Dida Inc. — AGM Information 2015

Apr 30, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult appropriate independent advisers.

If you have sold or transferred all your shares in China Shipping Development Company Limited, you should at once hand this circular and the enclosed proxy form to the purchaser or to the bank, stockbroker or other agent through whom the sale was affected for transmission to the purchaser.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities.

Hong Kong Exchange 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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CHINA SHIPPING DEVELOPMENT COMPANY LIMITED 中海發展股份有限公司

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1138)

ELECTION OF DIRECTORS AND SUPERVISORS AND NOTICE OF ANNUAL GENERAL MEETING

A letter from the Board is set out on pages 4 to 8 of this circular.

A notice convening the annual general meeting of the Company to be held at 2:00 p.m. on Thursday, 18 June 2015 at 3rd Floor, Parkview Hotel, 555 Dingxiang Road, Pudong New Area, Shanghai, the People’s Republic of China is set out on pages N-1 to N-5 of this circular. Whether or not you are able to attend the above meeting, please complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as practicable and in any event by not less than 24 hours before the time appointed for the holding of the meeting or any adjournment thereof (i) in case of holders of H Shares, to the Company’s Hong Kong branch share registrar, Hong Kong Registrars Limited at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, (ii) in case of holders of A shares, to the Office of the Secretary to the Board of Directors of the Company at 7th Floor, 670 Dong Da Ming Road, Shanghai, the People’s Republic of China. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or at any adjourned meetings should you so wish.

30 April 2015

CONTENT

Pages	Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I — Biographies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	N-1

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DEFINITIONS

• “A Shares” ordinary shares of RMB1.00 each in the share capital of the Company which are listed on the Shanghai Stock Exchange and traded in RMB

• “A Shareholder(s)” holder(s) of A Shares “AGM” the annual general meeting of the Company to be held at 2:00 p.m. on Thursday, 18 June 2015 at 3rd Floor, Parkview Hotel, 555 Dingxiang Road, Pudong New Area, Shanghai, the People’s Republic of China

• “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 Shipping Development Company Limited (中海發展股 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 Hong Kong Stock Exchange

• “Director(s)” the director(s) of the Company “Group” the Company and its subsidiaries “H Shares” overseas listed foreign shares of RMB1.00 each in the share capital of the Company which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars

• “H Shareholder(s)” holder(s) of H Shares “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Latest Practicable Date” 28 April 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

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	DEFINITIONS
“Listing Rules”	The Rules Governing the Listing of Securities on the Hong
	Kong Stock Exchange
“PRC”	the People’s Republic of China
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share(s)”	A Shares and/or H Shares
“Shareholders”	holders of A Shares and/or H Shares
“Supervisors”	supervisors of the Company
“Supervisory Committee”	supervisory committee of the Company

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EXPECTED TIMETABLE

Date of despatch of this circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 30 April 2015 Last day for returning the reply slips for the AGM . . . . . . . . . . . . . . . . . . . . Friday, 29 May 2015 Latest time for lodging proxy forms for the AGM . . . . . . . . . 2:00 p.m., Wednesday, 17 June 2015 Time and date of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:00 p.m., Thursday, 18 June 2015

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LETTER FROM THE BOARD

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CHINA SHIPPING DEVELOPMENT COMPANY LIMITED 中海發展股份有限公司

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

(Stock Code: 1138)

Executive Directors: Xu Lirong (Chairman) Zhang Guofa (Vice Chairman) Su Min Huang Xiaowen Ding Nong Liu Xihan Yu Zenggang Han Jun Qiu Guoxuan

Registered Office: Room A-1015 No. 188 Ye Sheng Road China (Shanghai) Free Trade Port Area

Principal place of business in Hong Kong : 20/F., Alexandra House 18 Chater Road Central, Hong Kong

Independent Non-Executive Directors : Zhang Jun Wang Wusheng Ruan Yongping Ip Sing Chi Wang Guoliang

30 April 2015

To the Shareholders

Dear Sir/Madam,

ELECTION OF DIRECTORS AND SUPERVISORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

In accordance with the Articles of Association, the tenure of office of the seventh term of the Board and the Supervisory Committee will expire in June 2015. It was proposed by the Board that the election and re-election of the members of the eighth term of the Board and the Supervisory Committee (other than employee representative Supervisors) be subject to Shareholders’ approval at the AGM.

