ELL Environmental Holdings Limited — Proxy Solicitation & Information Statement 2017

Nov 10, 2017

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 1st Meeting Room, 11th Floor, Building 10/Sinotrans Tower B, No. 5 Anding Road, Chaoyang District, Beijing 100029, the People’s Republic of China on 28 December 2017 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. “ THAT Mr. Wang Taiwen be appointed as an independent non-executive director of the Company and the board of directors of the Company be authorized to determine his remuneration”;

2. “ THAT Mr. Zhou Fangsheng be re-appointed as a supervisor of the Company”;

3. “ THAT the terms of and the proposed annual caps in relation to the transactions contemplated under the master services agreement entered into between the Company and China Merchants Group Limited (“ China Merchants ”) dated 10 November 2017 (the “ Master Services Agreement (China Merchants) ”, a copy of which is produced to the meeting marked “A” and initialed by the chairman for the purpose of identification) in respect of the continuing provision and receipt of transportation and logistics services by the Company and its subsidiaries to/from China Merchants and its subsidiaries and associates for the three years ending 31 December 2020 be and are hereby approved; and the directors of the Company be and are hereby authorised to take all actions and execute all documents which they deem necessary, desirable or appropriate in order to implement or give effect to the Master Services Agreement (China Merchants) and otherwise in connection with the implementation of the transactions contemplated thereunder including without limitation to the execution, amendment, supplement, delivery, waiver, submission and implementation of any further documents or agreements and/or waiver of any terms thereunder”;

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5. “ THAT the terms of and the proposed annual caps in relation to the transactions contemplated under the master services agreement entered into between the Company and Sinotrans Shandong Hongzhi Logistics Co. Ltd. (“ Sinotrans Shandong Hongzhi ”) dated 10 November 2017 (the “ Master Services Agreement (Sinotrans Shandong Hongzhi) ”, a copy of which is produced to the meeting marked “B” and initialed by the chairman for the purpose of identification) in respect of the continuing provision and receipt of transportation and logistics services by the Company and its subsidiaries to/from Sinotrans Shandong Hongzhi and its subsidiaries and associates for the three years ending 31 December 2020 be and are hereby approved; and the directors of the Company be and are hereby authorised to take all actions and execute all documents which they deem necessary, desirable or appropriate in order to implement or give effect to the Master Services Agreement (Sinotrans Shandong Hongzhi) and otherwise in connection with the implementation of the transactions contemplated thereunder including without limitation to the execution, amendment, supplement, delivery, waiver, submission and implementation of any further documents or agreements and/or waiver of any terms thereunder”;

6. “ THAT the terms of and the proposed annual caps in relation to the transactions contemplated under the master services agreement entered into between the Company and Qingdao Jinyun Air Cargo Freight Forwarding Co. Ltd. (“ Qingdao Jinyun Air ”) dated 10 November 2017 (the “ Master Services Agreement (Qingdao Jinyun Air) ”, a copy of which is produced to the meeting marked “C” and initialed by the chairman for the purpose of identification) in respect of the continuing provision and receipt of transportation and logistics services by the Company and its subsidiaries to/from Qingdao Jinyun Air and its subsidiaries and associates for the three years ending 31 December 2020 be and are hereby approved; and the directors of the Company be and are hereby authorised to take all actions and execute all documents which they deem necessary, desirable or appropriate in order to implement or give effect to the Master Services Agreement (Qingdao Jinyun Air) and otherwise in connection with the implementation of the transactions contemplated thereunder including without limitation to the execution, amendment, supplement, delivery, waiver, submission and implementation of any further documents or agreements and/or waiver of any terms thereunder”;

