THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about any of the contents, you should obtain independent professional advice.

If you have sold or transferred all your shares in China Shipping Container Lines Company Limited , you should at once hand this Circular together with the attached form of proxy and reply slip to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

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China Shipping Container Lines Company Limited* (A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock code: 2866)

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION, CHANGES IN DIRECTORS AND SUPERVISOR, CHANGE IN THE USE OF LISTING PROCEEDS AND

GENERAL MANDATE TO ALLOT AND ISSUE H SHARES

A letter from the board of Directors (the “Board”) of China Shipping Container Lines Company Limited (the “Company”) is set out on pages 3 to 7 of this Circular. A notice convening the Special General Meeting of the Company to be held at 10:30 a.m. on 18 February 2005 at Room 1016, 10th Floor, 700 Dong Da Ming Road, Shanghai, the People’s Republic of China is set out on pages 8 to 15 of this Circular.

If you intend to attend the Special General Meeting, please complete and return the enclosed reply slip in accordance with the instructions printed thereon as soon as possible and in any event by no later than 28 January 2005.

Whether or not you are able to attend the Special General Meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon. The form of proxy must be signed by you or your attorney duly authorized in writing or, in case of a legal person, must either be executed under its seal or under the hand of a legal representative or other attorney duly authorized to sign the same. If the form of proxy is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign, or other document of authorisation, must be notarially certified.

For holders of H shares of the Company, please return the proxy form together with any documents of authority to Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible; and for holders of domestic shares of the Company, please return the above documents to the Directorate Secretary Office of the Company at Room 610, 6th Floor, 700 Dong Da Ming Road, Shanghai, the People’s Republic of China as soon as possible, and in both cases in any event not later than 24 hours before the time appointed for holding the Special General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.

The Company is registered as an oversea company under Part XI of the Companies Ordinance under the English name “China Shipping Container Lines Company Limited”.

4 January 2005

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the board
I.	Proposed amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . .	3
II.	Resignation of a director and nomination for appointment of four directors . . . . . .	4
III.	Resignation and nomination of supervisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
IV.	Change in the use of Listing proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
V.	General mandate to allot and issue H Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
VI.	General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Notice of	Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

— i —

DEFINITIONS

In this Circular, unless the context otherwise requires, the following expressions shall have the following meanings:

the Company’s announcement dated 30 December 2004 in relation to, among other things, equity transfers and capital injections into Shanghai Puhai

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----- Start of picture text -----

||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
|“Announcement”|the|Company’s|announcement|dated|30|December|2004|in|
|relation|to,|among|other|things,|equity|transfers|and|capital|
|injections|into|Shanghai|Puhai|
|“Board”|the|board|of|Directors|of|the|Company|
|“China|Shipping”|China|Shipping|(Group)|Company|(|),|a|
|Chinese|state-owned|enterprise,|which|is|the|controlling|
|shareholder|of|the|Company|
|“Company”|China|Shipping|Container|Lines|Company|Limited|
|(|),|a|joint|stock|limited|company|
|established|in|the|PRC,|of|which|2,420,000,000|H|shares|are|
|listed|on|The|Stock|Exchange|of|Hong|Kong|Limited|
|“Directors”|the|directors|of|the|Company|
|“Group”|the|Company|and|its|subsidiaries|
|“HK$”|Hong|Kong|dollars,|the|lawful|currency|of|Hong|Kong|
|“Hong|Kong”|Hong|Kong|Special|Administrative|Region|of|the|People’s|
|Republic|of|China|
|“H|Shares”|ordinary|shares|issued|by|the|Company,|with|a|Renminbi-|
|denominated|par|value|of|RMB1.00|each,|which|are|
|subscribed|for|and|traded|in|Hong|Kong|dollars|
|“Listing”|the|listing|of|the|Company’s|H|shares|on|the|Main|Board|of|
|The|Stock|Exchange|of|Hong|Kong|Limited,|which|
|commenced|on|16|June|2004|
|“Listing|Rules”|the|Rules|Governing|the|Listing|of|Securities|on|The|Stock|
|Exchange|of|Hong|Kong|Limited|
|“Notice|of|SGM”|the|notice|to|convene|the|Special|General|Meeting|dated|4|
|January|2005|set|out|on|pages|8|to|15|of|this|Circular|
|“PRC”|the|People’s|Republic|of|China|
|“Prospectus”|the|prospectus|of|the|Company|dated|4|June|2004|
|“RMB”|Renminbi,|the|lawful|currency|of|the|PRC|
|“SFO”|Securities|and|Futures|Ordinance|(Chapter|571|of|the|Laws|of|
|Hong|Kong)|

