COSCO SHIPPING Development Co., Ltd. - AGM Information 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) 2020 REPORT OF THE BOARD

(2) 2020 REPORT OF THE SUPERVISORY COMMITTEE (3) 2020 WORK REPORT OF INDEPENDENT DIRECTORS (4) 2020 FINANCIAL STATEMENTS AND AUDITORS’ REPORT (5) 2020 ANNUAL REPORT

(6) 2020 PROFIT DISTRIBUTION PLAN

(7) REMUNERATION OF DIRECTORS AND SUPERVISORS FOR THE YEAR 2021

(8) RE-APPOINTMENT OF DOMESTIC AUDITOR, INTERNAL CONTROL AUDITOR AND INTERNATIONAL AUDITOR FOR THE YEAR 2021

(9) PROVISIONS OF GUARANTEES AND

(10) 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 6 to 16 of this circular.

The 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 is set out on pages AGM-1 to AGM-4 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.”.

28 May 2021

CONTENT

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I – WORK REPORT OF INDEPENDENT DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2020 . . . . . .	I-1
NOTICE OF AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .AGM-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
“A Shareholder(s)” holder(s) of A Share(s)
“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 Notice of AGM
“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
“controlling shareholder”
has the meaning ascribed to it under the Hong Kong Listing Rules
“COSCO SHIPPING HK”
COSCO SHIPPING Development (Hong Kong) Co., Ltd. (中遠海運發展(香港)有限公司), a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company
“COSCO SHIPPING Leasing”
COSCO SHIPPING Leasing Co., Ltd.[#] (中遠海運租賃有限公司), a company established under the laws of the PRC with limited liability

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DEFINITIONS

“COSCO SHIPPING Tianjin”
COSCO SHIPPING Development (Tianjin) Leasing Co., Ltd.[#] (中遠海發(天津)租賃有限公司), a company established under the laws of the PRC with limited liability and a wholly-owned subsidiary of the Company
“CS Development Hainan” COSCO SHIPPING Development (Hainan) Co., Ltd.[#] (海南中遠海運發展有限公司), a company established in the PRC with limited liability and a wholly-owned subsidiary of the Company
“CS Investment” China Shipping Investment Co., Ltd.[#] (中海集團投資有限公司), a company established under the laws of the PRC with limited liability and a wholly-owned subsidiary of the Company
“CSRC” China Securities Regulatory Commission (中國證券監督管理委員會)
“DFIC HK”
Dong Fang International Container (Hong Kong) Co., Ltd. (東方國際集裝箱(香港)有限公司), a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company
“Director(s)” the director(s) of the Company
“FIL”
Florens International Limited (佛羅倫國際有限公司), a company incorporated under the laws of the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company
“Florens Container”
Florens Container Investment (SPV) Limited, a company incorporated under the laws of British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company
“Florens Maritime”
Florens Maritime Limited, a company incorporated under the laws of Bermuda with limited liability and a whollyowned subsidiary of the Company
“Form of Proxy”

the form of proxy of the Company in respect of the resolutions set out in the Notice of AGM

“Group”
the Company and its subsidiaries

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DEFINITIONS

“Guaranteed Subsidiaries” collectively, COSCO SHIPPING HK, COSCO SHIPPING Leasing, Haihui Commercial, COSCO SHIPPING Tianjin, Florens Maritime, Oriental Fleet, Shanghai Universal, DFIC HK, Oriental Fleet LNG 01, Oriental Fleet Pulp 01, Florens Container, CS Development Hainan and Yuanhai Leasing Tianjin
“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
“H Shareholder(s)” holder(s) of H Share(s)
“Haihui Commercial” Haihui Commercial Factoring (Tianjin) Co., Ltd.[#] (海匯商業保理(天津)有限公司), a company established under the laws of the PRC with limited liability and a whollyowned subsidiary of the Company
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“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
“Notice of AGM” the notice of the AGM dated 28 May 2021, which is set out on AGM-1 to AGM-4 of this circular
“Oriental Fleet” Oriental Fleet International Co., Ltd. (東方富利國際有限公司), a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company
“Oriental Fleet LNG 01” Oriental Fleet LNG 01 Limited (東方富利LNG01有限公司), a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of the Company
“Oriental Fleet Pulp 01”
Oriental Fleet Pulp 01 Limited (東方富利紙漿01有限公司), a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company

– 3 –

DEFINITIONS

“Overseas Regulatory Announcement”

the overseas regulatory announcement of the Company dated 28 May 2021 in relation to the Provisions of Guarantees

“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
“Provisions of Guarantees”

the proposed provisions of guarantees in the aggregate amounts of not exceeding RMB15.9 billion and US$6.165 billion for the Guaranteed Subsidiaries and the relevant authorisation to the Board, further details of which are set out in the Overseas Regulatory Announcement

“Register of Members” the register of H Shares members of the Company
“RMB” Renminbi, the lawful currency of the PRC
“SFO” the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)
“Shanghai Universal” Shanghai Universal Logistics Equipment Co., Ltd.[#] (上海寰宇物流裝備有限公司), a company established in the PRC with limited liability and a wholly-owned subsidiary of the Company
“Share(s)” A Share(s) and H Share(s)
“Shareholder(s)” holder(s) of the Share(s)
“Supervisor(s)” the supervisor(s) of the Company
“Supervisory Committee” the supervisory committee of the Company
“US$” United States dollar, the lawful currency of the United States of America
“Yuanhai Leasing Tianjin” Yuanhai Leasing (Tianjin) Co., Ltd.[#] (遠海租賃(天津)有限公司), a company established in the PRC with limited liability

“%” per cent

– 4 –

DEFINITIONS

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.”.
For identification purposes only

– 5 –

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 : Mr. Wang Daxiong Mr. Liu Chong Mr. Xu Hui

Non-executive Directors : Mr. Huang Jian Mr. Liang Yanfeng Mr. Ip Sing Chi

Independent Non-executive Directors : Mr. Cai Hongping Ms. Hai Chi Yuet Mr. Graeme Jack Mr. Lu Jianzhong Ms. Zhang Weihua

Legal address in the PRC : Room A – 538 International Trade Center China (Shanghai) Pilot Free Trade Zone Shanghai The PRC Principal place of business in the PRC : 5299 Binjiang Dadao Pudong New District Shanghai The PRC Principal place of business in Hong Kong : 50/F, COSCO Tower 183 Queen’s Road Central Hong Kong 28 May 2021

To the Shareholders

Dear Sir/Madam,

(1) 2020 REPORT OF THE BOARD

(2) 2020 REPORT OF THE SUPERVISORY COMMITTEE (3) 2020 WORK REPORT OF INDEPENDENT DIRECTORS

(4) 2020 FINANCIAL STATEMENTS AND AUDITORS’ REPORT (5) 2020 ANNUAL REPORT

(6) 2020 PROFIT DISTRIBUTION PLAN (7) REMUNERATION OF DIRECTORS AND SUPERVISORS FOR THE YEAR 2021

(8) RE-APPOINTMENT OF DOMESTIC AUDITOR, INTERNAL CONTROL AUDITOR AND INTERNATIONAL AUDITOR FOR THE YEAR 2021

(9) PROVISIONS OF GUARANTEES AND (10) NOTICE OF AGM

I. INTRODUCTION

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 resolutions to be proposed at the AGM.

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LETTER FROM THE BOARD

At the AGM, ordinary resolutions will be proposed to approve:

(i) the report of the Board for the year ended 31 December 2020;
(ii) the report of the Supervisory Committee for the year ended 31 December 2020;
(iii) the work report of the independent non-executive Directors for the year ended 31 December 2020;
(iv) the audited financial statements and the auditors’ report of the Group for the year ended 31 December 2020;
(v) the annual report of the Company for the year ended 31 December 2020;
(vi) the proposed profit distribution plan of the Company and the proposed payment of a final dividend of RMB0.056 per Share (inclusive of applicable tax) for the year ended 31 December 2020;
(vii) the remuneration of the Directors and the Supervisors for the year 2021; and
(viii) the re-appointment of the domestic auditor, the internal control auditor and the international auditor of the Company for the year 2021.

