ELL Environmental Holdings Limited — Proxy Solicitation & Information Statement 2021

Oct 15, 2021

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)

2021 FIRST EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 2 to 5 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 PRC at 2 p.m. on 2 November 2021, 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 29 October 2021. 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.

18 October 2021

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . .	6

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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 SSE and traded in RMB
“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 SSE
“Director(s)”	the director(s) of the Company
“EGM”	the 2021 first extraordinary general meeting of the Company 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 p.m. on 2 November 2021
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited
“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
“Latest Practicable Date”	13 October 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“PRC”	the People’s Republic of China, for the purpose of this circular,
	excluding Hong Kong, the Macao Special Administrative Region of
	the PRC and Taiwan
“Share(s)”	H Share(s) and A Share(s)
“Shareholder(s)”	holder(s) of the Shares

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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)

Vice Chairman: Registered Office: Song Dexing Sinotrans Plaza A A43, Xizhimen Beidajie Executive Director: Haidian District Song Rong Beijing, 100082 People’s Republic of China Non-executive Directors: Liu Weiwu Headquarters: Jiang Jian Building 10/Sinotrans Tower B, Jerry Hsu No. 5 Anding Road Chaoyang District Beijing, 100029 Independent non-executive Directors: People’s Republic of China Wang Taiwen Meng Yan Principal Place of Business in Hong Kong: Song Haiqing Units F & G, 20/F, MG Tower, Li Qian 133 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong 18 October 2021

To the Shareholders

Dear Sir/Madam,

2021 EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide Shareholders with all the information reasonably necessary so as to make an informed decision on voting in respect of the resolution in relation to the election of Mr. Wang Hong (“ Mr. Wang ”) and Mr. Deng Weidong (“ Mr. Deng ”) as non-executive directors of the Company to be proposed at the EGM.

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LETTER FROM THE BOARD

II. RESOLUTION TO BE CONSIDERED AT THE EGM

Reference is made to the announcement of the Company dated 13 October 2021, in relation to, among other things, the proposed election of Mr. Wang and Mr. Deng as non-executive directors of the Company, with a term of office from the approval of the Shareholders at the EGM to the date of conclusion of the third session of the Board.

The biographical details of Mr. Wang and Mr. Deng are set out as follows:

Mr. Wang, born in 1962, is the Vice President of China Merchants Group Limited. He graduated from Dalian Maritime University with a major in Marine Engineering, and then obtained a master degree in Business Administration from Graduate School of University of Science and Technology Beijing and a PhD in Management from Graduate School of China Academy of Social Science, respectively. Mr. Wang successively served as General Manager of Shipping Department, General Manager of Finance and Accounting Department and Vice President of China Communications Import & Export Corp., Managing Director of Hoi Tung Marine Machinery Suppliers Ltd., General Manager of Performance Evaluation Department, Human Resources Department, Strategic and Research Department and Strategic Planning Department and Chief Economist of China Merchants Group Limited, as well as the Chairman of the Supervisory Committee of China Merchants Energy Shipping Company Limited, the Chairman of China Merchants Holdings (Pacific) Limited, the Director of China Merchants Property Development Company Limited, the Director of China Merchants Port Holdings Company Limited, etc. From December 2015 to August 2020, Mr. Wang was appointed as the Chairman of China International Marine Containers (Group) Co., Ltd., (stock code: SZ000039 and HK02039). From June 2018 to February 2019, Mr. Wang was the Chairman of the Board of the Company.

Mr. Deng, born in 1967, is serving as the Head of the Strategic and Development Department/ Technological Innovation Department of China Merchants Group Limited. He graduated from Nanjing University with a PhD in Physical Geography in 1994, and graduated from Department of Marine Management of Dalhousie University in Canada with a master degree. He worked at Hainan Yangpu Economic Development Zone Administration Bureau, and successively served as the Deputy General Manager and General Manager of Research & Development Department of China Nanshan Development (Group) Inc., the Deputy General Manager of Chiwan Container Terminal Co., Ltd. and the General Manager of Shenzhen Mawan Godown & Wharf Co., Ltd. In July 2009, he joined China Merchants Holdings (International) Company Limited (renamed as China Merchants Port Holdings Company Limited in 2016), and successively served as the Assistant to General Manager and General Manager of Planning and Commerce Department and the Deputy General Manager. From February 2015 to August 2021, he served as the Head of the Capital Investment & Management Department of China Merchants Group Limited. From March 2020 to August 2021, he served as the General Manager of China Merchants Investment Development Co., Ltd. He served as a Director of China Merchants Property Operation & Service Co., Ltd. (stock code: SZ001914) from December 2019 to April 2021; a Director of SF Holding Co., Ltd. (stock code: SZ002352) since April 2019; a Director of China Merchants Energy Shipping Co., Ltd. (stock code: SH601872) since April 2019; a Director of China International Marine Containers (Group) Co., Ltd. (stock code: SZ000039 and HK02039) since October 2020.