----- End of picture text -----

— 1 —

DEFINITIONS

“Shanghai Puhai” Shanghai Puhai Shipping Co., Ltd. ( ), a limited liability company incorporated in the PRC and owned as to 50% by the Company with the remaining 50% ultimately controlled by China Shipping prior to the completion of the equity transfers as described in the Announcement “Shanghai Puhai Capital Injection the Shanghai Puhai capital injection agreement dated 10 May Agreement” 2004 entered into between the Company, CS Logistics, China Shipping Agency, CSI and Shanghai Puhai “Shareholders” the holders of domestic shares and H Shares of the Company “Special General Meeting” the special general meeting of the Shareholders to be held at Room 1016, 10th Floor, 700 Dong Da Ming Road, Shanghai, the People’s Republic of China on 18 February 2005

— 2 —

LETTER FROM THE BOARD

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China Shipping Container Lines Company Limited* (A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock code: 2866)

Directors:

Mr. Li Kelin Mr. Jia Hongxiang Mr. Li Shaode Mr. Zhang Jianhua Mr. Wang Daxiong Mr. Wang Xiangyun Mr. Hu Hanxiang Mr. Gu Nianzu Mr. Wang Zongxi Mr. Lam Siu Wai, Steven

* non-executive Directors

** independent non-executive Directors

Legal address and principal place of business in the PRC: Rooms A, B, C and D 27th Floor 450 Fu Shan Lu Pudong New District Shanghai the People’s Republic of China

Principal place of business in Hong Kong: Level 69 The Center 99 Queen’s Road Central Hong Kong

4 January 2005

To the Shareholders

Dear Sir or Madam,

The purpose of this Circular is to provide you with information regarding proposed amendment to the Articles of Association, change in the Directors and Supervisor, change in the use of Listing proceeds and general mandate to allot and issue H Shares.

I. PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

Due to the growth in the Company’s business scope and operations, the Directors propose to increase the number of Directors from 10 to 13. Details of the amendment are set out in the attached Notice of SGM.

— 3 —

LETTER FROM THE BOARD

II. RESIGNATION OF A DIRECTOR AND NOMINATION FOR APPOINTMENT OF FOUR DIRECTORS

Due to Mr. Wang Xiangyun’s new job arrangement, Mr. Wang Xiangyun has tendered his resignation as a director of the Company with effect from the conclusion of the Special General Meeting.

The Board and Mr. Wang Xiangyun confirm that (i) there has been no dispute between Mr. Wang Xiangyun, the Board or the Company; and (ii) there are no matters that need to be brought to the attention of the Shareholders in relation to his resignation.

The Board would like to take this opportunity to express its thanks to Mr. Wang Xiangyun for his valuable contribution to the Company during his tenure of service.

The Board further announces that China Shipping proposed to nominate Mr. Yan Mingyi as a non-executive director of the Company in place of Mr. Wang Xiangyun and three additional candidates, Mr. Huang Xiaowen (presently the executive deputy general manager of the Company), Mr. Zhao Hongzhou (presently the current deputy general manager of the Company) and Mr. Zhang Guofa for appointment at the Special General Meeting respectively as an executive Director, an executive Director and a non-executive Director of the Company.

The official appointment of Mr. Yan Mingyi, Mr. Huang Xiaowen, Mr. Zhao Hongzhou and Mr. Zhang Guofa as Directors is subject to approval by Shareholders at the Special General Meeting.

The appointment of Mr. Yan Mingyi, Mr. Huang Xiaowen, Mr. Zhao Hongzhou and Mr. Zhang Guofa will commence at the conclusion of the Special General Meeting. They will enter into service contracts with the Company and the length of service will be from the date of their appointment until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007. The annual remuneration of Mr. Yan Mingyi, Mr. Huang Xiaowen, Mr. Zhao Hongzhou and Mr. Zhang Guofa will be decided by the Board after their appointments become effective.

The particulars required to be disclosed under Rule 13.51(2) of the Listing Rules for the above nominees are set out in notes (J), (K), (L) and (M) of the attached Notice of SGM. A further announcement will be made by the Company as soon as reasonably practicable when the above changes in Directors become effective.