At the AGM, special resolution will be proposed to approve:

(i) the Provisions of Guarantees.

II. REPORT OF THE BOARD FOR THE YEAR ENDED 31 DECEMBER 2020

An ordinary resolution will be proposed at the AGM to approve the report of the Board for the year ended 31 December 2020. The full text of the aforesaid report of the Board is set out in the annual report of the Company which has been despatched to the Shareholders on 23 April 2021.

The report of the Board for the year ended 31 December 2020 was considered and approved by the Board on 30 March 2021 and will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

III. REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR ENDED 31 DECEMBER 2020

An ordinary resolution will be proposed at the AGM to approve the report of the Supervisory Committee for the year ended 31 December 2020. The full text of the aforesaid report of the Supervisory Committee is set out in the annual report of the Company which has been despatched to the Shareholders on 23 April 2021.

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LETTER FROM THE BOARD

The report of the Supervisory Committee for the year ended 31 December 2020 was considered and approved by the Supervisory Committee on 30 March 2021 and will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

IV. WORK REPORT OF THE INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

An ordinary resolution will be proposed at the AGM to approve the work report of the independent Directors for the year ended 31 December 2020. The full text of the English translation of the aforesaid report of the independent non-executive Directors is set out in Appendix I to this circular. In the event of any discrepancy between the English translation and the Chinese version of the document, the Chinese version shall prevail.

The work report of the independent non-executive Directors for the year ended 31 December 2020 was considered and approved by the Board on 30 March 2021 and will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

V. AUDITED FINANCIAL STATEMENTS AND AUDITORS’ REPORT FOR THE YEAR ENDED 31 DECEMBER 2020

An ordinary resolution will be proposed at the AGM to approve the audited financial statements and the auditors’ report of the Group for the year ended 31 December 2020. The full text of the aforesaid financial statements and auditors’ report is set out in the annual report of the Company which has been despatched to the Shareholders on 23 April 2021.

The audited financial statements and the auditors’ report of the Group for the year ended 31 December 2020 was considered and approved by the Board on 30 March 2021 and will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

VI. 2020 ANNUAL REPORT

An ordinary resolution will be proposed at the AGM to approve the annual report of the Company for the year ended 31 December 2020. The aforesaid annual report has been despatched to the Shareholders and also published on the website of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the website of the Company (http://development.coscoshipping.com) on 23 April 2021.

The 2020 annual report was considered and approved by the Board on 30 March 2021 and will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

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LETTER FROM THE BOARD

VII. 2020 PROFIT DISTRIBUTION PLAN

1. Proposed payment of a final dividend

An ordinary resolution will be proposed at the AGM to approve the proposed profit distribution plan of the Company for the year ended 31 December 2020 in accordance with the Articles of Association.

As at 31 December 2020, the retained earnings of the Company calculated under the PRC accounting standards was approximately RMB647 million. The Board proposed the payment of a final dividend of RMB0.056 per Share (inclusive of applicable tax) for the year ended 31 December 2020.

The final dividend will be paid to A Shareholders and domestic investors investing in H Shares through Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect in RMB and to H Shareholders in HK$. The actual amount of final dividend to be distributed and paid to H Shareholders in HK$ will be calculated in accordance with the average middle exchange rate for RMB to HK$ as quoted by the People’s Bank of China for the period of one week before the announcement of the final dividend, being the date of the AGM (subject to the approval by the Shareholders). It is expected that the final dividend in respect of the H Shares will be distributed and paid on or around 18 August 2021.

The 2020 profit distribution plan was considered and approved by the Board on 30 March 2021 and will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

2. Enterprise income tax

According to the Law on Corporate Income Tax of the People’s Republic of China and the relevant implementation rules which came into effect on 1 January 2008, the Company is required to withhold corporate income tax at the rate of 10% before distributing the final dividends for the year ended 31 December 2020 to non-resident enterprise shareholders as appearing on the Register of Members. Any Shares not registered in the name of an individual person, including HKSCC Nominees Limited, other nominees, trustees or other groups and organizations will be treated as being held by non-resident enterprise shareholders and will therefore be subject to the withholding of the corporate income tax. After receiving the final dividends, non-resident enterprise shareholders may apply, personally or by proxy, to provide materials to the competent taxation authorities proving their eligibility to be the actual beneficiaries under the taxation agreements (arrangement) to enjoy tax refund.

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LETTER FROM THE BOARD

3. Individual income tax

Pursuant to the requirements of Notice of the Ministry of Finance and the State Administration of Taxation on Certain Policies Regarding Individual Income Tax (Cai Shui Zi [1994] No. 020) (《財政部、國家稅務總局關於個人所得稅若干政策問題的通知》(財稅字 [1994]020號)), individual foreigners are exempted from individual income tax on dividends and bonus received from foreign-invested enterprises in the PRC. As the Company is a foreign-invested joint stock limited company, individual H Shareholders whose names appeared on the Register of Members are not required to pay the individual income tax of the PRC.

4. Profit distribution for domestic investors investing in H Shares through ShanghaiHong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect

Shanghai-Hong Kong Stock Connect

For domestic investors (including enterprises and individuals) investing in the H Shares through the Shanghai Stock Exchange, the Shanghai Branch of China Securities Depository and Clearing Corporation Limited, as the nominee of the H Shareholders through Shanghai-Hong Kong Stock Connect, will receive the final dividends paid by the Company and further distribute the final dividends to the relevant investors of H Shares through Shanghai-Hong Kong Stock Connect through its depositary and clearing system.

The final dividends will be paid to investors investing in H Shares through Shanghai-Hong Kong Stock Connect in RMB. Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect (《關於滬港股市場交易互聯互通機制試點有關稅收政策的通知》) (Caishui [2014] No. 81) issued by the Ministry of Finance of the PRC, the State Administration of Taxation and the CSRC:

(i) for dividends received by mainland individual investors from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the relevant H share listed company shall withhold and pay individual income tax payable by such mainland individual investors at the rate of 20% on their behalf;
(ii) for dividends received by mainland securities investment funds from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, individual income tax payable by such mainland securities investment funds shall be withheld and paid by the relevant H share listed company in the same manner as stated in paragraph (i) above; and

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LETTER FROM THE BOARD

(iii) for dividends received by mainland enterprise investors from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the relevant H share listed company shall not withhold or pay the income tax of dividends for mainland enterprise investors and those enterprise investors shall report and pay the income tax themselves.

Shenzhen-Hong Kong Stock Connect

For domestic investors (including enterprises and individuals) investing in the H Shares through the Shenzhen Stock Exchange, the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, as the nominee of the H Shareholders through Shenzhen-Hong Kong Stock Connect, will receive the final dividends paid by the Company and further distribute the final dividends to the relevant investors of H Shares through Shenzhen-Hong Kong Stock Connect through its depositary and clearing system.

The final dividends will be paid to investors investing in H Shares through Shenzhen-Hong Kong Stock Connect in RMB. Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong Kong Stock Connect (Cai Shui [2016] No.127) (《關於深港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2016]127 號)):

(i) for dividends received by mainland individual investors from investing in H shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect, the relevant H share listed company shall withhold and pay individual income tax payable by such mainland individual investors at the rate of 20% on their behalf;
(ii) for dividends received by mainland securities investment funds from investing in H shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect, individual income tax payable by such mainland securities investment funds shall be withheld and paid by the relevant H share listed company in the same manner as stated in paragraph (i) above; and
(iii) for dividends received by mainland enterprise investors from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the relevant H share listed company shall not withhold or pay the income tax of dividends for mainland enterprise investors and those enterprise investors shall report and pay the income tax themselves.

The record date, the date of distribution and other arrangements in relation to the payment of the final dividends to domestic investors investing in the H Shares through Shanghai-Hong Kong Stock Connect and/or Shenzhen-Hong Kong Stock Connect will be the same as those for the H Shareholders.

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LETTER FROM THE BOARD

5. To qualify for the proposed final dividend for the year ended 31 December 2020

For the purpose of determining the H Shareholders’ entitlement to the proposed final dividend for the year ended 31 December 2020, the Register of Members will be closed from 30 July 2021 to 4 August 2021 (both days inclusive), during which period no transfer of H Shares of the Company will be registered. The H Shareholders whose names appear on the Register of Members at the close of business on 4 August 2021 are entitled to receive the proposed final dividend. In order to qualify for the proposed final dividend, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Computershare, the H Share registrar of the Company, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 29 July 2021.

