COSCO SHIPPING Development Co., Ltd. — Proxy Solicitation & Information Statement 2011

Nov 28, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

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

This circular does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of China Shipping Container Lines Company.

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(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 02866)

MAJOR TRANSACTION ACQUISITION OF VESSELS

• The Company is registered as a non-Hong Kong company under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) under its Chinese name and the English name “China Shipping Container Lines Company Limited”.

29 November 2011

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	ACQUISITION AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
3.	REASONS FOR AND BENEFITS OF ENTERING INTO THE
	ACQUISITION AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
4.	INFORMATION ON THE PARTIES TO THE ACQUISITION
	AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
5.	IMPLICATION UNDER THE LISTING RULES . . . . . . . . . . . . . . . . . . .	15
6.	EFFECT OF THE VESSEL ACQUISITION ON EARNINGS AND
	ASSETS AND LIABILITIES OF THE GROUP. . . . . . . . . . . . . . . . . . . . .	16
7.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
8.	ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
APPENDIX I – FINANCIAL INFORMATION OF THE GROUP. . . . . . . .		18
APPENDIX II – GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . .		20
**NOTICE **	OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . .	25

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following terms shall have the following meanings:

• “A Shares”

the domestic invested shares of the Company, with a nominal value of RMB1.00 each

“Acquisition Agreements” Vessel Acquisition Agreements and Vessel Option Agreements

• “Board” the board of Directors

• “China Shipping”

China Shipping (Group) Company (中國海運(集團)總公 司), a wholly PRC state-owned enterprise and the controlling shareholder of the Company

• “Company”

China Shipping Container Lines Company Limited (中海 集裝箱運輸股份有限公司), a joint stock limited company established in the PRC, of which 3,751,000,000 H Shares are listed on the Stock Exchange and 7,932,125,000 A Shares are listed on the Shanghai Stock Exchange

• “connected person”

has the meaning ascribed thereto under the Listing Rules

• “CSCL (HK)”

China Shipping Container Lines (Hong Kong) Co., Limited (中海集裝箱運輸(香港)有限公司), a limited company incorporated in Hong Kong and a whollyowned subsidiary of the Company

• “Dalian Vessel Acquisition Agreements”

four 10,000 TEU container vessel construction contracts entered into between CSCL (HK), China Shipbuilding & Offshore International Co., Ltd. and Dalian Shipbuilding Industry Co., Ltd. on 28 October 2011, pursuant to each of which China Shipbuilding & Offshore International Co., Ltd. and Dalian Shipbuilding Industry Co., Ltd. agreed to design, build, launch, equip, complete and sell, and CSCL (HK) agreed to purchase, a Vessel

• “Dalian Vessel Option Agreement”

a vessel option agreement entered into between CSCL (HK), China Shipbuilding & Offshore International Co., Ltd. and Dalian Shipbuilding Industry Co., Ltd. on 28 October 2011, pursuant to which China Shipbuilding & Offshore International Co., Ltd. and Dalian Shipbuilding Industry Co., Ltd. agreed to grant, and CSCL (HK) agreed to acquire, an option to purchase, two Optional Vessels

– 1 –

DEFINITIONS

“Defect(s)” all damage and breakdown to the hull structure, materials, mechanical equipments and electronic devices caused by design error, shipbuilding quality issue and deficiency of material and equipment of the Vendors and/or their subcontractors “Directors” the directors of the Company “EGM” the extraordinary general meeting of the Company to be convened and held for the Shareholders to consider and, if thought fit, approve the Acquisition Agreements, the Vessel Building Contracts and the transactions contemplated thereunder “Group” the Company and its subsidiary “H Shares” overseas listed foreign shares of the Company, with a nominal value of RMB1.00 each “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Latest Practicable Date” 23 November 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Libor” London Interbank Offered Rate “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Optional Vessel” a Vessel to be purchased by CSCL (HK) when it exercises option(s) to purchase such Vessel(s) as granted by the relevant Grantors under their respective Vessel Option Agreements “percentage ratios” has the meaning ascribed to such term under the Listing Rules “PRC” the People’s Republic of China “RMB” Renminbi, the lawful currency of the PRC “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

– 2 –

DEFINITIONS

• “Shanghai Vessel Acquisition Agreements”

• “Shanghai Vessel Option Agreement”

• “Shareholders”

• “Stock Exchange”

• “TEU”

• “US$”

• “Vendors” or “Grantors”

• four 10,000 TEU container vessel construction contracts entered into between CSCL (HK), China Shipbuilding Trading Co., Ltd. and Hudong-Zhonghua Shipbuilding (Group) Co., Ltd. on 28 October 2011, pursuant to each of which China Shipbuilding Trading Co., Ltd. and Hudong-Zhonghua Shipbuilding (Group) Co., Ltd. agreed to design, build, launch, equip, complete and sell, and CSCL (HK) agreed to purchase, a Vessel

• a vessel option agreement entered into between CSCL (HK), China Shipbuilding Trading Co., Ltd. and HudongZhonghua Shipbuilding (Group) Co., Ltd. on 28 October 2011, pursuant to which China Shipbuilding Trading Co., Ltd. and Hudong-Zhonghua Shipbuilding (Group) Co., Ltd. agreed to grant, and CSCL (HK) agreed to acquire, an option to purchase, two Optional Vessels

• shareholders of the Company, including holders of H Shares and holders of A Shares

• The Stock Exchange of Hong Kong Limited

• twenty-foot equivalent units, a standard unit of measurement of the volume of a container with a length of 20 feet, height of 8 feet and 6 inches and width of 8 feet