7. “ THAT the terms of and the proposed annual caps in relation to the transactions contemplated under the master services agreement entered into between the Company and Shanghai Waihong Yishida International Logistics Co. Ltd. (“ Shanghai Waihong Yishida ”) dated 10 November 2017 (the “ Master Services Agreement (Shanghai Waihong Yishida) ”, a copy of which is produced to the meeting marked “D” and initialed by the chairman for the purpose of identification) in respect of the continuing provision and receipt of transportation and logistics services by the Company and its subsidiaries to/from Shanghai Waihong Yishida and its subsidiaries and associates for the three years ending 31 December 2020 be and are hereby approved; and the directors of the Company be and are hereby authorised to take all actions and execute all documents which they deem necessary, desirable or appropriate in order to implement or give effect to the Master Services Agreement (Shanghai Waihong Yishida) and otherwise in connection with the implementation of the transactions contemplated thereunder including without limitation to the execution, amendment, supplement, delivery, waiver, submission and implementation of any further documents or agreements and/or waiver of any terms thereunder”;

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9. “ THAT the deposit services and the related annual caps of daily outstanding balance of deposits contemplated under the financial services agreement entered into between the Company and China Merchants Group Finance Co. Ltd. (the “ Finance Company ”) dated 10 November 2017 (the “ Financial Services Agreement ”) (a copy of which is produced to the meeting marked “E” and initialled by the chairman for the purpose of identification) in relation to, among other things, the provision of deposit services by the Finance Company to the Company and its subsidiaries for the three years ending 31 December 2020 in accordance with the terms of the Financial Services Agreement be and are hereby approved; and the directors of the Company be and are hereby authorised to take all actions and execute all documents which they deem necessary, desirable or appropriate in order to implement or give effect to the Financial Services Agreement and otherwise in connection with the implementation of the transactions contemplated thereunder including without limitation to the execution, amendment, supplement, delivery, waiver, submission and implementation of any further documents or agreements and/or waiver of any terms thereunder”;

SPECIAL RESOLUTION

1. “ THAT the articles of association of the Company (“ Articles of Association ”) be and are hereby amended as follows:–

2. (i) Article 1 of the Article of Association be deleted in its entirety and replaced with the following:

“Article 1 Sinotrans Limited (the “Company”) is a joint stock limited company established in accordance with the PRC Company Law (the “Company Law”), the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies by Shares (“Special Regulations”) and other applicable laws and administrative regulations of the State.

The Company was approved by the State Economic and Trade Commission on 20 November 2002 to be established by way of promotion and was registered with the State Administration for Industry and Commerce of the PRC and a business licence was obtained, the unified social credit code of the Company being 911100007109305601. The reference number of the approval is Guo Jing Mao Qi Gai [2002] No. 863.

The promoter of the Company is SINOTRANS & CSC Holdings Co., Ltd.”

• (ii) Article 20 of the Article of Association be deleted in its entirety and replaced with the following:

“Article 21 Upon the approval of the examination and approval department authorized by the State Council, the Company may issue a total of 6,049,166,644 ordinary shares, of which 3,904,279,644 domestic shares, representing approximately 64.54% of the total share capital of the Company, and 2,144,887,000 overseas-listed foreign shares (H shares), representing approximately 35.46% of the total share capital of the Company.”

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• (iii) Article 21 of the Article of Association be deleted in its entirety and replaced with the following:

“Article 22 Upon its establishment, the Company issued 2,624,087,200 shares (all being domestic shares) to the promoter. After its establishment, the Company issued 1,624,915,500 ordinary shares (including a not more than 15% over-allotment option). All those shares shall be foreign shares (H shares). With the approval of China Securities Regulatory Commission in July 2014, the Company issued a total of 357,481,000 new ordinary shares, all of which are foreign shares (H shares). Upon the approval of the examination and approval department authorized by the State Council in October 2017, the Company issued 1,442,683,444 new ordinary shares, all of which are domestic shares.

The share capital structure of the Company after the above share issue shall be 6,049,166,644 ordinary shares, of which 1,442,683,444 domestic shares will be directly held by China Merchants Group Limited, representing approximately 23.85% of the total share capital of the Company and 2,461,596,200 domestic shares will be directly held by SINOTRANS & CSC, representing approximately 40.69% of the total share capital of the Company, and 2,144,887,000 shares will be held by the holders of the overseas-listed foreign shares (H shares), representing approximately 35.46% of the total share capital of the Company.”

