COSCO SHIPPING Development Co., Ltd. — Proxy Solicitation & Information Statement 2021

May 24, 2021

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.

This notice is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of COSCO SHIPPING Development Co., Ltd.

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 Thursday, 10 June 2021 (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 resolutions.

Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 24 May 2021 (the “ Circular ”).

SPECIAL RESOLUTIONS

1. To consider and approve the resolution in relation to the Restructuring, further details of which are set out in the Circular:

“ THAT

• (a) each of the following items in respect of the Restructuring be and is hereby approved, confirmed and ratified:

• (i) the overall proposal of the Restructuring;

• (ii) consideration and method of payment of the Proposed Acquisition;

– 1 –

• (iii) class and par value of the Consideration Shares to be issued under the Proposed Acquisition;

• (iv) Pricing Benchmark Date, pricing basis and issue price under the Proposed Acquisition;

• (v) target subscribers and number of Consideration Shares to be issued under the Proposed Acquisition;

• (vi) lock-up period arrangement under the Proposed Acquisition;

• (vii) profit or loss arrangement during the Transitional Period under the Proposed Acquisition;

• (viii) performance compensation arrangement under the Proposed Acquisition;

• (ix) place of listing of the Consideration Shares to be issued under the Proposed Acquisition;

• (x) arrangement for cumulative undistributed profits of the Company prior to the Proposed Acquisition;

• (xi) class and par value of A Shares to be issued under the Proposed Non-public Issuance of A Shares;

• (xii) target subscribers and number of A Shares to be issued under the Proposed Non-public Issuance of A Shares;

• (xiii) Price Determination Date, pricing basis and issue price under the Proposed Non-public Issuance of A Shares;

• (xiv) lock-up period arrangement under the Proposed Non-public Issuance of A Shares;

• (xv) place of listing of the A Shares to be issued under the Proposed Non-public Issuance of A Shares;

• (xvi) use of proceeds from the Proposed Non-public Issuance of A Shares;

• (xvii) arrangement for cumulative undistributed profits of the Company prior to the Proposed Non-public Issuance of A Shares;

• (xviii) the Restructuring constituting a connected transaction;

• (xix) the Restructuring not constituting a material asset restructuring;

– 2 –

  - (xx) the Restructuring not constituting a restructuring and listing; and

  - (xxi) validity period of the resolutions; and

• (b) the Board be and is hereby granted the Specific Mandates to allot and issue the A Shares to be issued by the Company under the Restructuring.”

• To consider and approve the resolutions in relation to the related agreements of the Restructuring:

• (a) to consider and approve the resolution in relation to Acquisition Agreement, further details of which are set out in the Circular:

“ THAT

• (i) the Acquisition Agreement and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• (ii) any one Director be and is hereby authorised to do all such acts and things 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 Acquisition Agreement and the transactions contemplated thereunder.”

• (b) to consider and approve the resolution in relation to the Supplemental Agreement, further details of which are set out in the Circular:

“ THAT

• (i) the Supplemental Agreement and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• (ii) any one Director be and is hereby authorised to do all such acts and things 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 Supplemental Agreement and the transactions contemplated thereunder.”

– 3 –

• (c) to consider and approve the resolution in relation to the Compensation Agreement, further details of which are set out in the Circular:

“ THAT

• (i) the Compensation Agreement and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• (ii) any one Director be and is hereby authorised to do all such acts and things 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 Compensation Agreement and the transactions contemplated thereunder.”

• (d) to consider and approve the resolution in relation to the CS Subscription Agreement, further details of which are set out in the Circular:

“ THAT

• (i) the CS Subscription Agreement and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• (ii) any one Director be and is hereby authorised to do all such acts and things 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 CS Subscription Agreement and the transactions contemplated thereunder.”

• To consider and approve the resolution in relation to the Special Deal, further details of which are set out in the Circular:

“ THAT

• (a) subject to the consent of the Executive pursuant to Rule 25 of the Takeovers Code and the satisfaction of any condition(s) attached thereon imposed by the Executive, all transactions contemplated under the Proposed Non-public Issuance of A Shares which constitute a special deal under Rule 25 of the Takeovers Code be and are hereby approved, confirmed and ratified; and

– 4 –

• (b) any one Director be and is hereby authorised to do all such acts and things 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 Special Deal.”

• To consider and approve the resolution in relation the authorization to the Board and its authorized persons to handle all matters in connection with the Restructuring.

By order of the Board COSCO SHIPPING Development Co., Ltd. Cai Lei

Joint Company Secretary

Shanghai, the People’s Republic of China 24 May 2021

Notes:

1. 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 7 June 2021 to 10 June 2021 (both days inclusive), during which period no transfer of H Shares of the Company will be registered. Holders of the Company’s H Shares (the “ H Shareholders ”) whose names appear on the Register of Members at the close of business on 4 June 2021 are entitled to attend and vote at the H Shares Class Meeting.

2. In order to attend and vote at the H Shares Class Meeting, 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 4 June 2021.

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

1. 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.

2. The form of proxy must be signed by the Shareholder or his/her attorney duly authorised in writing or, in the case of a legal person, must either be executed under its common seal or under the hand of a legal representative or other attorney duly authorised to sign the same. If the form of proxy is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other document of authorisation, must be notarially certified.

3. To be valid, for H Shareholders, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authority, must be delivered to Computershare at 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.

4. 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 of directors or other authorities, or other notarised copy of the licence issued by such legal person Shareholder. The form of proxy duly signed and submitted by

– 5 –

HKSCC Nominees Limited are deemed to be valid, and it is not necessary for the proxy(ies) appointed by HKSCC Nominees Limited to produce the signed form of proxy when the proxy(ies) attend(s) the H Shares Class Meeting. 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.

1. Pursuant to the Hong Kong 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 resolutions 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 Hong Kong Stock Exchange at www.hkexnews.hk after the H Shares Class Meeting.

2. 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.

3. 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 Board as at the date of this notice comprises Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive Directors, Mr. Huang Jian, Mr. Liang Yanfeng and Mr. Ip Sing Chi, being non-executive Directors, and Mr. Cai Hongping, Ms. Hai Chi Yuet, Mr. Graeme Jack, Mr. Lu Jianzhong 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.”.

– 6 –