ELL Environmental Holdings Limited — Proxy Solicitation & Information Statement 2013

Jul 12, 2013

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 [233 x 108] 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 the extraordinary general meeting (the ‘‘Extraordinary General Meeting’’) of Sinotrans Limited (the ‘‘Company’’) will be held at 13F Meeting Room, Sinotrans Plaza A, A43, Xizhimen Beidajie, Haidian District, Beijing 100044, the People’s Republic of China on Friday, 30 August, 2013 at 9: 30 a.m. for the purpose of considering and approving the following resolution:

ORDINARY RESOLUTION

‘‘THAT Mr. Lu Zhengfei be re-elected as an independent non-executive director of the Company and the board of directors of the Company be authorised to determine his remuneration.’’

By order of the Board Sinotrans Limited Gao Wei Company Secretary

Beijing, China 12 July, 2013

Registered Office

Sinotrans Plaza A A43, Xizhimen Beidajie Beijing Haidian District People’s Republic of China 100044

– 1 –

Notes:

1. The Register of Members of the Company will be closed from 30 July, 2013 to 30 August, 2013, 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, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4: 30 p.m. on 29 July, 2013, 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 10 August, 2013.

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. Mr. Lu Zhengfei (‘‘Mr. Lu’’), age 49. Mr. Lu holds a doctorate degree in Economics. Mr. Lu is the Associate Dean of Guanghua School of Management and the Professor of Accounting in GSM of Peking University. Mr. Lu also holds several academic and social positions such as consulting expert for China Financial Accounting Standards Board of Ministry of Finance, member and director of China Accounting Association. Mr. Lu is also serving as independent non-executive directors for three other companies — Sino Biopharmaceutical Limited, Sinoma (both of which are listed on the Hong Kong Stock Exchange) and Lian Life Insurance Co., Ltd.. Mr. Lu is also serving as an independent supervisor of PICC which is listed on the Hong Kong Stock Exchange. Mr. Lu obtained his Master degree in Accounting and Financial Management in the Renmin University in 1988, and then obtained his Ph.D. in Business Management in Nanjing University in 1996. Between 1997 and 1999, Mr. Lu undertook postdoctoral studies in Economy (Accounting) Postdoctoral Station in the Renmin University.

6. Mr. Lu’s term of office will expire on 17 October 2013, and then Mr. Lu has acted as independent nonexecutive director of the Company for nine years. Since being an independent non-executive director of the Company, Mr. Lu has carefully and diligently performed his duties as a director. Mr. Lu is not related to controlling shareholders of the Company, actual controller, other directors, senior management or any unit or any individual that has interests in the Company. Moreover, Mr. Lu is not involved in the daily management of the Company, and no relationships or circumstances constitute intervention towards the exercise of his independent judgement. The Board believes that Mr. Lu still has independence required in the Listing Rule 3.13, and unanimously agrees to propose the Extraordinary General Meeting to consider the re-appointment of Mr. Lu to be independent non-executive director of the Company.

7. In accordance with the Articles of Association of the Company, Mr. Lu’s appointment will be for three years with effect from 18 October, 2013. Mr. Lu is not related to any director, senior management or substantial or controlling shareholders of the Company. He is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong). Mr. Lu will not enter into any service contract with the Company. He will be entitled to a director’s fee based on his actual service provided to the Company. Mr. Lu will not be entitled to any bonus payments. Save as disclosed herein, there are no other matters required to be disclosed under Rule 13.51(2)(h) to (w) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and there are no other matters that need to be brought to the attention of the Company’s shareholders in respect of his reelection.

8. As at the date of this notice, Zhao Huxiang, Zhang Jianwei, Tao Suyun and Li Jianzhang are executive directors of the Company; Wu Dongming, Liu Jinghua and Jerry Hsu are non-executive directors of the Company; and Guo Minjie, Lu Zhengfei, Liu Kegu and Liu Junhai are independent non-executive directors of the Company.

– 2 –