ELL Environmental Holdings Limited — Proxy Solicitation & Information Statement 2016

Mar 31, 2016

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 H SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting (the “H Shares Class Meeting”) for holders of H shares in the capital of Sinotrans Limited (the “Company”) will be held at the Meeting Room, 13th Floor, Sinotrans Plaza A, A43, Xizhimen Beidajie, Haidian District, Beijing 100082, the People’s Republic of China on 18 May 2016 at 10: 00 a.m. or immediately after the conclusion or adjournment of the annual general meeting (‘‘Annual General Meeting’’) of the Company to be held at the same place and on the same day at 9: 30 a.m. for the following purposes:

SPECIAL RESOLUTION

To consider and, if thought fit, pass with or without amendments, the following resolution as special resolution:

“ THAT :

• (a) subject to (i) paragraph (b) below and compliance with all applicable laws and regulations of the People’s Republic of China; and (ii) the passing of a special resolution by the shareholders of the Company at the Annual General Meeting and the passing of a special resolution by the holders of domestic shares (‘‘Domestic Shares’’) in the capital of the Company in a class meeting (‘‘Domestic Shares Class Meeting’’) to confer the authority to directors of the Company (‘‘Directors’’) contemplated in this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its H shares in the capital of the Company be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of H shares in the capital of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10 percent. of the aggregate nominal amount of the H shares in the capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and

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• (c) for the purposes of this resolution:

  • ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of next annual general meeting of the Company; or

  • (ii) the expiration of the 12-month period following the passing of this resolution; or

  • (iii) the revocation or variation of this resolution by a special resolution of the shareholders of the Company in general meeting.”

By order of the Board Sinotrans Limited Gao Wei Company Secretary

Beijing, China 31 March 2016

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

Notes:

1. The Register of Members of the Company will be closed from 18 April 2016 to 18 May 2016, both days inclusive, during which period no share transfers will be registered. To qualify for any of attendance at the Annual General Meeting, the H Shares Class Meeting and/ or the Domestic Shares Class 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 Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 15 April 2016, for registration.

2. Shareholders intending to attend the H Shares Class Meeting shall give written notice of the same the Company, which shall be lodged at the registered office of the Company on or before 4:30 p.m. on 28 April 2016.

3. Shareholders entitled to attend and vote at the H Shares Class 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 H Shares Class Meeting.

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1. The board of Directors has recommended the payment of a final dividend of RMB 0.07 per share, subject to passing of the resolution authorizing the board of Directors to propose, declare or pay the final dividend for 2015 by shareholders at the Annual General Meeting to be held in 2016. The recommended final dividend will be paid on or before 22 July 2016 to the shareholders as registered at the close of business on 30 May 2016. The record date for the recommended final dividend is at the close of business on 30 May 2016. For determining the entitlement to the recommended final dividend, the register of members of the Company will be closed from 25 May 2016 to 30 May 2016, both days inclusive. In order to qualify for the recommended final dividend, all share 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 at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 24 May 2016 for registration.

Pursuant to the articles of association of the Company, dividends payable to the holders of Domestic Shares will be paid in Renminbi (“RMB”), and dividends payable to the holders of H Shares will be paid in Hong Kong dollars (“HK$”). The exchange rate for dividends payable in HK$ is the mean average exchange rate of RMB to HK$ published by the People’s Bank of China during the week (15 March 2016 to 21 March 2016) preceding the date of declaration of the dividend. The average exchange rate of RMB to HK$ for the said week was HK$1 = RMB0.8370. Accordingly, the amount of final dividend for each H Share of the Company is HK$0.0836.

In accordance to the Enterprise Income Tax Law of the People’s Republic of China and its implementation regulations which took effect on 1 January 2008, the Company is obliged to withhold and pay enterprise income tax at a tax rate of 10% on behalf of non-resident corporate shareholders on its H share register when making payments of final dividend to these shareholders. Shares registered in the name of non-individual shareholders, including HKSCC Nominees Limited, other nominees or trustees or other organizations or bodies shall be deemed as shares held by non-resident corporate shareholders. Such shareholders will receive their dividend net of the enterprise income tax.

The Company will withhold and pay on behalf of the individual H Shareholders the income tax in accordance with the tax regulations of the People’s Republic of China. Pursuant to the letter titled “Tax arrangements on dividends paid to Hong Kong residents by Mainland companies” issued by The Stock Exchange of Hong Kong Limited to the issuers on 4 July 2011, for non-foreign investment companies of the Mainland which are listed in Hong Kong distributing dividends to their shareholders, the individual shareholders in general will be subject to a withholding tax rate of 10%. They do not have to make any applications for entitlement to the above-mentioned tax rate. However, for shareholders who are residents of other countries and whose home countries have reached an agreement with China on an applicable withholding tax rate higher or lower than 10%, they have to follow the bilateral tax agreement in paying tax in connection with dividends paid by Mainland companies listed in Hong Kong. When making payments of dividend, the Company acting like a withholding agent in general will withhold 10% of the dividend on behalf of the individual H shareholders as individual income tax. Unless otherwise specified by the relevant tax regulations and tax agreements, in which case the Company will withhold individual income tax of such dividend in accordance with the tax rates and according to the relevant procedures as specified by the relevant regulations.

1. As at the date of this notice, the board of directors of the Company comprises Zhao Huxiang (Chairman), Zhang Jianwei (Vice-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 Xiaojin and Liu Junhai.

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