COSCO SHIPPING Development Co., Ltd. — AGM Information 2021

Jun 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 and other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in COSCO SHIPPING Development Co., Ltd., you should at once hand this circular and the form of proxy to the purchaser or the transferee or to licensed securities dealer or registered institution in securities 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.

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)

(1) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND (2) SUPPLEMENTAL NOTICE OF AGM

Capitalised terms used in this cover shall have the same meanings as those defined in this circular.

A letter from the Board is set out on pages 4 to 8 of this circular.

The Original Notice of AGM convening the AGM to be held at 1:30 p.m. on Tuesday, 29 June 2021 at Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai, the PRC, was despatched to the Shareholders on 28 May 2021. The Supplemental Notice of AGM, which contains additional resolution to be proposed at the AGM, is set out on pages SAGM-1 to SAGM-2 of this circular.

• 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.”.

15 June 2021

CONTENT

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
SUPPLEMENTAL NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SAGM-1

– i –

DEFINITIONS

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

• “A Share(s)” the domestic share(s) in the ordinary share capital of the Company with a par value of RMB1.00 each, which are listed on the Shanghai Stock Exchange

• “AGM” the forthcoming annual general meeting of the Company to be convened at 1:30 p.m. on Tuesday, 29 June 2021 at Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai, the People’s Republic of China (or any adjournment thereof) to consider and, if thought fit, approve the resolutions contained in the Original Notice of AGM and the Supplemental Notice of AGM

• “Announcement” the announcement of the Company dated 11 June 2021 in relation to, among other things, the Proposed Appointment

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

• “Board” the board of directors of the Company

• “Company” COSCO SHIPPING Development Co., Ltd.* (中遠海運 發展股份有限公司), a joint stock limited company established in the PRC, the H shares and A shares of which are listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 2866) and the Shanghai Stock Exchange (Stock Code: 601866), respectively

• “Computershare” Computershare Hong Kong Investor Services Limited, the H Share registrar of the Company

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

• “Group” the Company and its subsidiaries

• “H Share(s)”

• the overseas listed foreign shares in the ordinary share capital of the Company with a par value of RMB1.00 each, which are listed on the Main Board of the Hong Kong Stock Exchange

– 1 –

DEFINITIONS

• “H Shareholder(s)” the holder(s) of H Share(s)

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Latest Practicable Date” 11 June 2021, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

• “Mr. Shao” Mr. Shao Ruiqing (邵瑞慶)

• “Nomination Committee” the nomination committee of the Company

• “Original Form of Proxy” the form of proxy of the Company in respect of the resolutions set out in the Original Notice of AGM, which was despatched to the Shareholders on 28 May 2021

• “Original Notice of AGM”

• the notice of the AGM dated 28 May 2021, which was despatched to the Shareholders on 28 May 2021

• “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 Appointment” the proposed appointment of Mr. Shao as an independent non-executive Director

• “Revised Form of Proxy”

• the revised form of proxy of the Company in respect of the resolutions set out in the Original Notice of AGM and the Supplemental Notice of AGM

• “RMB”

• Renminbi, the lawful currency of the PRC

• “SFO”

• the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

• “Share(s)”

A Share(s) and H Share(s)

• “Shareholder(s)”

holder(s) of the Share(s)

– 2 –

DEFINITIONS

“Supplemental Notice of AGM” the supplemental notice of the AGM dated 15 June 2021, which is set out on pages SAGM-1 to SAGM-2 of this circular “%” per cent

• 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.”.

– 3 –

LETTER FROM THE BOARD

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)

Executive Directors : Legal address in the PRC : Mr. Wang Daxiong Room A – 538 Mr. Liu Chong International Trade Center Mr. Xu Hui China (Shanghai) Pilot Free Trade Zone Shanghai Non-executive Directors : The PRC Mr. Huang Jian Mr. Liang Yanfeng Principal place of business in the PRC : Mr. Ip Sing Chi 5299 Binjiang Dadao Pudong New District Independent Non-executive Directors : Shanghai Mr. Cai Hongping The PRC Ms. Hai Chi Yuet Mr. Graeme Jack Principal place of business in Hong Kong : Mr. Lu Jianzhong 50/F, COSCO Tower Ms. Zhang Weihua 183 Queen’s Road Central Hong Kong

15 June 2021

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND

(2) SUPPLEMENTAL NOTICE OF AGM

I. INTRODUCTION

References are made to (i) the Announcement; (ii) the circular of the Company dated 28 May 2021; and (iii) the Original Notice of AGM.

