COSCO SHIPPING Development Co., Ltd. — Proxy Solicitation & Information Statement 2017

Jan 10, 2017

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 licensed securities dealer and other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in COSCO SHIPPING Development Co., Ltd., you should at once hand this circular, the form of proxy and reply slip to the purchaser or the transferee or to licensed securities dealer or registered institution in securities 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.

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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)

(1) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

AND

(2) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE SUPERVISORY COMMITTEE

Capitalised terms used in this cover shall have the same meanings as those defined in the circular.

A letter from the Board is set out on pages 2 to 4 of this circular.

A notice convening the EGM to be held at 2:30 p.m. on Thursday, 26 January 2017 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New Area, Shanghai, the PRC was despatched to the Shareholders on 12 December 2016, which is reproduced on pages 5 to 7 of this circular.

* TheHongCompanyKong) andis ait registeredis registerednon-Hongunder itsKongChinesecompanyname asanddefinedunder thein theEnglishCompaniesname “OrdinanceCOSCO SHIPPING(Chapter 622Developmentof the LawsCo.,of Ltd.”.

11 January 2017

CONTENTS

	Pages
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . .	5
APPENDIX I – PROPOSED AMENDED RULES OF PROCEDURE OF
THE BOARD OF DIRECTORS. . . . . . . . . .. . . . . . . . . .	8
APPENDIX II – PROPOSED AMENDED RULES OF PROCEDURE OF
THE SUPERVISORY COMMITTEE . . . . . . . . . . . . . .	21

– i –

DEFINITIONS

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

• “Board”

the board of directors of the Company

• “Company”

COSCO SHIPPING Development Co., Ltd.* (中遠海運 發展股份有限公司) and formerly known as 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, the H shares and A shares of which are listed on Main Board of the Stock Exchange (Stock Code: 2866) and Shanghai Stock Exchange (Stock Code: 601866), respectively

• “Director(s)” the director(s) of the Company

• “EGM”

• the extraordinary general meeting of the Company to be convened to consider, and if thought fit, approve the Proposed Amendments

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

• “Listing Rules”

• the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “PRC” the People’s Republic of China

• “Proposed Amendments”

• the proposed amendments to the Rules of Procedure of the Board of Directors and the proposed amendments to the Rules of Procedure of the Supervisory Committee, details of which are set out in this circular

• “Rules of Procedure of the Rules of Procedure of the Board of Directors of the the Board of Directors” Company

• “Rules of Procedure of the the Rules of Procedure of the Supervisory Committee of Supervisory Committee” the Company

• “Shareholder(s)” the shareholder(s) of the Company

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

– 1 –

LETTER FROM THE BOARD

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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)

Executive Directors Legal address in the PRC Ms. Sun Yueying Room A-538 Mr. Wang Daxiong International Trade Center Mr. Liu Chong China (Shanghai) Pilot Free Trade Zone Mr. Xu Hui Shanghai The PRC Non-executive Directors Mr. Feng Boming Principal place of business in the PRC Mr. Huang Jian Maritime Research Building Mr. Chen Dong 628 Minsheng Road Pudong New Area Independent Non-executive Directors Shanghai Mr. Cai Hongping The PRC Mr. Tsang Hing Lun Ms. Hai Chi Yuet Principal place of business in Hong Kong Mr. Graeme Jack 31/F, Tower 2, Kowloon Commerce Centre 51 Kwai Cheong Road Kwai Chung New Territories Hong Kong 11 January 2017

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF DIRECTORS AND

(2) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE SUPERVISORY COMMITTEE

I. INTRODUCTION

Reference is made to the notice of the EGM dated 12 December 2016 and the overseas regulatory announcements of the Company dated 12 December 2016, in relation to the Proposed Amendments.

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the EGM in relation to the Proposed Amendments.

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LETTER FROM THE BOARD

II. PROPOSED AMENDMENTS

A. The Proposed Amendments to the Rules of Procedure of the Board of Directors

An ordinary resolution will be proposed at the EGM to, among other things, approve certain amendments to the Rules of Procedure of the Board of Directors to, among other things, satisfy the actual needs for the operation of the Company and reflect the establishment of the executive committee and the risk control committee of the Board.

Details of the proposed amended Rules of Procedure of the Board of Directors are set out in Appendix I to this circular.

B. The Proposed Amendments to the Rules of Procedure of the Supervisory Committee

An ordinary resolution will be proposed at the EGM to, among other things, approve certain amendments to the Rules of Procedure of the Supervisory Committee to, among other things, satisfy the actual needs for the operation of the Company.

Details of the proposed amended Rules of Procedure of the Supervisory Committee are set out in Appendix II to this circular.

III. RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the ordinary resolutions in respect of the Proposed Amendments are in the interests of the Company and the Shareholders as a whole. Accordingly, they recommend the Shareholders to vote in favor of these resolutions at the EGM.

IV. EGM

The Company proposes to convene the EGM at 2:30 p.m. on Thursday, 26 January 2017 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New Area, Shanghai, the PRC.

The EGM will be convened to consider and, if thought fit, approve the Proposed Amendments.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the Proposed Amendments and therefore no Shareholder is required to abstain from voting at the EGM for the resolutions in respect of the Proposed Amendments.

The voting in relation to the Proposed Amendments will be conducted by way of poll.

A notice convening the EGM was despatched to the Shareholders on 12 December 2016, which is reproduced on pages 5 to 7 of this circular.