VIII. REMUNERATION OF DIRECTORS AND SUPERVISORS FOR THE YEAR 2021

An ordinary resolution will be proposed at the AGM to approve the remuneration of the Directors and the Supervisors for the year 2021, details of which are as follows:

(i) the Directors and the Supervisors, who are nominated by the controlling shareholders and are employed and remunerated by China COSCO SHIPPING Corporation Limited and its direct subsidiaries, shall receive no remuneration from the Company; and the external Directors shall receive remuneration based on the remuneration standard for the independent Directors;
(ii) the Directors and the employee Supervisors, who are employed as management or non-management personnel of the Company, shall receive remuneration after the remuneration proposal of their position has been approved, and shall receive no additional remuneration as a Director or an employee Supervisor; and
(iii) the remuneration standard for the onshore independent Directors is RMB150,000 per year (before tax). The remuneration standard for the offshore independent Directors is RMB300,000 per year (before tax).

The abovementioned resolution in relation to the remuneration of the Directors and Supervisors was considered and approved by the Board on 30 March 2021 and will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

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LETTER FROM THE BOARD

IX. RE-APPOINTMENT OF DOMESTIC AUDITOR, INTERNAL CONTROL AUDITOR AND INTERNATIONAL AUDITOR FOR THE YEAR 2021

Each of the following ordinary resolutions will be proposed at the AGM to approve the re-appointment of the domestic auditor, the internal control auditor and the international auditor of the Company, details of which are as follows:

(i) to re-appoint ShineWing Certified Public Accountants as the Company’s domestic auditor for the year of 2021, with remuneration of RMB5,280,000 (inclusive of applicable tax);
(ii) to re-appoint ShineWing Certified Public Accountants as the Company’s internal control auditor for the year of 2021, with remuneration of RMB920,000 (inclusive of applicable tax); and
(iii) to re-appoint Ernst & Young, Hong Kong Certified Public Accountants as the international auditor of the Company for the year of 2021, with remuneration of RMB7,950,000 (inclusive of applicable tax).

The abovementioned resolutions in relation to the re-appointment of the domestic auditor, the internal auditor and the international auditor of the Company for the year of 2021 were considered and approved by the Board on 30 March 2021 and will be submitted, by way of ordinary resolutions, for the Shareholders’ consideration and approval at the AGM.

X. PROVISIONS OF GUARANTEES

As disclosed in the Overseas Regulatory Announcement, on 28 May 2021, the Board resolved that the Company, CS Investment, Oriental Fleet, FIL and COSCO SHIPPING Leasing shall provide the following guarantees for the Guaranteed Subsidiaries in the aggregate amounts of not exceeding RMB15.9 billion and US$6.165 billion during the period from 1 July 2021 to 30 June 2022 and the relevant authorisation shall be given to the Board to consider and approve each guarantee within the approved cap, including but not limited to the manner, type, term and amount of the guarantees:

(i) the provision of guarantee for COSCO SHIPPING HK by the Company in the amount of not exceeding US$2.80 billion;
(ii) the provision of guarantee for Oriental Fleet by the Company in the amount of not exceeding US$1.00 billion;
(iii) the provision of guarantee for Oriental Fleet Pulp 01 by the Company in the amount of not exceeding US$0.165 billion;
(iv) the provision of guarantee for Florens Maritime by the Company in the amount of not exceeding US$0.80 billion;

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LETTER FROM THE BOARD

(v) the provision of guarantee for Florens Container by the Company in the amount of not exceeding US$0.30 billion;
(vi) the provision of guarantee for DFIC HK by the Company in the amount of not exceeding US$0.20 billion;
(vii) the provision of guarantee for COSCO SHIPPING Tianjin by the Company in the amount of not exceeding RMB2.00 billion;
(viii) the provision of guarantee for CS Development Hainan by the Company in the amount of not exceeding RMB0.60 billion;
(ix) the provision of guarantee for Haihui Commercial by the Company in the amount of not exceeding RMB1.30 billion;
(x) the provision of guarantee for Shanghai Universal by the Company in the amount of not exceeding RMB2.50 billion;
(xi) the provision of guarantee for COSCO SHIPPING HK by CS Investment in the amount of not exceeding US$0.30 billion;
(xii) the provision of guarantee for Haihui Commercial by CS Investment in the amount of not exceeding RMB0.30 billion;
(xiii) the provision of guarantee for Oriental Fleet LNG 01 by Oriental Fleet in the amount of not exceeding US$0.10 billion;
(xiv) the provision of guarantee for Florens Maritime by FIL in the amount of not exceeding US$0.40 billion;
(xv) the provision of guarantee for Florens Container by FIL in the amount of not exceeding US$0.10 billion;
(xvi) the provision of guarantee for COSCO SHIPPING Leasing by the Company in the amount of not exceeding RMB4.00 billion;
(xvii) the provision of guarantee for COSCO SHIPPING Leasing by CS Investment in the amount of not exceeding RMB0.20 billion; and
(xviii) the provision of guarantee for Yuanhai Leasing Tianjin by COSCO SHIPPING Leasing in the amount of not exceeding RMB5.00 billion.

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LETTER FROM THE BOARD

The guarantees under paragraph (xvi) to (xviii) above are intended to cover the existing guarantees provided by the Group for COSCO SHIPPING Leasing and Yuanhai Leasing Tianjin (a subsidiary of COSCO SHIPPING Leasing) only. Following completion of the transfer of equity interests in COSCO SHIPPING Leasing by the Company and the capital increase of COSCO SHIPPING Leasing (further details of which are set out in the announcements of the Company dated 10 December 2020, 28 December 2020 and 13 April 2021 and the circular of the Company dated 11 December 2020), COSCO SHIPPING Leasing will cease to be a subsidiary of the Company and therefore, in the event that new guarantees will be provided by the Group to COSCO SHIPPING Leasing and/or its subsidiaries, the Company will comply with the relevant requirements and disclosure obligations pursuant to the relevant laws and regulations and the Articles of Association.

Pursuant to the relevant requirements under relevant PRC laws and regulations and the Articles of Association, the Provisions of Guarantees shall be subject to the approval of the Shareholders.

The resolution in relation to the Provisions of Guarantees will be submitted, by way of special resolution, for the Shareholders’ consideration and approval at the AGM.

XI. 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 abovementioned resolutions. The abovementioned resolutions will be proposed by way of ordinary and special resolutions at the AGM to be approved by the Shareholders. The voting in relation to such resolutions will be conducted by way of poll.

The Notice of AGM, which contains the resolutions to be proposed at the AGM, is set out on pages AGM-1 to AGM-4 of this circular.

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

For the H Shareholders, the Form of Proxy should be returned to Computershare, the H Share registrar of the Company, 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 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.

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LETTER FROM THE BOARD

XII. RECOMMENDATION

The Board considers that the abovementioned resolutions 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 these resolutions 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.”.

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WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

The English translation is for reference only. In the event of any discrepancy between the English translation and the Chinese version of the document, the Chinese version shall prevail.

COSCO SHIPPING Development Co., Ltd. 2020 Work Report of the Independent Directors

According to the laws and regulations including the Company Law, the Securities Law, Guiding Opinions on the Establishment of Independent Directors System in Listed Companies and the relevant provisions of the Articles of Association and the Work System for Independent Directors, and under the Guidelines on the Format of Work Report of Independent Directors issued by the Shanghai Stock Exchange, we, as the independent Directors of COSCO SHIPPING Development Co., Ltd. (the “ Company ”), have prepared the 2020 Work Report of Independent Directors as follows.