• United States Dollar, the lawful currency of the United States of America

• (i) China Shipbuilding & Offshore International Co., Ltd. (中國船舶重工國際貿易有限公司), a limited liability company incorporated in the PRC

• (ii) Dalian Shipbuilding Industry Co., Ltd. (大連船舶重 工集團有限公司), a limited liability company incorporated in the PRC

• (iii) China Shipbuilding Trading Co., Ltd. (中國船舶工 業貿易公司), a company incorporated in the PRC

• (iv) Hudong-Zhonghua Shipbuilding (Group) Co., Ltd. (滬東中華造船(集團)有限公司), a limited liability company incorporated in the PRC

– 3 –

DEFINITIONS

“Vessel”

a container vessel with a capacity of 10,000 TEU to be acquired by CSCL (HK) from the Vendors under the Acquisition Agreements

• “Vessel Acquisition”

• (i) the acquisition of eight Vessels by CSCL (HK) from the Vendors pursuant to the Vessel Acquisition Agreements; and (ii) the acquisition of the options to purchase four Optional Vessels by CSCL (HK) from the Grantors pursuant to the Vessel Option Agreements

• “Vessel Acquisition Agreements”

• Dalian Vessel Acquisition Agreements and Shanghai Vessel Acquisition Agreements

• “Vessel Building Contract”

• a vessel building contract to be entered into between CSCL (HK) and the relevant Grantors when CSCL (HK) exercises option(s) to purchase such Optional Vessel(s) as granted by the relevant Grantors under their respective Vessel Option Agreements

• “Vessel Option Agreements”

• Dalian Vessel Option Agreement and Shanghai Vessel Option Agreement

The exchange rate adopted in this circular for illustration purpose only is US$1.00 = RMB6.329.

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LETTER FROM THE BOARD

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

(Stock code: 02866)

Executive Directors: Mr. Li Shaode Mr. Xu Lirong Mr. Zhang Guofa Mr. Huang Xiaowen Mr. Zhao Hongzhou

Legal address in the PRC: Room A-538 Yangshan International Trade Center No. 188 Ye Sheng Road Yangshan Free Trade Port Area Shanghai The PRC

Non-executive Directors:

Mr. Zhang Jianhua Mr. Lin Jianqing Mr. Wang Daxiong Mr. Zhang Rongbiao Mr. Xu Hui

Independent non-executive Directors:

Mr. Shen Kangchen Mr. Jim Poon (also known as Pan Zhanyuan) Mr. Shen Zhongying Mr. Wu Daqi Ms. Zhang Nan

Principal place of business in the PRC: 27th Floor 450 Fu Shan Road Pudong New District Shanghai The PRC

Principal place of business in Hong Kong: 59/F, One Island East 18 Westlands Road Island East Hong Kong

29 November 2011

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION ACQUISITION OF VESSELS

1. INTRODUCTION

Reference is made to the announcement of the Company dated 28 October 2011, in which the Board announced that on 28 October 2011, CSCL (HK), a wholly owned subsidiary of the Company, entered into the Vessel Acquisition Agreements and the Vessel Option Agreements

• The Company is registered as a non-Hong Kong company under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) under its Chinese name and the English name “China Shipping Container Lines Company Limited”.

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LETTER FROM THE BOARD

(collectively, the “Acquisition Agreements”) with the Vendors/Grantors to purchase eight Vessels and to acquire options to purchase four Optional Vessels, respectively. The aggregate consideration payable for the Vessel Acquisition under the Acquisition Agreements is US$754,240,000 (equivalent to approximately RMB4,773,584,960).

The purpose of this circular is to provide you with, among other things, (i) details of the Acquisition Agreements, the Vessel Building Contracts and the transactions contemplated thereunder; (ii) the financial information of the Group; and (iii) other information as required under the Listing Rules.

2. ACQUISITION AGREEMENTS

1. Vessel Acquisition Agreements

Date:

28 October 2011

Parties: In respect of Dalian Vessel Acquisition Agreements:

• (a) CSCL (HK) (as purchaser);

• (b) China Shipbuilding & Offshore International Co., Ltd. (as vendor); and

• (c) Dalian Shipbuilding Industry Co., Ltd. (as vendor).

In respect of Shanghai Vessel Acquisition Agreements:

• (a) CSCL (HK) (as purchaser);

• (b) China Shipbuilding Trading Co., Ltd. (as vendor); and

• (c) Hudong-Zhonghua Shipbuilding (Group) Co., Ltd. (as vendor).

Assets to be Acquired:

Pursuant to the Vessel Acquisition Agreements, the Vendors shall design, build, launch, equip, complete and sell, and CSCL (HK) shall purchase, eight Vessels.

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LETTER FROM THE BOARD

Consideration and Payment Term:

The aggregate consideration payable for eight Vessels under the Vessel Acquisition Agreements is US$754,240,000 (equivalent to approximately RMB4,773,584,960).

