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

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 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.[*]

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

(Stock Code: 02866)

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(2) PROPOSED SHARE REPURCHASE

(3) PROPOSED GRANT OF H SHARE REPURCHASE MANDATE (4) SUPPLEMENTAL NOTICE OF EGM

AND

(5) SUPPLEMENTAL NOTICE OF H SHARES CLASS MEETING

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

A letter from the Board is set out on pages 5 to 15 of this circular.

The Original Notice of EGM convening the EGM to be held at 1:30 p.m. on Monday, 25 February 2019 at Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai, the PRC was despatched to the Shareholders on 11 January 2019, which is reproduced on pages EGM-1 to EGM-2 of this circular. The Supplemental Notice of EGM, which contains additional resolutions to be proposed at the EGM, is set out on pages SEGM-1 to SEGM-3 of this circular.

The Original Notice of H Shares Class Meeting convening the H Shares Class Meeting to be held at 1:30 p.m. on Monday, 25 February 2019 at Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai, the PRC was despatched to the Shareholders on 11 January 2019, which is reproduced on pages HCM-1 to HCM-2 of this circular. The Supplemental Notice of H Shares Class Meeting, which contains additional resolutions to be proposed at the H Shares Class Meeting, is set out on pages SHCM-1 to SHCM-3 of this circular.

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.”.

1 February 2019

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I – PROPOSED AMENDMENTS TO THE ARTICLES OF
ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . .	II-1
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1
SUPPLEMENTAL NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .SEGM-1
NOTICE OF H SHARES CLASS MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	HCM-1
SUPPLEMENTAL NOTICE OF H SHARES CLASS MEETING . . . . . . . . . . . . .SHCM-1

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DEFINITIONS

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

“A Share(s)” the domestic share(s) in the ordinary share capital of the Company with a par value of RMB1.00 each, which are listed on the Shanghai Stock Exchange

“A Shareholder(s)” holder(s) of A Share(s)
“A Shares Class Meeting” the class meeting of the A Shareholders
“Articles of Association” the articles of association of the Company, as amended and adopted from time to time
“associate” has the meaning ascribed to it under the Listing Rules
“Board” the board of directors of the Company
“Class Meetings” the A Shares Class Meeting and the H Shares Class Meeting

“Company” COSCO SHIPPING Development Co., Ltd.[*] (中海遠運發展股份有限公司), a joint stock limited company established in the PRC, the H shares and A shares of which are listed on Main Board of the Hong Kong Stock Exchange (Stock Code: 2866) and the Shanghai Stock Exchange (Stock Code: 601866), respectively

“Computershare”
Computershare Hong Kong Investor Services Limited, the Company’s H Share registrar
“controlling shareholder”

has the meaning ascribed to it under the Listing Rules

“COSCO SHIPPING”

China COSCO Shipping Corporation Limited[#] (中國遠洋海運集團有限公司), a PRC state-owned enterprise and an indirect controlling shareholder of the Company

“COSCO SHIPPING Concert Group”

COSCO SHIPPING and parties acting in concert with it

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DEFINITIONS

“COSCO Subscription”

the proposed subscription of A Shares by COSCO SHIPPING pursuant to the subscription agreement dated 20 April 2017 entered into between the Company and COSCO SHIPPING, pursuant to which COSCO SHIPPING has conditionally agreed to subscribe for, and the Company has conditionally agreed to issue, 50% of the number of A Shares to be issued under the Revised Proposed Non-public Issuance of A Shares, further details of which are set out in the circular of the Company dated 10 May 2018

“Director(s)” the director(s) of the Company
“EGM”
the extraordinary general meeting of the Company to be convened at 1:30 p.m. on Monday, 25 February 2019 at Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai, the PRC (or any adjournment thereof) to consider and, if thought fit, approve the resolutions contained in the Original Notice of EGM and the Supplemental Notice of EGM
“H Share Repurchase Mandate”
the general mandate proposed to be granted to the Directors to repurchase H Shares of up to 2% of the total number of issued H Shares as at the date of the EGM and the Class Meetings
“H Share(s)”
the overseas listed foreign shares in the ordinary share capital of the Company with a par value of RMB1.00 each, which are listed on Main Board of the Hong Kong Stock Exchange
“H Shareholder(s)” holder(s) of H Share(s)
“H Shares Class Meeting”
the class meeting of the H Shareholders to be convened at 1:30 p.m. on Monday, 25 February 2019 at Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai, the PRC (or any adjournment thereof) to consider and, if thought fit, approve the resolutions contained in the Original Notice of H Shares Class Meeting and the Supplemental Notice of H Shares Class Meeting
“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

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DEFINITIONS

“Hong Kong”

“Hong Kong Stock Exchange”
“Latest Practicable Date”
“Listing Rules”
“Original Form of Proxy of EGM”
“Original Form of Proxy of H Shares Class Meeting”
“Original Notice of EGM”
“Original Notice of H Shares Class Meeting”
“PRC”
“Proposed Amendments to the Articles of Association”
“Proposed Share Repurchase”

the Hong Kong Special Administrative Region of the PRC

The Stock Exchange of Hong Kong Limited

29 January 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

the form of proxy of the Company in respect of the resolution set out in the Original Notice of EGM, which was despatched to the Shareholders on 11 January 2019

the form of proxy of the Company in respect of the resolution set out in the Original Notice of H Shares Class Meeting, which was despatched to the Shareholders on 11 January 2019
the notice of the extraordinary general meeting of the Company dated 11 January 2019, which was despatched to the Shareholders on 11 January 2019
the notice of the H Shares Class Meeting dated 11 January 2019, which was despatched to the Shareholders on 11 January 2019
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
the proposed amendments to the Articles of Association, the full text of which is set out in Appendix I to this circular

the proposed share repurchase of A Shares and H Shares by the Company in the aggregate amount of not less than RMB200 million and up to RMB300 million

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DEFINITIONS

“Revised Proposed Non-public Issuance of A Shares”
the proposed non-public issuance of not more than 2,336,625,000 A Shares (subject to adjustments) by the Company to not more than 10 specific target subscribers, including COSCO SHIPPING, further details of which are set out in the circular of the Company dated 10 May 2018
“Revised Form of Proxy of the revised form of proxy of the Company in respect of EGM” the resolutions set out in the Original Notice of EGM and the Supplemental Notice of EGM
“Revised Form of Proxy of H Shares Class Meeting”
the revised form of proxy of the Company in respect of the resolutions set out in the Original Notice of H Shares Class Meeting and the Supplemental Notice of H Shares Class Meeting
“RMB” Renminbi, the lawful currency of the PRC
“Share(s)” A Share(s) and H Share(s)
“Shareholder(s)”
holder(s) of the Share(s)
“Supplemental Notice of EGM”
the supplemental notice of the EGM dated 1 February 2019, which is set out on pages SEGM-1 to SEGM-3 of this circular
“Supplemental Notice of H Shares Class Meeting”
the supplemental notice of the H Shares Class Meeting dated 1 February 2019, which is set out on pages SHCM-1 to SHCM-3 of this circular
“Takeovers Code”
the Hong Kong Code on Takeovers and Mergers
“trading day(s)”
a day on which the Shanghai Stock Exchange or the Hong Kong Stock Exchange (as the case may be) is open for dealing or trading in securities
“%” per cent
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.”.
For identification purpose only.

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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.[*]

(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 PRC Non-executive Directors : Mr. Feng Boming Principal place of business in the PRC : Mr. Huang Jian COSCO SHIPPING Plaza Mr. Liang Yanfeng 5299 Binjiang Dadao Pudong New District Independent non-executive Directors : Shanghai Mr. Cai Hongping The PRC Ms. Hai Chi Yuet Mr. Graeme Jack Principal place of business in Hong Kong : Mr. Lu Jianzhong 50/F COSCO Tower Mr. Gu Xu 183 Queen’s Road Central Ms. Zhang Weihua Hong Kong 1 February 2019

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (2) PROPOSED SHARE REPURCHASE
(3) PROPOSED GRANT OF H SHARE REPURCHASE MANDATE (4) SUPPLEMENTAL NOTICE OF EGM AND

(5) SUPPLEMENTAL NOTICE OF H SHARES CLASS MEETING

I. INTRODUCTION

Reference is made to (i) the announcement of the Company dated 10 January 2019 in relation to the Proposed Amendments to the Articles of Association; (ii) the announcement of the Company dated 24 January 2019 in relation to the Proposed Share Repurchase and the proposed grant of the H Share Repurchase Mandate; (iii) the Original Notice of EGM; (iv) the Original Notice of H Shares Class Meeting; (v) the Supplemental Notice of EGM; and (vi) the Supplemental Notice of H Shares Class Meeting.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things:

(i) information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the EGM and the H Shares Class Meeting; and
(ii) further details of the Proposed Amendments to the Articles of Association, the Proposed Share Repurchase and the H Share Repurchase Mandate.

At the EGM and the H Shares Class Meeting, special resolutions will be proposed to approve:

(i) the Proposed Amendments to the Articles of Association;
(ii) the Proposed Share Repurchase;
(iii) the authorisation to the Board in relation to the Proposed Share Repurchase; and
(iv) the proposed grant of the H Share Repurchase Mandate.

II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

As disclosed in the announcement of the Company dated 10 January 2019, the Board proposed to make certain amendments to the Articles of Association in order to, among other things, reflect the recent amendments to the Company Law of the PRC in respect of repurchase of shares and implement the regulatory requirements issued by the State-owned Assets Supervision and Administration Commission of the State Council of the PRC in respect of legal corporate governance of central state-owned enterprises.

