COSCO SHIPPING Development Co., Ltd. — Proxy Solicitation & Information Statement 2015

Dec 17, 2015

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(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 MONDAY, 1 FEBRUARY 2016

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 10:00 a.m. on Monday, 1 February 2016 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New Area, Shanghai, the People’s Republic of China (the “ PRC ”) (see Note A) (the “ Meeting ”) as hereunder indicated in respect of the resolutions set out in the notice convening the Meeting (the “ EGM Notice ”), and, if no such indication is given, as my/our proxy thinks fit.

			SPECIAL RESOLUTIONS (see Note A)	SPECIAL RESOLUTIONS (see Note A)				For4			Against4	Against4	Against4		Abstain4	Abstain4
1.	THATthe proposed material assets restructuring plan of			the Group (the “Restructuring”) be and is here by
	approved, ratified and confirmed, including the following:
	(1)	the Restructuring comprising the following two parts: (a) the disposal of the Sales Equity pursuant
		to the Equity Sales Agreements; (b) the acquisition of the Financial Equity pursuant to the Equity
		Acquisition Agreements;
	(2)	the specific transactions to be entered into under the Restructuring
		a. transactions in relation to the sale of equity interests in certain subsidiaries and associate
		companies of CS Container contemplated under the CS Agency Sales Agreement, the
		Universal	Shipping Sales Agreement, the Golden Sea Sales				Agreement, the CSSP Equity
		Sales Agreement, the Golden Sea Equity Sales Agreement, the CS Onshore Agency Sales
		Agreement and the Shenzhen Agency Sales Agreement;
		b. transactions in relation to the sales of 49% equity interests				in	CS Ports contemplated under
		the CS Ports Sales Agreement;
		c. transactions in relation to the acquisition of 100% equity interests in CS Investment
		contemplated under the CS Investment		Acquisition Agreement;
		d. transactions in relation to the acquisition of 100%			equity interests in CS Leasing
		contemplated under the CS Leasing Acquisition Agreement;
		e. transactions in relation to the acquisition of 40%			equity interests in CS Finance
		contemplated under the CS Finance Equity Acquisition Agreement;
		f. transactions in relation to the acquisition of 13.67% equity				interests in CBHB contemplated
		under the	CBHB Equity Acquisition Agreement;
		g. transactions in relation to the acquisition of 100%			equity interests in Dong Fang
		International contemplated under the Dong Fang International Acquisition Agreement;
		h. transactions in relation to the acquisition of 100% equity				interests in CS Nauticgreen and
		Helen Insurance contemplated under the CS Financial Assets Acquisition Agreement;
		i. transactions in relation to the acquisition of 100% equity interests in Long Honour
		contemplated under the Long Honour Acquisition Agreement;
		j. transactions in relation to the acquisition of 100% equity interests in Florens contemplated
		under the	Florens Acquisition Agreement; and
		k. transactions in relation to the capital increase for a 17.53% equity interest in COSCO
		Finance contemplated under the COSCO Finance Capital				Increase Agreement;
	(3)	the abovementioned authorization shall be effective for 12 months				from the date of its approval by
		the general meeting, provided that if the Company obtains all approvals for the Restructuring during
		the period the authorization remains effective, the effective			period of the authorization shall
		automatically be extended until the completion		date of the Restructuring.
2.	THATit be and is hereby confirmed that the transactions			between CS Company and the Group contemplated
	under the Restructuring constitute connected transactions pursuant to laws and regulations.
3.	THAT the Report (Draft) in Relation to Major Asset Disposal and Major Asset Acquisition And Connected
	Transactions of China Shipping Container Lines Company Limited (《中海集裝箱運輸股份有限公司重大資
	產出售和重大資產購買暨關聯交易報告書(草案)》) and its summary be				and are hereby approved, ratified
	and confirmed.
4.	THAT the agreements in relation to the Restructuring (the “Agreements”)						be and are hereby approved,
	ratified and confirmed.

5.	5.	THAT the Assets Lease Framework Agreement and the transactions and the	THAT the Assets Lease Framework Agreement and the transactions and the	THAT the Assets Lease Framework Agreement and the transactions and the	THAT the Assets Lease Framework Agreement and the transactions and the	proposed annual caps	proposed annual caps
		contemplated thereunder be and		are hereby approved, ratified and	confirmed.
6.		THAT it be and is hereby confirmed that the Restructuring complies with all relevant laws and regulations.
7.		THATit be and is hereby confirmed that the Restructuring complies with Rule 4 of the Provisions on Issues
		Concerning Regulating the Material Asset Reorganizations of Listed Companies (《關於規範上市公司重大
		資產重組若干問題的規定》).
8.		THAT the accountants’ reports	issued by the accountants appointed by the Company and the valuation
		reports issued by the valuer appointed by the Company, in relation to the subject entities of the transactions
		contemplated under the Restructuring be and are hereby approved.
9.		THATit be and is confirmed that the valuer for the Restructuring is			independent, the valuation assumptions
		are reasonable, the valuation method and purpose are relevant and			the valuation is fair.
10.		THATit be and is confirmed that the legal procedures for the Restructuring are complete and in compliance
		and the legal documents submitted in connection therewith are valid.
11.		THAT the Board of the Company be and is hereby authorized for and on behalf of the Company to do all
		such things and exercise all powers which he considers necessary, desirable or expedient in connection with
		the Agreements and otherwise	in connection with the implementation of the transactions contemplated
		therein.
12.		THAT the provision of financial assistance to the Company by			CS Company for the purpose		of the
		acquisition of the Financial Equity be and is hereby approved.
		ORDINARY RESOLUTION (see Note A)					For4		Against4	Abstain4
13.		THATthe Financial Services Provision Framework Agreement and the transactions and the proposed annual
		caps contemplated thereunder be and are hereby approved, ratified			and confirmed.

Note A: Unless otherwise defined herein, the terms used herein shall have the same meanings as defined in the EGM Notice.

• The Company is a registered non-Hong Kong company as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and it is registered under its Chinese name and under the English name “China Shipping Container Lines Company Limited.

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. Any vote which is not filled or filled wrongly or with unrecognizable writing or not cast will be counted as “Abstained”. 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.