I. BASIC INFORMATION ABOUT INDEPENDENT DIRECTORS

(1) Personal working experience, professional background and part-time engagement

Members of the sixth session of the Board of the Company comprise Mr. Cai Hongping, Ms. Hai Chi Yuet, Mr. Graeme Allan Jack, Mr. Lu Jianzhong and Ms. Zhang Weihua with their work history, professional background and part-time status as follows:

Mr. Cai Hongping ( 蔡洪平 )

Born in 1954, Mr. Cai is currently a non-executive Director of the Company, an independent non-executive director of China Eastern Airlines Corporation Limited, which was listed on the Shanghai Stock Exchange with the stock code SH600115 and the Hong Kong Stock Exchange with the stock code HK0670, an independent non-executive director of Shanghai Pudong Development Bank Co. Ltd., which was listed on the Shanghai Stock Exchange with the stock code SH600000, an external director of China National Machinery Industry Corporation, and the chairman of AGIC Capital. He worked for the Industrial and Transportation Management Committee of the Shanghai Government and Shanghai Petrochemical (Sinopec Shanghai Petrochemical Company Limited, listed on the Hong Kong Stock Exchange under the stock code 338, listed on the Shanghai Stock Exchange under the stock code 600688 and listed on the New York Stock Exchange under the stock code SHI) from 1987 to 1991, and participated in the entire process of the listing of the first batch of H shares of Shanghai Petrochemical in Hong Kong and the United States. From 1992 to 1996, he acted as a member of the Overseas Listing Guidance Team for Chinese Enterprises under the Economic Restructuring Committee of the State Council and the chairman of the Joint Committee of Board Secretaries for H Share Companies in China. From 1996 to 1997, he was the general manager of the investment banking division of Peregrine Asia. He served as a joint director of the investment banking division of BNP Paribas Peregrine Asia from 1997 to 2006, the chairman of the investment banking division of UBS AG in Asia from 2006 to 2010, and the executive chairman of Deutsche Bank in the Asia Pacific region from 2010 to 2015. Mr. Cai

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WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

served as an independent director of each of Minmetals Development Co., Ltd. (listed on the Shanghai Stock Exchange under the stock code 600058) and China Oceanwide Holdings Limited (listed on Hong Kong Stock Exchange under the stock code HK0715). Mr. Cai, a Hong Kong citizen, has a bachelor’s degree and graduated from Fudan University in Shanghai majoring in journalism.

Ms. Hai Chi Yuet ( 奚治月 )

Born in 1954, Ms. Hai is currently an independent non-executive Director of the Company. She has over 30 years of extensive working experience in the shipping logistics industry. Since 2016, she has served as the advisor to Hutchison Port Holdings Limited. Ms. Hai served as the managing director of COSCO-HIT Terminals (Hong Kong) Limited, the managing director of Yantian International Container Terminals Limited, the chief executive officer of Hutchison Port Holdings Trust (“HPH Trust”) and the advisor to Hutchison Port Holdings Limited. Ms. Hai also participates in public service organizations, including being a member of the Election Committee for the Chief Executive of Hong Kong Special Administrative Region (Transport Subsector). She also served as a member of Hong Kong Port Development Advisory Group and the president of Shenzhen Ports Association. In 2011, Ms. Hai was awarded the title of Shenzhen Honorable Citizen. Ms. Hai graduated from York University, Toronto, Canada and the University of Hong Kong, obtaining a bachelor’s degree in business administration and a master’s degree in Buddhist studies respectively.

Mr. Graeme Allan Jack

Born in 1950, Mr. Graeme Allan Jack is currently an independent non-executive Director of COSCO SHIPPING Development Co., Ltd.. He has more than 40 years of experience in finance and auditing. He worked in PricewaterhouseCoopers for 33 years and retired as a partner. Apart from the Company, he is also currently an independent non-executive director of each of The Greenbrier Companies Inc., HPH Trust and Hutchison China MediTech Limited. Mr. Graeme Jack holds a bachelor’s degree in commerce, and is a fellow member of the Hong Kong Society of Accountants and an associate member of The Institute of Chartered Accountants in Australia and New Zealand.

Mr. Lu Jianzhong ( 陸建忠 )

Born in 1954, Mr. Lu is currently an independent non-executive Director of the Company. Mr. Lu graduated from the Department of Accounting of Shanghai University of Finance and Economics with a bachelor’s degree in economics in January 1983. He started his career in the field of finance in the same year. Mr. Lu was a lecturer and an associate professor of the Finance and Accounting Department at the Shanghai Maritime University from September 1986 to August 1997. He served as a certified accountant and a partner of the audit department of PricewaterhouseCoopers Zhong Tian LLP from September 1997 to June 2012. From July 2012 to September 2016, Mr. Lu served as a partner of Shanghai De’an Certified Public Accountants LLP, the marketing director of Daxin Certified Public Accountants LLP and a

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WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

partner of Zhongxinghua Certified Public Accountants LLP. Mr. Lu has served as a certified accountant at Da Hua Certified Public Accountants LLP since October 2016. Mr. Lu is also an independent director of each of Hangzhou Hikvision Digital Technology Co., Ltd. (listed on the Shenzhen Stock Exchange under the stock code 002415), Changshu Fengfan Power Equipment Co., Ltd. (listed on the Shanghai Stock Exchange under the stock code 601700), Ningbo Lehui International Engineering Equipment Co., Ltd. (listed on the Shanghai Stock Exchange under the stock code 603076) and Shanghai Xinnanyang Only Education & Technology Co., Ltd. (listed on the Shanghai Stock Exchange under the stock code 600661), an enterprise mentor for the Master of Professional Accounting (MPAcc)/the Master of Auditing programs (Maud) of Antai College of Economics and Management of Shanghai Jiao Tong University and an external expert of the Asset Securitization Task Group under the Economic Research Center of the State Council. He is a member of Jiusan Society in the PRC.

Ms. Zhang Weihua ( 張衛華 )

Born in 1961, Ms. Zhang is currently an independent non-executive Director of the Company. Ms. Zhang graduated from the Faculty of Business of University of Southern Queensland in Australia with a master’s degree in business administration. Ms. Zhang once served as the compliance director of China Merchants Securities Co., Ltd. (listed on the Shanghai Stock Exchange under the stock code 600999) and the chairman of the supervisory committee of China Merchants Fund Management Co., Ltd.. Ms. Zhang served as, among others, the chief auditor, assistant to the president, general manager of the audit department of China Merchants Securities Co., Ltd. and the assistant to the general manager of the securities business department of the head office of China Merchants Bank successively.

(2) Explanation on circumstances that may affect independence

We, as independent Directors of the Company, do not have any of the following situations that may affect our independence:

(1) holding any position in the Company or its subsidiaries other than independent Directors;
(2) having immediate family relationship or key social relationship with the personnel in the Company or its subsidiaries (immediate family relationship means spouse, parents, children and other family relationship; key social relationship means brothers/sisters, parents-in-law, sons/daughters-in-law, spouses of brothers/sisters or brothers/sisters of spouses);
(3) holding, directly or indirectly, 1% or more of the interests in the issued shares of a listed company or ranking among the top ten shareholders of the Company who are natural persons in terms of shareholdings or having immediate family relationships with them;

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APPENDIX I

WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

(4) working in a corporate shareholder that directly holds 5% or more of the issued shares of a listed company or ranks among top five corporate shareholders of the listed company or having immediate family relationship with them;
(5) having the circumstances as mentioned in the preceding four paragraphs during the past year;
(6) providing financial, legal or consulting services to the Company or its subsidiaries;
(7) having any other relationship with the Company or its substantial shareholders that could possibly interfere with the exercise of our independent and objective judgment;
(8) breaching the Articles of Association in relation to our appointment as independent Directors;
(9) breaching other laws and regulations in relation to our appointment as independent Directors.
II. PERFORMANCE OF DUTIES OF INDEPENDENT DIRECTORS DURING THE YEAR

(1) Attendance of meetings

1. Audit Committee of the Board

	Number of
	attendance	Number of	Number	Number of
	required	Meetings	of meetings	Meeting(s)	Number of
	for the	attended	attended by	attended	meeting(s)
Name of Director	year	in person	telecommunication	by proxy	absent
Lu Jianzhong	9	9	6	0	0
Cai Hongping	9	9	6	0	0

