ELL Environmental Holdings Limited — Proxy Solicitation & Information Statement 2009

Jul 2, 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)

CONTINUING CONNECTED TRANSACTIONS

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

Optima Capital Limited

A letter of recommendation from the Independent Board Committee is set out on page 7 of this circular and a letter of recommendation from Optima Capital Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders is set out on pages 8 to 15 of this circular.

A notice convening the extraordinary general meeting (the ‘‘EGM’’) of Sinotrans Limited to 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 Wednesday, 19 August 2009 at 9: 30 a.m. is set out on pages 27 to 28 of this circular.

A form of proxy for use at the EGM is enclosed with this circular. If you do not intend to attend the EGM, 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 EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment of it, if you so wish.

3 July 2009

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS . . . . . . . . . .	4
LISTING RULES COMPLIANCE IN RESPECT OF
THE NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS . . .	5
REASONS FOR AND BENEFITS OF ENTERING INTO
THE NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS . . .	5
INFORMATION ON THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
FURTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . .	7
LETTER FROM OPTIMA CAPITAL LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX — GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27

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DEFINITIONS

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

• ‘‘Announcement’’ an announcement dated 19 June 2009 of the Company with regard to the Non-exempt Continuing Connected Transactions

• ‘‘associates’’ has the meaning ascribed thereto in the Listing Rules

• ‘‘Board’’ the board of Directors

• ‘‘Company’’ Sinotrans Limited, a company incorporated in the PRC with limited liability, the H Shares of which are listed on the Stock Exchange

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

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

• ‘‘EGM’’ the extraordinary general meeting of the Company to be convened on Wednesday, 19 August 2009 at 9: 30 a.m., for the purposes of passing the relevant resolution for approving the Non-exempt Continuing Connected Transactions

• ‘‘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

• ‘‘IFA’’ Optima Capital Limited, a corporation licensed to carry on type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities under the SFO and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Non-exempt Continuing Connected Transactions and the New Caps

• ‘‘Independent Board a board committee comprising of the independent non-executive Committee’’ Directors constituted to make recommendations to the Independent Shareholders in respect of the Non-exempt Continuing Connected Transactions and the New Caps

• ‘‘Independent Shareholders’’

• Shareholders other than Maersk and its associates

• ‘‘Latest Practicable Date’’

• 30 June 2009, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

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DEFINITIONS

• ‘‘Listing Rules’’

the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Maersk’’ 馬士基集團香港有限公司 (Maersk Hong Kong Limited), being a joint venture partner of the Group and a connected person of the Company

• ‘‘New Cap(s)’’ the maximum value of Non-exempt Continuing Connected Transactions for each of the three years ending 31 December 2011 as set out in this circular

• ‘‘Non-exempt the continuing connected transactions between the Group and Continuing Maersk, which are subject to Independent Shareholders’ Connected approval, further details of which are set out in the section Transactions’’ headed ‘‘Non-exempt Continuing Connected Transactions’’ in this circular

• ‘‘PRC’’

• the People’s Republic of China

• ‘‘RMB’’

• Renminbi, the lawful currency of the PRC

• ‘‘SFO’’

• the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

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

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

• ‘‘Sinotrans Group Company’’

• 中國外運長航集團有限公司 (whose former name is China National Foreign Trade Transportation (Group) Corporation), a company established under the laws of the PRC with limited liability and the controlling shareholder of the Company holding approximately 57.93% of the issued share capital of the Company

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

• ‘‘substantial has the meaning ascribed thereto in the Listing Rules shareholder’’

In this circular, English names of PRC entities are translations of their Chinese names and are included herein for identification purposes only.

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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

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

Non-executive Directors: Yang Yuntao Principal Place of Business Liu Jinghua in Hong Kong: Jerry Hsu 21st Floor, Great Eagle Centre 23 Harbour Road Independent Non-executive Directors: Wanchai Sun Shuyi Hong Kong Lu Zhengfei Miao Yuexin

3 July 2009

To the Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

Reference is made to the Announcement in relation to certain business relationships with Maersk which constitute continuing connected transactions of the Company. The Directors expect such business relationships to continue and for the purposes of compliance with the Listing Rules, the Company has entered into a master services agreement with Maersk in respect of the Non-exempt Continuing Connected Transactions.

The purpose of this circular is (i) to provide you with further information in relation to the Non-exempt Continuing Connected Transactions; (ii) to set out the opinions and recommendations of the Independent Board Committee and the IFA; and (iii) to give you notice of the EGM at which the resolution set out therein will be proposed.

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LETTER FROM THE BOARD

The EGM will be held on Wednesday, 19 August 2009 at 9: 30 a.m. for the purpose of, among others, obtaining the approval from the Independent Shareholders in respect of the Non-exempt Continuing Connected Transactions by way of poll. As Maersk is regarded as having a material interest in the Non-exempt Continuing Connected Transactions, Maersk and its associates are required under the Listing Rules to abstain from voting on the relevant resolution to be proposed to approve the Non-exempt Continuing Connected Transactions and the New Caps at the EGM.

NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

The Group has business relationships with certain joint venture partners of the Group and its associates including Maersk which constitute continuing connected transactions for the Company. The Group intends to continue its business relationships with Maersk. Maersk is a connected person of the Company as it is a substantial shareholder of a nonwholly owned subsidiary of the Company.

Provision and receipt of transportation and logistics services

In order to comply with the requirements of the Listing Rules, the Company has on 19 June 2009 entered into a master services agreement with Maersk for the provision and receipt of transportation and logistics services. The master services agreement with Maersk is conditional upon the Company complying with the applicable requirements of Chapter 14A of the Listing Rules. In order to coincide with the financial year end of the Company, the term of the master services agreement is for a term of 3 years commencing on 1 January 2009 and ending on 31 December 2011. The master services agreement provides that services must be charged at the market price charged by independent third parties on normal commercial terms.

