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

Jul 22, 2016

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(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock code: 02866)

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Reference is made to the announcement of China Shipping Container Lines Company Limited (the “ Company ”) dated 3 July 2016 in relation to the proposed change of Company name and amendments to articles of association, whereby the board of directors (the “ Board ”) of the Company proposed to change the name of the Company and amend relevant articles in the articles of association of the Company (the “ Articles of Association ”). Please refer to Appendix I for details of the proposed amendments.

To further improve the corporate governance of the Company, the Board has resolved to make certain amendments to the Articles of Association in accordance with requirements under laws, regulations and rules including the Company Law of the People’s Republic of China, and the Code of Corporate Governance for Listed Companies and the Guidelines for Articles of Association of Listed Companies issued by China Securities Regulatory Commission. Please refer to Appendix I for details of the proposed amendments.

Other articles in the existing Articles of Association should remain unchanged. The above amendments to the Articles of Association are subject to consideration and approval at the general meeting of the Company. The Board has resolved to propose a resolution at the general meeting of the Company to authorise the Board in turn to authorise the management of the Company to handle the approval and filing procedures with relevant regulatory authorities relating to such amendments. For further details of the above amendments and the general meeting, please refer to the circular of the Company to be dispatched in due course.

By order of the Board of China Shipping Container Lines Company Limited Yu Zhen Joint Company Secretary

Shanghai, the PRC 22 July 2016

The Board as at the date of this announcement comprises of Ms. Sun Yueying, Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive Directors, Mr. Yang Jigui, Mr. Feng Boming and Mr. Huang Jian, being non-executive Directors, and Mr. Cai Hongping, Mr. Tsang Hing Lun, Ms. Hai Chi Yuet and Mr. Graeme Jack, 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 “China Shipping Container Lines Company Limited”.

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Appendix I Comparison Chart of Amendments to the Articles of Association of China Shipping Container Lines Company Limited

Shipping Container Lines Company Limited
Current articles		Amendments
Chapter I General Provisions		Chapter I General Provisions
Article 1.2 The Company was established as a limited company in accordance with the “Company Law”, “Securities Law”, “Special regulations of the State Council regarding overseas placement and listing of companies limited” (hereinafter referred to as the “special regulation” and other laws and regulations of the state. As approved by the SASAC on February 5, 2004 through its document GZGG 2004 No.49, and set up by China Shipping (Group) Corporation as the exclusive sponsor through sponsorship, the Company is registered with Shanghai Administration for Industry and Commerce on March 3, 2004 and obtains its business license. The current registration number of the Company’s Legal Person Business License is: Qiguhu Zongzidi 038432 (municipality bureau). Before the first issue of H Shares, the Company had China Shipping (Group) Corporation as its shareholder, and the shares held by it were stated-owned legal entity shares.		Article 1.2 The Company was established as a limited company in accordance with the “Company Law”, “Securities Law”, “Special regulations of the State Council regarding overseas placement and listing of companies limited” (hereinafter referred to as the “special regulation” and other laws and regulations of the state. As approved by the SASAC on February 5, 2004 through its document GZGG 2004 No.49, and set up by China Shipping (Group) Corporation as the exclusive sponsor through sponsorship, the Company is registered with Shanghai Administration for Industry and Commerce on March 3, 2004 and obtains its business license. The current registration number of the Company’s Legal Person Business Licenseand its Unified Social Credibility Code is: 91310000759579978L . Before the first issue of H Shares, the Company had China Shipping (Group) Corporation as its shareholder, and the shares held by it were stated-owned legal entity shares.
Article 1.3 Name of the Company as registered Chinese name:中海集裝箱運輸股份有限公司 English name: China Shipping Container Lines Company Limited		Article 1.3 Name of the Company as registered Chinese name:中遠海運發展股份有限公司 E n g l i s h n a m e :C O S C O S H I P P I N G Development Co., Ltd.

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Chapter VIII General meeting

Chapter VIII General meeting

Article 8.18 The Board of Directors, Article 8.18 The Board of Directors, independent directors and qualified P independent directors and qualified P General shareholders may collect votes from General shareholders may collect votes from shareholders of the Company at a general shareholders of the Company at a general meeting. The public collection of votes of meeting. The public collection of votes of shareholders of the listed company shall shareholders of the listed company shall comply with the provisions of the relevant comply with the provisions of the relevant regulatory authority and the stock exchange on regulatory authority and the stock exchange which the Company’s shares are listed. on which the Company’s shares are listed. While collecting votes of shareholders, sufficient disclosure of information such as the specific voting preference shall be made to the shareholders from whom voting rights are being collected. No consideration or other form of de facto consideration shall be involved in the collection of voting rights from shareholders. The Company shall not impose any limitation related to minimum shareholdings on the collection of voting rights.

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Article 8.24 A shareholder (including his proxy(ies)) shall exercise his voting right in respect of the number of voting shares held by him, with each share having one vote except otherwise provided in Article 10.4 of the Articles of Association concerning accumulative voting on election of directors. The Company has no voting right for the shares it holds, and such part of shares shall be excluded from the total number of voting shares represented by the shareholders attending the general meeting.

Article 8.24 A shareholder (including his proxy(ies)) shall exercise his voting right in respect of the number of voting shares held by him, with each share having one vote except otherwise provided in Article 10.4 of the Articles of Association concerning accumulative voting on election of directors. The Company has no voting right for the shares it holds, and such part of shares shall be excluded from the total number of voting shares represented by the shareholders attending the general meeting.

Where material issues affecting the interests of small and medium investors are being considered in the general meeting, the votes by small and medium investors shall be counted separately to the extent technically feasible. The separate counting results shall be publicly disclosed in a timely manner. The Company shall, subject to the general meetings being legally and validly held and in accordance with requirements under laws, administrative regulations, regulatory rules and these Articles of Association, make it convenient for the shareholders to attend the general meetings through various means, including using modern information technology to establish an online voting platform in priority to the extent technically feasible. The controlling shareholder and actual controller of the Company shall not limit or hinder small and medium investors from exercising their voting rights in accordance with laws, and shall not damage legal rights of the Company and small and medium investors.

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Chapter XXVI Interpretation and definition of the articles of association

In Article 26.4 of the Articles of Association, which originally reads as: ““Domicile of the Company” refers to Fl.27, 450, Fushan Road, Pudong New Area, Shanghai” is proposed to be amended as: “ “Domicile of the Company” refers to Room A-538, International Trade Center, China (Shanghai) Pilot Free Trade Zone ”; which originally reads as: ““Company” refers to the Company of China Shipping Container Lines Company Limited” is proposed to be amended as: “ “Company” refers to the Company of COSCO SHIPPING Development Co., Ltd. ” Other definitions in this article shall remain unchanged.

Others

All references to “China Shipping Container Lines Company Limited” in the Articles of Association such as cover and headings shall be amended to “COSCO SHIPPING Development Co., Ltd.”

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