2. Nomination Committee of the Board

	Number of
	attendance	Number of	Number of	Number of
	required	meetings	meeting(s)	Meeting(s)	Number of
	for the	attended in	attended by	attended	meeting(s)
Name of Director	year	person	telecommunication	by proxy	absent
Hai Chi Yuet	4	4	4	0	0
Cai Hongping	4	4	4	0	0

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APPENDIX I

WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

3. Investment Strategy Committee of the Board

	Number of
	attendance	Number of	Number of	Number of
	required	Meeting(s)	meeting(s)	Meeting(s)	Number of
	for the	attended in	attended by	attended	meeting(s)
Name of Director	year	person	telecommunication	by proxy	absent
Cai Hongping	1	1	1	0	0
Hai Chi Yuet	1	1	1	0	0

4. Remuneration Committee of the Board

	Number of
	attendance	Number of	Number of	Number of
	required	meetings	meeting(s)	Meeting(s)	Number of
	for the	attended in	attended by	attended	meeting(s)
Name of Director	year	person	telecommunication	by proxy	absent
Cai Hongping	4	4	4	0	0
Hai Chi Yuet	4	4	4	0	0
Graeme Jack	4	4	4	0	0

5. Risk Control Committee of the Board

	Number of
	attendance	Number of	Number of	Number of
	required	meetings	meeting(s)	Meeting(s)	Number of
	for the	attended in	attended by	attended	meeting(s)
Name of Director	year	person	telecommunication	by proxy	absent
Cai Hongping	2	2	0	0	0
Lu Jianzhong	2	2	0	0	0
Zhang Weihua	2	2	0	0	0

6. The Board of Directors

	Number of
	meetings of the					Not attend the
	Board that	Number of	Number	Number of		meetings in
	should be	meetings	of meetings	Meeting(s)	Number of	person for twice
	attended	attended in	attended by	attended by	meeting(s)	consecutively
Name of Director	in the year	person	telecommunication	proxy	absent	or not
Cai Hongping	21	21	19	0	0	No
Hai Chi Yuet	21	21	19	0	0	No
Graeme Jack	21	21	19	0	0	No
Lu Jianzhong	21	21	19	0	0	No
Zhang Weihua	21	21	19	0	0	No

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WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

(2) Voting on proposals at the Board meetings and special committee meetings of the Board

The Company reports the daily operation and production to us on a regular basis. Before the Board meetings and various special committee meetings of the Board in which we were serving, we reviewed the meeting materials and took the initiative to understand these materials, repeatedly communicated with one another, considered every proposal conscientiously, expressed our independent opinions, made reasonable suggestions at the meetings (whether voting at such meetings was by way of telecommunication or whether such meetings were on-site meetings) and expressed independent opinions on the matters under consideration in accordance with the relevant requirements under the listing rules of The Stock Exchange of Hong Kong Limited and the Shanghai Stock Exchange. Following sufficient communication with the Company, we voted in favour of all resolutions proposed at the Board meetings and various special committee meetings of the Board we were serving in.

(3) Company’s cooperation with the work of the Independent Directors

The Company fully cooperated with our work by providing convenience as much as possible for the investigations and surveys conducted by us as independent Directors.

(4) On-site inspections

During the reporting period, the independent Directors conducted discussions and communications with the management during the general meetings and Board meetings as to issues such as the Company’s target-based budgeting for the year, operation of each of the business segments, funding source plans and financing capability for the year, long-term and short-term financing plans of the Company for long-term investments, criteria for evaluating investment projects, assessment and incentive mechanism for the management team and attraction of professionals to the financial platform, so that we acquired a comprehensive understanding of the subsidiaries’ operation and management, internal control and relevant regional markets.

III. KEY CONCERNS OF INDEPENDENT DIRECTORS FOR THE YEAR

(1) Related Transactions

During the reporting period, the independent Directors discharged their duties conscientiously for the control and daily management of the related transactions of the Company. All independent Directors expressed prior approvals of and independent opinions on all material related transactions that the related transactions of the Company were conducted on normal commercial terms; that the pricing for these transactions was fair and reasonable; that these transactions were in compliance with the principles of fairness, impartiality and openness, and were in the interests of the Company and the shareholders as a whole; and that the procedures for considering these transactions were in compliance with laws and regulations, without prejudicing the interests of minority shareholders, and were in the interests of the Company and the shareholders as a whole.

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WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

(2) External guarantees and misappropriation of funds

We are of the opinion that the Company was able to strictly comply with the requirements of relevant laws and regulations, that the Company carried out the procedures for consideration, decision making and information disclosure as to external guarantees, and that the Company was not found to have provided illegal guarantees to controlling shareholders and other related parties. The flow of funds between the Company and the actual controller was flow of funds arising from normal business operation, and no controlling shareholders and other related parties were found to have misappropriated funds of the Company.

(3) Use of proceeds

All proceeds raised from the Company’s offering of shares have been used up as of now.

(4) Nomination of senior management personnel

During the reporting period, Mr. Liu Chong, Mr. Ming Dong, and Mr. Lin Feng were re-appointed as general manager, deputy general manager and chief accountant of the Company respectively, and Ms. Du Haiying was newly appointed as deputy general manager of the Company and Mr. Cai Lei as the Company’s secretary. According to the relevant requirements of the Company Law of the People’s Republic of China, the Guiding Opinions on Establishing an Independent Directorship System in Listed Companies, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange and the Articles of Association, we are of the opinion that the procedures for such appointment of senior management personnel were in compliance with the relevant requirements of the Company Law of the People’s Republic of China and the Articles of Association, and were lawful and valid.

(5) Profit Distribution

Provided that ensuring the ordinary operation and long-term development of the Company while giving consideration to the immediate and long-term interests of shareholders, the Board recommended a profit distribution plan for the Company for 2019: a cash dividend of RMB0.45 (inclusive of tax) for every 10 shares be distributed to all shareholders and remaining undistributed profits be carried forward to the next year, on the basis of the total share capital registered on the record date during the profit distribution for 2019 less the balance of repurchased shares in the repurchased account then.

We are of the opinion that the profit distribution plan for 2019 of the Company is in line with the production, operational and capital needs of the Company and other actual circumstances, and is in compliance with the relevant provisions of the No. 3 Guideline for the Supervision of Listed Companies – Cash Dividends of Listed Companies, the Guidelines for Cash Dividends of Listed Companies on the Shanghai Stock Exchange and the Articles of Association . We agreed with the profit distribution plan for 2019 of the Company. The board of directors of the Company submitted this plan to the general meeting for consideration, and the decision-making procedures were in compliance with laws and regulations.

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APPENDIX I

promptly	or not	Yes
Deadline for	Fulfillment	No
Date and Deadline	of Undertaking	The undertaking was	made on May 5,	2016
	Details of Undertaking	1. During the period in which COSCO SHIPPING holds, directly or indirectly, the controlling	shareholding of COSCO SHIPPING Development, the COSCO SHIPPING and its subsidiaries shall	not take any actions or measures or be engaged or involved in the business activities that constitute	or may constitute substantive competition with the principal activities of COSCO SHIPPING	Development and its subsidiaries, and shall not infringe upon the legitimate rights and interests of the	Company and its subsidiaries, including but not limited to the future establishment of other	subsidiaries or joint ventures or associated companies to be engaged in the businesses that constitute	substantive competition with the existing principal activities of COSCO SHIPPING Development and	its subsidiaries, or be involved, directly or indirectly, in the existing principal activities of COSCO	SHIPPING Development and its subsidiaries by any other means. 2. If there may be substantive	horizontal competition in principal business or substantive conflicts of interests between COSCO	SHIPPING and companies under its control and COSCO SHIPPING Development in the future,	COSCO SHIPPING shall give up or shall procure the companies under its control to give up such	business opportunities that may cause such competition, or shall inject all the businesses, which may	cause such competition by COSCO SHIPPING and the companies under its control, into COSCO	SHIPPING Development at a fair market price at an appropriate time. 3. COSCO SHIPPING shall not	take advantage of the information learned or known from COSCO SHIPPING Development to assist	third parties to be engaged or involved in any business activities that may result in substantive or	potential competition with the existing business of COSCO SHIPPING Development. 4. For any	breach of the said undertakings on the part of COSCO SHIPPING or other companies under its	control that results in prejudice against the interests of COSCO SHIPPING Development and other	shareholders, COSCO SHIPPING shall be liable for compensating them for the loss accordingly in	accordance with the laws.
The	Undertaking Party	COSCO SHIPPING
	Types of Undertaking	Addressing horizontal	competition
Background	of Undertaking

