COSCO SHIPPING Development Co., Ltd. — Governance Information 2016

Dec 12, 2016

COSCO SHIPPING Development Co., Ltd. WORKING RULES OF THE RISK CONTROL COMMITTEE UNDER THE BOARD OF DIRECTORS

(Considered and passed at the 14th meeting of the 5th session of the Board of Directors)

CHAPTER 1 GENERAL PROVISIONS

Article 1 To improve of COSCO SHIPPING Development Co., Ltd. (the “ Company ”) corporate governance and enhance its risk control capacity and level, the Board of Directors of the Company (the “ Board of Directors ”) decided to set up a Risk Control Committee, and formulated these Working 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” (including the Shanghai Stock Exchange and the Hong Kong Stock Exchange, together, the “ Rules Governing the Listing of Securities ”), the “Articles of Association of COSCO SHIPPING Development Co., Ltd.” (hereinafter referred to as “ Articles of Association ”) and other relevant regulations.

Article 2 The Risk Control Committee is a special organisation established under the Board of Directors and mainly responsible for studying and assessing the risk management profiles and making suggestions on improving the risk management of the Company. The Risk Control Committee shall report and be accountable to the Board of Directors.

CHAPTER 2 COMPOSITION

Article 3 The Risk Control Committee shall consist of three to five directors, and independent directors shall account for the majority.

Article 4 Members of the Risk Control Committee shall be nominated by one of the following: (i) Chairman, (ii) half or more of independent directors or (iii) one third of all directors, and shall be elected by the Board of Directors.

Article 5 The Risk Control Committee shall have one chairman (also the convener) who shall be in charge of the work of the Risk Control Committee.

Article 6 Members of the Risk Control Committee shall serve the same term of office as their capacity as directors, but are eligible to be re-elected upon expiry of their term of office. If any member no longer serves as a director of the Company during his/her term of office as a committee member, his/her qualification as a committee member shall expire automatically, and the Board of Directors may decide on a new member pursuant to the provisions of Articles 3 and 4 hereinabove.

Article 7 The Board Secretary’s Office shall be responsible for coordinating daily work and organising meetings for the Risk Control Committee, while the Legal Affairs and Risk Management Department of the Company shall serve as a supporting organisation in the daily risk management of the Risk Control Committee.

1

CHAPTER 3 DUTIES AND POWERS

Article 8 The main duties of the Risk Control Committee include:

• (I) to consider the Company’s work plans for internal control and risk management and to review the Company’s risk management and internal control systems;

• (II) to consider the establishment of the risk management organisations and proposals of their responsibilities and to review the responsibilities in the the risk management and internal control systems;

• (III) to consider the Company’s basic rules and regulations on internal control and risk management and to discuss the risk management and internal control systems with the management to ensure that management has performed its duty to establish an effective system;

• (IV) to consider internal control evaluation reports and risk management reports of the Company and to communicate with external auditors with regards to matters relevant to internal control and audit;

• (V) As appointed by the Board of Directors or on upon its own initiative, to consider major investigation findings on risk management and internal control matters and the management’s response to these findings; and

• (VI) to perform duties as stipulated in laws and regulations, and the “Rules Governing the Listing of Securities” as well as other duties delegated by the Board of Directors.

Article 9 The Risk Control Committee shall be accountable to the Board of Directors and any proposals from the Risk Control Committee should be submitted to the Board of Directors for consideration and approval.

CHAPTER 4 DISCUSSION PROCEDURES

Article 10 The Legal Affairs and Risk Management Department shall be responsible for assisting in the work of the Risk Control Committee and providing it with the following written materials of the Company as required by the Risk Control Committee and under the arrangements and coordination of the Board Secretary’s Office:

• (I) Relevant risk management requirements of the superior regulatory department and the Company;

• (II) Risk management reports of the Company;

• (III) Reports on risk profile of the Company; and

• (IV) Other relevant materials.

2

Article 11 Based on the proposals submitted by relevant functions of the Company including Financial Business Department, Supervision and Auditing Department and Legal Affairs and Risk Management Department, the Risk Control Committee shall hold meetings for discussion and submit relevant written resolutions to the Board of Directors for further discussion.

Article 12 In case of unexpected risks, functional departments shall report relevant case level by level and report the same to all members of the Risk Control Committee as well as all directors, supervisors and other relevant persons in a timely manner.

CHAPTER 5 RULES OF PROCEDURE

Article 13 Meetings of the Risk Control Committee shall be convened by the chairman of the Risk Control Committee on an as-needed basis and notices thereof shall be given to all members at least five days prior to the date of the meetings. Such meetings shall be chaired by the chairman of the Risk Control Committee.

Article 14 All meetings of the Risk Control Committee shall be held only in the presence of more than two thirds of the members; each member shall have one vote; any resolution made at such meeting shall be approved by a majority of all members and accompanied with the opinions of members casting negative votes. Members of the Risk Control Committee shall clearly vote for or against a resolution and shall not abstain from voting.

Article 15 Members shall vote by a show of hands or by poll at meetings of the Risk Control Committee, and shall sign the resolutions so made. An interim meeting may also be held by means of communication voting or written resolution in lieu of a physical meeting.

Article 16 Where a meeting of the Risk Control Committee is convened, other directors, supervisors and officers may be invited on an as-needed basis to be present at the meeting.

Article 17 If necessary, the Risk Control Committee may, at the expense of the Company, engage an intermediary to provide professional opinion for its decision-making.

Article 18 Any resolution passed at a meeting of the Risk Control Committee shall comply with the provisions of relevant laws, regulations and Articles of Association.

Article 19 Minutes shall be made for the meetings of the Risk Control Committee, signed by members present at the meeting and maintained at the Board Secretary’s Office.

Article 20 Resolutions passed and results of votes taken at meetings of the Risk Control Committee shall be submitted to the Board of Directors in writing.

Article 21 Members present at a meeting of the Risk Control Committee shall be under an obligation of confidentiality for matters discussed at the meeting and shall not disclose relevant information without authorisation.

3

CHAPTER 6 SUPPLEMENTARY PROVISIONS

Article 22 If there is any matter not covered herein or if these Working Rules are in contradiction with provisions of laws, regulations, administrative rules promulgated after these Working Rules become effective as well as the requirements of the Articles of Association, such laws, regulations, administrative rules and Articles of Association shall prevail.

Article 23 These Working Rules shall be interpreted by the Board of Directors.

Article 24 These Working Rules shall become effective from the date when the same are considered and 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.

4