The table below sets out the turnover/expenses of the Group attributable to the transactions with Maersk and its associates during 2006, 2007 and 2008 and the maximum cap for the value of transportation and logistic services to be provided and received by the Group respectively (in respect of which Independent Shareholders’ approval is proposed to be sought at the EGM) with Maersk and its associates for the years 2009, 2010 and 2011:

馬士基集團香港 有限公司 (Maersk Hong Kong Limited) (Notes 2, 3, 4 & 5) Provision of transportation and logistics services Receipt of transportation and logistics services Total	2006 33,240,000 862,600,000 895,840,000	Amount (RMB) for 2007 2008 34,710,000 20,480,000 1,245,170,000 884,810,000 1,279,880,000 905,290,000	the year ended/ending 2009 Cap 2010 Cap (Note 1) (Note 1) 80,000,000 110,000,000 3,460,000,000 4,490,000,000 3,540,000,000 4,600,000,000	2011 Cap (Note 1) 135,000,000 5,840,000,000
				5,975,000,000

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LETTER FROM THE BOARD

Notes:

1. These figures represent the estimated maximum cap in respect of the transactions of the relevant type which the Group will undertake during the relevant financial years in respect of which independent shareholders’ approval is proposed to be sought at the EGM. The actual amount of the transactions may be different. Taking into account the bases for the determination of the caps as detailed below, the Board considers that the New Caps set out above are fair and reasonable.

2. The relevant estimates have been determined by reference to (i) the historical value of the transactions with Maersk and its associates for the years 2006, 2007 and 2008; and (ii) the plans and requirements of the Group, after allowing a buffer for the inherent volatility of business in the transportation and logistics services industry and perceived increase in demand for the Group’s services generally with the continued economic growth of the PRC and the implementation of the Group’s strategy to expand its domestic operations and overseas network and, as customers seek the services of the more established and financially sound transportation and logistics services providers such as the Group to manage perceived risks associated with the current global economic downturn.

3. 馬士基集團香港有限公司 (Maersk Hong Kong Limited) is a substantial shareholder of a subsidiary of the Company, owning 49% interest in such subsidiary. Based on the information provided to the Company by 馬士基集團香港有限公司 (Maersk Hong Kong Limited), it is engaged in the business of provision of transportation and logistic services.

4. Payment for the provision and receipt of the above services will be made by cash in accordance with the standard terms of sale or provision of services of the provider from time to time.

5. Maersk which was previously not a connected person of the Company became a connected person of the Company on 4 June 2007 as a result of forming a new joint venture with subsidiary of the Company and thereby becoming a substantial shareholder of such joint venture (which is a subsidiary of the Company). The transactions with Maersk and its associates are part of the ordinary and usual course of business of members of the Group.

LISTING RULES COMPLIANCE IN RESPECT OF THE NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

Details of the Non-exempt Continuing Connected Transactions will be included in the published annual reports of the Company for each of the three financial years ending 31 December 2011. The requirements as regards annual review of the Non-exempt Continuing Connected Transactions under Rules 14A.37 to 14A.40 of the Listing Rules will be complied with.

In the event that any of the caps in respect of the Non-exempt Continuing Connected Transactions is exceeded or any transaction under the Non-exempt Continuing Connected Transactions is renewed or there is a material change to the terms of the relevant transactions under the Non-exempt Continuing Connected Transactions, the Company will comply with the provisions of Chapter 14A of the Listing Rules, as applicable.

REASONS FOR AND BENEFITS OF ENTERING INTO THE NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

The Non-exempt Continuing Connected Transactions have been taking place as part of the ordinary and usual course of business of the Group. The continuation of the Nonexempt Continuing Connected Transactions is essential for the continued operation and

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LETTER FROM THE BOARD

growth of the business of the Group. Some of the transportation and logistic services required by the Group will enable the Group to provide end-to-end transportation and logistics services to customers covering locations in which the Group does not have operations. Accordingly, the Directors (including the independent non-executive Directors) consider that the Non-exempt Continuing Connected Transactions are on normal commercial terms and its terms are fair and reasonable and in the interest of the Company and its Shareholders as a whole.

INFORMATION ON THE GROUP

The Group is principally engaged in the business of freight forwarding, express services, shipping agency services, storage and terminal services, marine transportation and trucking services.

RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee as set out on page 7 of this circular which contains its recommendation to the Independent Shareholders in respect of the ordinary resolution set out in the notice of EGM set out on pages 27 to 28 of this circular to approve the Non-exempt Continuing Connected Transactions and the New Caps.

The advice of the IFA to the Independent Board Committee and the Independent Shareholders as to whether the terms of the Non-exempt Continuing Connected Transactions and the New Caps are fair and reasonable and in the interest of the Company and its Independent Shareholders as a whole is set out on pages 8 to 15 of this circular.

FURTHER INFORMATION

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

Yours faithfully, By order of the Board of Sinotrans Limited Gao Wei Company Secretary

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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

(Stock Code: 0598)

3 July 2009

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

We have been appointed as members of the Independent Board Committee to advise the Independent Shareholders of the Company in respect of the resolution to approve the Non-exempt Continuing Connected Transactions and the New Caps, details of which are set out in the ‘‘Letter from the Board’’ contained in the circular of the Company (the ‘‘Circular’’) of which this letter forms part. Unless the context otherwise requires, terms defined in the Circular shall have the same meanings when used in this letter.

Your attention is drawn to the ‘‘Letter from the Board’’, the letter of advice from the IFA in its capacity as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of whether (i) the terms of the Non-exempt Continuing Connected Transactions are on normal commercial terms, in the ordinary and usual course of business of the Group, fair and reasonable and in the interest of the Company and its Independent Shareholders as a whole; and (ii) the New Caps are fair and reasonable so far as the Company and the Independent Shareholders are concerned, as set out in the ‘‘Letter from Optima Capital Limited’’ as well as other additional information set out in other parts of the Circular.

