ELL Environmental Holdings Limited — Proxy Solicitation & Information Statement 2013

Feb 20, 2013

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, 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)

NEW MANDATE OF THE PROPOSED ISSUE OF DEBT FINANCING INSTRUMENTS AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the Extraordinary General Meeting of Sinotrans Limited to be held at the Meeting Room, 13th Floor, Sinotrans Plaza A, A43, Xizhimen Beidajie, Haidian District, Beijing, the PRC (Post Code 100044) on 8 April, 2013 at 9: 30 a.m. is set out on pages 6 to 9 of this circular.

A form of proxy for use at the Extraordinary General Meeting is enclosed with this circular. If you do not intend to attend the Extraordinary General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to Hong Kong registered office of the Company in 21st Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong as soon as possible and in any event not later than twenty-four (24) hours before the time appointed for holding the Extraordinary General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting or any adjournment of it, if you so wish.

20 February, 2013

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NEW MANDATE OF THE PROPOSED ISSUE OF
DEBT FINANCING INSTRUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
DIRECTORS’ RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

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

‘‘Board’’	the board of Directors of the Company
‘‘Company’’	Sinotrans Limited, a joint stock limited company incorporated in
	the PRC with limited liability, the H shares of which are listed on
	The Stock Exchange of Hong Kong Limited
‘‘Debt Financing	the debt financing instruments in domestic or overseas currency
Instruments’’	issued by the Company or its wholly-owned subsidiary in one or
	multiple batches, including the debt financing instruments	with a
	term of 1 year or more than 1 year (including but not limited to
	short-term commercial paper, medium-term notes, corporate or
	enterprise bonds, asset securitization products and asset-backed
	notes, etc.) and super & short-term commercial paper
‘‘Director(s)’’	the director(s) of the Company
‘‘Domestic Share(s)’’	domestic share(s) of RMB1.00 each in the share capital	of the
	Company
‘‘EGM’’	the extraordinary general meeting of the Company to be held at
	the Meeting Room, 13th Floor, Sinotrans Plaza A,	A43,
	Xizhimen Beidajie, Haidian District, Beijing, the PRC	(Post
	Code 100044) on Monday, 8 April, 2013 at 9: 30 a.m.
‘‘Group’’	the Company and its subsidiaries
‘‘Hong Kong’’	The Hong Kong Special Administrative Region of the PRC
‘‘H Share(s)’’	overseas listed foreign invested share(s) of RMB1.00 each	in the
	share capital of the Company
‘‘New Mandate’’	the new mandate authorising the Directors to issue	debt
	financing instruments subject to Shareholders’ approval	at the
	EGM as set out in the notice of EGM on pages 6 to 9 of this
	circular
‘‘PRC’’	the People’s Republic of China
‘‘RMB’’	Renminbi, the legal currency of PRC
‘‘Share(s)’’	Domestic Share(s) and H Share(s)
‘‘Shareholder(s)’’	holder(s) of the Shares
‘‘subsidiary(ies)’’	have the meaning given by the Rules Governing the Listing of
	Securities on the Stock Exchange of Hong Kong Limited

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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

Non-Executive Directors: Wu Dongming Liu Jinghua Jerry Hsu

Independent Non-Executive Directors: Guo Minjie Lu Zhengfei Liu Kegu Liu Junhai

Registered Office and Headquarters: Sinotrans Plaza A A43, Xizhimen Beidajie Beijing People’s Republic of China (Post Code 100044) Principal Place of Business in Hong Kong: 21st Floor, Great Eagle Centre 23 Harbour Road Wanchai Hong Kong

20 February, 2013

To the Shareholders

Dear Sir and Madam,

NEW MANDATE OF THE PROPOSED ISSUE OF DEBT FINANCING INSTRUMENTS

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the New Mandate to issue Debt Financing Instruments to enable you to make a decision on whether to vote for or against the relevant resolutions at the forthcoming EGM.

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LETTER FROM THE BOARD

NEW MANDATE OF THE PROPOSED ISSUE OF DEBT FINANCING INSTRUMENTS

1. Background

Reference is made to the circular of the Company dated 19 April, 2011 (the ‘‘Circular’’) and the poll results announcement of Extraordinary General Meeting dated 9 June, 2011 (the ‘‘Announcement’’). In order to support the business development of the Company and to expand its financing channels, the Board has resolved to obtain a New Mandate to issue Debt Financing Instruments, which shall be subject to the Shareholders’ approval by way of special resolution at the EGM. After the New Mandate to issue debt financing instruments is approved by the Shareholders, the existing mandate to issue Debt Financing Instruments as set out in the Circular and the Announcement will be replaced by the New Mandate.

