COSCO SHIPPING Development Co., Ltd. — AGM Information 2007

Apr 30, 2007

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

(Stock code: 2866)

FORM OF PROXY FOR ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, 26 JUNE 2007

No. of shares to which this form of proxy relates[1] Type of shares (domestic shares or H shares) to which this form of proxy relates[2]

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I/We[3]

of

being shareholder(s) of China Shipping Container Lines Company Limited (the “Company”) hereby appoint[4] the Chairman of the Meeting or of as my/our proxy to attend, act and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at Conference Room 1, 3rd Floor, 450 Fu Shan Road, Pudong New District, Shanghai, the People’s Republic of China (the “PRC”) on Tuesday, 26 June 2007 at 2:00 p.m. (the “AGM” or “Meeting”) and at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice convening the Meeting, and, if no such indication is given, as my/our proxy thinks fit.

		RESOLUTIONS			For5	For5	Against5	Abstain5	Abstain5
1.		to consider and approve the report of the board of directors
		of the Company for the year ended 31 December, 2006;
2.		to consider and approve the report of the supervisory
		committee of the Company for the year ended 31 December,
		2006;
3.		to consider and approve the audited financial statements and
		the auditors’ report of the Company and of the Group as		at
		and for the year ended 31 December, 2006;
4.		to consider and approve the proposed profit distribution
		plan and the final dividend distribution plan of the	Company
		for the year ended 31 December, 2006 and to authorise the
		board of directors of the Company to distribute such
		dividend to its shareholders;
5.		to consider and determine the remuneration of the directors
		and supervisors of the Company for the year ending 31
		December, 2007;
6.		to consider and approve the appointment of Mr. Ma Zehua
		as a non-executive director of the Company with effect from
		the conclusion of the AGM until the conclusion of the
		annual general meeting of the Company for the year 2009,
		i.e. on or around June 2010.
7.		to consider and approve the appointment of	Mr. Pan
		Zhanyuan as an independent non-executive director of the
		Company with effect from the conclusion of the AGM until
		the conclusion of the annual general meeting of the
		Company for the year 2009, i.e. on or around June 2010.
8.		to consider and approve the appointment of	Mr. Shen
		Kangchen as an independent non-executive director of the
		Company with effect from the conclusion of the AGM until
		the conclusion of the annual general meeting of the
		Company for the year 2009, i.e. on or around June 2010.
9.		to consider and approve the appointment of Mr. Yao Guojian
		as a supervisor of the Company with effect	from the
		conclusion of the AGM until the conclusion of the annual
		general meeting of the Company for the year 2009, i.e. on
		or around June 2010.
10.		to re-elect the following directors of the Company pursuant
		to Article 10.2 of the Articles of Association of the
		Company with effect from the conclusion of the AGM until
		the conclusion of the annual general meeting of the
		Company for the year 2009, i.e. on or around June 2010:

		(b) Mr. Huang Xiaowen;
		(c) Mr. Zhao Hongzhou;
		(d) Mr. Zhang Jianhua;
		(e) Mr. Wang Daxiong;
		(f) Mr. Zhang Guofa;
		(g) Mr. Yao Zuozhi;
		(h) Mr. Xu Hui;
		(i) Mr. Hu Hanxiang; and
		(j) Mr. Wang Zongxi.
	11.	to re-elect the following supervisors of the Company pursuant to Article 13.3 of the Articles of Association of the Company with effect from the conclusion of the AGM until the conclusion of the annual general meeting of the Company for the year 2009, i.e. on or around June 2010:
		(a) Mr. Chen Decheng;
		(b) Mr. Tu Shiming;
		(c) Mr. Hua Min; and
		(d) Ms. Pan Yingli.
	12.	to consider and approve the appointments of PricewaterhouseCoopers, Hong Kong, Certified Public Accountants, and BDO Zhong Hua Certified Public Accountants as the Company’s international and PRC auditors, respectively, to hold office until the conclusion of the following annual general meeting, and to authorise the audit committee of the board of directors of the Company to determine their remuneration;
	13.	to consider and approve:
		(a) amendments to parts of the H share share appreciation rights scheme (the “Scheme”) and the methods for the implementation of the Scheme (“Methods”) (copies of the amended Scheme and Methods have been produced to the AGM marked “A” and “B” respectively and have been initialed by the Company Secretary for the purpose of identification);
		(b) the granting of share appreciation rights under the amended Scheme and Methods; and
		(c) all matters contemplated under the amended Scheme and Methods (see overleaf for a summary of the principal amendments to the principal terms of the Scheme and Methods);
	14.	To consider and, if thought fit, approve the proposedspecial resolution (see overleaf for full resolution).
	15.

