ELL Environmental Holdings Limited — Proxy Solicitation & Information Statement 2017

Aug 22, 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 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 1st Meeting Room, 11th Floor, Building 10/Sinotrans Tower B, No. 5 Anding Road, Chaoyang District, Beijing 100029, the People’s Republic of China at 10:00 a.m. on 16 October 2017 or immediately after the conclusion or adjournment of the Extraordinary General Meeting of the Company to be held at the same place at 9:30 a.m. on the same day for the purpose of considering and, if thought fit, approving, with or without modifications, the following resolution as a special resolution.

SPECIAL RESOLUTION

“ THAT :–

• (a) the transactions contemplated under the acquisition agreement dated 22 August 2017 (“ Acquisition Agreement ”, a copy of which has been produced to the H Shares Class Meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) entered into between the Company (as purchaser) and 招商局集團有限公司 (China Merchants Group Limited) (as vendor) in respect of the proposed acquisition of the entire equity interest in 招商局物流集團有限公司 (China Merchants Logistics Holdings Company Limited) at an aggregate consideration of RMB5,450,000,000, to be satisfied by the issuance and allotment of not more than 1,442,683,444 Domestic Shares of RMB1.00 each in the share capital of the Company at an initial issue price of HK$4.43 each (subject to adjustment), be and are hereby approved; and

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• (b) the directors of the Company be and are hereby authorised for and on behalf of the Company to do all such acts and take all steps which they may consider necessary, desirable or expedient to implement and/or give effect to the transactions contemplated under Acquisition Agreement (including to authorize any amendment, supplementation and/or waiver of any terms thereunder)”.

By order of the Board of Sinotrans Limited Li Shichu Joint Company Secretary

Beijing, 22 August 2017

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

Notes:

1. The Register of Members of the Company will be closed from 16 September 2017 to 16 October 2017, both days inclusive, during which period no share transfers will be registered. To qualify for any of attendance at the H Shares Class Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s 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 15 September 2017, for registration.

2. Shareholders intending to attend the H Shares Class Meeting shall give written notice to the Company’s Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong on or before 26 September 2017.

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 or Computershare Hong Kong Investor Services Limited, the Company’s Share Registrar in Hong Kong, at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 24 hours before the time for holding the H Shares Class Meeting.

5. As at the date of this notice, 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 four independent non-executive directors, namely Guo Minjie, Lu Zhengfei, Han Xiaojin and Liu Junhai.

6. For identification purpose only

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