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LETTER FROM THE BOARD

This circular is to provide information on the election and re-election of Directors and Supervisors forming the eighth term of the Board and the Supervisory Committee of the Company, and to give notice to the Shareholders on the AGM.

I. ELECTION OF BOARD OF DIRECTORS

In accordance with the Articles of Association, the tenure of office of the seventh term of Board of the Company will expire on 19 June 2015 (or the date of the AGM, whichever is earlier). As prescribed by the Articles of Association, the appointment of Directors is subject to Shareholders’ approval by way of ordinary resolutions at the AGM and their appointments shall commence on the date of the AGM after the Shareholders’ approval. The term of the appointments is three years (other than Mr. Wang Washeng, whose term of appointment shall expire on 16 January 2018). The Directors who will be offering themselves for re-election for the eighth term Board at the AGM are as follows:

Mr.	Xu Lirong	Executive Director
Mr.	Zhang Guofa	Executive Director
Ms.	Su Min	Executive Director
Mr.	Huang Xiaowen	Executive Director
Mr.	Ding Nong	Executive Director
Mr.	Yu Zenggang	Executive Director
Mr.	Han Jun	Executive Director
Mr.	Qiu Guoxuan	Executive Director
Mr.	Wang Wusheng	Independent Non-executive Director
Mr.	Ruan Yongping	Independent Non-executive Director
Mr.	Ip Sing Chi	Independent Non-executive Director

The Board proposed to appoint Mr. Rui Meng as an independent non-executive Director subject to Shareholders’ approval at the AGM. Mr. Rui Meng’s appointment will take effect immediately after obtaining the Shareholders’ approval at the AGM.

Details of each of the above candidate Directors are set out in appendix I to this circular.

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LETTER FROM THE BOARD

II. ELECTION OF THE MEMBERS OF THE SUPERVISORY COMMITTEE

According to the Articles of Association, the tenure of the office of the seventh term of the Supervisory Committee is three years and will expire on 19 June 2015 (or the date of the AGM, whichever is earlier).

As prescribed by the Articles of Association, the appointment of the Supervisors (other than employee representatives) is subject to Shareholders’ approval by way of ordinary resolutions at the AGM and their appointments shall commence on the date of the AGM after the Shareholders’ approval. The term of the appointments is three years. The Supervisors (other than employee representatives) who will be offering themselves for re-election as Supervisors of the eighth term of the Supervisory Committee of the Company at the AGM are as follows:

Mr. Xu Wenrong Mr. Chen Jihong

Details of each of the above candidate Supervisors are set out in appendix I to this circular.

The Supervisory Committee currently comprises four members, of which Ms. Chen Xiuling and Mr. Luo Yuming are employee representatives of the Company. In accordance with the relevant provisions of the Company Law of the PRC and the Articles of Association, the employee representative Supervisors are required to be elected or removed by the staff of the Company. On 28 April 2015, a written resolution was duly passed by the trade union of the Company pursuant to which the re-appointment of Ms. Chen Xiuling and Mr. Luo Yuming as employee representative Supervisors for the eighth term of Supervisory Committee of the Company was approved. For further information on Ms. Chen Xiuling and Mr. Luo Yuming, please refer to appendix I to this circular.

III. CLOSURE OF REGISTER OF MEMBERS

The H Share register of the Company will be closed from Tuesday, 19 May 2015, to Thursday, 18 June 2015 (both days inclusive), during which no transfer of H Shares will be effected. Any holders of H Shares of the Company, whose names appear on the Company’s register of members at the close of business on Thursday, 18 June 2015 are entitled to attend and vote at the AGM after completing the registration procedures for attending the meeting. For the holders of H Shares, in order to be entitled to attend and vote at the AGM, their share transfer documents must be lodged with the Company’s H share registrar not later than 4:30 p.m. on Monday, 18 May 2015.

