COSCO SHIPPING Development Co., Ltd. — Governance Information 2012

Mar 30, 2012

China Shipping Container LineS Company Limited

Working rules for the nomination Committee under the Board of directors

(Considered and passed at the 19th meeting of the 3rd Session of the Board of Directors)

Chapter 1 general provisions

• Rule 1 In order to rationalize the composition of the Board of Directors of the Company, appoint senior management personnel in a standardized and scientific way, and further perfect its corporate governance structure, the Board of Directors of the Company decided to set up a Nomination Committee, and formulated these Rules in accordance with “The Company Law of the People’s Republic of China”, “Code of Corporate Governance for Listed Companies”, the “Rules Governing the Listing of Shares on the Stock Exchange of the Listing Place” and the “Articles of Association of China Shipping Container Lines Company Limited” (the “Articles of Association”) and other relevant provisions.

• Rule 2 The Nomination Committee is a specific working body under the Board of Directors. Its main responsibilities are to submit proposals on selecting candidates for the offices of directors and senior management personnel of the Company.

Chapter 2 Composition

• Rule 3 The Nomination Committee shall comprise three to seven members, all being the current directors of the Company, and more than half of whom shall be independent non-executive directors.

• Rule 4 The members of the Nomination Committee shall be nominated by the Chairman of the Board of Directors, more than half of the number of independent non-executive directors or more than one third of all directors, and shall be appointed by the Board of Directors.

• Rule 5 The Nomination Committee shall have a chairman who shall be the chairman of the Board of Directors or an independent non-executive director.

• Rule 6 The term of office of the Nomination Committee shall be the same as that of the Board of Directors. A member may serve consecutive terms if reelected upon expiry of his/her term. If any member resigns from the position of director of the Company during his/her term of office, he/she shall automatically lose his/her position as a committee member, and the vacancy shall be filled by the Board of Directors in accordance with the provisions of Rules 3 to 5 above.

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Chapter 3 duties and authorities

• Rule 7 The major duties and authorities of the Nomination Committee include:

• to review the structure and size of the Board of Directors and the composition (including the skills, knowledge and experience) of the Board of Directors and senior management at least annually according to the business operations, asset scale, shareholding structure of the Company, and to make recommendations on any proposed changes to the Board of Directors to complement the Company’s corporate strategy;

• to study the standards and procedures for the election of directors and senior management personnel, and propose the same to the Board of Directors;

• to conduct examination on the qualifications of the candidates for directors and senior management personnel and put forward proposals;

• to identify individuals suitably qualified to become directors, and to select or make recommendations to the Board of Directors on the selection of individuals nominated for directorships;

• to assess the independence of independent non-executive directors;

• to make recommendations to the Board of Directors on the appointment or reappointment of directors and succession planning for directors, in particular the chairman and the chief executive; and

• to deal with other matters authorized by the Board of Directors.

• Rule 8 The Nomination Committee shall be accountable to the Board of Directors. In accordance with the provisions of relevant laws and regulations and the Articles of Association, the Nomination Committee shall formulate resolutions with reference to the Company’s actual situation and submit the same to the Board of Directors for approval and shall be implemented accordingly.

Chapter 4 Working procedures

• Rule 9 The procedures for nominating directors and senior management personnel of the Company are as follows:

• Persons or organizations having the right to nominate directors of the Company shall put forward a name list of the proposed candidates to the Nomination Committee for review, and the result shall be submitted to the Board of Directors for consideration, and if approved, be proposed to the general meeting for consideration;

• Persons or organizations having the right to nominate the General Manager, the Secretary to the Board of Directors and other senior management personnel of the Company shall put forward a name list of the proposed candidates to the Nomination Committee for review, and the result shall be submitted to the Board of Directors for consideration.

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• Rule 10 The procedures for examining the qualifications of the candidates for directors and senior management personnel are as follows:

• The relevant department of the Company may be requested to provide or the Committee may collect by itself all relevant information about the occupation, academic qualifications, titles, detailed working experience of the candidates and compile written reports;

• The committee shall convene a meeting to conduct a qualification review on the candidate(s) according to the employment requirements of director(s) and senior management personnel, and specify its opinions and recommendations on selection in the form of proposals;

• The committee shall carry out other relevant work according to the decisions and feedback of the Board of Directors.

Chapter 5 rules of procedures for meetings

• Rule 11 For convening meetings of the Nomination Committee, a notice of meeting shall be given to all members five days prior to that meeting. In case of emergency, an extraordinary meeting may be convened not subject to the aforesaid time limit for sending notice provided that all members have confirmed their receipt of such notice.

• Rule 12 The meetings of the Nomination Committee shall be convened only with the presence of not less than two thirds of the members. The meetings shall be chaired by the chairman of the committee. If the chairman of the committee cannot attend the meeting, he/she may appoint another member to chair the meeting.

• Rule 13 A meeting of the Nomination Committee may be convened by way of onsite meeting or correspondence meeting, at which members shall vote by a show of hands or in written form. Each member shall be entitled to one vote. Resolutions of a meeting must be adopted by the affirmative votes of more than half of all members.

• Rule 14 Other directors, supervisors, management personnel and other relevant officers of the Company may be invited to attend the meetings of the Nomination Committee if necessary.

• Rule 15 When performing its duties, the Nomination Committee may, if necessary, engage an intermediary institution to provide independent professional advice on its decision. The cost shall be borne by the Company.

• Rule 16 The procedures for convening a meeting, the method of voting and the resolutions passed at a meeting of the Nomination Committee shall comply with the provisions of the relevant laws, regulations, the Articles of Association and these Rules.

• Rule 17 The Nomination Committee shall keep minutes of its meetings. Members present at a meeting shall sign the minutes of the meeting which shall be kept by the duly appointed secretary of the meeting (usually the Secretary to the Board of Directors of the Company) for a period of not less than ten years. The secretary of the meeting shall make the minutes of meetings available for inspection at any reasonable time upon a reasonable request by any director of the Company.

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• Rule 18 Any resolution passed and the result of any poll taken at a meeting of the Nomination Committee shall be reported in writing to the Board of Directors of the Company. Minutes of meetings of the Nomination Committee shall record in sufficient details the matters considered at the meetings and the decision reached, including any concerns raised by directors or dissenting view expressed. Draft and final versions of minutes of the meetings shall be sent to all committee members for their comment and records within a reasonable time after the meeting.

• Rule 19 The chairman of the Nomination Committee or in his absence, another member of the committee or failing this, his duly appointed delegate, shall attend the annual general meeting of the Company and be prepared to answer questions at the annual general meeting on the Nomination Committee’s activities and their responsibilities.

• Rule 20 Any member of the Nomination Committee shall be obliged to keep confidential all matters of the Company which came to his/her knowledge due to his/her term of office, and shall not disclose any relevant information without authorization, otherwise he/she shall be liable for the corresponding legal responsibilities.

Chapter 6 Supplementary provisions

• Rule 21 Any matters not covered by these Rules shall be implemented in accordance with the provisions of the relevant laws and regulations of the People’s Republic of China and the Articles of Association of the Company. If these Rules contravene any laws and regulations or the legally amended Articles of Association of the Company, these Rules shall be promptly amended and reported to the Board of Directors for consideration and adoption.

• Rule 22 The power of interpretation of these Rules shall be vested in the Board of Directors of the Company.

• Rule 23 These Rules shall be implemented on the date on which the relevant resolution is passed by the Board of Directors.

Note: These Working Rules are written in Chinese without an official English version. This English version is for reference only. In case of any inconsistency, the Chinese version shall prevail.

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