The Proposed Amendments to the Articles of Association in relation to share repurchase and treasury shares are made in accordance with the relevant requirements under the PRC laws and regulations and will only apply to the repurchase of A Shares (but not H Shares) by the Company. In conducting repurchase of A Shares and/or H Shares, the Company undertakes to comply with all relevant laws and regulations including the Listing Rules.

The full text of the Proposed Amendments to the Articles of Association, which were prepared in the Chinese language, is set out in Appendix I to this circular. In the event of any discrepancy between the English translation and the Chinese version of the Proposed Amendments to the Articles of Association, the Chinese version shall prevail.

The Proposed Amendments to the Articles of Association are subject to the approval by the Shareholders by way of a special resolution at the EGM and the Class Meetings and the approval of, and registration or filing with, the relevant PRC governmental authorities.

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LETTER FROM THE BOARD

III. PROPOSED SHARE REPURCHASE

As disclosed in the announcement of the Company dated 24 January 2019, on 24 January 2019, the Board has approved the Proposed Share Repurchase, pursuant to which the Company proposed to conduct the repurchase of A Shares and H Shares in the aggregate amount of not less than RMB200 million and up to RMB300 million.

1. Details of the Proposed Share Repurchase

The details of the Proposed Share Repurchase are set out below.

(a) Purpose of the Proposed Share Repurchase

With a view to, among other things, improving the long-term incentive system of the Company and promoting the long-term and sustainable development of the Company, the Board proposes to conduct the Proposed Share Repurchase whereby the A Shares to be repurchased by the Company will be used for future implementation of an A Share equity incentive scheme of the Company.

The repurchase of A Shares and H Shares under the Proposed Share Repurchase will also serve to protect the interests of the investors and enhance the investors’ confidence in the Company.

(b) Classes of Shares to be repurchased

The classes of Shares to be repurchased under the Proposed Share Repurchase shall include A Shares and H Shares.

The specific proportion of A Shares and H Shares to be repurchased under the Proposed Share Repurchase shall be determined by the Board and its authorised person(s) with reference to market conditions.

(c) Method of the Proposed Share Repurchase

The repurchase of A Shares under the Proposed Share Repurchase shall be conducted by way of centralised auction trading on the Shanghai Stock Exchange in accordance with applicable laws and regulations of the PRC.

The repurchase of H Shares under the Proposed Share Repurchase shall be conducted on-market on the Hong Kong Stock Exchange in accordance with the Listing Rules, the Takeovers Code and other applicable laws and regulations.

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LETTER FROM THE BOARD

(d) Term of the Proposed Share Repurchase

The term of the repurchase of A Shares under the Proposed Share Repurchase shall be the period from the date of passing of the special resolutions in respect of the Proposed Share Repurchase at the EGM and the Class Meetings until the earlier of the following:

(i) the expiry of the six-month period after the passing of the special resolutions in respect of the Proposed Share Repurchase at the EGM and the Class Meetings (which, if there is any suspension of trading in A Shares for more than 10 consecutive trading days, may be extended for the period of the trading suspension); and
(ii) the date on which the amount of funds used in conducting the share repurchases reaches the limit under the Proposed Share Repurchase.

The term of the repurchase of H Shares under the Proposed Share Repurchase shall be the period from the date of passing of the special resolutions in respect of the Proposed Share Repurchase at the EGM and the Class Meetings until the earlier of the following:

(i) the date on which the amount of funds used in conducting the share repurchases reaches the limit under the Proposed Share Repurchase;
(ii) the conclusion of the next annual general meeting of the Company; and
(iii) the date of passing of special resolutions at an extraordinary general meeting of the Company and the Class Meetings to revoke or vary the H Share Repurchase Mandate.

The Company will conduct the Proposed Share Repurchase during the term of the Proposed Share Repurchase based on market conditions in accordance with the Listing Rules, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the relevant rules of the China Securities Regulatory Commission and other applicable laws and regulations.

(e) Intended uses of Shares to be repurchased and total amount of funds involved

Total amount of funds involved

Under the Proposed Share Repurchase, the Board proposes to conduct repurchase of A Shares and H Shares in the aggregate amount of not less than RMB200 million and up to RMB300 million (exclusive of any relevant taxes and administrative fees to be incurred under the Proposed Share Repurchase), whereby (i) the repurchase of A Shares is proposed to be in the amount of not less than RMB150 million and up to RMB250 million; and (ii) the repurchase of H Shares is proposed to be in the amount of not less than RMB50 million and up to RMB150

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LETTER FROM THE BOARD

million. The actual amount of funds to be allocated between the repurchase of A Shares and H Shares under the Proposed Share Repurchase shall be determined by the Board and its authorised person(s) with reference to market conditions.

For illustration purposes, based on the minimum repurchase price of A Shares of RMB1.90 per A Share and the proposed maximum repurchase amount for A Shares of RMB250 million, the number of A Shares to be repurchased under the Proposed Share Repurchase shall be no more than approximately 131,578,947 A Shares, representing approximately 1.66% of the issued A Share capital and approximately 1.13% of the total issued share capital of the Company as at the Latest Practicable Date. The maximum number of H Shares to be repurchased under the Proposed Share Repurchase shall be subject to the H Share Repurchase Mandate.

Intended uses of Shares to be repurchased

The A Shares to be repurchased under the Proposed Share Repurchase will be held by the Company for the purpose of future implementation of an A Share equity incentive scheme of the Company. In the event that the Company fails to implement an A Share equity incentive scheme within certain prescribed period, the A Shares, which have been repurchased but have not been assigned by the Company, shall be cancelled in accordance with the applicable laws and regulations of the PRC and the registered capital of the Company shall be reduced accordingly.

The H Shares to be repurchased under the Proposed Share Repurchase shall be cancelled in accordance with the Listing Rules and other applicable laws and regulations and the registered capital of the Company shall be reduced accordingly.

Undertaking by the Company

As disclosed in the poll results announcement of the Company dated 31 May 2018, resolutions were passed at the annual general meeting of the Company and the Class Meetings held on 31 May 2018 to approve, among other things, the extension of the resolutions regarding the Revised Proposed Non-public Issuance of A Shares and the relevant authorisation to the Board in connection with the Revised Proposed Non-public Issuance of A Shares for a further period of 12 months, commencing from 5 June 2018. As at the Latest Practicable Date, the Company had not yet received the written approval from the China Securities Regulatory Commission, which is the only outstanding condition precedent of the Revised Proposed Non-public Issuance of A Shares and the COSCO Subscription.

As at the Latest Practicable Date, the COSCO SHIPPING Concert Group controlled or was entitled to exercise control over the voting rights in respect of 4,458,195,175 A Shares and 100,944,000 H Shares, representing approximately 39.02% of the total issued share capital of the Company. The Company undertakes that in conducting the Proposed Share Repurchase and/or the Revised Proposed

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LETTER FROM THE BOARD

Non-pubic Issuance of A Shares, the Company shall make adjustments to the number of Shares to be repurchased under the Proposed Share Repurchase and/or the number of A Shares to be subscribed by COSCO SHIPPING under the COSCO Subscription, such that the voting rights of the COSCO SHIPPING Concert Group in the Company from the lowest percentage holding in any 12-month period will not increase by more than 2% and there will not be an obligation for the COSCO SHIPPING Concert Group to make a mandatory offer to the Shareholders under Rule 26 of the Takeovers Code.

(f) Price range and pricing principle for the Proposed Share Repurchase

The repurchase price of A Shares shall be in the range of RMB1.90 to RMB3.54 per A Share. In the event of any ex-right or ex-dividend events (such as distribution of dividend, bonus issue, capitalization of capital reserves) of the Company during the term of the Proposed Share Repurchase, the aforementioned range of repurchase price of A Shares shall be adjusted accordingly from the date of the relevant ex-right or ex-dividend event.

The repurchase price of H Shares shall not exceed 105% of the average closing price of H Share on the Hong Kong Stock Exchange for the five trading days preceding the date of the repurchase of the H Shares.

(g) Source of funds for the Proposed Share Repurchase

The Proposed Share Repurchase shall be funded by the internal resources of the Company.

(h) Validity period of the resolutions

The resolutions in relation to the Proposed Share Repurchase shall be valid for six months from the date of the passing of the special resolutions at the EGM and the Class Meetings and shall be consistent with the term of the Proposed Share Repurchase.

2. Proposal in relation to the Proposed Share Repurchase

Each of the following resolutions in the proposal in relation to the Proposed Share Repurchase will be submitted, by way of special resolutions, for the Shareholders’ consideration and approval at the EGM and the Class Meetings:

(i) purpose of the Proposed Share Repurchase;
(ii) classes of Shares to be repurchased;
(iii) method of the Proposed Share Repurchase;

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LETTER FROM THE BOARD

(iv) term of the Proposed Share Repurchase;
(v) intended uses of the Shares to be repurchased and total amount of funds involved;
(vi) price range and pricing principle for the Proposed Share Repurchase;
(vii) source of funds for the Proposed Share Repurchase; and
(viii) validity period of the resolutions.

3. General

In accordance with the requirements of Article 4.2 of the Articles of Association, the Company will, among other things, notify its creditors of the passing of the resolutions in relation to the Proposed Share Repurchase and convene a meeting of bondholders in respect of the outstanding bonds of the Company. The creditors of the Company are entitled to require the Company to repay any outstanding amount or to provide corresponding guarantee in respect of such outstanding amount.