• The Company is registered as an oversea company under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) under its Chinese name and the English name “China Shipping Container Lines Company Limited”.

Date:

Signature(s)[6] :

Notes:

1. Please insert the number of shares to which this form of proxy relates, which must not exceed the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

2. Please also insert the type of shares (domestic shares or H shares) to which this form of proxy relates.

3. Please insert the full name(s) (in Chinese or in English, as shown in the register of members) and registered address(es) in BLOCK LETTERS .

4. If any proxy other than the Chairman of the Meeting is preferred, delete the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON(S) WHO SIGN(S) IT .

5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE INDICATE WITH A “ ✔ ” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, INDICATE WITH A “ ✔ ” IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, INDICATE WITH A “ ✔ ” IN THE BOX MARKED “ABSTAIN”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a legal person, must either be executed under its seal or under the hand of a legal representative or other attorney duly authorised to sign the same. If this form of proxy is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other document of authorisation, must be notarially certified.

7. Where there are joint registered holders of any share, only the person whose name stands first on the register in respect of such share may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto.

8. To be valid, for holders of domestic shares, this form of proxy, together with the notarially certified power of attorney or other document of authorisation, must be delivered to the Directorate Secretary Office of the Company at 3rd Floor, 450 Fu Shan Road, Pudong New District, Shanghai, the PRC, 200122, not less than 24 hours before the time appointed for the Meeting. In order to be valid, for holders of H shares, the above documents must be delivered to Computershare Hong Kong Investor Services Limited, Shops 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong within the same period.

APPENDIX TO RESOLUTION NO. 13

Reference is made to the Company’s circular dated 26 August 2005 setting out, amongst others, a summary of the principal terms of the Scheme and the Methods. Pursuant to the “Trial Measures on Implementation of Share Incentive Plans in State-Controlled Companies Listed Overseas” issued by the State-owned Assets Supervision and Administration Commission of the State Council (“Measures”), amendments to the Scheme and the Methods are proposed in order to fulfill the requirements of the Measures.

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

”Committee” the management committee for the Rights set up by the Directors “Directors” the directors of the Company “Lock-up Period” the period of two years after the date on which the relevant Right was granted “Participant” the participants under the Scheme “Rights” the H share share appreciation rights to be granted under the Scheme “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supervisors” the supervisors of the Company

The following is a summary of the principal amendments to the principal terms of the Scheme.

(1) PARTICIPANTS

The Participants under the Scheme shall be the Directors (other than independent non-executive Directors), the Supervisors (other than independent Supervisors), the senior executives of the Company, the primary person-in-charge of each of the operational and management departments of the Company and the general managers, deputy general managers etc. of the Company’s subsidiaries.

(2) THE GRANTING OF RIGHTS

• (a) The date of grant of Rights to Participants shall vary depending on whether an Participant was: (i) entitled to participate in the Scheme on the date of its implementation; (ii) became entitled to participate in the Scheme during the Lock-up Period; or (iii) held different positions entitling him to different amounts of Rights during the Lock-up Period. Further grants of Rights shall be made on 1 July 2007 and 1 July 2009, as well as within the respective Lock-up Periods following the said dates where there are new Participants.

• (b) The amount of Rights granted during the first grant of Rights shall not be higher than 0.5% of the total issued share capital of the Company as at 22 August 2005; the amount of Rights granted during the second grant of Rights shall not be higher than 0.75% of the total issued share capital of the Company as at 22 August 2005, the amount of Rights granted during all three grants of Rights shall not be higher than 2% of the total issued share capital of the Company as at 22 August 2005.

