COSCO SHIPPING Development Co., Ltd. — AGM Information 2024

Jun 6, 2024

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 2023 (the “ AGM ”) of COSCO SHIPPING Development Co., Ltd. (the “ Company ”) will be held at 1:30 p.m. on Friday, 28 June 2024 (or at any adjournment thereof) at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou 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 7 June 2024 (the “ Circular ”).

ORDINARY RESOLUTIONS

1. To consider and approve the report of the Board for the year ended 31 December 2023.

2. To consider and approve the report of the Supervisory Committee for the year ended 31 December 2023.

3. To consider and approve the audited financial statements and the auditors’ report of the Group for the year ended 31 December 2023.

4. To consider and approve the annual report of the Company for the year ended 31 December 2023.

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SPECIAL RESOLUTIONS

1. To consider and approve the Articles of Association of the Company and the relevant rules of procedure:

2. 5.1 To consider and approve the Proposed Amendments to the Articles of Association.

3. 5.2 To consider and approve the Proposed Amendments to the Rules of Procedure of the Shareholders’ General Meeting.

4. 5.3 To consider and approve the Proposed Amendments to the Rules of Procedure of the Board of Directors.

ORDINARY RESOLUTIONS

1. To consider and approve the Proposed Amendments to the Working Rules of Independent Non-executive Directors.

2. To consider and approve the proposed 2023 final profit distribution plan of the Company and the proposal of grant of authorization to the Board to determine details of the 2024 interim profit distribution plan:

3. 7.1 To consider and approve the proposed profit distribution plan of the Company and the proposed payment of a final dividend of RMB0.032 per share of the Company (inclusive of applicable tax) for the year ended 31 December 2023.

4. 7.2 To consider and approve the proposed grant of authorization to the Board to determine details of the 2024 interim profit distribution plan of the Company.

5. To consider and determine the remuneration of the Directors and the Supervisors for the year 2024.

6. 9.1 To re-appoint ShineWing Certified Public Accountants LLP as the Company’s domestic auditor for the year of 2024, with remuneration of RMB5.28 million (inclusive of applicable tax).

7. 9.2 To re-appoint ShineWing Certified Public Accountants LLP as the Company’s internal control auditor for the year of 2024, with remuneration of RMB0.92 million (inclusive of applicable tax).

8. 9.3 To appoint SHINEWING (HK) CPA Limited as the international auditor of the Company for the year of 2024, with remuneration of RMB4.96 million (inclusive of applicable tax).

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SPECIAL RESOLUTIONS

1. To consider and approve the Provision of Guarantees, details of which are set out in the Circular;

2. To consider and approve the grant of the A Share Repurchase Mandate:

“ THAT

The Board is authorised to repurchase A Shares with the Company’s self-raised funds during the Relevant Period with an aggregate number of A Shares not exceeding 10% of the aggregate number of A Shares in issue as at the date of consideration and approval of the resolution in relation to the grant of the A Share Repurchase Mandate at the AGM, the A Shareholders’ Class Meeting and the H Shareholders’ Class Meeting.

The Board is authorized to handle relevant matters in relation to the repurchase of A Shares, including but not limited to:

• (i) to formulate and implement specific repurchase plans in accordance with the Company Law and other laws and regulations, the listing rules of the place where the Shares are listed and the Articles of Association, including but not limited to determining the timing of repurchase, repurchase period, repurchase price, repurchase quantity, and purpose of repurchase etc.;

• (ii) to notify creditors and make announcements and deal with matters related to the exercise of rights by creditors (if applicable);

• (iii) to open stock account(s) and capital account(s) (if applicable);

• (iv) to handle the matters of transfer or cancellation of the repurchased Shares and reduce the Company’s registered capital (if applicable) according to the actual repurchase of A Shares;

• (v) to amend to the Articles of Association, including the contents in relation to the total share capital and share capital structure, and to complete the relevant registration and filing procedures (if applicable); and

• (vi) to adjust the repurchase plan and continue to handle matters in relation to the repurchase of A Shares in accordance with the relevant PRC regulations, requirements of government departments and securities regulatory authorities, market conditions and the actual operation of the Company in the event that there are new requirements of laws and regulations and securities regulatory authorities on repurchase policies, as well as changes in market conditions, except for matters that are subject to re-voting at the general meeting as required by the relevant laws and regulations and the Articles of Association.

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The Board may delegate such authority to any one of the Directors.

