COSCO SHIPPING Holdings Co., Ltd. — Proxy Solicitation & Information Statement 2007

Sep 6, 2007

NOTICE OF H SHARES CLASS MEETING

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China COSCO Holdings Company Limited[*]

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

(Stock code : 1919)

NOTICE IS HEREBY GIVEN that a class meeting for holders of H shares (“H Share Class Meeting”) of China COSCO Holdings Company Limited (the “Company”) will be held at Conference Room, Ocean Plaza, 158 Fuxingmennei Avenue, Xicheng District, Beijing, the PRC on 23 October 2007 after the extraordinary general meeting of the Company to be convened at 2:00 p.m. on the same day at the same place shall have been concluded or adjourned for the purposes of considering and, if thought fit, passing the following resolutions (with or without modifications):

SPECIAL RESOLUTION

1. “ THAT the issue of A Shares (as defined below) (the “A Shares Issue”) to not more than ten institutional investors and/or COSCO (as defined in the circular of the Company issued on the same date (“Circular”)), structure of which is set out as follows, be and is hereby approved:

   • (i) Plan related to private : Review the plan related to private placing of A placing of A Shares Shares

   • (ii) Class of securities to be : PRC-listed domestic shares (“A Shares”) of issued and nominal value RMB1.00 each in the registered capital of the Company.

   • (iii) Issue method : The issue of A Shares by private placing to institutional investors.

The A Shares shall be issued in two tranches after obtaining approval from the China Securities Regulatory Commission tranche I to COSCO and tranche II to institutional investors.

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NOTICE OF H SHARES CLASS MEETING

(iv)	Target subscribers and	:	After obtaining approval from the relevant PRC
	subscription method		governmental department(s), to issue A Shares to
			not more than 10 institutional investors (including
			COSCO).COSCOshalltakeup A Sharesas
			considerationfortheCOSCOAcquisition(as
			defined in the announcement of the Company dated
			3 September 2007 (the “Announcement”)) and/or
			by way of cash. Other institutional investors shall
			take up the A Shares by way of cash.
(v)	Price determination date	:	The day of the meeting of the board of directors of
			the Company on 25 July 2007 at which, among
			other things, the Proposed Acquisitions (as defined
			in the Announcement) was approved.
(vi)	Pricing	:	The issue price for tranche I A Shares Issue shall be
			the average price of the A Shares for the 20 trading
			days ended 25 July 2007, which is RMB18.49.
			The issue price for tranche II A Shares Issue shall
			be determined on a best available price basis after
			obtainingtheapprovalfromChinaSecurities
			Regulatory Commission, but in any event shall not
			be lower than RMB18.49, the average price of the
			A Shares for the 20 trading days ended 25 July
			2007. If COSCO participates in tranche II A Shares
			Issue, the issue price shall be the same as the other
			institutional investors.
			The issue price shall be adjusted according to any
			declarationofdividendsaftertheprice
			determination date and before the date of issue.
(vii)	Number of shares to be	:	Not exceeding 1,296,937,124 A Shares , in which
	issued under the A Shares		COSCO shall subscribe 864,270,817 A Shares;
	Issue		COSCOshallsubscribenotmorethan
			1,296,937,124 A Shares under the A Shares Issue.
			The number of A Shares to be issued shall be
			adjusted according to any declaration of dividends
			after the price determination date and before the
			date of issue.

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NOTICE OF H SHARES CLASS MEETING

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					By
					**China **
	ijing, the PRCeptember 2007
				—

Beijing, the PRC 5 September 2007

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NOTICE OF H SHARES CLASS MEETING

Notes:

1. According to the Articles of Association of the Company, resolutions at general meetings of the Company will be determined by a show of hands unless a poll is required under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited or demanded before or after any vote by show of hands. A poll may be demanded by the chairman of the meeting or at least two Shareholders entitled to vote, present in person or by proxy, or by one or more Shareholders present in person or by proxy representing 10% or more of all shares carrying the voting rights at the meeting singly or in aggregate. Irrespective of whether the voting is carried out by show of hands or by poll, the votes counted will be based on the number of shares represented by such votes.

2. A shareholder entitled to attend and vote at this meeting may appoint one or more proxies to attend and vote in his stead. A proxy need not to be a shareholder of the Company.

3. The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorised in writing. If the shareholder is a corporation, that instrument must be either under its common seal or under the hand of its director(s) or duly authorised attorney(s). If that instrument is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.

4. In order to be valid, the form of proxy together with the power of attorney or other authorisation document (if any) must be deposited at the Company’s H share registrar, Computershare Hong Kong Investor Services Limited (address: Units 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) for holders of H shares not less than 24 hours before the time appointed for the holding of this meeting or any adjournment thereof (as the case may be). Completion and return of a proxy form will not preclude a shareholder from attending and voting in person at this meeting if he so wishes.

5. Shareholders who intend to attend this meeting in person or by proxy should return the reply slip to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, for holders of H shares not later than 20 days before the date of this meeting, i.e. 3 October 2007.

6. Shareholders whose name appear in the register of members of the Company on 21 September 2007 are entitled to attend and vote at the meeting.

7. Shareholders or their proxies attending this meeting shall produce their identity documents.

8. As at the date of this announcement, the executive directors of the Company are Mr. WEI Jiafu (Chairman and CEO) and Mr. CHEN Hongsheng (President); the non-executive directors of the Company are Mr. ZHANG Fusheng (Vice Chairman), Mr. LI Jianhong, Mr. XU Lirong, Mr. ZHANG Liang and Ms. SUN Yueying; and the independent non-executive directors of the Company are Ms. LI Boxi, Mr. TSAO Wen King, Frank, Mr. Alexander Reid HAMILTON and Mr. CHENG Mo Chi

* The Company is registered as an oversea company under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) under its Chinese name and the English name “China COSCO Holdings Company Limited

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