ELL Environmental Holdings Limited — Proxy Solicitation & Information Statement 2014

Feb 12, 2014

NOTICE OF EXTRAORDINARY GENERAL MEETING

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.

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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 ‘‘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 31 March, 2014 at 9: 30 a.m. for the purpose of considering and, if thought fit, approving, with or without modifications, the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and, if thought fit, approve, with or without modifications, by way of separate ordinary resolutions, each of the following resolutions in relation to appointment of directors and/or supervisor of the Company:

2. ‘‘(A) THAT the appointment of Mr. Li Guanpeng as executive director of the Company be and is hereby approved;’’

3. ‘‘(B) THAT the appointment of Mr. Wang Lin as non-executive director of the Company be and is hereby approved;’’

4. ‘‘(C) THAT the appointment of Mr. Yu Jianmin as non-executive director of the Company be and is hereby approved;’’

5. ‘‘(D) THAT the appointment of Mr. Wu Dongming as supervisor of the Company be and is hereby approved.’’

6. To authorise the board of directors of the Company to determine the remuneration of the directors and the supervisor of the Company.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION

To consider and, if thought fit, approve, with or without modifications, the following resolution as special resolution of the Company:

1. ‘‘THAT the articles of association of the Company be and are hereby amended as follows:

Deleting the second paragraph of article 93 of the Articles of Association of the Company, which provides that: ‘‘The Board shall have a chairman.’’ and replacing it with the following:

‘‘The Board shall have a chairman and a vice chairman.’’; and

Amending article 94 of the Articles of Association of the Company by deleting ‘‘The chairman of the Board shall be elected or removed by a majority of the board directors. The chairman shall serve a term of 3 years, and may serve consecutive terms if reelected.’’ and replacing it with the following:

‘‘The chairman and the vice chairman of the Board shall be elected or removed by a majority of the board directors. The chairman and the vice chairman shall serve a term of 3 years, and may serve consecutive terms if re-elected.’’’’

By order of the Board Sinotrans Limited Gao Wei Company Secretary

Beijing, China 12 February, 2014

Registered Office

Sinotrans Plaza A A43, Xizhimen Beidajie

Beijing Haidian District People’s Republic of China 100044

Notes:

1. The Register of Members of the Company will be closed from 1 March, 2014 to 31 March, 2014, 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 28 February, 2014, 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 11 March, 2014.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. 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.

2. 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.

3. Li Guanpeng (‘‘Mr. Li’’), age 47, joined 中國外運（集團）總公司 (Sinotrans Group Company) (‘‘Sinotrans Group Company’’) in 1989 and worked in 中國外運廣東有限公司黃埔分公司 (Sinotrans Guangdong Company Limited Huangpu Branch) (‘‘Sinotrans Guangdong’’). Mr. Li served as the general manager of Zhuhai Shipping Agency Co., Limited and Guangdong Shipping Agency Co., Limited successively in 1994 and 1998. In September 1999, Mr. Li took the position of the vice general manager of Sinotrans Guangdong. From January 2009 to January 2010, Mr. Li was temporarily transferred to the Ministry of Transport and served as assistant to the director. In March 2010, Mr. Li was appointed as the general manager of Sinotrans Guangdong. Mr. Li graduated from Sun Yat-sen University in 1989 and obtained his bachelor degree in English language and literature. Mr. Li is currently studying the EMBA program in Lingnan (university) college of Sun Yat-sen University. On 21 August, 2013, Mr. Li was appointed vice president of the Company. In February 2014, Mr. Li was appointed president of the Company. In accordance with the Articles of Association of the Company, Mr. Li’s appointment will be for three years with effect from the date of obtaining approval at the Extraordinary General Meeting. Mr. Li did not hold any directorships in any other listed companies in the past three years. Save as disclosed in this notice, Mr. Li did not hold any positions in any group members of the Company. The amount of Mr. Li’s emoluments will be determined by the Board of the Company from time to time based on his scope of work and performance. Mr. Li is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the date of the notice, he was not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed above, there are no other matters in respect of the appointment of Mr. Li that is required to be disclosed under Rule 13.51(2)(h) to (w) of the Listing Rules and there are no other matters that need to be brought to the attention of the Company’s shareholders.

