COSCO SHIPPING Development Co., Ltd. — Proxy Solicitation & Information Statement 2016

Dec 13, 2016

中遠海運發展股份有限公司 COSCO SHIPPING Development Co., Ltd. *

(Formerly known as 中海集裝箱運輸股份有限公司 China Shipping Container Lines Company Limited)

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

(Stock code: 02866) REVISED FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 28 DECEMBER 2016

No. of H Shares to which this Revised Form of Proxy relates[1]

I/We[2]

of being shareholder(s) of COSCO SHIPPING Development Co., Ltd. (the “ Company* ”) hereby appoint[3] the Chairman of the EGM (as defined below)

or

of

as28in2016respectmy/ourDecember(the of“proxy Supplemental the2016resolutionsto (orattend,at any Notice actsetadjournmentandout of votein EGM thefornotice”)thereof)me/usas hereunderof andtheat HolidayEGMon my/ourindicateddatedInn behalfShanghai11and,NovemberatiftheJinxiu,no extraordinarysuch2016No.indication(the399“ Original Jinzungeneralis given,Road,meeting Notice asPudongmy/our of of EGM theNew Area,proxyCompany”) andthinkstheShanghai,(thesupplementalfit.“ EGM the”)People’stonoticebe heldofRepublictheat 2:30EGMofp.m.datedChinaon13(theWednesday,December“ PRC ”)

Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 13 December 2016 (the “ Circular ”).

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS			For4	Against4	Abstain4	Abstain4
1.	To consider and approve the resolution in relation to the proposed amendments to the Rules of Procedure of					the
	Shareholders’ General Meeting of the		Company.
2.	To approve, confirm and ratify	the resolutions in relation to the Relevant Continuing Connected Transactions:#
2.1	To approve, confirm and ratify the Master Vessel Charter Agreement, the transactions contemplated thereunder, its proposed annual caps and the grant of authorisation to the Directors in connection therewith.#
2.2	To approve, confirm and ratify the Master Operating Lease Services Agreement, the transactions contemplated thereunder, its proposed annual caps and the grant of authorisation to the Directors in connection therewith.#
2.3	To approve, confirm and ratify the Master Finance Lease Services Agreement, the transactions contemplated thereunder, its proposed annual caps and the grant of authorisation to the Directors in connection therewith.#
2.4	To approve, confirm and ratify the Master Factoring Services Agreement, the transactions contemplated thereunder, its proposed annual caps and the grant of authorisation to the Directors in connection therewith.#
2.5	To approve, confirm and ratify the Master Vessel Services Agreement, the transactions contemplated thereunder, its proposed annual caps and the grant of authorisation to the Directors in connection therewith.#
2.6	To approve, confirm and ratify the Master Containers Services Agreement in respect of the provision of products
	and services by the CS Group contemplated thereunder, its proposed annual caps and the to the Directors in connection therewith.#				grant of authorisation
2.7	To approve, confirm and ratify the Master Containers Services Agreement in respect of the provision of products
	and services to the CS Group contemplated thereunder, its proposed annual caps and the to the Directors in connection therewith.#				grant of authorisation
2.8	To approve, confirm and ratify the Master Financial Services Agreement, the transactions contemplated thereunder, its proposed annual caps and the grant of authorisation to the Directors in connection therewith.#
2.9	To approve, confirm and ratify the Florens Finance Financial Services Agreement, the transactions contemplated thereunder, its proposed annual caps and the grant of authorisation to the Directors in connection therewith.#
2.10	To approve, confirm and ratify the		Master CS Finance Financial Services Agreement, the transactions
	contemplated thereunder, its proposed therewith.#		annual caps and the grant of authorisation to the Directors in connection

Date:

Signature(s)[5] :

Notes:

1. Please insert the number of H Shares to which this Revised Form of Proxy relates, which must not exceed the number of H Shares registered in your name(s). If no number is inserted, this Revised 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) and registered address(es) in BLOCK LETTERS .

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

4. PLEASEIMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE INDICATE WITH A “INDICATE WITH A “ � ” IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN � ” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION,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 EGM other than those referred to in the notice convening the EGM.

5. This Revised 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 Revised 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. If a proxy attends the EGM on behalf of you, he/she should produce his/her identity card and the Revised Form of Proxy signed by you or your legal representative or your duly authorised attorney, and specify the date of its issuance. If you are a legal person and appoint your 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 licence issued by such legal person.

7. Where there are joint registered holders of any Share, only the person whose name stands first on the Register of Members in respect of such Share may vote at the EGM, either personally or by proxy, in respect of such Share as if he were solely entitled thereto.

8. To be valid, for H Shareholders, this Revised Form of Proxy, and if the Revised 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 at Shops 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.

9. For more information in relation to the above proposed resolutions, please refer to the announcement of the Company dated 5 December 2016 and the Circular.

10. If you have not lodged the First Form of Proxy sent together with the Original EGM Notice in accordance with the instructions printed thereon with Computershare, you are requested to complete and return this Revised Form of Proxy to Computershare not less than 24 hours before the time for holding the EGM or any adjournment thereof, if you wish to appoint proxies to attend the EGM on your behalf. In this case, the First Form of Proxy should not be lodged with Computershare.

11. If you have already lodged the First Form of Proxy in accordance with the instructions printed thereon with Computershare, you should note the following:

12. (i) If no Revised Form of Proxy is lodged with Computershare, the First Form of Proxy will be treated as a valid form of proxy lodged by you if correctly completed. The proxy appointed under the First Form of Proxy will be entitled to vote in his or her discretion or abstain from voting on any resolutions properly put to the EGM, other than those referred to in the Original Notice of EGM and the First Form of Proxy, including the additional resolutions set out in the Supplemental Notice of EGM.

13. (ii) If the Revised Form of Proxy is lodged with Computershare in accordance with the instructions printed thereon not less than 24 hours before the time for holding the EGM or any adjournment thereof, the Revised Form of Proxy will revoke and supersede the First Form of Proxy previously lodged by you. The Revised Form of Proxy will be treated as a valid form of proxy lodged by you if correctly completed.

14. (iii) If the Revised Form of Proxy is lodged after 24 hours before the time for holding the EGM or any adjournment thereof, the Revised Form of Proxy will be deemed invalid. It will not revoke the First Form of Proxy previously lodged by you. The First Form of Proxy will be treated as a valid form of proxy lodged by you if correctly completed. The proxy appointed under the First Form of Proxy will be entitled to vote in his or her discretion or abstain from voting on any resolutions properly put to the EGM, other than those referred to in the Original Notice of EGM and the First Form of Proxy, including the additional resolutions set out in the Supplemental Notice of EGM.

15. Completion and return of the First Form of Proxy and/or Revised Form of Proxy will not preclude you from attending in person and voting at the EGM or any adjournment thereof should you so wish. # The full text of the resolution is set out in the Original Notice of EGM and the Supplemental Notice of EGM.

16. 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 “COSCO SHIPPING Development Co., Ltd.”.