COSCO SHIPPING Development Co., Ltd. — AGM Information 2017

Apr 20, 2017

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.

This notice is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of COSCO SHIPPING Development Co., Ltd.

中遠海運發展股份有限公司 COSCO SHIPPING Development Co., Ltd.[*]

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

(Stock Code: 02866)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of COSCO SHIPPING Development Co., Ltd. (the “ Company ”) will be held at 1:30 p.m. on Monday, 5 June 2017 at Doris Hall, Level 4, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai, the People’s Republic of China (the “ PRC ”) to consider and, if thought fit, pass the following resolutions. Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the announcement of the Company dated 20 April 2017 (the “ Announcement ”).

SPECIAL RESOLUTIONS

1. To consider and approve the resolution in relation to the adjustments under the Revised Proposed Non-public Issuance, details of which are set out in the Announcement:

“ THAT :

• (a) each of the following adjustments under the Revised Proposed Non-public Issuance of A Shares be and is hereby approved, confirmed and ratified, and be implemented conditional upon approvals and/or authorisations having been obtained from the relevant authorities:

• (i) adjustment to the method and time of issuance;

• (ii) adjustment to the target subscribers;

• (iii) adjustment to the Price Determination Date, issue price and pricing principles;

• (iv) adjustment to the number of A Shares to be issued and method of subscription;

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  - (v) adjustment to the lock-up period;

  - (vi) adjustment to the use of proceeds; and

  - (vii) adjustment to the validity period of resolution; and

• (b) any one Director be and is hereby authorised to do all such acts and things and execute and deliver all such documents, deeds or instruments (including affixing the common seal of the Company thereon) and take all such steps as the Director in his or her sole opinion and absolute discretion may consider necessary, appropriate or desirable to implement or give effect to the adjustments under the Revised Proposed Non-public Issuance of A Shares.”

• To consider and approve the resolution in relation to the “Proposal in respect of the Non-public Issuance of A Shares (Revised)”, details of which are set out in the overseas regulatory announcement of the Company dated 20 April 2017.

• To consider and approve the resolution in relation to the “Feasibility Report on the Use of Proceeds from the Non-public Issuance of A Shares (Revised)”, details of which are set out in the overseas regulatory announcement of the Company dated 20 April 2017.

• To consider and approve the resolution in relation to the COSCO Subscription Agreement dated 20 April 2017 entered into between the Company and COSCO SHIPPING, details of which are set out in the Announcement:

“ THAT

• (a) the COSCO Subscription Agreement dated 20 April 2017 entered into between the Company and COSCO SHIPPING, pursuant to which COSCO SHIPPING has conditionally agreed to subscribe for, and the Company has conditionally agreed to issue, 50% of the total number of A Shares to be issued under the Revised Proposed Non-public Issuance of A Shares, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• (b) any one Director be and is hereby authorised to do all such acts and things and execute and deliver all such documents, deeds or instruments (including affixing the common seal of the Company thereon) and take all such steps as the Director in his or her sole opinion and absolute discretion may consider necessary, appropriate or desirable to implement or give effect to the COSCO Subscription Agreement and the transactions contemplated thereunder.”

• To consider and approve the resolution in relation to the COSCO Subscription constituting a connected transaction under the relevant PRC laws and regulations.

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1. To consider and approve the resolution in relation to the Specific Mandate, details of which are set out in the Announcement:

“ THAT :

• (a) the Board be and is hereby granted a specific mandate to issue not more than 2,336,625,000 A Shares (subject to adjustments) at an issue price of not less than the Benchmark Price (subject to adjustments) to not more than 10 specific target subscribers, including COSCO Shipping, by the Company under the Revised Proposed Non-public Issuance of A Shares (including the issue of such number of A Shares to COSCO SHIPPING pursuant to the COSCO Subscription Agreement); and

• (b) any one Director be and is hereby authorised to do all such acts and things and execute and deliver all such documents, deeds or instruments (including affixing the common seal of the Company thereon) and take all such steps as the Director in his or her sole opinion and absolute discretion may consider necessary, appropriate or desirable to implement or give effect to the Special Mandate.”

• To consider and approve the resolution in relation to the authorisation to the Board and any person authorised by the Board to handle all matters in connection with the Revised Proposed Non-public Issuance of A Shares.

• To consider and approve the resolution in relation to the waiver of COSCO SHIPPING’s obligation to make a general offer of the securities of the Company as a result of the COSCO Subscription under the relevant PRC laws and regulations.

ORDINARY RESOLUTIONS

1. To consider and approve the resolution in relation to the satisfaction of the criteria for non-public issuance of A Shares of the Company.

2. To consider and approve the resolution in relation to the “Remedial Measures regarding Dilution on Current Returns and the Impact on the Company’s Major Financial Indicators by the Non-public Issuance of A Shares (Revised)”, details of which are set out in the overseas regulatory announcement of the Company dated 20 April 2017.

3. To consider and approve the resolution in relation to the application for loans from China Bohai Bank Co., Ltd. by COSCO SHIPPING Leasing Co., Ltd.

By order of the Board of

COSCO SHIPPING Development Co., Ltd.

Yu Zhen

Joint Company Secretary

Shanghai, the People’s Republic of China

20 April 2017

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Notes :

1. For the purpose of holding the EGM, the register of H Shares members of the Company (the “ Register of Members ”) will be closed from 5 May 2017 to 5 June 2017 (both days inclusive), during which period no transfer of H Shares of the Company will be registered. H Shareholders whose names appear on the Register of Members at the close of business on 4 May 2017 are entitled to attend and vote at the EGM.

2. In order to attend the EGM, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Computershare Hong Kong Investor Services Limited (“ Computershare ”), the Company’s H Share registrar, not later than 4:30 p.m. on 4 May 2017.

The address of Computershare is as follows: Shops 1712-1716, 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong

1. H Shareholders who intend to attend the EGM 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 EGM (i.e. not later than 15 May 2017).

The address of the Directorate Secretary Office of the Company is as follows: 22nd Floor, Maritime Research Building 628 Minsheng Road Pudong New Area Shanghai 200135 the People’s Republic of China Tel: (8621) 6596 7333 Fax: (8621) 6596 6813

1. Each H Shareholder who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his behalf at the EGM.

2. 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.

3. To be valid, for H Shareholders, 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 EGM or any adjournment thereof in order for such documents to be valid.

4. If a proxy attends the EGM 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 EGM, 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. Completion and return of the form of proxy will not preclude a Shareholder from attending in person and voting at the EGM or any adjournment thereof should he/she so wish.

5. 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 EGM 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 EGM.

6. Where there are joint registered holders of any share of the Company, only the person whose name stands first on the Register of Members in respect of such share may vote at the EGM, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto.

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

The Board as at the date of this notice comprises Ms. Sun Yueying, Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive Directors, Mr. Feng Boming, Mr. Huang Jian and Mr. Chen Dong, being non-executive Directors, and Mr. Cai Hongping, Mr. Tsang Hing Lun, Ms. Hai Chi Yuet and Mr. Graeme Jack, being independent non-executive Directors.

• 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 “COSCO SHIPPING Development Co., Ltd.”.

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