IV. AUTHORISATION TO THE BOARD IN RELATION TO THE PROPOSED SHARE REPURCHASE

In order to ensure effective implementation of the Proposed Share Repurchase, the Board proposes to seek approval from the Shareholders at the EGM and the Class Meetings for authorisation to the Board and its authorised person(s) to handle all the matters in connection with the Proposed Share Repurchase in accordance with the relevant laws and regulations, including but not limited to:

(i) authorisation to the Board to repurchase Shares as appropriate during the term of the Proposed Share Repurchase, including the determination of matters such as timing, price, quantity and allocation of funds in relation to the Proposed Share Repurchase;
(ii) authorisation to the Board to adjust the price range and the range of funds to be applied for the repurchase of A Shares and H Shares during the term of the Proposed Share Repurchase;
(iii) determination of the implementation or the termination of the Proposed Share Repurchase according to the actual circumstances and share price performance of the Company;
(iv) setting up designated securities account(s) or other relevant securities account(s) in respect of the Proposed Share Repurchase following completion of relevant procedures;

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LETTER FROM THE BOARD

(v) determination of the use of Shares to be repurchased (including but not limited to implementation of an A Share equity incentive scheme and formulation of specific proposal in relation to the use of the A Shares to be repurchased for A Share equity incentive scheme), and authorisation to the Board to adjust the use of Shares to be repurchased according to the actual circumstances of the Company pursuant to the relevant laws and regulations;
(vi) reduction of registered capital of the Company, amendments to the Articles of Association and registration and filing with the relevant industry and commerce administration authority in respect of in respect of change of registered capital according to the actual circumstances of share repurchase;
(vii) adjustment to the proposal in relation to the Proposed Share Repurchase pursuant to the relevant laws and regulations, market conditions and actual operation conditions of the Company in the case of (a) new requirement(s) on share repurchase under new laws and regulations or (b) changes to market conditions, save for matters which require the approval of the Shareholders pursuant to the relevant laws and regulations and the Articles of Associations;
(viii) handling of all other matters not stated above but incidental to the Proposed Share Repurchase; and
(ix) subject to the obtaining by the Board of the approval from the Shareholders in respect of the authorisation under items (i) to (viii) above, authorisation to the Board to delegate the authorisation under items (i) to (viii) above to the Chairman of the Board and his/her authorised representative(s), except as otherwise provided under the relevant laws, regulations, normative documents and the Articles of Association.

The aforementioned authorisation to the Board and its authorised person(s) shall be valid during the period between the date of the passing of the relevant resolutions at the EGM and the Class Meetings and the day on which all the authorised matters in relation to the Proposed Share Repurchase have been completed.

V. PROPOSED GRANT OF H SHARE REPURCHASE MANDATE

For the purpose of conducting the repurchase of H Shares under the Proposed Share Repurchase, the Board proposes to seek from the Shareholders at the EGM and the Class Meetings, by way of special resolutions, a general mandate to the Directors to repurchase H Shares of up to 2% of the total number of issued H Shares as at the date of the EGM and the Class Meetings, namely, up to 75,020,000 H Shares on the basis that the total number of issued H Shares, being 3,751,000,000 H Shares as at the Latest Practicable Date, will remain unchanged on the date of the EGM and the Class Meetings.

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LETTER FROM THE BOARD

Subject to the approval of the Shareholders at the EGM and the Class Meetings, the H Share Repurchase Mandate will continue in force until the earlier of (i) the conclusion of the next annual general meeting of the Company; and (ii) the date of passing of special resolutions at an extraordinary general meeting of the Company and the Class Meetings to revoke or vary the H Share Repurchase Mandate.

An explanatory statement containing the information reasonable necessary to enable the Shareholders to make an informed decision on whether to vote for or against the special resolutions to approve the Proposed Share Repurchase and the granting of the H Share Repurchase Mandate as required under the Listing Rules is set out in Appendix II to this circular.

VI. THE EGM AND CLASS MEETINGS

The EGM and the Class Meetings will be held at 1:30 p.m. on Monday, 25 February 2019 at Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai, the PRC, for the Shareholders to consider and, if thought fit, approve the abovementioned resolutions. The voting in relation to such resolutions will be conducted by way of poll.

The Original Notice of EGM and the Original Notice of H Shares Class Meeting, which were despatched to the Shareholders on 11 January 2019, are reproduced on pages EGM-1 to EGM-2 and pages HCM-1 to HCM-2 of this circular, respectively. The Supplemental Notice of EGM and the Supplemental Notice of H Shares Class Meeting, which contains the additional resolutions to be proposed at the EGM and the H Shares Class Meeting, are set out on pages SEGM-1 to SEGM-3 and pages SHCM-1 to SHCM-3 of this circular, respectively.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the resolutions to be proposed at the EGM and/or the Class Meetings and therefore no Shareholder is required to abstain from voting at the EGM and/or the Class Meetings for the resolutions.

A Shareholder who has not yet lodged the Original Form of Proxy of EGM and/or the Original Form of Proxy of H Shares Class Meeting in accordance with the instructions printed thereon with Computershare is requested to complete and return the Revised Form of Proxy of EGM and/or the Original Form of Proxy of H Shares Class Meeting in accordance with the instructions printed thereon to Computershare not less than 24 hours before the time for holding the EGM and/or the H Shares Class Meeting or any adjournment thereof, if he or she wishes to appoint proxies to attend the EGM and/or the H Shares Class Meeting on his or her behalf. In this case, the Original Form of Proxy of EGM and/or the Original Form of Proxy of H Shares Class Meeting should not be lodged to Computershare.

A Shareholder who has already lodged the Original Form of Proxy of EGM and/or the Original Form of Proxy of H Shares Class Meeting in accordance with the instructions printed thereon with Computershare should note the following:

(i) If no Revised Form of Proxy of EGM and/or the Revised Form of Proxy of H Shares Class Meeting is lodged with Computershare, the Original Form of Proxy of EGM and/or the Original Form of Proxy of H Shares Class Meeting will be treated as a

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LETTER FROM THE BOARD

valid form of proxy lodged by the Shareholder if correctly completed. The proxy appointed under the Original Form of Proxy of EGM and/or 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 EGM and/or the H Shares Class Meeting, other than those referred to in (a) the Original Notice of EGM and/or the Original Notice of H Shares Class Meeting and (b) the Original Form of Proxy of EGM and/or the Original Form of Proxy of H Shares Class Meeting, including the additional resolutions set out in the Supplemental Notice of EGM and/or the Supplemental Notice of H Shares Class Meeting.

(ii) If the Revised Form of Proxy of EGM and/or 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 EGM and/or the H Shares Class Meeting or any adjournment thereof, the Revised Form of Proxy of EGM and/or the Revised Form of Proxy of H Shares Class Meeting will revoke and supersede the Original Form of Proxy of EGM and/or the Original Form of Proxy of H Shares Class Meeting previously lodged by the Shareholder. The Revised Form of Proxy of EGM and/or the Revised Form of Proxy of H Shares Class Meeting will be treated as a valid form of proxy lodged by the Shareholder if correctly completed.
(iii) If the Revised Form of Proxy of EGM and/or the Revised Form of Proxy of H Shares Class Meeting is lodged after 24 hours before the time for holding the EGM and/or the H Shares Class Meeting or any adjournment thereof, the Revised Form of Proxy of EGM and/or the Revised Form of Proxy of H Shares Class Meeting will be deemed invalid. It will not revoke the Original Form of Proxy of EGM and/or the Original Form of Proxy of H Shares Class Meeting previously lodged by the Shareholder. The Original Form of Proxy of EGM and/or the Original Form of Proxy of H Shares Class Meeting will be treated as a valid form of proxy lodged by the Shareholder if correctly completed. The proxy appointed under the Original Form of Proxy of EGM and/or 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 EGM and/or the H Shares Class Meeting, other than those referred to in (a) the Original Notice of EGM and/or the Original Notice of H Shares Class Meeting and (b) the Original Form of Proxy of EGM and/or the Original Form of Proxy of H Shares Class Meeting, including the additional resolutions set out in the Supplemental Notice of EGM and/or the Supplemental Notice of H Shares Class Meeting.

Completion and return of the Original Form of Proxy of EGM and/or the Original Form of Proxy of H Shares Class Meeting and/or Revised Form of Proxy of EGM and/or the Revised Form of Proxy of H Shares Class Meeting will not preclude a Shareholder from attending and voting in person at the EGM and/or the H Shares Class Meeting or at any adjourned meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

– 14 –

LETTER FROM THE BOARD

If you intend to attend the EGM and/or the H Shares Class Meeting 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 5 February 2019.

VII. RECOMMENDATION

The Board (including the independent non-executive Directors) considers that the resolutions mentioned above are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all the Shareholders to vote in favour of these resolutions to be proposed at the EGM and the Class Meetings.

VIII. FURTHER INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

By order of the Board COSCO SHIPPING Development Co., Ltd. Yu Zhen

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.”.

– 15 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

The full text of the Proposed Amendments to the Articles of Association is set out below.

Existing articles To be amended as Chapter I General Provisions Chapter I General Provisions Article 1.2 The Company was established as Article 1.2 The Company was established as a limited company in accordance with the a 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 limited” (hereinafter referred to as the “special regulation”) and other laws and “special regulation”) and other laws and regulations of the state. regulations of the state. As approved by the SASAC on February 5, As approved by the SASAC on February 5, 2004 through its document GZGG [2004] 2004 through its document GZGG [2004] No. 49, and set up by China Shipping No. 49, and set up by China Shipping (Group) Corporation as the exclusive (Group) Corporation (China Shipping sponsor through sponsorship, the Company (Group) Corporation was restructured and is registered with Shanghai Administration renamed to “China Shipping Group for Industry and Commerce on March 3, Company Limited” on 13 December 2017, 2004 and obtains its business license. The the old company name is used in the relevant current registration number of the articles of the Articles of Association where Company’s Legal Person Business License the history of the Company is stated) as the and its Unified Social Credibility Code is: exclusive sponsor through sponsorship, the 91310000759579978L. Company is registered with Shanghai Administration for Industry and Commerce Before the first issue of H Shares, the on March 3, 2004 and obtains its business Company had China Shipping (Group) license. The current registration number of Corporation as its shareholder, and the the Company’s Legal Person Business shares held by it were stated-owned legal License and its Unified Social Credibility shares. Code is: 91310000759579978L.

