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

Jul 22, 2016

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 and 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 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 Limited.

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

(Stock code: 02866)

(1) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR (2) PROPOSED CHANGE OF COMPANY NAME AND

(3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The EGM of China Shipping Container Lines Company Limited will be held at 2:30 p.m. on Tuesday, 6 September 2016 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New Area, Shanghai, the PRC.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. For holder of H Shares, the proxy form should be returned to Computershare Hong Kong Investor Services Limited by hand or by post not less than 24 hours before the time appointed for holding the EGM or any adjourned meeting thereof.

Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to Directorate Secretary Office of the Company not later than 20 days before the date of the EGM, i.e. no later than Wednesday, 17 August 2016.

• 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”.

23 July 2016

CONTENTS

			Pages
DEFINITIONS		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **		THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I	–	COMPARISON CHART OF AMENDMENTS TO THE
		ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . .	8

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DEFINITIONS

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

• “AoA Amendments” the proposed amendments to relevant articles in the Articles of Association, details of which are set out in this circular

• “Articles of Association” the articles of association of the Company, as revised and amended from time to time

• “Board” the board of directors of the Company

• “Change of Company Name” the proposed change of the Chinese name and English name of the Company, details of which are set out in this circular

• “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

• “Directors” the directors of the Company

• “EGM” the extraordinary general meeting of the Company to be convened at 2:30 p.m. on Tuesday, 6 September 2016 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New Area, Shanghai, the PRC

• “Group” the Company and its subsidiaries

• “Hong Kong” Hong Kong Special Administrative Region of the PRC

• “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange

• “PRC” the People’s Republic of China which for the purposes of this circular excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended and supplemented from time to time

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DEFINITIONS

“Shareholder(s)” the shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary” has the meaning ascribed thereto under the Listing Rules

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LETTER FROM THE BOARD

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

(Stock code: 02866)

Executive Directors: Ms. Sun Yueying Mr. Wang Daxiong Mr. Liu Chong Mr. Xu Hui

Non-executive Directors: Mr. Yang Jigui Mr. Feng Boming Mr. Huang Jian

Independent non-executive Directors: Mr. Cai Hong Ping Mr. Tsang Hing Lun Ms. Hai Chi Yuet Mr. Graeme Jack

Legal address in the PRC: Room A-538 International Trade Center China (Shanghai) Pilot Free Trade Zone Shanghai The PRC Principal place of business in the PRC: Maritime Research Building 628 Minsheng Road Pudong New Area Shanghai The PRC

Principal place of business in Hong Kong: 31/F, Tower 2 Kowloon Commerce Centre 51 Kwai Cheong Road Kwai Chung New Territories Hong Kong

23 July 2016

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR (2) PROPOSED CHANGE OF COMPANY NAME AND

(3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

I. INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the EGM for (1) the proposed appointment of non-executive Director; (2) the proposed change of the name of the Company; and (3) the proposed amendments to the Articles

• 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”.

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LETTER FROM THE BOARD

of Association. This circular together with the notice of EGM contain all information reasonably necessary to enable the Shareholders to make informed decisions as to whether to vote for or against the resolutions to be proposed at the EGM.

ORDINARY RESOLUTION:

I. PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 22 July 2016 in relation to the proposed appointment of Director. An ordinary resolution will be proposed at the EGM to consider and approve the appointment of Mr. Chen Dong (“ Mr. Chen ”) as a non-executive Director.

Biographical details of Mr. Chen are set out as follows:

Mr. Chen Dong (陳冬) , born in 1974, currently serves as the deputy general manager of financial management department of China COSCO Shipping Corporation Limited. Mr. Chen consecutively served as deputy general manager and general manager assistant of finance department of China Shipping Development Company Limited Oil Tanker Company (中海發 展股份有限公司油輪公司). He had served as the vice director of the risk management centre of corporation management department of China Shipping (Group) Company (“ China Shipping ”) from March 2009; served as the deputy director of finance section of planning and finance department and the senior manager of finance and taxation management office of China Shipping from January 2012; served as the general manager assistant of finance department of China Shipping from December 2012; and served as the deputy general manager of finance department of China Shipping from May 2014. Mr. Chen has served as the deputy general manager of financial management department of China COSCO Shipping Corporation Limited since January 2016. Mr. Chen graduated from Shanghai Maritime University in 1998 majoring in international finance. He obtained a master’s degree in economics from Shanghai University of Finance and Economics in 2007. He is a senior accountant.

Save as disclosed above, Mr. Chen does not hold any other positions in the Company and/or its subsidiaries. Save as disclosed above, so far as the Directors are aware, Mr. Chen has not held any directorships in any listed public companies in the last three years. Furthermore, Mr. Chen does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company, nor does he have any interests in the shares of the Company within the meaning of Part XV of the SFO. Subject to the approval by the Shareholders of his appointment as a non-executive Director, Mr. Chen will enter into a service contract with the Company for a term of service running from the date of his appointment until the end of the term of the current session of the Board. Pursuant to such proposed service contract, Mr. Chen will not receive any remuneration from the Company.

