COSCO SHIPPING Development Co., Ltd. — Proxy Solicitation & Information Statement 2018

Jan 26, 2018

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

(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 THURSDAY, 15 MARCH 2018

No. of H Shares to which this form of proxy relates[1]

I/We[2]

of

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

of

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 (the “ EGM ”) to be held at 1:30 p.m. on Thursday, 15hereunderMarch indicated2018 (or atin respectany adjournmentof the resolutionsthereof)setat outHolidayin theInnnoticeShanghaiof the Jinxiu,EGM datedNo. 39926 JanuaryJinzun 2018Road,(thePudong“ Notice New”), Area,and, ifShanghai,no such indicationthe People’sis given,Republicas my/ourof Chinaproxyas thinks fit.

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

		ORDINARY RESOLUTIONS For4 Against4 Abstain4 To consider and approve the resolution in relation to the appointment of Mr. Liang Yanfeng as a non-executive director of the Company. To consider and approve the resolutions in relation to the appointment of: Cumulative voting5 (Please insert the number of votes) (a) Mr. Gu Xu as an independent non-executive director of the Company; and (b) Ms. Zhang Weihua as an independent non-executive director of the Company.
	1.
	2.

Date:

Signature(s)[6] :

• 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) (whether alone or jointly with others).

• 1. Please insert the full name(s) (in Chinese or in English, as shown in the Register of Members) and registered address(es) in BLOCK LETTERS . 3. If any proxy other than the Chairman of the EGM is preferred, please delete the words “the Chairman of the EGM or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead at the EGM. The proxy need not be a shareholder of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON(S) WHO SIGN(S) IT .
• 1. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE INDICATE WITH A “ � ” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE INDICATE WITH A “INDICATE WITH A “ � ” IN THE BOX MARKED “ABSTAIN” � ” IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE . The shares abstained will be counted in the calculation of the required majority. Any vote which is not filled or filled wrongly or with unrecognisable writing or not cast will be counted as “Abstained”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.
• 1. IMPORTANT: Pursuant to the articles of association of the Company, voting at the EGM in respect of resolutions 2(a) and 2(b) in relation to the appointment of the independent non-executive directors of the Company 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 candidates. When you fill in the “cumulative voting” space, please fill in the space in accordance with the following instructions:

• (a) In relation to resolutions 2(a) and 2(b), for every share held by you, you will have the same number of voting rights which equals to the number of candidates. For example, if you are holding 1 million shares and 2 independent non-executive directors will be elected at the EGM, the aggregate number of votes which you will have will be 2 million (i.e. 1 million shares x 2 = 2 million voting shares) for resolutions 2(a) and 2(b).

• (b) 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 theof thenamenumberof eachof sharescandidate.heldTheby you.lowestIf votesyou markwill be“�”nilinandthe thespacehighestagainstwillthebenamethe maximumof each candidate,voting rightit willunderbeeachdeemedresolutionto castandyourdototalnot votingneed torightbe theequallyintegralamongstmultiplesthe corresponding candidates.

• (c) Please note that you may either cast all your votes to one of the candidates, or cast them equally or diversely to more than one of the candidates. For example, if you are holding 1 million shares, the number of votes you have in respect of resolutions 2(a) and 2(b) is 2 million. You may choose to cast every 1 million votes out of the total 2 million votes equally among the two candidates or to cast all your votes (2 million) on one candidate; or to cast 1.5 million votes on candidate A and cast 0.5 million votes on candidate B, etc.

• (d) The total number of your votes cast on the 2 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.

• (e) Please note that when the total votes cast by you on some candidates exceed 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 candidates 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 2(a) and 2(b) is 2 million: (i) if you fill in the “cumulative voting” space under a particular candidate with “2 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(s). In this case, should you fill in the space under the relevant resolutions of the other candidate(s) with any number of shares (other than 0), all your votes on resolutions 2(a) and 2(b) will be invalid; or (ii) if you fill in the “cumulative voting” space under candidate A with “0.5 million shares” and under candidate B with “0.5 million shares”, the 1 million votes cast by you are valid and the remaining 1 million votes will be regarded as abstain votes.

• (f) Where the votes cast for a particular candidate are more than half of the total number of shares held by all shareholders attending (before cumulating), such candidate shall be elected as the independent non-executive director of the Company.

• 1. 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.
• 1. If a proxy attends the EGM on behalf of you, he/she should produce his/her identity card and the form of proxy signed by you or your legal representative or your duly authorised attorney, and specify the date of its issuance. If you are a legal person and appoint your corporate representative to attend the EGM, such representative should produce his/her identity card and the notarised copy of the resolution passed by the board of directors or other authorities, or other notarised copy of the licence issued by such legal person. Completion and return of this form of proxy will not preclude you from attending in person and voting at the EGM or any adjournment thereof should you so wish.
• 1. Where there are joint registered holders of any share, only the person whose name stands first on the Register of Members in respect of such share may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto.
• 1. To be valid, for H Shareholders, this form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of power of attorney or other authority, must be delivered to Computershare Hong Kong Investor Services Limited at 17M 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.

• 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.”.