For the purpose of the A Share Repurchase Mandate, “Relevant Period” means the period from the date of passing of the special resolution(s) in respect of the grant of the A Share Repurchase Mandate at the AGM, the A Share Class Meeting and the H Share Class Meeting until whichever is the earliest of:

• (i) the conclusion of the 2024 annual general meeting of the Company; or

• (ii) the date on which the A Share Repurchase Mandate is revoked or varied by a special resolution at any general meeting, A Shareholders’ class meeting and H Shareholders’ class meeting of the Company.”

If, during the Relevant Period, the Board or the authorised person of the Board has signed the necessary documents and handled the necessary procedures, and such documents and procedures may need to be performed, carried out or continued after the end of the Relevant Period, the Relevant Period will be extended accordingly.

1. To consider and approve the grant of the H Share Repurchase Mandate:

“ THAT

The Board is authorised to repurchase H Shares with the Company’s self-raised funds during the Relevant Period with an aggregate number of H Shares not exceeding 10% of the aggregate number of H Shares in issue as at the date of consideration and approval of the resolution in relation to the grant of the H Share Repurchase Mandate at the AGM, the A Shareholders’ Class Meeting and the H Shareholders’ Class Meeting.

The Board is authorised to deal with matters relating to the repurchase of H Shares, including but not limited to:

• (i) to formulate and implement specific repurchase plans in accordance with the Company Law and other laws and regulations, the listing rules of the place where the Shares are listed and the Articles of Association, including but not limited to determining the timing of repurchase, repurchase period, repurchase price, repurchase quantity, repurchase purpose etc.;

• (ii) to notify creditors and make announcements and handle matters related to the exercise of creditors’ rights (if applicable);

• (iii) to open stock accounts and capital accounts and handle the corresponding foreign exchange change registration procedures (if applicable);

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• (iv) upon completion of the H Share repurchase, to cancel the repurchased H Shares and to reduce the Company’s registered capital accordingly;

• (v) to amend to the Articles of Association, including the contents in relation to the total share capital and share capital structure, and to complete the relevant registration and filing procedures (if applicable); and

• (vi) to adjust the repurchase plan and continue to handle matters in relation to the repurchase of H Shares in accordance with the relevant PRC regulations, requirements of government departments and securities regulatory authorities, market conditions and the actual operation of the Company in the event that there are new requirements of laws and regulations and securities regulatory authorities on repurchase policies, as well as changes in market conditions, except for matters that are subject to re-voting at the general meeting as required by the relevant laws and regulations and the Articles of Association.

The Board may delegate such authority to any one of the Directors.

For the purpose of the H Share Repurchase Mandate, the “Relevant Period” means the period from the date of passing of the special resolution in relation to the grant of the H Share Repurchase Mandate at the AGM, the A Shareholders’ Class Meeting and the H Shareholders’ Class Meeting until whichever is the earliest of:

• (i) the conclusion of the 2024 annual general meeting of the Company; or

• (ii) the date on which the H Share Repurchase Mandate is revoked or varied by a special resolution at any general meeting, A Shareholders’ class meeting and H Shareholders’ class meeting of the Company.”

If, during the Relevant Period, the Board or the authorised person of the Board has signed the necessary documents and handled the necessary procedures, and such documents and procedures may need to be performed, carried out or continued after the end of the Relevant Period, the Relevant Period will be extended accordingly.

REVIEW OF REPORT

1. To review the work report of the independent non-executive Directors for the year ended 31 December 2023.

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

Company Secretary

Shanghai, the People’s Republic of China

• 7 June 2024

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Notes:

1. The Register of Members will be closed during the following periods and during these periods, no transfer of H Shares will be registered.

2. (a) To attend and vote at the AGM

For the purpose of holding the AGM, the Register of Members will be closed from Tuesday, 25 June 2024 to Friday, 28 June 2024 (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 Monday, 24 June 2024 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 Monday, 24 June 2024.

• (b) To qualify for the proposed final dividend for the year ended 31 December 2023

For the purpose of determining the H Shareholders’ entitlement to the proposed final dividend for the year ended 31 December 2023, the Register of Members will be closed from Wednesday, 10 July 2024 to Monday, 15 July 2024 (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 Tuesday, 9 July 2024 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 Tuesday, 9 July 2024.

1. 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.

2. 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.

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

4. 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.

5. 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.

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1. 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.

2. 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. Zhang Mingwen (Chairman), being executive Director, Mr. Huang Jian, Mr. Liang Yanfeng and Mr. Ip Sing Chi, being non-executive Directors, and Mr. Lu Jianzhong, Ms. Zhang Weihua, Mr. Shao Ruiqing and Mr. Chan Kwok Leung, being independent non-executive Directors.

• The Company is a registered non-Hong Kong company as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and it is registered under its Chinese name and under the English name “COSCO SHIPPING Development Co., Ltd.”.

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