ELL Environmental Holdings Limited — Proxy Solicitation & Information Statement 2009

Nov 3, 2009

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 (the ‘‘Company’’), 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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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

(Stock Code: 0598)

PROPOSED APPOINTMENT OF EXTERNAL AUDITORS FOR 2009 AND

PROPOSED USE OF THE COMPANY’S OWN WEBSITE FOR SENDING OR SUPPLYING CORPORATE COMMUNICATION TO H SHAREHOLDERS AND

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION OF THE COMPANY

A notice convening the extraordinary 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 23[rd] December, 2009 at 9: 00 a.m. (the ‘‘Extraordinary General Meeting’’) is set out on pages 7 to 10 of this circular.

A form of proxy for use at the Extraordinary General Meeting is enclosed with this circular. If you do not intend to attend the Extraordinary General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to registered office of the Company at Sinotrans Plaza A, A43, Xizhimen Beidajie, Haidian District, Beijing, the People’s Republic of China 100044 as soon as possible and in any event not less than twenty-four (24) hours before the time appointed for holding the Extraordinary General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting or any adjournment of it, if you so wish.

4[th] November, 2009

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
PROPOSED APPOINTMENT OF EXTERNAL AUDITORS FOR 2009 . . . . .	3
PROPOSED USE OF THE COMPANY’S OWN WEBSITE
FOR SENDING OR SUPPLYING CORPORATE COMMUNICATION
TO H SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION
OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
DIRECTORS’ RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I — PROPOSED AMENDMENTS TO THE RELEVANT
PROVISIONS OF ARTICLES OF ASSOCIATION
OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

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DEFINITIONS

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

• ‘‘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

• ‘‘Corporate any document issued or to be issued by the Company for the Communication’’ information or action of holders of its securities, including but not limited to: (a) the directors’ report and its annual accounts together with a copy of the auditor’s report thereon and, where applicable, its summary financial report; (b) the half-year report and, where applicable, its summary half-year report; (c) a notice of meeting; (d) a listing document; (e) a circular; (f) a proxy form and (g) notice of attendance

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Extraordinary General the extraordinary general meeting of the Company to be held at Meeting’’ or ‘‘EGM’’ No. 1 Meeting Room, 12th Floor, Sinotrans Plaza A, A43, Xizhimen Beidajie, Haidian District, Beijing 100044, the PRC on 23[rd] December, 2009 at 9: 00 a.m.

• ‘‘Group’’ the Company and its subsidiaries

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

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

• ‘‘Hong Kong’’ The Hong Kong Special Administrative Region of the PRC

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘PRC’’ the People’s Republic of China

• ‘‘Share(s)’’ H Share(s) and Domestic Share(s) ‘‘Shareholder(s)’’ holder(s) of the Shares

The Articles of Association are written in Chinese and there exists no official English translation of them. Accordingly, in case of any inconsistency between the English and Chinese versions of each relevant Article in the Articles of Association contained in this circular, the Chinese version shall prevail.

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LETTER FROM THE BOARD

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(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 Mok Chi Ming Victor

Independent Non-Executive Directors: Sun Shuyi Lu Zhengfei Miao Yuexin

Registered Office and Headquarters: Sinotrans Plaza A A43, Xizhimen Beidajie Beijing People’s Republic of China 100044

Principal Place of Business in Hong Kong: 21st Floor, Great Eagle Centre 23 Harbour Road Wanchai Hong Kong

4[th] November, 2009

To the Shareholders

Dear Sir and Madam,

PROPOSED APPOINTMENT OF EXTERNAL AUDITORS FOR 2009 AND

PROPOSED USE OF THE COMPANY’S OWN WEBSITE FOR SENDING OR SUPPLYING CORPORATE COMMUNICATION TO H SHAREHOLDERS AND

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION OF THE COMPANY

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the proposals for (i) the appointment of external auditors for 2009; (ii) the supply of Corporate Communication to H Shareholders by means of the Company’s website; and (iii) the

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LETTER FROM THE BOARD

amendments to Articles of Association of the Company to enable you to make a decision on whether to vote for or against the relevant resolutions at the forthcoming Extraordinary General Meeting.

PROPOSED APPOINTMENT OF EXTERNAL AUDITORS FOR 2009

The Directors propose to seek shareholders’ approval for the re-appointment of PricewaterhouseCoopers as international auditor of the Company and PricewaterhouseCoopers Zhong Tian CPAs Company Limited as the PRC auditor of the Company, and to authorise the Board to fix their remuneration.

PROPOSED USE OF THE COMPANY’S OWN WEBSITE FOR SENDING OR SUPPLYING CORPORATE COMMUNICATION TO H SHAREHOLDERS

Rule 2.07A of the Listing Rules in respect of the sending or supplying of Corporate Communication by a listed issuer to its holders of relevant securities by electronic means came into effect in the beginning of this year. Pursuant to that Rule, if:

• (1) the shareholders of the listed issuer have resolved in general meeting that the listed issuer may send or supply Corporate Communication to shareholders by making them available on the listed issuer’s own website; or

• (2) the listed issuer’s constitutional documents contain provisions to that effect,

a holder of the listed issuer’s securities in relation to whom the following conditions are met is taken to have agreed that the listed issuer may send or supply Corporate Communication to him in that manner. Those conditions are that: (i) the holder has been asked individually by the listed issuer to agree that the listed issuer may send or supply Corporate Communication generally, or the Corporate Communication in question to him by means of the listed issuer’s own website; and (ii) the listed issuer has not received a response indicating the holder’s objection within a period of 28 days beginning with the date on which the listed issuer’s request was sent.