2. Particulars regarding the New Mandate to issue debt financing instruments

• 1) Debt Financing Instruments with a term of 1 year or more than 1 year

• (i) Issuer: the Company or its wholly-owned subsidiary

• (ii) Place of issue: Mainland of PRC, Hong Kong (iii) Issue size: the total balance of the

  • the total balance of the Debt Financing Instruments outstanding with a term of 1 year or more than 1 year will be no more than 40% of the Group’s latest audited consolidated net assets

  • institutional and individual investors

• (iv) Target subscribers:

• (v) Issue method: issue in one or multiple batches according to market conditions and capital demand of the Company

• (vi) Interest rate: to be determined with reference to the market interest rates and according to the prevailing market conditions at the time of the issue, expected not to be higher than the benchmark lending rate quoted by the People’s Bank of China for the corresponding period

• (vii) Issue period: not more than 10 years from the issue date for the Debt Financing Instruments with a term of 1 year or more than 1 year

• (viii)Use of the proceeds to be raised from the issuance of the Debt proceeds: Financing Instruments with a term of 1 year or more than 1 year will be used towards replenishing the Company’s capital expenditure for its core businesses and its working capital, and repaying the Company’s maturity debt

• 2) super & short-term commercial paper

• (i) Issuer: the Company or its wholly-owned subsidiary (ii) Place of issue: Mainland of PRC, Hong Kong (iii) Issue size: the total balance of super & short-term commercial paper outstanding will not exceed RMB5 billion

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LETTER FROM THE BOARD

• (iv) Target subscribers:

• (v) Issue method:

• institutional and individual investors

• issue in one or multiple batches according to market conditions and capital demand of the Company

• (vi) Interest rate: to be determined with reference to the market interest rates and according to the prevailing market conditions at the time of the issue, expected not to be higher than the benchmark lending rate quoted by the People’s Bank of China for the corresponding period

• (vii) Issue period: not more than 270 days from the issue date for the super & short-term commercial paper

• (viii)Use of proceeds:

• the proceeds to be raised from the issuance of super & shortterm commercial paper will be used towards replenishing the Company’s working capital and repaying the Company’s maturity debt

• 3) Details of the resolution

It is proposed that the Shareholders approve the New Mandate to issue Debt Financing Instruments and to authorize any two executive Directors, for a period of three years commencing from the date when the special resolution is passed at the EGM and within the effective period of the registration of the Debt Financing Instruments, to generally and unconditionally deal with all matters relating to the issue of the Debt Financing Instruments according to the market condition. The authorization shall include (but not limited to) the following:

• (a) To decide the terms of the issue of Debt Financing Instruments, including but not limited to the type, principle amount, interest rate, issue period, credit rating, guarantee, whether or not to set repurchase or redemption terms, whether or not to allot to the Shareholders and whether or not to set options to adjust coupon rate and the use of the proceeds, etc;

• (b) To select and engage qualified professional intermediaries, including but not limited to selecting and engaging the underwriting institutions, credit rating authority and legal counsel;

• (c) To undergo all necessary negotiations, and to amend and execute all relevant agreements and other necessary documents (including but not limited to the applications for approval of the issue of the Debt Financing Instrument, registration report, offering document, underwriting agreement, related announcements and documents for disclosures);

• (d) To apply for all necessary approvals and make all necessary filings and registrations in connection with the Debt Financing Instruments, including but not limited to submitting application for registration to the relevant authorities in the PRC in relation to the issue of the Debt Financing Instruments and obtaining the permission from the relevant authorities (if

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LETTER FROM THE BOARD

needed) and making necessary amendments to the proposal on the issue of the Debt Financing Instruments in response to any request from the relevant authorities in the PRC; and

• (e) To take all necessary actions and deal with or make decisions on all matters relevant to the issue of the Debt Financing Instruments, including but not limited to signing all the necessary documents and disclosing information in accordance with the applicable laws and regulations.

3. Reasons for, and benefits of issuing debt financing instruments

The Board believes that obtaining the New Mandate to issue the Debt Financing Instruments will provide greater flexibility to the Group’s source of funding with different maturity date for the Company and its subsidiaries and help improving the Company’s debt structure and reducing its financing costs.

The Board is of the view that the New Mandate is in the interest of the Company and its Shareholders as a whole.

The issue of Debt Financing Instruments may or may not proceed. Shareholders and investors should therefore exercise caution in dealing in the Shares.

NOTICE OF EGM

The notice of the EGM, which contains, inter alia, a special resolution to approve the New Mandate of the proposed issue of Debt Financing Instruments, is set out on pages 6 to 9 of this circular.

DIRECTORS’ RECOMMENDATION

The Directors consider the New Mandate of the proposed issue of Debt Financing Instruments is in the interests of the Group and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of special resolution to be proposed at the EGM.