Having taken into account the advice of, and the principal factors and reasons considered by the IFA in relation thereto as stated in its letter, we consider the terms of the Non-exempt Continuing Connected Transactions and the New Caps to be fair and reasonable and are in the interest of the Company and the Independent Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM in respect of the Non-exempt Continuing Connected Transactions and the New Caps.

Yours faithfully, Independent Board Committee Sun Shuyi Lu Zhengfei Miao Yuexin Independent Non-executive Directors

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LETTER FROM OPTIMA CAPITAL LIMITED

The following is the letter of advice from Optima Capital Limited to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of inclusion in this circular.

Unit 3618, 36th Floor Bank of America Tower 12 Harcourt Road Central Hong Kong

3 July 2009

• To: the Independent Board Committee and the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Non-exempt Continuing Connected Transactions (including the New Caps) between the Company and Maersk pursuant to the master services agreement entered into between the Company and Maersk dated 19 June 2009 (the ‘‘Master Services Agreement’’) for a term of three years from 1 January 2009 to 31 December 2011, details of which are set out in the letter (the ‘‘Letter’’) from the Board contained in the circular of the Company dated 3 July 2009 (the ‘‘Circular’’) of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless otherwise requires.

As at the Latest Practicable Date, Maersk is a substantial shareholder of, and holding 49% interest in, 上海中歐國際船務代理有限公司 (Shanghai Fortune International Shipping Agency Co., Ltd.*) (‘‘Shanghai Fortune’’), a non-wholly owned subsidiary of the Company. Maersk and its associates, who have material interest in the Non-exempt Continuing Connected Transactions, are required under the Listing Rules to abstain from voting on the relevant resolution to be proposed to approve the Non-exempt Continuing Connected Transactions and the New Caps at the EGM.

The Independent Board Committee comprising Sun Shuyi, Lu Zhengfei and Miao Yuexin, being all independent non-executive Directors, has been constituted to advise the Independent Shareholders in respect of the terms of the Non-exempt Continuing Connected Transactions and the New Caps. In our capacity as the independent financial adviser of the Independent Board Committee and the Independent Shareholders, our role is to provide the Independent Board Committee and the Independent Shareholders with an independent opinion as to whether (i) the terms of the Non-exempt Continuing Connected Transactions are on normal commercial terms, in the ordinary and usual course of business of the Group,

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LETTER FROM OPTIMA CAPITAL LIMITED

fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole; and (ii) the New Caps are fair and reasonable so far as the Company and the Independent Shareholders are concerned.

In formulating our opinion, we have relied on the information and facts supplied, and the opinions expressed, by the executive Directors and management of the Company and have assumed that the information and facts provided and opinions expressed to us are true, accurate and complete in all material aspects at the time they were made and up to the date of the EGM. We have also sought and received confirmation from the executive Directors that no material facts have been omitted from the information supplied and opinions expressed to us. We have relied on such information and consider that the information we have received is sufficient for us to reach an informed view and have no reason to believe that any material information have been withheld, nor doubt the truth or accuracy of the information provided. We have not, however, conducted any independent investigation into the business and affairs of the Group, nor have we carried out any independent verification of the information supplied.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In considering whether the terms of the Non-exempt Continuing Connected Transactions (together with the New Caps) are fair and reasonable in so far as the Independent Shareholders are concerned, we have taken into account the principal factors and reasons set out below:

1. Background and reasons for the Non-exempt Continuing Connected Transactions

The Group is principally engaged in the business of freight forwarding services, express services, shipping agency services, storage and terminal services, marine transportation and trucking services. The Company’s operation mainly covers coastal areas and other strategic areas in the PRC, such as Guangdong, Fujian, Shanghai, Zhejiang, Jiangsu, Jiangxi, Hubei, Shandong, Tianjin and Liaoning (the ‘‘Core Operation Regions’’), with a comprehensive nationwide service network and overseas agency network.

On 19 June 2009, the Company entered into the Master Services Agreement for a term of three years from 1 January 2009 to 31 December 2011 with Maersk for the provision and receipt of freight forwarding, express services, shipping agency, storage and terminal services (together, the ‘‘Transportation and Logistics Services’’).

As advised by the Company, Maersk has been conducting ordinary and usual course of business transactions with members of the Group for a number of years. As a result of forming Shanghai Fortune as a joint venture with a subsidiary of the Company and thereby becoming the substantial shareholder of Shanghai Fortune on 4 June 2007, Maersk had become a connected person of the Company.

We understand from the Company that Maersk is principally engaged in the business of provision of transportation and logistics services with operations covering Hong Kong, Malaysia, Taiwan, Shanghai, Shenzhen, Dalian, Qingdao, Tianjin and

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LETTER FROM OPTIMA CAPITAL LIMITED

Ningbo. Maersk is one of the main sea freight forwarding service providers of the Group. The Group provides mainly freight forwarding, shipping agency, storage and terminal services to Maersk in the Core Operation Regions. As discussed with the management of the Company, it is expected that the cooperation with Maersk would enhance the network coverage and the cross-continental transportation services capability of the Group.

As stated in the Letter, the Non-exempt Continuing Connected Transactions have been taking place as part of the ordinary and usual course of business of the Group. The continuation of the Non-exempt Continuing Connected Transactions is essential for the continued operation and growth of the business of the Group. Some of the Transportation and Logistics Services required by the Group will enable the Group to provide end-to-end Transportation and Logistics Services to customers covering locations in which the Group does not have operations.

We understand from the Company that through the business co-operations with Maersk in the past, the Group is familiar with their workflow and services, which in turn helps to maintain the quality and efficiency of the services provided by the Group to its customers. The Directors also consider Maersk a reliable business partner and the Company is satisfied with the quality of its services. Accordingly, cooperation with Maersk not only enables the Group to optimize its resource allocation but also ensures the quality of services provided, which enhances customers’ satisfaction and the Group’s reputation and facilitates the brand building of the Group. In addition, given the extensive operation coverage of Maersk, the Directors consider that the entering into of the Non-exempt Continuing Connected Transactions enable the Group to leverage on the existing network and resources of Maersk and provide comprehensive Transportation and Logistics Services to its customers. This would allow the Group to expand and develop its business operations and network coverage. At the same time, the provision of the Group’s services to Maersk would enhance the Group’s income stream and earning base which is in the interest of the Group.