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.

– I-1 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing articles		To be amended as
Article 1.10 Senior executives as referred to	Article	1.10 Senior executives as referred to
in the Articles of Association include the	in the Articles of Association include the
chief executive officer, general manager,	chief executive officer, general manager,
deputy general managers, Board secretary,	deputy	general managers, chief accountant
chief accountant or chief financial officer	or chief financial officer, general counsel,
and other senior management personnel	Board	secretary and other senior
appointed by the Company’s Board of	management personnel appointed by the
Directors.	Company’s Board of Directors.
Chapter IV Capital Reduction and	Chapter IV Capital Reduction and
Share Repurchase		Share Repurchase
Article 4.3 After adoption in the procedure	Article	4.3 After adoption in the procedure
stated in the Articles of Association and	stated in the Articles of Association and
approval by relevant state’s authority, the	approval by relevant state’s authority, the
Company may repurchase the stock issued	Company may repurchase the stock issued
by it in the following cases:	by it in	the following cases:
(I) To cancel stock to reduce	(I)	To reduce the Company’s registered
company’s capital;		capital;
(II) To merge with other companies	(II)	To merge with other companies
holding stock of the Company;		holding stock of the Company;
(III) Awarding shares to Company staff;	(III)	To carry out employee stock
		ownership plans or equity incentive
(IV) Shareholders object to resolutions		plans;
of the general meeting concerning
merger or division of the Company,	(IV)	Shareholders object to resolutions
requiring the Company to buy their		of the general meeting concerning
shares;		merger or division of the Company,
		requiring the Company to buy their
(V) Other cases as permitted by laws		shares;
and regulations.
	(V)	To convert convertible corporate
The Company shall not buy or sell shares of		bonds issued by the Company;
the Company unless in the aforesaid
circumstances.	(VI)	The share repurchase is necessary to
		maintain the value of the Company
In buying back the shares already issued, the		and the interests of its shareholders.

In buying back the shares already issued, the Company shall observe the relevant laws, regulations and Articles 4.4 to 4.7 of the Articles of Association.

The Company shall not buy or sell shares of the Company unless in the aforesaid circumstances.

– I-2 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Existing articles	Existing articles						To be amended as
								In buying back the shares already issued, the
								Company shall observe the relevant laws,
								regulations and Articles 4.4 to 4.8 of the
								Articles of Association.
Article 4.4After approval by relevant state’s								Article 4.4After approval by relevant state’s
authority, the Company		may repurchase					the	authority, the Company may repurchase the
stock in	one of the following forms:							stock in one of the following forms:
(I)	Send a repurchase offer			to	all		the	(I) Send a repurchase offer to all the
	shareholders	with	the			same		shareholders with the same
	proportion;							proportion;
(II)	Repurchase the	stock in		the public				(II) Repurchase the stock in the public
	way at the securities exchange;							way at the securities exchange;
(III)	Repurchase the stock				in		the	(III) Repurchase the stock in the
	agreement form	at other	places than					agreement form at other places than
	the securities exchange;							the securities exchange;
(IV)	Other means stipulated by laws						and	(IV) Other means stipulated by laws and
	regulations or	approved			by		the	regulations or approved by the
	securities authority of			the		State		securities authority of the State
	Council.							Council.
								When the Company repurchases its shares
								under items (III), (V) or (VI) of Article 4.3,
								such repurchase shall be conducted by way
								of public centralized trading in the securities
								exchange or other means as permitted by
								other laws, regulations or rules of the
								securities exchange.

– I-3 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing articles

Article 4.6 Where the Company repurchases the redeemable stock which it is entitled to do so in a non-open form or in the form of an offer, the price shall not exceed a certain price ceiling. If the repurchase is conducted in the form of an offer, then, the offer must be made to all the shareholders under the same conditions.

To be amended as

After repurchasing the stock in accordance with the law, the Company shall cancel such stock in the period specified by the legal and administrative stipulations. After the Company has bought back its shares, such shares shall be cancelled within 10 days after buyback in the circumstance set out in (I) of Article 4.3, or shall be transferred or cancelled within 6 months in the circumstances set out in (II) and (IV), or shall be transferred to the employees within one year in the circumstances set out in (III).

After repurchasing the stock in accordance with the law, the Company shall cancel such stock in the period specified by the legal and administrative stipulations. After the Company has bought back its shares, such shares shall be cancelled within 10 days after buyback in the circumstance set out in (I) of Article 4.3, or shall be transferred or cancelled within 6 months in the circumstances set out in (II) and (IV), or the total number of shares held by the Company shall not exceed 10% of its total outstanding shares and such shares shall be transferred or cancelled within three years in the circumstances set out in (III), (V) and (VI).

The total par value of the cancelled shares shall be deducted from the registered capital of the Company, and the resulting change of the registered capital shall be registered with the original company registration authority.

the registered capital shall be registered with The total par value of the cancelled shares the original company registration authority. shall be deducted from the registered capital of the Company, and the resulting change of the registered capital shall be registered with the original company registration authority. Not applicable Article 4.8 Where the Company repurchases its shares under items (I) or (II) of Article 4.3, a resolution thereon shall be resolved at the general meeting. Where the Company repurchases its shares under items (III), (V) or (VI) of Article 4.3, a resolution thereon may, pursuant to the Articles of Association, be resolved at a Board meeting that is attended by at least two-thirds of all directors.

– I-4 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

		Existing articles			To be amended as
	Chapter VIII General meeting			Chapter VIII General meeting
Article		8.2 The general meeting shall	Article		8.2 The general meeting shall
exercise		the following functions and powers:	exercise		the following functions and powers:
(I)		to decide on the Company’s	(I)		to decide on the Company’s
		operational policies and investment			operational policies and investment
		plans and to consider and approve			plans and to consider and approve
		any material investment plans			any material investment plans
		requiring approval of a general			requiring approval of a general
		meeting;			meeting;
(II)		to elect and replace directors and to	(II)		to elect and replace directors and to
		decide on matters relating to the			decide on matters relating to the
		remuneration of directors;			remuneration of directors;
(III)		to elect and replace supervisors	(III)		to elect and replace supervisors
		assumed by representatives of the			assumed by representatives of the
		shareholders and to decide on			shareholders and to decide on
		matters relating to the remuneration			matters relating to the remuneration
		of supervisors;			of supervisors;
(IV)		to examine and approve the Board	(IV)		to examine and approve the Board
		of Directors’ reports;			of Directors’ reports;
(V)		to examine and approve the	(V)		to examine and approve the
		supervisory committee’s reports;			supervisory committee’s reports;
(VI)		to examine and approve the	(VI)		to examine and approve the
		Company’s proposed annual			Company’s proposed annual
		preliminary and final budgets;			preliminary and final budgets;
(VII)		to examine and approve the	(VII)		to examine and approve the
		Company’s profit distribution plans			Company’s profit distribution plans
		and loss recovery plans;			and loss recovery plans;
(VIII)		to pass resolutions on the increase	(VIII)		to pass resolutions on the increase
		or decrease of the Company’s			or decrease of the Company’s
		registered capital;			registered capital;

– I-5 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Existing articles		To be amended as
(IX)	to pass resolutions on matters such	(IX)	to pass resolutions on matters such
	as the merger, division, dissolution,		as the merger, division, dissolution,
	liquidation and alternation of		liquidation and alternation of
	corporation form of the Company;		corporation form of the Company;
(X)	to pass resolutions on the issuance	(X)	to pass resolutions on the issuance
	of bonds by the Company;		of bonds by the Company;
(XI)	to pass resolutions on the	(XI)	to pass resolutions on the
	appointment, dismissal and non-		appointment, dismissal and non-
	reappointment of the accounting		reappointment of the accounting
	firms of the Company;		firms of the Company;
(XII)	to amend the Articles of	(XII)	to amend the Articles of
	Association;		Association;
(XIII)	to pass resolutions on the	(XIII)	to pass resolutions on the
	Company’s external guarantees		Company’s external guarantees
	which shall be approved by the		which shall be approved by the
	general meeting pursuant to Article		general meeting pursuant to Article
	8.4 hereof;		8.4 hereof;
(XIV)	to consider the Company’s purchase	(XIV)	to consider the Company’s purchase
	or disposal of major assets within		or disposal of major assets within
	one year with a transaction amount		one year with a transaction amount
	exceeding 30% of the latest audited		exceeding 30% of the latest audited
	total assets of the Company;		total assets of the Company;
(XV)	to consider resolutions raised by the	(XV)	to consider resolutions raised by the
	shareholders representing 3% or		shareholders representing 3% or
	more of the voting shares of the		more of the voting shares of the
	Company;		Company;
(XVI)	share incentive scheme;	(XVI)	share incentive scheme;
(XVII)	to consider and approve matters	(XVII)	to consider and approve matters
	relating to the changes in the use of		relating to the changes in the use of
	proceeds from share offerings; and		proceeds from share offerings; and

– I-6 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing articles To be amended as (XVIII) other matters on which resolutions (XVIII) to pass resolutions on share should be passed at the general repurchase made by the Company meeting in accordance with the under items (I) or (II) of Article 4.3; laws, regulations, relevant listing and rules and the Articles of Association. (XIX) other matters on which resolutions should be passed at the general The general meeting may authorize or meeting in accordance with the appoint the Board to handle matters laws, regulations, relevant listing authorized or delegated by the general rules and the Articles of meeting. Association. Under necessary and reasonable The general meeting may authorize or circumstances, the general meeting may appoint the Board to handle matters authorize the Board to decide, within the authorized or delegated by the general scope of a mandate granted by the general meeting. meeting, specific matters relating to matters to be resolved on by the general meeting Under necessary and reasonable which may not be decided upon immediately circumstances, the general meeting may at a general meeting. authorize the Board to decide, within the

Under necessary and reasonable circumstances, the general meeting may authorize the Board to decide, within the scope of a mandate granted by the general meeting, specific matters relating to matters to be resolved on by the general meeting which may not be decided upon immediately at a general meeting.