The consideration for each Vessel will be payable in US$ by CSCL (HK) to the Vendors under their respective Vessel Acquisition Agreements in four instalments in an aggregate of US$94,280,000 (equivalent to approximately RMB596,698,120) in accordance with the following manner:

• (a) First instalment: within 15 working days after signing of such Vessel Acquisition Agreement, CSCL (HK) shall pay 20% of the consideration for such Vessel in the amount of US$18,856,000 (equivalent to approximately RMB119,339,624) by virtue of the proof of payment issued by the relevant Vendors;

• (b) Second instalment: when keeling such Vessel, CSCL (HK) shall pay 10% of the consideration for such Vessel in the amount of US$9,428,000 (equivalent to approximately RMB59,669,812) within 7 working days after receipt of the original proof of payment issued by the relevant Vendors;

• (c) Third instalment: when launching such Vessel, CSCL (HK) shall pay 10% of the consideration for such Vessel in the amount of US$9,428,000 (equivalent to approximately RMB59,669,812) within 7 working days after receipt of the original proof of payment issued by the relevant Vendors; and

• (d) Fourth instalment: when delivering such Vessel, CSCL (HK) shall pay 60% of the consideration for such Vessel in the amount of US$56,568,000 (equivalent to approximately RMB358,018,872) within 7 working days after receipt of the full set of the original delivery documents.

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LETTER FROM THE BOARD

The consideration for each Vessel is subject to adjustments in the event of: (i) any delay in the delivery of such Vessel; (ii) insufficient deadweight of such Vessel; (iii) insufficient speed of such Vessel; (iv) over consumption of the fuel by such Vessel; and/or (v) insufficient container capacity of such Vessel. The aforesaid adjustments shall be settled together with the foregoing fourth instalment.

The said consideration was agreed after arm’s length negotiations between the parties by reference to recent transacted prices for similar container vessels in the PRC, which the Group is aware of.

The Company has made its best efforts to obtain the recent transacted prices for similar container vessels in the PRC through:

• (a) negotiation with the Vendors; and

• (b) conducting research for the related public available information, for instance, the Shipping Intelligence Weekly (Issue No. 988) published by Clarkson Research Services Limited dated 16 September 2011 and page 10 thereon sets out, among other things, the related information regarding the similar newly completed shipbuilding transactions as follows: (i) 10,000TEU container ship to be delivered by Jiangsu New YZJ by August 2014 at the price of US$98,000,000 payable by Seaspan Corp.; and (ii) 10,000TEU container ship to be delivered by Jiangsu New YZJ by October 2014 at the price of US$98,000,000 payable by Seaspan Corp..

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LETTER FROM THE BOARD

As compared to each 10,000TEU container ship built by Jiangsu New YZJ at the price of US$98,000,000 payable by Seaspan Corp. as contained on page 10 of the Shipping Intelligence Weekly aforesaid, the consideration for each Vessel purchased under the Acquisition Agreements in the amount of US$94,280,000 represents its fair value.

The said consideration will be funded from bank financing and internal resources of the Group.

Refund Term:

Delivery Time:

In the event that CSCL (HK) refuses to accept such Vessel upon terms and conditions of such Vessel Acquisition Agreement, CSCL (HK) shall send a notice of vessel abandonment to the relevant Vendors and the relevant Vendors shall remit all payments for such Vessel paid by CSCL (HK) so far within 5 working days after receipt of such notice by means of telegraphic transfer to the bank accounts designated by CSCL (HK), together with the interest accrued from respective dates for the said payment to the refund dates (the interest rate shall be calculated by one-year US$ Libor plus 1%). If the relevant Vendors fail to refund on time, in addition to refunding all payments aforesaid together with the interest accrued, the relevant Vendors shall also pay to CSCL (HK) all interest accrued from the past due dates to the actual refund dates (calculated by one-year US$ Libor plus 1%).

Pursuant to the Vessel Acquisition Agreements, the delivery date for each Vessel is no later than 30 November 2013.

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LETTER FROM THE BOARD

Guarantee/Security: Under each of the Vessel Acquisition Agreements, the Vendors guarantee the principal dimensions and performance (including speed, fuel consumption, deadweight and container capacity) of each Vessel.

Under each of the Vessel Acquisition Agreements, the Vendors guarantee that each Vessel is free from Defect(s), provided that: (i) such Defect(s) arise within 12 months from the date such Vessel is delivered to CSCL (HK); and (ii) such Defect(s) are not the result of any misuse by CSCL (HK).

2. Vessel Option Agreements

Date: 28 October 2011 Parties: In respect of Dalian Vessel Option Agreement:

• (a) CSCL (HK) (as grantee);

• (b) China Shipbuilding & Offshore International Co., Ltd. (as grantor); and

• (c) Dalian Shipbuilding Industry Co., Ltd. (as grantor).

• In respect of Shanghai Vessel Option Agreement:

• (a) CSCL (HK) (as grantee);

• (b) China Shipbuilding Trading Co., Ltd. (as grantor); and

• (c) Hudong-Zhonghua Shipbuilding (Group) Co., Ltd. (as grantor).

Option to be Acquired:

Pursuant to each of the Vessel Option Agreements, the Grantors shall grant, and CSCL (HK) shall acquire, an option to purchase two Optional Vessels.

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LETTER FROM THE BOARD

Exercise of Option:

Pursuant to each of the Vessel Option Agreements, CSCL (HK) shall notify the Grantors in writing of whether to exercise such option to purchase one or two Optional Vessels on or before 27 April 2012, failing which such option shall automatically lapse.

Vessel Building Contract:

• Pursuant to each of the Vessel Option Agreements, if such option to purchase one or two Optional Vessels is exercised, CSCL (HK) and the relevant Grantors shall enter into one Vessel Building Contract for each Optional Vessel within 30 days after CSCL (HK) notifies the Grantors in writing to exercise such option, and the terms and conditions of which shall be based on the Vessel Acquisition Agreements, with the following necessary amendments being made:

• (a) date of building of each Optional Vessel;

• (b) date of supervision of each Optional Vessel manufacturing; and

• (c) date of delivery of each Optional Vessel.