To ascertain Shareholders’ entitlement to the proposed final dividend, the H share register of members of the Company will be closed from Friday, 26 June 2015 to Thursday, 2 July 2015, both days inclusive, during which period no transfer of H shares will be effected and registered. Shareholders whose names appear on the Company’s H share register of members on Thursday, 2 July 2015 will be qualified for the proposed final dividend. In order to qualify for the proposed final dividend, Shareholders must lodge all duly completed transfer forms accompanied by the relevant share certificates with the Company’s H share registrar not later than 4:30 p.m. on Thursday, 25 June 2015. The proposed final dividend (the payment of which is subject to the Shareholders’ approval at the AGM) is to be payable on or before Monday, 20 July 2015 to Shareholders whose names appear on the H share register of members of the Company on Thursday, 2 July 2015.

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LETTER FROM THE BOARD

The address of the share registrar (for share transfer) for the Company’s H Shares is as follows:

Hong Kong Registrars Limited Shops 1712-1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

Holders of H Shares, who intend to attend the AGM, must complete the reply slips for attending the AGM and return them to the Office of the Secretary to the Board of Directors of the Company not later than 20 days before the date of the AGM, i.e. no later than Friday, 29 May 2015.

Details of the Office of the Secretary to the Board of Directors of the Company are as follows:

7th Floor, 670 Dong Da Ming Road, Shanghai, The People’s Republic of China Postal Code: 200080 Tel: 86(21) 6596 6666 Fax: 86(21) 6596 6160

IV. AGM

It is proposed that resolutions for, amongst other things, the approval of the election and re-election of the members of the eighth term of the Board and the Supervisory Committee (other than employee representative Supervisors) be put to the Shareholders for their consideration at the AGM. The AGM will be held at 2:00 p.m. on Thursday, 18 June 2015 at 3rd Floor, Parkview Hotel, 555 Dingxiang Road, Pudong New Area, Shanghai, the People’s Republic of China. A notice of the AGM is set out on pages N-1 to N-5 of this circular.

A proxy form for use at the AGM is enclosed. Whether or not you intend to attend the AGM, you are requested to complete and return the enclosed proxy form (for use at the AGM) in accordance with the instructions printed thereon as soon as possible to the Company’s Hong Kong H share registrar and transfer office, Hong Kong Registrars Limited at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in case of holders of H Shares) or the Office of the Secretary to the Board of Directors of the Company at 7th Floor, 670 Dong Da Ming Road, Shanghai, the PRC (in case of holders of A Shares) but in any event not less than 24 hours before the time appointed for the holding of the AGM (or any adjournment thereof). Completion and return of the said proxy form will not preclude you from attending and voting in person at the AGM or at any adjourned meeting should you so wish.

A reply slip in relation to attendance of the AGM is enclosed. If you are eligible and intend to attend the AGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon on or before Friday, 29 May 2015.

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LETTER FROM THE BOARD

V. RECOMMENDATION

The Directors consider that the resolutions to approve (amongst other things) the election and re-election of the members of the eighth term Board and Supervisory Committee (other than employee representative Supervisors) are in the interests of the Company and the Shareholders as a whole, and recommend the Shareholders to approve all resolutions proposed at the AGM.

Yours faithfully, China Shipping Development Company Limited Xu Lirong Chairman

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BIOGRAPHIES

APPENDIX I

A. DIRECTORS

The following are the particulars of the Directors proposed to be elected or re-elected at the AGM.