The Board believes that it would be in the interests of the Company and the Shareholders as a whole if the Company may send or supply Corporate Communication to H Shareholders by means of the Company’s own website (www.sinotrans.com) in order to protect the environment, save costs and enhance communication efficiency with Shareholders. Accordingly, the Board resolved to propose a resolution at the EGM for Shareholders’ consideration and approval, that the Company may send or supply Corporate Communication to H Shareholders by means of the Company’s own website.

Subject to compliance with the laws and regulations of the places of incorporation and listing of the Company, the resolution will be implemented subsequent to the passing of the said resolution at the EGM.

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LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION OF THE COMPANY

In view of Rule 2.07A of the Listing Rules relating to the use of electronic means or website for communication with the Shareholders and Rule 2.07B relating to the delivery of its corporate communications to Shareholders either in the Chinese language or English language or both, both of which became effective on 1[st] January, 2009, the Board proposes that certain amendments to be made to the relevant provisions of the Articles of Association so as to enable the Company to send or supply the Corporate Communication to the Shareholders using electronic means or by making them available on the Company’s website or to send English language version only or Chinese language version only or both languages version of its corporate communications to the Shareholders, in each case to the extent permitted under the Listing Rules.

The aforesaid proposed amendments to the Articles of Association and the adoption of new Articles of Association are subject to the approval of the Shareholders by way of special resolution at the EGM.

The full text of the proposed amendments to the Articles of Association is set out in Appendix I to this circular.

DIRECTORS’ RECOMMENDATION

The Directors consider that the re-appointment of the Company’s external auditors for 2009, the supply of Corporate Communication to H Shareholders by means of the Company’s website, and the amendments to Articles of Association of the Company are in the interests of the Group and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.

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 Company Secretary

Beijing, 4[th] November, 2009

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APPENDIX I

PROPOSED AMENDMENTS TO THE RELEVANT PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY

1. By deleting existing article 183 in its entirety and replacing it with a new article 183

2. The existing article 183 which is proposed to be deleted reads as follows:

3. ‘‘Article 183. Unless otherwise provided in these Articles of Associations, the notices, information or written statements given by the Company to the holders of the overseas-listed foreign shares must be delivered to each of those holders at their registered address by hand or by mail (postage prepaid).’’

The new article 183 which is proposed to be adopted reads as follows:

• ‘‘Article 183.

Corporate communications including notices, information or written statements given by the Company to holders of the overseas-listed foreign shares as referred to in these Articles of Association shall be sent out in one or more ways below:

• (1) By courier;

• (2) By postage-prepaid mail;

• (3) By making announcement on the Company’s website and/or other websites designated by Hong Kong Stock Exchange in compliance with laws, administrative regulations and listing rules of the place of listing;

• (4) Through other means recognized by regulatory authorities or stipulated under the Articles.’’

• By adding two new paragraphs to follow the existing paragraph in article 184, all being part of article 184:

The existing article 184 reads as follows:

‘‘Article 184. When a notice is delivered by mail, it shall be having been delivered to the extent that the envelope is properly addressed, the postage is prepaid, the notice is contained in the envelope and the envelope which contains the notice is put into the postbox. The notice shall be deemed as having received 48 hours upon the delivery.’’

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PROPOSED AMENDMENTS TO THE RELEVANT PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY

APPENDIX I

The new article 184 which is proposed to be adopted reads as follows:

• ‘‘Article 184.

When a notice is delivered by mail, it shall be having been delivered to the extent that the envelope is properly addressed, the postage is prepaid, the notice is contained in the envelope and the envelope which contains the notice is put into the postbox. The notice shall be deemed as having received 48 hours upon the delivery.

Except as otherwise required by the regulatory authorities or stipulated in these Articles of Association, in connection with corporate communications including notice, information or written statement dispatched by the Company to the shareholders of overseas-listed foreign shares, if the Company has not received a response from foreign shareholders indicating the shareholder’s intention to receive corporate communications by courier or postage-prepaid mail within 28 days from the date the Company dispatches the communication selection request form, the Company can deem such shareholders as having agreed that the Company may send or supply corporate communications including notice, information or written statements to him by electronic means.

In the case the securities regulatory rules of the place where the Company’s stocks are listed require the Company to send out, mail, deliver, distribute, announce or by other means provide relevant documents of the Company in both the Chinese and English language, if after the Company has made proper arrangement to determine whether its shareholders wish to receive either the English version or the Chinese version only, the Company may, within the scope permitted by applicable laws and regulations and according to such applicable laws and regulations, send to the relevant shareholders the English version or the Chinese version only (in accordance with the wishes as stated by the shareholders).’’