– I-7 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

		Existing articles			To be amended as
Article		8.29 The following shall be passed	Article		8.29 The following shall be passed
by	a	special resolution at the general	by	a	special resolution at the general
meeting:			meeting:
(I)		an increase or reduction of the share	(I)		an increase or reduction of the share
		capital of the Company, or issuance			capital of the Company, or issuance
		of shares of any class, warrants and			of shares of any class, warrants and
		other similar securities by the			other similar securities by the
		Company;			Company;
(II)		An issuance of debentures by the	(II)		An issuance of debentures by the
		Company;			Company;
(III)		The merger, division, dissolution	(III)		The merger, division, dissolution
		and liquidation of the Company;			and liquidation of the Company;
(IV)		Amendments to the Articles of	(IV)		Amendments to the Articles of
		Association;			Association;
(V)		Acquisition or disposal of major	(V)		Acquisition or disposal of major
		assets or provision of guarantee by			assets or provision of guarantee by
		the Company within one year with			the Company within one year with
		the amount exceeding 30% of the			the amount exceeding 30% of the
		latest audited total assets of the			latest audited total assets of the
		Company;			Company;
(VI)		Approval of share incentive	(VI)		Approval of share incentive
		scheme;			scheme;
(VII)		Other matters which are resolved by	(VII)		Other matters which are resolved by
		ordinary resolutions at general			ordinary resolutions at general
		meeting to be of material effect to			meeting to be of material effect to
		the Company or are required by the			the Company or are required by the
		Articles of Association to be passed			Articles of Association to be passed
		by special resolutions; and			by special resolutions;

– I-8 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Existing articles		To be amended as
(VIII)	Other matters which shall be passed	(VIII)	A share repurchase made by the
	by special resolution at a general		Company under items (I) or (II) of
	meeting as stipulated by the laws,		Article 4.3;
	regulations and relevant Listing
	Rules.	(IX)	Other matters which shall be passed
			by special resolution at a general
			meeting as stipulated by the laws,
			regulations and relevant Listing
			Rules.
	Chapter X Board of directors		Chapter X Board of directors
Article 10.5The Board of Directors shall be		Article 10.5The Board of Directors shall be
responsible for general meeting and shall		responsible for general meeting and shall
exercise the following powers:		exercise the following powers:
(I)	to be responsible for convening	(I)	to be responsible for convening
	general meeting and reporting its		general meeting and reporting its
	work to the general meeting;		work to the general meeting;
(II)	to implement resolutions approved	(II)	to implement resolutions approved
	at general meetings;		at general meetings;
(III)	to decide on the Company’s	(III)	to decide on the Company’s
	business operating plans, as well as		business operating plans, as well as
	investment plans and investment		investment plans and investment
	proposals other than those to be		proposals other than those to be
	considered and approved at general		considered and approved at general
	meetings;		meetings;
(IV)	to formulate the Company’s	(IV)	to formulate the Company’s
	proposed annual financial budget		proposed annual financial budget
	and final accounts;		and final accounts;
(V)	to formulate the Company’s profit	(V)	to formulate the Company’s profit
	distribution plan (including final		distribution plan (including final
	dividend distribution plan) and plan		dividend distribution plan) and plan
	for recovery of losses;		for recovery of losses;
(VI)	to formulate proposals for the	(VI)	to formulate proposals for the
	increase in or reduction of the		increase in or reduction of the
	Company’s registered capital and		Company’s registered capital and
	the issuance of corporate bonds or		the issuance of corporate bonds or
	other securities and listing;		other securities and listing;

– I-9 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Existing articles		To be amended as
(VII)	to formulate plans for repurchase of	(VII)	to formulate plans for share
	shares of the Company, and plans		repurchase by the Company under
	for merging, separation and		the circumstances stipulated in
	dissolution or transformation of the		items (I) and (II) of Article 4.3, and
	Company’s structure;		plans for merging, separation and
			dissolution or transformation of the
(VIII)	to decide on other external		Company’s structure;
	guarantees which require the
	approval of the general meetings	(VIII)	to approve share repurchase by the
	pursuant to laws, administrative		Company under any of the
	regulations and the Articles of		circumstances stipulated in items
	Association;		(III), (V) and (VI) of Article 4.3;
(IX)	to decide on the investment,	(IX)	to decide on other external
	purchase and disposal of assets,		guarantees which require the
	asset mortgage, entrusted financial		approval of the general meetings
	management, connected		pursuant to laws, administrative
	transactions, etc. within the		regulations and the Articles of
	authority granted by general		Association;
	meetings;
		(X)	to decide on the investment,
(X)	to decide on the establishment of		purchase and disposal of assets,
	the Company’s internal		asset mortgage, entrusted financial
	management structure;		management, connected
			transactions, etc. within the
			authority granted by general
			meetings;

– I-10 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Existing articles		To be amended as
(XI)	in accordance with the chairman’s	(XI)	to decide on the establishment of
	nomination, to appoint or dismiss		the Company’s internal
	the Company’s chief executive		management structure;
	officer or board secretary, and in
	accordance with the chief executive	(XII)	in accordance with the chairman’s
	officer’s nomination, to appoint or		nomination, to appoint or dismiss
	dismiss the general manager, deputy		the Company’s chief executive
	general manager, chief accountant		officer or board secretary, and in
	or chief financial officer of the		accordance with the chief executive
	Company and to decide on their		officer’s nomination, to appoint or
	remuneration; to appoint or replace		dismiss the general manager, deputy
	the members of the Board of		general manager, chief accountant
	Directors and the supervisory		or chief financial officer, general
	committee of the wholly-owned		counsel and other senior
	subsidiaries of the Company, to		management personnel that shall be
	appoint, replace or recommend on		appointed by the Company’s Board
	the appointment of the shareholder		of Directors and to decide on their
	representative, director and		remuneration; to appoint or replace
	supervisors of the subsidiaries and		the members of the Board of
	associates of the Company;		Directors and the supervisory
			committee of the wholly-owned
(XII)	to formulate the Company’s basic		subsidiaries of the Company, to
	management systems;		appoint, replace or recommend on
			the appointment of the shareholder
(XIII)	to formulate and implement share		representative, director and
	incentive scheme (including share		supervisors of the subsidiaries and
	option plan permitted by laws and		associates of the Company;
	regulations);
		(XIII)	to formulate the Company’s basic
(XIV)	to formulate proposals for the		management systems;
	amendments of the Company’s
	Articles of Association;	(XIV)	to formulate and implement share
			incentive scheme (including share
(XV)	subject to in compliance with the		option plan permitted by laws and
	relevant laws of China, to decide		regulations);
	upon the Company’s wage standard
	and welfare and incentive policy;	(XV)	to formulate proposals for the
			amendments of the Company’s
			Articles of Association;
		(XVI)	subject to in compliance with the
			relevant laws of China, to decide
			upon the Company’s wage standard
			and welfare and incentive policy;

– I-11 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing articles To be amended as
(XVI) to resolve on the other important (XVII) to resolve on the other important matters and administrative affairs of matters and administrative affairs of the Company other than those which the Company other than those which shall be resolved at general shall be resolved at general meetings pursuant to Company Law meetings pursuant to Company Law and the Articles of Association, and and the Articles of Association, and to enter into other important to enter into other important agreements; agreements;
(XVII) to formulate the Company’s plans (XVIII) to formulate the Company’s plans for major acquisition or disposal; for major acquisition or disposal;
(XVIII) to promote corporate governance (XIX) to promote corporate governance and decision making in accordance and decision making in accordance with law, to supervise the with law, to supervise the construction planning of legal construction planning of legal corporate governance, to develop corporate governance, to develop and implement the general legal and implement the general legal adviser system, and to guide the adviser system, and to guide the study of resolving major issues on study of resolving major issues on construction of legal corporate construction of legal corporate governance, so as to provide the governance, so as to provide the conditions and protection for the conditions and protection for the construction of legal corporate construction of legal corporate governance in accordance with law; governance in accordance with law;
(XIX) to perform other functions as delegated by the general meeting and the Articles of Association of the Company.
(XX) to perform other functions as delegated by the general meeting and the Articles of Association of the Company.

Except for resolutions of the Board of Directors in respect of matters specified in items (VI), (VII), (VIII), (XI) and (XIV) of this article which shall be passed by more than two-thirds of all the directors, resolutions of the Board of Directors in respect of all other matters may be passed by a majority of directors.