III. RESIGNATION AND NOMINATION OF SUPERVISOR

Due to personal reason, Mr. Zhao Shijiang has tendered his resignation as a supervisor of the Company with effect from the conclusion of the Special General Meeting.

The Board and Mr. Zhao Shijiang confirm that (i) there has been no dispute between Mr. Zhao Shijiang, the supervisory committee or the Company; and (ii) there are no matters that need to be brought to the attention of the Shareholders in relation to his resignation.

— 4 —

LETTER FROM THE BOARD

The Board would like to take this opportunity to express its thanks to Mr. Zhao Shijiang for his valuable contribution to the Company during his tenure of service.

The Board further announces that China Shipping proposed to nominate Mr. Huang Xinming for appointment as a supervisor of the Company in place of Mr. Zhao Shijiang.

The official appointment of Mr. Huang Xinming is subject to approval by Shareholders at the Special General Meeting.

The appointment of Mr. Huang Xinming will commence at the conclusion of the Special General Meeting. He will enter into a service contract with the Company and the length of service will be from the date of his appointment and to expire upon the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007. The annual remuneration of Mr. Huang will be decided by the Board after his appointment becomes effective.

The particulars required to be disclosed under Rule 13.51(2) of the Listing Rules for Mr. Huang are set out in note (N) of the attached Notice of SGM. A further announcement will be made by the Company as soon as reasonably practicable when the above changes in Supervisors become effective.

IV. CHANGE IN THE USE OF LISTING PROCEEDS

Reference is made to the sections headed “USE OF PROCEEDS” and “Capital injection into Shanghai Puhai” appearing on pages 235 and 168 of the Prospectus. The Company’s original plan to make a capital contribution in the amount of RMB500 million into Shanghai Puhai out of its Listing proceeds to increase its shareholding in Shanghai Puhai to 90% as described in the Prospectus has now been changed.

As discussed in the Announcement, instead of making an aggregate RMB500 million capital contribution to Shanghai Puhai, the Company intends to inject an aggregate of only RMB200 million out of the Listing proceeds into Shanghai Puhai in two stages: RMB100 million on or before 31 December 2005 and an additional RMB100 million on or before 31 December 2006. The remaining amount of RMB300 million out of the Listing proceeds initially planned for capital contribution to Shanghai Puhai is intended to be used by the Company for the acquisition of new vessels and containers. The Company will comply with the relevant requirements under the Listing Rules upon entering into agreements relating to such acquisitions.

The original business plan of Shanghai Puhai was to engage in international container shipping as well as provide sub-route container transportation services in the PRC to other domestic and international marine transportation providers. Owing to the rapid development of the business of the Group, the Company intends to strategically reposition Shanghai Puhai’s scope of business. It is presently intended that Shanghai Puhai will mainly engage in domestic container shipping and will focus on providing sub-route container transportation services in the PRC and other selected regions globally to members of the Group or other domestic and international marine transportation providers.

— 5 —

LETTER FROM THE BOARD

As a result of the above change in business plan, Shanghai Puhai will no longer require to use the full amount of RMB500 million out of the Listing proceeds originally intended to be injected into Shanghai Puhai. The revised business plan of Shanghai Puhai will only require an aggregate capital injection of RMB200 million by the Company. Save for the Capital Injections, the Company confirms that as at the date of this announcement, there are no other capital commitment (whether equity, loan or otherwise) or guarantee to be provided by the Company or CS (Shanghai) to Shanghai Puhai. Such reduced capital contribution by the Company reflects the present business intention of the Company.

The above change in the use of Listing proceeds is subject to Shareholders’ approval at the Special General Meeting.

V. GENERAL MANDATE TO ALLOT AND ISSUE H SHARES

A special resolution will be proposed at the Special General Meeting to obtain approval from the Shareholders to grant a general mandate to the Directors to exercise the powers of the Company to allot and issue H Shares not exceeding 20% of the aggregate nominal amount of H Shares of the Company in issue as at the date of the Special General Meeting.

The Directors believe that granting the general mandate is in the best interests of the Company and the Shareholders as a whole by maintaining the financial flexibility necessary for the Group’s future business development. The Directors consider equity financing to be one of the important avenue of resources available to the Group as it does not create interest payment obligations on the Group. In appropriate circumstances, the Group will also consider some other source of funding to fund its future business development.

With the grant of such general mandate, the Directors will be able to respond to the market promptly should future funding needs arise or attractive terms for investment in the H Shares become available from potential investors. As at the date of this Circular, the Company does not have any specific plan or schedule to issue H Shares under such general mandate.