Executive Directors

Mr. Xu Lirong

Mr. Xu Lirong (“Mr. Xu”), born in July 1957 and aged 57, is a senior engineer. He is currently the chairman and an executive Director of the Company, the chairman of the strategy committee of the Company (“Strategy Committee”), and the chairman and secretary of the Party Committee of China Shipping (Group) Company. Mr. Xu had been the marine captain of COSCO Shanghai Company, the general manager of COSCO Shanghai International Freight Forwarding Company, the deputy general manager of COSCO Shanghai Company, the president of the Shanghai Shipping Exchange, the general manager of COSCO Container Lines Company Limited, the executive vice president, a member of the Party Committee and the chairman of the Labor Union of China Ocean Shipping (Group) Company from 2007 to 2011, and the chairman and a non-executive director of COSCO Pacific Limited, a company listed on the main board of the Hong Kong Stock Exchange (stock code 1199) from October 2010 to February 2012. He was a director, executive president and a member of the Party Committee of China Shipping (Group) Company from August 2011 to November 2013, and he was an executive director and vice chairman of China Shipping Container Lines Co., Ltd. (the A shares and H Shares of which are listed on the Shanghai Stock Exchange (stock code 601866) and the main board of the Hong Kong Stock Exchange (stock code 2866) respectively) (“CSCL”) from November 2011 to December 2013. Mr. Xu joined the Company in January 2012 as an executive Director and was elected as the chairman of the Company in December 2013. Mr. Xu has over 30 years of experience in ocean shipping business management and extensive experience in corporate management. Mr. Xu obtained his Master of Business Administration degree from the Shanghai Maritime University and the Maastricht School of Management in the Netherlands.

In accordance with the Articles of Association, Mr. Xu’s appointment will be for 3 years with effect from 18 June 2015 subject to Shareholders’ approval. Mr. Xu will enter into a service contract with the Company for a period of 3 years. Save as disclosed above, Mr. Xu did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares of the Company within the meaning of Part XV of the SFO. During the proposed term of employment, Mr. Xu will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Mr. Xu’s proposed re-election as an executive Director that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to Mr. Xu’s proposed re-election as an executive Director.

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BIOGRAPHIES

APPENDIX I

(2) Mr. Zhang Guofa

Mr. Zhang Guofa (“Mr. Zhang”), born in October 1956 and aged 58, is a Doctor of economics at Wuhan University. He is currently an executive Director and vice chairman of the Company, a member of each of the Strategy Committee and Nomination Committee respectively, a director and the general manager of China Shipping (Group) Company and an executive director and the chairman of CSCL. Mr. Zhang was the deputy chief and chief of Transportation Regulation Department of Ministry of Communications since 1991, the deputy director of General Office and the director of International Shipping Management Division of the Water Transportation Department of Ministry of Communications since 1996, and the assistant of director-general and the deputy director-general of the Water Transportation Department of Ministry of Communications since 2000. Mr. Zhang joined China Shipping (Group) Company as the vice president in November 2004 and joined the Company in May 2006 as an executive Director and was elected as the vice chairman of the Company in June 2012.

In accordance with the Articles of Association, Mr. Zhang’s appointment will be for 3 years with effect from 18 June 2015 subject to the Shareholders’ approval. Mr. Zhang will enter into a service contract with the Company for a period of 3 yeras. Save as disclosed above, Mr. Zhang did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares of the Company within the meaning of Part XV of the SFO. During the proposed term of employment, Mr. Zhang will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Mr. Zhang’s proposed re-election as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to Mr. Zhang’s proposed re-election as an executive Director.

(3) Ms. Su Min

Ms. Su Min (“Ms. Su”), born in February 1968 and aged 47, has a master’s degree and is a senior accountant. She is currently an executive Director and a member of the Strategy Committee of the Company, the chief accountant and a Party Committee member of China Shipping (Group) Company, a non-executive director of CSCL and a non-executive director of China Merchants Bank Co., Ltd. (the A shares and H Shares of which are listed on the Shanghai Stock Exchange (stock code: 600036) and the main board of the Hong Kong Stock Exchange (stock code: 3968) respectively). She held the posts of Assistant to the Director — General of the Finance Bureau of the Xishi District of Hefei City, staff member of the Finance Division, section chief of the Office Finance Section, deputy director of the Internal Services Centre, office deputy director, deputy director of the Administration and Finance Division of Anhui Provincial Economic and Trade Commission, Deputy Director — General of the Intellectual Property Bureau of Anhui Provincial State-owned Assets Supervision and Administration Commission (“SASAC”), chief accountant of Anhui Province Energy Group Co., Ltd. and chairman and general manager of Anhui Hefei Wanneng Small Loan Company. Ms. Su joined the Company as an executive Director in May 2013.