The foregoing necessary amendments made to the terms and conditions of the Vessel Acquisition Agreements only reflect the actual manufacturing and delivery progress of each Optional Vessel and are not material.

Consideration and Payment Term:

There is no premium paid and/or payable by CSCL (HK) to the Grantors to acquire such options under the Vessel Option Agreements.

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LETTER FROM THE BOARD

Pursuant to each of the Vessel Option Agreements, if such option to purchase one or two Optional Vessels is exercised, the consideration for each Optional Vessel will be payable by CSCL (HK) to the Grantors under their respective Vessel Option Agreements and Vessel Building Contracts in four instalments in an aggregate of US$94,280,000 (equivalent to approximately RMB596,698,120) in accordance with the following manner:

• (a) First instalment: within 15 working days after signing of such Vessel Building Contract, CSCL (HK) shall pay 20% of the consideration for such Optional Vessel in the amount of US$18,856,000 (equivalent to approximately RMB119,339,624);

• (b) Second instalment: within 7 working days after the first section of keeling such Optional Vessel, CSCL (HK) shall pay 10% of the consideration for such Optional Vessel in the amount of US$9,428,000 (equivalent to approximately RMB59,669,812);

• (c) Third instalment: within 7 working days after launching such Optional Vessel, CSCL (HK) shall pay 10% of the consideration for such Optional Vessel in the amount of US$9,428,000 (equivalent to approximately RMB59,669,812); and

• (d) Fourth instalment: within 7 working days after delivery of such Optional Vessel, CSCL (HK) shall pay 60% of the consideration for such Optional Vessel in the amount of US$56,568,000 (equivalent to approximately RMB358,018,872).

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LETTER FROM THE BOARD

The said consideration was agreed after arm’s length negotiations between the parties by reference to recent transacted prices for similar container vessels in the PRC, which the Group is aware of.

The Company has made its best efforts to obtain the recent transacted prices for similar container vessels in the PRC through:

• (a) negotiation with the Vendors; and

• (b) conducting research for the related public available information, for instance, the Shipping Intelligence Weekly (Issue No. 988) published by Clarkson Research Services Limited dated 16 September 2011 and page 10 thereon sets out, among other things, the related information regarding the similar newly completed shipbuilding transactions as follows: (i) 10,000TEU container ship to be delivered by Jiangsu New YZJ by August 2014 at the price of US$98,000,000 payable by Seaspan Corp.; and (ii) 10,000TEU container ship to be delivered by Jiangsu New YZJ by October 2014 at the price of US$98,000,000 payable by Seaspan Corp..

As compared to each 10,000TEU container ship built by Jiangsu New YZJ at the price of US$98,000,000 payable by Seaspan Corp. as contained on page 10 of the Shipping Intelligence Weekly aforesaid, the consideration for each Vessel purchased under the Acquisition Agreements in the amount of US$94,280,000 represents its fair value.

The said consideration will be funded from bank financing and internal resources of the Group.

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LETTER FROM THE BOARD

Delivery Time:

The delivery dates for the first Optional Vessel and the second Optional Vessel as specified in each of the Vessel Option Agreements are no later than 31 July 2014 and no later than 30 September 2014, respectively.

3. REASONS FOR AND BENEFITS OF ENTERING INTO THE ACQUISITION AGREEMENTS

The acquisition of the Vessels, each with a more modern design and a larger capacity, will significantly improve the economies of scale enjoyed by the Group, improve the Group’s economic benefits, strengthen the Group’s market competitiveness, further expand the Group’s service network around the globe and satisfy the development plan and operational needs of the Group under the following manner:

• (a) Development plan – the Group focus on its route network optimization. The Group intends to establish a global route network centering on China and choose locations for a number of intermediate ports to be established in the areas of America, Europe (Mediterranean), Asia-Pacific Region. The coverage of route network will be improved through the Company’s efforts on enhancing regional sub-route network. In order to coordinate with its plan for further expansion that the capacity of the routes in Middle East, Mediterranean, North and South America will be updated by 10,000TEU container vessels, the Company will replace the existing medium size containers with capacity from 4,000TEU to 5,000TEU with large size containers with capacity of 10,000TEU; and

• (b) Operation needs – the Group has foreseen the necessity of updating the existing containers with capacity of 9,600TEU to containers with capacity of 10,000TEU, which have higher utilization of principle dimensions, resulting in lower consumption of fuel on a deadweight tonnage basis and further decrease in cost, so as to fulfill its operational requirements from its new route of Far East-East America route after the completing of Far East-Mediterranean and Panama Canal expansion project.

In light of the above, the Board (including the independent non-executive Directors) believes that the terms of the transactions contemplated under the Acquisition Agreements are (i) fair and reasonable; (ii) entered into on normal commercial terms; and (iii) in the interest of the Company and the Shareholders as a whole.

4. INFORMATION ON THE PARTIES TO THE ACQUISITION AGREEMENTS

1. CSCL (HK)

• CSCL (HK) is principally engaged in the international container transportation.

2. China Shipbuilding & Offshore International Co., Ltd.

China Shipbuilding & Offshore International Co., Ltd. is principally engaged in the business of design, development, production, maintenance, lease and sale of ships, marine equipments, ocean engineering and equipments.

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LETTER FROM THE BOARD

3. Dalian Shipbuilding Industry Co., Ltd.

Dalian Shipbuilding Industry Co., Ltd. is principally engaged in the business of development, design, construction, repair, modification and sale of all types of ships, ocean engineering and its supporting equipments.

