ELL Environmental Holdings Limited — Proxy Solicitation & Information Statement 2008

Apr 10, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sinotrans Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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SINOTRANS LIMITED

中 國 外 運 股 份 有 限 公 司

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

(Stock Code: 0598)

PROPOSALS FOR ELECTION AND RE-ELECTION OF DIRECTORS AND SUPERVISORS AND GENERAL MANDATE TO ISSUE SHARES

A notice (together with the form of proxy) convening the annual general meeting of Sinotrans Limited to be held at No.1 Meeting Room, 12th Floor, Sinotrans Plaza A, A43, Xizhimen Beidajie, Haidian District, Beijing 100044, the PRC on Thursday, 12 June, 2008 at 9: 30 a.m. (the‘‘Annual General Meeting’’) is set out on pages 45 to 50 of the 2007 annual report of the Company.

11 April, 2008

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
ELECTION AND RE-ELECTION OF DIRECTORS
AND SUPERVISORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
GENERAL MANDATE TO ISSUE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
RIGHT TO DEMAND POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I — DETAILS OF DIRECTORS AND
SUPERVISORS PROPOSED TO BE ELECTED AND
RE-ELECTED AT THE ANNUAL
GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• ‘‘Annual General the annual general meeting of the Company to be held at No.1 Meeting’’ or‘‘AGM’’ Meeting Room 12th Floor, Sinotrans Plaza A, A43, Xizhimen Beidajie, Haidian District, Beijing 100044, the PRC on Thursday, 12 June, 2008 at 9: 30 a.m.

• ‘‘Articles of the articles of association of the Company, as amended, modified Association’’ or otherwise supplemented from time to time

• ‘‘Board’’ the Board of Directors of the Company ‘‘Company’’ Sinotrans Limited, a joint stock limited company incorporated in the PRC with limited liability, the shares of which are listed on the Stock Exchange

• ‘‘Directors’’ the directors of the Company ‘‘Domestic Share(s)’’ domestic invested share(s) of RMB1.00 each in the share capital of the Company

• ‘‘H Share(s)’’ Overseas listed foreign invested share(s) of RMB1.00 each in the share capital of the Company

• ‘‘HK$’’ dollars of Hong Kong ‘‘Hong Kong’’ The Hong Kong Special Administrative Region of the PRC ‘‘Latest Practicable 8 April, 2008, being the latest practicable date for ascertaining Date’’ certain information in this circular prior to publication

• ‘‘PRC’’ the People’s Republic of China ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘SFO’’ Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

• ‘‘Share(s)’’ H share(s) and Domestic Share(s)

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DEFINITIONS

• ‘‘Share Issue Mandate’’ a general mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the power of the Company to allot and issue Shares in the manner as set out in the notice of the Annual General Meeting set out on pages 45 to 50 of the 2007 annual report of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Shares

• ‘‘Sinotrans Group China National Foreign Trade Transportation (Group) Company’’ Corporation

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

For sole illustration purpose only, RMB are translated into HK$ at a rate of RMB1 to HK$1.

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LETTER FROM THE BOARD

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SINOTRANS LIMITED 中 國 外 運 股 份 有 限 公 司

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

(Stock Code: 0598)

Executive Directors: Zhao Huxiang Zhang Jianwei Tao Suyun Li Jianzhang

Non-Executive Directors: Yang Yuntao Liu Jinghua Jerry Hsu Peter Landsiedel Independent Non-Executive Directors: Sun Shuyi Lu Zhengfei Miao Yuexin

Registered Office and Headquarters: Sinotrans Plaza A43, Xizhimen Beidajie Beijing People’s Republic of China 100044 Principal Place of Business in Hong Kong: 21st Floor, Great Engle Centre 23 Harbour Road Wanchai Hong Kong

11 April, 2008

Dear Sir and Madam,

PROPOSALS FOR

ELECTION AND RE-ELECTION OF DIRECTORS AND SUPERVISORS AND GENERAL MANDATE TO ISSUE SHARES

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the proposed (i) election and re-election of Directors and Supervisors and (ii) Share Issue Mandate, to enable you to make a decision on whether to vote for or against the relevant resolutions at the forthcoming Annual General Meeting.

