COSCO SHIPPING Holdings Co., Ltd. — Proxy Solicitation & Information Statement 2020

Apr 2, 2020

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.

中遠海運控股股份有限公司 COSCO SHIPPING Holdings Co., Ltd.*

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

(Stock Code: 1919)

NOTICE OF H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting of H shareholders (the “ H Share Class Meeting ”) of COSCO SHIPPING Holdings Co., Ltd.* (the “ Company ”) will be held at Conference Room, 47th Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong and Ocean Hall, 5th Floor, Shanghai Ocean Hotel, No. 1171, Dong Da Ming Road, Shanghai, the People’s Republic of China on Monday, 18 May 2020 immediately after the class meeting of A shareholders of the Company to be convened and held on the same date and at the same place (which is to be held immediately after the annual general meeting of the Company to be convened at 10:00 a.m. on the same date 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, capitalized terms used in this notice shall have the same meanings as those defined in the announcement of the Company dated 30 March 2020 in relation to the proposed amendments to the further revised share option incentive scheme (the “ Announcement ”).

SPECIAL RESOLUTIONS

1. To consider and approve the resolution in relation to the proposed amendments to the “Share Option Incentive Scheme of COSCO SHIPPING Holdings Co., Ltd.” and the summary thereof regarding the scope of the Participants.

2. To consider and approve the resolution in relation to the proposed amendments to the “Appraisal Measures on the Share Option Incentive Scheme of COSCO SHIPPING Holdings Co., Ltd.”.

By Order of the Board COSCO SHIPPING Holdings Co., Ltd. Guo Huawei Company Secretary

Shanghai, the People’s Republic of China 3 April 2020

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Notes:

1. For more information relating to the abovementioned resolutions, please refer to the Announcement and the circular of the Company to be despatched to the Shareholders in relation to, among other things, the proposed amendments to the Further Revised Scheme and the Appraisal Measures.

2. Pursuant to Rule 13.39(4) of the Listing Rules, votes of the H Shareholders at the H Share Class Meeting shall be taken by poll.

3. Each H Shareholder entitled to attend and vote at the H Share Class Meeting may appoint one or more proxies to attend and vote in his stead. A proxy needs not to be a Shareholder.

4. The instrument appointing a proxy must be in writing under the hand of an H Shareholder or his attorney duly authorized in writing. If the H Shareholder is a corporation, that instrument must be either under its common seal or under the hand of its director(s) or duly authorized attorney(s). If that instrument is signed by an attorney of the H Shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.

5. Pursuant to the Administrative Measures on Share Incentives of Listed Companies” (《上市公司股權激勵管 理辦法》) (“ Administrative Measures ”), an independent non-executive director of a company listed on the Shanghai Stock Exchange shall solicit voting rights from all shareholders of the company in the event of the proposed amendment of a share option incentive scheme by such company. The solicitation is intended to provide shareholders of such listed company with an alternative approach to participate in general meetings, so as to encourage them to vote on the resolution(s) in respect of the amendment of a share option incentive scheme. Pursuant to the Administrative Measures and the authorisation of other independent non-executive Directors, Mr. Wu Dawei, an independent non-executive Director, has issued the form(s) of proxy to solicit voting rights from the Shareholders on the special resolutions in relation to the amendments to the “Share Option Incentive Scheme of COSCO SHIPPING Holdings Co., Ltd.” and the summary thereof regarding the scope of the participants and the amendments to the “Appraisal Measures on the Share Option Incentive Scheme of COSCO SHIPPING Holdings Co., Ltd.” to be proposed at the H Share Class Meeting (the “ INED’s Proxy Form(s) ”). For further details of the INED’s Proxy Forms, please refer to the announcement of the Company in relation to the public solicitation of voting rights by the independent non-executive Directors dated 3 April 2020.

Should you wish to appoint Mr. Wu Dawei as your proxy to vote for you and on your behalf at the H Share Class Meeting on the resolutions contained herein, please complete and return the INED’s Proxy Form for the H Share Class Meeting to Computershare Hong Kong Investor Services Limited, the H share registrar of the Company, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, by hand or by post, no later than 24 hours before the time appointed for holding the H Share Class Meeting or any adjournment thereof.

If you wish to appoint persons other than Mr. Wu Dawei as your proxy to vote for you and on your behalf on all resolutions at the H Share Class Meeting, you may complete and return the form of proxy only and disregard the INED’s Proxy Form for the H Share Class Meeting. Please note that if you have completed and returned both the form of proxy and the INED’s Proxy Form for the H Share Class Meeting, but have given inconsistent voting instructions on the resolutions concerned between the form of proxy and the INED’s Proxy Form for the H Share Class Meeting, your voting instructions given in the INED’s Proxy Form for the H Share Class Meeting will be counted as your vote for or against the resolutions at the H Share Class Meeting.

1. In order to be valid, the form of proxy or the INED’s Proxy Form for the H Share Class Meeting together with the power of attorney or other authorization document (if any) must be deposited at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited (address: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) for holders of H Shares as soon as possible and in any event not less than 24 hours for the holders of H Shares before the time appointed for the holding of the H Share Class Meeting or any adjournment thereof (as the case may be). Completion and return of a form of proxy or the INED’s Proxy Form will not preclude an H Shareholder from attending and voting in person at the H Share Class Meeting if he so wishes.

2. The H share register of members of the Company will be closed from 18 April 2020 (Saturday) to 18 May 2020 (Monday), both days inclusive, during which period no transfer of the H Shares will be effected. Shareholders whose names appear in the H share register of members of the Company on 17 April 2020 (Friday) at 4:30 p.m. are entitled to attend and vote at the H Share Class Meeting. In order to attend and vote at the H Share Class Meeting, all transfer documents accompanied by relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712 to 1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 17 April 2020 (Friday).

3. H Shareholders who intend to attend the H Share Class Meeting 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 H Share Class Meeting, i.e. Tuesday, 28 April 2020.

4. H Shareholders or their proxies attending the H Share Class Meeting shall produce their identity documents. If the attending H Shareholder is a corporate, its legal representative or person authorized by the board or other decision making authority shall present a copy of the relevant resolutions of the board or other decision making authority in order to attend the H Share Class Meeting.

5. As at the date hereof, the directors of the Company are Mr. XU Lirong[1] (Chairman), Mr. WANG Haimin[1] (Vice Chairman), Mr. YANG Zhijian[1] , Mr. FENG Boming[1] , Mr. YANG, Liang Yee Philip[2] , Mr. WU Dawei[2] , Mr. ZHOU Zhonghui[2] and Mr. TEO Siong Seng[2] .

• 1

  • Executive Director

• 2 Independent non-executive Director

• For identification purpose only

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