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things, information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution in respect of the Proposed Appointment to be proposed at the AGM.

II. PROPOSED APPOINTMENT OF MR. SHAO AS AN INDEPENDENT NONEXECUTIVE DIRECTOR

As disclosed in the Announcement, the Board proposed to appoint Mr. Shao as an independent non-executive Director. According to the Articles of Association, the Proposed Appointment is subject to the approval by the Shareholders at a general meeting of the Company. The ordinary resolution in relation to the Proposed Appointment will be proposed at the AGM.

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

Mr. Shao Ruiqing, aged 64, is currently a professor and doctoral tutor in Shanghai Lixin University of Accounting and Finance. He also holds positions including the vice president of China Communications Accounting Society, an executive director of Accounting Society of China, a director of China Audit Society, the vice president and chairman of the Academic Committee of Shanghai Accounting Association, an executive director of Shanghai Audit Association, a member of Accounting & Finance Expert Advisory Committee of Ministry of Transport, the consulting expert of China Accounting Standards Committee of Ministry of Finance. Mr. Shao previously served as dean of School of Economics and Management of Shanghai Maritime University and deputy dean of Shanghai Lixin University of Accounting.

Mr. Shao acted as an independent director of Tibet Urban Development and Investment Co., Ltd. (a company listed on the Shanghai Stock Exchange with stock code: 600773) during the period from May 2018 to May 2021. From August 2016 to June 2019, Mr. Shao served as an independent director of Shanghai Carthane Co., Ltd. (a company listed on the Shanghai Stock Exchange with stock code: 603037). Mr. Shao is currently also an independent director of China Eastern Airlines Corporation Limited (a company listed on the Shanghai Stock Exchange with stock code: 600115 and on the Hong Kong Stock Exchange with stock code: 0670), an independent director of HUAYU Automotive Systems Co., Ltd. (a company listed on the Shanghai Stock Exchange with stock code: 600741), an independent director of Shanghai International Port (Group) Co., Ltd. (a company listed on the Shanghai Stock Exchange with stock code: 600018), and an independent non-executive director of China Everbright Bank Company Limited (a company listed on the Shanghai Stock Exchange with stock code: 601818 and on the Hong Kong Stock Exchange with stock code: 6818).

Mr. Shao obtained a Bachelor’s degree in Economics from Shanghai Maritime University, a Master’s degree in Management from Shanghai University of Finance and Economics and a Doctoral degree in Management from Tongji University. He is entitled to a special government allowance provided by the State Council of the People’s Republic of China, and is also an honorary fellow member of the Association of International Accountants.

– 5 –

LETTER FROM THE BOARD

Subject to the approval by the Shareholders of the Proposed Appointment at the AGM, Mr. Shao will enter into a service contract with the Company for a term of service commencing on the date of his appointment until the end of the term of the current session of the Board. The remuneration of Mr. Shao will be determined in accordance with the remuneration standards for the onshore independent non-executive Directors, being RMB150,000 per year (before tax), which was determined with reference to the relevant duties and responsibilities and the prevailing market conditions.

Save as disclosed above, as at the Latest Practicable Date, Mr. Shao (i) did not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company; (ii) did not have any interests in the shares of the Company within the meaning of Part XV of the SFO; (iii) did not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iv) did not hold any other positions with other members of the Group.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders in connection with the Proposed Appointment of Mr. Shao and there is no information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

In identifying suitable candidates for independent non-executive Director, the Nomination Committee shall consider candidates on merit against objective criteria and with due regard to the benefits of the diversity of the Board. The factors considered by the Nomination Committee in assessing the suitability of a proposed candidate include: (i) reputation for integrity; (ii) accomplishments, professional knowledge and industry experience which may be relevant to the Group; (iii) commitment to the business of the Group in respect of time, interest and attention; (iv) perspectives, skills and experience that the individual can contribute to the Board; (v) diversity in a number of aspects, including but not limited to gender, age, cultural and educational background, professional experience, skills, knowledge and length of service; (vi) Board succession planning considerations and long-term objectives of the Group; and (vii) the independence of such candidate with reference to, among other things, the requirements as set out in Rule 3.13 of the Listing Rules.