VI. GENERAL INFORMATION

A Notice convening the Special General Meeting to be held at Room 1016, 10th Floor, 700 Dong Da Ming Road, Shanghai, the PRC on Friday, 18 February 2005 at 10:30 a.m. will be dispatched to the Shareholders together with this Circular.

There is enclosed in this Circular a reply slip and a proxy form for use at the Special General Meeting. Whether or not you are able to attend the Special General Meeting, you are requested to complete, sign and return the enclosed proxy form for the Special General Meeting in accordance with the instructions printed thereon.

To be valid, for holders of H Shares, 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 appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s H Share

— 6 —

LETTER FROM THE BOARD

Registrar, Computershare Hong Kong Investor Services Limited, at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 24 hours before the time for holding the Special General Meeting or any adjournment thereof in order for such documents to be valid.

For each holder of domestic shares of the Company, the form of proxy together with any documents of authority must be delivered to the Directorate Secretary Office of the Company at Room 610, 6th Floor, 700 Dong Da Ming Road, Shanghai, the PRC, not less than 24 hours before the time for holding the Special General Meeting or any adjournment thereof in order for such documents to be valid.

Holders of domestic shares or H Shares, who intend to attend the Special General Meeting, must complete the reply slip enclosed with this Circular and return them to the Directorate Secretary Office of the Company not later than 20 days before the date of the Special General Meeting, i.e. no later than Friday, 28 January 2005.

Pursuant to Articles 8.18 to 8.20 of the Articles of Association of the Company, at the Special General Meeting, a resolution shall be decided on a show of hands unless a poll is (before or after any vote by show of hands) demanded:

(1) by the chairman of the meeting;
(2) by at least two Shareholders entitled to vote present in person or by proxy;
(3) by one or more Shareholders present in person or by proxy and representing 10% or more of all shares carrying the right to vote at the meeting.

The demand for a poll may be withdrawn by the person who makes such demand. A poll demanded on the election of the chairman of the meeting, or on a question of adjournment of the meeting, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll. The result of the poll shall be deemed to be a resolution of the meeting at which the poll was demanded. On a poll taken at the meeting, a Shareholder (including proxy) entitled to two or more votes need not cast all his or her votes in the same way.

By order of the board of Directors of

China Shipping Container Lines Company Limited Li Kelin

Chairman

4 January 2005

— 7 —

NOTICE OF SPECIAL GENERAL MEETING

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China Shipping Container Lines Company Limited* (A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock code: 2866)

Notice of Special General Meeting

NOTICE IS HEREBY GIVEN that a Special General Meeting (“SGM”) of China Shipping Container Lines Company Limited (the “Company”) will be held at 10:30 a.m. on Friday, 18 February 2005 at Room 1016, 10th Floor, 700 Dong Da Ming Road, Shanghai, the People’s Republic of China (the “PRC”) for the following purposes:

to consider and, if thought fit, approve the following proposed amendment to the Articles of Association of the Company by way of special resolution , details of which are as follows:

Article 10.1 to be deleted in its entirety and replaced by the following:

Article 10.1 The Company has a board of directors which is responsible for and reports to the general meetings. The board of directors is composed of 13 directors, among which at least two of them are executive directors who are responsible for the daily duties designated by the Company whilst the remaining are non-executive directors who do not deal with daily affairs. The board of directors has one chairman and one vice-chairman.

to consider and approve the appointment of Mr. Yan Mingyi as a non-executive director of the Company with effect from the conclusion of the SGM until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007.
to consider and approve the appointment of Mr. Huang Xiaowen as an executive director of the Company with effect from the conclusion of the SGM until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007.
to consider and approve the appointment of Mr. Zhao Hongzhou as an executive director of the Company with effect from the conclusion of the SGM until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007.
to consider and approve the appointment of Mr. Zhang Guofa as a non-executive director of the Company with effect from the conclusion of the SGM and until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007.