In light of the above, we concur with the view of the Directors that the entering into the Master Services Agreement is in the interest of and are beneficial to the Group and the Independent Shareholders as a whole.

2. Terms of the Master Services Agreement

The Master Services Agreement, with a term of three years commencing from 1 January 2009 and ending on 31 December 2011, will be conditional upon the Company complying with the applicable requirements of Chapter 14A of the Listing Rules. Pursuant to the terms of the Master Services Agreement, the provision and receipt of the Transportation and Logistics Services will be determined with reference to market price charged to or by independent third parties on normal commercial terms.

In connection with the provision and receipt of the Transportation and Logistics Services, we have reviewed sample copies of invoices issued by the subsidiaries of the Company to Maersk or vice versa and compared them with those issued to or by other

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LETTER FROM OPTIMA CAPITAL LIMITED

independent third parties for transactions in similar types and nature. Based on the reviews, we noted that the services were charged at market prices comparable to those charged to or by independent third parties under normal commercial terms.

Given that (i) the Non-exempt Continuing Connected Transactions are entered into in the ordinary and usual course of business of the Group; and (ii) the pricing policy of the Non-exempt Continuing Connected Transactions was and will continue to be determined on an arm’s length basis with reference to the market price under normal commercial terms, we are of the view that the pricing basis of Master Services Agreement are fair and reasonable so far as the Company and the Independent Shareholders are concerned.

3. Basis of the New Caps

As stated in the Letter, the actual transaction amounts for the three years ended 31 December 2006, 2007 and 2008 and the New Caps under the Master Services Agreement in respect of the Non-exempt Continuing Connected Transactions on the provision and receipt of Transportation and Logistics Services with Maersk are as follows:

			Amount (RMB)	Amount (RMB)
			for the year	ended/ending
	2006	2007	2008	2009 Cap	2010 Cap	2011 Cap
Provision of
Transportation
and Logistics
Services	33,240,000	34,710,000	20,480,000	80,000,000	110,000,000	135,000,000
Receipt of
Transportation
and Logistics
Services	862,600,000	1,245,170,000	884,810,000	3,460,000,000	4,490,000,000	5,840,000,000

In determining the New Caps for the Non-exempt Continuing Connected Transactions between the Company and Maersk, the Company has primarily adopted the following bases and assumptions:

• (i) the historical value of the transactions with Maersk and its associates for the years 2006, 2007 and 2008; and

• (ii) the plans and requirements of the Group, after allowing a buffer for the inherent volatility of business in the transportation and logistics services industry and perceived increase in demand for the Group’s services generally with the continued economic growth of the PRC and the implementation of the Group’s strategy to expand its domestic operations and overseas network and, as customers seek the services of the more established and financially sound transportation and logistics services providers such as the Group to manage perceived risks associated with the current global economic downturn.

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LETTER FROM OPTIMA CAPITAL LIMITED

We have discussed with the management of the Company the basis and assumptions underlying the determination of the New Caps and have assessed the fairness and reasonableness of the New Caps based on the following factors:

3.1 Demand for Transportation and Logistics Services

Despite the global economic downturn which has greatly affected the global shipping market in the second half of 2008, the PRC has experienced steady economic growth in the past few years. According to the China Statistical Yearbook 2008 issued by and the information from the website of National Bureau of Statistics of China, (i) the gross domestic products of the PRC has been growing in the past few years and increased from approximately RMB13,582.3 billion in 2003 to approximately RMB30,067.0 billion in 2008, representing a compound annual growth rate of approximately 17.2%; (ii) the total consumption expenditures increased from approximately RMB11,059.5 billion in 2006 to approximately RMB12,844.4 billion in 2007, representing an annual growth rate of approximately 16.1%; (iii) volume of freight traffic in the PRC increased from approximately 15.6 billion tons in 2003 to approximately 24.9 billion tons in 2008, representing a compound annual growth rate of approximately 9.8%; and (iv) the PRC’s total import and export trade has increased from approximately US$851.0 billion in 2003 to approximately US$2,561.6 billion in 2008, representing a compound annual growth rate of approximately 24.7%. Moreover, we have reviewed the Baltic Dry Index (‘‘BDI’’), which reflects the spot rates of the global dry bulk shipping market. The average BDI has increased from 4,510 points in 2004 to 6,390 points in 2008, representing a compound annual growth rate of approximately 9.10%. In May 2008, the BDI reached over 11,000 points. As a result of the recent global economic downturn, the BDI has dropped to about 660 points in early December 2008. In June 2009, the BDI has increased and returned to over 3,000 points.

In view of the increase in gross domestic products of the PRC, the consumption expenditures and volume of freight traffic in the PRC in the past few years, and the factor that the demand of the Group’s Transportation and Logistics Services is correlated to the total PRC’s import and export trade, the Directors are of the view that despite the downturn of the international economic environment, they continue to be positive about the China’s economic growth and development given the China’s economic growth momentum in the past few years. Based on the above statistics and the volatility of the BDI in the past few months as illustrated above, we consider that it is reasonable for the Company to reserve certain buffer in the New Caps in case the market demand surge as a result of the global recovery of economic conditions in later years given the leading position of the Group in the industry.

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LETTER FROM OPTIMA CAPITAL LIMITED

3.2 Business plan of the Group

As mentioned in the annual report of the Company for the year ended 31 December 2008, the Group will be facing more daunting challenges in 2009 given the severe economic environment. By persisting in a prudent development strategy, nevertheless, the Company is confident that the Company will sustain healthy growth in its operating results to deliver greater value to its shareholders and the Company will continue to work on the optimisation of resource allocation to increase the Group’s efficiency in the use of resources.

We understand from the management of the Company that in determining the New Caps, the management has considered the growth in various areas of the Group’s business.