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APPENDIX I

promptly	or not	Yes
Deadline for	Fulfillment	No
Date and Deadline	of Undertaking	The undertaking was	made on May 5,	2016
	Details of Undertaking	1. COSCO SHIPPING and other companies under its control shall avoid conducting unnecessary related	transactions with the listed company as much as possible; for those necessary related transactions	conducted for its on-going operations, they shall be handled in a manner agreed by both parties, and	in compliance with the market-oriented pricing principles, the requirements of the relevant laws,	regulations and regulatory documents as well as the articles of association of COSCO SHIPPING	Development and the rules for related transactions. 2. COSCO SHIPPING and other companies under	its control shall avoid and reduce potential related transactions with the listed company which may be	conducted in the future; for the related transactions which cannot be avoided or which are conducted	with a valid reason, COSCO SHIPPING shall enter into related transaction agreements with COSCO	SHIPPING Development in compliance with the relevant laws, regulations and regulatory documents	as well as the articles of association of COSCO SHIPPING Development and the rules for related	transactions and on the basis of the general commercial principle of an open, fair and impartial	market, and ensure the related transactions are fair and in compliance with laws; carry out the	transaction procedures; and fulfill their information disclosure obligations in accordance with the	requirements of the relevant laws, regulations and regulatory documents. 3. COSCO SHIPPING’s	undertakings regarding the regulating of related transactions shall similarly apply to the other	companies under its control; COSCO SHIPPING shall procure, within the range of its legal authority,	that the other companies under its control to fulfill the obligations for regulating the existing or	potential related transactions between them and the listed company.
The	Undertaking Party	COSCO SHIPPING
	Types of Undertaking	Addressing related	transactions
Background	of Undertaking	Undertaking regarding the	major asset restructuring

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WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

promptly	or not	Yes
Deadline for	Fulfillment	No
Date and Deadline	of Undertaking	December 11, 2015
	Details of Undertaking	China Shipping and COSCO SHIPPING Development shall be independent from each other in terms of	assets, staff, finance, entities and business: 1. With respect to independence of assets, China Shipping	warrants that COSCO SHIPPING Development shall have complete and sole ownership of all of its	assets such that the assets of each of China Shipping and COSCO SHIPPING Development shall be	totally separated and managed by each of the China Shipping and COSCO SHIPPING Development,	and warrants that the funds and assets of COSCO SHIPPING Development shall not be	misappropriated by China Shipping and companies under its control. 2. With respect to independence	of staff, China Shipping warrants that COSCO SHIPPING Development shall have independent and a	complete set of rules and regulations governing labor, human resources and wages, which shall be	absolutely independent from those of China Shipping. China Shipping shall propose candidates for	senior management personnel such as directors, supervisors and managers in accordance with	statutory procedures, without interfering with the exercise of powers by the board and general	meetings of COSCO SHIPPING Development to make decisions on the appointment and removal of	staff. General managers, deputy general managers, financial administrators, secretary to the board and	other senior management personnel of COSCO SHIPPING Development shall be working full-time at	COSCO SHIPPING Development and receive remunerations from COSCO SHIPPING Development.	They shall not be taking any positions at China Shipping or companies under its control and/or	receive any remunerations therefrom. 3. With respect to financial independence, China Shipping	warrants that COSCO SHIPPING Development shall have independent finance departments and	independent finance auditing rules and regulations; COSCO SHIPPING Development shall have	standardized and independent financial accounting systems; COSCO SHIPPING Development shall	maintain its independent bank accounts and shall not share the same accounts with China Shipping	and companies under its control; the finance staff of the Company shall not be working on a part-	time basis at China Shipping and companies under its control; COSCO SHIPPING Development shall	pay taxes as an independent entity in accordance with the law; the Company shall be able to make	decisions on financial matters independently, and China Shipping shall not interfere with the	utilization of funds by COSCO SHIPPING Development. 4. With respect to independence of entities,	China Shipping warrants that COSCO SHIPPING Development shall maintain a sound structure of	corporate governance as a joint-stock company as well as an independent and complete organization;	the general meetings, board meetings, independent directors, board of supervisors and general	managers of COSCO SHIPPING Development shall exercise their powers independently in	accordance with the laws, regulations and the articles of association of the Company. 5. With respect	to independence of business, China Shipping warrants that COSCO SHIPPING Development shall	have an independent business management system as well as assets, staff, qualifications and
The	Undertaking Party	China Shipping
	Types of Undertaking	Addressing horizontal	competition

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WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

	Details of Undertaking	capabilities for conducting business operations independently, and the capabilities for operating	independently and continuously in the market. Other than the exercise of rights as a shareholder in	accordance with the laws, China Shipping shall not interfere with the normal business activities of	COSCO SHIPPING Development. This undertaking shall remain effective as long as the relationship	between the China Shipping Group and COSCO SHIPPING Development exists. Avoidance of	horizontal competition: 1. Upon completion of the major asset restructuring, China Shipping shall not,	directly or indirectly, (including but not limited to wholly-owned investment, joint venture,	cooperation and association) be engaged in or carry out business activities that have or may have	substantive competition with the business of COSCO SHIPPING Development. 2. In the event that	the products made or businesses carried out by the companies wholly-owned, controlled by China	Shipping or in which it holds equity interests constitute or may constitute competition with those of	COSCO SHIPPING Development in the future, upon request of COSCO SHIPPING Development,	China Shipping warrants that it shall dispose of all its capital contributions or shares in the above-	mentioned companies, and that it shall grant preemptive rights to COSCO SHIPPING Development or	its wholly-owned subsidiaries to purchase such capital contributions or shares subject to legal	compliance, and use best efforts to ensure the prices for the relevant transactions are fair and	reasonable and determined during the course of normal business transactions with independent third	parties. 3. In the event of a breach of the above-mentioned undertakings by China Shipping or other	companies under its control that result in prejudice against the rights and interests of COSCO	SHIPPING Development and the other shareholders, China Shipping shall be liable for compensating	them for the loss accordingly in accordance with the law. Reduction of related transactions: 1. China	Shipping and other companies under its control shall avoid or reduce related transactions with	COSCO SHIPPING Development as much as possible. For those unavoidable or necessary related	transactions, the China Shipping Group undertakes that it shall enter into legal agreements based on	the general commercial principle of an open, fair and impartial market, carry out legal procedures in	compliance with the relevant laws, regulations and regulatory documents as well as the articles of	association of COSCO SHIPPING Development and other rules for related transactions, so as to	ensure that the related transactions are fair and lawful, that no legitimate rights and interests of	COSCO SHIPPING Development and the other shareholders are prejudiced by means of related	transactions, and that it shall fulfill its information disclosure obligations in accordance with the	requirements of the relevant laws, regulations and regulatory documents. 2. The China Shipping	Group shall exercise its rights as a shareholder in strict compliance with the Company Law and other	laws and regulations as well as the articles of association of COSCO SHIPPING Development, and	abstain from voting at the general meetings of COSCO SHIPPING Development on the related	transactions in relation to the China Shipping Group and other companies under its control.
The	Undertaking Party
	Types of Undertaking

