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 and the forms of proxy 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.

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) 2024 REPORT OF THE BOARD
(2) 2024 REPORT OF THE SUPERVISORY COMMITTEE
(3) 2024 FINANCIAL STATEMENTS AND AUDITORS' REPORT
(4) 2024 ANNUAL REPORT
(5) 2024 PROFIT DISTRIBUTION PLAN
(6) PROPOSED GRANT OF AUTHORIZATION TO THE BOARD TO DETERMINE DETAILS OF THE 2025 INTERIM PROFIT DISTRIBUTION PLAN
(7) REMUNERATION OF DIRECTORS AND SUPERVISORS FOR THE YEAR 2025
(8) RE-APPOINTMENT OF DOMESTIC AUDITOR, INTERNAL CONTROL AUDITOR AND INTERNATIONAL AUDITOR FOR THE YEAR 2025
(9) PROPOSED REGISTRATION AND ISSUANCE OF DEBT FINANCING INSTRUMENTS
(10) PROVISION OF GUARANTEES
(11) PROPOSED GRANT OF A SHARE REPURCHASE MANDATE
(12) PROPOSED GRANT OF H SHARE REPURCHASE MANDATE
(13) 2024 WORK REPORT OF INDEPENDENT DIRECTORS
(14) NOTICE OF ANNUAL GENERAL MEETING
AND
(15) NOTICE OF H SHAREHOLDERS' 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 18 of this circular. The Notice of AGM convening the AGM to be held at 1:30 p.m. on Thursday, 26 June 2025 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the PRC is set out on pages AGM-1 to AGM-7 of this circular. The notice of the H Shareholders' Class Meeting to be held on the same date and at the same place immediately after the A Shareholders' Class Meeting, which will be held immediately after the AGM on the same date and at the same place, is set out on pages HCM-1 to HCM-5 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.”.

5 June 2025

CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 5
APPENDIX I - EXPLANATORY STATEMENT ... I-1
NOTICE OF ANNUAL GENERAL MEETING ... AGM-1
NOTICE OF H SHAREHOLDERS' CLASS MEETING ... HCM-1

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 Share Class Meeting" or
"A Shareholders' Class Meeting"
the forthcoming class meeting of the A Shareholders to be convened immediately after the AGM on the same date and at the same place of the AGM

"A Share Repurchase Mandate"
the general mandate proposed to be granted to the Board to repurchase A Shares not exceeding 10% of the number of A Shares in issue (excluding any treasury Shares and A Shares that have been repurchased but not yet cancelled) as at the date of passing the proposed relevant resolutions at the AGM, the A Share Class Meeting and the H Share Class Meeting

"A Shareholder(s)"
holder(s) of A Share(s)

"AGM"
the forthcoming annual general meeting of the Company to be convened at 1:30 p.m. on Thursday, 26 June 2025 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the PRC (or any adjournment thereof) to consider and, if thought fit, approve the resolutions contained in the Notice of AGM

"Articles of Association"
the articles of association of the Company as amended and adopted from time to time

"associates"
has the meaning ascribed to it under the Hong Kong Listing Rules

"Board"
the board of Directors of the Company

"Company"
COSCO SHIPPING Development Co., Ltd.* (中遠海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 the Main Board of the Hong Kong Stock Exchange (Stock Code: 02866) and the Shanghai Stock Exchange (Stock Code: 601866), respectively

"Computershare"
Computershare Hong Kong Investor Services Limited, the H Share registrar of the Company

"connected person(s)"
has the meaning ascribed to it under the Hong Kong Listing Rules

DEFINITIONS

“controlling shareholder” has the meaning ascribed to it under the Hong Kong Listing Rules

“COSCO SHIPPING” China COSCO Shipping Corporation Ltd. (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 Development HK” COSCO SHIPPING Development (Hong Kong) Co., Ltd. (中遠海運發展(香港)有限公司), a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company

“CSRC” China Securities Regulatory Commission (中國證券監督管理委員會)

“Director(s)” the director(s) of the Company

“Florens China” Florens (China) Co., Ltd. (佛羅倫(中國)有限公司), a limited liability company established in the PRC and a wholly-owned subsidiary of the Company

“Florens Container” Florens Container Industry Limited, a company incorporated under the laws of British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company

“Florens Container Hainan” Florens Container (Hainan) Co., Ltd. (佛羅倫集裝箱(海南)有限公司), a limited liability company established in the PRC and a wholly-owned subsidiary of the Company

“Florens Maritime” Florens Maritime Limited, a company incorporated under the laws of Bermuda with limited liability and a wholly-owned subsidiary of the Company

“Group” the Company and its subsidiaries

“Guaranteed Subsidiaries” collectively, COSCO SHIPPING Development HK, Oriental Fleet, Oriental Fleet Pulp 01, Florens Maritime, Florens Container, Hainan COSCO, Florens China and Florens Container Hainan

“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 the Main Board of the Hong Kong Stock Exchange

DEFINITIONS

“H Share Class Meeting” or
“H Shareholders’ Class Meeting”
the forthcoming class meeting of the H Shareholders to be convened on the same date and at the same place immediately after the A Share Class Meeting (which is to be held immediately after the AGM on the same date and at the same place)

“H Share Repurchase Mandate”
the general mandate proposed to be granted to the Board to repurchase H Shares not exceeding 10% of the number of H Shares in issue (excluding any treasury Shares and H Shares that have been repurchased but not yet cancelled) as at the date of passing the proposed relevant resolutions at the AGM, the A Share Class Meeting and the H Share Class Meeting

“H Shareholder(s)”
holder(s) of H Share(s)

“Hainan COSCO”
COSCO SHIPPING Development (Hainan) Co., Ltd. (海南中遠海發航運有限公司), a limited liability company established in the PRC and a wholly-owned subsidiary of the Company

“HK$”
Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”
the Hong Kong Special Administrative Region of the PRC

“Hong Kong Listing Rules”
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

“Hong Kong Stock Exchange”
The Stock Exchange of Hong Kong Limited

“Latest Practicable Date”
27 May 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

“Notice of AGM”
the notice of the AGM dated 5 June 2025, which is set out on AGM-1 to AGM-7 of this circular

“Oriental Fleet”
Oriental Fleet International Co., Ltd. (東方富利國際有限公司), a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company

“Oriental Fleet Pulp 01”
Oriental Fleet Pulp 01 Limited (東方富利紙漿01有限公司), a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company

“Overseas Regulatory Announcement”
the overseas regulatory announcement of the Company dated 29 May 2025 in relation to the Provision of Guarantees

DEFINITIONS

“PRC”	the People’s Republic of China
“PRC Company Law”	PRC Company Law (《中華人民共和國公司法》) and its amendments issued from time to time
“Provision of Guarantees”	the proposed provisions of guarantees in the aggregate amounts of not exceeding RMB0.5 billion and US$1.6 billion for the Guaranteed Subsidiaries and the relevant authorisation to the Board, further details of which are set out in the Overseas Regulatory Announcement
“Register of Members”	the register of H Shares members of the Company
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
“Share(s)”	A Share(s) and H Share(s)
“Shareholder(s)”	holder(s) of the Share(s)
“Supervisor(s)”	the supervisor(s) of the Company
“Supervisory Committee”	the supervisory committee of the Company
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“treasury share(s)”	has the meaning ascribed to it under the Hong Kong Listing Rules, as amended from time to time
“US$”	United States dollar, the lawful currency of the United States of America
“%”	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 purposes only
4 -

LETTER FROM THE BOARD

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 Director:
Mr. Zhang Mingwen (Chairman)

Non-executive Directors:
Mr. Liang Yanfeng
Mr. Ip Sing Chi
Ms. Zhang Xueyan

Independent Non-executive Directors:
Mr. Shao Ruiqing
Mr. Chan Kwok Leung
Mr. Wu Daqi

Legal address in the PRC:
Room A-538
International Trade Center
Lin-gang Special Area of the Shanghai Pilot
Free Trade Zone
Shanghai
The PRC

Principal place of business in the PRC:
No. 1 Building, Lane 1318 Shangcheng Road
Pudong New Area
Shanghai
The PRC

Principal place of business in Hong Kong:
51/F, COSCO Tower
183 Queen's Road Central
Hong Kong

5 June 2025

To the Shareholders

Dear Sir/Madam,

LETTER FROM THE BOARD

I. INTRODUCTION

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

(i) such information as is reasonably necessary to enable you to make an informed decision as to whether to vote for or against the resolutions to be proposed at the AGM and the H Shareholders' Class Meeting;

(ii) further details of the shareholders' resolutions to be proposed at the AGM and the H Shareholders' Class Meeting.