In addition to acting as agent for shippers (whereby no issuance of house bills of lading is involved), the Group also operates as a NVOCC (namely Non-Vessel Operating Common Carrier), whereby a carrier is authorised to issue house bills of lading in its provision of shipping services, though it does not own or operate vessels. We have discussed with the Directors and are given to understand that the Group anticipated the NVOCC business will continue to grow. As advised by the Directors, the Group’s NVOCC business has been improving with the transaction volume increased from approximately 60,000 Twenty-Foot Equivalent Unit (‘‘TEU’’) in 2005 to approximately 90,000 TEU in 2008 and such growth is expected to continue.

We understand from the management that the Group has established its own domestic business transportation company in 2008 which is principally engaged in providing domestic bulk cargo transportation services. As a result, more supporting services from the service providers in the non-Core Operation Regions would be required. In addition, the Company expected to enhance the Group’s integrated logistics capability by acquiring businesses that complement the service network of the Group or located outside the Core Operation Regions. By expanding the service network of the Group, it is expected that more Transportation and Logistics Services will be required from Maersk.

3.3 The historical transaction values of the Non-exempt Continuing Connected Transactions

We have reviewed the historical transaction amounts between the Group and Maersk and have discussed with the Directors the relevant historical trends. We understand from the Directors that due to the slow down of the growth of global economy in 2008 and the subsequent intensified adverse repercussions, the amount of the Non-exempt Continuing Connected Transactions with Maersk was lower than expected. Nevertheless, we are advised by the Company that possible growth in businesses with Maersk may likely to happen due to the consolidation of the transportation and logistics industry under the current uncertain economy as more established and financially sound transportation and logistics services providers such as the Group may be perceived to be more reliable business

– 13 –

LETTER FROM OPTIMA CAPITAL LIMITED

partners. We have further considered that the economy downturn since 2008 has made the business more difficult and resulted in a lower than usual transaction amounts. Accordingly, we concur with the Directors that it would be in the interest of the Group to provide reasonable and sufficient buffer as compared with the historical transaction amounts recorded for the year ended 31 December 2008 in determining the New Caps for the year ending 31 December 2009, so as to allow the Group to cater for any surge in demand from Maersk of the Group’s services or from the Group of Maersk’s services after recovery of the economy which cannot be predicted at the moment. Apart from the above, we have considered the historical trends of the transaction amounts of the Non-exempt Continuing Connected Transactions and further reasons and factors specific to Maersk as set out below in assessing the fairness and reasonableness of the New Caps for the year ending 31 December 2009.

The actual transaction amount for the provision and receipt of Transportation and Logistics Services to and from Maersk increased by approximately 4.42% and 44.35% respectively in 2007 as compared with 2006. However, as advised by the Directors, due to the effect of the global economic downturn in 2008, the actual transaction amount for the provision and receipt of Transportation and Logistics Services to and from Maersk in 2008 has decreased by approximately 41.00% and 28.94% respectively as compared with 2007.

The extensive operation coverage of Maersk provides a reliable network as required by the Group for its business development (details of which are discussed in the section headed ‘‘Business plan of the Group’’ above). As such, notwithstanding the worldwide economic environment in the year 2008, the Company is optimistic in the business with Maersk and expected a substantial growth in the transactions amounts with Maersk may likely happen. Therefore a reasonable buffer to cater for the expected increase in the provision and receipt of Transportation and Logistics Services to and from Maersk for the year ending 31 December 2009 is considered reasonable and in line with the overall historical trends of the amounts of the respective transactions.

Apart from the factors and reasons as stated above, we also noted that in determining the New Caps for each of the years ending 31 December 2010 and 2011, the Company has assumed an annual growth rate of (i) approximately 37.5% and 22.73% respectively in respect of the provision of Transportation and Logistics Services to Maersk; and (ii) approximately 29.77% and 30.07% respectively in respect of the receipt of Transportation and Logistics Services from Maersk.

– 14 –

LETTER FROM OPTIMA CAPITAL LIMITED

In view of the discussed underlying bases and assumption of the projection with the Directors as set out above (including the historical transaction amounts with Maersk and the other reasons for the expected increase in transaction amount in the coming three years), the official statistics in relation to the PRC economy, and the shipping industry as referred to above, and the business plan of the Group as described in this letter, we are of the view that the New Caps for each of the years ending 31 December 2009, 2010 and 2011 for the provision and receipt of Transportation and Logistics Services between the Group and Maersk are fair and reasonable.

RECOMMENDATION

Having considered the above principal factors and reasons, we consider (i) the terms of the Non-exempt Continuing Connected Transactions are on normal commercial terms, in the ordinary and usual course of business of the Company, fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole; and (ii) the New Caps are fair and reasonable so far as the Company and the Independent Shareholders are concerned. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Non-exempt Continuing Connected Transactions and the New Caps.

Yours faithfully,
for and on behalf of
OPTIMA CAPITAL LIMITED
Mei H. Leung April Chan
Chairman Director

• for the purpose of identification only.

– 15 –

APPENDIX

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS

I. Interests of Directors

As at the Latest Practicable Date, so far as the Directors or supervisor of the Company are aware, none of the Directors or supervisor of the Company has interests and short positions in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they are taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) pursuant to the Model Code for Securities Transactions by Directors of Listed Companies to be notified to the Company and the Stock Exchange.