4. China Shipbuilding Trading Co., Ltd.

China Shipbuilding Trading Co., Ltd. is principally engaged in the business of import and export of goods and technology; international ship-repairing, ship-dismantling and technology exchange; contracting of projects.

5. Hudong-Zhonghua Shipbuilding (Group) Co., Ltd.

Hudong-Zhonghua Shipbuilding (Group) Co., Ltd. is principally engaged in the business of design, manufacturing, service and repair of military and civil ships, ocean engineering and diesel engines for ships.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendors/Grantors and their respective ultimate beneficial owners are third parties independent of the Company and connected persons of the Company.

5. IMPLICATION UNDER THE LISTING RULES

The major transactions in this circular consist of (a) transactions contemplated under the Vessel Acquisition Agreements; and (b) transactions contemplated under the Vessel Option Agreements.

As regards the Vessel Acquisition Agreements, the highest applicable percentage ratio set out in the Listing Rules for the transactions contemplated thereunder is more than 25% but less than 100%, they constitute major transactions of the Company under Rule 14.06(3) and are therefore subject to reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

As regards the Vessel Option Agreements, on the acquisition of such options by the Company as contemplated under the Vessel Option Agreements, only the premium should be taken into consideration for the purpose of classification of notifiable transaction pursuant to Rule 14.75(1) of the Listing Rules. Since there is no premium paid and/or payable by the Company to acquire such options, no classification on the transactions contemplated under the Vessel Option Agreements could be made and thus they are not subject to reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

However, the highest applicable percentage ratio for transactions contemplated under the Vessel Acquisition Agreements and transactions contemplated under the Vessel Option Agreements, as aggregated, is more than 25% but less than 100%, all of them constitute major

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LETTER FROM THE BOARD

transactions of the Company under Rule 14.06(3) and are therefore subject to reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

The EGM will be convened and held for the Shareholders to consider and, if thought fit, approve (i) the Vessel Acquisition Agreements and the transactions contemplated thereunder; (ii) the Vessel Option Agreements and the transactions contemplated thereunder; and (iii) the Vessel Building Contract(s) and the transactions contemplated thereunder if CSCL (HK) exercises options to purchase any or all of the Optional Vessels as granted under the Vessel Option Agreements. As the actual monetary value of the total consideration payable upon exercise of such options as contemplated under the Vessel Option Agreements, the material terms and conditions of the Vessel Building Contracts (which will be entered into by the Company when such options are exercised) and all other relevant information are known and disclosed to the Shareholders at the time of entering into the Vessel Option Agreements by the Company on 28 October 2010, it is reasonable and cost effective for the Company to seek shareholders’ approval necessary for the entering into of such options and the exercise of such options at the same general meeting of the Company in accordance with Rule 14.76(2) of the Listing Rules.

The aforesaid approvals shall be obtained by way of a poll. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder has a material interest in the Acquisition Agreements and the transactions contemplated thereunder and therefore no Shareholder is required to abstain from voting for the resolutions to approve the Acquisition Agreements and the transactions contemplated thereunder at the EGM.

Further announcements will be made when such options as contemplated under the Vessel Option Agreements are exercised/lapsed in compliance with Rules 14.04(1), 14.34(2) and 14.77(1) of the Listing Rules, if appropriate.

6. EFFECT OF THE VESSEL ACQUISITION ON EARNINGS AND ASSETS AND LIABILITIES OF THE GROUP

It is expected that approximately 70% of the consideration for the Vessel Acquisition will be funded by bank financing and the remaining 30% by internal resources of the Group. Thus, the Group’s fixed assets will increase by the amount of the total consideration for the Vessel Acquisition. The Group’s current assets will decrease by the amount of the consideration to be funded by internal resources and the Group’s liabilities will increase by the amount of the consideration to be funded by bank financing. The Directors do not envisage that the Vessel Acquisition will have any material impact on the earnings of the Group.

7. RECOMMENDATION

The Directors consider that the terms of the transactions contemplated under the Acquisition Agreements are (i) fair and reasonable; (ii) entered into on normal commercial terms; and (iii) in the interest of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

Accordingly, the Directors recommend the Shareholders to vote in favour of the following ordinary resolutions proposed at the EGM: (i) the entering into of the Vessel Acquisition Agreements and the transactions contemplated thereunder, details of which are set out in this circular, be and are hereby approved, confirmed and ratified (if applicable); (ii) the entering into of the Vessel Option Agreements and the transactions contemplated thereunder, details of which are set out in this circular, be and are hereby approved, confirmed and ratified (if applicable); (iii) if CSCL (HK) exercises options to purchase any or all of the Optional Vessels as granted under the Vessel Option Agreements, the entering into of the Vessel Building Contract(s) and the transactions contemplated thereunder, details of which are set out in this circular, be and are hereby approved; and (iv) the Directors be and are hereby authorised for and on behalf of the Company to do all such acts and things, sign and execute all such documents and take all such steps as the Directors may in their absolute discretion consider necessary, appropriate, desirable or expedient to implement and/or give effect to or in connection with the Vessel Acquisition Agreements, the Vessel Option Agreements, the Vessel Building Contract(s) and the transactions contemplated thereunder.

8. ADDITIONAL INFORMATION

Your attention is also drawn to the additional information contained in the Appendices to this circular.

By Order of the Board China Shipping Container Lines Company Limited Li Shaode Chairman

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. THREE-YEAR FINANCIAL INFORMATION OF THE GROUP

The Company is required to set out in this Circular the information for the last three financial years with respect to the profits and losses, financial record and position, set out as a comparative table and the latest published audited balance sheet together with the notes on the annual accounts for the last financial year for the Group.