— 8 —

NOTICE OF SPECIAL GENERAL MEETING

to consider and approve the appointment of Mr. Huang Xinming as a supervisor of the Company with effect from the conclusion of the SGM until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007.
to consider and approve the change in use of the Listing proceeds as described in the press announcement of the Company dated 30 December 2004.
to consider and, if thought fit, approve the following by way of special resolution

“THAT:

(1) there be granted to the board of directors of the Company an unconditional general mandate to issue, allot and deal with additional H Shares of the Company and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:
(a) such mandate shall not extend beyond the Relevant Period save that the board of directors of the Company may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such powers after the end of the Relevant Period;
(b) the aggregate nominal amount of H Shares allotted or agreed conditionally or unconditionally to be alloted (whether pursuant to an option or otherwise) by the board of Directors of the Company shall not exceed 20 per cent of the aggregate nominal amount of H Shares of the Company in issue as of the date of this Resolution; and
(c) the board of directors will only exercise its power under such mandate in accordance with the Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as the same may be amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained;

For the purposes of this Resolution:

“H Shares” means the overseas-listed foreign invested shares in the share capital of the Company with a par value RMB1.00 each, and which are subscribed for and traded in Hong Kong Dollars;

“Relevant Period” means the period from the passing of this Resolution until the earliest of:

(1) the conclusion of the next annual general meeting of the Company following the passing of this Resolution; or
(2) the expiration of the 12-month period following the passing of this Resolution; or
(3) the date on which the authority set out in this Resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting; and

— 9 —

NOTICE OF SPECIAL GENERAL MEETING

(2) contingent on the board of directors resolving to issue shares pursuant to sub-paragraph (1) of this Resolution, the board of directors of the Company be authorised to:
(a) approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new H Shares including, without limitation, the time and place of issue, making all necessary applications to the relevant authorities, entering into an underwriting agreement (or any other agreement);
(b) determine the use of proceeds and to make all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities; and
(c) increase the registered capital of the Company in accordance with the actual increase of capital by issuing H Shares pursuant to sub-paragraph (1) of this Resolution, to register the increased capital with the relevant authorities in the PRC and to make such amendment to the Articles of Association of the Company as it thinks fit so as to reflect the increase and any other resultant changes in the registered capital of the Company.”

By order of the board of Directors of China Shipping Container Lines Company Limited Li Kelin Chairman

Shanghai, the People’s Republic of China 4 January 2005

Notes:

(A) The address of Computershare Hong Kong Investor Services Limited is as follows:

46th Floor, Hopewell Centre 183 Queen’s Road East Hong Kong

(B) Holders of domestic shares or H shares, who intend to attend the Special General Meeting, must complete the reply slips and return them to the Directorate Secretary Office of the Company not later than 20 days before the date of the Special General Meeting, i.e. no later than Friday, 28 January 2005.

Details of the Directorate Secretary Office of the Company are as follows:

Room 610 6th Floor 700 Dong Da Ming Road Shanghai the People’s Republic of China

Tel: 86-21-6596-6666 Fax: 86-21-6596-6813

— 10 —

NOTICE OF SPECIAL GENERAL MEETING

(C) Each holder of H shares who has the right to attend and vote at the Special General Meeting is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the Special General Meeting. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll.
(D) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing. If that instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarially certified.
(E) To be valid, for holders of H shares, 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 appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, the address of which is set out in Note (A) above, not less than 24 hours before the time for holding the Special General Meeting or any adjournment thereof in order for such documents to be valid.
(F) Each holder of domestic shares is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on its behalf at the Special General Meeting. Notes (C) to (D) also apply to holders of domestic shares, except that the proxy form or other documents of authority must be delivered to the Directorate Secretary Office of the Company, the address of which is set out in Note (B) above, not less than 24 hours before the time for holding the Special General Meeting or any adjournment, thereof in order for such documents to be valid.
(G) If a proxy attends the Special General Meeting on behalf of a shareholder, he should produce his identity card and the instrument signed by the proxy or his legal representative, and specifying the date of its issuance. If a legal person shareholder appoints its corporate representative to attend the Special General Meeting, 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.
(H) Pursuant to Articles 8.18 to 8.20 of the Articles of Association of the Company, at the Special General Meeting, a resolution shall be decided on a show of hands unless a poll is (before or after any vote by show of hands) demanded:
(1) by the chairman of the meeting;
(2) by at least two Shareholders entitled to vote present in person or by proxy;
(3) by one or more Shareholders present in person or by proxy and representing 10% or more of all shares carrying the right to vote at the meeting.

— 11 —

NOTICE OF SPECIAL GENERAL MEETING

has been demanded may be proceeded with, pending the taking of the poll. The result of the poll shall be deemed to be a resolution of the meeting at which the poll was demanded. On a poll taken at the meeting, a Shareholder (including proxy) entitled to two or more votes need not cast all his or her votes in the same way.

