ELL Environmental Holdings Limited — Proxy Solicitation & Information Statement 2018

Apr 16, 2018

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 31 May 2018 at 10:00 a.m. 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, approving, with or without modifications, the following resolutions:

SPECIAL RESOLUTIONS

1. “ THAT

   • (a) the terms of and transactions contemplated under the merger agreement dated 28 February 2018 (“ Merger Agreement ”, a copy of which has been produced to the Extraordinary General Meeting marked “ A ” and signed by the chairman of the meeting for the purpose of identification) 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 (“ A Shares ”) to be listed on the Shanghai Stock Exchange Limited (“ Shanghai Stock Exchange ”) 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 on the date of listing of the A Shares (“ A Shares Listing Date ”), be and are hereby approved;

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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 the Merger Agreement (including but not limited to authorize any amendment, supplementation and/or waiver of any terms thereunder)”; and

1. “ THAT 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) as set out in Appendix VI to the circular with respect to the Merger Agreement to be issued by the Company (“ Circular ”) be and are hereby approved and the amended Articles of Association shall become effective on the A Shares Listing Date.”

ORDINARY RESOLUTION

1. “ THAT the following policies be and are hereby approved and adopted by the Company with effect from the A Shares Listing Date:

   • (a) “Working Manual for the Independent Directors of Sinotrans Limited” as set out in section A of Appendix VII to the Circular;

   • (b) “Policy for the Management of Connected Transactions of Sinotrans Limited” as set out in section B of Appendix VII to the Circular;

   • (c) “Policy for the Management of External Guarantees To Be Provided by Sinotrans Limited” as set out in section C of Appendix VII to the Circular;

   • (d) “Plan of Sinotrans Limited on Shareholder Return for the Next Three Years (2018-2020)” as set out in section D of Appendix VII to the Circular; and

   • (e) “Measures to Remedy the Dilution Effect To the Immediate Return of Shareholders That May Be Caused by the Proposed Merger of Sinotrans Air Transportation Development Co., Ltd. by Absorption Through Share Swap” as set out in section E of Appendix VII to the Circular.”

By order of the Board Sinotrans Limited Li Shichu

Joint Company Secretary

Beijing, China 16 April 2018

Registered Office

Sinotrans Plaza A A43, Xizhimen Beidajie Beijing Haidian District People’s Republic of China 100082

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Notes:

1. The Register of Members of the Company will be closed from 30 April 2018 to 31 May 2018, both days inclusive, during which period no share transfer 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 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 April 2018, 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 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, on or before 4:30 p.m. on 11 May 2018.

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 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.

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, Liu Junhai and Wang Taiwen.

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