The Nomination Committee had assessed and reviewed the written confirmation of independence of Mr. Shao based on the independence criteria as set out in Rule 3.13 of the Listing Rules and is satisfied that Mr. Shao is independent in accordance with Rule 3.13 of the Listing Rules.

The Nomination Committee also considers that Mr. Shao can contribute to the diversity of the Board, in particular, with his diversified education background, professional experience in accounting, auditing and finance, knowledge and experience of serving as an independent director in listed companies and connections in various industries.

– 6 –

LETTER FROM THE BOARD

III. THE AGM

The AGM will be held at 1:30 p.m. on Tuesday, 29 June 2021 at Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai, the PRC, for the Shareholders to consider and, if thought fit, approve the resolutions contained in the Original Notice of AGM and the aforesaid resolution in respect of the Proposed Appointment contained in the Supplemental Notice of AGM.

The Original Notice of AGM was despatched to the Shareholders on 28 May 2021. The Supplemental Notice of AGM, which contains additional resolution to be proposed at the AGM, is set out on pages SAGM-1 to SAGM-2 of this circular. The aforesaid resolution contained in the Supplemental Notice of AGM will be proposed by way of ordinary resolution at the AGM to be approved by the Shareholders, and the voting in relation to such resolution will be conducted by way of poll.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the resolutions contained in the Original Notice of AGM and the Supplemental Notice of AGM to be proposed at the AGM, and therefore no Shareholder is required to abstain from voting at the AGM for such resolutions.

A Shareholder who has not yet lodged the Original Form of Proxy in accordance with the instructions printed thereon with Computershare is requested to complete and return the Revised Form of Proxy in accordance with the instructions printed thereon to Computershare not less than 24 hours before the time for holding the AGM or any adjournment thereof, if he or she wishes to appoint proxies to attend the AGM on his or her behalf. In this case, the Original Form of Proxy should not be lodged to Computershare.

A Shareholder who has already lodged the Original Form of Proxy in accordance with the instructions printed thereon with Computershare should note the following:

• (i) If no Revised Form of Proxy is lodged with Computershare, the Original Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if correctly completed. The proxy appointed under the Original Form of Proxy will be entitled to vote in his or her discretion or abstain from voting on any resolutions properly put to the AGM, other than those referred to in (a) the Original Notice of AGM and (b) the Original Form of Proxy, including the additional resolution set out in the Supplemental Notice of AGM.

• (ii) If the Revised Form of Proxy is lodged with Computershare in accordance with the instructions printed thereon not less than 24 hours before the time for holding the AGM or any adjournment thereof, the Revised Form of Proxy will revoke and supersede the Original Form of Proxy previously lodged by the Shareholder. The Revised Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if correctly completed.

– 7 –

LETTER FROM THE BOARD

• (iii) If the Revised Form of Proxy is lodged after 24 hours before the time for holding the AGM or any adjournment thereof, the Revised Form of Proxy will be deemed invalid. It will not revoke the Original Form of Proxy previously lodged by the Shareholder. The Original Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if correctly completed. The proxy appointed under the Original Form of Proxy will be entitled to vote in his or her discretion or abstain from voting on any resolutions properly put to the AGM, other than those referred to in (a) the Original Notice of AGM and (b) the Original Form of Proxy, including the additional resolution set out in the Supplemental Notice of AGM.

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

IV. RECOMMENDATION

The Board considers that the abovementioned resolution in respect of the Proposed Appointment are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolution in respect of the Proposed Appointment to be proposed at the AGM.

By order of the Board COSCO SHIPPING Development Co., Ltd. Cai Lei

Joint Company Secretary

• 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.”.

– 8 –

SUPPLEMENTAL NOTICE OF AGM

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.