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

Beijing, 20 February, 2013

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NOTICE OF EGM

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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 the extraordinary general meeting (the ‘‘EGM’’) of Sinotrans Limited (the ‘‘Company’’) will be held at the Meeting Room, 13th Floor, Sinotrans Plaza A, A43, Xizhimen Beidajie, Haidian District, Beijing, the People’s Republic of China (‘‘PRC’’) (Post Code 100044) on 8 April, 2013 at 9: 30 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following special resolution of the Company:

SPECIAL RESOLUTION

‘‘THAT the following new mandate in respect of the issue of debt financing instruments is hereby approved:

A. Particulars regarding the new mandate of the proposed issue of debt financing instruments are as follows:

• a. Debt Financing Instruments with a term of 1 year or more than 1 year

(i) Issuer: the Company or its wholly-owned subsidiary (ii) Place of issue: Mainland of PRC, Hong Kong (iii) Issue size: the total balance of the Debt Financing Instruments outstanding with a term of 1 year or more than 1 year will be no more than 40% of the Group’s latest audited consolidated net assets (iv) Target institutional and individual investors subscribers: (v) Issue method: issue in one or multiple batches according to market conditions and capital demand of the Company (vi) Interest rate: to be determined with reference to the market interest rates and according to the prevailing market conditions at the time of the issue, expected not to be higher than the benchmark lending rate quoted by the People’s Bank of China for the corresponding period (vii) Issue period: not more than 10 years from the issue date for the Debt Financing Instruments with a term of 1 year or more than 1 year

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NOTICE OF EGM

  - (viii)Use of the proceeds to be raised from the issuance of the Debt proceeds: Financing Instruments with a term of 1 year or more than 1 year will be used towards replenishing the Company’s capital expenditure for its core businesses and its working capital, and repaying the Company’s maturity debt

• b. super & short-term commercial paper

  • (i) Issuer: the Company or its wholly-owned subsidiary (ii) Place of issue: Mainland of PRC, Hong Kong (iii) Issue size: the total balance of super & short-term

  • (iii) Issue size: the total balance of super & short-term commercial paper outstanding will not exceed RMB5 billion

  • (iv) Target institutional and individual investors subscribers:

  • (v) Issue method: issue in one or multiple batches according to market conditions and capital demand of the Company

  • (vi) Interest rate: to be determined with reference to the market interest rates and according to the prevailing market conditions at the time of the issue, expected not to be higher than the benchmark lending rate quoted by the People’s Bank of China for the corresponding period

  • (vii) Issue period: not more than 270 days from the issue date for the super & short-term commercial paper

  • (viii)Use of the proceeds to be raised from the issuance of super & proceeds: short-term commercial paper will be used towards replenishing the Company’s working capital and repaying the Company’s maturity debt

• B. Granting of authority to any two executive Directors to deal with matters relating to the issue of the Debt Financing Instruments

Any two executive Directors be and are hereby authorized, for a period of three years commencing from the date when this special resolution was approved at the EGM and within the effective period of the registration of the Debt Financing Instruments, to generally and unconditionally deal with all matters relating to the issue of the Debt Financing Instruments according to the market condition, including but not limited to the following matters:

• (i) To decide the terms of the issue of Debt Financing Instruments, including but not limited to the type, principle amount, interest rate, issue period, credit rating, guarantee, whether or not to set repurchase or redemption terms, whether or not to allot to the shareholders of the Company and whether or not to set options to adjust coupon rate and the use of the proceeds, etc;

• (ii) To select and engage qualified professional intermediaries, including but not limited to selecting and engaging the underwriting institutions, credit rating authority and legal counsel;

• (iii) To undergo all necessary negotiations, and to amend and execute all relevant agreements and other necessary documents (including but not limited to the applications for approval of the issue of the Debt Financing Instrument, registration report, offering document, underwriting agreement, related announcements and documents for disclosures);

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NOTICE OF EGM

• (iv) To apply for all necessary approvals and make all necessary filings and registrations in connection with the Debt Financing Instruments, including but not limited to submitting application for registration to the relevant authorities in the PRC in relation to the issue of the Debt Financing Instruments and obtaining the permission from the relevant authorities (if needed) and making necessary amendments to the proposal on the issue of the Debt Financing Instruments in response to any request from the relevant authorities in the PRC;

• (v) To take all necessary actions and deal with or make decisions on all matters relevant to the issue of the Debt Financing Instruments, including but not limited to signing all the necessary documents and disclosing information in accordance with the applicable laws and regulations; and

• (vi) For the purposes of this resolution, the term ‘‘Debt Financing Instruments’’ means the debt financing instruments in domestic or overseas currency issued by the Company or its wholly-owned subsidiary in one or multiple batches, including the debt financing instruments with a term of 1 year or more than 1 year (including but not limited to short-term commercial paper, mediumterm notes, corporate or enterprise bonds, asset securitization products and asset-backed notes, etc.) and super & short-term commercial paper.’’

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

Beijing, 20 February, 2013

Notes:

1. The register of members of the Company will be closed from 8 March, 2013 to 8 April, 2013, both days inclusive, during which period no share transfers will be registered. The purpose of the book closure is to allow the Company to determine who shall qualify to attend and vote at the EGM. The record date for the purpose of such determination shall be 8 April, 2013. To qualify for attendance at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of Shops 1712–1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4: 30 p.m. on 7 March, 2013, 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: 30 p.m. on 19 March, 2013.

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 notarized 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.

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NOTICE OF EGM

1. As at the date of this announcement, 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.

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