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LETTER FROM THE BOARD

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the form of proxy in accordance with the instructions printed thereon. For holder of H shares of the Company, the form of proxy 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 form of proxy will not preclude a Shareholder from attending in person and voting at the EGM or any adjournment thereof should he/she 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 no later than Friday, 6 January 2017.

V. 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 Company. 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 COSCO SHIPPING Development Co., Ltd. Yu Zhen

Joint Company Secretary

* 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.”.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of COSCO SHIPPING Development Co., Ltd. (the “ Company ”) will be held at 2:30 p.m. on Thursday, 26 January 2017 (or at any adjournment thereof) at Holiday Inn Shanghai Jinxiu, No.399 Jinzun Road, Pudong New Area, Shanghai, the People’s Republic of China (the “ PRC ”) to consider and, if thought fit, pass the following resolutions.

ORDINARY RESOLUTIONS

1. To consider and approve the resolution in relation to the proposed amendments to the rules of procedure of the board of directors of the Company.

2. To consider and approve the resolution in relation to the proposed amendments to the rules of procedure of the supervisory committee of the Company.

By order of the board of COSCO SHIPPING Development Co., Ltd. Yu Zhen Joint Company Secretary

Shanghai, the People’s Republic of China

12 December 2016

Notes:

1. As disclosed in (i) the notice of extraordinary general meeting (the “ First EGM ”) and notice of H shares class meeting (the “ H Shares Class Meeting ”) dated 1 November 2016, for the purpose of holding the First EGM and the H Shares Class Meetings on 16 December 2016, the register of H shares members of the Company (the “ Register of Members ”) will be closed from 16 November 2016 to 16 December 2016 (both days inclusive), and (ii) the notice of extraordinary general meeting (the “ Second EGM ”) dated 11 November 2016, for the purpose of holding the Second EGM on 28 December 2016, the Register of Members will remain closed until 28 December 2016 (inclusive of 28 December 2016), and (iii) for the purpose of holding the EGM, the Register of Members will continue to remain closed until 26 January 2017 (inclusive of 26 January 2017), during which period no transfer of H shares of the Company will be registered. Holders of the Company’s H shares (the “ H Shareholders ”) whose names appear on the Register of Members at the close of business on 15 November 2016 are entitled to attend and vote at the EGM.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. In order to attend the EGM, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Computershare Hong Kong Investor Services Limited (“ Computershare ”), the Company’s H share registrar, not later than 4:30 p.m. on 15 November 2016.

The address of Computershare is as follows:

Shops 1712-1716, 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong

1. H Shareholders who intend to attend the EGM must complete the reply slips and return them to the Directorate Secretary Office of the Company not later than 20 days before the date of the EGM (i.e. not later than 6 January 2017).

The address of the Directorate Secretary Office of the Company is as follows:

22nd Floor, Maritime Research Building 628 Minsheng Road Pudong New Area Shanghai 200135 the People’s Republic of China Tel: (8621) 6596 7333 Fax: (8621) 6596 6813

1. Each H Shareholder who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether a holder of the Company’s H shares or A shares (the “ Shareholder ”) or not, to attend and vote on his/her behalf at the EGM.

2. The form of proxy must be signed by the Shareholder or his/her 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 the 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.

3. To be valid, for H Shareholders, the 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 that 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.

4. If a proxy attends the EGM on behalf of a Shareholder, he/she should produce his/her identity card and the form of proxy signed by the Shareholder or his/her legal representative or his/her duly authorised attorney, and specify the date of its issuance. If a legal person Shareholder appoints its 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 Shareholder. Completion and return of the form of proxy will not preclude a Shareholder from attending in person and voting at the EGM or any adjournment thereof should he/she so wish.

5. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), any vote of Shareholders at a general meeting must be taken by way of poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, the resolution set out in the notice of the EGM will be voted on by poll. Results of the poll voting will be published on the website of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) at www.hkexnews.hk after the EGM.

6. Where there are joint registered holders of any share of the Company, 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/she were solely entitled thereto.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. The EGM is estimated to last for half a day. Shareholders who attend the EGM in person or by proxy shall bear their own transportation and accommodation expenses.

2. For more information relating to the above resolutions, please refer to the overseas regulatory announcement of the Company dated 12 December 2016 and the circular of the Company expected to be issued by the Company in January 2017.

The board of the directors of the Company as at the date of this notice comprises Ms. Sun Yueying, Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive directors, Mr. Feng Boming, Mr. Huang Jian and Mr. Chen Dong, being non-executive directors, and Mr. Cai Hongping, Mr. Tsang Hing Lun, Ms. Hai Chi Yuet and Mr. Graeme Jack, being independent non-executive directors.

• 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.”.

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PROPOSED AMENDED RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

APPENDIX I

This English version is for reference only. If there is any discrepancy between the English and Chinese version, the Chinese version should prevail.

COSCO SHIPPING Development Co., Ltd.

Rules of Procedure of the Board of Directors

CHAPTER 1 GENERAL PROVISIONS

Article 1 Objectives

In order to regulate the procedure and decision making process of the board of directors (the “ Board ”) of COSCO SHIPPING Development Co., Ltd. (the “ Company ”), to ensure that the directors and the Board of the Company can effectively perform their duties, and to enhance the standard of operation and the scientific decision-making of the Board, these rules of procedure (the “ Rules of Procedure ”) have been enacted in accordance with, among other things, the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Standards of Corporate Governance for Listed Companies, the Listing Rules of Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Articles of Association of COSCO SHIPPING Development Co., Ltd. (the “ Articles of Association ”).

