COSCO SHIPPING Holdings Co., Ltd. — Proxy Solicitation & Information Statement 2011

Aug 26, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China COSCO Holdings Company Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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中國遠洋控股股份有限公司 China COSCO Holdings Company Limited[*]

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

(Stock code: 1919)

PROPOSED ISSUE OF USD BONDS AND PROVISION OF GUARANTEE

PROPOSED ELECTION OF DIRECTOR

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of China COSCO Holdings Company Limited to be held at Function Room, 47th Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong and Conference Center, Ocean Plaza, 158 Fuxingmennei Avenue, Xicheng District, Beijing, the PRC at 10 a.m. on Wednesday, 12 October 2011 is set out on page 7 to page 10 in this circular. Whether or not you are able to attend the annual general meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed on it. If you intend to attend the meeting, you are required to complete and return the reply slip to the H share registrar of the Company on or before Wednesday, 21 September 2011.

Completion and return of the form of proxy will not preclude you from attending and voting at the annual general meeting or any adjournment of it if you so wish, and completion and return of the reply slip will not affect your right to attend the meeting.

* The Company is registered as a non-Hong Kong company under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) under its Chinese name “ 中國遠洋控股股份有限公司 ” and its English name “China COSCO Holdings Company Limited”.

27 August 2011

CONTENTS

Pages	Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .	7

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DEFINITIONS

In this circular, unless otherwise indicated in the context, the following expressions have the meaning set out below:

“Articles of Association” the articles of association of the Company as amended, revised or supplemented from time to time “Board” the board of Directors of the Company “Bonds” US$ denominated bonds of an aggregate principal amount of not more than US$2 billion proposed to be issued by an offshore wholly-owned subsidiary of the Company “Company” China COSCO Holdings Company Limited “Director(s)” the director(s) of the Company “EGM” the extraordinary general meeting of the Company to be held on Wednesday, 12 October 2011 at 10 a.m. at Function Room, 47th Floor, COSCO Tower, 183 Queen’s Road, Central, Hong Kong and Conference Center, Ocean Plaza, 158 Fuxingmennei Avenue, Xicheng District, Beijing, the PRC “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “PRC” the People’s Republic of China, for the purposes of this circular, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan “Shareholder(s)” the shareholder(s) of the Company “Singapore Stock Exchange” Singapore Exchange Securities Trading Limited “Stock Exchange” The Stock Exchanges of Hong Kong Limited “US$” United States dollars, the lawful currency of the United States of America, including its territories and possessions

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LETTER FROM THE BOARD

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中國遠洋控股股份有限公司 China COSCO Holdings Company Limited[*]

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

(Stock code: 1919)

Directors: Mr. WEI Jiafu [1] (Chairman and CEO) Mr. ZHANG Liang [1] (President) Ms. SUN Yueying [2] Mr. SUN Jiakang [2] Mr. XU Minjie [2] Mr. TEO Siong Seng [3] Dr. FAN HSU Lai Tai, Rita [3] Mr. KWONG Che Keung, Gordon [3] Mr. Peter Guy BOWIE [3]

Registered Office: 3rd Floor, No. 1 Tongda Square Tianjin Port Free Trade Zone, Tianjin 300461, the PRC

Head office and principal place of business in Hong Kong: 49th Floor COSCO Tower 183 Queen’s Road Central Hong Kong

1 Executive Director

2 Non-executive Director

3 Independent Non-executive Director

27 August 2011

To the Shareholders

Dear Sir or Madam,

PROPOSED ISSUE OF USD BONDS AND PROVISION OF GUARANTEE

PROPOSED ELECTION OF DIRECTOR AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference was made to the announcements of the Company dated 25 August 2011 in relation to the proposed issue of the Bonds and provision of guarantee, and the change in directorship.

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LETTER FROM THE BOARD

On 25 August 2011, the Board resolved, among other things, to seek Shareholders’ approval for (1) the proposed issue of the Bonds and the provision of guarantee by the Company for the offshore issuer and/or the Bonds, and (2) the proposed election of a new Director at the EGM. The purpose of this circular is to provide you with further information relating to the proposed issue of the Bonds and the provision of guarantee by the Company for the offshore issuer and/or the Bonds, and the election of Director and a notice of the EGM.

PROPOSED ISSUE OF THE BONDS

According to the mid- and long-term development plans of the Company, in order to satisfy all capital needs of the Company for future operation and after taking into account of the tight credit availability within the PRC and the fact that the Company requires capital in US$ currency, the Company intends to issue the Bonds through its offshore wholly-owned subsidiary and to provide guarantee for the offshore issuer and/or the Bonds.