At the AGM, ordinary resolutions will be proposed to approve:

(i) the report of the Board for the year ended 31 December 2024;

(ii) the report of the Supervisory Committee for the year ended 31 December 2024;

(iii) the audited financial statements and the auditors' report of the Group for the year ended 31 December 2024;

(iv) the annual report of the Company for the year ended 31 December 2024;

(v) the proposed profit distribution plan of the Company and the proposed payment of a final dividend of RMB0.019 per Share (inclusive of applicable tax) for the year ended 31 December 2024;

(vi) the proposed grant of authorization to the Board to determine details of the 2025 interim profit distribution plan;

(vii) the remuneration of the Directors and the Supervisors for the year 2025;

(viii) the re-appointment of the domestic auditor, the internal control auditor and international auditor for the year 2025;

At the AGM, special resolutions will be proposed to approve:

(i) the proposed registration and issuance of debt financing instruments;

(ii) the Provision of Guarantees;

(iii) the proposed grant of A Share Repurchase Mandate; and

(iv) the proposed grant of H Share Repurchase Mandate.

At the AGM, the report below will be proposed for Shareholders' review without voting by Shareholders:

(i) the work report of the independent non-executive Directors for the year ended 31 December 2024.

LETTER FROM THE BOARD

At the H Shareholders’ Class Meeting, special resolution will be proposed to approve:

(i) the proposed grant of A Share Repurchase Mandate; and
(ii) the proposed grant of H Share Repurchase Mandate.

II. REPORT OF THE BOARD FOR THE YEAR ENDED 31 DECEMBER 2024

An ordinary resolution will be proposed at the AGM to approve the report of the Board for the year ended 31 December 2024. The full text of the aforesaid report of the Board is set out in the annual report of the Company which has been sent to the Shareholders on 24 April 2025.

The report of the Board for the year ended 31 December 2024 was considered and approved by the Board on 28 March 2025 and will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

III. REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR ENDED 31 DECEMBER 2024

An ordinary resolution will be proposed at the AGM to approve the report of the Supervisory Committee for the year ended 31 December 2024. The full text of the aforesaid report of the Supervisory Committee is set out in the annual report of the Company which has been sent to the Shareholders on 24 April 2025.

The Supervisory Committee comprises (i) two Supervisors Mr. Ye Hongjun, Mr. Zuo Zhenyong, who were representatives of the controlling shareholders of the Company elected at a general meeting; and (ii) one employee Supervisor Mr. Zhao Xiaobo, who was a representative of the employees of the Company elected by the employees of the Company.

The report of the Supervisory Committee for the year ended 31 December 2024 was considered and approved by the Supervisory Committee on 28 March 2025 and will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

IV. AUDITED FINANCIAL STATEMENTS AND AUDITORS’ REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

An ordinary resolution will be proposed at the AGM to approve the audited financial statements and the auditors’ report of the Group for the year ended 31 December 2024. The full text of the aforesaid financial statements and auditors’ report is set out in the annual report of the Company which has been sent to the Shareholders on 24 April 2025.

The audited financial statements and the auditors’ report of the Group for the year ended 31 December 2024 was considered and approved by the Board on 28 March 2025 and will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

V. 2024 ANNUAL REPORT

An ordinary resolution will be proposed at the AGM to approve the annual report of the Company for the year ended 31 December 2024. The aforesaid annual report has been sent to the Shareholders and also published on the website of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the website of the Company (http://development.coscoshipping.com) on 24 April 2025.

LETTER FROM THE BOARD

The 2024 annual report was considered and approved by the Board on 28 March 2025 and will be submitted, by way of ordinary resolution, for the Shareholders' consideration and approval at the AGM.

VI. 2024 PROFIT DISTRIBUTION PLAN

1. Proposed payment of a final dividend

An ordinary resolution will be proposed at the AGM to approve the proposed profit distribution plan of the Company for the year ended 31 December 2024 in accordance with the Articles of Association.

According to the China Accounting Standards for Business Enterprises, the parent company's profit available for distribution at the end of 2024 in the consolidated financial statements of the Company for 2024 was RMB1,389,788,665.73. The Board and the Supervisory Committee have resolved to distribute profits for the year 2024 on the basis of the total share capital registered on the date of registration of equity distribution less the number of shares in the Company's repurchase special account.

As considered and unanimously approved by the Board and the Supervisory Committee, the Company has proposed to pay a final dividend of RMB0.019 (inclusive of applicable tax) per Share for the year ended 31 December 2024. If there is a change in the total share capital of the Company available for equity distribution during the period from the date of first disclosure of this profit distribution plan (i.e., 28 March 2025) to the record date for the equity distribution, the Company will adjust the total distribution amount based on the principle of maintaining an unchanged distribution amount per Share. If there are subsequent changes in the total share capital, separate announcement(s) will be made to detail the specific adjustments.

The final dividend will be paid to A Shareholders and domestic investors investing in H Shares through Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect in RMB and to H Shareholders in HK$. The actual amount of final dividend to be distributed and paid to H Shareholders in HK$ will be calculated in accordance with the average middle exchange rate for RMB to HK$ as quoted by the People's Bank of China for the period of one week before the announcement of the final dividend, being the date of the AGM (subject to the approval by the Shareholders). It is expected that the final dividend in respect of the H Shares will be distributed and paid within two months after the approval at the AGM around 31 July 2025.

The 2024 profit distribution plan was considered and approved by the Board on 28 March 2025 and will be submitted, by way of ordinary resolution, for the Shareholders' consideration and approval at the AGM.

2. Enterprise income tax

According to the Law on Corporate Income Tax of the People's Republic of China and the relevant implementation rules which came into effect on 1 January 2008, the Company is required to withhold corporate income tax at the rate of 10% before distributing the final dividends for the year ended 31 December 2024 to non-resident enterprise shareholders as appearing on the Register of Members. Any Shares not registered in the name of an individual person, including HKSCC Nominees Limited, other nominees, trustees or other groups and organizations will be treated as being held by non-resident enterprise shareholders and will therefore be subject to the withholding of the corporate income tax. After receiving the final dividends, non-resident enterprise shareholders may apply, personally or by proxy, to provide materials to the competent taxation authorities proving their eligibility to be the actual beneficiaries under the taxation agreements (arrangement) to enjoy tax refund.

LETTER FROM THE BOARD

3. Individual income tax

Pursuant to the requirements of Notice of the Ministry of Finance and the State Administration of Taxation on Certain Policies Regarding Individual Income Tax (Cai Shui Zi [1994] No. 020) (《財政部、國家稅務總局關於個人所得稅若干政策問題的通知》(財稅字[1994]020號)), individual foreigners are exempted from individual income tax on dividends and bonus received from foreign-invested enterprises in the PRC. As the Company is a foreign-invested joint stock limited company, foreign individual H Shareholders whose names appeared on the Register of Members are not required to pay the individual income tax of the PRC.

4. Profit distribution for domestic investors investing in H Shares through Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect

Shanghai-Hong Kong Stock Connect

For domestic investors (including enterprises and individuals) investing in the H Shares through the Shanghai Stock Exchange, the Shanghai Branch of China Securities Depository and Clearing Corporation Limited, as the nominee of the H Shareholders through Shanghai-Hong Kong Stock Connect, will receive the final dividends paid by the Company and further distribute the final dividends to the relevant investors of H Shares through Shanghai-Hong Kong Stock Connect through its depositary and clearing system.

The final dividends will be paid to investors investing in H Shares through Shanghai-Hong Kong Stock Connect in RMB. Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect (Caishui [2014] No. 81) (《關於减港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2014]81號)) issued by the Ministry of Finance of the PRC, the State Administration of Taxation and the CSRC:

(i) for dividends received by mainland individual investors from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the relevant H share listed company shall withhold and pay individual income tax payable by such mainland individual investors at the rate of 20% on their behalf;

(ii) for dividends received by mainland securities investment funds from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, individual income tax payable by such mainland securities investment funds shall be withheld and paid by the relevant H share listed company in the same manner as stated in paragraph (i) above; and

(iii) for dividends received by mainland enterprise investors from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the relevant H share listed company shall not withhold or pay the income tax of dividends for mainland enterprise investors and those enterprise investors shall report and pay the income tax themselves.

LETTER FROM THE BOARD

Shenzhen-Hong Kong Stock Connect

For domestic investors (including enterprises and individuals) investing in the H Shares through the Shenzhen Stock Exchange, the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, as the nominee of the H Shareholders through Shenzhen-Hong Kong Stock Connect, will receive the final dividends paid by the Company and further distribute the final dividends to the relevant investors of H Shares through Shenzhen-Hong Kong Stock Connect through its depositary and clearing system.

