COSCO SHIPPING Development Co., Ltd. — AGM Information 2014

Apr 29, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOU 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 stockbroker and other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

This circular does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of China Shipping Container Lines Company Limited.

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

(Stock code: 02866)

PROPOSED ELECTION OF DIRECTORS AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF 2013 ANNUAL GENERAL MEETING

A notice convening the AGM of China Shipping Container Lines Company Limited to be held at 9:30 a.m. on Thursday, 26 June 2014 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New District, Shanghai, the PRC is set out on pages 9 to 12 of this circular.

If you intend to appoint a proxy to attend the AGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. For holder of H Shares, the proxy form should be returned to Computershare Hong Kong Investor Services Limited by hand or by post not less than 24 hours before the time appointed for holding the AGM or any adjourned meeting thereof.

Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or at any adjourned meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

If you intend to attend the AGM in person or by proxy, you are required to complete and return the reply slip to Directorate Secretary Office of the Company not later than 20 days before the date of the AGM, i.e. no later than Friday, 6 June 2014.

• The Company is a registered non-Hong Kong company as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and it is registered under its Chinese name and under the English name “China Shipping Container Lines Company Limited”.

30 April 2014

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		2
I.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
II.	PROPOSED ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
III.	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION . . . . . .	5
IV.	THE AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
V.	RECOMMENDATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
VI.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
NOTICE OF AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		9

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DEFINITIONS

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

• “ AGM ” the forthcoming annual general meeting of the Company to be convened at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New District, Shanghai, the PRC on Thursday, 26 June 2014 at 9:30 a.m.

• “ Articles of Association ” the articles of association of the Company, as revised and amended from time to time

• “ associate(s) ” has the meaning ascribed to it under the Listing Rules

• “ Board ” the board of directors of the Company “ Company ” China Shipping Container Lines Company Limited (中海 集裝箱運輸股份有限公司), a joint stock limited company incorporated in the PRC, of which 3,751,000,000 H shares are listed on the Stock Exchange and 7,932,125,000 A shares are listed on the Shanghai Stock Exchange

• “ connected person ” has the meaning ascribed to it under the Listing Rules “ Directors ” the directors of the Company

• “ Group ” the Company and its subsidiaries

• “ HK$ ” Hong Kong dollars, the lawful currency of Hong Kong

• “ Hong Kong ” the Hong Kong Special Administrative Region of the PRC “ Listing Rules ” the Rules Governing the Listing of Securities on the Stock Exchange

• “ PRC ” the People’s Republic of China which for the purposes of this circular excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “ Proposed Amendments ” the amendments to the Articles of Association as proposed by the Board at the Board meeting held on 29 April 2014

• “ RMB ” Renminbi, the lawful currency of the PRC “ Shareholder(s) ” the shareholder(s) of the Company “ Stock Exchange ” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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

(Stock code: 02866)

Executive Directors: Mr. Zhang Guofa Mr. Huang Xiaowen Mr. Zhao Hongzhou

Non-executive Directors: Mr. Wang Daxiong Ms. Su Min Mr. Ding Nong Mr. Chen Jihong Mr. Zhang Rongbiao

Independent non-executive Directors: Ms. Zhang Nan Mr. Teo Siong Seng Mr. Chen Lishen Mr. Guan Yimin Mr. Shi Xin

Legal address in the PRC: Room A - 538 International Trade Center China (Shanghai) Pilot Free Trade Zone Shanghai PRC

Principal place of business in the PRC: 27th Floor 450 Fu Shan Road Pudong New District Shanghai The PRC

Principal place of business in Hong Kong: 59/F, One Island East 18 Westlands Road Island East Hong Kong

30 April 2014

To the Shareholders

Dear Sir or Madam,

PROPOSED ELECTION OF DIRECTORS AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF 2013 ANNUAL GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM for the election of Directors and the Proposed Amendments. This circular together with the notice of AGM contain all information reasonably necessary to enable the Shareholders to make informed decisions as to whether to vote for or against the resolutions to be proposed at the AGM.

* The Company is a registered non-Hong Kong company as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and it is registered under its Chinese name and under the English name “China Shipping Container Lines Company Limited”.

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LETTER FROM THE BOARD

II. PROPOSED ELECTION OF DIRECTORS

Reference is made to the announcements of the Company dated 10 January 2014 and 21 April 2014 with respect to the proposed change of Directors. Two ordinary resolutions will be proposed at the AGM to (i) consider and approve the appointment of Mr. Liu Xihan (“ Mr. Liu ”) as a non-executive director of the Company; and (ii) consider and approve the appointment of Mr. Yu Zenggang (“ Mr. Yu ”) as a non-executive director of the Company.