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NOTICE OF EGM

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

(Stock Code: 0598)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of Sinotrans Limited (the ‘‘Company’’) will be held at No. 1 Meeting Room, 12th Floor, Sinotrans Plaza A, A43, Xizhimen Beidajie, Haidian District, Beijing 100044, the People’s Republic of China on 23[rd] December, 2009 at 9: 00 a.m. for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolutions of the Company:

ORDINARY RESOLUTIONS

1. ‘‘THAT the re-appointment of PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian Certified Public Accountants Limited Company as the Company’s external auditors for 2009 be and is hereby approved;’’

2. ‘‘THAT:

3. (A) Conditional upon the passing of the special resolution below and subject to compliance with the laws and regulations of the places of incorporation and listing of the Company, the Company be and is hereby authorised to send or supply Corporate Communication by means of the Company’s own website to a holder of its H shares (a ‘‘H Shareholder’’) who meets those conditions set out in paragraph (B) below, and to authorise any one of the executive directors of the Company to execute all documents and/or take all acts and actions which he/she may deem necessary or appropriate and in the interests of the Company to implement or give effect to the sending or supply of Corporate Communication to H Shareholders by means of the Company’s own website.

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NOTICE OF EGM

• (B) The supply of Corporate Communication to an H Shareholder by means of the Company’s own website is subject to the following conditions:

• (a) that H Shareholder having been asked individually by the Company to agree that the Company may send or supply Corporate Communication generally or the Corporate Communication in question to him by means of the Company’s own website; and

• (b) the Company has not received a response indicating that H Shareholder’s objection within a period of 28 days beginning with the date on which the Company’s request was sent.

• (C) For the purpose of this resolution, ‘‘Corporate Communication’’ shall mean any document issued or to be issued by the Company for the information or action of holders of its securities, including but not limited to: (a) the directors’ report and its annual accounts together with a copy of the auditor’s report thereon and, where applicable, its summary financial report; (b) the half-year report and, where applicable, its summary half-year report; (c) a notice of meeting; (d) a listing document; (e) a circular; (f) a proxy form and (g) notice of attendance.’’

SPECIAL RESOLUTION

1. ‘‘THAT the articles of association of the Company be and are hereby amended as follows:

2. (A) By deleting existing article 183 in its entirety and replacing it with the following:

   • ‘‘Article 183. Corporate communications including notices, information or written statements given by the Company to holders of the overseas-listed foreign shares as referred to in these Articles of Association shall be sent out in one or more ways below:

     • (1) By courier;

     • (2) By postage-prepaid mail;

     • (3) By making announcement on the Company’s website and/or other websites designated by Hong Kong Stock Exchange in compliance with laws, administrative regulations and listing rules of the place of listing;

     • (4) Through other means recognized by regulatory authorities or stipulated under the Articles.’’

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NOTICE OF EGM

• (B) By adding two new paragraphs to follow the existing paragraph in article 184, all being part of article 184, so that the entire article 184 will read as follows:

• ‘‘Article 184.

When a notice is delivered by mail, it shall be having been delivered to the extent that the envelope is properly addressed, the postage is prepaid, the notice is contained in the envelope and the envelope which contains the notice is put into the postbox. The notice shall be deemed as having received 48 hours upon the delivery.

Except as otherwise required by the regulatory authorities or stipulated in these Articles of Association, in connection with corporate communications including notice, information or written statement dispatched by the Company to the shareholders of overseas-listed foreign shares, if the Company has not received a response from foreign shareholders indicating the shareholder’s intention to receive corporate communications by courier or postage-prepaid mail within 28 days from the date the Company dispatches communication selection request form, the Company can deem such shareholders as having agreed that the Company may send or supply corporate communications including notice, information or written statements to him by electronic means.

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NOTICE OF EGM

In the case the securities regulatory rules of the place where the Company’s stocks are listed require the Company to send out, mail, deliver, distribute, announce or by other means provide relevant documents of the Company in both the Chinese and English language, if after the Company has made proper arrangement to determine whether its shareholders wish to receive either the English version or the Chinese version only, the Company may, within the scope permitted by applicable laws and regulations and according to such applicable laws and regulations, send to the relevant shareholders the English version or the Chinese version only (in accordance with the wishes as stated by the shareholders).’’’’

By order of the Board of Sinotrans Limited Gao Wei Company Secretary

Beijing, 4[th] November, 2009

Notes:

1. The register of members of the Company will be closed from 23[rd] November, 2009 to 23[rd] December, 2009, 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 H Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of Shop 1712–1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4: 30 p.m. on 20[th] November, 2009, 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: 30 p.m. on 3[rd] December, 2009.

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.

As at the date of this notice, Zhao Huxiang, Zhang Jianwei, Tao Suyun and Li Jianzhang are executive directors of the Company; Yang Yuntao, Liu Jinghua, Jerry Hsu and Mok Chi Ming Victor are non-executive directors of the Company; and Sun Shuyi, Lu Zhengfei and Miao Yuexin are independent non-executive directors of the Company.

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