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APPENDIX I

BIOGRAPHIES

In accordance with the Articles of Association, Ms. Su’s appointment will be for 3 years with effect from 18 June 2015 subject to Shareholders’ approval. Ms. Su will enter into a service contract with the Company for a period of 3 years. Save as disclosed above, Ms. Su did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. She is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, she is not interested in any Shares of the Company within the meaning of Part XV of the SFO. During the proposed term of employment, Ms. Su will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Ms. Su’s proposed re-election as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to Ms. Su’s proposed re-election an executive Director.

(4) Mr. Huang Xiaowen

Mr. Huang Xiaowen (“Mr. Huang”), born in May 1962 and aged 52, is a senior engineer. Mr. Huang is currently an executive Director and a member of the Strategy Committee of the Company, the deputy general manager and a member of the Party Committee of China Shipping (Group) Company and the vice chairman and executive director of CSCL and also the chairman of China Shipping Haisheng Co.,Ltd. (being a company listed on the Shanghai Stock Exchange with stock code 600896). Mr. Huang held the posts of the section chief of the Container Shipping Section of Guangzhou Ocean Shipping Company Limited, deputy general manager and general manager of Container Transportation Department of China Ocean Shipping (Group) Company, and the deputy general manager, Managing Director and the vice Party Secretary of CSCL. Mr. Huang graduated from Qingdao Ocean Shipping Mariners College with major in Vessel Piloting in 1981, graduated from China Europe International Business School in September 2010 and obtained an EMBA Degree. Mr. Huang joined the Company as an executive Director in May 2013.

In accordance with the Articles of Association, Mr. Huang’s appointment will be for 3 years with effect from 18 June 2015 subject to Shareholders’ approval. Mr. Huang will enter into a service contract with the Company for a period of 3 years. Save as disclosed above, Mr. Huang did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares of the Company within the meaning of Part XV of the SFO. During the proposed term of employment, he will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Mr. Huang’s proposed re-election as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to Mr. Huang’s proposed re-election as an executive Director.

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BIOGRAPHIES

APPENDIX I

(5) Mr. Ding Nong

Mr. Ding Nong (“Mr. Ding”), born in May 1961 and aged 53, has a master degree and is now an executive Director and a member of the Strategy Committee of the Company, the deputy general manager of China Shipping (Group) Company and a non-executive director of CSCL. Mr. Ding obtained his bachelor degree from Shanghai Maritime University with a professional qualification in marine engineering in 1982 and obtained his master degree from Shanghai Maritime University with a professional qualification in transportation planning and administration in 2003. Mr. Ding started his career in 1982 and was a ship chief engineer of Guangzhou Bureau of Maritime Transportation Administration (“BOMTA”), the deputy general manager of the technical department of Taihua Oil Shipping Company of Guangzhou BOMTA, the assistant to the general manager and the deputy general manager of Guangzhou Shipping (Group) Company, the deputy general manager of the Bulk Carrier Branch of the Company, the general manager of China Shipping and Sinopec Suppliers Co., Ltd., the assistant to the president of China Shipping (Group) Company and the general manager of China Shipping International Ship Management Co., Ltd. Mr. Ding joined the Company as an executive Director in December 2012.

In accordance with the Articles of Association, Mr. Ding’s appointment will be for 3 years with effect from 18 June 2015 subject to Shareholders’ approval. Mr. Ding will enter into a service contract with the Company for a period of 3 years. Save as disclosed above, Mr. Ding did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares of the Company within the meaning of Part XV of the SFO. During the proposed term of employment, Mr. Ding will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Mr. Ding’s proposed re-election as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to Mr. Ding’s proposed re-election as an executive Director.