The audited consolidated financial statements of the Company for the years ended 31st December 2010, 2009 and 2008 together with the relevant notes to the financial statements of the Company can be found on pages 66 to 163 of the annual report of the Company for the year ended 31st December 2010, pages 67 to 171 of the annual report of the Company for the year ended 31st December 2009 and pages 61 to 163 of the annual report of the Company for the year ended 31st December 2008. Please also see below the hyperlinks to the said annual reports:

http://www.hkexnews.hk/listedco/listconews/sehk/20110428/LTN201104281050.pdf http://www.hkexnews.hk/listedco/listconews/sehk/20100430/LTN20100430021.pdf http://www.hkexnews.hk/listedco/listconews/sehk/20090419/LTN20090419059.pdf

2. STATEMENT OF INDEBTEDNESS

Borrowings and Indebtedness

As at the close of business of 30 September 2011, being the latest practicable date for the purpose of this statement of indebtedness prior to the printing of this circular, the Group has outstanding borrowings and indebtedness of approximately RMB20,237,465,200, comprising secured bank loans of approximately RMB3,063,278,000, unsecured bank loans of approximately RMB9,237,826,400, finance leases obligations of approximately RMB352,605,700 and other unsecured obligations of approximately RMB7,583,755,100.

Contingent Liabilities

As at the close of business of 30 September 2011, the Group has no material contingent liability or guarantees.

Mortgage and Charges

As at the close of business of 30 September 2011, the Group’s general banking facilities and the above outstanding secured borrowings were secured by the Group’s property, plant and equipment and certain bank deposits.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Save as aforesaid or as otherwise mentioned herein and apart from intra-group liabilities, the Group did not have any outstanding mortgages, charges, debentures, loan capital, debt securities, bank loans and overdrafts or other similar borrowings or indebtedness, liabilities under acceptance (other than normal trade bills) or acceptance credits or hire purchase commitments, guarantees or other material contingent liabilities as at the close of business on 30 September 2011.

3. WORKING CAPITAL

Taking into account the expected payment terms of the Transaction and the financial resources available to the Group, including the internally generated funds and the available banking facilities, the Directors are of the opinion that the Group has sufficient working capital for its present requirements, that is for at least the next 12 months from the date of this circular.

4. FINANCIAL AND TRADING PROSPECTS

Driven by the optimistic sentiment towards the container shipping market in 2010, a concentrated delivery of additional shipping capacity was seen, reaching 780,000TEU or approximately 5.2% of the world’s total shipping capacity, and most of which are super large container vessels. As a result, long hauls such as Europe and trans-Pacific trade lanes were seriously affected as evidenced by stagnant freight rate. Which, combined with sluggish demand in the U.S and Europe, had resulted in a slowdown in the industry as a whole. It is expected in the second half of 2011 and in the next one or two years, the road to recovery will be characterized by uncertainty and volatility and is not going to be an easy one. The main determining factor will be the peak period for delivery of new vessels. In general, however, risks of market downturn are still under control and change in competing relationship will become the biggest uncertain factor.

5. MATERIAL ADVERSE CHANGE

The Directors confirm that there has been no material adverse change in the financial or trading position of the Group since 31 December 2010, being the date to which the latest published audited accounts of the Company have been made up.

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GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. INTERESTS AND SHORT POSITIONS OF DIRECTORS, SUPERVISORS AND CHIEF EXECUTIVES IN SHARES, UNDERLYING SHARES AND DEBENTURES

As at the Latest Practicable Date, the interests or short positions of the Directors, supervisors or chief executive(s) of the Company in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which was required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which any such Directors, supervisors or chief executive(s) is taken or deemed to have under such provisions of the SFO) or which was required to be entered in the register required to be kept by the Company pursuant to Section 352 of the SFO or which was otherwise required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) were as follows:

	Number of
	Underlying	Capacity in which
	H shares	underlying H shares	Percentage in issued
Name	Interested in	were held	H share capital
Directors
Li Shaode	3,382,100	Beneficial owner	0.090% (Long position)
Zhang Guofa	2,218,050	Beneficial owner	0.059% (Long position)
Huang Xiaowen	3,334,050	Beneficial owner	0.089% (Long position)
Zhao Hongzhou	2,604,000	Beneficial owner	0.069% (Long position)
Ma Zehua	1,520,550	Beneficial owner	0.041% (Long position)
Zhang Jianhua	1,240,000	Beneficial owner	0.033% (Long position)
Lin Jianqing	525,450	Beneficial owner	0.014% (Long position)
Wang Daxiong	1,240,000	Beneficial owner	0.033% (Long position)
Xu Hui	1,085,000	Beneficial owner	0.029% (Long position)
Supervisors
Chen Decheng	948,600	Beneficial owner	0.025% (Long position)
Tu Shiming	246,450	Beneficial owner	0.007% (Long position)
Kou Laiqi	156,550	Beneficial owner	0.004% (Long position)
Wang Xiuping	1,395,000	Beneficial owner	0.037% (Long position)

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GENERAL INFORMATION

APPENDIX II

Notes:

1. In accordance with the “Resolution Regarding Adoption and Approval of the H Share Share Appreciation Rights Scheme and Implementation Methods” passed at the Company’s second Special General Meeting in year 2005 held on 12 October 2005, the Company implemented a H share share appreciation rights scheme as appropriate incentive policy. Details of the original Scheme were set out in the Company’s circular to shareholders dated 26 August 2005 and each amended Scheme was produced to the annual general meetings of the Company held on 20 June 2006, 26 June 2007 and 26 June 2008. The above disclosed represents the interests in H Shares of the Company held by the Directors and Supervisors of the Company under the Share Appreciation Rights Scheme.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors, supervisors or chief executive(s) of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO which was required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which any such Directors, Supervisors or chief executive(s) is taken or deemed to have under such provisions of the SFO) or which was required to be entered in the register required to be kept by the Company pursuant to Section 352 of the SFO or which was otherwise required to be notified to the Company and the Stock Exchange pursuant to the Model Code adopted by the Company.