Except for resolutions of the Board of Directors in respect of matters specified in items (VI), (VII), (VIII), (IX), (XII), (XV) of this article which shall be passed by more than two-thirds of all the directors, resolutions of the Board of Directors in respect of all other matters may be passed by a majority of directors.

– I-12 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existingg articles

Existingg articles To be amended as If any director of the Company is associated If any director of the Company is associated with the enterprises that are involved in the with the enterprises that are involved in the matters to be resolved at the Board meetings, matters to be resolved at the Board meetings, he or she shall not exercise his or her voting he or she shall not exercise his or her voting rights for such matters, nor shall such rights for such matters, nor shall such director exercise voting rights on behalf of director exercise voting rights on behalf of other directors. Such Board meetings shall other directors. Such Board meetings shall be convened by a majority of the directors be convened by a majority of the directors present thereat who are not connected. The present thereat who are not connected. The resolution of the Board meeting shall be resolution of the Board meeting shall be passed by more than half of the nonpassed by more than half of the nonconnected directors. If the number of nonconnected directors. If the number of nonconnected directors attending the meetings connected directors attending the meetings is less than 3, such resolutions shall be is less than 3, such resolutions shall be submitted to the general meeting for submitted to the general meeting for approval. approval. The Board of Directors’ resolutions in The Board of Directors’ resolutions in respect of connected transactions of the respect of connected transactions of the Company shall only come into effect upon Company shall only come into effect upon the signing by independent directors. the signing by independent directors. If the matter to be considered at the Board meeting involves any legal issue, the general counsel shall attend the meeting and provide legal advice.

– I-13 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

	Existing articles		To be amended as
Article 10.9 The chairman of the Board of		Article	10.9 The chairman of the	Board	of
Directors shall perform the following		Directors shall perform the		following
functions:		functions:
(I)	Preside over the general meetings	(I)	Preside over the general	meetings
	and convene and preside over the		and convene and preside	over	the
	meetings of the Board of Directors;		meetings of the Board of Directors;
(II)	Review the implementation of	(II)	Review the implementation		of
	resolutions of the Board of		resolutions of the Board		of
	Directors;		Directors;
(III)	Sign securities issued by the	(III)	Sign securities issued	by	the
	Company;		Company;
(IV)	Other functions as delegated by the	(IV)	Listen to work reports		on
	Board of Directors.		construction of legal	corporate
			governance;
The vice chairman shall assist the chairman
in performing his duties. If the chairman is		(V)	Other functions as delegated by		the
unable or fails to perform his duties he may			Board of Directors.

The vice chairman shall assist the chairman in performing his duties. If the chairman is (V) Other functions as delegated by the unable or fails to perform his duties, he may Board of Directors. designate the vice chairman to perform such duties on his behalf. If the vice chairman is The vice chairman shall assist the chairman unable or fails to perform his duties, a in performing his duties. If the chairman is director shall be elected by more than half of unable or fails to perform his duties, he may the directors to perform such duties. designate the vice chairman to perform such duties on his behalf. If the vice chairman is unable or fails to perform his duties, a director shall be elected by more than half of the directors to perform such duties.

– I-14 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Existing articles To be amended as Article 10.13 Board meetings shall be held Article 10.13 Board meetings shall only if more than half of all the directors are generally be held only if more than half of present. all the directors are present. If the matters to be considered by the Board of Directors are Each director has one vote. The Board of required to be resolved by a two-thirds Directors’ resolutions must be voted for by majority of directors according to laws and more than half of all the directors unless regulations or Article 10.5, Board meetings otherwise required by relevant laws and shall be held only if more than two-thirds of regulations or the Articles of Association. all the directors are present. In the event of equal pros and cons, the Each director has one vote. The Board of chairman of the Board of Directors has the Directors’ resolutions must be voted for by right to cast one more vote. more than half of all the directors unless otherwise required by relevant laws and regulations or the Articles of Association. In the event of equal pros and cons, the chairman of the Board of Directors has the right to cast one more vote.

– I-15 –

EXPLANATORY STATEMENT

APPENDIX II

The following is an explanatory statement required by Rule 10.06(1)(b) of the Listing Rules to provide the Shareholders with information reasonably necessary to enable such Shareholders to make an informed decision on whether to vote for or against the special resolutions to approve the Proposed Share Repurchase and the granting of the H Share Repurchase Mandate.

1. NUMBER OF SHARES PROPOSED TO BE REPURCHASED

As at the Latest Practicable Date, the total number of issued Shares was 11,683,125,000, which comprised 7,932,125,000 A Shares and 3,751,000,000 H Shares.

Subject to the passing of the special resolutions in respect of the Proposed Share Repurchase, assuming that the Company conducts the repurchase of A Shares under the Proposed Share Repurchase at the minimum repurchase price of A Shares of RMB1.90 per A Share and the proposed maximum repurchase amount for A Shares of RMB250 million, the number of A Shares to be repurchased under the Proposed Share Repurchase shall be no more than approximately 131,578,947 A Shares, representing approximately 1.66% of the issued A Share capital and approximately 1.13% of the total issued share capital of the Company.

Subject to the passing of the special resolutions in respect of the Proposed Share Repurchase and the granting of the H Share Repurchase Mandate, on the basis that the total number of issued H Shares, being 3,751,000,000 H Shares as at the Latest Practicable Date, will remain unchanged on the date of the EGM and the Class Meetings, during the period in which the H Share Repurchase Mandate remain in force, the Directors will be authorised under the H Share Repurchase Mandate to repurchase up to 75,020,000 H Shares, representing 2.00% of the issued H Share capital and approximately 0.64% of the total issued share capital of the Company.

2. REASONS FOR SHARE REPURCHASE

With a view to, among other things, improving the long-term incentive system of the Company and promoting the long term and sustainable development of the Company, the Board proposes to conduct the Proposed Share Repurchase whereby the A Shares to be repurchased by the Company will be used for future implementation of an A Share equity incentive scheme of the Company. The repurchase of A Shares and H Shares under the Proposed Share Repurchase will also serve to protect the interests of the investors and enhance the investors’ confidence in the Company.

Further, repurchase of Shares may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per share of the Company and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.

– II-1 –

EXPLANATORY STATEMENT

APPENDIX II

The Directors are of the view that the Proposed Share Repurchase and the granting of the H Share Repurchase Mandate are in the best interests of the Company and the Shareholders as a whole.

3. SOURCE OF FUNDS

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the PRC, as the case may be.

The Directors propose that the Proposed Share Repurchase, if and when effected, would be appropriately financed by the Company’s internal resources.

4. IMPACT ON WORKING CAPITAL

As compared with the financial position of the Company as of 31 December 2017 (being the date to which the latest audited accounts of the Company were made up), the Directors consider that there will not be a material adverse impact on the working capital or the gearing position of the Company in the event that the Proposed Share Repurchase was to be carried out in full and the H Share Repurchase Mandate was to be exercised in full, during the proposed repurchase period.

5. MARKET PRICES OF SHARES

The highest and lowest closing prices at which the A Shares and the H Shares were traded on the Shanghai Stock Exchange and the Hong Kong Stock Exchange, respectively, during each of the previous twelve months up to the Latest Practicable Date were as follows:

	A Shares		H Shares
	Lowest	Highest	Lowest	Highest
	RMB	RMB	HK$	HK$
2018
January	3.38	3.54	1.62	1.78
February	3.06	3.40	1.51	1.72
March	3.00	3.22	1.46	1.59
April	2.95	3.07	1.43	1.50
May	2.87	3.12	1.42	1.61
June	2.45	2.93	1.24	1.53
July	2.30	2.55	1.19	1.28
August	2.31	2.52	1.14	1.25
September	2.26	2.39	0.99	1.14
October	2.07	2.37	0.80	1.04
November	2.26	2.49	0.82	0.90
December	2.28	2.42	0.78	0.91
2019
January (up to the
Latest Practicable Date)	2.26	2.44	0.78	0.91

– II-2 –

EXPLANATORY STATEMENT

APPENDIX II

6. GENERAL

To the best of the knowledge of the Directors having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention, in the event that the Proposed Share Repurchase and the granting of the H Share Repurchase Mandate are is approved by the Shareholders, to sell any Shares to the Company.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company, in the event that the Proposed Share Repurchase and the granting of the H Share Repurchase Mandate are approved by the Shareholders.

The Directors have undertaken to the Hong Kong Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Proposed Share Repurchase and the H Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws and regulations of the PRC.

7. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Proposed Share Repurchase and the H Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, the COSCO SHIPPING Concert Group controlled or was entitled to exercise control over the voting rights in respect of 4,458,195,175 A Shares and 100,944,000 H Shares, representing approximately 39.02% of the total issued share capital of the Company, and COSCO SHIPPING was the indirect controlling shareholder of the Company.

For illustration purposes, assuming that the Company conducts the repurchase of A Shares under the Proposed Share Repurchase at the minimum repurchase price of A Shares of RMB1.90 per A Share and the proposed maximum repurchase amount for A Shares of RMB250 million, the number of A Shares to be repurchased under the Proposed Share Repurchase shall be no more than approximately 131,578,947 A Shares, representing approximately 1.66% of the issued A Share capital and approximately 1.13% of the total issued share capital of the Company as at the Latest Practicable Date.