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LETTER FROM THE BOARD

Each of Mr. Wang and Mr. Deng has confirmed that, save as disclosed in this circular, as at the Latest Practicable Date (i) he did not hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) he is not related to any director, senior management or substantial or controlling shareholders of the Company; (iii) he does not hold any position in the Company or any of its subsidiaries; and (iv) he does not have nor is deemed to have any interest in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)). The Company will enter into director contracts with Mr. Wang and Mr. Deng, respectively, which shall become effective upon approval of their appointment at the EGM, while Mr. Wang and Mr. Deng will not be entitled to receive any emoluments as directors of the Company.

Save as disclosed in this circular, there is no other information relating to the proposed appointment of Mr. Wang and Mr. Deng that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the shareholders of the Company.

The Company has proposed an ordinary resolution at the EGM for the Shareholders to consider and, if thought fit, approve the election of Mr. Wang and Mr. Deng as non-executive directors of the Company.

III. EGM

The H Share register of members of the Company will be closed from 26 October 2021 to 2 November 2021 (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 25 October 2021, 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 accompanied by the relevant H Share certificates with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on 25 October 2021, for registration.

The EGM will be convened and held at the 1st Meeting Room, 11th Floor, Building 10/Sinotrans Tower B, No.5 Anding Road, Chaoyang District, Beijing 100029, the PRC at 2 p.m. on 2 November 2021 to consider and, if thought fit, approve the resolution as set out in the notice of the EGM.

Notice of the EGM enclosed in this circular, together with the notice of attendance and proxy form are despatched to Shareholders on 18 October 2021 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 29 October 2021. 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 thereof, if you so wish.

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LETTER FROM THE BOARD

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

Pursuant to Rule 13.39(4) of the 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 Listing Rules after the EGM.

IV. DIRECTORS’ RECOMMENDATION

As disclosed above, an ordinary resolution will be proposed at the EGM, to approve the election of Mr. Wang and Mr. Deng as non-executive directors of the Company as set out in the notice of the EGM.

In order to pass an ordinary resolution of the Company at the EGM, it requires at least a simple majority of the votes held by Shareholders attending the EGM in person or by proxy (and entitled to vote) being voted in favour of the relevant resolution.

The Directors consider that the resolution as set out in this circular is 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 resolution to be proposed at the EGM.

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

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NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

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 THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 first extraordinary general meeting (the “ EGM ”) 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 p.m. on 2 November 2021 for the purpose of considering and, if thought fit, approving, with or without modifications, the following resolution:

ORDINARY RESOLUTION (CUMULATIVE VOTING)

1. “THAT the resolution in relation to the election of the following persons as non-executive directors of the Company be and is hereby approved:

   • 1.1 Mr. Wang Hong be elected as a non-executive director of the Company with a term of office from the approval of the Shareholders at the EGM to the date of conclusion of the third session of the Board;

   • 1.2 Mr. Deng Weidong be elected as a non-executive director of the Company with a term of office from the approval of the Shareholders at the EGM to the date of conclusion of the third session of the Board.”

By order of the Board Sinotrans Limited Li Shichu

Company Secretary

Beijing, China 18 October 2021

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NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

As at the date of this notice, the board of directors of the Company comprises Song Dexing (Vice Chairman), Song Rong (executive director), Liu Weiwu (non-executive director), Jiang Jian (non-executive director), Jerry Hsu (non-executive 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 resolution are set out in the circular of the Company in relation to the EGM dated 18 October 2021 (the “ Circular ”). Terms defined in the Circular shall have the same meanings when used in this notice unless the context otherwise requires.

2. The H Share register of members of the Company will be closed from 26 October 2021 to 2 November 2021 (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 25 October 2021, 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 accompanied by the relevant H Share certificates with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 25 October 2021, for registration.

3. Shareholders intending to attend the EGM shall give written notice 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 H Share Registrar, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders), on or before 29 October 2021.

4. Shareholders entitled to attend and vote at the EGM 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.

5. 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 H Share Registrar, 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 EGM or any adjournment thereof.

6. A proxy attends the EGM on behalf of a Shareholder, he/she should produce his/her ID card and the instrument signed by the appointer or his/her legal representative, and specifying the date of its issuance. If a legal person Shareholder appoints its corporate representative to attend the EGM, 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.

7. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.

8. The cumulative voting method shall be adopted for the voting of Resolution No.1. The cumulative voting method refers to the voting for the election of directors, independent non-executive directors or supervisors at the general meetings where each share is entitled to the same number of votes which equals to the total number of directors, independent non-executive directors or supervisors to be elected, and shareholders may consolidate their voting rights when casting a vote.

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