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APPENDIX I

promptly	or not	Yes											Yes						Yes
Deadline for	Fulfillment	No											No						No
Date and Deadline	of Undertaking	August 29, 2007											October 11, 2016						October 11, 2016
	Details of Undertaking	1. China Shipping shall adopt and procure its controlled subsidiaries to adopt effective measures not to	engage in or be involved in any business that may compete with the container transportation business	and the related business which the Company and/or its subsidiaries are mainly engaged in, or which	have rights or interests in such business; where China Shipping or its controlled subsidiaries acquire	any business opportunity to engage in the container transportation business and the related business	that the Company and/or its controlled subsidiaries are currently engaged in or will be engaged in the	projects related to such business in the future, China Shipping shall and shall procure its controlled	subsidiaries to grant the preemptive rights to such projects to the Company or its subsidiaries free of	charge. 2. China Shipping (Group) Company Limited agrees to indemnify and hold the Company	and/or its subsidiaries harmless against all losses, damages and expenses incurred as a result of any	breach of this undertaking by China Shipping and/or its subsidiaries.	The company shall continue to assure the independence of the listed company, shall not interfere with	the business and management activities of the listed company beyond its authority, and shall not	encroach on the interests of listed companies. The company hereby undertakes that it shall fulfill the	undertaking effectively and shall be liable for compensating the listed company or the investors in	accordance with the laws for any loss caused to the listed company or the investors as a result of any	breach of these undertakings.	The company shall continue to assure the independence of the listed company, shall not interfere with	the business and management activities of the listed company beyond its authority, and shall not	encroach on the interests of listed companies. The company hereby undertakes that it shall fulfill the	undertaking effectively and shall be liable for compensating the listed company or the investors in	accordance with the laws for any loss caused to the listed company or the investors as a result of any	breach of these undertakings.
The	Undertaking Party	The Company or	shareholders	holding more than	5% of equity	interests							China Shipping						COSCO SHIPPING
	Types of Undertaking	Addressing horizontal	competition										Others						Others
Background	of Undertaking	Undertaking regarding IPO											Undertaking regarding	refinancing

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WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

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WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

promptly	or not	Yes
Deadline for	Fulfillment	Yes
Date and Deadline	of Undertaking	From 6 May 2019 to	the date on which	the equity interests	of the target	companies were	transferred to	COSCO SHIPPING	Development or the	date on which the	company no longer	directly or	indirectly controls	itself, whichever is	earlier
	Details of Undertaking	1. The company shall procure CS Financial to entrust the equity of the target companies to COSCO	SHIPPING Development or its specialized subsidiaries for management, and the Company shall be	fully responsible for the operation and decision-making of the target companies. The company shall	procure CS Financial or the relevant target companies to pay management service fees to COSCO	SHIPPING Development or its specialized subsidiaries at a fair price. 2. Within three years from the	date of completion of this acquisition and delivery, the company undertakes to transfer the equity of	the target companies to COSCO SHIPPING Development at a fair and reasonable market price	through legal procedures and appropriate ways. 3. If the rights and interests of COSCO SHIPPING	Development and its subsidiaries are prejudiced as a result of breach of the above undertakings by	the company or other companies under its control, the company shall assume liability for	compensation accordingly according to law.
The	Undertaking Party	COSCO SHIPPING
	Types of Undertaking	Asset injection
Background	of Undertaking	Other undertakings

– I-14 –

WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

promptly	or not	Yes
Deadline for	Fulfillment	No
Date and Deadline	of Undertaking	Committed on	October 13, 2020
	Details of Undertaking	1. After the completion of this reorganization, the Company will continue to maintain its independence	from the listed company in terms of personnel, assets, business, organization, and finance in	accordance with the requirements of relevant laws, regulations, and regulatory documents, and will	not engage in any behavior that affects the independence of the listed company’s personnel, the	independence of assets, the independence of business, the independence of institutions, and the	independence of finance, and will not harm the interests of the listed company and other	shareholders, so as to effectively protect the independence of the listed company in terms of	personnel, assets, businesses, institutions, and finance. 2. As of the date of signing this letter of	commitment, the Company has always been strictly fulfilling the Letter of Commitment on Avoiding	Horizontal Competition and Reducing Related Party Transactions issued on December 11, 2015	without violating any of the commitments it has made. After the completion of this reorganization,	the Company will continue to strictly implement the aforementioned letter of commitment to protect	the interests of the listed company and all shareholders of the listed company. 3. This letter of	commitment takes effect from the date of official signing by the Company and cannot be revoked	after being singed. The Company guarantees that this letter of commitment will be fulfilled, and the	listed company has the right to supervise the performance of this letter of commitment; if the	Company fails to fulfill this letter of commitment, and therefore causes any actual losses to the listed	company, the Company will compensate the listed company for all direct or indirect losses caused to	the listed company.
The	Undertaking Party	China Shipping
	Types of Undertaking	Addressing horizontal	competition and related	transactions
Background	of Undertaking	Undertaking regarding the	major asset restructuring

– I-15 –

WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

– I-16 –

WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

promptly	or not	Yes
Deadline for	Fulfillment	No
Date and Deadline	of Undertaking	Committed on	October 13, 2020
	Details of Undertaking	1. I promise not to offer benefits to other units or individuals free of charge or on unfair terms, or	otherwise harm the Company’s interests. 2. I promise to restrain my position-related consumption. 3.	I promise that I will not use the Company’s assets to engage in investment and consumption activities	that have nothing to do with my performance of duties. 4. I promise that the remuneration system	formulated by the board of directors or the remuneration and appraisal committee will be linked to	the implementation of the Company’s compensation and return measures. 5. I promise that the	conditions for exercise of the Company’s equity incentives are linked to the implementation of the	Company’s compensation measures. 6. From the date of the issuance of this commitment to the	completion of the Company’s implementation of this transaction, if the China Securities Regulatory	Commission has made other new regulatory requirements on the remuneration and repayment	measures and commitments, and the above commitments cannot meet such new requirements of the	China Securities Regulatory Commission, I promise to issue a supplementary commitment in	accordance with the latest regulations of the China Securities Regulatory Commission. 7. If the	commitment to earnestly fulfill the Company’s relevant remuneration and repayment measures and the	commitments made thereon are violated, causing losses to the Company or investors, I am willing to	bear the liability of compensation to the Company or investors in accordance with the law.
The	Undertaking Party	Company directors	and senior	executives
	Types of Undertaking	Others
Background	of Undertaking

– I-17 –

WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

– I-18 –

WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

– I-19 –

WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

– I-20 –

WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

– I-21 –

WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

promptly	or not	Yes
Deadline for	Fulfillment	No
Date and Deadline	of Undertaking	Committed on	October 13, 2020
	Details of Undertaking	1. I promise not to offer benefits to other units or individuals free of charge or on unfair terms, or	otherwise harm the Company’s interests. 2. I promise to restrain my position-related consumption. 3.	I promise that I will not use the Company’s assets to engage in investment and consumption activities	that have nothing to do with my performance of duties. 4. I promise that the remuneration system	formulated by the board of directors or the remuneration and appraisal committee will be linked to	the implementation of the Company’s compensation and return measures. 5. I promise that the	conditions for exercise of the Company’s equity incentives are linked to the implementation of the	Company’s compensation measures. 6. From the date of the issuance of this commitment to the	completion of the Company’s implementation of this transaction, if the China Securities Regulatory	Commission has made other new regulatory requirements on the remuneration and repayment	measures and commitments, and the above commitments cannot meet such new requirements of the	China Securities Regulatory Commission, I promise to issue a supplementary commitment in	accordance with the latest regulations of the China Securities Regulatory Commission. 7. If the	commitment to earnestly fulfill the Company’s relevant remuneration and repayment measures and the	commitments made thereon are violated, causing losses to the Company or investors, I am willing to	bear the liability of compensation to the Company or investors in accordance with the law.
The	Undertaking Party	Company directors	and senior	executives
	Types of Undertaking	Others
Background	of Undertaking

– I-22 –

WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

– I-23 –

WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

– I-24 –

WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

APPENDIX I

(7) Implementation of information disclosure

During the reporting period, the Company was able to make information disclosures in an “open, fair and impartial” manner according to the requirements of relevant laws and regulations, without being criticized or penalized by regulatory authorities.

(8) Implementation of internal control

For the implementation of internal control, please refer to the “Internal Control Evaluation Report for 2020” considered and passed by the Board, and the “Internal Control Audit Report for 2020” of the Company issued by ShineWing Certified Public Accountants.

(9) Operation of the Board and the special committees under the Board

The Board has set up six special committees, namely the investment strategy committee, nomination committee, remuneration committee, audit committee, risk control committee and execution committee. All these special committees considered the matters according to their respective specialized fields. The Board and its special committees operated in a regulated manner and discharged their duties according to law. For details about the operation, please refer to the Company’s Annual Report 2020.

