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

Nov 1, 2016

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)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 16 DECEMBER 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 (and any adjournment thereof) (the “ Meeting ”) to be held at 2:30 p.m. on Friday, 16 December 2016 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New Area, Shanghai, the People’s Republic of China (the “ PRC ”) as hereunder indicated in respect of the resolutions set out in the notice of the Meeting dated 1 November 2016 (the “ Notice ”), and, if no such indication is given, as my/our proxy thinks fit.

Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Notice.

	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS				For4	Against4	Abstain4
1.	To consider and approve the resolution in relation to the proposed
	non-public issuance of not more than 3,278,688,524 A Shares by the
	Company to not more than 10 specific target subscribers, including
	China Shipping under the Proposed Non-public		Issuance of A Shares:
	(i) class and par value of shares to be issued;
	(ii) method and time of issuance;
	(iii) target subscribers;
	(iv) Price Determination Date, issue price and pricing principles;
	(v) number of A Shares to be issued and method of subscription;
	(vi) lock-up period;
	(vii) place of listing of the A Shares to be issued;
	(viii) use of proceeds;
	(ix) distribution of profit prior to the Proposed			Non-public Issuance
	of A Shares; and
	(x) validity period of resolution.
2.	To consider and approve the resolution in relation to the “Proposal in
	respect of the Proposed Non-public Issuance of			A Shares”.
3.	To consider and approve the resolution in relation to the “Feasibility
	Report on the Use of Proceeds from the Proposed Non-public Issuance
	of A Shares”.
4.	To consider and approve the	resolution in		relation to the CS
	Subscription Agreement dated 11 October 2016			entered into between
	the Company and China Shipping.
5.	To consider and approve the	resolution in		relation to the CS
	Subscription constituting a connected transaction under the relevant
	PRC laws and regulations.
6.	To consider and approve the resolution in relation to the waiver of
	China Shipping’s obligation to make a general		offer of the securities
	of the Company as a result of the CS Subscription under the relevant
	PRC laws and regulations.
7.	To consider and approve the resolution in relation to the Proposed
	Amendments to the Articles of Association.

		SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS		For4	Against4	Abstain4	Abstain4
	8.	To consider and approve the resolution in relation to the Special Deal.
	9.	To consider and approve	the resolution in relation to the				Specific
		Mandate.
	10.	To consider and approve the resolution in relation to the authorisation
		to the Board and any person authorised by the Board to handle all
		matters in connection with		the Proposed Non-public Issuance of A
		Shares.
		ORDINARY RESOLUTIONS						For4	Against4	Abstain4
	11.	To consider and approve the resolution in relation to the satisfaction
		of the criteria for non-public issuance of A				Shares by the Company.
	12.	To consider and approve the resolution in relation to the exemption
		from the preparation of a	report on the utilisation of proceeds from
		previous fund raising.
	13.	To consider and approve the resolution in relation to the Shareholders’
		Return Plan.
	14.	To consider and approve the resolution in relation to the “Remedial
		Measures regarding Dilution on Current Returns and the Impact on the
		Company’s Major Financial Indicators by				the Proposed Non-public
		Issuance of A Shares”.
	15.	To consider and approve	the resolution in relation to the relevant
		undertakings by the Company’s controlling shareholders,					Directors
		and senior management	with regards to			the remedial	measures
		regarding dilution on current returns by the Proposed Non-public
		Issuance of A Shares.
	16.	To consider and approve the resolution in relation to the Whitewash
		Waiver.

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 H Shareholders, 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 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 Meeting or any adjournment thereof in order for such documents to be valid.

8. 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”.