COSCO SHIPPING Development Co., Ltd. — Proxy Solicitation & Information Statement 2023

Feb 8, 2023

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

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

(Stock Code: 02866)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 27 FEBRUARY 2023

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

I/We[2]

of

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

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the “ EGM ”) to be held at 1:30 p.m. on Monday, 27 February 2023 (or at any adjournment thereof) at 3rd Floor, Ocean Hotel Shanghai, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the PRC as hereunder indicated in respect of the resolutions set out in the notice of the EGM dated 9 February 2023 (the “ Notice ”), and, if no such indication is given, as my/our proxy thinks fit.

Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 9 February 2023 (the “ Circular ”).

	1.
	2.	To consider and approve the resolutions in relation to the re-election of the following persons asexecutive Directors and non-executive Directors of the seventh session of the Board:
	3.	To consider and approve the resolutions in relation to the re-election and election of the followingpersons as independent non-executive Directors of the seventh session of the Board:
	4.	To consider and approve the resolutions in relation to the re-election of the following persons asSupervisors of the seventh session of the Supervisory Committee:

Signature(s)[6] :

Date:

Notes:

1. Please insert the number of H Shares to which this Form of Proxy relates, which must not exceed the number of H Shares registered in your name(s) (whether alone or jointly with others). If no number is inserted, this Form of Proxy will be deemed to relate to all the H Shares in the capital of the Company registered in your name(s).

2. Please insert the full name(s) (in Chinese or in English, as shown in the Register of Members) and registered address(es) in BLOCK LETTERS .

3. If any proxy other than the Chairman of the EGM is preferred, please delete the words “the Chairman of the EGM (as defined below) or” and insert the name and address of the proxy desired in the space provided. A Shareholder may appoint one or more proxies to attend and vote in his stead at the EGM. The proxy needs not be a Shareholder. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON(S) WHO SIGN(S) IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE INDICATE WITH A “ � ” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE INDICATE WITH A “ � ” IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE INDICATE WITH A “ � ” IN THE BOX MARKED “ABSTAIN” . The Shares abstained will be counted in the calculation of the required majority. Any vote which has not been filled in or has been filled in wrongly or with unrecognizable writing or has not been cast will be counted as “Abstained”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the Notice.

5. Attention: In respect of resolutions no. 2 to no. 4, the Company will adopt the method of cumulative voting for the voting on these three resolutions and tally the voting results. When completing the “Cumulative Voting” column, please follow the instructions below:

   • (i) The election of executive Directors and non-executive Directors of the Board, the election of independent non-executive Directors of the Board and the election of candidates of the Supervisory Committee shall be numbered separately as resolution groups. You should vote for each candidate under each resolution group.

   • (ii) In respect of resolutions no. 2 to no. 4, for each resolution group, each Share held by you shall have a total number of votes equal to the number of Directors or Supervisors to be elected under that resolution group. If you hold 1,000,000 shares of a listed company, your total number of voting shares under resolutions no. 2(a) to no. 2(e) shall be 5,000,000, and if there are five directors standing for election to the board of directors, you shall have 5,000,000 voting shares for the resolutions in relation to the election of members of the board of directors.

   • (iii) There will be no “For”, “Against” or “Abstain” ballots for the cumulative voting system. You may insert the corresponding number of votes in the “Cumulative Voting” column after the name of the candidate. The minimum number of votes shall be zero and the maximum number of votes shall be the maximum number of votes that the voter has for that resolution group, which need not be an integral multiple of the number of Shares held by the voter. If you indicate with a “�” in the box after each candidate’s name, you are deemed to have equally allocated the total number of votes you have among the corresponding candidates.

   • (iv) Please note that your votes shall be limited to the number of votes cast for each resolution group. You may cast your votes for a particular candidate or for different candidates in any combination, according to your preference. At the end of the voting period, the number of votes received will be calculated separately for each resolution on a cumulative basis.

   • (v) The total number of votes that you cast on a candidate shall not exceed the total number of voting rights represented by all the Shares held by you. However, if the total number of votes that you cast exceeds the total number of voting rights represented by all the Shares held by you, but if you vote only for one candidate, the votes shall be deemed to be valid and shall be regarded as the maximum voting rights held by you.

   • (vi) Please pay particular attention to the fact that if the total number of voting rights you exercise for a particular candidate exceeds the voting rights represented by all the Shares held by you, all votes shall be invalid and shall be deemed to have abstained from voting; if the total number of voting rights you exercise for a particular candidate is less than the voting rights you have for all the Shares held by you, the votes shall be valid and the difference shall be deemed to be abstained from voting. For example, if you own 1,000,000 Shares of the Company, your total number of voting Shares for resolutions no. 2(a) to no. 2(e) shall be 5,000,000: (i) if you fill in 5,000,000 Shares in the “Cumulative Voting” column for one of the candidates for Directors, all of your voting rights shall be used up and you no longer have the right to vote on the other candidates for Directors, and in such event, if you insert the number of Shares (other than 0) in the corresponding column for the corresponding resolution for the other candidates for Directors, your votes on resolutions no. 2(a) to no. 2(e) shall be deemed to be invalid in their entirety; (ii) if you fill in 1,000,000 Shares in the “Cumulative Voting” column for candidate A for the Director of the Company, 1,000,000 Shares in the “Cumulative Voting” column for candidate B for the Director of the Company, and 1,000,000 Shares in the “Cumulative Voting” column for candidate C for the Director of the Company, your votes represented by the 3,000,000 Shares shall be valid and those represented by the remaining 2,000,000 Shares which have not been filled in shall be deemed to be abstained from voting.

   • (vii) If the number of affirmative votes obtained by a candidate for a Director or Supervisor of the Company exceeds one-half of the total number of Shares with voting rights held by the representatives attending the meeting (whichever is not cumulative), such candidate shall be elected.

6. This Form of Proxy must be signed by you or your attorney duly authorized 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 authorized to sign the same. If this Form of Proxy is signed by an attorney of the appointer, the power of attorney or other authority under which the attorney is authorized to sign, must be notarially certified.

7. If a proxy attends the EGM on behalf of you, he/she should produce his/her identity card and the Form of Proxy which has been signed by you or your legal representative or your duly authorized attorney and specifies the date of its issuance. If you are a legal person and appoint your corporate representative to attend the EGM, such representative should produce his/her identity card and the notarized copy of the resolution passed by the Board or other authorities, or other notarized copy of the permit issued by such legal person. The Form(s) of proxy duly signed and submitted by 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(s) of Proxy when the proxy(ies) attend(s) the EGM. Completion and return of this Form of Proxy will not preclude you from attending in person and voting at the EGM or any adjournment thereof should you so wish.

8. Where there are joint registered holders of any Shares, only the person whose name stands first on the Register of Members in respect of such Shares may vote at the EGM, either in person or by proxy, in respect of such Shares as if he/she was solely entitled thereto.

9. To be valid, for H Shareholders, this Form of Proxy, and if the Form of Proxy is signed by a person on behalf of the appointer under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority, must be delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the EGM or any adjournment thereof in order for such documents to be valid.

10. For further information on the resolutions set out in this Form of Proxy, please refer to the Circular.

11. Completion and return of this Form of Proxy will not preclude you from attending in person and voting at the EGM or any adjournment thereof should you so wish.

• # The full text of the resolutions is set out in the Notice.

• The Company is a registered non-Hong Kong company as defined under 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.”.