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LETTER FROM THE BOARD

ELECTION AND RE-ELECTION OF DIRECTORS AND SUPERVISORS

The terms of certain Directors and Supervisors are due to expire. In accordance with the Articles of Association, these Directors and Supervisors will retire and, being eligible for re-election, will put themselves up for re-election at the AGM in accordance with articles 94 and 115 of the Articles of Association. Their appointment will take effect at the expiry of their respective current appointment.

The following Directors and Supervisors are proposed to be re-elected at the AGM:

Directors/Supervisors

Directors:

Executive Directors:

Mr. Zhang Jianwei (with effect on 19 November 2008) Ms. Tao Suyun (with effect on 19 November 2008)

Non-executive Director:

Mr. Yang Yuntao (with effect on 19 November 2008)

Independent Non-executive Directors:

Mr. Sun Shuyi (with effect on 19 November 2008) Mr. Miao Yuexin (with effect on 30 August 2008)

Supervisors:

Mr. Zhang Junkuo (with effect on 19 November 2008)

In addition, the Supervisory Committee proposes to appoint Shen Xiaobin as a supervisor of the Company in place of Mr. Wang Xiaozheng when Mr. Wang Xiaozheng retires at the expiry of this appointment. Mr. Shen Xiaobin’s appointment is expected to take effect on 19 November 2008.

The biographical and other details of the above Directors and Supervisors required to be disclosed under Rule 13.51 of the Listing Rules are set out in Appendix I to this circular.

GENERAL MANDATE TO ISSUE SHARES

In order to provide flexibility to the Directors to issue Shares in the event that it is desirable to do so quickly, approval will be sought at the Annual General Meeting to grant to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the relevant class of issued share capital of the Company as at the date of passing the special resolution. Based on the issued share capital of the Company of 2,461,596,000 Domestic Shares and 1,787,406,000 H Shares as at the Latest Practicable Date and assuming no change to the share capital of the Company before the Annual General Meeting, this represents 492,319,200 Domestic Shares and 357,481,200 H Shares. Such Share Issue Mandate, if approved, will lapse at the earliest of: (i) conclusion of the Company’s next

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LETTER FROM THE BOARD

annual general meeting; or (ii) the expiration of the 12-month period following the passing of the resolution approving the Share Issue Mandate; or (iii) the revocation or variation of the Share Issue Mandate by a resolution of the Shareholders in general meeting.

RIGHT TO DEMAND POLL

Pursuant to article 72 of the Articles of Association, a resolution put to the vote of a general meeting shall be decided on a show of hands unless (before or after any vote by show of hands) a poll is demanded:

• (a) by the Chairman of such meeting; or

• (b) by at least two shareholders present in person or by proxy for the time being entitled to vote at the meeting; or

• (c) by a shareholder or shareholders present in person or by proxy and representing one-tenth or not less than one-tenth of the total voting rights of all shareholders having the right to vote at the meeting.

A demand by a poll may be withdrawn by the person who makes such demand.

NOTICE OF ANNUAL GENERAL MEETING

The notice of the Annual General Meeting, which contains, inter alia, ordinary resolutions to approve the election and re-election of Directors and Supervisors and a special resolution to approve the Share Issue Mandate, is set out on pages 45 to 50 of the 2007 annual report of the Company.

RECOMMENDATION

The Directors consider that the election and re-election of the Directors and Supervisors and the Share Issue Mandate are in the best interests of the Company and its shareholders. Accordingly, the Directors recommend that the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL INFORMATION

Your attention is drawn to the additional information as set out in the Appendix to this circular.

Yours faithfully,

By order of the Board of Sinotrans Limited Gao Wei Secretary

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APPENDIX I

DETAILS OF DIRECTORS AND SUPERVISORS PROPOSED TO BE ELECTED AND RE-ELECTED AT THE ANNUAL GENERAL MEETING

Set out below are the particulars of the five Directors and two Supervisors proposed to be elected and re-elected at the Annual General Meeting.