3. POSITIONS HELD BY DIRECTORS AND SUPERVISORS OF THE COMPANY IN SUBSTANTIAL SHAREHOLDER(S)

As at the Latest Practicable Date:

• (a) Li Shaode, an executive director, is also the chairman and secretary to the Party Committee of China Shipping;

• (b) Xu Lirong, an executive director, is also the director, general manager and member of the Party Committee of China Shipping;

• (c) Zhang Guofa, an executive director, is also the deputy general manager and member of the Party Committee of China Shipping;

• (d) Lin Jianqing, a non-executive director, is also the deputy general manager and member of the Party Committee of China Shipping; and

• (e) Wang Daxiong, a non-executive director, is also the deputy general manager and member of the Party Committee of China Shipping.

Save as disclosed above, none of the Directors or supervisors of the Company was, as at the Latest Practicable Date, a director or employee of a company which had an interest or short position in the Shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

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GENERAL INFORMATION

APPENDIX II

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors or supervisors of the Company had any existing or proposed service contract with any member of the Group which would not expire or was not determinable by the Group within one year without payment of compensation (other than statutory compensation).

5. DIRECTORS’ AND SUPERVISORS’ INTERESTS

As at the Latest Practicable Date:

• (a) None of the Directors or Supervisors has any direct or indirect interest in any assets which have been, since 31 December 2010, the date to which the latest published audited accounts of the Company were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

• (b) None of the Directors or Supervisors was materially interested in any contract or arrangement subsisting as at the Latest Practicable Date and which was significant in relation to the business of the Group.

6. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors and any of their associate(s) had interest in a business which competes or may compete with the business of the Group, or may have any conflicts of interest with the Group pursuant to Rule 8.10 of the Listing Rules.

7. LITIGATION

As at the Latest Practicable Date, no litigation or claims of material importance was known to the Directors to be pending or threatened against any member of the Group.

8. MATERIAL CONTRACTS

Save for the following material contracts, the Group has not entered into any material contract (not being contracts entered into in the ordinary course of business of the Group) within the two years immediately preceding the date of this circular:

• (a) a capital injection agreement dated 19 November 2009 entered into between the Company and China Shipping Logistics (Overseas) Co., Ltd. to inject further capital in the amounts of RMB41,250,000 (equivalent to approximately HK$45,833,333) and RMB13,750,000 (equivalent to approximately HK$15,277,778), respectively, by way of cash contribution into Shanghai China Shipping YangShan International Container Land-Warehousing Co., Ltd. (Note: details of the agreement were disclosed in the Company’s announcement dated 19 November 2009);

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GENERAL INFORMATION

APPENDIX II

• (b) a capital increase agreement dated 27 May 2011 entered into between China Shipping (Group) Company, Guangzhou Maritime Transport (Group) Co. Ltd., the Company, China Shipping Development Company Limited and China Shipping (Hainan) Haisheng Shipping and Enterprise Co., Ltd. to increase their respective capital contribution in the amount of RMB75,000,000, RMB60,000,000, RMB75,000,000, RMB75,000,000 and RMB15,000,000, respectively, to China Shipping Finance Company Ltd. by way of cash in proportion to their existing shareholdings in China Shipping Finance Company Ltd. (Note: details of the agreement were disclosed in the Company’s announcement dated 27 May 2011); and

• (c) an equity transfer agreement dated 20 October 2011 entered into between the Company and China Shipping Logistics (Overseas) Co., Ltd., pursuant to which the Company agreed to acquire 25% equity interest in Shanghai China Shipping YangShan International Container Land-Warehousing Co., Ltd. from China Shipping Logistics (Overseas) Co., Ltd. (Note: details of the agreement were disclosed in the Company’s announcement dated 20 October 2011).

9. MISCELLANEOUS

• (a) The secretary of the Company is Mr. Ye Yumang. Mr. Ye is currently the Company Secretary of the Company and the General Manager of the Directorate Secretary Office of the Company, as well as a senior economist. From 1989 to 1996, he engaged in vessel technique and administrative matters in Shanghai Shipping (Group) Company. From May 1995 to August 1995, Mr. Ye was the assistant company secretary of China Shipping Development Company Limited. From August 1995 to April 2000, he was the joint company secretary of China Shipping Development Company Limited. From April 2000 to March 2003, he was the company secretary for China Shipping Development Company Limited. Mr. Ye graduated from Shanghai Maritime University in 1989, with a Master’s degree in mechanical engineering. In March 2007, Mr. Ye got his master’s degree in EMBA from the Shanghai Finance & Economy University. Mr. Ye became a fellow of the Hong Kong Institute of Chartered Secretaries in November 2008. Mr. Ye joined the Company in November 2002.

