ELL Environmental Holdings Limited — Proxy Solicitation & Information Statement 2019

Aug 2, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sinotrans Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 0598)

2019 SECOND EXTRAORDINARY GENERAL MEETING (1) PROPOSED INCREASE OF ESTIMATED GUARANTEES OF THE COMPANY FOR 2019;

AND

(2) PROPOSED UPDATE OF THE MANDATE OF THE ISSUE OF DEBT FINANCING INSTRUMENTS

A letter from the Board is set out on pages 3 to 8 of this circular.

A notice convening the EGM 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 2:00 p.m. on 16 September 2019, a notice of attendance and a form of proxy for use at the EGM are available on the website of the Company and the website of the Hong Kong Stock Exchange.

Shareholders who intend to attend the EGM shall complete and return the notice of attendance in accordance with the instruction printed thereon on or before 26 August 2019. Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment of it, if you so wish.

2 August 2019

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF THE 2019 SECOND EXTRAORDINARY GENERAL MEETING . . . . . . . . . .	9

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• “A Share(s)”

• the domestic share(s) of the Company with nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange and traded in RMB

• “Articles of Association” the articles of association of the Company, as amended, modified or otherwise supplemented from time to time

• “Board” the board of Directors of the Company

• “Company” 中國外運股份有限公司 (Sinotrans Limited), a joint stock limited company incorporated in the PRC with limited liability, whose H Shares are listed on the Hong Kong Stock Exchange and whose A Shares are listed on the Shanghai Stock Exchange

• “Debt Financing Instruments”

• the debt financing instruments in domestic or overseas currency issued by the Company or its wholly-owned subsidiary in one or multiple batches, including the debt financing instruments (including but not limited to short-term commercial paper issued by interbank market (with a term of one year), medium-term notes, corporate or enterprise bonds, asset trust scheme, asset securitization products and asset-backed notes issued by asset transfer, etc.) and super & short-term commercial paper

• “Director(s)” director(s) of the Company

• “EGM”

• the 2019 second extraordinary general meeting of the Company to be held at 2:00 p.m. on 16 September 2019 at 1st Meeting Room, 11th Floor, Building 10/Sinotrans Tower B, No. 5 Anding Road, Chaoyang District, Beijing 100029, the PRC for the purpose of considering, and if thought fit, approving, among other things, (i) the proposed increase of estimated guarantees of the Company for 2019; and (ii) the proposed update of the mandate of the issue of Debt Financing Instruments

• “Group” the Company, its subsidiaries and its jointly controlled entities

• “H Share(s)”

• overseas listed foreign invested share(s) of RMB1.00 each in the share capital of the Company, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

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DEFINITIONS

“Hong Kong Listing Rules”	the Rules Governing the Listing of Securities on the Hong Kong
	Stock Exchange
“Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Latest Practicable Date”	31 July 2019, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information contained in this
	circular
“PRC”	the People’s Republic of China, for the purpose of this circular,
	excludes Hong Kong, the Macao Special Administrative Region of
	the PRC and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Shanghai Listing Rules”	the rules governing the listing of securities on the Shanghai Stock
	Exchange
“Share(s)”	H Share(s) and A Share(s)
“Shareholder(s)”	holder(s) of the Shares
“%”	per cent

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LETTER FROM THE BOARD

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

(Stock Code: 0598)

Chairman: Li Guanpeng Executive Directors: Song Dexing (Vice Chairman) Song Rong

Non-executive Director: Su Jian Xiong Xianliang Jiang Jian Jerry Hsu

Independent non-executive Directors: Wang Taiwen Meng Yan Song Haiqing Li Qian

Registered Office: Sinotrans Plaza A A43, Xizhimen Beidajie Haidian District Beijing, 100082 People’s Republic of China Headquarters: Building 10/Sinotrans Tower B, No. 5 Anding Road Chaoyang District Beijing, 100029 People’s Republic of China Principal Place of Business in Hong Kong: Units F & G, 20/F., MG Tower, 133 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong 2 August 2019

To the Shareholders

Dear Sir/Madam,

2019 SECOND EXTRAORDINARY GENERAL MEETING

(1) PROPOSED INCREASE OF ESTIMATED GUARANTEES OF THE COMPANY FOR 2019; AND

(2) PROPOSED UPDATE OF THE MANDATE OF THE ISSUE OF DEBT FINANCING INSTRUMENTS

I. INTRODUCTION

The purpose of this circular is to provide Shareholders with information on, among other things, considering and approving (i) the proposed increase of estimated guarantees of the Company for 2019; and (ii) the proposed update of the mandate of the issue of Debt Financing Instruments, so that the Shareholders may make an informed decision on voting in respect of the resolutions to be proposed at the EGM.