DIRECTORS

(1) Mr. Zhang Jianwei

Zhang Jianwei, age 51, is an executive director and President of the Company. Mr. Zhang has been employed by Sinotrans Group Company since 1980 with experience in Sinotrans Group Company’s Finance Department, Overseas Enterprises Management Department and Chartering Department. Mr. Zhang was seconded to China InterOcean Transport Inc. in the United States in 1988 to serve as assistant president. In 1993, Mr. Zhang became the Deputy General Manager of China National Chartering Corporation and later became its General Manager. In 1997, he was promoted to become the Assistant President of Sinotrans Group Company. Then in 1997, Mr. Zhang became Sinotrans Group Company’s executive director. Mr. Zhang was appointed as director of Sinotrans Group Limited by the State-owned Asset Supervision and Administration Commission. Mr. Zhang obtained his Master of Business Administration degree from China Europe International Business School in 1998. Mr. Zhang is also the Chairman of Sinoair whose A shares are listed on the Shanghai Stock Exchange. Save as disclosed, Mr. Zhang has not held any directorships in public companies in the last three years. Mr. Zhang was appointed executive director of the Company in November 2002.

In accordance with the Articles of Association of the Company, Mr. Zhang’s appointment will be for three years with effect from November 19, 2008. Save as disclosed above, Mr. Zhang is not related to any director, senior management or substantial or controlling shareholders of the Company. He is not interested in any shares of the Company within the meaning of Part XV of the SFO. Mr. Zhang has entered into a service contract with the Company for a term of three years. Mr. Zhang’s remuneration (including salaries, housing allowances, other allowances and benefits in kind) will be determined by the Company’s remuneration committee based on, amongst other things, level of responsibilities and performance. Mr. Zhang, who has been granted certain share appreciation rights, is an eligible participant under the Company’s share appreciation rights plan which entitle him to cash payment in the event of an exercise of the rights. He is also entitled to bonus payments which are linked to his performance. Mr. Zhang’s current monthly basic salary amount to RMB22,258 (equivalent to approximately HK$22,258). He currently holds a total of 520,000 rights under the Company’s share appreciation rights plan. There is no other information relation to the re-election of Mr. Zhang that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Company’s shareholders.

(2) Ms. Tao Suyun

Tao Suyun, age 54, is an executive director and Vice-President of the Company. Ms. Tao has worked with Sinotrans Group Company since 1979 and became Deputy General Manager of the Europe Shipping Department in 1986. She was seconded to Sinorick

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APPENDIX I

DETAILS OF DIRECTORS AND SUPERVISORS PROPOSED TO BE ELECTED AND RE-ELECTED AT THE ANNUAL GENERAL MEETING

Shipping Agency Co. in Hamburg, Germany from 1989 to 1993 to serve as General Manager. She later returned to work acted as Deputy General Manager and General Manager of Sinotrans Group Company’s liner shipping division. In 1995, Ms. Tao was promoted to become Assistant President and served as Sinotrans Group Company’s VicePresident and executive director from 1997. Ms. Tao obtained her Master of Business Administration degree from China Europe International Business School in 2002. Save as disclosed, Ms. Tao has not held any directorships in public companies in the last three years. Ms. Tao was appointed executive director of the Company in November 2002.

In accordance with the Articles of Association of the Company, Ms. Tao’s appointment will be for three years with effect from November 19, 2008. Save as disclosed above, Ms. Tao is not related to any director, senior management or substantial or controlling shareholders of the Company. She is not interested in any shares of the Company within the meaning of Part XV of the SFO. Ms. Tao has entered into a service contract with the Company for a term of three years. Ms. Tao’s remuneration (including salaries, housing allowances, other allowances and benefits in kind) will be determined by the Company’s remuneration committee based on, amongst other things, level of responsibilities and performance. Ms. Tao, who has been granted certain share appreciation rights, is an eligible participant under the Company’s share appreciation rights plan which entitle her to cash payment in the event of an exercise of the rights. She is also entitled to bonus payments which are linked to her performance. Ms. Tao’s current monthly basic salary amount to RMB20,909 (equivalent to approximately HK$20,909). She currently holds a total of 480,000 rights under the Company’s share appreciation rights plan. There is no other information relation to the re-election of Ms. Tao that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Company’s Shareholders.