According to the Company Law of the PRC and/or the Articles of Association, the issue of the Bonds and/or the provision of guarantee by the Company is conditional on the obtaining of the approval of the Shareholders by way of ordinary resolutions, the granting of approval for the listing of the Bonds by the Singapore Stock Exchange or an internationally recognised stock exchange on which the Bonds are to be listed and the granting of approval for such guarantee by the State Administration of Foreign Exchange.

Proposed terms of the bonds

Proposed terms of the Bonds are as follows:

• Issuer : An offshore wholly-owned subsidiary of the Company to be established for the issue of the Bonds after obtaining the approval of the Shareholders at the EGM in relation to the issue of the Bonds and provision of guarantee

• Size of issue : The aggregate principal amount shall not be more than US$2 billion

• Type and price of issue : US$ bonds and issue price to be determined according to market conditions by then

• Term of issue : Not more than 10 years since the date of issue Listing place of the : Singapore Stock Exchange or other internationally recognized Bonds stock exchange

• Security of the Bonds : The Company will provide guarantee for the offshore issuer and/or the Bonds

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LETTER FROM THE BOARD

Use of proceeds	:	Proceeds will be used by offshore subsidiaries of the
		Company mainly for the production and operational activities
		of the Company, including, but not limited to, supplementing
		liquidity, repaying bank loans and settling fixed asset
		investment expenses
Sources of fund for	:	The Bonds shall, in principle, be repaid by the offshore
repayment		subsidiaries of the Company which used the proceeds of the
		Bonds

Granting of authorisation to the board to deal with matters relating to the proposed issue of the bonds

It is proposed that authorisation be granted to the Board (which may further authorize any one Director) by the Shareholders at the EGM, pursuant to the applicable laws, market conditions and opinions from the regulatory department, and in the best interest of the Company, to decide and deal with the followings:

1. confirm specific terms, conditions and other matters in relation to the issue of the Bonds (including but not limited to the scale of registration, the size of issue, the term of issue, the issue price, interest rates or the calculation mechanism thereof, the timing of the issue, whether to issue in multiple tranches and number of tranches, whether terms of repurchase or redemption will be incorporated, the grading arrangement, the guarantees, the term for repayment of the principal and interest, the specific arrangement of use of proceeds within the scope approved in the EGM and other relevant matters in relation to the issue of the Bonds);

2. other matters in relation to the issue of the Bonds, including but not limited to the engagement of intermediaries to deal with approval matters in relation to the issue; to handle relevant matters such as issue and registration of debentures and debts, and circulation of bonds transaction; to amend and execute all relevant agreements and other necessary legal documents (including but not limited to application for the issue of the Bonds, registration report, offering document, underwriting agreement, all announcements and documents for disclosure); and to disclose relevant information pursuant to the applicable regulatory rules;

3. if there are any changes of the policy of regulatory department or market conditions, relevant adjustment can be made to the relevant matters, such as specific plan of the issue of the Bonds, in accordance with the opinions of the regulatory department; and

4. handle all disclosure matters onshore or offshore in relation to the issue of the Bonds.

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LETTER FROM THE BOARD

The authority granted to the Board passed at the EGM with regard to the proposed issue of the Bonds will expire twelve months after the date of such resolutions passed at the aforesaid general meeting.

PROVISION OF GUARANTEE BY THE COMPANY

The Company will provide guarantee for the offshore issuer and/or the Bonds in an amount of not more than US$2 billion. It is also proposed that authorisation be granted to the Board (which may further authorize any one Director) by the Shareholders at the EGM, pursuant to the applicable laws, market conditions and opinions from the regulatory department, and in the best interest of the Company, to adjust the proposal about the guarantee to be provided by the Company for the offshore issuer and/or the Bonds and handle all disclosure matters onshore or offshore in relation to the provision of guarantee.

PROPOSED ELECTION OF DIRECTOR

The Board is pleased to announce that Mr. Ma Zehua (“ Mr. Ma ”) has been proposed by the Board to be appointed as a Director of the Company. According to the Articles of Association, the appointment of Mr. Ma is subject to the Shareholders’ approval at a general meeting.

