COSCO SHIPPING Development Co., Ltd. — Proxy Solicitation & Information Statement 2019

Feb 1, 2019

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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)

REVISED FORM OF PROXY FOR H SHARES CLASS MEETING TO BE HELD ON MONDAY, 25 FEBRUARY 2019

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 H Shares Class 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 class meeting of H Shareholders of the Company (the “ H Shares Class Meeting ”) to be held at 1:30 p.m.of Meeting Chinaon Monday,”)asandhereunderthe25supplementalFebruaryindicated2019noticein (orrespectatofanytheofadjournmentHtheSharesresolutionClassthereof)setMeetingoutatinLeveldatedthe notice3,1OceanFebruaryof Hotelthe2019HShanghai,Shares(the “Class Supplemental 1171MeetingDong Dadated Notice Ming11Road, of January H Shares Hong2019Kou Class (theDistrict, Meeting “ Original Shanghai,”) as Notice hereunderthe of People’s H indicated Shares Republic Class and, if no such indication is given, as my/our proxy thinks fit.

Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 1 February 2019 (the “ Circular ”).

		SPECIAL RESOLUTIONS# For4 Against4 Abstain4 To consider and approve the resolution in relation to the Proposed Amendments to the Articles of Association. To consider and approve the resolution in relation to the Proposed Share Repurchase, the details of which are set out in the Circular: (a) purpose of the Proposed Share Repurchase; (b) classes of Shares to be repurchased; (c) method of the Proposed Share Repurchase; (d) term of the Proposed Share Repurchase; (e) intended uses of the Shares to be repurchased and total amount of funds involved; (f) price range and pricing principle for the Proposed Share Repurchase; (g) source of funds for the Proposed Share Repurchase; and (h) validity period of the resolutions. To consider and approve the resolution in relation to the authorisation to the Board and its authorised person(s) to handle all the matters in connection with the Proposed Share Repurchase, the details of which are set out in the Circular. To consider and approve the resolution in relation to the granting of the H Share Repurchase Mandate.
	1.
	2.	To consider and approve the resolution in relation to the Proposed Share Repurchase, the details of which are set out in the Circular:
	3.
	4.

Date:

Signature(s)[6] :

Notes:

1. Please insert the number of H Shares to which this Revised Form of Proxy of H Shares Class Meeting relates, which must not exceed the number of H Shares registered in your name(s). If no number is inserted, this Revised Form of Proxy of H Shares Class Meeting 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).

2. 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 H Shares Class Meeting is preferred, please delete the words “the Chairman of the H Shares Class 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 H Shares Class Meeting. The proxy need not be a Shareholder. ANY ALTERATION MADE TO THIS REVISED FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON(S) WHO SIGN(S) IT .

4. IMPORTANT:PLEASE INDICATEIF YOUWITHWISHA TO“ � ”VOTEIN THEFORBOXANYMARKEDRESOLUTION,“AGAINST”.PLEASEIF YOUINDICATEWISH TOWITHABSTAINA “ � ” INFROMTHEVOTINGBOX MARKEDON ANY“FOR”.RESOLUTION,IF YOU WISHPLEASETO INDICATEVOTE AGAINSTWITHANYA “ � RESOLUTION,” 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 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 H Shares Class Meeting other than those referred to in the notice convening the H Shares Class Meeting.

5. This Revised Form of Proxy of H Shares Class Meeting 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 Revised Form of Proxy of H Shares Class Meeting 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. If a proxy attends the H Shares Class Meeting on behalf of you, he/she should produce his/her identity card and the Revised Form of Proxy of H Shares Class Meeting 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 H Shares Class Meeting, 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 Revised Form of Proxy of H Shares Class Meeting will not preclude you from attending in person and voting at the H Shares Class Meeting or any adjournment thereof should you so wish.

7. 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 H Shares Class Meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto.

8. To be valid, for H Shareholders, this Revised Form of Proxy of H Shares Class Meeting, and if this Revised Form of Proxy of H Shares Class Meeting 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 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the H Shares Class Meeting or any adjournment thereof in order for such documents to be valid.

9. For further information on the resolutions set out in this Revised Form of Proxy of H Shares Class Meeting, please refer to the Circular.

10. If you have not lodged the Original Form of Proxy of H Shares Class Meeting sent together with the Original Notice of H Shares Class Meeting in accordance with the instructions printed thereon with Computershare, you are requested to complete and return this Revised Form of Proxy of H Shares Class Meeting to Computershare not less than 24 hours before the time for holding the H Shares Class Meeting or any adjournment thereof, if you wish to appoint proxies to attend the H Shares Class Meeting on your behalf. In this case, the Original Form of Proxy of H Shares Class Meeting should not be lodged with Computershare.

11. If you have already lodged the Original Form of Proxy of H Shares Class Meeting in accordance with the instructions printed thereon with Computershare, you should note the following:

12. (i) If no Revised Form of Proxy of H Shares Class Meeting is lodged with Computershare, the Original Form of Proxy of H Shares Class Meeting will be treated as a valid form of proxy lodged by you if correctly completed. The proxy appointed under the Original Form of Proxy of H Shares Class Meeting will be entitled to vote in his or her discretion or abstain from voting on any resolutions properly put to the H Shares Class Meeting, other than those referred to in the Original Notice of H Shares Class Meeting and the Original Form of Proxy of H Shares Class Meeting, including the additional resolutions set out in the Supplemental Notice of H Shares Class Meeting.

13. (ii) If the Revised Form of Proxy of H Shares Class Meeting is lodged with Computershare in accordance with the instructions printed thereon not less than 24 hours before the time for holding the H Shares Class Meeting or any adjournment thereof, the Revised Form of Proxy of H Shares Class Meeting will revoke and supersede the Original Form of Proxy of H Shares Class Meeting previously lodged by you. The Revised Form of Proxy of H Shares Class Meeting will be treated as a valid form of proxy lodged by you if correctly completed.

14. (iii) If the Revised Form of Proxy of H Shares Class Meeting is lodged after 24 hours before the time for holding the H Shares Class Meeting or any adjournment thereof, the Revised Form of Proxy of H Shares Class Meeting will be deemed invalid. It will not revoke the Original Form of Proxy of H Shares Class Meeting previously lodged by you. The Original Form of Proxy of H Shares Class Meeting will be treated as a valid form of proxy lodged by you if correctly completed. The proxy appointed under the Original Form of Proxy of H Shares Class Meeting will be entitled to vote in his or her discretion or abstain from voting on any resolutions properly put to the H Shares Class Meeting, other than those referred to in the Original Notice of H Shares Class Meeting and the Original Form of Proxy of H Shares Class Meeting, including the additional resolutions set out in the Supplemental Notice of H Shares Class Meeting.

15. Completion and return of the Original Form of Proxy of H Shares Class Meeting and/or Revised Form of Proxy of H Shares Class Meeting will not preclude you from attending in person and voting at the H Shares Class Meeting or any adjournment thereof should you so wish.

The full text of the resolutions is set out in the Original Notice of H Shares Class Meeting and/or the Supplemental Notice of H Shares Class Meeting.

• 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.”.