Subject to the approval by the Shareholders of Mr. Yu’s appointment as a non-executive Director at the AGM, Mr. Yu will act as a member of the Remuneration Committee, Nomination Committee and Investment Strategy Committee of the Board. The term of Mr. Yu serving as a member of the abovementioned board committees will be the same as the term of the current session of the Board.

Appointment of Mr. Liu

The biographical details of Mr. Liu are set out below:

Mr. Liu, aged 58, is currently the deputy general manager and a member of the Communist Party Committee of China Shipping (Group) Limited. Mr. Liu started his career from 1970, he was the general manager of Changjiang Cruise Overseas Travel Co., Ltd; the vice president and a member of the Communist Party Committee of China Changjiang National Shipping (Group) Corporation while working as the general manager of Wuhan Changjiang Shipping Company at the same time; the secretary of the Communist Party Committee and the general manager of China Changjiang National Shipping (Group) Corporation; the vice chairman of the board and the secretary of the Communist Party Committee of Sinotrans & CSC Holdings Co., Ltd; the vice chairman of the board, the general manager, the deputy secretary of the Communist Party Committee and the legal representative of Sinotrans & CSC Holdings Co., Ltd. Mr. Liu joined China Shipping (Group) Limited in July 2013, and has been the deputy general manager and a member of the Communist Party Committee of China Shipping (Group) Limited to date. Mr. Liu graduated from the postgraduate class of the Party School of Central Committee of the Communist Party of China and the Master of Business Administration program at the Economics and Management School of Wuhan University. He has a Master degree and is a Senior Economist.

Mr. Liu has not held any directorships in any listed public companies in the last three years. Furthermore, Mr. Liu does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company, nor does he have any interests in the shares of the Company within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance. Subject to the approval by the Shareholders of Mr. Liu’s appointment as non-executive Director, Mr. Liu will enter into a service contract with the Company for a term of service running from the date of his appointment until the end of the term of the current session of the Board. Pursuant to such proposed service contract, Mr. Liu will not receive any remuneration from the Company.

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LETTER FROM THE BOARD

Appointment of Mr. Yu

The biographical details of Mr. Yu are set out below:

Mr. Yu, aged 50, is currently the vice president, a member of the Communist Party Committee, the secretary to the board of directors and the press spokesperson of China Shipping (Group) Company, director of China Shipping Haisheng Co., Ltd. (a company listed on the Shanghai Stock Exchange) and the chairman of China Shipping (Europe) Holding GmbH. He started his career from August 1984, and served as the chief representative of the Japan Representative Office of Shanghai Shipping Bureau, director and general manager of Shanghai Haixing Shipping (Japan) Co., Ltd., deputy general manager, general manager of the Development Division of China Shipping (Group) Company, vice president of China Shipping (North America) Holding Co., Ltd., president of China Shipping (Europe) Holding GmbH, general manager of the President Office of China Shipping (Group) Company, officer of the Board of Directors Office and General Office, secretary to the board of China Shipping (Group) Company. Mr. Yu graduated from Wuhan University of Technology with a Bachelor’s degree in engineering science in 1984 and earned a Master’s degree in 2012 from China Europe International Business School. He is also a senior engineer.

Save as disclosed above, Mr. Yu has not held any directorships in any other listed public companies in the last three years. Furthermore, Mr. Yu does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company, nor does he have any interests in the shares of the Company within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance. Subject to the approval by the Shareholders of Mr. Yu’s appointment as non-executive Director, Mr. Yu will enter into a service contract with the Company for a term of service running from the date of his appointment until the end of the term of the current session of the Board. Pursuant to such proposed service contract, Mr. Yu will not receive any remuneration from the Company.

Save as disclosed herein, there are no other matters relating to Mr. Liu and Mr. Yu that need to be brought to the attention of the Shareholders nor is there any information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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LETTER FROM THE BOARD

III. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

At the Board meeting held on 29 April 2014, the Board proposed to make amendments to the Articles of Association to update its legal address and to accurately reflect the transfer of certain State-owned shares to the National Council for Social Security Fund pursuant to applicable PRC rules and regulations.