The following are the particulars of Mr. Ma, the Director proposed to be elected at the EGM:

Mr. Ma, aged 58. Mr. Ma has been the director, president and deputy party secretary of China Ocean Shipping (Group) Company (中國遠洋運輸(集團)總公司), the controlling Shareholder of the Company, since August 2011. Mr. Ma was the president of COSCO Maritime (UK) Limited, the general manager of the development department and the assistant president of China Ocean Shipping (Group) Company, the president and the party secretary of COSCO Americas, Inc., the vice general manager of COSCO Guangzhou, the president and party secretary of Qingdao Ocean Shipping Company. Mr. Ma has over 30 years of experience in shipping and has extensive experience in corporate operation and management. Mr. Ma graduated with a profession of shipping and international maritime law from Shanghai Maritime University. He obtained his master degree from Shanghai Maritime University and is a senior economist.

A service contract will be signed by Mr. Ma and the Company, his remuneration will be determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market conditions, implementing the relevant requirements issued by the State-owned Assets Supervision and Administration Commission of the State Council. Mr. Ma is appointed for a term of three years and will be subject to retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association. Mr. Ma does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, Mr. Ma has not held any directorship in any other listed companies in the past three years. As at the date hereof, Mr. Ma does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

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LETTER FROM THE BOARD

Save as disclosed above, there are no other matters concerning Mr. Ma’s appointment that need to be brought to the attention of the Shareholders and the Stock Exchange and there are no other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong.

THE EGM

The EGM will be convened at 10 a.m. on Wednesday, 12 October 2011 at Function Room, 47th Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong and Conference Center, Ocean Plaza, 158 Fuxingmennei Avenue, Xicheng District, Beijing, the PRC. Notice of the EGM are set out on page 7 to page 10 in this circular.

Whether or not you are able to attend the EGM, please complete and return the enclosed form of proxy in accordance with the instructions printed on it. If you intend to attend the meeting, you are required to complete and return the reply slip to the H share registrar of the Company on or before Wednesday, 21 September 2011.

Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment of it if you so wish, and completion and return of the reply slip will not affect your right to attend the respective meeting.

RECOMMENDATION

The Directors (including the independent non-executive Directors) believe that the proposed issue of the Bonds and the provision of guarantee by the Company for the offshore issuer and/or the Bonds will satisfy the mid- to long-term development needs of the Company and its various future operational needs by reserving more working capital.

The Directors (including the independent non-executive Directors) consider that the proposed issue of the Bonds and the provisions of guarantee by the Company for the offshore issuer and/or the Bonds and the proposed election of Director are in the best interests of the Company and its Shareholders as a whole, and therefore recommend the Shareholders to vote in favour of the resolutions to approve the issue of the Bonds and the provision of guarantee by the Company for the offshore issuer and/or the Bonds, and the proposed election of Director at the EGM.

By Order of the Board China COSCO Holdings Company Limited Zhang Yongjian Company Secretary

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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中國遠洋控股股份有限公司 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 OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of China COSCO Holdings Company Limited (the “ Company ”) will be held at 10 a.m. on Wednesday, 12 October 2011 at Function Room, 47th Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong and Conference Center, Ocean Plaza, 158 Fuxingmennei Avenue, Xicheng District, Beijing, the PRC for the purposes of considering and, if thought fit, passing (with or without modifications) the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. To consider and, if thought fit, to approve the proposed issue of the US$ denominated bonds (the “ Bonds ”) and the provision of guarantee by the Company for the offshore issuer and/or the Bonds:

“THAT

• (A) the Company be authorised to issue the Bonds on the following major terms:

Issuer	:	An offshore wholly-owned subsidiary of the Company to be
		established for the issue of the Bonds after obtaining the
		approval of shareholders of the Company at the EGM in
		relation to the issue of the Bonds and provisions of guarantee
Size of issue	:	The aggregate principal amount shall not be more than US$2
		billion
Type and price	:	US$ bonds and issue price to be determined according to
of issue		market conditions by then
Term of issue	:	Not more than 10 years since the date of issue
Listing place of	:	Singapore Stock Exchange or other internationally recognized
the Bonds		stock exchange

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• Security of the : The Company will provide guarantee for the issuer and/or the Bonds Bonds

• Use of : Proceeds will be used by offshore subsidiaries of the proceeds Company mainly for the production and operational activities of the Company, including, but not limited to, supplementing liquidity, repaying bank loans and settling fixed asset investment expenses

• Sources of fund : The Bonds shall, in principle, be repaid by the offshore for subsidiaries of the Company which used the proceeds of the repayment Bonds

• (B) authorisation be granted to the board of directors (which may further authorize any one director of the Company) (the “ Board ”) by the shareholders of the Company at the EGM, pursuant to the applicable laws, market conditions and opinions from the regulatory department, and in the best interest of the Company, to decide and deal with the followings:

