COSCO SHIPPING Holdings Co., Ltd. — Proxy Solicitation & Information Statement 2015

Dec 17, 2015

==> picture [76 x 62] intentionally omitted <==

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)

Form of proxy for the extraordinary general meeting to be held on Monday, 1 February 2016

I/We (note 1)

of

being the registered holder(s) of (note 2)

shares of RMB1.00 each in the share capital of China COSCO Holdings Company Limited (the “ Company ”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (note 3)

of as my/our proxy to attend and act for me/us at the extraordinary

general meeting of the Company to be held at Conference Center, Ocean Plaza, 158 Fuxingmennei Avenue, Xicheng District, Beijing, the People’s Republic of China and Conference Room, 47th Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Monday, 1 February 2016 at 10:00 a.m. (the “ Meeting ”) (and at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below. Unless otherwise defined, capitalized terms used herein shall have the same meanings as defined in the announcement of the Company dated 11 December 2015.

		SPECIAL RESOLUTIONS		For(note 4)	Against(note 4)	Abstain(note 4)
	1.	To consider and approve the resolution in relation to the Company’s eligibility for the
		material asset restructuring.
	2.	To consider and approve the resolution in relation to the material asset restructuring
		constituting connected transactions.
	3.	To consider and approve the disposal of all the equity interest in COSCO Bulk by the
		Company to COSCO.
	4.	To consider and approve the acquisitions of the equity interests in 33 Agency Companies
		by the Company from CSCL.
	5.	To consider and approve the disposal of all the issued shares of FCHL by COSCO Pacific
		to CSHK.
	6.	To consider and approve the acquisition of all the issued shares of CSPD by COSCO Pacific
		from CSCL and CS Hong Kong.
	7.	To consider and approve the Draft Report for the Material Asset Disposal and Acquisition
		and Connected Transactions of China COSCO Holdings Limited (《中國遠洋控股股份有限
		公司重大資產出售及購買暨關聯交易報告書(草案)》) and its summary.
	8.	To consider and approve the resolution that material asset restructuring is in compliance
		withRule4ofProvisionsonIssuesConcerningRegulatingtheMaterialAsset
		Restructuring of Listed Companies (《關於規範上市公司重大資產重組若干問題的規定》).
	9.	To consider and approve the leasing of vessels and containers from CSCL and the lease
		agreement dated 11 December 2015 between the Company and CSCL in relation to the
		leasing of vessels and containers.
	10.	To consider and approve the waiver of the Company’s right to make a pro-rata capital
		contribution to COSCO Finance Co., Ltd. (中遠財務有限責任公司).
	11.	To consider and approve the authorization by Shareholders at the general meeting to the
		Board and its authorized persons to have full discretion to attend to all formalities for the
		material asset restructuring of the Company.
		ORDINARY RESOLUTION
	12.	To consider and approve the resolution that Mr. Xu Zunwu be elected as an executive
		director of the Board.

Signature(s) (note 5) :

Date:

Notes:

1. Full name(s) (in Chinese and English, as shown in the register of members) and registered address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the class and number of shares registered in the name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “THE CHAIRMAN OF THE MEETING or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘FOR’’ BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘AGAINST’’ BESIDE THE APPROPRIATE RESOLUTION . IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK THE BOX MARKED “ABSTAIN” BESIDE THE APPROPRIATE RESOLUTION. Any shares voted as “abstain” will be counted in the calculation of the required majority. If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorized in writing. In the case of a corporation, this form of proxy must be either under its common seal or under the hand of its director(s) or duly authorized attorney(s). If this form of proxy is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.

6. In order to be valid, this form of proxy together with the power of attorney or other authorization document (if any) must be deposited at the Company’s Hong Kong H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 24 hours before the time appointed for the holding of the Meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

7. Shareholders of the Company or their proxies attending the Meeting shall produce their identity documents.

8. A proxy needs not to be a shareholder of the Company but must attend the Meeting in person to represent you.

• For identification purpose only.