(6) Mr. Yu Zenggang

Mr. Yu Zenggang (“Mr. Yu”), born in December 1963 and aged 51, is an MBA holder and a senior engineer. Mr. Yu is now an executive Director and a member of the Strategy Committee of the Company, the deputy general manager of China Shipping (Group) Company, a non-executive director of CSCL and a director of China Shipping Haisheng Co., Ltd. Mr. Yu has served successively as staff member of the technical department of Shanghai Shipping Bureau, the chief representative of the Japan Representative Office of Shanghai Shipping Bureau, director and general manager of Shanghai Haixing Shipping (Japan) Co., Ltd., deputy general manager and general manager of the Development Division of China Shipping (Group) Company, vice president of China Shipping (North America) Holding Co., Ltd., general manager of China Shipping (North America) Agency Co, Inc., president of China Shipping (Europe) Holding GmbH, general manager of the President Office of China Shipping (Group) Company, director of Board Office and director of General Manager Office of China

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BIOGRAPHIES

APPENDIX I

Shipping (Group) Company. Mr. Yu served as secretary of the board, director of the Office of the Board of Directors, director of General Office of China Shipping (Group) Company since June 2012, and he served as vice general manager, party committee member and secretary of the board of China Shipping (Group) Company since March 2014. Mr. Yu joined the Company as an executive Director in June 2014.

In accordance with the Articles of Association, Mr. Yu’s appointment will be for 3 years with effect from 18 June 2015 subject to Shareholders’ approval. Mr. Yu will enter into a service contract with the Company for a period of 3 years. Save as disclosed above, Mr. Yu did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares of the Company within the meaning of Part XV of the SFO. During the proposed term of employment, he will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Mr. Yu’s proposed re-election as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Yu as an executive Director.

(7) Mr. Han Jun

Mr. Han Jun (“Mr. Han”), born in March 1965 and aged 50, has a university education background and has a MBA degree and is also an engineer. He is currently an executive Director, a member of the Strategy Committee and the general manager of the Company. Mr. Han began his career in July 1987. He was formerly a ship’s chief officer of Dalian Shipping (Group) Company, and the general manager of Hainan Hailian Shipping Company Limited. He was the general manager of the Development Department of China Shipping (Group) Company (the controlling shareholder of the Company) when China Shipping (Group) Company was established in July 1997. He was also the vice president of China Shipping (H.K.) Holdings Co., Ltd. and the general manager and vice chairman of Universal Shipping Co. Ltd. He was the president of China Shipping (H.K.) Holdings Co., Ltd. from March 2007 to February 2013. Mr. Han joined the Company as the general manager in March 2013 and as an executive Director in May 2013.

In accordance with the Articles of Association, Mr. Han’s appointment will be for 3 years with effect from 18 June 2015 subject to Shareholders’ approval. Mr. Han will enter into a service contract with the Company for a period of 3 years. Mr. Han did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares of the Company within the meaning of Part XV of the SFO. During the proposed term of employment, he will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Mr. Han’s proposed re-election as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Han as an executive Director.

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BIOGRAPHIES

APPENDIX I

(8) Mr. Qiu Guoxuan

Mr. Qiu Guoxuan (“Mr. Qiu”), born in August 1957 and aged 57, is an MBA and is a senior engineer. He is currently the deputy general manager, an executive Director and a member of the Strategy Committee. Mr. Qiu joined Guangzhou BOMTA in 1974 as a ship pilot and later as a captain. Mr. Qiu was also a deputy chief of Sailing Department, a deputy chief of the Dispatching Centre, a deputy chief and the chief of Shipping Department of China Shipping Development Co., Ltd. Tramp Co. and an assistant to the general manager of China Shipping Development Co., Ltd. Tramp Co. Since January 2002, Mr. Qiu has been the deputy general manager of China Shipping Development Co., Ltd. Tramp Co. until March 2009. Since March 2009, Mr. Qiu has been the deputy general manager of the Company and the general manager of China Shipping Development Co., Ltd. Tramp Co., and has been an executive Director since May 2009.