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LETTER FROM THE BOARD

II. PROPOSED INCREASE OF ESTIMATED GUARANTEES OF THE COMPANY FOR 2019

References are made to the circular of the Company dated 21 January 2019 (the “ Circular ”) and the poll results announcement of the Company dated 7 March 2019 in relation to, among other things, the resolution in relation to the estimated guarantees of the Company for 2019 considered and approved at the 2019 first extraordinary general meeting of the Company. Given the demand of business and development of the Company, the Board proposed to increase the estimated guarantees of the Company for 2019 (i.e. an increase of RMB147.1 million for business guarantees, while the estimated financial credit guarantees and qualification guarantees remain unchanged as compared to the estimation set out in the Circular). The estimated guarantees after increasing proposed to be provided in 2019 include:

(a) Financial credit guarantees

The Company proposed to provide credit guarantees with an amount of not more than RMB4.47 billion for its wholly-owned subsidiaries and not more than RMB0.43 billion for its nonwholly-owned subsidiaries.

The Company proposed to provide financing guarantees with an amount of not more than RMB14.27 billion for its wholly-owned subsidiaries, not more than RMB3.63 billion for its nonwholly-owned subsidiaries, and not more than RMB1.52 billion for its joint ventures.

(b) Business guarantees

The amount of business guarantees provided by the Company and its subsidiaries for their wholly-owned subsidiaries and non-wholly-owned subsidiaries are estimated to increase by RMB97.10 million and RMB50 million, respectively.

The Company and its subsidiaries proposed to provide business guarantees for their whollyowned subsidiaries, non-wholly-owned subsidiaries and joint ventures with an amount of not more than RMB117.10 million, RMB70 million and RMB20 million, respectively.

The Company and its subsidiaries proposed to provide business guarantees for their subsidiaries in project logistics, tendering business, shipping booking agency business and warehousing services business without determining a fixed amount.

(c) Qualification guarantees

The Company proposed to provide guarantees for the futures delivery warehouse business of its wholly-owned subsidiaries, under which the Company will undertake the joint guarantee liabilities in total for the loading-in, storage, loading-out, delivery and other businesses of futures commodities as carried out by its wholly-owned subsidiaries.

The respective amount of estimated guarantees for wholly-owned subsidiaries and non-wholly-owned subsidiaries can be shared among the wholly-owned subsidiaries and non-wholly-owned subsidiaries respectively, and the executive committee of the Board is authorized to decide the above matter.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the guarantees provided by the Company and its subsidiaries for 2019 have not exceeded the existing estimation as set out in the Circular.

According to the Shanghai Listing Rules, the abovementioned estimated guarantees of the Company for 2019 shall be submitted to the EGM for Shareholders’ approval. The provision of the abovementioned guarantees will be carried out strictly in compliance with the Hong Kong and Shanghai Listing Rules and the Articles of Association. The Company will comply with relevant applicable requirements under Chapter 14 and Chapter 14A of the Hong Kong Listing Rules and fulfill its information disclosure obligations (if required).

The Company has proposed a special resolution at the EGM for the Shareholders to consider and, if thought fit, approve the abovementioned estimated guarantees of the Company for 2019. The abovementioned estimated guarantees will commence from the date of approval by the Shareholders at the EGM until the date of the 2019 annual general meeting of the Company.

III. PROPOSED UPDATE OF THE MANDATE OF THE ISSUE OF DEBT FINANCING INSTRUMENTS

References are made to the circular of the Company dated 18 April 2019 and the poll results announcement of the Company dated 5 June 2019 in relation to, among other things, the resolution in relation to the updated mandate of the issue of Debt Financing Instruments considered and approved at the 2018 annual general meeting. The existing mandate includes the authorization to issue Debt Financing Instruments with a term of 1 year or more than 1 year with the total balance not more than 40% of the Group’s latest audited consolidated net assets and super & short-term commercial paper with the total balance not exceeding RMB5 billion.

