COSCO SHIPPING Holdings Co., Ltd. — Proxy Solicitation & Information Statement 2025

May 7, 2025

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) 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 Wednesday, 28 May 2025 at 2:30 p.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolutions of the Company.

Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 8 May 2025 (the “Circular”).

ORDINARY RESOLUTIONS

1. To consider and approve the report of the Board for the year ended 31 December 2024.
2. To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2024.
3. To consider and approve the audited financial statements and the auditors’ report of the Company prepared in accordance with the Accounting Standards for Business Enterprises and Hong Kong Financial Reporting Standards, respectively, for the year ended 31 December 2024.
4. To consider and approve the proposed 2024 final profit distribution plan of the Company and the proposal of grant of authorization to the Board to determine details of the 2025 interim profit distribution plan:

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4.1 To consider and approve the proposed 2024 final profit distribution plan of the Company and the proposed payment of a final dividend of RMB1.03 per Share (inclusive of applicable tax).

4.2 To consider and approve the proposal of grant of authorization to the Board to determine details of the 2025 interim profit distribution plan of the Company.

SPECIAL RESOLUTION

1. To consider and approve the Shareholders Return Plan for the years 2025-2027.

ORDINARY RESOLUTIONS

1. To consider and approve the guarantees mandate regarding the provision of external guarantees by the Group of not exceeding US$4.355 billion (or other currencies equivalent to approximately RMB31.246 billion) for the period commencing from the date of the AGM and ending on the date of the annual general meeting for the year ending 31 December 2025.

2. To consider and approve (i) the proposed appointment of SHINEWING (HK) CPA Limited as the international auditor of the Company (the “2025 International Auditor”) and ShineWing Certified Public Accountants, LLP as the domestic auditor of the Company (the “2025 Domestic Auditor”) to hold office until the conclusion of the next annual general meeting of the Company; and (ii) the review/audit fees of the 2025 International Auditor of RMB7.803 million (tax inclusive) shall be payable by the Company to SHINEWING (HK) CPA Limited and the review/audit fees of the 2025 Domestic Auditor of RMB12.70 million (tax inclusive) shall be payable by the Company to ShineWing Certified Public Accountants, LLP.

SPECIAL RESOLUTIONS

1. To consider and approve the grant of the A Share Repurchase Mandate:

“THAT the Board be authorized to specifically handle relevant matters in relation to the repurchase of A Shares, including but not limited to:

(i) formulate and implement the detailed repurchase plan, including but not limited to determining the timing of repurchase, period of repurchase, repurchase price, and number of Shares to be repurchased pursuant to the requirements under the laws and regulations including the Company Law, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the

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Self-Regulatory Guidelines for Listed Companies on Shanghai Stock Exchange No. 7 – Share Repurchases (《上海證券交易所上市公司自律監管指引第7號-回購股份》) and the Articles of Association as amended and in effect from time to time;

(ii) notify creditors and make announcements and deal with matters related to the exercise of rights by creditors (if applicable);

(iii) open capital account(s);

(iv) determine the specific purpose of the repurchase of A Shares based on the actual situations of the Company and within the time limit specified by applicable laws and regulations, and adjust or change the purpose of the repurchase of A Shares within the scope permitted by the applicable laws and regulations;

(v) complete the procedure for the transfer or cancellation (if applicable) of the repurchased Shares according to the actual repurchase;

(vi) make amendments to the Articles of Association, including the contents in relation to the total share capital and share capital structure, and carry out the relevant registration and filing procedures (if applicable);

(vii) make amendments to the repurchase plan and continue to handle matters relevant to the repurchase in accordance with the relevant requirements of the PRC, the government departments and securities regulatory authorities as well as the market conditions and the actual operational situation of the Company where there are new policy requirements on share repurchase under the laws and regulations or by securities regulatory authorities, or where there are changes in the market conditions, except for those subject to re-voting at the general meetings pursuant to the requirements of relevant laws and regulations and the Articles of Association; and

(viii) deal with other matters that are considered necessary, proper and appropriate to the exercise of the general mandate by the Board, provided that such matters are not in contravention of applicable domestic and overseas laws and regulations.

The Board may delegate such authority to any one of the Directors.

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For the purpose of the A Share Repurchase Mandate, “Relevant Period” means the period from the date of passing of the special resolution(s) in respect of the grant of the A Share Repurchase Mandate at the AGM, the A Share Class Meeting and the H Share Class Meeting until whichever is the earliest of:

(i) the conclusion of the 2025 annual general meeting of the Company; or
(ii) the date on which the mandate set out in this resolution is revoked or varied by way of a special resolution at any general meeting and class meetings of the H Shareholders and the A Shareholders (if applicable) of the Company.

If within the Relevant Period, the Board or person(s) authorized by the Board has signed the necessary documents and handled the necessary procedures, and such documents and procedures may need to be performed or carried out at or after the end of the Relevant Period, or continued after the end of the Relevant Period, the Relevant Period will be extended accordingly."