Article 2 Duties of the Board

The Board is the executive body of the Company, lawfully manages the operations of the Company as authorised by the Shareholders’ general meeting and the Articles of Association, and is accountable to and report to the Shareholders’ general meeting.

The Board considers the major business and administrative matters of the Company, including but not limited to the following transactions:

• (1) transactions involving total assets (higher of book value and assessed value if both are available) accounting for more than 10% of the latest audited total assets of the listed company;

• (2) transactions with an amount (including debts and expenses assumed) accounting for more than 10% of the latest audited net assets of the listed company, and with a value in excess of RMB10 million;

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PROPOSED AMENDED RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

APPENDIX I

• (3) transactions generating profit accounting for more than 10% of the audited net profit of the listed company for the latest accounting year, and with an amount in excess of RMB1 million;

• (4) transactions whose subject matter (such as equity interest) generates operating revenue in the latest accounting year accounting for more than 10% of the audited operating revenue of the listed company in the latest accounting year, and with an amount in excess of RMB10 million;

• (5) transactions whose subject matter (such as equity interest) generates net profit in the latest accounting year accounting for more than 10% of the audited net profit of the listed company in the latest accounting year, and with an amount in excess of RMB1 million;

• (6) related-party transactions between the Company and affiliated natural persons involving an amount of more than RMB300,000 (except for provision of guarantees);

• (7) related-party transactions between the Company and affiliated legal persons involving an amount of more than RMB3 million and accounting for more than 0.5% in value of the latest audited net assets of the Company (except for provision of guarantees);

• (8) guarantees provided by the Company; and

• (9) other matters which shall be considered by the Board pursuant to relevant securities regulations of Shanghai and Hong Kong.

Article 3 Applications of these Rules of Procedure

These Rules of Procedure shall apply to the Board, the special committees under the Board, directors, and relevant departments and persons of the Company involved in these Rules of Procedure.

Article 4 Secretariat of the Board

The Board shall have a Secretariat of the Board for handling the daily affairs of the Board. The Secretary of the Board or securities affair representative shall serve concurrently as the officer in charge of the Secretariat of the Board and keep the seals of the Board and the Secretariat of the Board.

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PROPOSED AMENDED RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

APPENDIX I

CHAPTER 2 CONVENING AND HOLDING OF BOARD MEETINGS

Article 5 Regular Meetings

Board meetings shall include regular meetings and provisional meetings.

At least four regular Board meetings shall be held every year.

Article 6 Resolutions of the Regular Meetings

Before serving the notice of regular meeting of the Board, the Secretariat of the Board shall adequately consult with each of the directors, and shall formulate preliminary resolutions for meeting and submit the same to the chairman of the Board (the “ Chairman ”) for consideration.

Before deciding on the resolutions, the Chairman shall, where necessary, seek the opinions of the Chief Executive Officer, General Manager and other members of senior management.

Article 7 Provisional Meetings

Under any of the following circumstances, the Board shall hold a provisional meeting:

• (1) when proposed by shareholders representing over 10% of the voting rights;

• (2) when jointly proposed by more than one third of the directors;

• (3) when proposed by the Supervisory Committee;

• (4) when deemed necessary by the Chairman;

• (5) when jointly proposed by more than half of the independent non-executive directors;

• (6) when proposed by the Chief Executive Officer;

• (7) when required by the securities regulatory authority; and

• (8) when in any other circumstance specified in the Articles of Association.

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PROPOSED AMENDED RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

APPENDIX I

Article 8 Procedure for Proposing Provisional Meetings

A proposal for convening a provisional Board meeting as specified in the preceding article shall be in written form and affixed with the signature (seal) of the proposer and submitted to the Secretariat of the Board or directly to the Chairman. A written proposal shall specify:

• (1) the name(s) of the proposer;

• (2) the reasons for the proposal or the facts on which the proposal is based;

• (3) time or duration, location and form of the meeting;

• (4) clear and concrete information in relation to the proposal; and

• (5) the contact details of the proposer and date of proposal.

The contents of the proposal shall be those within the power of the Board as specified in the Articles of Association of the Company, and the documents relating to the proposal shall be submitted together with the proposal itself.

The Secretariat of the Board shall transfer the aforesaid proposal and related documents on the day of receipt of the same to the Chairman. Where the Chairman deems the proposal not well defined, the content lacks specifics or the relevant documents are inadequate, the Chairman may require the proposer to amend or supplement the proposal.

The Chairman shall convene and preside over a Board meeting within 10 days after receipt of the proposal or required by securities regulatory authorities.

Article 9 Convening and Chairing of the Meetings

Board meetings shall be convened and presided over by the Chairman; where the Chairman cannot or does not fulfill the duty thereof, the vice chairman of the Company (the “ Vice Chairman ”) shall act on his/her behalf; where the Vice Chairman cannot or does not fulfill the duty thereof, more than half of the directors may elect a director to convene and preside.