The final dividends will be paid to investors investing in H Shares through Shenzhen-Hong Kong Stock Connect in RMB. Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong Kong Stock Connect (Cai Shui [2016] No. 127) («關於深港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2016]127號)):

(i) for dividends received by mainland individual investors from investing in H shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect, the relevant H share listed company shall withhold and pay individual income tax payable by such mainland individual investors at the rate of 20% on their behalf;

(ii) dividends received by mainland securities investment funds from investing in H shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect, individual income tax payable by such mainland securities investment funds shall be withheld and paid by the relevant H share listed company in the same manner as stated in paragraph (i) above; and

(iii) for dividends received by mainland enterprise investors from investing in H shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect, the relevant H share listed company shall not withhold or pay the income tax of dividends for mainland enterprise investors and those enterprise investors shall report and pay the income tax themselves.

The record date, the date of distribution and other arrangements in relation to the payment of the final dividends to domestic investors investing in the H Shares through Shanghai-Hong Kong Stock Connect and/or Shenzhen-Hong Kong Stock Connect will be the same as those for the H Shareholders.

5. To qualify for the proposed final dividend for the year ended 31 December 2024

For the purpose of determining the H Shareholders' entitlement to the proposed final dividend for the year ended 31 December 2024, the Register of Members will be closed from Friday, 11 July 2025 to Wednesday, 16 July 2025 (both days inclusive), during which period no transfer of H Shares of the Company will be registered. The H Shareholders whose names appear on the Register of Members at the close of business on Wednesday, 16 July 2025 are entitled to receive the proposed final dividend. In order to qualify for the proposed final dividend, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Computershare, the H Share registrar of the Company, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 10 July 2025.

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LETTER FROM THE BOARD

VII. PROPOSED GRANT OF AUTHORIZATION TO THE BOARD TO DETERMINE DETAILS OF THE 2025 INTERIM PROFIT DISTRIBUTION PLAN

Pursuant to the Articles of Association, an ordinary resolution will be proposed at the AGM to approve the proposed grant of authorization of the Board to determine details of the 2025 interim profit distribution plan.

The Board proposes to the Shareholders’ general meeting to authorize the Board to determine details of the 2025 interim profit distribution plan of the Company and to handle the matters related to the interim profit distribution at its sole discretion, that is, subject to satisfaction of the conditions of distribution of cash dividends pursuant to the Articles of Association in effect at that time, the Board may determine to conduct the 2025 interim profit distribution by the way of cash dividends, and the total cash dividends shall be no more than 30% of the Company’s net profit attributable to shareholders of the listed company in the first half of 2025. Whether to implement the interim profit distribution and the specific amount of distribution shall be determined by the Board based on the 2025 interim results and the capital requirements of the Company.

The proposed grant of authorization to the Board to determine details of the 2025 interim profit distribution plan was considered and approved by the Board on 28 March 2025 and will be submitted, by way of an ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

VIII. REMUNERATION OF DIRECTORS AND SUPERVISORS FOR THE YEAR 2025

An ordinary resolution will be proposed at the AGM to approve the remuneration of the Directors and the Supervisors for the year 2025, details of which are as follows:

(i) the Directors and the Supervisors, who are nominated by the controlling shareholders and are employed and remunerated by China COSCO SHIPPING Corporation Limited and its direct subsidiaries, shall receive no remuneration from the Company as they have been remunerated by China COSCO SHIPPING Corporation Limited or its direct subsidiaries; and the external Directors shall receive remuneration based on the remuneration standard for the independent Directors;

(ii) the Directors and the employee Supervisors, who are employed as management or non-management personnel of the Company, shall receive remuneration after the remuneration proposal of their position has been approved, and shall receive no additional remuneration as a Director or an employee Supervisor; and

(iii) the remuneration standard for the onshore independent Directors who are residents in the PRC is RMB150,000 per year (before tax). The remuneration standard for the offshore independent Directors who are residents outside the PRC is RMB300,000 per year (before tax). Both onshore independent Directors and offshore independent Directors shall perform their duties and functions as independent Directors of the Company.

Taking into account (i) remuneration arrangement for comparable companies incorporated in the PRC and (ii) the recommendation of the remuneration committee of the Company, the Board considers the above compensation arrangement is fair and reasonable and in the interest of the Company and its Shareholders as a whole.

LETTER FROM THE BOARD

The abovementioned resolution in relation to the remuneration of the Directors and Supervisors was considered and approved by the Board on 28 March 2025 and will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.

IX. RE-APPOINTMENT OF DOMESTIC AUDITOR, INTERNAL CONTROL AUDITOR AND INTERNATIONAL AUDITOR FOR THE YEAR 2025

Each of the following ordinary resolutions will be proposed at the AGM to approve the re-appointment of the domestic auditor, the internal control auditor and the international auditor of the Company, details of which are as follows:

(i) to re-appoint ShineWing Certified Public Accountants LLP as the Company’s domestic auditor for the year of 2025, with remuneration of RMB5.28 million (inclusive of applicable tax);

(ii) to re-appoint ShineWing Certified Public Accountants LLP as the Company’s internal control auditor for the year of 2025, with remuneration of RMB0.92 million (inclusive of applicable tax); and

(iii) to re-appoint SHINEWING (HK) CPA Limited as the international auditor of the Company for the year of 2025, with remuneration of RMB4.96 million (inclusive of applicable tax).

The abovementioned resolutions in relation to the re-appointment of the domestic auditor, the internal control auditor and the appointment of the international auditor of the Company for the year of 2025 were considered and approved by the Board on 28 March 2025 and will be submitted, by way of ordinary resolutions, for the Shareholders’ consideration and approval at the AGM.

X. PROPOSED REGISTRATION AND ISSUANCE OF DEBT FINANCING INSTRUMENTS

In order to secure the needs of the Company’s operation and development and further broaden the Company’s financing channel, in accordance with the People’s Bank of China’s “Administrative Measures for Debt Financing Instruments of Non-Financial Enterprises in the Interbank Bond Market” and the “Public Issuance Registration Procedures for Debt Financing Instruments of Non-Financial Enterprises” by the National Association of Financial Market Institutional Investors (中國銀行間市場交易商協會), and in line with the Company’s development needs, a special resolution will be proposed at the AGM to approve the Company’s application to the National Association of Financial Market Institutional Investors for registration and issuance of debt financing instruments by the Company (the “Debt Financing Instruments”), particulars of which are as follows:

Registrar:
The Company.

Registered variety:
The variety of uniformly registered Debt Financing Instruments includes ultra-short-term financing bonds, medium-term notes, etc. The specific issuance variety will be proposed to the Shareholders’ meeting for authorisation to the Board and the managing director or chief accountant of the Company to determine at the issuance stage.

12 -

LETTER FROM THE BOARD

Registration size:
The Company intends to apply to the National Association of Financial Market Institutional Investors for the registration of the Debt Financing Instruments in accordance with the unified registration model, with no registration quota at the registration stage and an issuance balance of no more than RMB12 billion. The Board proposes to the Shareholders’ meeting to authorise the Board and the managing director or chief accountant of the Company to approve the issuance variety, size, term and other details for each tranche of issuance at the issuance stage.

Term:
After this registration is approved, the term of the Debt Financing Instruments shall not be more than 20 years (inclusive). The term of the relevant variety shall be determined on the basis of a combination of factors such as regulatory requirements, capital requirements and market conditions.

Financing cost:
The interest rate of each issued Debt Financing Instrument will be determined based on market conditions. The Company will closely monitor market fluctuations, choose the appropriate time window for issuance and strictly control the issuance price.

Issance method:
Each issuance by the Company will adopt book-building and will be issued to institutional investor(s) in the inter-bank bond market.

Selection of intermediaries:
The Board proposes to the Shareholders’ meeting to authorise the Board and the managing director or chief accountant of the Company to select underwriter(s), rating service agency(ies) and legal service agency(ies) on merit basis through a selection working group (organised and established by the Board and the managing director or chief accountant of the Company based on the Shareholders’ approval) in accordance with the Company’s Measures for the Management of Procurement and Vendors (《採購及供應商管理辦法》) during the application for registration and issuance stages.

Security provision:
The Debt Financing Instruments will be unsecured.

It is proposed that Shareholders’ approval for the registration and issuance of the Debt Financing Instruments and the grant of a mandate to authorise the Board and the managing director or chief accountant of the Company, for a period commencing from the date when the special resolution is approved at the AGM, effective until the expiration of 24 months from the date on which the registration is approved by the National Association of Financial Market Institutional Investors, to deal with relevant matters relating to the Debt Financing Instruments, including registration, issuance and continuation and payment of principal and interest, will be sought at the AGM. The authorisation shall include but not be limited to the following matters:

13 -

LETTER FROM THE BOARD

(i) to determine, relevant details of each tranche of issuance (e.g., variety, size and term) at the issuance stage; and
(ii) to organise and establish a selection working group in accordance with the Company's Measures for the Management of Procurement and Vendors (《採購及供應商管理辦法》) during the application for registration and issuance stages to select underwriter(s), rating service agency(ies) and legal service agency(ies) on merit basis.