(10) Other issues which the Independent Directors considered that the Company should improve

The Company operated in a regulated manner according to relevant laws and regulations as well as regulatory requirements for listed companies. Currently, no issues which need to be raised for improvement were found.

IV. OVERALL ASSESSMENT

As the independent directors of the Company, we discharged our duties based on the principles of objectiveness, fairness and independence; participated in the decision making of material matters of the Company, remained diligent and responsible, and played an active role as independent Directors in strict compliance with the requirements of laws and regulations, including the Company Law, the Securities Law, Guiding Opinions on the Establishment of an Independent Directorship System in Listed Companies, the Articles of Association and Working System of Independent Directors, thus safeguarded the legitimate rights and interests of the Company and its shareholders (especially minority shareholders) as a whole.

In 2021, we will continue to uphold the principles of prudence, diligence and loyalty and the spirit of being accountable to the Company and all shareholders; we will strengthen learning and constantly enhance our professional skills and decision-making capabilities; and we will discharge our duties and obligations as independent Directors faithfully and effectively so as to better protect the legitimate rights and interests of the Company and minority shareholders.

Independent Directors of COSCO SHIPPING Development Co., Ltd.

Cai Hongping, Hai Chi Yuet, Graeme Jack, Lu Jianzhong and Zhang Weihua

30 March 2021

– I-25 –

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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting for the year of 2020 (the “ AGM ”) of COSCO SHIPPING Development Co., Ltd. (the “ Company ”) will be held 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 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 circular of the Company dated 28 May 2021 (the “ Circular ”).

ORDINARY RESOLUTIONS

To consider and approve the report of the Board for the year ended 31 December 2020.
To consider and approve the report of the Supervisory Committee for the year ended 31 December 2020.
To consider and approve the work report of the independent non-executive Directors for the year ended 31 December 2020.
To consider and approve the audited financial statements and the auditors’ report of the Group for the year ended 31 December 2020.
To consider and approve the annual report of the Company for the year ended 31 December 2020.

– AGM-1 –

NOTICE OF AGM

To consider and approve the proposed profit distribution plan of the Company and the proposed payment of a final dividend of RMB0.056 per share of the Company (inclusive of applicable tax) for the year ended 31 December 2020.
To consider and determine the remuneration of the Directors and the Supervisors for the year 2021.
8.(a) To re-appoint ShineWing Certified Public Accountants as the Company’s domestic auditor for the year of 2021, with remuneration of RMB5,280,000 (inclusive of applicable tax).
8.(b) To re-appoint ShineWing Certified Public Accountants as the Company’s internal control auditor for the year of 2021, with remuneration of RMB920,000 (inclusive of applicable tax).
8.(c) To re-appoint Ernst & Young, Hong Kong Certified Public Accountants as the international auditor of the Company for the year of 2021, with remuneration of RMB7,950,000 (inclusive of applicable tax).

SPECIAL RESOLUTION

To consider and approve the resolution in relation to the Provisions of Guarantees, details of which are set out in the Circular.

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

Joint Company Secretary

Shanghai, the People’s Republic of China

28 May 2021

– AGM-2 –

NOTICE OF AGM

Notes:

The Register of Members will be closed during the following periods and during these periods, no transfer of H Shares will be registered.
(a) To attend and vote at the AGM

For the purpose of holding the AGM, the Register of Members will be closed from 23 June 2021 to 29 June 2021 (both days inclusive), during which period no transfer of H Shares will be registered. The H Shareholders whose names appear on the Register of Members at the close of business on 23 June 2021 are entitled to attend and vote at the AGM.

In order to attend and vote at the AGM, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Computershare, the H Share registrar of the Company, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 22 June 2021.

(b) To qualify for the proposed final dividend for the year ended 31 December 2020

In order to qualify for the proposed final dividend, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Computershare, the H Share registrar of the Company, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 29 July 2021.

Each H Shareholder 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/her behalf at the AGM.
The Form of Proxy must be signed by the Shareholder or his/her attorney duly authorised in writing or, in the case of a legal person, must either be executed under its common seal or under the hand of a legal representative or other attorney duly authorised to sign the same. If the 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.
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 AGM or any adjournment thereof in order for such documents to be valid.
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 of directors or other authorities, or other notarised copy of the licence issued by such legal person Shareholder. The Form of Proxy duly signed and submitted by HKSCC Nominees Limited are deemed to be valid, and it is not necessary for the proxy(ies) appointed by HKSCC Nominees Limited to produce the signed Form of Proxy when the proxy(ies) attend(s) the AGM. Completion and return of the 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.
Pursuant to the Hong Kong 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, 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 Hong Kong Stock Exchange at www.hkexnews.hk after the AGM.

– AGM-3 –

NOTICE OF AGM

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 AGM, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto.
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.

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.”.

– AGM-4 –

AI assistant

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

50782_rns_2021-05-28_07027f40-2576-4bc6-823d-66bfb3b2421a.pdf

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

(1) 2020 REPORT OF THE BOARD

(6) 2020 PROFIT DISTRIBUTION PLAN

(7) REMUNERATION OF DIRECTORS AND SUPERVISORS FOR THE YEAR 2021

(9) PROVISIONS OF GUARANTEES AND

(10) NOTICE OF AGM

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

For identification purposes only

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

(Stock Code: 02866)

I. INTRODUCTION

II. REPORT OF THE BOARD FOR THE YEAR ENDED 31 DECEMBER 2020

III. REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR ENDED 31 DECEMBER 2020

IV. WORK REPORT OF THE INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

V. AUDITED FINANCIAL STATEMENTS AND AUDITORS’ REPORT FOR THE YEAR ENDED 31 DECEMBER 2020

VI. 2020 ANNUAL REPORT

VII. 2020 PROFIT DISTRIBUTION PLAN

1. Proposed payment of a final dividend

2. Enterprise income tax

3. Individual income tax

Shanghai-Hong Kong Stock Connect

Shenzhen-Hong Kong Stock Connect

5. To qualify for the proposed final dividend for the year ended 31 December 2020

VIII. REMUNERATION OF DIRECTORS AND SUPERVISORS FOR THE YEAR 2021

IX. RE-APPOINTMENT OF DOMESTIC AUDITOR, INTERNAL CONTROL AUDITOR AND INTERNATIONAL AUDITOR FOR THE YEAR 2021

X. PROVISIONS OF GUARANTEES

XI. THE AGM

XII. RECOMMENDATION

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

COSCO SHIPPING Development Co., Ltd. 2020 Work Report of the Independent Directors

I. BASIC INFORMATION ABOUT INDEPENDENT DIRECTORS

(1) Personal working experience, professional background and part-time engagement

Mr. Cai Hongping ( 蔡洪平 )

Ms. Hai Chi Yuet ( 奚治月 )

Mr. Graeme Allan Jack

Mr. Lu Jianzhong ( 陸建忠 )

APPENDIX I

Ms. Zhang Weihua ( 張衛華 )

(2) Explanation on circumstances that may affect independence

APPENDIX I

WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

(1) Attendance of meetings

1. Audit Committee of the Board

2. Nomination Committee of the Board

APPENDIX I

WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020

3. Investment Strategy Committee of the Board

4. Remuneration Committee of the Board

5. Risk Control Committee of the Board

6. The Board of Directors

(2) Voting on proposals at the Board meetings and special committee meetings of the Board

(3) Company’s cooperation with the work of the Independent Directors

(4) On-site inspections

III. KEY CONCERNS OF INDEPENDENT DIRECTORS FOR THE YEAR

(1) Related Transactions

(2) External guarantees and misappropriation of funds

(3) Use of proceeds

(4) Nomination of senior management personnel

(5) Profit Distribution

APPENDIX I

APPENDIX I

APPENDIX I

APPENDIX I

(7) Implementation of information disclosure

(8) Implementation of internal control

(9) Operation of the Board and the special committees under the Board

(10) Other issues which the Independent Directors considered that the Company should improve

IV. OVERALL ASSESSMENT

Independent Directors of COSCO SHIPPING Development Co., Ltd.

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

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTION

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

COSCO SHIPPING Development Co., Ltd. AGM Information 2021

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

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

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