• confirm specific terms, conditions and other matters in relation to the issue of the Bonds (including but not limited to the scale of registration, the size of issue, the term of issue, the issue price, interest rates or the calculation mechanism thereof, the timing of the issue, whether to issue in multiple tranches and number of tranches, whether terms of repurchase or redemption will be incorporated, the grading arrangement, the guarantees, the term for repayment of the principal and interest, the specific arrangement of use of proceeds within the scope approved in the EGM and other relevant matters in relation to the issue of the Bonds);

• other matters in relation to the issue of the Bonds, including but not limited to the engagement of intermediaries to deal with approval matters in relation to the issue; to handle relevant matters such as issue and registration of debentures and debts and circulation of bonds transaction; to amend and execute all relevant agreements and other necessary legal documents (including but not limited to application for the issue of the Bonds, registration report, offering document, underwriting agreement, all announcements and documents for disclosure); and to disclose relevant information pursuant to the applicable regulatory rules;

• if there are any changes of the policy of regulatory department or market conditions, relevant adjustment can be made to the relevant matters, such as specific plan of the issue of the Bonds, in accordance with the opinions of the regulatory department; and

• handle all disclosure matters onshore or offshore in relation to the issue of the Bonds.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

The authority granted to the Board passed at the EGM with regard to the proposed issue of the Bonds will expire twelve months after the date of such resolutions passed at the aforesaid general meeting.

• (C) the Company is authorized to provide guarantee for the offshore issuer and/or the Bonds in an amount of not more than US$2 billion.

• (D) authorisation be granted to the Board (which may further authorize any one director of the Company) by the shareholders of the Company at the EGM, pursuant to the applicable laws, market conditions and opinions from the regulatory department, and in the best interest of the Company, to adjust the proposal about the guarantee to be provided by the Company for the offshore issuer and/or the Bonds and handle all disclosure matters onshore or offshore in relation to the provision of guarantee.”

• To elect Mr. Ma Zehua as director of the Company for the next term of office for a period of three years commencing from the conclusion of the EGM and expiring on the date of the annual general meeting of the Company for the year of 2013 and to authorize the Board to determine the remuneration of Mr. Ma Zehua and to enter into service contract with Mr. Ma Zehua subject to such terms and conditions as the Board shall think fit and to do all such acts and things to give effect to such matters.

By Order of the Board China COSCO Holdings Company Limited Zhang Yongjian Company Secretary

Beijing, the People’s Republic of China 27 August 2011

Notes:

1. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, votes of the shareholders of the Company at the EGM shall be taken by poll.

2. A shareholder entitled to attend and vote at the EGM 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 H share registrar of the Company, Computershare

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Hong Kong Investor Services Limited (address: Rooms 1806-1807, 18/F, 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 the EGM or any adjournment of it (as the case may be). Completion and return of a proxy form will not preclude a shareholder from attending and voting in person at the EGM if he so wishes.

1. The H share register of members of the Company will be closed from Monday, 12 September 2011 to Wednesday, 12 October 2011, both days inclusive, during which period no transfer of the H shares of the Company will be effected. Shareholders whose names appear in the register of members of the Company on Friday, 9 September 2011 at 4:30 p.m. are entitled to attend and vote at the EGM. In order to attend and vote at the EGM, all transfers accompanied by relevant share certificates must be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 9 September 2011.

2. Shareholders who intend to attend the EGM in person or by proxy should return the reply slip to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, for holders of H shares not later than 20 days before the date of the EGM, i.e. Wednesday, 21 September 2011.

3. Shareholders or their proxies attending the EGM shall produce their identity documents. If the attending shareholder is a corporate, its legal representative or person authorised by the board or other decision making authority shall present a copy of the relevant resolution of the board or other decision making authority in order to attend the EGM.

4. As at the date hereof, the directors of the Company are Mr. WEI Jiafu[1] (Chairman and CEO), Mr. ZHANG Liang[1] (President), Ms. SUN Yueying[2] , Mr. SUN Jiakang[2] , Mr. XU Minjie[2] , Mr. TEO Siong Seng[3] , Dr. FAN HSU Lai Tai, Rita[3] , Mr. KWONG Che Keung, Gordon[3] and Mr. Peter Guy BOWIE[3] .

5. 1 Executive director

6. 2 Non-executive director

7. 3 Independent non-executivedirector

8. The Company is registered as a non-Hong Kong company under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) under its Chinese name “ 中國遠洋控股股份有限公司 ” and its English name “China COSCO Holdings Company Limited”.

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