The abovementioned resolution in relation to the proposed registration and issuance of the Debt Financing Instruments was considered and approved by the Board on 28 March 2025 and will be submitted, by way of special resolution, for the Shareholders' consideration and approval at the AGM.

XI. PROVISION OF GUARANTEES

As disclosed in the Overseas Regulatory Announcement, on 29 May 2025, the Board resolved that the Company shall provide the following guarantees for the Guaranteed Subsidiaries in the aggregate amounts of not exceeding RMB0.5 billion and US$1.6 billion during the period from 1 July 2025 to 30 June 2026 and the relevant authorization shall be given to the Board to consider and approve each guarantee within the approved cap, including but not limited to the manner, type, term and amount of the guarantees:

(i) the provision of guarantee for COSCO SHIPPING Development HK by the Company in the amount of not exceeding US$1.02 billion;
(ii) the provision of guarantee for Oriental Fleet by the Company in the amount of not exceeding US$0.2 billion;
(iii) the provision of guarantee for Oriental Fleet Pulp 01 by the Company in the amount of not exceeding US$0.04 billion;
(iv) the provision of guarantee for Florens Maritime by the Company in the amount of not exceeding US$0.24 billion;
(v) the provision of guarantee for Florens Container by the Company in the amount of not exceeding US$0.1 billion;
(vi) the provision of guarantee for Hainan COSCO by the Company in the amount of not exceeding RMB0.3 billion;
(vii) the provision of guarantee for Florens China by the Company in the amount of not exceeding RMB0.1 billion; and
(viii) the provision of guarantee for Florens Container Hainan by the Company in the amount of not exceeding RMB0.1 billion.

Pursuant to the relevant requirements under relevant PRC laws and regulations and the Articles of Association, the Provision of Guarantees shall be subject to the approval of the Shareholders.

The resolution in relation to the Provision of Guarantees will be submitted, by way of special resolution, for the Shareholders' consideration and approval at the AGM.

14 -

LETTER FROM THE BOARD

XII. PROPOSED GRANT OF A SHARE REPURCHASE MANDATE

In order to maintain the value of the Company and the interests of the Shareholders and give the Company the flexibility to repurchase Shares if and when appropriate, the resolution in relation to the proposed grant of the A Share Repurchase Mandate was considered and approved by the Board on 29 May 2025. The resolution in relation to the proposed grant of the A Share Repurchase Mandate will be proposed by way of special resolution for the Shareholders’ consideration and approval at the AGM, the A Shareholders’ Class Meeting and the H Shareholders’ Class Meeting, details of which are set out below and in the notices of the AGM and the H Shareholders’ Class Meeting contained in this circular.

Pursuant to the A Share Repurchase Mandate, the total number of A Shares repurchased by the Company with its own funds or self-raised funds during the Relevant Period (as defined below) shall not exceed 10% of the total number of A Shares in issue (excluding any treasury Shares and A Shares that have been repurchased but not yet cancelled) as at the date of consideration and approval of the resolution in relation to the grant of the A Share Repurchase Mandate at the AGM, the A Shareholders’ Class Meeting and the H Shareholders’ Class Meeting.

For the purpose of the A Share Repurchase Mandate, the “Relevant Period” means the period from the date of passing of the special resolution in relation to the grant of the A Share Repurchase Mandate at the AGM, the A Shareholders’ Class Meeting and the H Shareholders’ Class Meeting until whichever is the earliest of:

(i) the conclusion of 2025 annual general meeting of the Company; or
(ii) the date on which the A Share Repurchase Mandate is revoked or varied by a special resolution at any general meeting, A Shareholders’ class meeting and H Shareholders’ class meeting of the Company.

If, during the Relevant Period, the Board or the authorised person of the Board has signed the necessary documents, completed the necessary formalities, and such documents, formalities may need to be performed, carried out or continued after the end of the Relevant Period, the Relevant Period will be extended accordingly.

The proposed grant of the A Share Repurchase Mandate is only an authorisation to the Board at the AGM to deal with matters relating to the repurchase of A Shares. Upon consideration and approval at the general meeting, the Company will determine the timing for implementing the repurchase based on the Company’s actual situation and share price performance in compliance with the relevant requirements of applicable PRC laws. An explanatory statement containing information regarding the proposed grant of the A Share Repurchase Mandate is set out in Appendix I to this circular. The proposed grant of the A Share Repurchase Mandate is subject to the approval of the Shareholders at the AGM and the approval of A Shareholders and H Shareholders at the A Shareholders’ Class Meeting and the H Shareholders’ Class Meeting, respectively, by way of special resolution.

XIII. PROPOSED GRANT OF H SHARE REPURCHASE MANDATE

In order to maintain the value of the Company and the interests of the Shareholders and give the Company the flexibility to repurchase Shares if and when appropriate, the resolution in relation to the proposed grant of the H Share Repurchase Mandate was considered and approved by the Board on 29 May 2025. The resolution in relation to the proposed grant of the H Share Repurchase Mandate will be proposed by way of special resolution for the Shareholders’ consideration and approval at the AGM, the

LETTER FROM THE BOARD

A Shareholders' Class Meeting and the H Shareholders' Class Meeting, details of which are set out below and in the notices of the AGM and the H Shareholders' Class Meeting contained in this circular.

Pursuant to the H Share Repurchase Mandate, the total number of H Shares repurchased by the Company with its own funds or self-raised funds during the Relevant Period (as defined below) shall not exceed 10% of the total number of H Shares in issue (excluding any treasury Shares and H Shares that have been repurchased but not yet cancelled) as at the date of consideration and approval of the resolution in relation to the grant of the H Share Repurchase Mandate at the AGM, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting.

For the purpose of the H Share Repurchase Mandate, the "Relevant Period" means the period from the date of passing of the special resolution in relation to the grant of the H Share Repurchase Mandate at the AGM, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting until whichever is the earliest of:

(i) the conclusion of the 2025 annual general meeting of the Company; or
(ii) the date on which the H Share Repurchase Mandate is revoked or varied by a special resolution at any general meeting, A Shareholders' class meeting and H Shareholders' class meeting of the Company.

The proposed grant of the H Share Repurchase Mandate is only an authorisation to the Board at the AGM to deal with matters relating to the repurchase of Shares. Upon consideration and approval at the general meeting, the Company will determine the timing for implementing the repurchase based on the Company's actual situation and share price performance in compliance with the relevant requirements of the Hong Kong Listing Rules. An explanatory statement containing information regarding the proposed grant of the H Share Repurchase Mandate is set out in Appendix I to this circular. The proposed grant of the H Repurchase Mandate is subject to the approval of the Shareholders at the AGM and the approval of A Shareholders and H Shareholders at the A Shareholders' Class Meeting and the H Shareholders' Class Meeting, respectively, by way of special resolution.

XIV. WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

The full text of the work reports of the independent non-executive Directors for the year ended 31 December 2024 are set out in the overseas regulatory announcements of the Company dated 28 March 2025, which will be proposed for the Shareholders' review without voting by the Shareholders at the AGM.

XV. AGM AND CLASS MEETINGS

The AGM of the Company will be held at 1:30 p.m. on Thursday, 26 June 2025 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the PRC, the A Shareholders' Class Meeting will be held at the same place immediately after the conclusion of the AGM, and the H Shareholders' Class Meeting will be held at the same place immediately after the conclusion of the A Shareholders' Class Meeting.

16 -

LETTER FROM THE BOARD

The AGM will be convened for the Shareholders to consider and, if thought fit, approve the above resolutions. The resolutions in relation to (i) 2024 report of the board; (ii) 2024 report of the supervisory committee; (iii) 2024 financial statements and auditors' report; (iv) 2024 annual report; (v) 2024 profit distribution plan; (vi) grant of authorization to the Board to determine details of the 2025 interim profit distribution plan; (vii) remuneration of directors and supervisors for the year 2025; and (viii) re-appointment of domestic auditor, internal control auditor and international auditor for the year 2025 will be submitted, by way of ordinary resolutions, for the Shareholders' approval at the AGM. The resolutions in relation to (i) the proposed registration and issuance of Debt Financing Instruments; (ii) the Provision of Guarantees; (iii) the proposed grant of A Share Repurchase Mandate; and (iv) the proposed grant of H Share Repurchase Mandate will be submitted, by way of special resolutions, for the Shareholders' approval at the AGM. The H Share Class Meeting will be convened to consider and, if thought fit, approve the special resolutions in respect of the proposed grant of the A Share Repurchase Mandate and the proposed grant of the H Share Repurchase Mandate. The voting in relation to such resolutions will be conducted by way of poll.