In accordance with the Articles of Association, Mr. Qiu’s appointment will be for 3 years with effect from 18 June 2015 subject to Shareholders’ approval. Mr. Qiu will enter into a service contract with the Company for a period of 3 years. Mr. Qiu did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares of the Company within the meaning of Part XV of the SFO. During the proposed term of employment, he will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Mr. Qiu’s proposed re-election as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Qiu as an executive Director.

Independent Non-executive Directors

(9) Mr. Wang Wusheng

Mr. Wang Wusheng (“Mr. Wang”), born in March 1951 and aged 64, is currently an independent non-executive Director, the chairman of the Company’s Nomination Committee, a member of each of the Remuneration and Appraisal Committee and Audit Committee. He is also a lawyer and a senior partner of Jin Mao P.R.C. Lawyers. Mr. Wang had been a law consultant of Legal Affairs Center of Transportation of the Ministry of Transport of the PRC. Mr. Wang joined the Company as an independent non-executive Director in January 2012.

In accordance with the Articles of Association, Mr. Wang’s appointment will be for for a term up to 16 January 2018 with effect from 18 June 2015 subject to Shareholders’ approval. Mr. Wang did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares of the Company within the meaning of Part XV of the SFO.

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APPENDIX I

BIOGRAPHIES

Mr. Wang will enter into a service contract with the Company for a period commencing from the date of his appointment until 16 January 2018. During the proposed term of employment he will be entitled to a director ’s fee of RMB150,000 per year as provided in the service contract and will not be entitled to any other remunerations or bonuses as a Director. This annual remuneration is determined by the mutual agreement of the parties and by reference to the prevailing market rate and both the Company and Mr. Wang consider such remuneration to be reasonable. Save as disclosed herein, there is no other information relating to Mr. Wang’s proposed re-election as an independent non-executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Wang as an independent non-executive Director.

(10) Mr. Ruan Yongping

Mr. Ruan Yongping (“Mr. Ruan”), born in September 1973 and aged 41, is a Doctor of Accountancy, a professor of accounting and a doctoral tutor. He is currently an independent non-executive Director of the Company, the chairman of the Company’s Audit Committee, a member of each of the Nomination Committee and Remuneration and Appraisal Committee, the head of the Faculty of Accounting at East China University of Science and Technology, a member of The Chinese Institute of Certified Public Accountants, and a director of the Chinese Institute of Finance and Cost Research. From 1995 to 1998, Mr. Ruan studied in Jinan University, majoring in finance, and obtained a master degree in economics. Mr. Ruan worked in the securities headquarters of Guangdong Overseas Chinese Trust and Investment Company from 1998 to 2001 as a member of its management in the securities issue, research and development and sales departments, and was also the responsible person of its branch. Mr. Ruan studied in the School of Management, Shanghai Jiao Tong University from 2001 to 2005 majoring in corporate management (specialized in corporate finance), and graduated with the doctorate degree in management. Since 2005 up to the present, Mr. Ruan has been engaged in teaching and scientific research in the Faculty of Accounting of Business School at East China University of Science and Technology, and worked as the head of the Faculty of Accounting, a professor and the financial accreditation expert of the National Innovation Fund. Mr. Ruan is currently an independent director of each of Shanghai CIMIC Holdings Co., Ltd., Guangzhou Zhiguang Electric Co., Ltd. and Shanghai Yaoji Playing Card Co., Ltd. (all being companies listed on the Shenzhen Stock Exchange with stock codes 002162, 002169 and 002605 respectively). and was a independent director of and C&S Paper Co., Ltd. (being a company listed on the Shenzhen Stock Exchange with stock code 002511) from December 2008 to January 2015. Mr. Ruan joined the Company as an independent non-executive Director in March 2014.

