ELL Environmental Holdings Limited — Proxy Solicitation & Information Statement 2018

Apr 16, 2018

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 0598)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING (OR AT ANY ADJOURNMENT THEREOF)

I/We[1] of being the registered holder(s) of[2] shares of RMB1.00 each in the share capital of Sinotrans Limited (the “ Company ”), HEREBY APPOINT[3] the chairman of the Extraordinary General Meeting (and at any adjournment thereof), or of

as my/our proxy to attend for me/us at the Extraordinary General Meeting (and at any adjournment thereof) to 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 31 May 2018 or immediately after the conclusion or adjournment of the Annual General Meeting of the Company to be held at the same place and on the same day for the purpose of considering and, if thought fit, passing the resolutions as set out in the Notice of Extraordinary General Meeting and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated.

• SPECIAL RESOLUTIONS FOR[4] AGAINST[4]

• 1. To approve the terms of and transactions contemplated under the Merger Agreement entered into between the Company and Sinotrans Air Transportation Development Corporation Limited (“ Sinoair ”), including (a) the proposed merger of Sinoair by the Company by way of share exchange which involves the issue of not more than 1,371,191,329 A Shares of the Company with nominal value of RMB1.00 each to be listed on the Shanghai Stock Exchange Limited in the PRC in exchange for the shares of Sinoair held by shareholders of Sinoair (including, if applicable, the cash alternative provider contemplated under the Merger Agreement); and (b) the conversion of all domestic shares of the Company then in issue into A Shares and to be listed on the Shanghai Stock Exchange Limited on the date of listing of the A Shares (“ A Shares Listing Date ”).
• 1. To approve the proposed amendments to the Articles of Association of the Company (including the appendices thereto, namely the Procedural Rules for General Meetings of the Company, the Procedural Rules for Meetings of the Board of Directors of the Company and the Procedural Rules for Meetings of the Board of Supervisors of the Company) with effect from the A Shares Listing Date.

	ORDINARY RESOLUTION	FOR4	AGAINST4
	3.To approve the following policies with effect from the A Shares ListingDate:
	(a)WorkingManualfortheIndependentDirectorsofSinotransLimited
	(b)Policy for the Management of Connected Transactions of SinotransLimited
	(c)Policy for the Management of External Guarantees To Be Providedby Sinotrans Limited
	(d)Plan of Sinotrans Limited on Shareholder Return for the NextThree Years (2018-2020)
	(e)Measures to Remedy the Dilution Effect To the Immediate Returnof Shareholders That May Be Caused by the Proposed Merger ofSinotrans Air Transportation Development Co., Ltd. by AbsorptionThrough Share Swap

Signature(s)[5] Date

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITAL .

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the chairman is preferred, strike out “the chairman of the Extraordinary General Meeting (and at any adjournment thereof), or” and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE BOX MARKED “AGAINST” . Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the said meeting other than those referred to in the notice convening the meeting.

5. A member of the Company entitled to attend and vote at the Extraordinary General Meeting convened by the above notice is entitled to appoint one or more proxies to attend and, on a poll, vote on his behalf. A proxy need not be a member of the Company.

6. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised by the appointer in writing or if the appointer is a legal person, either under its seal or under the hand of its director or its senior officer or its duly authorized attorney.

7. 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 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 24 hours before the time for holding the Extraordinary General Meeting.