The Notice of the AGM, which contains the resolutions to be proposed at the AGM, is set out on pages AGM-1 to AGM-7 of this circular. The notice of the H Shareholders' Class Meeting, which contains the resolution to be proposed at the H Shareholders' Class Meeting, is set out on pages HCM-1 to HCM-5 of this circular.

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 AGM and H Share Class Meeting, and therefore no Shareholder is required to abstain from voting at the AGM and the H Share Class Meeting for such resolutions.

For the H Shareholders, the forms of proxy should be returned to Computershare, the H Share registrar of the Company, by hand or by post not less than 24 hours before the time appointed for holding the AGM and/or the H Share Class Meeting or any adjourned meeting thereof.

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

XVI. CLOSE OF REGISTER OF MEMBERS

To attend and vote at the AGM and H Share Class Meeting

For the purpose of ascertaining the H Shareholders' entitlement to attend and vote at the AGM and the H Share Class Meeting or any adjournment or postponement thereof (as the case may be), the Register of Members will be closed from Friday, 20 June 2025 to Thursday, 26 June 2025 (both days inclusive), during which period no transfer of H Shares will be registered. The H Shareholders whose names appear on the Register of Members at the close of business on Thursday, 19 June 2025 are entitled to attend and vote at the AGM.

In order to attend and vote at the AGM, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Computershare, the H Share registrar of the Company, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 19 June 2025.

17 -

LETTER FROM THE BOARD

To qualify for the proposed final dividend for the year ended 31 December 2024

For the purpose of determining the H Shareholders’ entitlement to the proposed final dividend for the year ended 31 December 2024, the Register of Members will be closed from Friday, 11 July 2025 to Wednesday, 16 July 2025 (both days inclusive), during which period no transfer of H Shares of the Company will be registered. The H Shareholders whose names appear on the Register of Members at the close of business on Wednesday, 16 July 2025 are entitled to receive the proposed final dividend. In order to qualify for the proposed final dividend, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Computershare, the H Share registrar of the Company, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 10 July 2025.

XVII. RECOMMENDATION

The Board considers that the abovementioned resolutions are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of these resolutions to be proposed at the AGM, the A Share Class Meeting and the H Share Class Meeting.

By order of the Board
COSCO SHIPPING Development Co., Ltd.*
Cai Lei
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.”.
18 -

APPENDIX I

EXPLANATORY STATEMENT

The following is an explanatory statement required by Rule 10.06(1)(b) of the Hong Kong Listing Rules to provide the Shareholders with information reasonably necessary for them to make an informed decision on whether to vote for or against the special resolution to approve the grant the A Share Repurchase Mandate and the grant of the H Share Repurchase Mandate.

NUMBER OF SHARES PROPOSED TO BE REPURCHASED

As at the Latest Practicable Date, the total number of issued Shares was 13,356,617,112, comprising 9,827,718,112 A Shares and 3,528,899,000 H Shares.

Subject to the passing of the special resolutions in respect of the grant of the A Share Repurchase Mandate and the grant of the H Share Repurchase Mandate, and assuming that the total number of issued A Shares (excluding any treasury Shares and A Shares that have been repurchased but not yet cancelled, being 9,771,093,820 A Shares) and the total number of issued H Shares (excluding any treasury Shares and H Shares that have been repurchased but not yet cancelled, being 3,485,187,000 H Shares) as at the Latest Practicable Date will remain unchanged as at the date of the AGM and the Class Meetings, the Directors will be authorised to repurchase up to 977,109,382 A Shares pursuant to the A Share Repurchase Mandate and repurchase up to 348,518,700 H Shares pursuant to the H Share Repurchase Mandate during the period when the A Share Repurchase Mandate and the H Share Repurchase Mandate remain in force, representing 10% of the total number of issued A Shares (excluding any treasury shares and A Shares that have been repurchased but not yet cancelled) and 10% of the total number of issued H Shares (excluding any treasury shares and H Shares that have been repurchased but not yet cancelled), respectively.

REASONS FOR SHARE REPURCHASE

In order to maintain the value of the Company and the interests of the Shareholders, and give the Company the flexibility to repurchase Shares if and when appropriate, it is proposed that the A Share Repurchase Mandate and H Share Repurchase Mandate be granted to the Board.

Repurchase of A Shares and/or H Shares will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole. If the Company exercises the power to repurchase A Shares and/or H Shares pursuant to A Share Repurchase Mandate and/or the H Share Repurchase Mandate, it may cancel or transfer (if involved) such repurchased Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchase, in accordance with the Articles of Association, the listing rules of the place where the Shares are listed, and the applicable laws and regulations of the PRC.

SOURCE OF FUNDS

In repurchasing A Shares and/or H Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the listing rules of the place where the Shares are listed, and the applicable laws and regulations of the PRC, as the case may be.

The Directors propose that repurchase of A Shares and/or H Shares will be financed by the Company's own funds or self-raised funds as and when appropriate.

APPENDIX I

EXPLANATORY STATEMENT

4. IMPACT ON WORKING CAPITAL

As compared with the financial position of the Company as at 31 December 2024 (being the date to which the latest audited accounts of the Company have been made up), the Directors consider that there would not be any material adverse impact on the working capital and on the gearing position of the Company in the event that the A Share Repurchase Mandate and/or H Share Repurchase Mandate would be exercised in full at any time during the proposed repurchase period.

5. MARKET PRICES OF SHARES

The highest and lowest 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 twelve months before the Latest Practicable Date (up to the Latest Practicable Date) were as follows:

	A Shares		H Shares
	Lowest RMB	Highest RMB	Lowest HK$	Highest HK$
2024
May	2.44	2.86	0.81	1.10
June	2.49	2.86	1.03	1.17
July	2.34	2.65	0.89	1.17
August	2.27	2.48	0.89	0.97
September	2.04	2.65	0.81	1.06
October	2.36	2.9	0.96	1.24
November	2.5	2.85	0.99	1.13
December	2.56	2.8	0.98	1.10
2025
January	2.39	2.63	0.98	1.05
February	2.32	2.5	0.98	1.05
March	2.28	2.46	0.97	1.06
April	2.11	2.36	0.78	0.99
May (up to the Latest Practicable Date)	2.24	2.87	0.88	1.19

6. GENERAL

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their respective close associates (as defined in the Hong Kong Listing Rules) has any present intention, in the event that the proposed grant of the A Share Repurchase Mandate and/or proposed grant of the H Share Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company.

The Company has not been notified by any core connected persons (as defined in the Hong Kong 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 A Share Repurchase Mandate and/or the proposed grant of the H Share Repurchase Mandate are approved by the Shareholders.

APPENDIX I

EXPLANATORY STATEMENT

The Directors will exercise the power of the Company to repurchase A Shares and/or H Shares pursuant to the A Share Repurchase Mandate and/or H Share Repurchase Mandate and in accordance with the Hong Kong Listing Rules and the applicable laws and regulations of the PRC.

Neither the explanatory statement nor the A Share Repurchase Mandate/H Share Repurchase Mandate has any unusual features.

7. TAKEOVERS CODE

If on the exercise of the power to repurchase H Shares pursuant to 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 Shareholders’ interest, could obtain or consolidate control on 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, COSCO SHIPPING and parties acting in concert with it (the “COSCO SHIPPING Concert Group”) controlled or were entitled to exercise control over the voting rights in respect of 6,123,503,998 A Shares and 100,944,000 H Shares, representing approximately 46.60% of the total issued share capital of the Company and approximately 46.95% of the total voting rights of the A Share and H Share capital of the Company (excluding the 28,724,292 A Shares held in treasury and the 27,900,000 A Shares and 43,712,000 H Shares which have been repurchased but not yet cancelled as of the Latest Practicable Date). COSCO SHIPPING is the indirect controlling shareholder of the Company.

In the event that the Directors will exercise the A Share Repurchase Mandate and H Share Repurchase Mandate in full, the proportionate interest of the COSCO SHIPPING Concert Group in the voting rights of the Company would increase to approximately 52.17% of the total voting rights of the A Share and H Share capital of the Company (excluding the 28,724,292 A Shares held in treasury and the 27,900,000 A Shares and 43,712,000 H Shares which have been repurchased but not yet cancelled as of the Latest Practicable Date) if they do not participate in such repurchase. Pursuant to the Takeovers Code, if the control or entitlement to control on the voting rights of the Company’s Shares, including both A Shares and H Shares, by the COSCO SHIPPING Concert Group increases by 2 percent or more within a 12-month-period because of, among other things, their increase in holding in the Company’s Shares and/or the implementation of the above-mentioned general mandate which causes changes in total share capital of the Company, it will trigger the obligation of the COSCO SHIPPING Concert Group to make a mandatory offer under the Takeovers Code.

