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ELL Environmental Holdings Limited Proxy Solicitation & Information Statement 2011

Nov 14, 2011

49895_rns_2011-11-13_774f41e5-3156-471f-a19b-3c54c7657aaf.pdf

Proxy Solicitation & Information Statement

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

(Stock code: 0598)

Form of proxy for use at the Extraordinary General Meeting (or at any adjournment thereof)

I/We[1] of being the registered holder(s) of[2] shares of RMB1.00

each in the capital of Sinotrans Limited (the ‘‘Company’’), HEREBY APPOINT[3] the chairman of the Extraordinary General Meeting,

or of

as my/our proxy to attend for me/us at the Extraordinary General Meeting (and at any adjournment thereof) to be held at No. 1 Meeting Room, 12th Floor, Sinotrans Plaza A, A43, Xizhimen Beidajie, Haidian District, Beijing (Post Code 100044), the People’s Republic of China on Friday, 30th December 2011 at 9: 30 am. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated.

ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS FOR4 AGAINST4
1. To approve each of the following resolutions in relation to re-election and appointmentof directors and/or supervisor of the Company.
(A)to approve the re-election of Mr. Zhang Jianwei as executive director of theCompany;
(B)to approve the re-election of Ms. Tao Suyun as executive director of theCompany;
(C)to approve the re-election of Mr. Yang Yuntao as non-executive director of theCompany;
(D)to approve the appointment of Mr. Liu Kegu as independent non-executivedirector of the Company;
(E)to approve the appointment of Mr. Zhou Fangsheng as supervisor of theCompany.
2. To authorise the board of directors of the Company to determine the remuneration of thedirectors and the supervisors of the Company.
3. To approve the transactions contemplated under the master services agreement enteredinto between the Company and each of (a) SINOTRANS & CSC Holdings CorporationLimited; (b) Sinotrans Shandong Hongzhi Logistics Co. Ltd; (c) Qingdao Jinyun AirCargo Freight Forwardings Co. Ltd.; and (d) Qingdao Liantong Customs Co. Ltd. on 1stNovember 2011.
SPECIAL RESOLUTION
4. To approve the amendment of the articles of association of the Company.

Signature(s)[5] Date

Notes:

  1. Full name(s) and address(es) must be inserted in BLOCK CAPITAL.

  2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

  3. If any proxy other than the chairman is preferred, strike out ‘‘the chairman of the Extraordinary General Meeting, or’’ and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE BOX MARKED ‘‘AGAINST’’. Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the said meeting other than those referred to in the notice convening the meeting.

  5. 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.

  6. The instrument appointing a proxy shall be in writing under the hand of the appoint or of a person authorised by the appointor in writing or if the appointor is a legal person, under its seal or under the hand of its directors or its duly appointed agent.

  7. 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.