(I) The Special General Meeting is expected to last for half a day. Shareholders attending the Special General Meeting are responsible for their own transportation and accommodation expenses.
(J) Mr. Yan Mingyi ( ), aged 59, is a senior engineer and is currently the general manager, party secretary of Shanghai Maritime Transport (Group) Company, party secretary of the oil tankers branch of China Shipping Development Company Limited, a joint stock limited company incorporated in the PRC whose H Shares and A shares are listed on The Stock Exchange of Hong Kong Limited and Shanghai Stock Exchange respectively, and is a subsidiary of China Shipping (Group) Company. He began his career in the shipping industry in 1970. Between April 1970 and January 1986, he held the posts of captain of oil tanker branch and navigation captain of Shanghai Bureau of Maritime Transportation Administration and between January 1986 and December 1995, he held the posts of deputy manager, manager and deputy party secretary of Shanghai Bureau of Maritime Transportation Administration. Between December 1995 and July 1997, he held the posts of deputy general manager of Shanghai Maritime Transport (Group) Company and China Shipping Development Company Limited. Between July 1997 and April 2003, he held the posts of general manager and deputy party secretary of Shanghai Maritime Transport (Group) Company, deputy general manager of China Shipping Development Company Limited and general manager of the oil tankers branch of China Shipping Development Company Limited. Between April 2003 and December 2004, he held the posts of general manager of China Shipping Development Company Limited, general manager of the oil tankers branch of China Shipping Development Company Limited and deputy party secretary of Shanghai Maritime Transport (Group) Company. Mr. Yan has extensive enterprise management experience. Mr. Yan graduated from Dalian Maritime University with a professional qualification in marine navigation in 1968.

Save as the above, Mr. Yan does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. He has no interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”). The appointment of Mr. Yan will commence from the conclusion of the SGM. He will enter into a service contract with the Company and the length of service will be from the date of his appointment until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007. The annual remuneration of Mr. Yan (including bonus and other emoluments, if any) will be decided by the board after his appointment as a Director becomes effective. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Company’s shareholders.

(K) Mr. Huang Xiaowen ( ), aged 42, is currently the executive deputy general manager of the Company. He began his career in the shipping industry in 1981. Mr. Huang assists the general manager of the Company and is responsible for the Company’s production and operation work.

— 12 —

NOTICE OF SPECIAL GENERAL MEETING

Between 1981 and 1997, he was the section chief of Guangzhou Ocean Shipping Company container shipping department, deputy general manager and general manager of the container shipping department of China Ocean Shipping Group. Since 1997, he became the executive deputy general manager of the Company. Mr. Huang has extensive knowledge relating to container shipping and is experienced in management. His bulk container technology was awarded the new Hong Kong product 2002, and the gold prize at the New Technology International Expo and received a practical new model patent from the International Intellectual Property Rights Bureau of the PRC. Mr. Huang graduated in 1981 from Qingdao Academy of Seamen, majoring in vessel piloting. Mr. Huang joined the Company in October 1997.

Save as the above, Mr. Huang does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. He has no interest in the shares of the Company within the meaning of Part XV of the SFO. The appointment of Mr. Huang will commence from the conclusion of the SGM. He will enter into a service contract with the Company and the length of service will be from the date of his appointment until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007. The annual remuneration of Mr. Huang (including bonus and other emoluments, if any) will be decided by the board after his appointment as a Director becomes effective. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Company’s shareholders.

(L) Mr. Zhao Hongzhou ( ), aged 36, is currently the deputy general manager of the Company. Mr. Zhao assists the general manager of the Company and is responsible for the Company’s production, operation and administrative work. He began his career in the shipping industry in 1993. In 1994, he took on the role of department head of China Ocean Shipping Group Container Shipping main office. Between 1997 and 2002, he has been the deputy general manager and general manager of the executive department of China Shipping and accumulated a lot of experience in relation to management. Mr. Zhao graduated in 1993 from Shanghai Maritime University (Masters Postgraduate), majoring in transportation management and engineering where he obtained a Masters degree in engineering. Mr. Zhao joined the Company in November 2002.

Save as the above, Mr. Zhao does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. He has no interest in the shares of the Company within the meaning of Part XV of the SFO. The appointment of Mr. Zhao will commence from the conclusion of the SGM. He will enter into a service contract with the Company and the length of service will be from the date of his appointment until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007. The annual remuneration of Mr. Zhao (including bonus and other emoluments, if any) will be decided by the board after his appointment as a Director becomes effective. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Company’s shareholders.

