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ELL Environmental Holdings Limited Proxy Solicitation & Information Statement 2016

Nov 1, 2016

49895_rns_2016-11-01_9d7d3186-8466-43e3-be53-4def2eb25d8f.pdf

Proxy Solicitation & Information Statement

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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 the Meeting Room, 11th Floor, Building 10/Sinotrans Tower B, No.5 Anding Road, Chaoyang District, Beijing 100029, the People’s Republic of China on 15 December 2016 at 9:30 a.m. for the purpose of considering and, if thought fit, approving, with or without modifications, the following resolutions:

ORDINARY RESOLUTIONS

THAT Mr. Song Dexing be elected as an executive director of the Company and the board of directors of the Company be authorized to determine his remuneration.”

By order of the Board Sinotrans Limited Gao Wei Company Secretary

Beijing, China 1 November 2016

Registered Office

Sinotrans Plaza A, A43, Xizhimen Beidajie Beijing 100082, China

Notes:

General Information

  1. The Register of Members of the Company will be closed from 15 November 2016 to 15 December 2016, 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 14 November 2016, 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 25 November 2016.

  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.

Biography of Proposed Director

  1. Song Dexing, aged 53, is a Senior Engineer graduating from port engineering major of Wuhan University of Technology (formerly known as Wuhan Institute of Water Transportation Engineering) and obtaining the Ph.D. degree in Management from Huazhong University of Science and Technology. Mr. Song successively held the posts of Secretary of the Youth League Committee and Engineer of Water Transport Planning and Design Institute of Ministry of Transport of the PRC, Deputy Head of the lecturer delegation in Sichuan sent by Ministry of Transport, Deputy Division Director and Division Director of Container Division and Domestic Division of Water Transportation Department of Ministry of Transport, Deputy Mayor of Luoyang City (temporary post), Associate Director of the Research Institute of Water Transportation of Ministry of Transport, Deputy Director and Director of the Yangtse Gorges Navigation Administration Bureau, Deputy Director and Director of Water Transportation Department of Ministry of Transport and Director of Water Transportation Bureau of Ministry of Transport, as well as held a concurrent post of Director of Taiwan Affairs Office of Ministry of Transport. In September 2014, Mr. Song was appointed as the Deputy Chairman and Member of the Standing Committee of Party Committee of SINOTRANS & CSC Holdings Co., Ltd., and thereafter successively held the posts of Deputy Party Secretary and Secretary of Discipline Inspection Commission of SINOTRANS & CSC Holdings Co., Ltd.. In June 2016, Mr. Song was appointed as the General Manger and Deputy Party Secretary of SINOTRANS & CSC Holdings Co., Ltd. and the Head of Integrated Logistics Department of China Merchants Group Limited. Save as disclosed above, 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. Song’s appointment will be for a term of three years with effect from 15 December 2016 to the date of the annual general meeting of the Company held in 2019 subject to shareholders’ approval being obtained at the Extraordinary General Meeting. Mr. Song will not enter into any service contract with the Company or receive any remuneration or bonus as a director. Save as disclosed above, Mr. Song is not related to any directors, senior management or substantial or controlling shareholders of the Company. As at the date of this notice, he was not interested in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”). Save as disclosed above, there is no other information relating to the appointment of Mr. Song that is required to be disclosed pursuant to Rule 13.51(2)(h) to (w) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). There are no other matters that need to be brought to the attention of the shareholders of the Company.

  1. As at the date of this notice, the board of directors of the Company comprises: Zhao Huxiang (Chairman), Li Guanpeng (executive director), Wang Lin (executive director), Yu Jianmin (executive director), Wu Xueming (executive director), Jerry Hsu (non-executive director), and four independent non-executive directors, namely Guo Minjie, Lu Zhengfei, Han Xiaojing and Liu Junhai.