COSCO SHIPPING Development Co., Ltd. — AGM Information 2022

Jun 20, 2022

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)

REVISED FORM OF PROXY FOR ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, 30 JUNE 2022

No. of H Shares to which this form of proxy relates[1]

I/We[2]

of

being shareholder(s) of COSCO SHIPPING Development Co., Ltd. (the “ Company* ”) hereby appoint[3] the Chairman of the AGM (as defined below) or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the annual general meeting of the Company (the “ AGM ”) to be held at 1:30 p.m. on Thursday, 30 June 2022 (or at any adjournment thereof) at Holiday Inn Shanghai Jinxiu, 399 Jin Zun Road, Pudong New Area, Shanghai, the PRC as hereunder indicated in respect of the resolutions set out in the notice of the AGM dated 9 June 2022 (the “ Original Notice of AGM ”) and the supplemental notice of the AGM dated 20 June 2022 (the “ Supplemental Notice of AGM ”) as hereunder indicated and, if no such indication is given, as my/our proxy thinks fit.

Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the circulars of the Company dated 9 June 2022 and 20 June 2022, respectively (the “ Circulars ”).

			**ORDINARY **	**ORDINARY **	RESOLUTIONS#	RESOLUTIONS#	RESOLUTIONS#		For4	Against4	Abstain4
1.			To consider and approve the report of		the Board for the year ended 31			December 2021.
2.			To consider and approve the report	of the Supervisory Committee for the year ended					31
			December 2021.
3.			To consider and approve the work report of the independent non-executive Directors						for
			the year ended 31 December 2021.
4.			To consider and approve the audited financial statements				and the auditors’ report of		the
			Group for the year ended 31 December 2021.
5.			To consider and approve the annual		report of the Company for the year ended				31
			December 2021.
6.			To consider and approve the proposed profit distribution				plan of the Company and		the
			proposed payment of a final dividend of RMB0.226 per share of the Company (inclusive
			of applicable tax) for the year ended 31 December 2021.
7.			To consider and determine the remuneration			of the Directors and the Supervisors for			the
			year 2022.
8.			(a) To re-appoint ShineWing Certified Public Accountants as the Company’s domestic
			auditor for the year of 2022, with remuneration of RMB5.28 million (inclusive of
			applicable tax).
			(b) To re-appoint ShineWing Certified Public Accountants as the Company’s internal
			control auditor for the year	of	2022, with remuneration of RMB0.92 million
			(inclusive of applicable tax).
			(c) To appoint ShineWing Certified Public			Accountants	as the international auditor of
			the Company for the year of 2022,			with remuneration of RMB4.96 million
			(inclusive of applicable tax).
9.			To consider and approve the resolution in relation to the Equity Transfer Agreement and
			the Disposal of Equity Interest.
10.			To consider and approve the resolution		in relation to the Capital Increase Agreement and
			the Capital Increase by the Company.
			**SPECIAL **		RESOLUTION#				For4	Against4	Abstain4
11.			To consider and approve the resolution in relation to the Provision of Guarantees.
			ORDINARY RESOLUTION#						For4	Against4	Abstain4
12.			To consider and approve the resolution in			relation to the appointment of Mr. Zhang
			Mingwen as an executive Director.

Signature(s)[5] :

Date:

Notes:

1. Please insert the number of H Shares to which this Revised Form of Proxy relates, which must not exceed the number of H Shares registered in your name(s). If no number is inserted, this Revised Form of Proxy will be deemed to relate to all the H Shares in the capital of the Company registered in your name(s) (whether alone or jointly with others).

2. Please insert the full name(s) (in Chinese or in English, as shown in the Register of Members) and registered address(es) in BLOCK LETTERS .

3. If any proxy other than the Chairman of the AGM is preferred, please delete the words “the Chairman of the AGM (as defined below) or” and insert the name and address of the proxy desired in the space provided. A Shareholder may appoint one or more proxies to attend and vote in his stead at the AGM. The proxy need not be a Shareholder. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON(S) WHO SIGN(S) IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE INDICATE WITH A “ � ” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE INDICATE WITH A “ � ” IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE INDICATE WITH A “ � ” IN THE BOX MARKED “ABSTAIN” . The Shares abstained will be counted in the calculation of the required majority. Any vote which is not filled or filled wrongly or with unrecognisable writing or not cast will be counted as “Abstained”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than those referred to in the Original Notice of AGM and the Supplemental Notice of AGM.

5. This Revised Form of Proxy must be signed by you or your attorney duly authorised in writing or, in the case of a legal person, must either be executed under its common seal or under the hand of a legal representative or other attorney duly authorised to sign the same. If this Revised 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.

6. If a proxy attends the AGM on behalf of you, he/she should produce his/her identity card and the Revised Form of Proxy signed by you or your legal representative or your duly authorised attorney, and specify the date of its issuance. If you are a legal person and appoint your 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. Form(s) 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 Revised Form of Proxy when the proxy(ies) attend(s) the AGM. Completion and return of this Revised Form of Proxy will not preclude you from attending in person and voting at the AGM or any adjournment thereof should you so wish.

7. Where there are joint registered holders of any Share, 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 were solely entitled thereto.

8. To be valid, for H Shareholders, this Revised Form of Proxy, and if the Revised 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 power of attorney or other authority, must be delivered to Computershare Hong Kong Investor Services Limited 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.

9. For further information on the resolutions set out in this form of proxy, please refer to the Circulars.

10. If you have not lodged the Original Form of Proxy sent together with the Original Notice of AGM in accordance with the instructions printed thereon with Computershare, you are requested to complete and return this Revised Form of Proxy to Computershare not less than 24 hours before the time for holding the AGM or any adjournment thereof, if you wish to appoint proxies to attend the AGM on your behalf. In this case, the Original Form of Proxy should not be lodged with Computershare

11. If you have already lodged the Original Form of Proxy in accordance with the instructions printed thereon with Computershare, you should note the following:

12. (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 in relation to the Proposed Appointment set out in the Supplemental Notice of AGM.

13. (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.

14. (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 in relation to the Proposed Appointment set out in the Supplemental Notice of AGM.

15. Completion and return of this Revised Form of Proxy will not preclude you from attending in person and voting at the AGM or any adjournment thereof should you so wish.

16. The full text of the resolutions is set out in the Original Notice of AGM and the Supplemental Notice of AGM.

17. 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.”.