Save as disclosed above, there are no other matters relating to Mr. Chen that need to be brought to the attention of the Shareholders nor is there any information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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LETTER FROM THE BOARD

SPECIAL RESOLUTIONS:

II. PROPOSED CHANGE OF COMPANY NAME

Reference is made to the announcement of the Company dated 3 July 2016 in relation to the proposed change of Company name and amendments to the Articles of Association.

As the major asset restructuring and relevant resolutions have been approved at the extraordinary general meeting of the Company held on 1 February 2016, through such major asset restructuring, the Company is expected to transform from a container liner operator into an integrated financial services platform with leasing businesses such as vessel leasing, container leasing and non-shipping leasing as core and shipping financing as feature.

In order to be consistent with the Company’s future strategic positioning, business characteristics and identity as a group member of China COSCO Shipping Corporation Limited, it is proposed to change the name of the Company and amend relevant articles in the Articles of Association. Details are as follows:

The Board proposes to change the Chinese name of the Company from “中海集裝箱運輸 股份有限公司” to “中遠海運發展股份有限公司”, and to change the English name of the Company from “China Shipping Container Lines Company Limited” to “COSCO SHIPPING Development Co., Ltd.”. The new name of the Company has been pre-approved by the State Administration for Industry and Commerce.

The Board proposes to amend Articles 1.3 and 26.4 in the Articles of Association. For details of the proposed amendments, please refer to Appendix I to this circular.

The proposed Change of Company Name will not affect any of the rights of the Shareholders. Save for the change of stock short name to be announced by the Company, the trading arrangements for the H shares of the Company (the “ H Shares ”) on the Stock Exchange will not be affected. The existing share certificates of the Company in issue bearing the existing name of the Company shall continue to be effective and as documents of title to the H Shares and will continue to be valid for trading, settlement, and registration purposes. Accordingly, there will not be any arrangement for free exchange of existing share certificates of the Company for new share certificates under the new name of the Company. Upon the proposed Change of Company Name becoming effective, all new share certificates will be issued in the new name of the Company.

III. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 22 July 2016 in relation to the proposed amendments to the Articles of Association. To further improve the corporate governance of the Company, the Board has resolved to make certain amendments to the Articles of Association in accordance with requirements under laws, regulations and rules including the PRC Company Law, and the Code of Corporate Governance for Listed Companies and the Guidelines for Articles of Association of Listed Companies issued by China Securities Regulatory Commission. For details of the proposed amendments, please refer to Appendix I to this circular.

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LETTER FROM THE BOARD

The proposed Change of Company Name and AoA Amendments will be subject to the following conditions:

• (a) the passing of special resolutions by the Shareholders at the EGM to approve the proposed Change of Company Name and AoA Amendments; and

• (b) the obtaining of all relevant approvals, authorisations, licenses and consents from the relevant governmental authorities, and the completion of all filings and registration procedures in the PRC in relation to the proposed Change of Company Name and AoA Amendments.

The proposed Change of Company Name and AoA Amendments will take effect after satisfaction of the conditions mentioned above. Thereafter, the Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong. The Board also propose to the EGM to grant authorisation to the Board in turn to authorise the management of the Company to handle the approval and filing procedures with relevant regulatory authorities relating to the proposed Change of Company Name and AoA Amendments.

IV. EGM

A notice convening the EGM to be held at 2:30 p.m. on Tuesday, 6 September 2016 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New Area, Shanghai, the PRC for the Shareholders to consider and, if thought fit, approve (1) the proposed appointment of non-executive Director; (2) the proposed change of the name of the Company; and (3) the proposed amendments to the Articles of Association has been despatched to the Shareholders on 23 July 2016. To the best knowledge of the Directors, none of the Shareholders is required to abstain from voting on any of the resolutions at the EGM.

V. RECOMMENDATION

The Board considers that the resolutions in respect of (1) the proposed appointment of non-executive Director; (2) the proposed change of the name of the Company; and (3) the proposed amendments to the Articles of Association are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders should vote in favour of these resolutions at the EGM. None of the Directors should abstain from voting on these resolutions.