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PROPOSED AMENDED RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

APPENDIX I

Article 10 Notice of the Meeting

The Secretariat of the Board shall notify all the directors and supervisors 14 days before a regular Board meeting; the Secretariat of the Board shall notify all the directors and supervisors within a reasonable period of time before a provisional Board meeting. The Secretariat of the Board shall send the written notice of meeting bearing the seal of the Secretariat of the Board to all the directors, supervisors, Chief Executive Officer, General Manager and Secretary of the Board by courier, fax, email or other means. Where the notice is not served by courier, telephone acknowledgement and relevant records shall be made.

Where a provisional Board meeting needs to be convened in case of an emergency, the notice of meeting may be sent by telephone or by other verbal means, but the convener shall explain the reasons for holding the provisional meeting at the meeting.

Article 11 Contents of the Notice of Meeting

A written notice of meeting shall include the following details as a minimum:

• (1) time and location of the meeting;

• (2) the meeting format;

• (3) issues (resolutions) to be considered;

• (4) convener and chairperson of the regular meeting, or proposer of the provisional meeting and its written proposal;

• (5) documents required for directors to cast their votes;

• (6) requirements for the directors to attend the meeting in person or by proxy;

• (7) contact person and the means of contact; and

• (8) date on which the notice is sent.

A verbal notice of meeting shall include at least the above items (1) and (2), and the explanation for a provisional meeting of the Board in the event of an emergency.

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PROPOSED AMENDED RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

APPENDIX I

Article 12 Change of the Notice of Meeting

If, after the written notice of a regular Board meeting has been despatched, it is necessary to change the time, place, or other details of the meeting or add, amend or cancel resolutions to the meeting, a written notice of change shall be despatched 3 days before the original designated date for convening the meeting, to explain reasons for the change of resolutions and provide contents and documents relating to the new resolutions. Where the notice of change is sent in less than 3 days in advance, the date of meeting shall be postponed accordingly or approved by all the directors before a meeting can be held at an earlier date.

If, after the notice of a provisional Board meeting has been despatched, it is necessary to change the time, location, or other details of the meeting or add, amend or cancel proposal for the meeting, then it shall be necessary to seek the prior consent of all the directors and make relevant records.

Article 13 Holding of the Meeting

A Board meeting shall be attended by more than half of the directors. Where any relevant director refuses or fails to attend the meeting resulting in the number of attendants falls short of the quorum required for convening the meeting, the Chairman and the Secretary of the Board shall promptly report to the local office of the securities regulatory authority under the State Council and the stock exchange.

Supervisors may attend Board meetings without voting rights; the Chief Executive Officer, General Manager and the Secretary of the Board who do not serve concurrently as director shall attend Board meetings without voting rights. The chairperson may, where he deems necessary, notify other relevant persons to attend Board meetings without voting rights.

Article 14 Attendance in Person or by Proxy

In principle, the directors shall attend Board meetings in person. Where a director is unable to attend a meeting for any reason, he/she shall read the meeting documents in advance to form clear opinions, and entrust another director in writing to attend the meeting on his/her behalf.

The form of proxy shall specify, among other things:

• (1) the names of the delegating director and his/her proxy;

• (2) the summarised opinions of the delegating director on each of the resolutions;

• (3) the delegating director’s scope of authorisation and instructions on how to vote on his/her behalf in relation to each of the resolutions; and

• (4) the signature of the delegating director, the date and other information.

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PROPOSED AMENDED RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

APPENDIX I

Where the proxy signs on behalf of the director on the regular reports, the appointing director shall specify such authorisation in the form of proxy.

The proxy director shall submit the written form of proxy to the chairperson of the meeting.

The director attending the meeting in the capacity of a proxy shall exercise rights as granted by the appointing director. If a director fails to attend in person or fails to appoint a proxy to attend a Board meeting, the said director shall be deemed as having waived his right to vote at the meeting.

Article 15 Restriction on Proxy Attendance

Proxy attendance at Board meetings shall follow the principles below:

• (1) where connected transactions are considered, a non-connected director shall not appoint a connected director to attend the meeting on his/her behalf, and a connected director shall also not accept the appointment of a nonconnected director;

• (2) an independent non-executive director shall not appoint a director who is not an independent non-executive director to attend the meeting on his behalf, and a director who is not an independent non-executive director shall not accept the appointment from an independent non-executive director;

• (3) a director shall not give any other director carte blanche to attend the meeting and vote on his/her behalf without providing his/her own opinions and voting intent on the resolutions, nor shall the director accept the carte blanche or any appointments that are not well defined;

• (4) one director shall not accept appointment by more than two directors, nor shall a director appoint any other director who has been appointed by two other directors to attend the meeting and vote on his/her behalf.

Article 16 Form of Meeting

Board meetings shall generally be held onsite, or where necessary, via videoconference, conference call, fax or email provided that the directors can adequately express their views and the convener (chairperson) and proposer grant approval. Board meetings may also be held onsite and off-site simultaneously.

Where a Board meeting is held offsite, the number of attending directors shall be counted according to the directors shown at the videoconference, the directors expressing their views at the conference call, valid votes such as faxes or emails received within the prescribed period, or written acknowledgements submitted after the meeting by the directors for attending the meeting.

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PROPOSED AMENDED RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

APPENDIX I

CHAPTER 3 PROCEDURE AND RESOLUTION OF THE BOARD MEETINGS

Article 17 Procedure of the Meeting

The chairperson of the meeting shall ask the attending directors for their opinions on each of the resolutions.

