its option redeem the Notes, in whole or in part, at any time on or after 8 April 2014, at redemption prices set forth in this Offering Memorandum plus accrued and unpaid interest, if any, to the redemption date. At any time and from time to time prior to 8 April 2014, the Company may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds of one or more sales of common stock of the Company at a redemption price of 108.5% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the redemption date. In addition, the Company may redeem the Notes, in whole but not in part, at any time prior to 8 April 2014, at a price equal to 100% of the principal amount of the applicable Notes plus a premium as set forth in this Offering Memorandum. Upon the occurrence of a Change of Control Triggering Event (as defined herein), the Company must make an offer to repurchase all Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. The Notes will (1) rank senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes, (2) at least pari passu in right of payment with all other unsecured, unsubordinated Indebtedness of the Company (subject to any priority rights of such unsubordinated Indebtedness pursuant to applicable law), (3) effectively subordinated to all existing and future obligations of the Non-Guarantor Subsidiaries (as defined herein), and (4) effectively subordinated to all existing and future secured obligations of the Company to the extent of the collateral securing such obligations (other than the Collateral (as defined herein) securing the Notes). However, applicable law may limit the enforceability of the Subsidiary Guarantees and the pledge of any Collateral. See “Risk Factors—Risks Relating to the Subsidiary Guarantees and the Collateral.” For a more detailed description of the Notes, see “Description of the Notes” beginning on page 169. Approval in-principle has been received from the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for the listing and quotation of the Notes on the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made, or opinions expressed or reports contained in this Offering Memorandum. Admission of the Notes to the Official List of the SGX-ST and quotation of the Notes on the SGX-ST are not to be taken as an indication of the merits of the Company, its respective subsidiaries or associated companies or the Notes. Investing in the Notes involves significant risks. See “Risk factors” beginning on page 22. The Notes and the Subsidiary Guarantees have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold by the Initial Purchasers (as defined herein) only (1) to qualified institutional buyers in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A thereunder (“Rule 144A”) and (2) outside the United States in compliance with Regulation S under the Securities Act (“Regulation S”). For a description of these and certain further restrictions on offers, sales and transfers of the Notes and the distribution of this Offering Memorandum, see “Transfer Restrictions” and “Plan of Distribution” beginning on page 267. It is expected that the delivery of the Notes will be made through the facilities of The Depository Trust Company on or about 8 April 2011 in New York, New York against payment therefor in immediately available funds. Joint Bookrunners and Joint Lead Managers Deutsche Bank BofA Merrill Lynch Goldman Sachs (Asia) L.L.C. ICBC International The date of this Offering Memorandum is 1 April 2011. TABLE OF CONTENTS Important Information .................. ii Corporate Structure ..................... 91 Presentation of Financial and Other Industry Overview ..................... 93 Information ......................... vi Our Business ......................... 129 Definition ............................ vii Description of Other Material Indebtedness ... 161 Glossary ............................. xvii Description of the Notes ................. 169 Summary ............................ 1 Regulations ........................... 232 Summary of the Offering ................ 15 Directors and Management ............... 243 Selected Consolidated Financial Data ....... 20 Principal Shareholders .................. 252 Risk Factors .......................... 22 Related Party and Connected Transactions ... 253 Use of Proceeds ....................... 58 Taxation ............................. 259 Exchange Rate Information ............... 59 Transfer Restrictions .................... 267 Capitalization ......................... 61 Plan of Distribution ..................... 269 Selected Consolidated Financial and Other Ratings .............................. 273 Data .............................. 62 Legal Matters ......................... 274 Management’s Discussion and Analysis of Independent Auditors ................... 275 Financial Condition and Results of Listing and General Information ........... 276 Operations ......................... 64 Index to Consolidated Financial Statements ... F-1 i IMPORTANT INFORMATION This Offering Memorandum (the “Offering Memorandum”) does not constitute an offer to sell, or a solicitation of an offer to buy, to any person in any jurisdiction to whom it is unlawful to make the offer or solicitation in such jurisdiction. Investors should rely only on the information contained in this Offering Memorandum. We have not, and the Joint Bookrunners and the Joint Lead Managers have not, authorized any other person to provide investors with different information. If anyone provides any investor with different or inconsistent information, such investor should not rely on it. No representation or warranty, express or implied, is made or given by the Joint Bookrunner or the initial purchasers as to the accuracy or completeness of the information contained in this Offering Memorandum. Nothing contained in this Offering Memorandum is, or should be relied upon as, a promise or representation by the Joint Bookrunner or the initial purchasers as to the past or future. We have furnished the information contained in this Offering Memorandum. Each investor should assume that the information appearing in this Offering Memorandum is accurate only as of the date on the front cover of this Offering Memorandum. Our business, financial condition or results of operations may have changed since that date. Market data and certain industry forecasts and statistics in this Offering Memorandum have been obtained from both public and private sources, including market research, publicly available information and industry publications. Such information has not been independently verified by us, the Joint Bookrunner or the initial purchasers or our or the Joint Bookrunners’ or the initial purchasers’ respective directors and advisors, and neither we, the Joint Bookrunners, the initial purchasers nor our or the Joint Bookrunners’ or the initial purchasers’ respective directors and advisors make any representation as to the accuracy or completeness of such information. This Offering Memorandum summarizes certain documents and other information, and investors should refer to them for a more complete understanding of what is discussed in this Offering Memorandum. In making an investment decision, each investor must rely on its own examination of the Group and the terms of the offering and the Notes and Subsidiary Guarantees, including the merits and risks involved. Prospective purchasers are hereby notified that sellers of the securities (the Notes and the Subsidiary Guarantees) may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. We are not, and the Joint Bookrunners and the initial purchasers are not, making an offer to sell the securities (the Notes and the Subsidiary Guarantees) in any jurisdiction except where an offer or sale is permitted. The distribution of this Offering Memorandum and the offering of the securities (the Notes and

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