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NOTICE OF SPECIAL GENERAL MEETING

(M) Mr. Zhang Guofa ( ), aged 48, is currently the vice president of China Shipping (Group) Company. He began his career in the shipping industry in 1980. Since 1991, he began working in the water transport department of the Ministry of Communications and has held the posts of deputy department head, department head, deputy section chief, section chief. Between July 2000 and November 2001, he was an assistant to the director in the Ministry of Communications, department of water transport. Between November 2001 and November 2004, he was the deputy director of the water transport department of the Ministry of Communications. From November 2004, he became the vice president of China Shipping (Group) Company. Mr. Zhang has extensive management experience. Mr. Zhang graduated from Wuhan University in 1988, obtained a Master degree in 1991 and a Doctorate degree in 1997.

Save as the above, Mr. Zhang does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. He has no interest in the shares of the Company within the meaning of Part XV of the SFO. The appointment of Mr. Zhang will commence from the conclusion of the SGM. He will enter into a service contract with the Company and the length of service will be from the date of his appointment until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007. The annual remuneration of Mr. Zhang (including bonus and other emoluments, if any) will be decided by the board after his appointment as a Director becoming effective. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Company’s shareholders.

(N) Mr. Huang Xinming ( ), aged 50, a senior engineer and is currently the party secretary of the Company. He began his career in the shipping industry in 1971. Between July 1985 and October 1993, he held the posts of deputy section chief and section chief of Shanghai Bureau of Maritime Transportation Administration. Between October 1993 and December 1995, he held the posts of general manager of organisation division and general manager of personnel ministry of Shanghai Maritime Transport (Group) Company. Between December 1995 and December 1998, he held the posts of deputy general manager of Shanghai Maritime Transport (Group) Company, general manager and party secretary of China Shipping Agency Company Limited. Between December 1998 and January 2000, he held the post of general manager of China Shipping Agency Company Limited. Between January 2000 and August 2004, he held the posts of assistant to the president of China Shipping (Group) Company, general manager and deputy party secretary of China Shipping Logistics Company Limited. Mr. Huang has years of management experience. Mr. Huang graduated from the post-graduate class of East China Normal University in January 1997, majoring in global economics and obtained a Master degree in business administration from Asia International Open University in October 1999. Mr. Huang joined the Company in December 2004.

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NOTICE OF SPECIAL GENERAL MEETING

Save as the above, Mr. Huang does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. He has no interest in the shares of the Company within the meaning of Part XV of the SFO. The appointment of Mr. Huang will commence from the conclusion of the SGM. He will enter into a service contract with the Company and the length of service will be from the date of his appointment until the conclusion of the annual general meeting of the Company for the year 2006, i.e. on or around June 2007. The annual remuneration of Mr. Huang (including bonus and other emoluments, if any) will be decided by the board after his appointment as a Supervisor becoming effective. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Company’s shareholders.

The board of Directors as at the date of this notice comprises of Mr. Li Kelin and Mr. Jia Hongxiang, being executive Directors, Mr. Li Shaode, Mr. Zhang Jianhua, Mr. Wang Daxiong and Mr. Wang Xiangyun, being non-executive Directors, and Mr. Hu Hanxiang, Mr. Gu Nianzu, Mr. Wang Zongxi and Mr. Lam Siu Wai, Steven being independent non-executive Directors.

The Company is registered as an oversea company under Part XI of the Companies Ordinance under the English name “China Shipping Container Lines Company Limited”.

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China Shipping Container Lines Company Limited* (A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock code: 2866)

FORM OF PROXY FOR SPECIAL GENERAL MEETING TO BE HELD ON FRIDAY, 18 FEBRUARY 2005

No. of shares to which this Proxy relates[1] Type of shares (domestic shares or H shares) to which this Proxy relates[2]

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I/We[3]

of

Being shareholder(s) of CHINA SHIPPING CONTAINER LINES COMPANY LIMITED (the “Company”) hereby appoint[4] the Chairman of the Meeting or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the Special General Meeting of the Company to be held at Room 1016, 10th Floor, 700 Dong Da Ming Road, Shanghai, the People’s Republic of China on Friday, 18 February 2005 at 10:30 a.m. and at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the Notice of Special General Meeting, and, if no such indication is given, as my/our proxy thinks fit.