For any resolutions requiring prior acknowledgements of independent non-executive directors, the chairperson shall, before discussing the relevant proposal, appoint one independent non-executive director to read out the written acknowledgements of independent non-executive directors.

The chairperson shall stop any director from hindering the normal progress of the meeting or disrupting the speech of other directors.

The Board meeting shall not vote on any resolutions not included in the notice of the meeting unless with the unanimous consent of the attending directors. A proxy director shall not vote on any proposal not included in the notice of the meeting on behalf of other directors.

Article 18 Expression of Opinions

The directors shall carefully read documents relating to the meeting and shall express well-informed, independent and discreet opinions.

The directors may, before the meeting, inquire on the information required, as part of their decision making process, from the relevant persons or institutions such as the Secretariat of the Board, the convener of the meeting, the Chief Executive Officer, General Manager and other members of senior management, special committees, the accounting firm and the law firm, or may, while the meeting is underway, suggest to the chairperson that the aforesaid persons or institutions to appear at the meeting and make relevant explanations.

Article 19 Voting at the Meetings

After adequate discussion of each proposal, the chairperson shall submit the proposal to a vote by the attending directors.

Each attendant shall cast one vote, by open ballot or in writing or otherwise.

A director may vote for, against or abstain from voting on a proposal. Each director shall choose from one of the above options. In the event that a director does not choose any option or chooses two or more options at the same time, the chairperson shall require the director to reconsider his/her option, otherwise he/she shall be deemed as having abstained from voting; any director who has left during the meeting without returning and has not casted his/her votes shall be deemed as having abstained from voting.

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PROPOSED AMENDED RULES OF PROCEDURE OF THE BOARD OF DIRECTORS

APPENDIX I

If the votes in respect of against and for are equal, the Chairman shall be entitled to cast an additional vote.

Article 20 Statistics of Voting Results

After the attending directors have voted the securities affairs representative and the Secretariat of the Board shall collect ballots casted by the directors, which shall be counted by the Secretary of the Board under supervision of a supervisor or an independent non-executive director.

Where the meeting is held onsite, the chairperson shall announce the statistics onsite; in other circumstances, the chairperson shall require the Secretary of the Board to announce the voting result in the same working day immediately following the prescribed voting deadline.

The ballots casted by directors after the chairperson announced the voting result or after the prescribed voting deadline shall not be counted.

Article 21 Forming of Resolutions

Saved as specified in Article 22 of these Rules of Procedure, adoption of or resolution on any proposal shall be subject to approval of more than half of all the directors of the Company. Where the relevant laws, administrative regulations and the Articles of Association have any provisions that required approvals by more than half of all the directors, such provisions shall apply.

Any resolution made by the Board on any guarantee within its range of authority under the Articles of Association shall be subject to the approval of more than half of all the directors of the Company and more than two thirds of the attending directors.

If different resolutions are in conflict with each other in their contents and meanings, the resolutions formed later in time shall prevail.

Article 22 Abstention from Voting

In any of the following circumstances, the directors shall abstain from voting on the relevant resolutions:

• (1) the Listing Rules of Shanghai Stock Exchange or the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited provides that the relevant directors shall abstain from voting;

• (2) the directors themselves consider that they should abstain from voting; and

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• (3) the directors are connected with the enterprises involved in the resolutions and shall therefore abstain from voting pursuant to the Articles of Association.

Where any director abstains from voting, the Board meeting may be held when more than half of the non-connected directors attend the meeting. The resolution of the Board meeting shall be passed by more than half of the non-connected directors. If the number of non-connected attending directors is less than 3, the relevant proposal shall not be voted on but shall be submitted to the Shareholders’ general meeting for consideration.

Article 23 Not Acting beyond Authority

The directors shall act within the scope of authorisation given at the Shareholders’ general meetings and the Articles of Association, and shall not make any resolutions beyond authority.

Article 24 Special Provision on Profit Distribution

Where the issues relating to profit distribution needs to be resolved at the Board meeting, the profit distribution proposal to be submitted to the Board may first be submitted to the certified public accountants, who shall be required to produce a draft audit report (all the financial data should be finalised except for those involving profit distribution). After resolving on profit distribution, the Board shall require the certified public accountants to produce a formal audit report, according to which the Board shall resolve on other relevant issues in the regular report.

Article 25 Procedure for Resolutions that have not been Passed

Where any proposal is not passed, any Board meeting shall not consider on any proposal with the same contents within one month if the relevant conditions and factors have not changed significantly.

Article 26 Suspension of Voting

Where more than one fourth of the attending directors or more than two independent non-executive directors consider that they cannot make judgments on relevant issues because the relevant proposal is not clear nor specific enough or the meeting documents are inadequate, the chairperson shall require to suspend voting on the said proposal at the meeting.

The director proposing suspension of voting shall provide clear requirements for the conditions to be met for resubmitting the said proposal for deliberation.

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Article 27 Recordings of the Meetings

Board meetings held onsite or via video or telephone may be recorded where necessary.

Article 28 Minutes of the Meetings

The Secretary of the Board shall arrange a clerk of the Secretariat of the Board to record the minutes of the Board meeting. The minutes shall include the following information:

• (1) location, time and the form of the meeting;

• (2) the status of the despatch of the notice of the meeting;

• (3) the chairperson of the meeting;

• (4) the directors and proxy in attendance;

• (5) the agenda and process of the meeting;

• (6) the resolutions considered at the meeting, the key points of the speech and opinions of each of the directors on the relevant issues, and their intentions on the resolutions;

• (7) the method and results of voting for each of the proposal (the number of votes for and against the proposal and number of abstentions); and

• (8) other issues that the attending directors considered necessary to be included in the minutes.