Details of the Proposed Amendments are as follows:

Article 1.4 of the Articles of Association

Reference is made to the announcement of the Company dated 23 October 2013. Due to the establishment of the China (Shanghai) Pilot Free Trade Zone on 22 August 2013, the Company’s legal address in the PRC has been changed. In order to reflect such change in the Articles of Association, Article 1.4 of the Articles of Association, which originally reads as:

“Company domicile: Room A-538, Yangshan International Trade Center No. 188 Ye Sheng Road Yangshan Free Trade Port Area Shanghai

Zip code: 201306

Telephone: 8621-65966666

Fax: 8621-65966498”

Is proposed to be amended as:

“Company domicile: Room A-538, International Trade Center China (Shanghai) Pilot Free Trade Zone

Zip code: 201306

Telephone: 8621-65966666

Fax: 8621-65966498”

Amendment to Article 3.5 of the Articles of Association

Amendment to Article 3.5 of the Articles of Association is proposed to accurately reflect the fact that China Shipping (Group) Company transferred 233,662,500 A Shares to the National Council for Social Security Fund in September 2009 pursuant to the “Implementing Measures for the Transfer of Certain State-owned Shares from the Domestic Securities Market to the National Social Security Fund” issued by Ministry of Finance of the PRC along with other ministries of the PRC and the relevant provisions of the State Council.

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LETTER FROM THE BOARD

Accordingly, Article 3.5 of the Articles of Association, which originally reads as:

“With approval of the State Council, the number of ordinary shares issued by the Company at the time of its incorporation was 3,830,000,000, which ordinary shares were state-owned corporate shares, all held by China Shipping (Group) Company.

The number of H Shares at the IPO of the Company was 2,200,000,000 upon approval of the securities regulatory authority of the State Council. After issue of the aforesaid H Shares, the equity structure of the Company is: 6,030,000,000 ordinary shares, including 3,610,000,000 shares held by China Shipping (Group) Company, accounting for approximately 59.87% of the ordinary shares issued by the Company, and 2,420,000,000 shares held by shareholders of H Shares, accounting for approximately 40.13% of the ordinary shares issued by the Company.

Upon approval by a special resolution at a provisional general meeting and approval by the examination and approval authority authorized by the State Council, the Company distributed its dividends as at June 30, 2007 to holders of domestic shares and H Shares. After the aforesaid distribution of dividends, the equity structure of the Company is: 9,346,500,000 ordinary shares, including 5,595,500,000 shares held by China Shipping (Group) Company, accounting for approximately 59.87% of the ordinary shares issued by the Company, and 3,751,000,000 shares held by shareholders of H Shares, accounting for approximately 40.13% of the ordinary shares issued by the Company.

Upon approval by special resolutions at a general meeting, domestic general meeting and H general meeting respectively and approval by the examination and approval authority authorized by the State Council, the Company issued 2,336,625,000 A Shares. After the aforesaid issue of A Shares, the equity structure of the Company is: 11,683,125,000 ordinary shares, including 5,595,500,000 shares held by promoter China Shipping (Group) Company, accounting for approximately 47.89% of the ordinary shares issued by the Company, 3,751,000,000 shares held by shareholders of H Shares, accounting for approximately 32.11% of the ordinary shares issued by the Company, and 2,336,625,000 shares held by shareholders of A Shares other than the promoter, accounting for approximately 20% of the ordinary shares issued by the Company.”

Is proposed to be amended as:

“With approval of the SASAC, the number of ordinary shares issued by the Company at the time of its incorporation was 3,830,000,000, which ordinary shares were state-owned corporate shares, all held by China Shipping (Group) Company.

The number of H Shares at the IPO of the Company was 2,200,000,000 upon approval of the securities regulatory authority of the State Council. After issue of the aforesaid H Shares, the equity structure of the Company is: 6,030,000,000 ordinary shares, including 3,610,000,000 shares held by China Shipping (Group) Company, accounting for approximately 59.87% of the ordinary shares issued by the Company, and 2,420,000,000 shares held by shareholders of H Shares, accounting for approximately 40.13% of the ordinary shares issued by the Company.

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LETTER FROM THE BOARD

Upon approval by a special resolution at a provisional general meeting and approval by the examination and approval authority authorized by the State Council, the Company distributed its dividends as at June 30, 2007 to holders of domestic shares and H Shares. After the aforesaid distribution of dividends, the equity structure of the Company is: 9,346,500,000 ordinary shares, including 5,595,500,000 shares held by China Shipping (Group) Company, accounting for approximately 59.87% of the ordinary shares issued by the Company, and 3,751,000,000 shares held by shareholders of H Shares, accounting for approximately 40.13% of the ordinary shares issued by the Company.