• (iv) Article 24 of the Article of Association be deleted in its entirety and replaced with the following:

“Article 25 The registered capital of the Company shall be RMB6,049,166,644. Upon the new issue, the registered capital of the Company will be adjusted correspondingly according to the actual number of shares in issue and the figure shall be filed at such corporate examination and approval authority and securities regulatory authority as authorized by the State Council.”

• (v) All references to the Chinese title “總裁” in the Articles of Association, namely Article 9, Article 51, Article 57, Article 62, Article 95, Article 98, Article 106, Chapter 12, Article 109, Article 110, Article 111, Article 112, Article 113, Article 116, Article 118, Chapter 14, Article 122, Article 123, Article 124, Article 125, Article 126, Article 127, Article 128, Article 129, Article 130, Article 131, Article 132, Article 133, Article 135, Article 137, Article 161 and Article 185 be changed to “總經理”.

• (vi) All references to the Chinese title “副總裁” in the Articles of Association, namely Article 95, Article 109, Article 110, Article 112, Article 113 and Article 116 be changed to “副總 經理”.

• (vii) the following new Article 7 be added to the existing Article of Association immediately after the existing Article 6:

“Article 7 In accordance with the relevant provisions under the Constitution of the Communist Party of China, the Company established the organization of the Communist Party of China. The Party Committee shall perform the core leading and political

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functions, provide directions, manage the situation and ensure the implementation. Meanwhile, the Company shall set up a working unit for the Party, allocate sufficient personnel to handle Party affairs and guarantee working funds for the Party Committee.”

• (viii) the following new Article 97 be added to the existing Article of Association immediately after the existing Article 95:

“Article 97 Prior to making decisions on material issues of the Company, the Board shall first seek opinions of the Party Committee.”

• (ix) The following new Chapter 12 and new Articles 111 and 112 be added to the existing Articles of Association immediately after the existing Article 108:

“Chapter 12 Party Committee

Article 111 The Company shall set up the Party Committee, which shall consist of one secretary, and several members of the Party Committee. The Chairman (President) and the party secretary shall be held by the same person in principle. Eligible members in the Party Committee are allowed to serve as members of the Board, board of supervisors and management through legal procedures. Eligible Party members in the Board, board of supervisors and management are allowed to join the Party Committee in accordance with relevant provisions and procedures. At the same time, the Company shall establish the Discipline Committee according to the provisions.

Article 112 The Party Committee shall discharge its duties in accordance with the provisions under the Constitution of the Communist Party of China.

• (i) To guarantee and supervise the implementation of policies and guidelines of the Party and the PRC in the Company, implement material strategic decisions of the Central Committee of the Party and the State Council and make deployment for the relevant material works of the Party Committee of State-owned Assets Supervision and Administration Commission of the State Council and superior Party organisation.

• (ii) To insist on the combination of the principles of management of cadres by the Party and the selection of operation managers by the Board according to laws and execution of the right of employment by the operation managers. The Party Committee shall consider and propose opinions and suggestions on the candidates as nominated by the Board or president, or nominate candidates to the Board or president, and, together with the Board, conduct investigation on the candidates to be appointed and conduct collective research to raise opinions and suggestions.

• (iii) To study and discuss reform, development and stability, material operation and management issues and other material issues of the Company involving staff’s vital interests, and propose opinions and suggestions thereon.

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• (iv) To shoulder the main responsibility for the overall strictness in administering the Party, lead the Company in terms of ideological and political work, united front work, spiritual civilization construction, enterprise cultural construction and the work of labour union, the Communist Youth League and other groups, and lead the construction of the Party conduct and of an honest and clean government and support the Discipline Committee in its performance of supervision responsibility.”

• (x) The numberings of the Articles and Chapters that follow the above new Chapter and new Articles in the existing Articles of Association will be adjusted accordingly.

By order of the Board Sinotrans Limited Li Shichu

Joint Company Secretary

Beijing, China 10 November 2017

Registered Office

Sinotrans Plaza A

A43, Xizhimen Beidajie

Beijing Haidian District People’s Republic of China 100082

Notes:

1. The Register of Members of the Company will be closed from 28 November 2017 to 28 December 2017, 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 27 November 2017, 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 8 December 2017.

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

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