COSCO SHIPPING Holdings Co., Ltd. — Proxy Solicitation & Information Statement 2012

Apr 23, 2012

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 AMENDMENTS TO ARTICLES OF ASSOCIATION

The notice convening the annual general meeting of China COSCO Holdings Company Limited to be held at Conference 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 10:00 a.m. on Tuesday, 22 May 2012 was despatched to the shareholders of the Company on 30 March 2012.

* 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”.

23 April 2012

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD
•	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
•	Proposed amendments to Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
•	Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
•	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

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

“AGM”

• the annual general meeting of the Company to be held on Tuesday, 22 May 2012 at 10:00 a.m. at Conference 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 Shareholders to consider and approve the resolutions set out in the notice of the AGM

• “Articles of Association”

• the articles of association of the Company as amended, revised or supplemented from time to time

• “Board” the board of Directors

• “Company”

• China COSCO Holdings Company Limited* (中國遠洋控股股 份有限公司), a joint stock limited company incorporated in the PRC with limited liability, the H shares of which are listed on the Stock Exchange and the A shares of which are listed on the Shanghai Stock Exchange

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

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange

• “PRC” the People’s Republic of China, for the purposes of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “Share(s)” ordinary share(s) (including A shares and H shares of the Company) of RMB1.00 each in the issued share capital of the Company

• “Shareholders” holders of the Shares

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

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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 [2] (Chairman) Mr. MA Zehua [1] (Vice Chairman) Mr. LI Yunpeng [2] Ms. SUN Yueying [2] Mr. SUN Jiakang [1] Mr. XU Minjie [1] Mr. JIANG Lijun [1] (President) 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

23 April 2012

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENS TO ARTICLES OF ASSOCIATION

INTRODUCTION

Reference is made to the 2011 annual results announcement of the Company dated 29 March 2012 where it was mentioned that the resolution on the proposed amendments to Articles of Association will be considered at AGM. Reference is also made to the notice of AGM dated 30 March 2012 and despatched to the Shareholders. The purpose of this circular is to provide you with information regarding the proposed amendments to Articles of Association.

* 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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LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

A special resolution will be proposed at AGM to make certain amendments to Articles of Association for the purpose of ensuring compliance with certain amendments to the Listing Rules and the PRC laws and regulations, and to bring Articles of Association up to date and in line with the current situation of the Company. Any one Director or either of the joint Company secretaries of the Company will be proposed to be authorized to make necessary amendments based on opinions of competent authority in the PRC and deal with on behalf of the Company the relevant filing, amendments and registration (where necessary) procedures and other related issues arising from the amendments to Articles of Association.

Details of the proposed amendments to Articles of Association are set out below:

(i) The original Article 6 reads as follows:

Pursuant to The Company Law of the People’s Republic of China, Special Provisions, Mandatory Provisions for the Articles of Association of Companies to be Listed Outside the People’s Republic of China (“Mandatory Provisions”), Guidelines for the Articles of Association of Listed Companies (“Guidelines for the Articles”), Code of Corporate Governance for Listed Companies (“Code of Corporate Governance”) and other state laws and administrative regulations, amendments were made to the company’s former Articles of Association, and these Articles of Association (the “Articles” or the “Articles of the company”) were formulated, which had been approved and authorized by the interim shareholders’ meeting dated October 23 2007.

Article 6 will be amended to read as follows:

Pursuant to The Company Law of the People’s Republic of China, Special Provisions, Mandatory Provisions for the Articles of Association of Companies to be Listed Outside the People’s Republic of China (“Mandatory Provisions”), Guidelines for the Articles of Association of Listed Companies (“Guidelines for the Articles”), Code of Corporate Governance for Listed Companies (“Code of Corporate Governance”) and other state laws and administrative regulations, amendments were made to the company’s former Articles of Association, and these Articles of Association (the “Articles” or the “Articles of the company”) were formulated, which had been approved and authorized by the shareholders’ meeting for the year 2011.

(ii) The following will be added as an additional paragraph at the end of Article 21:

The share capital of the Company is comprised of 10,216,274,357 ordinary shares, including 7,635,674,357 domestic shares (or 74.74% of the total ordinary shares) and 2,580,600,000 overseas listed foreign shares (or 25.26% of the total ordinary shares). The promoter, China Ocean Shipping (Group) Company, is the controlling shareholder of the Company.

(iii) The second paragraph of the original Article 68 reads as follows:

The shareholders separately or in aggregate holding 3 percent or more of the Company shares may propose provisional motions, which shall be submitted or delivered to the convenor in written form ten days prior to the date of the shareholders’ general meeting; within two days after the receipt of the motions, the convenor shall issue supplementary notice of the general meeting to announce the contents of the provisional motions to the public.

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LETTER FROM THE BOARD

The second paragraph of Article 68 will be amended to read as follows:

The shareholders separately or in aggregate holding 3 percent or more of the Company shares may propose provisional motions, which shall be submitted or delivered to the convenor in written form twenty days prior to the date of the shareholders’ general meeting; within two days after the receipt of the motions and at least ten business days before the date of the shareholders’ general meeting, the convenor shall issue supplementary notice of the general meeting to announce the contents of the provisional motions to the public.