– 16 –

GENERAL INFORMATION

APPENDIX

II. Interests of Shareholders discloseable pursuant to the SFO

As at the Latest Practicable Date, so far as is known to the Directors or supervisor of the Company and based on the Company’s register required to be maintained pursuant to section 336 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), the following persons (other than a Director or supervisor of the Company) had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or who were, directly or indirectly, interested in 10 per cent. or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other members of the Group are as follows:

(a) Interests in the Shares

					% of the	% of the	% of the
					Company’s	Company’s	Company’s
	Number of Shares	held (Class of Shares)			issued total	total issued	total issued
	Long	Short	Lending		domestic	H share	share
Name of Shareholders	position	position	pool	Nature of Interests	share capital	capital	capital
中國外運長航集團有限公司	2,461,596,200	—	—	Beneficial owner	100		57.93
(whose former name is known as	(Domestic
China National Foreign Trade	Shares)
Transportation (Group)
Corporation) (Note 1)
Deutsche Post AG (Note 2)	237,468,000	—	—	Controlled corporation		13.30	5.59
	(H Shares)
Franklin Templeton Investments	196,278,000	—	—	Investment Manager		10.98	4.62
Corp.	(H Shares)
JP Morgan Chase & Co. (Note 3)	129,565,252	—	—	Controlled Corporation		7.25	3.05
	(H Shares)
	—	—	129,138,252	Custodian corporation/		7.22	3.04
			(H Shares)	approved lending
				agent
The Bank of New York Mellon	180,293,100	—	—	Controlled corporation		10.09	4.24
Corporation (Note 4)	(H Shares)
	—	—	105,664,200	Custodian corporation/		5.91	2.49
			(H Shares)	approved lending
				agent
Templeton Investment Counsel, LLC	93,443,000	—	—	Investment Manager		5.23	2.20
	(H Shares)

– 17 –

APPENDIX

GENERAL INFORMATION

• Note 1: Zhao Huxiang, Zhang Jianwei, Tao Suyun, Li Jianzhang, Yang Yuntao and Liu Jinghua are directors or employees of 中國外運長航集團有限公司 (whose former name is known as China National Foreign Trade Transportation (Group) Corporation) which is the controlling shareholder of the Company.

• Note 2: This includes 201,852,000 H Shares held by Deutsche Post Beteilgungen GmBH (‘‘Deutsche GmBH’’) and 35,616,000 shares held by DHL Exel Supply Chain (Hong Kong) Limited (‘‘Exel’’). Deutsche GmBH and Exel are both 100% held by Deutsche Post AG.

• Note 3: This includes 129,138,252 H Shares held by JPMorgan Chase Bank, N.A. and 427,000 H Shares held by J.P. Morgan Whitefriars Inc. JPMorgan Chase Bank, N.A. and J.P. Morgan Whitefriars Inc. are all 100% held by JP Morgan Chase & Co..

• Note 4: This includes 180,293,100 H Shares held by The Bank of New York Mellon, which is 100% held by The Bank of New York Mellon Corporation.

• (b) Substantial Shareholders of other members of the Group

As at the Latest Practicable Date, save as disclosed below and so far as is known to the Directors or supervisor of the Company, no person (not being a Director or supervisor of the Company) was interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the other members of the Group.

Name of entities holding Interest 10% or more interest in in relevant Name of subsidiary a member of the Group company of the Company 大韓航空有限公司 25% 銀河國際貨運航空有限公司 (Korean Airlines Co., Ltd.) (Grandstar Cargo International Co., Ltd.)

• 香港金發船務有限公司 33% 上海華發國際貨運有限公司 (Golden Shipping Co., Ltd) (Shanghai Huafa International Transportation Co., Ltd.)

• 10% 上海中外運化工國際物流有限公司 (Sinotrans Shanghai Chemical International Logistics Co. Ltd.)

• 上海森華貨運經營有限公司 10% 華發騰飛國際貨運有限公司 (Shanghai Shumhua Freight (Huafa Tanefei International Forwarding Operation Transportation Company Company Limited) Limited)

– 18 –

APPENDIX

GENERAL INFORMATION

Name of entities holding Interest 10% or more interest in in relevant Name of subsidiary a member of the Group company of the Company 日本通運株式會社 49% 上海通運國際物流有限公司 (Nippon Express Co., Ltd.) (Shanghai Express International Co., Ltd.) 美國致遠航運有限公司 45% 寧波致遠國際貨運有限公司 (South East World Wide (Ningbo Southeast Limited) International Freight Company Limited) 30% 江蘇時運國際貨運有限公司 (Jiangsu Fortunate International Company Limited) 新加坡太平船務有限公司 40% 上海華星國際集裝箱貨運有限公司 (Pacific International Lines (Shanghai Huasing (Pte) Ltd.) International Container Freight Transportation Co., Ltd.) 45% 寧波太平國際貿易聯運有限公司 (Ningbo Taiping International Trade Transportation Company Limited) 27% 寧波保稅區太平倉儲有限公司 (Ningbo Free Trade Zone Taiping Warehouse Co., Ltd.) 蘇州新區高新技術產業 40% 中外運高新物流(蘇州)有限公司 股份有限公司 (Sinotrans Gaoxin Logistics (Suzhou New District (Suzhou) Ltd.) New & Hi-Tech Industrial Co., Ltd.) 運坡工貿公司 10% 上海星明集裝箱倉儲有限公司 (Yuno Gongmao Corp.) (Shanghai Shengming Container Storage Company Limited)

– 19 –

APPENDIX

GENERAL INFORMATION

Name of entities holding Interest 10% or more interest in in relevant Name of subsidiary a member of the Group company of the Company

寧波新世紀國際投資有限公司 (Ningbo New Century International Investment Company Limited)

• 24.5% 寧波大港新世紀貨櫃有限公司 (Ningbo Dagang New Century Container Company Limited)

寧波大港貨櫃有限公司 (Ningbo Dagang Container Company Limited)

• 24.5% 寧波大港新世紀貨櫃有限公司 (Ningbo Dagang New Century Container Company Limited)

以星綜合航運有限公司 (Zim Integrated Shipping Services Ltd.)

• 49% 上海運星國際船務代理有限公司 (Shanghai Yunsheng International Shipping Agency Company Limited)

怡和船務代理(中國)有限公司 (Yihe Shipping Agency (China) Company Limited)

• 49% 上海怡定和國際船務代理有限公司 (Shanghai Yidinghe International Shipping Agency)

寧波泛洋國際貨運代理 有限公司職工持股會 (Ningbo Transocean International Forwarding Agency Ningbo Co. Ltd.)