• (c) Each Participant (regardless of change in position, resignation, retirement or otherwise) shall enjoy all or part of the Rights granted to him proportionate to the amount of time spent in the relevant position during the Lock-up Period.

• (d) Participants who assume a relevant position, and thereby became entitled to participate in the Scheme, during the Lock-up Period following the first grant of Rights shall be granted Rights on 1 July 2007 at the exercise price for the first grant of Rights.

The following is a summary of the principal amendments to the principal terms of the Methods.

(1) THE EXERCISE PRICE

The exercise price of each unit of the Rights shall be as follows:

• (a) In respect of the first grant of Rights, equal to the average closing price of the H shares of the Company on the Stock Exchange during the period from 1 January to 30 June in the year in which such Rights are granted; and

• (b) In respect of the second and third grant of Rights, not less than: (a) the closing price of the H shares of the Company on the Stock Exchange on the date of grant; or (b) the average closing price of the H shares of the Company on the Stock Exchange 5 trading days prior to the date of grant.

(2) LAPSE OR CANCELLATION OF, OR IMPOSITION OF RESTRICTIONS, ON THE RIGHTS

All or part of the Rights shall also lapse or the Committee may also decide to cancel or impose restrictions on all or part of the Rights in certain additional circumstances, including but not limited to where: (i) the relevant Participant fails to achieve certain performance targets; (ii) the relevant Participant is in material breach of duty or the relevant laws and regulations of the Company or damages the interests of the Company; (iii) the Company fails to achieve targeted results; (iv) the Company’s certified accountants give a negative opinion, or are unable to reach an opinion, on the Company’s annual financial statements; (v) the Committee or the Company’s auditors raise significant dissent on the Company’s results or annual financial statements; (vi) there is a serious breach of the articles of association of the Company or there are significant illegal or criminal offences.

RESOLUTION NO. 14 IN FULL

• (14) to consider and, if thought fit, approve the following:

“ THAT :

• (1) there be granted to the board of directors of the Company an unconditional general mandate to issue, allot and deal with additional shares in the capital of the Company, whether Domestic Shares or H Shares, and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:

• (a) such mandate shall not extend beyond the Relevant Period save that the board of directors of the Company may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such powers after the end of the Relevant Period;

• (b) the aggregate nominal amount of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the board of directors of the Company shall not exceed

  • (i) 20 per cent of the aggregate nominal amount of Domestic Shares of the Company in issue; and/or

  • (ii) 20 per cent of the aggregate nominal amount of H Shares of the Company in issue,

  • in each case as of the date of this Resolution; and

• (c) the board of directors of the Company will only exercise its power under such mandate in accordance with the Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as the same may be amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained;

For the purposes of this Resolution:

  - “Domestic Shares” means domestic invested shares in the share capital of the Company with a par value RMB1.00 each, which are held in Renminbi by PRC investors;

  - “H Shares” means the overseas-listed foreign invested shares in the share capital of the Company with a par value RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars; “Relevant Period” means the period from the passing of this Resolution until the earliest of:

  - (i) the conclusion of the next annual general meeting of the Company following the passing of this Resolution; or

  - (ii) the expiration of the 12-month period following the passing of this Resolution; or

  - (iii) the date on which the authority set out in this Resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting; and

• (2) contingent on the board of directors of the Company resolving to issue shares pursuant to sub-paragraph (1) of this Resolution, the board of directors of the Company be authorized to:

• (a) approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new shares including, without limitation, the time and place of issue, making all necessary applications to the relevant authorities, entering into an underwriting agreement (or any other agreement);

• (b) determine the use of proceeds and to make all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities; and

• (c) increase the registered capital of the Company in accordance with the actual increase of capital by issuing shares pursuant to sub-paragraph (1) of this Resolution, to register the increased capital with the relevant authorities in the PRC and to make such amendments to the Articles of Association of the Company as it thinks fit so as to reflect the increase and any other resultant changes in the registered capital of the Company.”.