(iv) The fourth paragraph in Article 83 will be deleted:

Shareholders (including proxies) present at a meeting shall definitely express for or against a resolution of certain matter for voting. Abstention vote or waiver of vote shall not be counted as voting right when the Company calculates voting result of a resolution.

(v) The first paragraph of the original Article 107 reads as follows:

The Company shall establish a board of directors. The board of directors shall be composed of 11 directors. External directors (referring to those who do not take a post in the Company, the same below) shall account for more than half of the number of directors, independent directors shall account for one third of the number of the directors, including 4 or more independent (non-executive) directors (refer to directors who are independent from the shareholders of the Company and do not take a post in the Company, the same below), and at least one independent director shall have the proper professional qualification or have proper accounting or financial management skills.

The first paragraph of Article 107 will be amended to read as follows:

The Company shall establish a board of directors. The board of directors shall be composed of 12 directors. External directors (referring to those who do not take a post in the Company, the same below) shall account for more than half of the number of directors, independent directors shall account for one third of the number of the directors, including 4 or more independent (non-executive) directors (refer to directors who are independent from the shareholders of the Company and do not take a post in the Company, the same below), and at least one independent director shall have the proper professional qualification or have proper accounting or financial management skills.

(vi) The fourth paragraph of the original Article 108 reads as follows:

The candidates for directors of the first Board shall be nominated by the sponsors, and elected during the incorporation meeting. Eleven candidates shall be elected as directors, and confirmed by the shareholders’ meeting in the form of ordinary resolution. In case the number of elected candidates surpasses the above-stipulated number, the candidates receiving the greater vote numbers become the directors.

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LETTER FROM THE BOARD

The fourth paragraph of Article 108 will be amended to read as follows:

The candidates for directors of the first Board shall be nominated by the promoters, and elected during the incorporation meeting. Twelve candidates shall be elected as directors, and confirmed by the shareholders’ meeting in the form of ordinary resolution. In case the number of elected candidates surpasses the above-stipulated number, the candidates receiving the greater vote numbers become the directors.

(vii) The fourth paragraph of the original Article 109 reads as follows:

(3) If the interim proposal on the election of non-independent directors is made by the shareholders individually or jointly holding more than 3% of the total voting shares of the Company, the written notice on the intention of the nomination of the director candidates and the nominees’ expression of willingness to accept the nomination, as well as the written materials and commitments of the nominee mentioned in item (1) of this Article shall be delivered to the Company 10 days prior to the date of the general meeting. Such notice shall not be delivered earlier than the day following the day on which the meeting notice on the election of directors is made, nor later than seven days before the day of the meeting.

The fourth paragraph of Article 109 will be amended to read as follows:

(3) If the interim proposal on the election of non-independent directors is made by the shareholders individually or jointly holding more than 3% of the total voting shares of the Company, the written notice on the intention of the nomination of the director candidates and the nominees’ expression of willingness to accept the nomination, as well as the written materials and commitments of the nominee mentioned in item (1) of this Article shall be delivered to the Company 20 days prior to the date of the general meeting. Such notice shall not be delivered earlier than the day following the day on which the meeting notice on the election of directors is made, nor later than ten clear business days before the day of the meeting.

(viii) The first paragraph of the original Article 139 reads as follows:

The supervisory board shall be composed of 2 independent supervisors, 2 external supervisors (shareholders’ representatives) and 2 employee representatives of the Company. The external supervisors and independent supervisors shall be elected and removed by the shareholders’ general meeting, and the employee representatives of the Company shall be democratically elected and removed by employees of the Company.

External supervisor refers to a supervisor who takes no post in the Company. Independent supervisor refers to a supervisor who is independent from shareholders and takes no post in the Company.

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LETTER FROM THE BOARD

The first and the second paragraphs of Article 139 will be amended to read as follows:

The supervisory board shall be composed of 2 independent supervisors, 2 shareholders’ representative supervisors and 2 employee representatives of the Company. The shareholders’ representative supervisors and independent supervisors shall be elected and removed by the shareholders’ general meeting, and the employee representatives of the Company shall be democratically elected and removed by employees of the Company.

Shareholders’ representative supervisor refers to a supervisor who is nominated and appointed by shareholders of the Company and who takes no post in the Company. Independent supervisor refers to a supervisor who is independent from shareholders and takes no post in the Company.

• Note: The above is the English translation of the Chinese version of the proposed amendments to Articles of Association. Should there be any inconsistencies between the English version and the Chinese version, the Chinese version shall prevail.

ACTIONS TO BE TAKEN

Please refer to the notice of AGM dated 30 March 2012 and despatched to the Shareholders for (among others) details of other resolutions to be proposed at AGM, closure of the H share register of members of the Company and eligibility for attending AGM.

The form of proxy for use at AGM was despatched to you together with the notice of AGM dated 30 March 2012. Whether or not you are able to attend AGM, please complete and return the enclosed form of proxy in accordance with the instructions printed on it. If you intend to attend AGM, you are required to complete and return the reply slip to the H share registrar of the Company on or before Wednesday, 2 May 2012.

Completion and return of the form of proxy will not preclude you from attending and voting in person at AGM 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 believe that the proposed amendments to Articles of Association 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 relevant resolution set out in the notice of AGM.

By Order of the Board China COSCO Holdings Company Limited Guo Huawei

Joint Company Secretary

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