4. Wang Lin (‘‘Mr. Wang’’), age 55, started his career within the Sinotrans Group Company in 1983 by serving in the Ningbo branch of Sinotrans Zhejiang Company Limited. In 1996, Mr. Wang was promoted to the General Manager of 中國外運寧波（集團）公司 (Sinotrans Ningbo Group Company). In 1998, he became the General Manager of Sinotrans Zhejiang Company Limited which merged with 中國外運寧波公 司 (Sinotrans Ningbo Company) in the same year. In 1999, Mr. Wang became the General Manager of Sinotrans Jiangsu Company. Mr. Wang was appointed Vice President of the Company and the General Manager of Sinotrans Eastern Company Limited in 2002 and from March 2003, he also acted as Chairman of Sinotrans Eastern Company Limited. Mr. Wang was appointed Vice President of the Company in November 2002. Mr. Wang obtained the licence of international business engineer. In accordance with the Articles of Association of the Company, Mr. Wang’s appointment will be for three years with effect from the date of obtaining approval at the Extraordinary General Meeting. Mr. Wang did not hold any directorships in any other listed companies in the past three years. Save as disclosed in this notice, Mr. Wang did not hold any positions in any group members of the Company. The amount of Mr. Wang’s emoluments will be determined by the Board of the Company from time to time based on his scope of work and performance. Mr. Wang is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the date of the notice, he was not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed above, there are no other matters in respect of the appointment of Mr. Wang that is required to be disclosed under Rule 13.51(2)(h) to (w) of the Listing Rules and there are no other matters that need to be brought to the attention of the Company’s shareholders.

5. Yu Jianmin (‘‘Mr. Yu’’), age 48, began working in the Liner Department of Sinotrans Group Company in 1990 and was seconded to serve as the Chief Representative at Sinotrans Group Company’s Italian representative office in 1993. In 1998, he returned to China to serve as Vice General Manager of Sinotrans

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Group Company’s Investment Management Department. Since 1999, Mr. Yu served as the General Manager of Sinotrans Group Company’s Logistics Development Department. Mr. Yu obtained his master degree from the Dalian Maritime University in 1990. He also obtained his Master of Business Administration degree from China Europe International Business School in 2002. From November 2002 to September 2008, Mr. Yu became the Assistant President of the Company. Mr. Yu was appointed Vice President of the Company in October 2008. Mr. Yu served as director of Sinotrans Air Transportation Development Company Limited (‘‘Sinoair’’), a subsidiary of the Company listed on the Shanghai Stock Exchange from October 2007 to April 2012, and he served as vice chairman of the board of Sinoair from December 2009 to April 2012. In accordance with the Articles of Association of the Company, Mr. Yu’s appointment will be for three years with effect from the date of obtaining approval at the Extraordinary General Meeting. Save as disclosed in this notice, Mr. Yu did not hold any directorships in any other listed companies in the past three years and did not hold any positions in any group members of the Company. The amount of Mr. Yu’s emoluments will be determined by the Board of the Company from time to time based on his scope of work and performance. Mr. Yu is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the date of the notice, he was not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed above, there are no other matters in respect of the appointment of Mr. Yu that is required to be disclosed under Rule 13.51(2)(h) to (w) of the Listing Rules and there are no other matters that need to be brought to the attention of the Company’s shareholders.

1. Wu Dongming (‘‘Mr. Wu’’), age 50, Mr. Wu began his career in the Sinotrans Group Company in 1986. From 1988 to 1990, he served in TNT Skypak-Sinotrans Company as the National Operation Manager and the General Assistant to General Manager. In 1990, Mr. Wu served as department manager in Sinoair and later became General Manager of Associated International Freight Forwarding Co., Ltd. in 1995. In 1997, Mr. Wu was appointed the Deputy Managing Director and then the Managing Director of DHLSinotrans Air Courier Co., Ltd. Mr. Wu was appointed Vice President of the Company from November 2002 to March 2012. Mr. Wu was appointed non-executive Director of the Company in June 2012. In February 2014, Mr. Wu ceased to act as non-executive Director of the Company. Mr. Wu graduated from International Economy Cooperation Department of Beijing International Studies University in 1986, and obtained EMBA degree from Peking University in 2003. Mr. Wu has not entered into any service contract with the Company and is not entitled to any remuneration and bonus payments for his supervisor’s service. In accordance with the Articles of Association of the Company, Mr. Wu’s appointment will be for three years with effect from the date of obtaining approval at the Extraordinary General Meeting. Save as disclosed in this notice, Mr. Wu did not hold any directorships in any other listed companies in the past three years and did not hold any positions in any group members of the Company. Mr. Wu is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the date of the notice, he was not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed above, there are no other matters in respect of the appointment of Mr. Wu that is required to be disclosed under Rule 13.51(2)(h) to (w) of the Listing Rules and there are no other matters that need to be brought to the attention of the Company’s shareholders.

2. The Articles of Association of the Company provide only for the office of the Chairman of the Board. In view of the size of the Company and its operations, the Board consider that it necessary and desirable to enhance the efficiency of the Board for there to be a vice-chairman to the Board. Accordingly, the Company is putting forward resolution number 3 to amend the existing Articles of Association, the effect of which is to create the position of a vice-chairman of the Board, to provide for his appointment or removal and term of office along the same lines as applicable to the chairman of the Board.

3. As at the date of this notice, Zhao Huxiang, Zhang Jianwei, Tao Suyun and Li Jianzhang are executive directors of the Company; 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.

4. For identification purposes only

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