The Directors have no present intention to exercise the A Share Repurchase Mandate and/or H Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a takeover or to such an extent as would, in the case of any applicable law, have a similar effect. In addition, the Directors will not make such repurchase on the Hong Kong Stock Exchange if such repurchase would result in a breach of Rule 8.08 of the Hong Kong Listing Rules.

I-3 -

APPENDIX I

EXPLANATORY STATEMENT

8. SHARE REPURCHASE MADE BY THE COMPANY

The Company had repurchased a total of 88,455,800 A Shares on the Shanghai Stock Exchange and 141,334,000 H Shares on the Hong Kong Stock Exchange in the six months immediately preceding the Latest Practicable Date:

Repurchase of A Shares

Date of repurchase	Number of shares repurchased	Purchase price per share
		Highest (RMB/share)	Lowest (RMB/share)
27 November 2024	1,500,000	2.6	2.51
28 November 2024	1,500,000	2.63	2.59
29 November 2024	1,500,000	2.63	2.6
2 December 2024	816,700	2.65	2.62
3 December 2024	1,500,000	2.69	2.64
4 December 2024	1,500,000	2.68	2.65
5 December 2024	1,500,000	2.68	2.64
6 December 2024	582,000	2.75	2.7
9 December 2024	1,500,000	2.8	2.74
10 December 2024	1,500,000	2.78	2.7
11 December 2024	1,477,000	2.75	2.7
12 December 2024	2,479,800	2.76	2.73
13 December 2024	2,479,800	2.73	2.68
16 December 2024	1,500,000	2.73	2.68
17 December 2024	1,500,000	2.69	2.64
18 December 2024	1,500,000	2.7	2.67
19 December 2024	1,500,000	2.65	2.62
20 December 2024	1,500,000	2.64	2.6
23 December 2024	1,500,000	2.63	2.59
2 January 2025	1,500,000	2.51	2.49
22 January 2025	1,500,000	2.4	2.4
14 February 2025	1,500,000	2.41	2.4
19 February 2025	2,000,000	2.38	2.36
20 February 2025	2,000,000	2.38	2.34
21 February 2025	1,000,000	2.37	2.35
24 February 2025	1,000,000	2.35	2.34
25 February 2025	2,000,000	2.37	2.34
26 February 2025	1,000,000	2.36	2.35
27 February 2025	1,000,000	2.40	2.38
28 February 2025	1,714,700	2.35	2.33
3 March 2025	500,000	2.33	2.33
4 March 2025	500,000	2.32	2.32
5 March 2025	1,000,000	2.31	2.3
6 March 2025	501,100	2.34	2.31
7 March 2025	501,200	2.34	2.32
10 March 2025	1,000,400	2.33	2.31
11 March 2025	1,000,500	2.30	2.29
12 March 2025	500,600	2.33	2.31

APPENDIX I

EXPLANATORY STATEMENT

| Date of repurchase | Number of shares repurchased | Purchase price per share
Highest (RMB/share) | Lowest (RMB/share) |
| --- | --- | --- | --- |
| 13 March 2025 | 500,900 | 2.33 | 2.31 |
| 14 March 2025 | 500,000 | 2.35 | 2.35 |
| 17 March 2025 | 500,300 | 2.39 | 2.39 |
| 18 March 2025 | 500,000 | 2.37 | 2.37 |
| 31 March 2025 | 2,000,300 | 2.36 | 2.34 |
| 1 April 2025 | 1,000,500 | 2.34 | 2.34 |
| 7 April 2025 | 2,000,000 | 2.2 | 2.12 |
| 8 April 2025 | 3,000,000 | 2.17 | 2.16 |
| 9 April 2025 | 2,500,000 | 2.28 | 2.21 |
| 10 April 2025 | 1,500,000 | 2.3 | 2.29 |
| 11 April 2025 | 1,000,000 | 2.29 | 2.28 |
| 14 April 2025 | 1,000,000 | 2.28 | 2.27 |
| 15 April 2025 | 2,000,000 | 2.25 | 2.24 |
| 16 April 2025 | 5,000,000 | 2.25 | 2.23 |
| 17 April 2025 | 3,000,000 | 2.26 | 2.26 |
| 18 April 2025 | 1,000,000 | 2.26 | 2.26 |
| 21 April 2025 | 1,000,000 | 2.26 | 2.26 |
| 22 April 2025 | 1,000,000 | 2.29 | 2.29 |
| 23 April 2025 | 1,000,000 | 2.27 | 2.27 |
| 24 April 2025 | 1,500,000 | 2.26 | 2.25 |
| 25 April 2025 | 500,000 | 2.28 | 2.28 |
| 28 April 2025 | 500,000 | 2.27 | 2.26 |
| 29 April 2025 | 500,000 | 2.28 | 2.28 |
| 30 April 2025 | 500,000 | 2.25 | 2.25 |
| 6 May 2025 | 600,000 | 2.28 | 2.28 |
| 7 May 2025 | 550,000 | 2.31 | 2.31 |
| 8 May 2025 | 650,000 | 2.3 | 2.3 |
| 9 May 2025 | 600,000 | 2.29 | 2.29 |
| 12 May 2025 | 500,000 | 2.33 | 2.33 |
| 13 May 2025 | 550,000 | 2.37 | 2.37 |
| 16 May 2025 | 200,000 | 2.73 | 2.73 |
| 26 May 2025 | 250,000 | 2.51 | 2.51 |
| 27 May 2025 | 500,000 | 2.51 | 2.51 |
| Total | 88,455,800 | – | – |

– I-5 –

APPENDIX I

EXPLANATORY STATEMENT

Repurchase of H Shares

Date of repurchase	Number of shares repurchased	Purchase price per share
		Highest (HK$/share)	Lowest (HK$/share)
27 November 2024	808,000	1.03	1.01
28 November 2024	1,500,000	1.04	1.03
29 November 2024	1,500,000	1.04	1.02
2 December 2024	1,324,000	1.05	1.04
3 December 2024	1,500,000	1.06	1.04
4 December 2024	1,500,000	1.06	1.05
5 December 2024	616,000	1.05	1.05
6 December 2024	1,500,000	1.06	1.05
9 December 2024	1,109,000	1.06	1.04
10 December 2024	6,287,000	1.08	1.04
11 December 2024	1,500,000	1.06	1.04
12 December 2024	1,500,000	1.05	1.04
13 December 2024	19,182,000	1.05	0.99
16 December 2024	5,000,000	1.02	0.99
17 December 2024	1,767,000	1.02	1
18 December 2024	1,500,000	1.03	1.02
19 December 2024	2,815,000	1.03	1
20 December 2024	1,500,000	1.03	1.01
23 December 2024	1,500,000	1.02	1.01
27 December 2024	1,928,000	1.04	1.02
30 December 2024	2,269,000	1.05	1.04
31 December 2024	665,000	1.05	1.04
2 January 2025	2,313,000	1.05	1.01
3 January 2025	2,313,000	1.03	1.02
6 January 2025	2,313,000	1.03	1.01
7 January 2025	2,313,000	1.02	1
8 January 2025	2,313,000	1.02	1
9 January 2025	562,000	1.01	1
10 January 2025	3,863,000	1.01	1
13 January 2025	2,361,000	1	0.98
14 January 2025	2,361,000	1.01	0.99
15 January 2025	2,361,000	1.01	1
16 January 2025	2,361,000	1.02	1.01
17 January 2025	1,653,000	1.02	1.01
20 January 2025	1,846,000	1.03	1.02
21 January 2025	806,000	1.04	1.03
22 January 2025	3,217,000	1.02	1.01
23 January 2025	2,630,000	1.03	1.01
24 January 2025	1,231,000	1.03	1.02
27 January 2025	1,195,000	1.04	1.03
20 February 2025	337,000	0.99	0.99
21 February 2025	503,000	0.99	0.99
30 April 2025	2,639,000	0.88	0.87
2 May 2025	2,124,000	0.91	0.89

APPENDIX I

EXPLANATORY STATEMENT

Date of repurchase	Number of shares repurchased	Purchase price per share
		Highest (HK$/share)	Lowest (HK$/share)
6 May 2025	3,607,000	0.92	0.91
7 May 2025	2,768,000	0.93	0.92
8 May 2025	1,184,000	0.93	0.92
9 May 2025	1,785,000	0.94	0.92
12 May 2025	4,116,000	0.96	0.94
13 May 2025	5,000,000	0.98	0.96
14 May 2025	1,020,000	0.99	0.98
16 May 2025	1,000,000	1.04	1.04
19 May 2025	1,000,000	1.01	1.01
20 May 2025	5,000,000	0.99	0.98
21 May 2025	3,126,000	0.98	0.98
22 May 2025	2,843,000	0.98	0.97
23 May 2025	5,000,000	0.97	0.97
26 May 2025	1,500,000	0.97	0.97
Total	141,334,000	-	-

Save as set forth above, 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.

