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COSCO SHIPPING Development Co., Ltd. Proxy Solicitation & Information Statement 2012

Oct 19, 2012

50782_rns_2012-10-19_eee64fa4-a4b1-410f-9ea7-23485600cb81.pdf

Proxy Solicitation & Information Statement

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==> picture [268 x 77] intentionally omitted <==

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

(Stock code: 02866)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 5 DECEMBER 2012

No. of H shares to which this form of proxy relates[1]

I/We[2]

of

being shareholder(s) of China Shipping Container Lines Company Limited (the “ Company ”) hereby appoint[3] the Chairman of the Meeting (as defined below) or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at 2:00 p.m. on Wednesday, 5 December 2012 at the conference room of China Shipping Shanghai Yangshan International Container Storage & Transportation Co., Ltd., No. 156 Jiechang Road, Lingang Logistics Area, Pudong New District, Shanghai, the People’s Republic of China (the “ PRC ”) (see Note A) (the “ Meeting ”) as hereunder indicated in respect of the resolution set out in the notice convening the Meeting, and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS (see Note A) For4 Against4 Abstain4
Resolutions in relation to the Continuing Connected Transactions and the
Major Transactions
1. the proposed revised annual cap for the year ending 31 December
2012 for the transactions in respect of the products and services
provided to the Group under the Master Supply Agreement, details
of which are set out in the Circular, be and is hereby approved
2. 2.1 the transactions in respect of products and services to be
provided to the Group under the Master Supply Agreement,
and their proposed annual caps for each of the three years
ending 31 December 2013, 2014 and 2015, details of which
are set out in the Circular, be and are hereby approved
2.2 the transactions in respect of services to be provided to the
Group under the First Master Liner and Cargo Agency
Agreement, and their proposed annual caps for each of the
three years ending 31 December 2013, 2014 and 2015,
details of which are set out in the Circular, be and are
hereby approved
2.3 the transactions in respect of services to be provided to the
Group under the First Master Loading and Unloading
Agreement and Second Master Loading and Unloading
Agreement, and their proposed annual caps for each of the
three years ending 31 December 2013, 2014 and 2015,
details of which are set out in the Circular, be and are
hereby approved
2.4 the transactions in respect of containers to be purchased by
the
Group
under
the
Revised
Master
Provision
of
Containers Agreement, and their proposed annual caps for
each of the three years ending 31 December 2013, 2014 and
2015, details of which are set out in the Circular, be and are
hereby approved
2.5 the transactions in respect of maximum daily outstanding
balance of deposits (including accrued interest and handling
fee) to be placed by the Group with CS Finance Company
under the Financial Services Framework Agreement, and
their proposed annual caps for each of the three years
ending 31 December 2013, 2014 and 2015, details of which
are set out in the Circular, be and are hereby approved
ORDINARY RESOLUTIONS (see Note A) For4 Against4 Abstain4
2.6 the transactions in respect of maximum daily outstanding
balance of loans (including accrued interest and handling
fee) to be granted by CS Finance Company to the Group
under the Financial Services Framework Agreement, and
their proposed annual caps for each of the three years
ending 31 December 2013, 2014 and 2015, details of which
are set out in the Circular, be and are hereby approved
2.7 the transactions in respect of settlement services to be
provided
to
the
Group
under
the
Financial
Services
Framework Agreement, and their proposed annual caps for
each of the three years ending 31 December 2013, 2014 and
2015, details of which are set out in the Circular, be and are
hereby approved
2.8 the Board be and is hereby authorised to do all such further
acts and things and execute all such further documents and
take all such steps which, in its absolute discretion, to
implement and/or give effect to the matters contemplated
under the abovementioned resolutions
Resolutions in relation to the Appointment of New Non-executive Director
3. the appointment of Mr. Ding Nong (“Mr. Ding”) as a non-executive
Director with effect from the conclusion of the EGM until the
conclusion of the annual general meeting of the Company for the
year 2012, i.e. on or around June 2013 be and is hereby approved
SPECIAL RESOLUTIONS(see Note A) For6 Against6 Abstain6
Resolutions in relation to the Proposed Amendments to the Articles of
Association
4. (a) the proposed amendments to the Articles of Association,
details of which are set out in the Circular, be and is hereby
approved
(b) the Board be and is hereby authorised to deal with, in its
absolute discretion, all matters relating to the proposed
amendments to the Articles of Association

Note A: Unless otherwise defined herein, the terms used herein shall have the same meanings as defined in the notice to the shareholders of the Company dated 19 October 2012.

* 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”.

Date: Signature(s)[5] :

Notes:

  1. Please insert the number of H shares to which this form of proxy relates, which must not exceed the number of H shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the H shares in the capital of the Company registered in your name(s).

  2. Please insert the full name(s) (in Chinese or in English, as shown in the register of members of the Company) and registered address(es) in BLOCK LETTERS .

  3. If any proxy other than the Chairman of the Meeting is preferred, please delete the words “the Chairman of the Meeting (as defined below) 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 at the Meeting. The proxy need not be a shareholder of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON(S) WHO SIGN(S) IT .

  4. 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, PLEASE INDICATE WITH A “ ” IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE INDICATE WITH A “ ” IN THE BOX MARKED “ABSTAIN” . The shares abstained will be counted in the calculation of the required majority. 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 resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

  5. 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 common 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.

  6. Where there are joint registered holders of any share, only the person whose name stands first on the register of members of the Company 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.

  7. To be valid, for holders of H shares, this 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 power of attorney or other authority, must be delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the Meeting or any adjournment thereof in order for such documents to be valid.