COSCO SHIPPING Development Co., Ltd. — Capital/Financing Update 2019

Apr 18, 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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

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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) FURTHER EXTENSION OF VALIDITY PERIOD OF RESOLUTIONS REGARDING REVISED PROPOSED NON-PUBLIC ISSUANCE OF A SHARES AND

(2) FURTHER EXTENSION OF VALIDITY PERIOD OF AUTHORISATION TO THE BOARD AND ANY PERSON AUTHORISED BY THE BOARD TO HANDLE ALL MATTERS IN CONNECTION WITH THE REVISED PROPOSED NON-PUBLIC ISSUANCE OF A SHARES

Reference is made to (i) the announcement of COSCO SHIPPING Development Co., Ltd. (the “ Company ”) dated 20 April 2017; (ii) the circular of the Company dated 19 May 2017 (the “ Circular ”); (iii) the poll results announcement of the Company dated 5 June 2017 (the “ 2017 Poll Results Announcement ”); (iv) the announcements of the Company dated 2 June 2017, 19 July 2017, 30 October 2017 and 16 April 2018; (v) the circular of the Company dated 10 May 2018; (vi) the poll results announcement of the Company dated 31 May 2018 (the “ 2018 Poll Results Announcement ”); and (vii) the overseas regulatory announcements of the Company dated 13 September 2017, 30 October 2017, 16 April 2018 and 13 November 2018 in relation to, among other things, (i) the Revised Proposed Non-public Issuance of A Shares; (ii) the COSCO Subscription; and (iii) the Specific Mandate.

Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

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FURTHER EXTENSION OF VALIDITY PERIOD OF RESOLUTIONS REGARDING REVISED PROPOSED NON-PUBLIC ISSUANCE OF A SHARES AND FURTHER EXTENSION OF VALIDITY PERIOD OF AUTHORISATION TO THE BOARD AND ANY PERSON AUTHORISED BY THE BOARD TO HANDLE ALL MATTERS IN CONNECTION WITH THE REVISED PROPOSED NON-PUBLIC ISSUANCE OF A SHARES

As disclosed in the 2017 Poll Results Announcement, resolutions were passed at the EGM and the Class Meetings held on 5 June 2017 to approve, among other things, the (i) Revised Proposed Non-public Issuance of A Shares; (ii) the COSCO Subscription; and (iii) the Specific Mandate. As disclosed in the Circular:

• (a) the resolutions regarding the Revised Proposed Non-public Issuance of A Shares (the “ Shareholders’ Resolutions ”) shall be valid for 12 months from the date of the passing of the resolutions at the EGM and the Class Meetings; and

• (b) the authorisation to the Board and any person authorised by the Board to handle all matters in connection with the Revised Proposed Non-public Issuance of A Shares (the “ Authorisation ”) shall be valid for 12 months from the date of approval by the Shareholders.

As disclosed in the 2018 Poll Results Announcement, resolutions were passed at the annual general meeting of the Company, the class meeting of the A Shareholders and the class meeting of the H Shareholders held on 31 May 2018 to approve, among other things, the extension of the validity periods of (i) the Shareholders’ Resolutions and (ii) the Authorisation for a period of 12 months, commencing from 5 June 2018 (the “ Extended Validity Periods ”).

As at the date of this announcement, the CSRC is still in the process of reviewing the application of the Company for the Revised Proposed Non-public Issuance of A Shares. As the Extended Validity Periods of (i) the Shareholders’ Resolutions and (ii) the Authorisation will expire on 4 June 2019, the Board proposes to convene the new class meeting of the A Shareholders and the new class meeting of the H Shareholders (collectively, the “ New Class Meetings ”) and seek the approval of the Independent Shareholders or the Shareholders (as the case may be) at the upcoming annual general meeting of the Company (the “ AGM ”) for the following resolutions:

• (a) for the Independent Shareholders to consider and, if thought fit, approve the special resolution to extend the validity period of the Shareholders’ Resolutions for a further period of 12 months, commencing from 5 June 2019 (the “ Shareholders’ Resolutions Further Extension Resolution ”); and

• (b) for the Shareholders to consider and, if thought fit, approve the special resolution to extend the validity period of the Authorisation for a further period of 12 months, commencing from 5 June 2019,

(collectively, the “ Further Extension Resolutions ”).

Save as disclosed above, all other terms of the Revised Proposed Non-public Issuance of A Shares and the COSCO Subscription remain unchanged and in full force and effect.