I-7 -

NOTICE OF ANNUAL GENERAL MEETING

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.

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting for the year of 2024 (the “AGM”) of COSCO SHIPPING Development Co., Ltd. (the “Company”) will be held at 1:30 p.m. on Thursday, 26 June 2025 (or at any adjournment thereof) at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China to consider and, if thought fit, pass the following resolutions. Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 5 June 2025 (the “Circular”).

ORDINARY RESOLUTIONS

To consider and approve the report of the Board for the year ended 31 December 2024.
To consider and approve the report of the Supervisory Committee for the year ended 31 December 2024.
To consider and approve the audited financial statements and the auditors’ report of the Group for the year ended 31 December 2024.
To consider and approve the annual report of the Company for the year ended 31 December 2024.
To consider and approve the proposed 2024 final profit distribution plan of the Company and the proposal of grant of authorization to the Board to determine details of the 2025 interim profit distribution plan:

5.1 To consider and approve the proposed profit distribution plan of the Company and the proposed payment of a final dividend of RMB0.019 per share of the Company (inclusive of applicable tax) for the year ended 31 December 2024.
5.2 To consider and approve the proposed grant of authorization to the Board to determine details of the 2025 interim profit distribution plan of the Company.

AGM-1 -

NOTICE OF ANNUAL GENERAL MEETING

To consider and determine the remuneration of the Directors and the Supervisors for the year 2025.

7.1 To re-appoint ShineWing Certified Public Accountants LLP as the Company's domestic auditor for the year of 2025, with remuneration of RMB5.28 million (inclusive of applicable tax).

7.2 To re-appoint ShineWing Certified Public Accountants LLP as the Company's internal control auditor for the year of 2025, with remuneration of RMB0.92 million (inclusive of applicable tax).

7.3 To appoint SHINEWING (HK) CPA Limited as the international auditor of the Company for the year of 2025, with remuneration of RMB4.96 million (inclusive of applicable tax).

SPECIAL RESOLUTIONS

To consider and approve the registration and issuance of the Debt Financing Instruments and the grant of a mandate to authorise the Board and the managing director or chief accountant of the Company, for a period commencing from the date when the special resolution is approved at the AGM, effective until the expiration of 24 months from the date on which the registration is approved by the National Association of Financial Market Institutional Investors, to deal with relevant matters relating to the Debt Financing Instruments, including registration, issuance and continuation and payment of principal and interest, will be sought at the AGM. The authorisation shall include but not be limited to the following matters:

(i) to determine, relevant details of each tranche of issuance (e.g., variety, size and term) at the issuance stage; and

(ii) to organise and establish a selection working group in accordance with the Company's Measures for the Management of Procurement and Vendors (《採購及供應商管理辦法》) during the application for registration and issuance stages to select underwriter(s), rating service agency(ies) and legal service agency(ies) on merit basis.

To consider and approve the Provision of Guarantees, details of which are set out in the Circular.
To consider and approve the grant of the A Share Repurchase Mandate:

"THAT

The Board is authorised to repurchase A Shares with the Company's own funds or self-raised funds during the Relevant Period with an aggregate number of A Shares not exceeding 10% of the aggregate number of A Shares in issue (excluding any treasury shares and A Shares that have been repurchased but not yet cancelled) as at the date of consideration and approval of the resolution in relation to the grant of the A Share Repurchase Mandate at the AGM, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting.

AGM-2 -

NOTICE OF ANNUAL GENERAL MEETING

The Board is authorized to handle relevant matters in relation to the repurchase of A Shares, including but not limited to:

(i) to formulate and implement specific repurchase plans in accordance with the Company Law and other laws and regulations, the listing rules of the place where the Shares are listed and the Articles of Association, including but not limited to determining the timing of repurchase, repurchase period, repurchase price, repurchase quantity, and purpose of repurchase etc.;

(ii) to notify creditors and make announcements and deal with matters related to the exercise of rights by creditors (if applicable);

(iii) to open stock account(s) and capital account(s) (if applicable);

(iv) to handle the matters of transfer or cancellation of the repurchased Shares and reduce the registered capital (if applicable) according to the actual repurchase of A Shares;

(v) to amend to the Articles of Association, including the contents in relation to the total share capital and share capital structure, and to complete the relevant registration and filing procedures (if applicable); and

(vi) to adjust the repurchase plan and continue to handle matters in relation to the repurchase of A Shares in accordance with the relevant PRC regulations, requirements of government departments and securities regulatory authorities, market conditions and the actual operation of the Company in the event that there are new requirements of laws and regulations and securities regulatory authorities on repurchase policies, as well as changes in market conditions, except for matters that are subject to re-voting at the general meeting as required by the relevant laws and regulations and the Articles of Association.

The Board may delegate such authority to any one of the Directors.

For the purpose of the A Share Repurchase Mandate, “Relevant Period” means the period from the date of passing of the special resolution(s) in respect of the grant of the A Share Repurchase Mandate at the AGM, the A Share Class Meeting and the H Share Class Meeting until whichever is the earliest of:

(i) the conclusion of the 2025 annual general meeting of the Company; or

(ii) the date on which the A Share Repurchase Mandate is revoked or varied by a special resolution at any general meeting, A Shareholders’ class meeting and H Shareholders’ class meeting of the Company.

If, during the Relevant Period, the Board or the authorised person of the Board has signed the necessary documents and handled the necessary procedures, and such documents and procedures may need to be performed, carried out or continued after the end of the Relevant Period, the Relevant Period will be extended accordingly.”

AGM-3 -

NOTICE OF ANNUAL GENERAL MEETING

To consider and approve the grant of the H Share Repurchase Mandate:

THAT

The Board is authorised to repurchase H Shares with the Company's own funds or self-raised funds during the Relevant Period with an aggregate number of H Shares not exceeding 10% of the aggregate number of H Shares in issue (excluding any treasury shares and H Shares that have been repurchased but not yet cancelled) as at the date of consideration and approval of the resolution in relation to the grant of the H Share Repurchase Mandate at the AGM, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting.

The Board is authorised to deal with relevant matters relating to the repurchase of H Shares, including but not limited to:

(ii) to notify creditors and make announcements and handle matters related to the exercise of creditors' rights (if applicable);

(iii) to open stock accounts and capital accounts and handle the corresponding foreign exchange change registration procedures (if applicable);

(iv) upon completion of the H Share repurchase, to cancel the repurchased H Shares and to reduce the Company's registered capital accordingly;

(vi) to adjust the repurchase plan and continue to handle matters in relation to the repurchase of H Shares in accordance with the relevant PRC regulations, requirements of government departments and securities regulatory authorities, market conditions and the actual operation of the Company in the event that there are new requirements of laws and regulations and securities regulatory authorities on repurchase policies, as well as changes in market conditions, except for matters that are subject to re-voting at the general meeting as required by the relevant laws and regulations and the Articles of Association.

The Board may delegate such authority to any one of the Directors.

AGM-4 -

NOTICE OF ANNUAL GENERAL MEETING

For the purpose of the H Share Repurchase Mandate, the “Relevant Period” means the period from the date of passing of the special resolution in relation to the grant of the H Share Repurchase Mandate at the AGM, the A Shareholders’ Class Meeting and the H Shareholders’ Class Meeting until whichever is the earliest of:

(i) the conclusion of the 2025 annual general meeting of the Company; or
(ii) the date on which the H Share Repurchase Mandate is revoked or varied by a special resolution at any general meeting, A Shareholders’ class meeting and H Shareholders’ class meeting of the Company.

REVIEW OF REPORT

To review the work report of the independent non-executive Directors for the year ended 31 December 2024.

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

Shanghai, the People’s Republic of China
5 June 2025

AGM-5 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

The Register of Members will be closed during the following periods and during these periods, no transfer of H Shares will be registered.

(a) To attend and vote at the AGM

For the purpose of holding the AGM, the Register of Members will be closed from Friday, 20 June 2025 to Thursday, 26 June 2025 (both days inclusive), during which period no transfer of H Shares will be registered. The H Shareholders whose names appear on the Register of Members at the close of business on Thursday, 19 June 2025 are entitled to attend and vote at the AGM.