• 40% 寧波泛洋國際貨運代理有限公司 (Ningbo Transocean International Forwarding Agency Company Limited)

寧波船務代理有限公司

職工持股會

(China Marine Shipping Agency Ningbo Co. Ltd. Employee Shareholding Society)

40% 寧波船務代理有限公司 (China Marine Shipping Agency Ningbo Co., Ltd.)

寧波外運國際貨運代理 有限公司職工持股會 (Sinotrans Ningbo International Freight Forward Agency Co., Ltd. Employee Shareholding Society)

40% 寧波外運國際貨運代理有限公司 (Sinotrans Ningbo International Freight Forwarding Agency Co., Ltd.)

– 20 –

APPENDIX

GENERAL INFORMATION

Name of entities holding Interest 10% or more interest in in relevant Name of subsidiary a member of the Group company of the Company

寧波外運國際集裝箱貨運 有限公司職工持股會 (Sinotrans Ningbo International Container Transportation Company Limited Employee Shareholding Society)

40% 寧波外運國際集裝箱貨運有限公司 (Sinotrans Ningbo International Container Transportation Company Limited)

廣東省食品進出口集團公司 (Guangdong Foodstuffs Imp & Exp (Group) Corporation)

20% 佛山中外運有限公司 (Sinotrans Foshan Company Limited)

廣東省南海食品進出口 有限公司 (Guangdong Nanhai Foodstuffs Company Limited)

25% 佛山中外運有限公司 (Sinotrans Foshan Company Limited)

錦和有限公司 (Jinhe Co., Ltd.)

35% 江門中外運倉碼有限公司 (Sinotrans Guangdong Jiangmen Warehousing & Terminal Co., Ltd.)

35% 江門外海運輸實業有限公司 (Jiangmen Foreign Transportation & Enterprises Co., Ltd.)

中山市歧江工業發展有限公司 40.564% 中山廣運貨運有限公司 (Zhongshan Qijiang (Zhongshan Sinoway Industry Development Co., Transportation Corp., Ltd.) Ltd.)

福州市國有資產經營公司 (Fuzhou City State-owned Assets Management Company)

30% 福州大裕保稅倉儲有限公司 (Fuzhou Davu Bonded Storage Company Limited)

– 21 –

APPENDIX

GENERAL INFORMATION

Name of entities holding Interest 10% or more interest in in relevant Name of subsidiary a member of the Group company of the Company

日本山九株式會社 40% 天津天山國際貨運有限公司 (Sankyu Inc.) (Tianjin Tianshan International Freight Forwarding Company Limited)

濟南大運物流有限公司 (Jnan Da Yun Logistics Co., Ltd.)

• 20% 山東中外運力神起重運輸有限公司 (Shandong Sinotrans Lishen Hoisting and Transporting Company Limited)

COTECNA INSPECTION S.A.

49% 中瑞檢驗有限公司 (Sino-Swiss Inspection Co., Ltd.)

馬士基集團香港有限公司 49% 上海中歐國際船務代理有限公司 (MAERSK Hong (Shanghai Fortune Kong Limited) International Shipping Agency Co., Ltd.)

韓進海運有限公司 (Hanjin Shipping Company Limited)

49% 上海星翰船務代理有限公司 (Shanghai Shenhan Shipping Agency Company Limited)

鴻意船務企業有限公司 (Eternal China Shipping Enterprises Ltd.)

30% 山東鴻運集裝箱工程有限公司 (Shandong Hongyun Container Engineering Co., Ltd.)

遠升有限公司 (Lailon Enterprises Ltd.)

25% 青島金運航空貨運代理有限公司 (Qingdao Jinyun Air Cargo Freight Forwarding Co. Ltd.)

25% 青島聯通報關有限公司 (Qingdao Liantong Customs Broker Co., Ltd.)

25% 山東中外運弘志物流有限公司 (Sinotrans Shandong Hongzhi Logistics Co. Ltd.)

– 22 –

APPENDIX

GENERAL INFORMATION

Name of entities holding Interest 10% or more interest in in relevant Name of subsidiary a member of the Group company of the Company 大新華輪船(烟台)有限公司 49% 青島中外運烟海國際集裝箱倉儲 (Grand China Shipping 有限公司 (Yantai) Co. Ltd.) (Sinotrans Qingdao Yanhai International Container and Storage Company Limited)

東海運株式會社 30% 青島運東儲運有限公司 (Azuma Shipping Co., Ltd.) (Qingdao Sinotrans-Azuma Logistics Co., Ltd.) 龍口港集團有限公司 49% 龍口中港集裝箱物流有限公司 (Long Kou Port (Long Kou China Container Corporation Ltd.) Logistics Co., Ltd.) 韓亞株式會社 13% 銀河國際貨運航空有限公司 (Hana Capital Co., Ltd.) (Grandstar Cargo International Co., Ltd.)

新韓株式會社 (Shinhan Capital Co., Ltd.)

11% 銀河國際貨運航空有限公司 (Grandstar Cargo International Co., Ltd.)

上海虹光實業有限公司 (Shanghai Honkwong Shiye Company Limited)

10% 上海華服商貿有限公司 (Shanghai Huafu Commercial Co., Ltd.)

寧波外運國際航空貨運 有限責任公司職工持股會 (Ningbo Sinotrans International Air Freight Forwarding Corp. Ltd. Employee Shareholding Society)

40% 寧波外運國際航空有限公司 (Ningbo Sinotrans International Air Freight Forwarding Company Limited)

北京雲海鷺商貿有限公司 40% 大連京大國際貨運代理公司 (Beijing Yunhailu (Dalian JD Cargo International Shangmao Company Co., Ltd.) Limited)

Save as disclosed above, the Directors of the Company are not aware that there is any person (other than a Director or chief executive of the Company) who, as at the Latest Practicable Date, had an interest or short position in the

– 23 –

GENERAL INFORMATION

APPENDIX

Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who is, directly or indirectly, interested in 10 per cent. or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at a general meeting of any other member of the Group.