Taking into account factors such as changes in the product categories of the issuance market, the issuance cost and actual issuance needs, the Board proposed to include the Debt Financing Instruments with a term of no more than one year into authorization and the term of single issue period shall not exceed 10 years (no other changes to the mandate), which shall be subject to the Shareholders’ approval by way of a special resolution at the EGM. The updated authorization will commence from the date of approval by the Shareholders at the EGM to the date of the 2019 annual general meeting of the Company and shall include (but not limited to) the followings:

• (I) to issue Debt Financing Instruments with a single issue period not more than ten years, and the issuance size of each Debt Financing Instrument of the Company not exceeding the issuance limit pursuant to relevant laws and regulations;

• (II) that the Company may provide credit promotion measures such as guarantees or deficiency payment commitments to abovementioned issue of Debt Financing Instruments and specific credit promotion measures will be determined by any two executive Directors within the authorization period according to the market condition then; and

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LETTER FROM THE BOARD

• (III) to authorize any two executive Directors, for a period commencing from the date of approval of such resolution at the EGM to the date of the 2019 annual general meeting and within the effective period of the registration of the Debt Financing Instruments, to deal with all matters relating to the issue of the Debt Financing Instruments according to the market condition, including but not limited to the following:

• (a) to decide the terms of the issue of Debt Financing Instruments, including but not limited to the type, amount, interest rate, issue period, credit rating, credit promotion measures such as guarantees or deficiency payment commitments, whether or not to set repurchase or redemption terms, whether or not to set options to adjust coupon rate, allotment arrangements and the use of the proceeds, etc;

• (b) to select and engage qualified professional intermediaries, including but not limited to selecting and engaging the underwriting institutions, credit rating authority and legal counsel;

• (c) to undergo all necessary negotiations, and to amend and execute all relevant agreements and other necessary documents (including but not limited to the applications for approval of the issue of the Debt Financing Instruments, registration report, offering document, trust contract, asset transfer agreement, underwriting agreement, related announcements and documents for necessary disclosures);

• (d) to apply for all necessary approvals and make all necessary filings and registrations in connection with the Debt Financing Instruments, including but not limited to submitting application document to the relevant authorities in the PRC in relation to the issue of the Debt Financing Instruments and obtaining the permission from the relevant authorities (if needed) and making necessary amendments to the proposal on the issue of the Debt Financing Instruments in response to any request from the relevant authorities in the PRC;

• (e) to take all necessary actions and deal with or make decisions on all matters relevant to the issue of the Debt Financing Instruments, including but not limited to signing all the necessary documents and disclosing information in accordance with the applicable laws and regulations; and

• (f) if there is a change in the issuance policy regulated by the regulatory authorities or a change in the market conditions, except for matters requiring re-voting by the Shareholders at the general meeting of the Company as stipulated in the relevant laws and regulations and Articles of Association, within the scope authorized by the Shareholders at the EGM, to adjust the specific issuance plan according to the opinions of the regulatory authorities or the prevailing market conditions, or to decide whether to continue the issuance according to the actual situation.

According to the Shanghai Listing Rules and Company Law of the PRC, the abovementioned proposed update of the mandate of the issue of Debt Financing Instruments shall be submitted to the EGM for Shareholders’ approval. The issue of the abovementioned Debt Financing Instruments will be carried out

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LETTER FROM THE BOARD

strictly in compliance with the Hong Kong and Shanghai Listing Rules and the Articles of Association. The Company will comply with relevant applicable requirements under Chapter 14 and Chapter 14A of the Hong Kong Listing Rules and fulfill its information disclosure obligations (if required).

The Company has proposed a special resolution at the EGM for the Shareholders to consider and, if thought fit, approve the abovementioned proposed update of the mandate of the issue of Debt Financing Instruments.

The issue of Debt Financing Instruments may or may not proceed. Shareholders and investors should therefore exercise caution in dealing in the Shares.

IV. EGM

The H Share register of members of the Company will be closed from 17 August 2019 to 16 September 2019 (both days inclusive), during which no transfer of H Shares will be registered. Any holders of H Shares whose names appear on the H Share register of members of the Company at 4:30 p.m. on 16 August 2019, are entitled to attend and vote at the EGM of the Company after completing the registration procedures for attending the meeting. In order for the H Shareholders to be entitled to attend and vote at the EGM, persons holding H Shares shall lodge share transfer documents and the relevant H Share certificates with the Company’s H 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, no later than 4:30 p.m. on 16 August 2019.