(3) Mr. Yang Yuntao

Yang Yuntao, age 42, is a non-executive director of the Company. Mr. Yang commenced working for Sinotrans Group Company after receiving his bachelor of laws degree from Jilin University School of Law in 1988. He was Deputy General Manager of the Port Administration Department in Sinotrans Group Company in 1995. From 1996, Mr. Yang transferred to be the General Manager of the Legal Affairs Department. He was appointed executive director and Vice-President of Sinotrans (Hong Kong) Holdings Limited in 2002. From January 2008, Mr.Yang has been the General Manager of Legal Affairs Department in Sinotrans Group Company. Mr. Yang obtained his doctorate degree in Laws degree from University of International Business and Economics in 2006. Save as disclosed, Mr. Yang has not held any directorships in public companies in the last three years. Mr. Yang was appointed non-executive director of the Company in January 2003.

In accordance with the Articles of Association of the Company, Mr. Yang’s appointment will be for three years with effect from November 19, 2008. Save as disclosed above, Mr. Yang is not related to any director, senior management or substantial or controlling shareholders of the Company. He is not interested in any shares of the

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APPENDIX I

DETAILS OF DIRECTORS AND SUPERVISORS PROPOSED TO BE ELECTED AND RE-ELECTED AT THE ANNUAL GENERAL MEETING

Company within the meaning of Part XV of the SFO. Mr. Yang will not enter into any service contract with the Company. He is not entitled to any remuneration nor bonus payments as a Director except that he has been granted certain share appreciation rights and is an eligible grantee under the Company’s share appreciation rights plan. He currently holds a total of 440,000 rights under the Company’s share appreciation rights plan. There is no other information relation to the re-election of Mr. Yang that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Company’s shareholders.

(4) Mr. Sun Shuyi

Sun Shuyi, age 68, is an independent non-executive director of the Company. Mr. Sun is currently executive vice chairman of China Federation of Industrial Economics and vice executive chairman of China Enterprise Confederation and China Enterprise Director Association (CEC/CEDA). Mr. Sun is also serving as independent non-executive directors for four other companies — Galaxy Fund Management Co., Ltd., Dongfeng Motor Group Co., LTD which is listed on the Hong Kong Stock Exchange and Offshore Oil Engineering Co., Ltd which is listed on the Shanghai Stock Exchange and China Life Insurance Asset Management Co., Ltd. which is listed on the Shanghai Stock Exchange, Hong Kong Stock Exchange and in the U.S.A. Mr. Sun had worked as the deputy director of the office of the Central Leading Group on Finance and Economic Affairs, the Vice Minister of the Ministry of Personnel and the Vice Secretary General of the Central Enterprise Working Committee, a member of the 10th Session of the national committee of CPPCC, etc.. Mr. Sun graduated from the University of Science and Technology of China in 1963. Save as disclosed, Mr. Sun has not held any directorships in public companies in the last three years. Mr. Sun was appointed independent non-executive director of the Company in November 2002.

In accordance with the Articles of Association of the Company, Mr. Sun’s appointment will be for three years with effect from November 19, 2008. Mr. Sun is not related to any director, senior management or substantial or controlling shareholders of the Company. He is not interested in any shares of the Company within the meaning of Part XV of the SFO. Mr. Sun will not enter into any service contract with the Company. He will be entitled to a directors fee based on his actual service provided to the Company. Mr. Sun will not be entitled to any bonus payments. For the year ended 31 December 2007, Mr. Sun received directors fee in the amount of RMB137,000 (equivalent to approximately HK$137,000). There is no other information relation to the re-election of Mr. Sun that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Company’s shareholders.