Upon approval by special resolutions at a general meeting, domestic general meeting and H general meeting respectively and approval by the examination and approval authority authorized by the State Council, the Company issued 2,336,625,000 A Shares. After the aforesaid issue of A Shares, the equity structure of the Company is: 11,683,125,000 ordinary shares, including 5,595,500,000 shares held by promoter China Shipping (Group) Company, accounting for approximately 47.89% of the ordinary shares issued by the Company, 3,751,000,000 shares held by shareholders of H Shares, accounting for approximately 32.11% of the ordinary shares issued by the Company, and 2,336,625,000 shares held by shareholders of A Shares other than the promoter, accounting for 20% of the ordinary shares issued by the Company.

In accordance with the “Implementing Measures for the Transfer of Certain State-owned Shares from the Domestic Securities Market to the National Social Security Fund” issued by Ministry of Finance of the PRC along with other ministries of the PRC and the relevant provisions of the State Council, China Shipping (Group) Company has transferred 233,662,500 A Shares held by it to the National Council for Social Security Fund. Upon the completion of such transfer of state-owned shares, the equity structure of the Company is: 11,683,125,000 ordinary shares, including 5,361,837,500 shares held by China Shipping (Group) Company, accounting for approximately 45.89% of the ordinary shares issued by the Company, 3,751,000,000 shares held by shareholders of H Shares, accounting for approximately 32.11% of the ordinary shares issued by the Company, and 2,570,287,500 shares held by shareholders of A Shares other than the promoter, accounting for 22% of the ordinary shares issued by the Company.”

The Proposed Amendments are subject to approval by the Shareholders at the general meeting of the Company by way of special resolutions. Relevant proposals will be put forward at the AGM for Shareholders’ consideration and approval.

IV. THE AGM

Set out on pages 9 to 12 is a notice convening the AGM for the purpose of considering and, if thought fit, approving, among other things, the proposed election of Directors and the Proposed Amendments. To the best knowledge of the Directors, none of the Shareholders is required to abstain from voting on any of the resolutions at the AGM.

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LETTER FROM THE BOARD

V. RECOMMENDATION

The Board is of the view that the proposed election of Directors and the Proposed Amendments are in the interest of the Company and its Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

VI. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By order of the Board of China Shipping Container Lines Company Limited Zhang Guofa Chairman

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NOTICE OF AGM

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

(Stock code: 02866)

NOTICE OF 2013 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting for the year 2013 (the “ AGM ”) of China Shipping Container Lines Company Limited (the “ Company ”) will be held at 9:30 a.m. on Thursday, 26 June 2014 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New District, Shanghai, the People’s Republic of China (the “ PRC ”) to consider and, if thought fit, pass the following resolutions, and unless otherwise specified, terms defined in the circular of the Company dated 30 April 2014 (the “ Circular ”) shall have the same meanings when used in this notice.

ORDINARY RESOLUTIONS

1. To consider and approve the report of the board (the “ Board ”) of directors (the “ Directors ”) of the Company for the year ended 31 December 2013.

2. To consider and approve the work report of independent non-executive Directors for the year ended 31 December 2013.

3. To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2013.

4. To consider and approve the audited financial statements and the auditors’ report of the Company and its subsidiaries for the year ended 31 December 2013.

5. To consider and approve the annual report of the Company prepared in accordance with the requirements of the jurisdiction where its shares are listed for the year ended 31 December 2013.

6. To consider and approve the proposed profit distribution plan for the Company for the year ended 31 December 2013.

7. 7(a). To consider and approve the appointment of Mr. Liu Xihan as a non-executive director of the Company.

8. The Company is a registered non-Hong Kong company as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and it is registered under its Chinese name and under the English name “China Shipping Container Lines Company Limited”.

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NOTICE OF AGM

• 7(b). To consider and approve the appointment of Mr. Yu Zenggang as a non-executive director of the Company.

• To consider and determine the remuneration of the Directors and supervisors of the Board for the year 2014.

• 9(a). To re-appoint Baker Tilly China Certified Public Accountants as the Company’s PRC auditor for the year of 2014, and to authorise the audit committee of the Board to determine its remuneration.

• 9(b). To re-appoint Baker Tilly China Certified Public Accountants as the Company’s internal control auditor for the year of 2014, and to authorise the audit committee of the Board to determine its remuneration.

• 9(c). To re-appoint Ernst & Young, Hong Kong Certified Public Accountants as the Company’s international auditor for the year of 2014, and to authorise the audit committee of the Board to determine its remuneration.

