ELL Environmental Holdings Limited — Proxy Solicitation & Information Statement 2009

Feb 24, 2009

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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 9: 30 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:

• (A) the transactions contemplated under the master services agreement entered into between the Company and each of (a) China National Foreign Trade Transportation (Group) Corporation (中國對外貿易運輸集團總公司) (‘‘Sinotrans Group Company’’); (b) 大連日通外運物流有限公司 (Nittsu Sinotrans Logistic Dalian Co. Ltd.); (c) 大新 華輪船(烟台)有限公司) (Grand China Shipping (Yantai) Co. Ltd) (companies listed in (b) and (c) above together, the ‘‘Connected Joint Venture Partners’’); (d) 江門中外 運倉碼有限公司 (Sinotrans Guangdong Jiangmen Warehousing & Terminal Co., Ltd.) and 江門外海運輸實業有限公司 (Jiangmen Foreign Transportation & Enterprises Co., Ltd.); (e) 青島金運航空貨運代理有限公司 (Qingdao Jinyun Air Cargo Freight Forwarding Co. Ltd.); and (f) 山東中外運弘志物流有限公司 (Sinotrans Shandong Hongzhi Logistics Co. Ltd.) (formerly known as 山東外運弘 志國際集裝箱運輸有限公司 (Sinotrans Shandong Hongzhi International Container Transportation Co., Ltd.*) (companies listed in (d), (e) and (f) above together, the ‘‘Connected Non Wholly-Owned Companies’’) on 4 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 ‘‘F’’ 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 Sinotrans Group Company, the Connected JV Partners and the Connected Non Wholly-Owned Companies and their respective associates in accordance with the terms of the relevant Master Services Agreement as set out on pages 5 to 14 of the shareholders’ circular dated 25 February 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.’’

• ‘‘THAT Mr. Jiang Jian be elected as a supervisor of the Company and the board of directors of the Company be authorised to determine his remuneration.’’

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

25 February 2009

Notes:

1. The register of members of the Company will be closed from 30 March 2009 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.

5. Set out below are the particulars of Mr. Jiang Jian, who is proposed to be elected as a supervisor of the Company:

Mr. Jiang Jian (江艦), age 44, joined Sinotrans Group in 1988, serving in Liaoning Shipping Agency Company. From June 1995 to May 1998, Mr. Jiang acted as Deputy Manager and General Manager of Liaoning Container Shipping Company. Mr. Jiang was appointed Deputy General Manager of Sinotrans Liaoning Company in June 1998. Mr. Jiang was promoted General Manager of Sinotrans Liaoning Company in September 2001 and General Manager of Sinotrans Liaoning Limited Company in December 2002. Since October 2008, Mr. Jiang was appointed assistant president and General Manager of Human Resources Department of Sinotrans Group Company. Mr. Jiang graduated from Dalian Maritime University in 1988 and got a doctorate degree from Dalian Maritime University in October 2007. He has not held any directorship in any other listed companies in the last three years.

In accordance with the Articles of Association of the Company, Mr. Jiang’s appointment will be for three years with effect from Shareholders’ approval at the EGM. Mr. Jiang is an eligible participant under the Company’s share appreciation rights plan (‘‘SARs Plan’’) which entitles him to cash payment in accordance with the terms and conditions of the SARs Plan. As at the Latest Practicable Date, Mr. Jiang held 240,000 rights under the Company’s SARs Plan. Save as disclosed above, Mr. Jiang is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, he was not interested in shares of the Company within the meaning of Part XV of the SFO.

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Mr. Jiang will not enter into any service contract with the Company and will not be entitled to any remuneration for his supervisor’s service. There is no other information in relation to Mr. Jiang 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 in relation to the appointment of Mr. Jiang that need to be brought to the attention of the Shareholders.

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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