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

Mar 23, 2016

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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 TUESDAY, 10 MAY 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 2:30 p.m. on Tuesday, 10 May 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) For4 Against4 Abstain4 To approve the amendments to the Articles of Association of the Company. ORDINARY RESOLUTIONS (see Note A) Cumulative voting (Note 8) (Please insert the number of votes) 2.1 To approve the appointment of Ms. Sun Yueying as an executive Director of the Company. 2.2 To approve the appointment of Mr. Wang Daxiong as an executive Director of the Company. 2.3 To approve the appointment of Mr. Liu Chong as an executive Director of the Company.
	1.
	2.

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 24 March 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.

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:PLEASE INDICATE WITH A “IF YOU WISH TO VOTE � ” IN THEFOR ANY RESOLUTION,BOX MARKED “AGAINST”.PLEASEIF YOU WISH TO ABSTAININDICATE WITH A “ � ” IN THEFROM VOTINGBOX MARKEDON ANY RESOLUTION,“FOR”. IF YOU WISH TO VOTE AGAINST 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.

8. IMPORTANT:

9. (a) Pursuant to the articles of association of the Company, voting at the Meeting in respect of resolutions No. 2.1 to 2.3 in relation to the appointment of executive directors shall be conducted by way of cumulative voting. In respect of these resolutions, you are entitled to a number of votes equivalent to the number of shares held by you multiplying the number of the director candidates. When you fill in the “cumulative voting” space, please fill in them in accordance with the following instructions:

10. (b) In relation to resolutions No. 2.1 to 2.3, for every share held by you, you will have the same number of voting rights which equals to the number of directors to be elected. For instance, if you are holding 1 million shares and 3 directors will be elected at this Meeting, the aggregate number of votes which you will have will be 3 million (i.e. 1 million shares x 3 = 3 million voting shares) for resolutions No. 2.1 to 2.3.

11. (c) No ballot will be cast “For”, “Against” or “Abstain” in cumulative voting. You are requested to fill in the corresponding voting right in the “cumulative voting” column against the name of each candidate.you mark “The�” inlowestthe blankvotesagainstwill bethenil nameand theof highesteach candidate,will be theit willmaximumbe deemedvotingtorightcast yourundertotaleachvotingresolutionrightandequallyunnecessarilyamongst thethe correspondingintegral multiplescandidates.of the number of shares held by you. If

12. (d) Please note that you may either cast all your votes to one of the proposed director candidates, or cast them equally or diversely to more than one of the proposed director candidates. For example, if you are holding 1 million shares, the number of votes you have regarding the resolutions No. 2.1 to 2.3 is 3 million. You may choose to cast every 1 million votes out of the total 3 million votes equally among the 3 candidates or to cast all your votes (3 million) on one candidate; or to cast 1.5 million votes on candidate A, cast 1 million votes on candidate B, and cast 0.5 million votes on candidate C, etc.

13. (e) The total number of your votes cast on the 3 candidates shall not exceed the aggregate number of votes to which you are entitled. However, if the total number of your votes exceeds the aggregate number of votes to which you are entitled but if your votes are cast to only one candidate, the ballot will be deemed valid and will be counted as the maximum voting right held by you.

14. (f) Please note that when the total votes cast by you on some candidate directors exceeds the total votes to which you are entitled, all the votes cast will become invalid and be regarded as abstain votes; when the total votes cast by you for some candidate directors are less than the total votes to which you are entitled, the votes are valid and the remaining votes will be regarded as abstain votes. For example, if you are holding 1 million shares, the total number of your votes which may be cast on the resolutions No. 2.1 to 2.3 is 3 million: (i) if you fill in the “cumulative voting” space under a particular candidate director with “3 million shares”, you have used up all the votes to which you are entitled, which results in you having no votes for the other candidate director(s). In this case, should you fill in the blanks under the relevant resolutions of the other candidate director(s) with any number of shares (other than 0), all your votes on resolutions No. 2.1 to 2.3 will be invalid; or (ii) if you fill in the “cumulative voting” space under candidate A with “1 million shares”, under candidate B with “0.5 million shares” and under candidate C with “0.5 million shares”, the 2 million votes cast by you are valid and the remaining 1 million votes will be regarded as abstain votes.

15. (g) Where the votes cast for a particular candidate for director are more than half of the total number of shares held by all shareholders attending (before cumulating), such candidate shall be elected as the director.