The decisions on the issues considered at the Board meetings convened or not convened shall be recorded as minutes in Chinese. The independent non-executive directors’ opinions shall set out in the resolutions of the Board meetings. The minutes of each Board meeting shall be provided to the directors as soon as possible. Directors who wish to make supplementary amendments to the minutes shall report their opinions with their proposed amendments to the Chairman within a week upon receipt of the minutes. After the minutes are finalised, all the attending directors and persons recording the minutes shall sign on the minutes. Minutes of Board meetings shall be kept at the domicile of the Company, and a complete copy shall be sent to every director as soon as possible. The meeting minutes shall be kept for at least 10 years.

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Article 29 Summary of Meetings and Records of Resolutions

Besides the meeting minutes, the Secretary of the Board may, where necessary arrange a clerk of the Secretariat of the Board to make a summary of the meeting, and make separate records of the resolutions according to the voting results.

Article 30 Signatures of the Directors

The directors attending the meeting shall sign the minutes of the meeting, summary of the meeting and records of the resolutions in person or on behalf of the directors appointing them to attend the meeting. Where a director has different opinions on the minutes of the meeting, summary of the meeting or the records of the resolutions, he/she shall leave his/her comments when signing the said minutes, summary or records. Where necessary, he/she may report to the local office of the securities regulatory authority under the State Council and the stock exchange or make a public announcement.

In the event that a director neither signs the minutes as instructed nor provides his/her opinions, in writing or report to the local office of the securities regulatory authority under the State Council and the stock exchange or make a public announcement, he/she shall be deemed as having agreed with the minutes of the meeting, summary of the meeting or the records of the resolutions.

Article 31 Announcement of the Resolutions

Announcement on the resolutions adopted by the Board shall be handled by the Secretary of the Board pursuant to the Listing Rules of Shanghai Stock Exchange and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Before announcement of the resolutions, the attending directors, other attendants, and the recording and service staff shall be obliged to keep the information confidential.

Article 32 Implementation of the Resolutions

The Chairman shall ensure due implementation of the resolutions of the Board, supervise such implementation, and report at the future Board meetings on the results of such implementation.

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Article 33 Maintenance of Meeting Archives

Archives of the Board meetings include notices of the meeting, meeting documents, attendance records, form of proxies, recordings, ballots, minutes signed by the attending directors, meeting summaries, records of the resolutions, announcements of the resolutions, and others, which shall be kept by the Secretary of the Board.

Archives of the Board meetings shall be kept for at least 10 years.

CHAPTER 4 SPECIAL COMMITTEES UNDER THE BOARD

Article 34 Special Committees under the Board

The Board may establish special committees under it, such as Executive Committee, Investment Strategy Committee, Audit Committee, Remuneration Committee, Nomination Committee and Risk Control Committee, which shall be accountable to the Board. All the special committees shall only consist of directors and shall each have at least 3 members. The Audit Committee, Remuneration Committee and Nomination Committee shall each comprise a majority of independent nonexecutive directors who shall also be conveners; and the Audit Committee shall at least comprise one accountant who is also an independent non-executive director. The Board shall formulate rules of procedure for respective special committees.

CHAPTER 5 SUPPLEMENTARY PROVISIONS

Article 35 Supplementary Provisions

In these Rules of Procedures, the figures following the word “more than” shall include themselves.

The word “securities regulatory authority” in these Rules of Procedures refers to the securities regulatory authority or its local office in China or the location where the shares of the Company are listed, or the stock exchange performing the regulatory function.

These Rules of Procedures are formulated by the Board and submitted to the Shareholders’ general meeting for approval, and shall be attached as an appendix to the Articles of Association. These Rules of Procedures shall take effect at the same time as the Articles of Association of the Company take effect, which have been amended for the issuance of A shares of the Company. Amendments to these Rules of Procedures are subject to approval at the Shareholders general meeting.

These Rules of Procedures shall be interpreted by the Board.

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This English version is for reference only. If there is any discrepancy between the English and Chinese version, the Chinese version should prevail.

COSCO SHIPPING Development Co., Ltd.

Rules of Procedure of the Supervisory Committee

CHAPTER 1 GENERAL PROVISIONS

Article 1 Objectives

In order to regulate the procedure and decision making process of the supervisory committee (the “ Supervisory Committee ”) of COSCO SHIPPING Development Co., Ltd (the “ Company ”), to ensure that the supervisors and the Supervisory Committee can effectively perform their supervisory duties, and to improve the corporate governance structure of the Company, these rules of procedure (the “ Rules of Procedure ”) have been formulated in accordance with, among other things, the Company Law of the People’s Republic of China, Securities Law of the People’s Republic of China, the Standards of Corporate Governance for the Listed Companies, the Listing Rules of Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Articles of Association of COSCO SHIPPING Development Co., Ltd. (the “ Articles of Association ”).

Article 2 Duties of the Supervisory Committee

The Supervisory Committee is a standing organisation of the Company responsible for supervising the board of directors of the Company (the “ Board ”), and its members, and the Chief Executive Officer, General Manager, Deputy General Managers, Chief Financial Officer and other senior management, and preventing them from abusing their powers and jeopardising the legitimate rights and interests of the shareholders of the Company (the “ Shareholders ”), the Company and its employees.