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REASONS FOR THE FURTHER EXTENSION RESOLUTIONS

Despite the acceptance of the application for the Revised Proposed Non-public Issuance of A Shares by the CSRC on 19 July 2017, as at the date of this announcement, the Company has not yet received the written approval from the CSRC, which is the only outstanding condition precedent of the Revised Proposed Non-public Issuance of A Shares, and it is uncertain whether the written approval from the CSRC will be obtained before the expiry of the Extended Validity Periods of (i) the Shareholders’ Resolutions and (ii) the Authorisation. In addition, after the Company has obtained the written approval from the CSRC, it is expected that the Company will need a certain amount of time to handle the administrative matters for the implementation of the Revised Proposed Non-public Issuance of A Shares. Based on the above, the Directors considered that it is in the best interests of the Company and the Shareholders as a whole to further extend the validity periods of (i) the Shareholders’ Resolutions and (ii) the Authorisation for a period of 12 months, commencing from 5 June 2019.

IMPLICATIONS UNDER THE LISTING RULES

As at the date of this announcement, COSCO SHIPPING and its associates control or are entitled to exercise control over the voting rights in respect of 4,458,195,175 A Shares and 100,944,000 H Shares, representing approximately 39.02% of the total issued share capital of the Company. Accordingly, COSCO SHIPPING is a controlling shareholder of the Company and therefore a connected person of the Company.

Ms. Sun Yueying, Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, all being executive Directors, hold directorship(s) or act as senior management in COSCO SHIPPING and its associates, and Mr. Feng Boming, Mr. Huang Jian and Mr. Liang Yanfeng, all being non-executive Directors were nominated by COSCO SHIPPING to the Board. Accordingly, Ms. Sun Yueying, Mr. Wang Daxiong, Mr. Liu Chong, Mr. Xu Hui, Mr. Feng Boming, Mr. Huang Jian and Mr. Liang Yanfeng have therefore abstained from voting on the relevant Board resolution approving the Shareholders’ Resolutions Further Extension Resolution. Save as aforementioned, none of the other Directors has a material interest in any of the Shareholders’ Resolutions Further Extension Resolution and hence no other Director has abstained from voting on such Board resolution.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISERS

The independent board committee (comprising all the independent non-executive Directors) (the “ Independent Board Committee ”) has been formed in accordance with Chapter 14A of the Listing Rules to advise the Independent Shareholders on the Shareholders’ Resolutions Further Extension Resolution. In this connection, an independent financial adviser (the “ Independent Financial Adviser ”) will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the Shareholders’ Resolutions Further Extension Resolution.

AGM AND NEW CLASS MEETINGS

The AGM and the New Class Meetings will be convened to consider and, if thought fit, approve the Further Extension Resolutions. The Further Extension Resolutions will be proposed by way of special resolutions.

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COSCO SHIPPING and its associates and those who are involved in or interested in the Revised Proposed Non-public Issuance of A Shares, the COSCO Subscription and the Specific Mandate will be required to abstain from voting on the Shareholders’ Resolutions Further Extension Resolution. In the event that a Shareholder becomes a subscriber under the Revised Proposed Non-public Issuance of A Shares, such Shareholder will be required to abstain from voting on the Shareholders’ Resolutions Further Extension Resolution. Save as aforementioned, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the Revised Proposed Non-public Issuance of A Shares, the COSCO Subscription and the Specific Mandate and therefore no other Shareholder is required to abstain from voting on the Shareholders’ Resolutions Further Extension Resolution at the AGM and/or the New Class Meetings.

A notice convening the AGM and a notice convening the new class meeting of the H Shareholders was despatched to the Shareholders on 18 April 2019.

A circular containing, among other things, (i) details of the Further Extension Resolutions; (ii) a letter from the Independent Board Committee to the Independent Shareholders containing its recommendation in respect of the Shareholders’ Resolutions Further Extension Resolution; and (iii) a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders containing its recommendation in respect of the Shareholders’ Resolutions Further Extension Resolution, is expected to be despatched to the Shareholders on or before 10 May 2019.

The completion of the Revised Proposed Non-public Issuance of A Shares and the COSCO Subscription remains subject to the obtaining of the approval from the CSRC. Accordingly, the Revised Proposed Non-public Issuance of A Shares and the COSCO Subscription may or may not proceed. Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company.

By order of the Board COSCO SHIPPING Development Co., Ltd. Yu Zhen Company Secretary

Shanghai, the People’s Republic of China 18 April 2019

As at the date of this announcement, the Board comprises Ms. Sun Yueying, Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive Directors, Mr. Feng Boming, Mr. Huang Jian and Mr. Liang Yanfeng, being non-executive Directors, and Mr. Cai Hongping, Ms. Hai Chi Yuet, Mr. Graeme Jack, Mr. Lu Jianzhong, Mr. Gu Xu and Ms. Zhang Weihua, being independent non-executive Directors.

• The Company is a registered non-Hong Kong company as defined under 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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