III. Directors’ interests in competing business

Jerry Hsu (a non-executive Director) is considered to have interests in other business apart from the Group’s business, which competes or likely to compete, either directly or indirectly with the Group’s business as at the Latest Practicable Date, within the meaning of the Listing Rules. He is a representative nominated by DHL Worldwide Express BV (‘‘DHL’’), the Strategic Investor of the Company (the ‘‘Strategic Investor’’).

DHL is a member of the Deutsche Post World Net Group whose business operations are global mail, express delivery, logistics and financial services serving both in Europe and around the world.

While, for the purposes of the Listing Rules, Jerry Hsu is considered to have interests (by way of minority equity interests or stock options or directorships) in competing businesses (i.e. those of the Strategic Investor, being a major international company in the transportation and logistics industry), the Company has been and continues to carry on its business, management and operation independently of and at arms length from, those businesses and through its joint venture and cooperation arrangements with the Strategic Investor.

Zhao Huxiang, Zhang Jianwei, Tao Suyun, Li Jianzhang, Yang Yuntao and Liu Jinghua are directors or employees of Sinotrans Group Company which is the controlling shareholder of the Company. Certain subsidiaries of Sinotrans Group Company engage in the Group’s ‘‘core businesses’’ (namely freight forwarding, express services and shipping agency operations) in certain ‘‘core strategic regions’’ of the Group in the PRC which have only nominal operations which are the same as or similar to the ‘‘core businesses’’ of the Group. Details of the competition between Sinotrans Group Company and the Group and the non-competition agreement entered into between Sinotrans Group Company and the Company on 14 January 2003 are referred to in the section headed ‘‘Relationship with Sinotrans Group Company’’ in the prospectus of the Company dated 29 January 2003.

Save as disclosed above, as at the Latest Practicable Date, so far as is known to the Directors or supervisor of the Company, no other Directors or any of their respective associates had any interests in a business, which competes or may compete with the business of the Group.

– 24 –

APPENDIX

GENERAL INFORMATION

3. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors or proposed Directors had entered into or proposed to enter into any service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

4. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2008, being the date up to which the latest published audited financial statements of the Group were made up.

5. EXPERT

The following is the qualification of the IFA, which has given its opinion or advice as contained in this circular:

Name

Qualification

Optima Capital Limited

a corporation licensed to carry on type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities under the SFO

As at the Latest Practicable Date, the IFA did not have:

• (a) any direct or indirect interest in any assets which have since 31 December 2008 (being the date to which the latest published audited accounts of the Company were made up) been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group; and

• (b) any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

The IFA has given and has not withdrawn its consent to the issue of this circular with the inclusion of its letter and reference to its name in the form and context in which they respectively appear.

– 25 –

APPENDIX

GENERAL INFORMATION

6. DIRECTOR’S INTERESTS IN ASSETS/CONTRACTS AND OTHER INTERESTS

As at the Latest Practicable Date:

• (a) none of the Directors has any direct or indirect interest in any assets which have been acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2008, being the date up to which the latest published audited financial statements of the Group were made; and

• (b) none of the Directors is materially interested in any contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date which is significant in relation to the business of the Group.

7. MISCELLANEOUS

• (a) The secretary of the Company is Gao Wei.

• (b) The registered office and headquarters of the Company is situated at A43, Xizhimen Beidajie, Beijing, the People’s Republic of China 100044. The principal place of business of the Company in Hong Kong is situated at 21st Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong.

• (c) The share registrar of the Company is Computershare Hong Kong Investor Services Limited at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

In any event of inconsistency, the English language text of this circular shall prevail over the Chinese language text.

8. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the master services agreement dated 19 June 2009 entered into by the Company with Maersk, further details of which are included in the section headed ‘‘Nonexempt Continuing Connected Transaction’’ in the Letter from the Board in this circular, will be available for inspection during normal business hours on any weekday (except public holidays) at the office of Richards Butler in association with Reed Smith LLP at 20/F., Alexandra House, 16–20 Chater Road, Central, Hong Kong, from 3 July 2009, for a period of 14 days.

– 26 –

NOTICE OF EGM

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

==> picture [190 x 112] intentionally omitted <==

(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 an extraordinary general meeting (‘‘EGM’’) 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 Wednesday, 19 August 2009 at 9: 30 a.m.. for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT:

• (A) the transactions contemplated under the master services agreement entered into between the Company and 馬士基集團香港有限公司 (Maersk Hong Kong Limited) (‘‘Maersk’’) on 19 June 2009 (the ‘‘Master Services Agreement’’, a copy of which is produced to the meeting marked ‘‘A’’ and initialled by the chairman for the purpose of identification) and the annual caps for each of the three years ending 31 December 2009, 2010 and 2011 in respect of the provision and receipt of services by the Company and its subsidiaries to/from Maersk and its associates in accordance with the terms of the Master Services Agreement be and are hereby approved; and

– 27 –

NOTICE OF EGM

• (B) the directors of the Company be and are hereby authorised to take all actions and execute all documents which they deem necessary, desirable or appropriate in order to implement or give effect to the Master Services Agreement and the transactions contemplated thereunder.’’

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

3 July 2009

Notes:

1. For the purposes of ascertaining entitlement to attend the EGM, the register of members of the Company will be closed from Monday, 20 July 2009 to Wednesday, 19 August 2009, both days inclusive, during which period no share transfers will be registered for the purposes of ascertaining attendance at the EGM. To qualify for attendance at the EGM, 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 Rooms 1712–1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4: 00 p.m. on Friday, 17 July 2009, for registration.

2. Shareholders intending to attend the EGM 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 Thursday, 30 July 2009.

3. Shareholders entitled to attend and vote at the EGM 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 EGM.

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 and Jerry Hsu are nonexecutive directors of the Company and Sun Shuyi, Lu Zhengfei and Miao Yuexin are independent non-executive directors of the Company.

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