• (b) The legal address in the PRC of the Company is Room A-538, Yangshan International Trade Center, No.188 Ye Sheng Road, Yangshan Free Trade Port Area, Shanghai, the PRC and the principal place of business in the PRC of the Company is 27th Floor, 450 Fu Shan Lu, Pudong New District, Shanghai, the PRC. The Hong Kong H Share registrar and transfer office of the Company is Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (c) The English text of this circular shall prevail over their respective Chinese text in the case of inconsistency.

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GENERAL INFORMATION

APPENDIX II

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the principal place of business of the Company in Hong Kong at 9th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong from the date of this circular up to 9 December 2011 (both days inclusive):

• (a) the memorandum and articles of association or equivalent documents of the Company;

• (b) the material contracts referred to in the paragraph headed “Material Contracts” in this Appendix II;

• (c) the annual report of the Company for the two years ended 31 December 2009 and 2010; and

• (d) this circular.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 02866)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of China Shipping Container Lines Company Limited (the “ Company ”) will be held at 2:00 p.m. on Friday, 13 January 2012 at Multifunction Room, Convention Center, Shanghai Yuan Shen Sport Park Hotel, Gate No.1, No.655 Yuanshen Road, Pudong New District, Shanghai, the People’s Republic of China (“ PRC ”) for the purpose of considering and, if thought fit, passing with or without amendments the following resolutions as ordinary resolutions of the Company, and unless otherwise defined herein, the terms herein shall have the same meanings as defined in the circular to the shareholders of the Company dated 29 November 2011 (the “ Circular ”):

ORDINARY RESOLUTIONS

“ THAT:

1. the entering into of the Vessel Acquisition Agreements and the transactions contemplated thereunder, details of which are set out in the Circular, be and are hereby approved, confirmed and ratified (if applicable);

2. the entering into of the Vessel Option Agreements and the transactions contemplated thereunder, details of which are set out in the Circular, be and are hereby approved, confirmed and ratified (if applicable);

3. if CSCL (HK) exercises options to purchase any or all of the Optional Vessels as granted under the Vessel Option Agreements, the entering into of the Vessel Building Contract(s) and the transactions contemplated thereunder, details of which are set out in the Circular, be and are hereby approved; and

4. the Directors be and are hereby authorised for and on behalf of the Company to do all such acts and things, sign and execute all such documents and take all such steps as the Directors may in their absolute discretion consider necessary, appropriate, desirable or expedient to implement and/or give effect to or in connection with the

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Vessel Acquisition Agreements, the Vessel Option Agreements, the Vessel Building Contract(s) and the transactions contemplated thereunder.”

By Order of the Board China Shipping Container Lines Company Limited Ye Yumang

Company Secretary

Shanghai, the PRC 29 November 2011

Notes:

• (A) Notice is hereby given that pursuant to the articles of association of the Company, for the purpose of holding the EGM, the register of H shares members of the Company (“ Register of Members ”) will be closed from Wednesday, 14 December 2011 to Friday, 13 January 2012 (both days inclusive), during which period no transfer of H shares of the Company will be registered. Holders of H shares whose names appear on the Register of Members at the close of business on Tuesday, 13 December 2011 are entitled to attend and vote at the EGM. In order to attend the EGM, holders of the Company’s H shares shall lodge all transfer documents together with the relevant share certificates to Computershare Hong Kong Investor Services Limited, the Company’s H shares registrar (“ Computershare ”), not later than 4:30 p.m. on Tuesday, 13 December 2011.

The address of Computershare is as follows:

Rooms 1712-1716, 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong

• (B) Holders of H shares, who intend to attend the EGM, 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 EGM, i.e. no later than Friday, 23 December 2011.

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

3rd Floor 450 Fu Shan Road Pudong New District Shanghai the People’s Republic of China 200122

Tel: (8621) 6596 6666 Fax: (8621) 6596 6813

• (C) Each holder of H shares who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether a shareholder of the Company (“ Shareholder ”) or not, to attend and vote on his behalf at the EGM.

• (D) The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorised in writing. If that instrument is signed by an attorney of the appointer, 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 appointer, a notarially certified copy of that power of attorney or other authority, must be delivered to Computershare at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the EGM or any adjournment thereof in order for such documents to be valid.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (F) If a proxy attends the EGM on behalf of a Shareholder, he should produce his identity card and the form of proxy signed by the Shareholder or his legal representative or his duly authorised attorney, and specifying the date of its issuance. If a legal person Shareholder appoints its corporate representative to attend the EGM, 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 license issued by such legal person Shareholder.

• (G) Pursuant to the Listing Rules, any vote of Shareholders at a general meeting must be taken by way of a poll. As such, the resolution sets out in the notice of the EGM will be voted on by poll. Results of the poll voting will be published on the website of the Stock Exchange at www.hkexnews.hk after the EGM.

• (H) The EGM is estimated to last for half a day. Shareholders who attend the EGM in person or by proxy shall bear their own transportation and accommodation expenses.

The Board as at the date of this notice comprises of Mr. Li Shaode, Mr. Xu Lirong, Mr. Zhang Guofa, Mr. Huang Xiaowen and Mr. Zhao Hongzhou, being executive Directors, Mr. Zhang Jianhua, Mr. Lin Jianqing, Mr. Wang Daxiong, Mr. Zhang Rongbiao and Mr. Xu Hui, being non-executive Directors, and Mr. Shen Kangchen, Mr. Jim Poon (also known as Pan Zhanyuan), Mr. Shen Zhongying, Mr. Wu Daqi and Ms. Zhang Nan, being independent non-executive Directors.

• The Company is registered as a non-Hong Kong company under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) under its Chinese name and the English name “China Shipping Container Lines Company Limited”.

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