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LETTER FROM THE BOARD

VI. 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.

By Order of the Board China Shipping Container Lines Company Limited Yu Zhen

Joint Company Secretary

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COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Current articles

Amendments

Chapter I General Provisions

Chapter I General Provisions

Article 1.2 The Company was established as a Article 1.2 The Company was established as a limited company in accordance with the limited company in accordance with the “Company Law”, “Securities Law”, “Special “Company Law”, “Securities Law”, “Special regulations of the State Council regarding regulations of the State Council regarding overseas placement and listing of companies overseas placement and listing of companies limited” (hereinafter referred to as the “special limited” (hereinafter referred to as the “special regulation” and other laws and regulations of regulation” and other laws and regulations of the state. the state. As approved by the SASAC on February 5, As approved by the SASAC on February 5, 2004 through its document GZGG 2004 No. 2004 through its document GZGG 2004 No. 49, and set up by China Shipping (Group) 49, and set up by China Shipping (Group) Corporation as the exclusive sponsor through Corporation as the exclusive sponsor through sponsorship, the Company is registered with sponsorship, the Company is registered with Shanghai Administration for Industry and Shanghai Administration for Industry and Commerce on March 3, 2004 and obtains its Commerce on March 3, 2004 and obtains its business license. The current registration business license. The current registration number of the Company’s Legal Person number of the Company’s Legal Person Business License is: Qiguhu Zongzidi 038432 Business License and its Unified Social (municipality bureau). Credibility Code is: 91310000759579978L .

As approved by the SASAC on February 5, 2004 through its document GZGG 2004 No. 49, and set up by China Shipping (Group) Corporation as the exclusive sponsor through sponsorship, the Company is registered with Shanghai Administration for Industry and Commerce on March 3, 2004 and obtains its business license. The current registration number of the Company’s Legal Person Business License is: Qiguhu Zongzidi 038432 (municipality bureau).

Before the first issue of H Shares, the Company had China Shipping (Group) Corporation as its shareholder, and the shares held by it were stated-owned legal entity shares.

Before the first issue of H Shares, the Company had China Shipping (Group) Corporation as its shareholder, and the shares held by it were stated-owned legal entity shares.

Article 1.3 Name of the Company as registered Chinese name: 中海集裝箱運輸股份有限公 司

Article 1.3 Name of the Company as registered Chinese name: 中遠海運發展股份有限公 司

English name: China Shipping Container Lines Company Limited

Chapter VIII General meeting

Article 8.18 The Board of Directors, independent directors and qualified P General shareholders may collect votes from shareholders of the Company at a general meeting. The public collection of votes of shareholders of the listed company shall comply with the provisions of the relevant regulatory authority and the stock exchange on which the Company’s shares are listed.

English name: COSCO SHIPPING Development Co., Ltd.

Chapter VIII General meeting

Article 8.18 The Board of Directors, independent directors and qualified P General shareholders may collect votes from shareholders of the Company at a general meeting. The public collection of votes of shareholders of the listed company shall comply with the provisions of the relevant regulatory authority and the stock exchange on which the Company’s shares are listed. While collecting votes of shareholders, sufficient disclosure of information such as the specific voting preference shall be made to the shareholders from whom voting rights are being collected. No consideration or other form of de facto consideration shall be involved in the collection of voting rights from shareholders. The Company shall not impose any limitation related to minimum shareholdings on the collection of voting rights.

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COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article 8.24 A shareholder (including his proxy(ies)) shall exercise his voting right in respect of the number of voting shares held by him, with each share having one vote except otherwise provided in Article 10.4 of the Articles of Association concerning accumulative voting on election of directors. The Company has no voting right for the shares it holds, and such part of shares shall be excluded from the total number of voting shares represented by the shareholders attending the general meeting.

Article 8.24 A shareholder (including his proxy(ies)) shall exercise his voting right in respect of the number of voting shares held by him, with each share having one vote except otherwise provided in Article 10.4 of the Articles of Association concerning accumulative voting on election of directors. The Company has no voting right for the shares it holds, and such part of shares shall be excluded from the total number of voting shares represented by the shareholders attending the general meeting.

Where material issues affecting the interests of small and medium investors are being considered in the general meeting, the votes by small and medium investors shall be counted separately to the extent technically feasible. The separate counting results shall be publicly disclosed in a timely manner.

The Company shall, subject to the general meetings being legally and validly held and in accordance with requirements under laws, administrative regulations, regulatory rules and these Articles of Association, make it convenient for the shareholders to attend the general meetings through various means, including using modern information technology to establish an online voting platform in priority to the extent technically feasible. The controlling shareholder and actual controller of the Company shall not limit or hinder small and medium investors from exercising their voting rights in accordance with laws, and shall not damage legal rights of the Company and small and medium investors.

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COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Chapter XXVI Interpretation and definition of the articles of association

In Article 26.4 of the Articles of Association, which originally reads as: ““Domicile of the Company” refers to Fl.27, 450, Fushan Road, Pudong New Area, Shanghai” is proposed to be amended as: “ “Domicile of the Company” refers to Room A-538, International Trade Center, China (Shanghai) Pilot Free Trade Zone ”; which originally reads as: ““Company” refers to the Company of China Shipping Container Lines Company Limited” is proposed to be amended as: “ “Company” refers to the Company of COSCO SHIPPING Development Co., Ltd. ” Other definitions in this article shall remain unchanged.

Others

All references to “China Shipping Container Lines Company Limited” in the Articles of Association such as cover and headings shall be amended to “COSCO SHIPPING Development Co., Ltd.”

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