ELL Environmental Holdings Limited — Proxy Solicitation & Information Statement 2004

Aug 6, 2004

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SINOTRANS LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 598)

Form of proxy for use at the Extraordinary General Meeting (or at any adjournment thereof)

I/We[1]

being the registered holder(s) of[2]

of

shares

of RMB1.00 each in the capital of Sinotrans Limited (the ‘‘Company’’), HEREBY APPOINT[3] the chairman of the Extraordinary General Meeting, or

of as my/our proxy to attend for me/us at the Extraordinary General Meeting (and at any adjournment thereof) of the holders of shares of RMB1.00 each in the capital of the Company, to be held at Room 1607, Sinotrans Plaza A, A43, Xizhimen Beidajie, Haidian District, Beijing, the People’s Republic of China 100044 on Monday, 27th September, 2004 at 9: 00 a.m. for the purpose of considering and, if thought fit, passing the resolution 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 in my/our name(s) in respect of the said resolution as hereunder indicated.

		FOR4	AGAINST4
	Ordinary Resolution
1.to elect Company	Mr. Lu Zhengfei as independent non-executive director of the
	.
	Special Resolution
2.to amend	the articles of association of the Company.

Signature(s)[5]

Date

NOTES:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITAL.

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the chairman is preferred, strike out ‘‘the chairman of the Extraordinary General Meeting, or’’ and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE BOX MARKED ‘‘AGAINST’’. Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the said meeting other than those referred to in the notice convening the meeting.

5. A member of the Company entitled to attend and vote at the extraordinary general meeting convened by the above notice is entitled to appoint one or more proxies to attend and, on a poll, vote on his behalf. A proxy need not be a member of the Company.

6. The instrument appointing a proxy shall be in writing under the hand of the appointor or of a person authorised by the appointor in writing or if the appointor is a legal person, with under its seal or under the hand of its directors or its duly appointed agent.

7. In order to be valid, the form of proxy and the power of attorney (if any), under which it is signed or a notarially certified copy of that power of attorney or authority must be returned to the registered office of the Company at Sinotrans Plaza A, A43, Xizhimen Beidajie, Haidian District, Beijing, the People’s Republic of China 100044 not later than 24 hours before the time appointed for the holding of the extraordinary general meeting or any adjournment thereof.