(5) Mr. Miao Yuexin

Miao Yuexin, age 42, is an independent non-executive director of the Company. Mr. Miao holds a doctorate degree in Financial Management. Mr. Miao is the Director of Sales and Marketing Department of Central University of Finance and Economics and an associate professor. Mr. Miao graduated from Shanxi University of Finance and Economics

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DETAILS OF DIRECTORS AND SUPERVISORS PROPOSED TO BE ELECTED AND RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

in 1987 and stayed in the university to teach until 1990. In 1993, he obtained his master degree from Central University of Finance and Economics, majored in domestic economy. From 1993 to 1999, Mr. Miao worked in the Bureau of International Trade of Zengcheng in Guangdong province, acted as the director of the office of enterprises directly under the bureau. During that period, he took part in the introductions and negotiations of several big and medium sized wholly foreign owned and joint venture companies. From 2002 on, Mr. Miao has been teaching in Sales and Marketing Department of Central University of Finance and Economics. Save as disclosed, Mr. Miao has not held any directorships in public companies in the last three years. Mr. Miao was appointed independent nonexecutive director of the Company in August 2005.

In accordance with the Articles of Association of the Company, Mr. Miao’s appointment will be for three years with effect from August 30, 2008. 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. 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. For the year ended 31 December 2007, Mr. Miao received directors fee in the amount of RMB137,000 (equivalent to approximately HK$137,000). There is no other information relation to the re-election of Mr. Miao that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Company’s shareholders.

SUPERVISORS

(1) Mr. Zhang Junkuo

Zhang Junkuo, age 47, is an independent supervisor of the Company. Mr. Zhang began his career at the Development Research Center of the State Council where he was engaged in various positions, including Director of the Comprehensive Economic Research Department, Deputy Secretary-General of the Academic Committee, Director of the Research Institute of Market Economy, Director of the Research Department of Development Strategy and Regional Economy as well as directing a number of research programmes etc.. During 2001 and 2002, Mr. Zhang was a visiting scholar at the Department of Finance at Loyola University in Chicago as well as a short-term consultant at the World Bank and the Asia Development Bank. Mr. Zhang has published various articles and has also received significant awards such as the Sun Yefang Economics Prize in 1998. Mr. Zhang obtained his Master of Economics degree from Wuhan University in 1985. Mr. Zhang has not held any directorships in public companies in the last three years. Mr. Zhang was appointed supervisor of the Company in November 2002.

(2) Mr. Shen Xiaobin

Shen Xiaobin, age 35, CPA. Mr. Shen joined the Audit Department of China National Foreign Trade Transportation (Group) Corporation in 1995. Mr. Shen was appointed as General Manager of Audit Department of Sinotrans Limited in December 2002. From April

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APPENDIX I

DETAILS OF DIRECTORS AND SUPERVISORS PROPOSED TO BE ELECTED AND RE-ELECTED AT THE ANNUAL GENERAL MEETING

2006 to now, Mr. Shen acted as Vice General Manager of Investment Management Department (Corporate Planning Department). Mr. Shen obtained his MBA degree from Guanghua School of Management of Peking University in 2003. Mr. Shen has not held any directorships in public companies in the last three years.

In accordance with the Articles of Association of the Company, Mr. Zhang Junkuo and Mr. Shen Xiaobin’s appointment will be for three years with effect from November 19, 2008. Save as disclosed above, both Mr. Zhang and Mr. Shen are not related to any director, senior management or substantial or controlling shareholders of the Company. They are not interested in shares of the Company within the meaning of Part XV of the SFO. If appointed, Mr. Shen will enter into a service contract with the Company for a term of three years. No service contract will be entered into between the Company and Mr. Zhang. Mr. Shen will not be entitled to any remuneration for his supervisor’s service, but instead as an employee of the Company, he receives remuneration as an employee and is an eligible grantee under the Company’s share appreciation rights plan. Mr. Zhang, on the other hand, will be entitled to a fee which is based on the actual services provided by him. Mr. Zhang is not entitled to any bonus payments. There is no other information relating to the appointments of Mr. Zhang and Mr. Shen that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Company’s shareholders.

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