ELL Environmental Holdings Limited — Proxy Solicitation & Information Statement 2005

Jun 29, 2005

NOTICE OF EXTRAORDINARY GENERAL MEETING

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Sinotrans Limited (the ‘‘Company’’ and together with its subsidiaries, the ‘‘Group’’) will be held at Room 1607, Sinotrans Plaza A, A43, Xizhimen Beidajie, Haidian District, Beijing 100044, the People’s Republic of China on Tuesday, 30th August, 2005 at 9: 00 a.m. for the purpose of considering, and, if though fit, passing with or without amendment, the following resolution which will be proposed as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT Mr. Miao Yuexin be elected as an independent non-executive director of the Company.’’

By order of the Board Company Secretary Gao Wei

Beijing, China 28th June, 2005

Registered Office

Sinotrans Plaza A A43, Xizhimen Beidajie Beijing Haidian District People’s Republic of China 100044

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. The register of members of the Company will be closed from 30th July, 2005 to 30th August, 2005, both days inclusive, during which period no share transfers will be registered. To qualify for attendance at the extraordinary general meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Branch Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of Shops 1712–1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4: 00 p.m. on 29th July, 2005, for registration.

2. Shareholders intending to attend the extraordinary general meeting shall give written notice of the same to the Company, which shall be lodged at the registered office of the Company on or before 4: 00 p.m. on 9th August, 2005.

3. Shareholders entitled to attend and vote at the extraordinary general meeting are entitled to appoint one or more persons (whether or not a shareholder of the Company) as their proxy to attend and vote on behalf of themselves.

4. In order to be valid, the form of proxy, together with a duly notarised power of attorney or other document of authority, if any, under which the form is signed must be deposited at the registered office of the Company not later than 24 hours before the time for holding the extraordinary general meeting.

5. Mr. Miao Yuexin (‘‘Mr. Miao’’), age 39, is an associate professor and director of Sales and Marketing Department of Central University of Finance and Economics. He has a doctorate degree in Economics. He previously worked for the Foreign Trade Department of the Zeng Cheng City of Guangdong Province, participating in the introduction and negotiation of large to medium size sole and jointowned enterprises. Mr. Miao does not hold any position in other members of the Group nor any directorships in other listed public companies.

   • In accordance with the articles of association of the Company, Mr. Miao’s initial appointment will be for three years. Mr. Miao is not related to any director, senior management or substantial or controlling shareholders of the Company. He is not interested in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. If appointed, the Company will not enter into any service contract with Mr. Miao who will be entitled to a director’s fee based on the actual services to be provided by him. Mr. Miao, however, is not entitled to any bonus payments. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Company’s shareholders.

As at the date of this notice, Zhang Bin, Zhang Jianwei, Tao Suyun and Li Jianzhang are executive directors of the Company. Yang Yuntao, Liu Jinghua, Jerry Hsu, Ken Torok and Lee Chong Kwee are non-executive directors of the Company and Sun Shuyi and Lu Zhengfei are independent non-executive directors of the Company.

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