	RESOLUTIONS		For5		Against5
1.	to consider and, if thought fit, approve the following proposed amendment
	to the Articles of Association of the Company by way of special resolution
	(see overleaf for full resolution).
2.	to consider and approve the appointment of Mr. Yan Mingyi as a non-executive
	director of the Company.
3.	to consider and approve the appointment of Mr. Huang Xiaowen as an executive
	director of the Company.
4.	to consider and approve the appointment of Mr. Zhao Hongzhou as an executive
	director of the Company.
5.	to consider and approve the appointment of Mr. Zhang Guofa as a non-executive
	director of the Company.
6.	to consider and approve the appointment of Mr. Huang Xinming as a supervisor of
	the Company.
7.	to consider and approve the change in use of listing proceeds as described in the
	press announcement of the Company dated 30 December 2004.
8.	to consider and approve the proposed special resolution (see overleaf for full
	resolution)

* The Company is registered as an oversea company under Part XI of the Companies Ordinance under the English name “China Shipping Container Lines Company Limited”.

Notes:

Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
Please also insert the type of shares (domestic shares or H shares) to which this form of proxy relates.
Please insert the full name(s) (in Chinese or in English, as shown in the register of members) and registered address(es) in BLOCK LETTERS.
If any proxy other than the Chairman of the Meeting is preferred, delete the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE INDICATE WITH A “ � ” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, INDICATE WITH A “ � ” IN THE BOX MARKED “AGAINST” . If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Your proxy will also be entitled to vote at his discretion on any resolutions properly put to the Meeting other than those referred to in the Notice convening the Meeting.
This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a legal person, must either be executed under its seal or under the hand of a legal representative or other attorney duly authorised to sign the same. If this 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.
Where there are joint registered holders of any share, only the person whose name stands first on the register in respect of such share may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto.
To be valid, for holders of domestic shares, this form of proxy, together with the notarially certified power of attorney or other document of authorisation, must be delivered to the Directorate Secretary Office of the Company at Room 610, 6th Floor, 700 Dong Da Ming Road, Shanghai, the People’s Republic of China, not less than 24 hours before the time appointed for the Meeting. In order to be valid, for holders of H shares, the above documents must be delivered to Computershare Hong Kong Investor Services Limited, 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong within the same period.

Resolutions No.1 and No.8 in full

to consider and, if thought fit, approve the following proposed amendment to the Articles of Association of the Company by way of special resolution , details of which are as follows:

Article 10.1 to be deleted in its entirety and replaced by the following:

to consider and, if thought fit, approve the following by way of special resolution

“THAT:

(1) there be granted to the board of directors of the Company an unconditional general mandate to issue, allot and deal with additional H Shares of the Company and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:
(a) such mandate shall not extend beyond the Relevant Period save that the board of directors of the Company may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such powers after the end of the Relevant Period;
(b) the aggregate nominal amount of H Shares allotted or agreed conditionally or unconditionally to be alloted (whether pursuant to an option or otherwise) by the board of directors of the Company shall not exceed 20 per cent of the aggregate nominal amount of H Shares of the Company in issue as of the date of this Resolution; and
(c) the board of directors will only exercise its power under such mandate in accordance with the Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as the same may be amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained;

For the purposes of this Resolution:

“H Shares” means the overseas-listed foreign invested shares in the share capital of the Company with a par value RMB1.00 each, and which are subscribed for and traded in Hong Kong Dollars;

“Relevant Period” means the period from the passing of this Resolution until the earliest of:
(1) the conclusion of the next annual general meeting of the Company following the passing of this Resolution; or
(2) the expiration of the 12-month period following the passing of this Resolution; or
(3) the date on which the authority set out in this Resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting; and
(2) contingent on the board of directors resolving to issue shares pursuant to sub-paragraph (1) of this Resolution, the board of directors of the Company be authorised to:
(a) approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new H Shares including, without limitation, the time and place of issue, making all necessary applications to the relevant authorities, entering into an underwriting agreement (or any other agreement);
(b) determine the use of proceeds and to make all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities; and
(c) increase the registered capital of the Company in accordance with the actual increase of capital by issuing H Shares pursuant to sub-paragraph (1) of this Resolution, to register the increased capital with the relevant authorities in the PRC and to make such amendments to the Articles of Association of the Company as it thinks fit so as to reflect the increase and any other resultant changes in the registered capital of the Company.”

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