(b) To qualify for the proposed final dividend for the year ended 31 December 2024

In order to qualify for the proposed final dividend, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Computershare, the H Share registrar of the Company, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 10 July 2025.

Each H Shareholder who has the right to attend and vote at the AGM 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 AGM.
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 AGM or any adjournment thereof in order for such documents to be valid.
If a proxy attends the AGM 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 AGM, 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 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 AGM. Completion and return of the form of proxy will not preclude a Shareholder from attending in person and voting at the AGM or any adjournment thereof should he/she so wish.
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 AGM 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 AGM.
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 AGM, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto.
The AGM is estimated to last for half a day. Shareholders who attend the AGM in person or by proxy shall bear their own transportation and accommodation expenses.
AGM-6 -

NOTICE OF ANNUAL GENERAL MEETING

The Board as at the date of this notice comprises Mr. Zhang Mingwen (Chairman), being an executive Director, Mr. Liang Yanfeng, Mr. Ip Sing Chi and Ms. Zhang Xueyan, being non-executive Directors, and Mr. Shao Ruiqing, Mr. Chan Kwok Leung and Mr. Wu Daqi, 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.”.
AGM-7 -

NOTICE OF H SHAREHOLDERS' CLASS MEETING

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 SHAREHOLDERS' CLASS MEETING

NOTICE IS HEREBY GIVEN that the class meeting for holders of H shares (the "H Shareholders' Class Meeting") of COSCO SHIPPING Development Co., Ltd. (the "Company") will be held on Thursday, 26 June 2025 immediately after the class meeting for holders of A shares of the Company to be convened and held on the same day and at the same place, which will be held immediately after the AGM of the Company to be convened at 1:30 p.m. at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the PRC on the same day and at the same place for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions of the Company.

Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 5 June 2025 (the "Circular").

SPECIAL RESOLUTIONS

To consider and approve the grant of the A Share Repurchase Mandate:

"THAT

The Board is authorized to handle relevant matters in relation to the repurchase of A Shares, including but not limited to:

NOTICE OF H SHAREHOLDERS' CLASS MEETING

(ii) to notify creditors and make announcements and deal with matters related to the exercise of rights by creditors (if applicable);
(iii) to open stock account(s) and capital account(s) (if applicable);
(iv) to handle the matters of transfer or cancellation of the repurchased Shares and reduce the registered capital (if applicable) according to the actual repurchase of A Shares;
(v) to amend to the Articles of Association, including the contents in relation to the total share capital and share capital structure, and to complete the relevant registration and filing procedures (if applicable); and
(vi) to adjust the repurchase plan and continue to handle matters in relation to the repurchase of A Shares in accordance with the relevant PRC regulations, requirements of government departments and securities regulatory authorities, market conditions and the actual operation of the Company in the event that there are new requirements of laws and regulations and securities regulatory authorities on repurchase policies, as well as changes in market conditions, except for matters that are subject to re-voting at the general meeting as required by the relevant laws and regulations and the Articles of Association.

The Board may delegate such authority to any one of the Directors.

For the purpose of the A Share Repurchase Mandate, "Relevant Period" means the period from the date of passing of the special resolution(s) in respect of the grant of the A Share Repurchase Mandate at the AGM, the A Share Class Meeting and the H Share Class Meeting until whichever is the earliest of:

(i) the conclusion of the 2025 annual general meeting of the Company; or
(ii) the date on which the A Share Repurchase Mandate is revoked or varied by a special resolution at any general meeting, A Shareholders' class meeting and H Shareholders' class meeting of the Company.

To consider and approve the grant of the H Share Repurchase Mandate:

"THAT

HCM-2 -

NOTICE OF H SHAREHOLDERS' CLASS MEETING

The Board is authorised to deal with relevant matters relating to the repurchase of H Shares, including but not limited to:

(ii) to notify creditors and make announcements and handle matters related to the exercise of creditors' rights (if applicable);

(iii) to open stock accounts and capital accounts and handle the corresponding foreign exchange change registration procedures (if applicable);

(iv) upon completion of the H Share repurchase, to cancel the repurchased H Shares and to reduce the Company's registered capital accordingly;

The Board may delegate such authority to any one of the Directors.

(i) the conclusion of the 2025 annual general meeting of the Company; or

(ii) the date on which the H Share Repurchase Mandate is revoked or varied by a special resolution at any general meeting, A Shareholders' class meeting and H Shareholders' class meeting of the Company.

HCM-3 -

NOTICE OF H SHAREHOLDERS' CLASS MEETING

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

Shanghai, the People's Republic of China
5 June 2025

Notes:

The Register of Members will be closed during the following periods and during these periods, no transfer of H Shares will be registered.

(a) To attend and vote at the H Shareholders' Class Meeting

For the purpose of holding the H Shareholders' Class Meeting, the Register of Members will be closed from Friday, 20 June 2025 to Thursday, 26 June 2025 (both days inclusive), during which period no transfer of H Shares will be registered. The H Shareholders whose names appear on the Register of Members at the close of business on Thursday, 19 June 2025 are entitled to attend and vote at the H Shareholders' Class Meeting.

In order to attend and vote at the H Shareholders' Class Meeting, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Computershare, the H Share registrar of the Company, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 19 June 2025.

(b) To qualify for the proposed final dividend for the year ended 31 December 2024

Each H Shareholder who has the right to attend and vote at the H Shareholders' 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 Shareholders' 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 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 H Shareholders' Class Meeting or any adjournment thereof in order for such documents to be valid.
HCM-4 -

NOTICE OF H SHAREHOLDERS' CLASS MEETING

If a proxy attends the H Shareholders' 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 Shareholders' 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 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 Shareholders' Class Meeting. Completion and return of the form of proxy will not preclude a Shareholder from attending in person and voting at the H Shareholders' Class Meeting or any adjournment thereof should he/she so wish.
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 Shareholders' 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 Shareholders' 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 Shareholders' Class Meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto.
The H Shareholders' Class Meeting is estimated to last for half a day. Shareholders who attend the H Shareholders' 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-5 -

AI assistant

COSCO SHIPPING Development Co., Ltd. — Proxy Solicitation & Information Statement 2025

50782_rns_2025-06-04_1c3b811e-5ca2-4b61-ab79-7f63700d231f.pdf

中遠海運發展股份有限公司

COSCO SHIPPING Development Co., Ltd.*

中遠海運發展股份有限公司

COSCO SHIPPING Development Co., Ltd.*

I. INTRODUCTION

II. REPORT OF THE BOARD FOR THE YEAR ENDED 31 DECEMBER 2024

III. REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR ENDED 31 DECEMBER 2024

IV. AUDITED FINANCIAL STATEMENTS AND AUDITORS’ REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

V. 2024 ANNUAL REPORT

VI. 2024 PROFIT DISTRIBUTION PLAN

1. Proposed payment of a final dividend

2. Enterprise income tax

3. Individual income tax

4. Profit distribution for domestic investors investing in H Shares through Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect

Shanghai-Hong Kong Stock Connect

Shenzhen-Hong Kong Stock Connect

5. To qualify for the proposed final dividend for the year ended 31 December 2024

VII. PROPOSED GRANT OF AUTHORIZATION TO THE BOARD TO DETERMINE DETAILS OF THE 2025 INTERIM PROFIT DISTRIBUTION PLAN

VIII. REMUNERATION OF DIRECTORS AND SUPERVISORS FOR THE YEAR 2025

IX. RE-APPOINTMENT OF DOMESTIC AUDITOR, INTERNAL CONTROL AUDITOR AND INTERNATIONAL AUDITOR FOR THE YEAR 2025

X. PROPOSED REGISTRATION AND ISSUANCE OF DEBT FINANCING INSTRUMENTS

XII. PROPOSED GRANT OF A SHARE REPURCHASE MANDATE

XIII. PROPOSED GRANT OF H SHARE REPURCHASE MANDATE

XIV. WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

XV. AGM AND CLASS MEETINGS

XVI. CLOSE OF REGISTER OF MEMBERS

To attend and vote at the AGM and H Share Class Meeting

4. IMPACT ON WORKING CAPITAL

5. MARKET PRICES OF SHARES

6. GENERAL

7. TAKEOVERS CODE

8. SHARE REPURCHASE MADE BY THE COMPANY

中遠海運發展股份有限公司

COSCO SHIPPING Development Co., Ltd.*

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

"THAT

REVIEW OF REPORT

中遠海運發展股份有限公司

COSCO SHIPPING Development Co., Ltd.*

NOTICE OF H SHAREHOLDERS' CLASS MEETING

SPECIAL RESOLUTIONS

"THAT

More from COSCO SHIPPING Development Co., Ltd.

COSCO SHIPPING Development Co., Ltd. Proxy Solicitation & Information Statement 2025