ELL Environmental Holdings Limited — Proxy Solicitation & Information Statement 2009

Mar 11, 2009

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

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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 an 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, the People’s Republic of China 100044 on Thursday, 30 April 2009 at 10: 00 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 each of (a) 東海運株式會社 (Azuma Shipping Co., Ltd*); (b) Cotecna Inspection S.A. (companies listed in (a) and (b) above together, the ‘‘Connected Joint Venture Partners’’); and (c) 江蘇時運國際貨運有限公司 (Jiangsu Fortunate International Freight Co., Ltd.*) (the ‘‘Connected Non Wholly-Owned Company’’) on 24 February 2009 (each a ‘‘Master Services Agreement’’ and collectively the ‘‘Master Services Agreements’’, a copy of each of which are produced to the meeting marked ‘‘A’’ to ‘‘C’’ 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 each of the Connected Joint Venture Partners and the Connected Non Wholly-Owned Company and their respective associates in accordance with the terms of the relevant Master Services Agreement as set out on pages 4 to 7 of the shareholders’ circular dated 12 March 2009 issued by the Company be and are hereby approved; and

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• (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 Agreements and transactions contemplated thereunder.’’

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

12 March 2009

Notes:

1. The register of members of the Company will be closed from 30 March 2009 to 30 April 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 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 27 March 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: 00 p.m. on 10 April 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 announcement, Zhao Huxiang, Zhang Jianwei, Tao Suyun and Li Jianzhang are executive directors of the Company. Yang Yuntao, Liu Jinghua, Jerry Hsu and Peter Landsiedel are non-executive directors of the Company and Sun Shuyi, Lu Zhengfei and Miao Yuexin are independent non-executive directors of the Company.

• for the purpose of identification only

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