The EGM will be convened and held at 2:00 p.m. on 16 September 2019 at the 1st Meeting Room, 11th Floor, Building 10/Sinotrans Tower B, No.5 Anding Road, Chaoyang District, Beijing 100029, the PRC to consider and, if thought fit, approve (i) the proposed increase of estimated guarantees of the Company for 2019; and (ii) the proposed update of the mandate of the issue of Debt Financing Instruments.

Notice of the EGM, together with the notice of attendance and proxy form, are despatched to Shareholders on 2 August 2019 and are available on the website of the Company and the website of the Hong Kong Stock Exchange. Shareholders who intend to attend the EGM shall complete and return the notice of attendance in accordance with the instruction printed thereon on or before 4:30 p.m. on 26 August 2019. Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment of it, if you so wish.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, as at the Latest Practicable Date, none of the Shareholders is required to abstain from voting on the proposed resolutions at the EGM.

Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, all votes at the EGM will be taken by poll. The Company will announce the results of the poll in accordance with the Hong Kong Listing Rules after the EGM.

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LETTER FROM THE BOARD

V. DIRECTORS’ RECOMMENDATION

The Directors consider that (i) the proposed increase of estimated guarantees of the Company for 2019; and (ii) the proposed update of the mandate of the issue of Debt Financing Instruments are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.

Yours faithfully, By order of the Board of Sinotrans Limited Li Shichu

Joint Company Secretary

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NOTICE OF THE 2019 SECOND EXTRAORDINARY GENERAL MEETING

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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 THE 2019 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 second 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 at 2:00 p.m. on 16 September 2019 for the purpose of considering and, if thought fit, approving, with or without modifications, the following resolutions:

SPECIAL RESOLUTIONS

1. “ THAT the proposed increase of estimated guarantees of the Company for 2019 and is hereby approved.”

2. “ THAT the proposed update of the mandate of the issue of Debt Financing Instruments and is hereby approved.”

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

Beijing, China 2 August 2019

As at the date of this notice, the board of directors of the Company comprises Li Guanpeng (Chairman), Song Dexing (Vice Chairman), Song Rong (executive director), Su Jian (non-executive director), Xiong Xianliang (non-executive director), Jiang Jian (non-executive director), Jerry Hsu (nonexecutive director), and four independent non-executive directors, namely Wang Taiwen, Meng Yan, Song Haiqing and Li Qian.

Notes:

1. Unless otherwise specified, details of the resolutions are set out in the circular of the Company dated 2 August 2019 (the “ Circular ”). Terms defined in the Circular shall have the same meanings when used in this notice unless the context otherwise requires.

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NOTICE OF THE 2019 SECOND EXTRAORDINARY GENERAL MEETING

1. The H Share register of members of the Company will be closed from 17 August 2019 to 16 September 2019 (both days inclusive), during which no transfer of H Shares will be registered. Any holders of H Shares whose names appear on the H Share register of members of the Company at 4:30 p.m. on 16 August 2019, are entitled to attend and vote at the Extraordinary General Meeting of the Company after completing the registration procedures for attending the meeting. In order for the H Shareholders to be entitled to attend and vote at the Extraordinary General Meeting, persons holding H Shares shall lodge share transfer documents and the relevant H Share certificates 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 16 August 2019, 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 office of the Company, at 10th Floor, Building 10/Sinotrans Tower B, No. 5 Anding Road, Chaoyang District, Beijing (Tel: (8610) 5229 5721) (for A Shareholders), 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 (for H Shareholders), on or before 26 August 2019.

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 office of the Company, at 10th Floor, Building 10/ Sinotrans Tower B, No. 5 Anding Road, Chaoyang District, Beijing (Tel: (8610) 5229 5721) (for A Shareholders), 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 (for H Shareholders), not later than 24 hours before the time for holding the Extraordinary General Meeting or any adjournment thereof.

5. A proxy attends the Extraordinary General Meeting on behalf of a Shareholder, he/she should produce his/her ID card and the instrument signed by the proxy or his legal representative, and specifying the date of its issuance. If a legal person Shareholder appoints its corporate representative to attend the Extraordinary General Meeting, such representative should produce his/her ID card and the notarised copy of the resolution passed by the board or other authorities or other notarised copy of the authorisation issued by such legal person Shareholder.

6. Shareholders attending the Extraordinary General Meeting are responsible for their own transportation and accommodation expenses.

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