– II-3 –

EXPLANATORY STATEMENT

APPENDIX II

In the event that the Directors carry out the repurchase of A Shares under the Proposed Share Repurchase in full (based on the minimum repurchase price of A Shares of RMB1.90 per A Share and the proposed maximum repurchase amount for A Shares of RMB250 million) and exercise the H Share Repurchase Mandate in full, the voting rights of the COSCO SHIPPING Concert Group in the Company would be increased to approximately 39.73% of the total voting rights in the Company. On this basis, if the repurchase of A Shares under Proposed Share Repurchase is carried out in full and the H Share Repurchase Mandate is exercised in full by the Company and assuming that the COSCO SHIPPING Concert Group do not receive, acquire or dispose of any Shares, the Directors believe that such an increase of voting rights of the COSCO SHIPPING Concert Group will not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

In light of the Revised Proposed Non-public Issuance of A Shares and the COSCO Subscription, the Company undertakes that in conducting the Proposed Share Repurchase and/or the Revised Proposed Non-pubic Issuance of A Shares, the Company shall make adjustments to the number of Shares to be repurchased under the Proposed Share Repurchase and/or the number of A Shares to be subscribed by COSCO SHIPPING under the COSCO Subscription, such that the voting rights of the COSCO SHIPPING Concert Group in the Company from the lowest percentage holding in any 12-month period will not increase by more than 2% and there will not be an obligation for the COSCO SHIPPING Concert Group to make a mandatory offer to the Shareholders under Rule 26 of the Takeovers Code.

Save as disclosed above, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a consequence of any repurchases pursuant to the Proposed Share Repurchase and the H Share Repurchase Mandate.

8. SHARE REPURCHASES MADE BY THE COMPANY

The Company had not purchased any Shares (whether on the Hong Kong Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

– II-4 –

NOTICE OF EGM

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.

==> picture [91 x 33] intentionally omitted <==

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)

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 1:30 p.m. on Monday, 25 February 2019 (or at any adjournment thereof) at Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai, the People’s Republic of China to consider and, if thought fit, pass the following resolution. Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the announcement of the Company dated 10 January 2019 (the “ Announcement ”).

SPECIAL RESOLUTION

To consider and approve the resolution in relation to the Proposed Amendments to the Articles of Association, details of which are set out in the Announcement:

“ THAT

(a) the Proposed Amendments to the Articles of Association be and are hereby approved and confirmed; and
(b) any one director of the Company be and is hereby authorised to do all such acts and things (including filing the amended articles of association of the Company with the relevant authorities for approval, endorsement and/or registration as appropriate) and execute and deliver all such documents, deeds or instruments (including affixing the common seal of the Company thereon) and take all such steps as the director in his or her sole opinion and absolute discretion may consider necessary, appropriate or desirable to implement or give effect to the Proposed Amendments to the Articles of Association.”

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

Shanghai, the People’s Republic of China

11 January 2019

– EGM-1 –

NOTICE OF EGM

Notes :

For the purpose of holding the EGM, the register of H Shares members of the Company (the “ Register of Members ”) will be closed from 26 January 2019 to 25 February 2019 (both days inclusive), during which period(the “ H no Shareholders transfer of ”)H whoseShares namesof the appearCompanyon thewillRegisterbe registered.of MembersHoldersat ofthethecloseCompany’sof businessH Shareson 25 January 2019 are entitled to attend and vote at the EGM.
In order to attend and vote at 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 25 January 2019.

The address of Computershare is as follows: Shops 1712-1716, 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong

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 5 February 2019).

The address of the Directorate Secretary Office of the Company is as follows: 5th Floor, COSCO SHIPPING Plaza 5299 Binjiang Dadao Pudong New District Shanghai the People’s Republic of China Tel: (8621) 6596 7333 Fax: (8621) 6596 6498

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 Shareholder or not, to attend and vote on his/her behalf at the EGM.
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.
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 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.
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.
Pursuant to 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 at www.hkexnews.hk after the EGM.
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.
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.

The Board 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. Liang Yanfeng, being non-executive directors, and Mr. Cai Hongping, Ms. Hai Chi Yuet, Mr. Graeme Jack, Mr. Lu Jianzhong, Mr. Gu Xu and Ms. Zhang Weihua, 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.”.

– EGM-2 –

SUPPLEMENTAL NOTICE OF EGM

==> picture [91 x 32] intentionally omitted <==

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)

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Reference is made to the notice of the extraordinary general meeting dated 11 January 2019 (the “ Original Notice of EGM ”) which sets out the details of the extraordinary general meeting (the “ EGM ”) of COSCO SHIPPING Development Co., Ltd. (the “ Company ”) to be held at 1:30 p.m. on Monday, 25 February 2019 (or at any adjournment thereof) at Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai, the People’s Republic of China, and the resolution to be proposed at the EGM for the Shareholders’ approval. Unless otherwise defined, capitalised terms used in this supplemental notice shall have the same meanings as those defined in the circular of the Company dated 1 February 2019 (the “ Circular ”).

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM will be held, as originally scheduled, to consider and, if thought fit, pass the following resolutions as special resolutions of the Company, in addition to the resolution set out in the Original Notice of EGM:

SPECIAL RESOLUTIONS

To consider and approve the resolution in relation to the Proposed Share Repurchase, the details of which are set out in the Circular:

“ THAT

each of the following items in respect of the Proposed Share Repurchase be and is hereby approved, confirmed and ratified, and be implemented conditional upon approvals and/or authorisations having been obtained from the relevant authorities:

(a) purpose of the Proposed Share Repurchase;
(b) classes of Shares to be repurchased;
(c) method of the Proposed Share Repurchase;

– SEGM-1 –

SUPPLEMENTAL NOTICE OF EGM

(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:

“ THAT

(a) subject to paragraph (b) below, a general mandate is hereby granted to the Directors to exercise during the Relevant Period (as defined in paragraph (c) below) all the powers of the Company to repurchase H Shares in accordance with all applicable laws and regulations;
(b) the total number of H Shares to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 2% of the total number of issued H Shares as at the date of passing of this resolution and the said mandate shall be limited accordingly; and
(c) for the purpose of this resolution, “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company; and
(ii) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the Shareholders in a general meeting of the Company and the A Shareholders and the H Shareholders at the respective class meetings of the Company.”

By order of the Board of COSCO SHIPPING Development Co., Ltd. Yu Zhen

Company Secretary

Shanghai, the People’s Republic of China

1 February 2019

– SEGM-2 –

SUPPLEMENTAL NOTICE OF EGM

Notes:

Save for the inclusion of the additional proposed resolutions as set out in this supplemental notice of EGM, there are no other changes to the resolution set out in the Original Notice of EGM. For details of the other resolution to be considered at the EGM, closure of the register of H Shares members of the Company (the “ Register of Members ”), eligibility for attending the EGM, registration procedures for attending the EGM, appointment of proxy, method of voting and other relevant matters, please refer to the Original Notice of EGM.
Since the form of proxy dated 11 January 2019 (the “ Original Form of Proxy of EGM ”) sent together with the Original Notice of EGM does not contain the additional proposed resolutions as set out in this supplemental notice of EGM, a revised form of proxy (the “ Revised Form of Proxy of EGM ”) has been prepared and is enclosed with this supplemental notice of EGM.
A Shareholder who has not yet lodged the Original Form of Proxy of EGM in accordance with the instructions printed thereon with Computershare, the Company’s H Share registrar, is requested to complete and return the enclosed Revised Form of Proxy of EGM in accordance with the instructions printed thereon to Computershare not less than 24 hours before the time for holding the EGM or any adjournment thereof, if he or she wishes to appoint proxies to attend the EGM on his or her behalf. In this case, the Original Form of Proxy of EGM should not be lodged to Computershare.

The address of Computershare is as follows: Shops 1712-1716, 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong

A Shareholder who has already lodged the Original Form of Proxy of EGM in accordance with the instructions printed thereon with Computershare should note the following:
a. If no Revised Form of Proxy of EGM is lodged with Computershare, the Original Form of Proxy of EGM will be treated as a valid form of proxy lodged by the Shareholder if correctly completed. The proxy appointed under the Original Form of Proxy of EGM will be entitled to vote in his or her discretion or abstain from voting on any resolutions properly put to the EGM, other than those referred to in the Original Notice of EGM and the Original Form of Proxy of EGM, including the additional resolutions set out in this supplemental notice of EGM.
b. If the Revised Form of Proxy of EGM is lodged with Computershare in accordance with the instructions printed thereon not less than 24 hours before the time for holding the EGM or any adjournment thereof, the Revised Form of Proxy of EGM will revoke and supersede the Original Form of Proxy of EGM previously lodged by the Shareholder. The Revised Form of Proxy of EGM will be treated as a valid form of proxy lodged by the Shareholder if correctly completed.
c. If the Revised Form of Proxy of EGM is lodged after 24 hours before the time for holding the EGM or any adjournment thereof, the Revised Form of Proxy of EGM will be deemed invalid. It will not revoke the Original Form of Proxy of EGM previously lodged by the Shareholder. The Original Form of Proxy of EGM will be treated as a valid form of proxy lodged by the Shareholder if correctly completed. The proxy appointed under the Original Form of Proxy of EGM will be entitled to vote in his or her discretion or abstain from voting on any resolutions properly put to the EGM, other than those referred to in the Original Notice of EGM and the Original Form of Proxy of EGM, including the additional resolutions set out in this supplemental notice of EGM.
Completion and return of the Original Form of Proxy of EGM and/or Revised Form of Proxy of EGM will not preclude a Shareholder from attending in person and voting at the EGM or any adjournment thereof should he/she so wish.
The reply slip despatched to the Shareholders on 11 January 2019 will be treated as a valid reply slip for the EGM.

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.”.