Article 3 Office of the Supervisory Committee

The Supervisory Committee shall set up an office (the “ Office of the Supervisory Committee ”) for handling the daily affairs of the Supervisory Committee.

The chairperson of the Supervisory Committee may request the representative from the securities affair of the Company or other officers to assist him in handling with the daily affairs of the Supervisory Committee.

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Article 4 Supervisors’ Right to Information

The Company shall take measures to guarantee the supervisors’ right to information and provide the supervisors with necessary information to enable the Supervisory Committee to effectively supervise, inspect and evaluate the financial position and operations management of the Company. The supervisors may attend the Board meetings without voting rights and if necessary, the supervisors may also attend the Company’s management meetings without voting rights.

CHAPTER 2 CONVENING AND HOLDING OF MEETINGS OF THE SUPERVISORY COMMITTEE

Article 5 Regular and Provisional Meetings of the Supervisory Committee

Meetings of the Supervisory Committee include regular meetings and provisional meetings.

Regular meetings of the Supervisory Committee shall be held once every 6 months. Under any of the following circumstances, a provisional meeting shall be held within 10 days:

• (I) upon any supervisor proposes to hold such a meeting;

• (II) when the Shareholders’ general meeting or Board meeting has passed a resolution, which is in conflict with the relevant laws, regulations, rules, provisions and requirements of the regulatory authority, the Articles of Association, resolutions of the Shareholders’ general meeting or any other relevant regulations;

• (III) when the improper conducts of the directors of the Company (the “ Directors ”) and senior management are likely to cause material damages to the Company or cause turmoil in the markets;

• (IV) when the Shareholders lodge a legal action against the Company, or its Directors, supervisors or senior management;

• (V) when the Company, or its Directors, supervisors or senior management are punished by the securities regulatory authority or publically censured by a stock exchange on which the shares of the Company are listed;

• (VI) when the securities regulatory authority requires such a meeting to be held; and

• (VII) when any of the other circumstances specified in the Articles of Association.

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Article 6 Resolutions of the Regular Meetings

Before despatching the notice of regular meeting of the Supervisory Committee, the Office of the Supervisory Committee shall collect resolutions from all the supervisors and seek opinions from the employees of the Company for at least two days. During the period of collecting resolutions and seeking opinions, the Office of the Supervisory Committee shall reiterate the main concerns of the Supervisory Committee on supervising the operations of the Company and the conduct of the directors and senior management.

Article 7 Procedure for Proposing Provisional Meetings

A proposal put forward by a supervisor for convening a provisional meeting of the Supervisory Committee shall be made in written form, affixed with his/her signature (seal) and be submitted to the Office of the Supervisory Committee or directly to the chairperson of the Supervisory Committee. A written proposal may include, but not limited to, the following:

• (I) the name(s) of the proposing supervisor(s);

• (II) the reasons for the proposal or the objective facts on which the proposal is based upon;

• (III) time or duration, location and form of the meeting;

• (IV) a clear and concrete information in relation to the resolutions; and

• (V) the contact details of the proposing supervisor and the date of proposal.

The Office of the Supervisory Committee shall issue a notice of the provisional meeting within 3 days after the Office or chairperson of the Supervisory Committee receives a written proposal from a supervisor.

In the event that the Office of the Supervisory Committee hesitates to issue a notice of the meeting, the proposing supervisor shall immediately report to the local office of the securities regulatory authority under the State Council and the stock exchange.

Article 8 Convening and Presiding of the Meetings

The chairperson of the Supervisory Committee shall convene and preside over the meetings of the Supervisory Committee; if the chairperson is unable or unwilling to perform his/her duty, a supervisor shall be elected by more than half of the supervisors to convene and preside over the meetings of the Supervisory Committee.

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Article 9 Notice of the Meeting

The Office of the Supervisory Committee shall despatch a written notice of the meeting carrying the seal of the Supervisory Committee to all the supervisors by courier, fax, email or other means 10 days before a regular meeting and 5 days before a provisional meeting of the Supervisory Committee is held. In the event that the notice is not served by courier, telephone acknowledgement shall be made with proper records.

If a provisional meeting of the Supervisory Committee has to be convened in case of an emergency, the notice of the meeting may be served by telephone or any other verbal means, provided that the chairperson shall explain the reasons for holding the provisional meeting at the meeting.

Article 10 Details of the Notice

A written notice of the meeting shall include the following information as a minimum:

• (I) time and location of the meeting;

• (II) the issues (resolutions) to be considered;

• (III) convener and presider of the regular meeting, or proposer of the provisional meeting and its written proposal;

• (IV) the materials required by the supervisors to cast their vote;

• (V) the requirement for the supervisors to attend the meeting in person;

• (VI) coordinator and the contact details for the meeting; and

• (VII) the date on which the notice of the meeting is despatched.

A verbal notice of the meeting shall include at least the above item (I) and (II), as well as the explanation for the provisional meeting in the event of an emergency.

Article 11 Form of the Meeting

A meeting of the Supervisory Committee shall be held on site.

In case of an emergency, voting at a meeting of the Supervisory Committee may be carried out by means of telecommunications, provided that the chairperson (meeting convener) of the meeting shall explain to the attending supervisors the particulars in

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relation to the urgency of the meeting. In the case of voting by correspondence, the supervisors shall fax to the Office of the Supervisory Committee their written opinions and intentions on the issues to be considered with their signatures attached thereto.