SPECIAL RESOLUTION

1. To consider and approve the Proposed Amendments, details of which are set out in the Circular.

By Order of the Board

China Shipping Container Lines Company Limited Yu Zhen

Joint Company Secretary

Shanghai, the PRC 30 April 2014

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NOTICE OF AGM

Notes:

• A. For the purpose of holding the AGM, the register of H shares members of the Company (“ Register of Members ”) will be closed from Tuesday, 27 May 2014 to, Thursday, 26 June 2014 (both days inclusive), during which period no transfer of H shares of the Company will be registered. Holders of H shares whose names appear on the Register of Members at the close of business on Monday, 26 May 2014 are entitled to attend and vote at the AGM.

In order to attend the AGM, holders of the Company’s H shares shall lodge all transfer documents together with the relevant share certificates to Computershare Hong Kong Investor Services Limited, the Company’s H share registrar (“ Computershare ”), not later than 4:30 p.m. on Monday, 26 May 2014.

The address of Computershare is as follows: 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong

• B. Holders of H shares, who intend to attend the AGM, must complete the reply slips and return them to the Directorate Secretary Office of the Company not later than 20 days before the date of the AGM, i.e. no later than Friday, 6 June 2014.

Details of the Directorate Secretary Office of the Company are as follows:

4th Floor 450 Fu Shan Road Pudong New District Shanghai 200122 the People’s Republic of China Tel: (8621) 6596 6512 (8621) 6596 7333 Fax: (8621) 6596 6813

• C. The record date and arrangements in respect of the holders of the Company’s A Shares who are entitled to attend the AGM will be determined and announced separately in the PRC by the Company.

• D. Each holder of H shares who has the right to attend and vote at the AGM is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his behalf at the AGM.

• E. The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorised in writing. If that instrument is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarially certified.

• F. To be valid, for holders of H shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authority, must be delivered to Computershare at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the AGM or any adjournment thereof in order for such documents to be valid.

• G. If a proxy attends the AGM on behalf of a Shareholder, he/she should produce his/her identity card and the form of proxy signed by the Shareholder or his/her legal representative or his/her duly authorised attorney, and specify the date of its issuance. If a legal person Shareholder appoints its corporate representative to attend the AGM, such representative should produce his/her identity card and the notarised copy of the resolution passed by the Board or other authorities or other notarised copy of the licence issued by such legal person Shareholder.

• H. Pursuant to the Listing Rules, any vote of Shareholders at a general meeting must be taken by way of poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, each of the resolutions set out in the notice of the AGM will be voted on by poll. Results of the poll voting will be published on the website of the Stock Exchange at www.hkexnews.hk after the AGM.

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NOTICE OF AGM

• I. The method of accumulative poll shall be adopted for the election of Mr. Liu Xihan and Mr. Yu Zenggang, according to which the numbers of votes entitled for each share held by shareholders shall equal the number of proposed non-executive directors of the Company, and the numbers of votes of shareholders can be concentrated in use.

For example, as the number of non-independent directors (i.e. executive directors and non-executive directors) of the Company to be elected is 2, the number of votes entitled by a shareholder holding 10,000 shares of the Company is 20,000 (10,000 x 2). Shareholders can, according to their own wishes, concentrate their total number of votes they are entitled to or split them by filling into the relevant column of the candidates for non-independent directors (i.e. executive directors and non-executive directors) of the Company.

• J. The method of voting and vote counting and election rules of accumulative poll are as follows:

Method of Voting

No ballot will be cast “For”, “Against” or “Abstain” in accumulative poll. A voter is requested to fill in the corresponding voting right in the “vote” column against the name of each candidate. The lowest votes will be nil and the highest will be the maximum voting right under each resolution and unnecessarily the integral multiples of the number of shares held by the voter.

If a voter marks “�” in the blank against the name of each candidate, it will be deemed to cast his/her total voting right equally amongst the corresponding candidates.

Method of Vote Counting

For voting on candidates under each resolution, if the number of votes which a shareholder casts in aggregate exceeds his/her maximum voting right on that resolution, the ballot will be deemed (a) valid if cast to only one candidate and will be counted as the maximum voting right held by such Shareholder; or (b) invalid if cast amongst several candidates.

If the number of votes which a Shareholder casts in aggregate is less than his/her maximum voting right on such resolution, the ballot will be deemed valid and the difference will be deemed to abstain from voting.

Shareholders who attend and not vote will be deemed to abstain from voting.

Election rules

Based on the number of votes received, candidates who have received more votes are deemed successfully elected, and the number of votes received by each elected candidate must be more than half of the number of shares with voting rights held by Shareholders who attend the general meeting (before accumulation).

• K. The AGM is estimated to last for half a day. Shareholders who attend the AGM in person or by proxy shall bear their own transportation and accommodation expenses.

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