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)

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

Reference is made to the notice of the annual general meeting dated 28 May 2021 (the “ Original Notice of AGM ”) which sets out the details of the annual general meeting (the “ AGM ”) of COSCO SHIPPING Development Co., Ltd. (the “ Company ”) for the year of 2020 to be at 1:30 p.m. on Tuesday, 29 June 2021 (or at any adjournment thereof) at Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai, the People’s Republic of China, and the resolutions to be proposed at the AGM for the Shareholders’ approval. Unless otherwise defined, capitalised terms used in this supplemental notice shall have the same meanings as those defined in the circular of the Company dated 15 June 2021 (the “ Circular ”).

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM will be held, as originally scheduled, to consider and, if thought fit, pass the following resolution as ordinary resolution of the Company, in addition to the resolutions set out in the Original Notice of AGM:

ORDINARY RESOLUTION

1. To consider and approve the resolution in relation to the appointment of Mr. Shao Ruiqing as an independent non-executive Director.

By order of the Board COSCO SHIPPING Development Co., Ltd. Wang Daxiong Chairman

Shanghai, the People’s Republic of China

15 June 2021

– SAGM-1 –

SUPPLEMENTAL NOTICE OF AGM

Notes:

1. Save for the inclusion of the additional proposed resolution as set out in this supplemental notice of AGM, there are no other changes to the resolutions set out in the Original Notice of AGM. For details of the other resolutions to be considered at the AGM, closure of the register of H Shares members of the Company (the “ Register of Members ”), eligibility for attending the AGM, registration procedures for attending the AGM, appointment of proxy, method of voting and other relevant matters, please refer to the Original Notice of AGM.

2. Since the Original Form of Proxy sent together with the Original Notice of AGM does not contain the additional proposed resolution as set out in this supplemental notice of AGM, a revised form of proxy (the “ Revised Form of Proxy ”) has been prepared and is enclosed with this supplemental notice of AGM.

3. A Shareholder who has not yet lodged the Original Form of Proxy in accordance with the instructions printed thereon with Computershare, the Company’s H Share registrar, is requested to complete and return the enclosed Revised Form of Proxy in accordance with the instructions printed thereon to Computershare not less than 24 hours before the time for holding the AGM or any adjournment thereof, if he or she wishes to appoint proxies to attend the AGM on his or her behalf. In this case, the Original Form of Proxy should not be lodged to Computershare.

The address of Computershare is as follows:

17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

1. A Shareholder who has already lodged the Original Form of Proxy in accordance with the instructions printed thereon with Computershare should note the following:

2. (i) If no Revised Form of Proxy is lodged with Computershare, the Original Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if correctly completed. The proxy appointed under the Original Form of Proxy will be entitled to vote in his or her discretion or abstain from voting on any resolutions properly put to the AGM, other than those referred to in (a) the Original Notice of AGM and (b) the Original Form of Proxy, including the additional resolution set out in the Supplemental Notice of AGM.

3. (ii) If the Revised Form of Proxy is lodged with Computershare in accordance with the instructions printed thereon not less than 24 hours before the time for holding the AGM or any adjournment thereof, the Revised Form of Proxy will revoke and supersede the Original Form of Proxy previously lodged by the Shareholder. The Revised Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if correctly completed.

4. (iii) If the Revised Form of Proxy is lodged after 24 hours before the time for holding the AGM or any adjournment thereof, the Revised Form of Proxy will be deemed invalid. It will not revoke the Original Form of Proxy previously lodged by the Shareholder. The Original Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if correctly completed. The proxy appointed under the Original Form of Proxy will be entitled to vote in his or her discretion or abstain from voting on any resolutions properly put to the AGM, other than those referred to in (a) the Original Notice of AGM and (b) the Original Form of Proxy, including the additional resolution set out in the Supplemental Notice of AGM.

5. Completion and return of the Original Form of Proxy and/or the Revised Form of Proxy will not preclude a Shareholder from attending in person and voting at the AGM or any adjournment thereof should he/she so wish.

The Board as at the date of this notice comprises Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive Directors, Mr. Huang Jian, Mr. Liang Yanfeng and Mr. Ip Sing Chi, being non-executive Directors, and Mr. Cai Hongping, Ms. Hai Chi Yuet, Mr. Graeme Jack, Mr. Lu Jianzhong and Ms. Zhang Weihua, 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.”.

– SAGM-2 –