– SEGM-3 –

NOTICE OF H SHARES CLASS MEETING

==> picture [91 x 32] intentionally omitted <==

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)

NOTICE OF H SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting of H Shareholders (the “ H Shares Class Meeting ”) of COSCO SHIPPING Development Co., Ltd. (the “ Company ”) will be held at 1:30 p.m. on Monday, 25 February 2019 (or at any adjournment thereof) at Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai, the People’s Republic of China to consider and, if thought fit, pass the following resolution. Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the announcement of the Company dated 10 January 2019 (the “ Announcement ”).

SPECIAL RESOLUTION

To consider and approve the resolution in relation to the Proposed Amendments to the Articles of Association, details of which are set out in the Announcement:

“ THAT

(a) the Proposed Amendments to the Articles of Association be and are hereby approved and confirmed; and
(b) any one director of the Company be and is hereby authorised to do all such acts and things (including filing the amended articles of association of the Company with the relevant authorities for approval, endorsement and/or registration as appropriate) and execute and deliver all such documents, deeds or instruments (including affixing the common seal of the Company thereon) and take all such steps as the director in his or her sole opinion and absolute discretion may consider necessary, appropriate or desirable to implement or give effect to the Proposed Amendments to the Articles of Association.”

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

Shanghai, the People’s Republic of China

11 January 2019

– HCM-1 –

NOTICE OF H SHARES CLASS MEETING

Notes :

For the purpose of holding the H Shares Class Meeting, the register of H Shares members of the Company (the “ Register of Members ”) will be closed from 26 January 2019 to 25 February 2019 (both days inclusive), during which period no transfer of H Shares of the Company will be registered. H Shareholders whose names appear on the Register of Members at the close of business on 25 January 2019 are entitled to attend and vote at the H Shares Class Meeting.
In order to attend and vote at the H Shares Class Meeting, 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 25 January 2019. The address of Computershare is as follows: Shops 1712-1716, 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong
H Shareholders, who intend to attend the H Shares Class Meeting, 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 H Shares Class Meeting (i.e. not later than 5 February 2019).

Each H Shareholder who has the right to attend and vote at the H Shares Class Meeting is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his/her behalf at the H Shares Class Meeting.
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 documents of authorisation, must be notarially certified.
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 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.
If a proxy attends the H Shares Class Meeting 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 H Shares Class Meeting, such representative should produce his/her identity card and the notarised copy of the resolution passed by the Board 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 H Shares Class Meeting or any adjournment thereof should he/she so wish.
Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, 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 H Shares Class Meeting 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 at www.hkexnews.hk after the H Shares Class Meeting.
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 H Shares Class Meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto.
The H Shares Class Meeting is estimated to last for half a day. Shareholders who attend the H Shares Class Meeting in person or by proxy shall bear their own transportation and accommodation expenses.

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.”.

– HCM-2 –

SUPPLEMENTAL NOTICE OF H SHARES CLASS MEETING

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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)

SUPPLEMENTAL NOTICE OF H SHARES CLASS MEETING

Reference is made to the notice of H shares class meeting dated 11 January 2019 (the “ Original Notice of H Shares Class Meeting ”) which sets out the details of the class meeting of H Shareholders (the “ H Shares Class Meeting ”) of COSCO SHIPPING Development Co., Ltd. (the “ Company ”) to be held at 1:30 p.m. on Monday, 25 February 2019 (or at any adjournment thereof) at Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai, the People’s Republic of China, and the resolution to be proposed at the H Shares Class Meeting for the Shareholders’ approval. Unless otherwise defined, capitalised terms used in this supplemental notice shall have the same meanings as those defined in the circular of the Company dated 1 February 2019 (the “ Circular ”).

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the H Shares Class Meeting will be held, as originally scheduled, to consider and, if thought fit, pass the following resolutions as special resolutions of the Company, in addition to the resolution set out in the Original Notice of H Shares Class Meeting:

SPECIAL RESOLUTIONS

To consider and approve the resolution in relation to the Proposed Share Repurchase, the details of which are set out in the Circular.

“ THAT

(a) purpose of the Proposed Share Repurchase;
(b) classes of Shares to be repurchased;
(c) method of the Proposed Share Repurchase;

– SHCM-1 –

SUPPLEMENTAL NOTICE OF H SHARES CLASS MEETING

(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:

“ THAT

(a) subject to paragraph (b) below, a general mandate is hereby granted to the Directors to exercise during the Relevant Period (as defined in paragraph (c) below) all the powers of the Company to repurchase H Shares in accordance with all applicable laws and regulations;
(b) the total number of H Shares to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 2% of the total number of issued H Shares as at the date of passing of this resolution and the said mandate shall be limited accordingly; and
(c) for the purpose of this resolution, “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company; and
(ii) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the Shareholders in a general meeting of the Company and the A Shareholders and the H Shareholders at the respective class meetings of the Company.”

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

Shanghai, the People’s Republic of China

1 February 2019

– SHCM-2 –

SUPPLEMENTAL NOTICE OF H SHARES CLASS MEETING

Notes:

Save for the inclusion of the additional proposed resolutions as set out in this supplemental notice of H Shares Class Meeting, there are no other changes to the resolution set out in the Original Notice of H Shares Class Meeting. For details of the other resolution to be considered at the H Shares Class Meeting, closure of the register of H Shares members of the Company (the “ Register of Members ”), eligibility for attending the H Shares Class Meeting, registration procedures for attending the H Shares Class Meeting, appointment of proxy, method of voting and other relevant matters, please refer to the Original Notice of H Shares Class Meeting.
Since the form of proxy dated 11 January 2019 (the “ Original Form of Proxy of H Shares Class Meeting ”) sent together with the Original Notice of H Shares Class Meeting does not contain the additional proposed resolutions as set out in this supplemental notice of H Shares Class Meeting, a revised form of proxy (the “ Revised Form of Proxy of H Shares Class Meeting ”) has been prepared and is enclosed with this supplemental notice of H Shares Class Meeting.
A Shareholder who has not yet lodged the Original Form of Proxy of H Shares Class Meeting in accordance with the instructions printed thereon with Computershare, the Company’s H Share registrar, is requested to complete and return the enclosed Revised Form of Proxy of H Shares Class Meeting in accordance with the instructions printed thereon to Computershare not less than 24 hours before the time for holding the H Shares Class Meeting or any adjournment thereof, if he or she wishes to appoint proxies to attend the H Shares Class Meeting on his or her behalf. In this case, the Original Form of Proxy of H Shares Class Meeting should not be lodged to Computershare.

The address of Computershare is as follows: Shops 1712-1716, 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong

A Shareholder who has already lodged the Original Form of Proxy of H Shares Class Meeting in accordance with the instructions printed thereon with Computershare should note the following:
a. 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 the Shareholder 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 this supplemental notice of H Shares Class Meeting.
b. 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 the Shareholder. The Revised Form of Proxy of H Shares Class Meeting will be treated as a valid form of proxy lodged by the Shareholder if correctly completed.
c. 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 the Shareholder. The Original Form of Proxy of H Shares Class Meeting will be treated as a valid form of proxy lodged by the Shareholder 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 this supplemental notice of H Shares Class Meeting.
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 a Shareholder from attending in person and voting at the H Shares Class Meeting or any adjournment thereof should he/she so wish.
The reply slip despatched to the Shareholders on 11 January 2019 will be treated as a valid reply slip for the 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.”.

– SHCM-3 –

AI assistant

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

50782_rns_2019-02-01_4c2148a5-f132-4ec1-9068-1f21e05967c1.pdf

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

(Stock Code: 02866)

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(2) PROPOSED SHARE REPURCHASE

(3) PROPOSED GRANT OF H SHARE REPURCHASE MANDATE (4) SUPPLEMENTAL NOTICE OF EGM

AND

(5) SUPPLEMENTAL NOTICE OF H SHARES CLASS MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

For identification purpose only.

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

(Stock Code: 02866)

(5) SUPPLEMENTAL NOTICE OF H SHARES CLASS MEETING

I. INTRODUCTION

II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

III. PROPOSED SHARE REPURCHASE

1. Details of the Proposed Share Repurchase

(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 Shares to be repurchased and total amount of funds involved

Total amount of funds involved

Intended uses of Shares to be repurchased

Undertaking by the Company

(f) Price range and pricing principle for the Proposed Share Repurchase

(g) Source of funds for the Proposed Share Repurchase

(h) Validity period of the resolutions

2. Proposal in relation to the Proposed Share Repurchase

3. General

IV. AUTHORISATION TO THE BOARD IN RELATION TO THE PROPOSED SHARE REPURCHASE

V. PROPOSED GRANT OF H SHARE REPURCHASE MANDATE

VI. THE EGM AND CLASS MEETINGS

LETTER FROM THE BOARD

VII. RECOMMENDATION

VIII. FURTHER INFORMATION

Existing articles

To be amended as

Existingg articles

1. NUMBER OF SHARES PROPOSED TO BE REPURCHASED

2. REASONS FOR SHARE REPURCHASE

3. SOURCE OF FUNDS

4. IMPACT ON WORKING CAPITAL

5. MARKET PRICES OF SHARES

6. GENERAL

7. TAKEOVERS CODE

APPENDIX II

8. SHARE REPURCHASES MADE BY THE COMPANY

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

(Stock Code: 02866)

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION

“ THAT

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

(Stock Code: 02866)

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTIONS

“ THAT

“ THAT

By order of the Board of COSCO SHIPPING Development Co., Ltd. Yu Zhen

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

NOTICE OF H SHARES CLASS MEETING

SPECIAL RESOLUTION

“ THAT

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

(Stock Code: 02866)

SUPPLEMENTAL NOTICE OF H SHARES CLASS MEETING

SPECIAL RESOLUTIONS

“ THAT

“ THAT

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