1. To consider and approve the grant of H Share Repurchase Mandate:

“THAT the Board be authorized to specifically handle relevant matters in relation to the repurchase of H Shares, including but not limited to:

(i) formulate and implement the detailed repurchase plan, including but not limited to determining the timing of repurchase, period of repurchase, repurchase price, and number of Shares to be repurchase pursuant to the requirements under the laws and regulations including the Company Law, listing rules of the places where the Shares are listed and the Articles of Association as amended and in effect from time to time;
(ii) notify creditors and make announcements and deal with matters related to the exercise of rights by creditors;
(iii) open stock account(s) and carry out relevant procedures for change of foreign exchange registration;
(iv) upon the completion of the repurchase of H Shares, cancel the repurchased H Shares and reduce the registered capital of the Company accordingly;
(v) make amendments to the Articles of Association, including the contents in relation to the registered capital, the total share capital and share capital structure, and carry out the relevant registration and filing procedures;

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(vi) make amendments to the repurchase plan and continue to handle matters relevant to the repurchase in accordance with the relevant requirements of the PRC, the government departments and securities regulatory authorities as well as the market conditions and the actual operational situation of the Company where there are new policy requirements on share repurchase under the laws and regulations or by securities regulatory authorities, or where there are changes in the market conditions, except for those subject to re-voting at the general meetings pursuant to the requirements of relevant laws and regulations and the Articles of Association; and

(vii) deal with other matters that are considered necessary, proper and appropriate to the exercise of the general mandate by the Board, provided that such matters are not in contravention of applicable domestic and overseas laws and regulations.

The Board may delegate such authority to any one of the Directors. By which, the Board agrees that such Director shall be its authorized persons to deal with relevant matters in relation to the repurchase of H Shares.

For the purpose of the H Share Repurchase Mandate, “Relevant Period” means the period from the date of passing of the special resolution(s) in respect of the grant of the H Share Repurchase Mandate at the AGM, the A Share Class Meeting and the H Share Class Meeting until whichever is the earliest of:

(i) the conclusion of the 2025 annual general meeting of the Company; or

(ii) the date on which the mandate set out in this resolution is revoked or varied by way of a special resolution at any general meeting and class meetings of the H Shareholders and the A Shareholders (if applicable) of the Company.

If within the Relevant Period, the Board or person(s) authorized by the Board has signed the necessary documents and handled the necessary procedures, and such documents and procedures may need to be performed or carried out at or after the end of the Relevant Period, or continued after the end of the Relevant Period, the Relevant Period will be extended accordingly."

1. To consider and approve the reduction of the registered capital of the Company.

2. To consider and approve the cancellation of the supervisory committee of the Company and amendments to the Articles of Association, the Rules of Procedures of the Shareholders' General Meeting and the Rules of Procedures of the Board of Directors.

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ORDINARY RESOLUTIONS

1. To consider and approve the discloseable transaction and connected transaction under the Shipbuilding Contracts.

2. To consider and approve the election of:

13.1 Mr. ZHANG Feng (張峰) as an executive Director of the seventh session of the Board of the Company.

13.2 Mr. XU Feipan (徐飛攀) as an executive Director of the seventh session of the Board of the Company.

By Order of the Board
COSCO SHIPPING Holdings Co., Ltd.*
Xiao Junguang
Company Secretary

Shanghai, the People’s Republic of China
8 May 2025

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Note:

1. Pursuant to Rule 13.39(4) of the Listing Rules, votes of the Shareholders at the AGM shall be taken by poll.

2. A Shareholder entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote in his/her stead. A proxy needs not to be a Shareholder.

3. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his/her/its attorney duly authorized 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 authorized attorney(s). If that instrument is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.

4. In order to be valid, the form of proxy 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 before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a Shareholder from attending and voting in person at the AGM if he/she so wishes.

5. The register of members of the Company will be closed during the following periods, during which period no transfer of the H Shares will be effected.

(1) To attend and vote at the AGM

For the purpose of ascertaining the H Shareholders’ entitlement to attend and vote at the AGM and the H Share Class Meeting or any adjournment or postponement thereof (as the case may be), the H Share register of members of the Company will be closed from Friday, 23 May 2025 to Wednesday, 28 May 2025, both days inclusive. The H Shareholders whose names appear on the H Share register of members of the Company on Friday, 23 May 2025 are entitled to attend and vote at the AGM and the H Share Class Meeting. In order to attend and vote at the AGM and 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 Thursday, 22 May 2025.

(2) To qualify for the 2024 Final Dividend

For the purpose of determining the H Shareholders’ entitlement to the proposed 2024 Final Dividend, the Register of Members will be closed from Tuesday, 3 June 2025 to Sunday, 8 June 2025 (both days inclusive), during which period no transfer of H Shares of the Company will be registered. The H Shareholders whose names appear on the Register of Members on Tuesday, 3 June 2025 are entitled to receive the 2024 Final Dividend. In order to qualify for the 2024 Final Dividend, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Computershare, the H Share registrar of the Company, 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 Monday, 2 June 2025.

1. The Shareholders or their proxies attending the AGM shall produce their identity documents. If the attending 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 resolution of the Board or other decision-making authority in order to attend the AGM.

2. As at the date hereof, the Directors are Mr. WAN Min (Chairman), Mr. TAO Weidong¹, Mr. ZHU Tao¹, Mr. YU De², Prof. MA Si-hang Frederick², Mr. SHEN Dou² and Ms. HAI Chi-yuet².

¹ Executive Director
² Non-executive Director
³ Independent Non-executive Director

• For identification purpose only