Article 12 Holding of the Meeting

A supervisors’ meeting can only be held when more than two thirds (inclusive) of the supervisors are present.

Where a supervisor is unable to attend a meeting for any reason, he/she shall read the meeting documents in advance to form his/her opinions, and appoint another supervisor in writing to attend the meeting on his/her behalf.

The form of proxy shall specify, among other things:

• (I) the names of the delegating supervisor and his/her proxy;

• (II) the summarised opinions of the delegating supervisor on each of the resolutions;

• (III) the delegating supervisor’s scope of authorisation and instructions on how to vote on his/her behalf in relation to each of the resolutions; and

• (IV) the signature of the delegating supervisor, the date and others.

The secretary of the Board and the securities affairs representatives shall also be present at the meetings.

CHAPTER 3 PROCEDURE AND RESOLUTION OF THE MEETINGS OF THE SUPERVISORY COMMITTEE

Article 13 Procedure of the Meeting

The chairperson of the meeting shall ask the attending supervisors separately for their respective opinions on each of the resolutions.

The chairperson shall, as proposed by the supervisors, require the directors, the senior management, or other members of staff of the Company or any person from the relevant intermediary to be present for inquiry.

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Article 14 Resolutions of the Supervisory Committee

The voting at the meetings of the Supervisory Committee shall be carried out with named ballots and in written form, each attendant shall cast one vote.

A supervisor may vote for, against or abstain from voting on a proposal. Each supervisor shall choose from one of the above options. In the event that a supervisor does not choose any option or chooses two or more options at the same time, the chairperson shall require the said supervisor to reconsider his/her option, otherwise he/she shall be deemed as having abstained from voting; any supervisor who has left during the meeting without returning to the meeting and has not casted his/her votes shall be deemed as having abstained from voting.

Resolutions adopted at a meeting of the Supervisory Committee shall be approved by more than two thirds (inclusive) of all the supervisors.

Article 15 Recordings of the Meetings

Meetings of the Supervisory Committee may be recorded on audiotape if necessary.

Article 16 Minutes of the Meetings

The minutes of the meetings should be maintained by the staff at Office of the Supervisory Committee onsite at the meetings, which shall include the following information:

• (I) time, location and form of the meeting;

• (II) information on the status of despatch of the notice of the meeting;

• (III) the chairperson of the meeting;

• (IV) the attendance of the meeting;

• (V) the agenda and process of the meeting;

• (VI) the resolutions considered at the meeting, the key points of the speech and opinions of each of the supervisors on the relevant issues, and their intentions on the resolutions;

• (VII) the voting method and results for each proposal (including the number of votes for and against the proposal and number of abstentions); and

• (VIII) other issues that the attending supervisors considered necessary to be included in the minutes.

For the meetings held by correspondence, the Office of the Supervisory Committee shall prepare the minutes as per the above provisions.

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Article 17 Signatures of the Supervisors

The supervisors attending the meeting shall sign and confirm the meeting minutes. If any supervisors have different opinions on the minutes, he/she shall leave his/her comments when signing the minutes or request an explanatory note to be added in the minutes in relation to his/her speech at the meeting. Where necessary, he/she may report to the local office of the securities regulatory authority under the State Council and the stock exchange or make a public announcement.

In the event where a supervisor neither signs the minutes as provided above nor provides his/her opinions in writing, or report to the local office of the securities regulatory authority under the State Council and the stock exchange or make a public announcement, he/she shall be deemed as having agreed with the minutes of the meeting.

Article 18 Announcement of the Resolutions

Announcement on the resolutions adopted by the Supervisory Committee shall be handled by the secretary of the Board pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Listing Rules of Shanghai Stock Exchange.

Article 19 Implementation of the Resolutions

The supervisors shall ensure due implementation of the resolutions of the Supervisory Committee by the relevant personnel. The chairperson of the Supervisory Committee shall report at the future meetings of the Supervisory Committee on the results of such implementation.

Article 20 Maintenance of Meeting Archives

Archives of the meetings of the Supervisory Committee, including notices of the meeting, meeting documents, attendance records, recordings, ballots, minutes signed by the attending supervisors, summaries of meetings, announcements on the resolutions and others shall be kept by a person designated by the chairperson of the Supervisory Committee.

Archives of the meetings of the Supervisory Committee shall be maintained for at least 10 years.

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CHAPTER 4 SUPPLEMENTARY PROVISIONS

Article 21 Supplementary Provisions

Issues not covered in these Rules of Procedure shall be handled with reference to the Rules of Procedure for the Board of Directors.

In these Rules of Procedure, the figures following the word “more than” shall include themselves.

The word “regulatory authority” in these Rules of Procedure refers to the securities regulatory authority or its local office in China or the location where the shares of the Company are listed, or the stock exchange performing the regulatory function.

These Rules of Procedure are formulated by the Supervisory Committee and submitted to the Shareholders’ general meeting for approval, and shall be attached as an appendix to the Articles of Association. These Rules of Procedure shall at the same time as the Articles of Association of the Company take effect, which have been amended for the issuance of A Shares of the Company. Amendments to these Rules of Procedure are subject to approval of the Shareholders at the general meeting.

These Rules of Procedure shall be interpreted by the Supervisory Committee.

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