In accordance with the Articles of Association, Mr. Ruan’s appointment will be for 3 years with effect from 18 June 2015 subject to Shareholders’ approval. Save as disclosed above, Mr. Ruan did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares of the Company within the meaning of Part XV of the SFO. Mr. Ruan will enter into a service contract with the Company for a period of 3 years. During the

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BIOGRAPHIES

APPENDIX I

proposed term of employment he will be entitled to a director ’s fee of RMB150,000 per year as provided in the service contract and will not be entitled to any other remunerations or bonuses as a Director. This annual remuneration is determined by the mutual agreement of the parties and by reference to the prevailing market rate and both the Company and Mr. Ruan consider such remuneration to be reasonable. Save as disclosed herein, there is no other information relating to Mr. Ruan’s proposed re-election as an independent non-executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Ruan as an independent non-executive Director.

(11) Mr. Ip Sing Chi

Mr. Ip Sing Chi (“Mr. Ip”), born in August 1953, aged 61, is currently an independent non-executive Director of the Company, the chairman of the Company’s Remuneration and Appraisal Committee and a member of the Strategy Committee of the Company, the Group Managing Director of Hutchison Port Holdings Limited and the chairman of Yantian International Container Terminals Co., Ltd.. He is also an executive director of Hutchison Port Holdings Management Pte. Limited (the Trustee-Manager of Hutchison Port Holdings Trust, listed in Singapore, stock code NS8U), an outside director of Hyundai Merchant Marine Co., Ltd. (listed in Korea, stock code 11200), an independent non-executive director of COSCO Pacific Limited (listed in Hong Kong, stock code 1199) and a non-independent non-executive director of Westports Holdings Berhad (listed in Malaysia, stock code 5246). Mr. Ip was the founding chairman (in 2000-2001) of the Hong Kong Container Terminal Operators Association Limited. Mr. Ip was a non-executive director of Tradelink Electronic Commerce Limited (listed in Hong Kong, stock code 536). Mr. Ip has over 30 years of experience in the maritime industry, and holds a Bachelor of Arts degree. Mr. Ip joined the Company as an independent non-executive Director in June 2014.

In accordance with the Articles of Association, Mr. Ip’s appointment will be for 3 years with effect from 18 June 2015 subject to Shareholders’ approval. Save as disclosed above, Mr. Ip did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares of the Company within the meaning of Part XV of the SFO. Mr. Ip will enter into a service contract with the Company for a period of 3 years. During the proposed term of employment he will be entitled to a director ’s fee of RMB300,000 per year as provided in the service contract and will not be entitled to any other remunerations or bonuses as a Director. This annual remuneration is determined by the mutual agreement of the parties and by reference to the prevailing market rate and both the Company and Mr. Ip consider such remuneration to be reasonable. Save as disclosed herein, there is no other information relating to Mr. Ip’s proposed re-election as an independent non-executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Ip as an independent non-executive Director.

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BIOGRAPHIES

APPENDIX I

(12) Mr. Rui Meng

Mr. Rui Meng (“Mr. Rui”), born in November 1967 and aged 47, is a Ph.D. of Finance and a Professor of Finance and Accounting in China Europe International Business School (“CEIBS”). Dr. Rui obtained his Bachelor’s Degree in International Economics from University of International Relations in Beijing in 1990, obtained his Master’s Degree in Economics from Oklahoma State University in U.S.A. in 1993 and obtained his Master’s Degree in Business Administration and his Ph.D’s Degree in Finance from University of Houston in 1995 and 1997 respectively. Dr. Rui is now a Professor of Finance and Accounting in CEIBS and his teaching and research areas are mainly concentrated in terms of finance. Dr. Rui has published more than 60 articles in the international famous journals and is a member of think-tankers for many prominent media. Dr. Rui Meng is a Chartered Financial Analyst (CFA) and a Financial Risk Manager (FRM). Before joining CEIBS, Dr Rui Meng worked in finance and accounting departments at the Chinese University of Hong Kong and the Hong Kong Polytechnic University and was a tenured professor of the Chinese University of Hong Kong. He served as the deputy director of the China Accounting and Finance Center of the Hong Kong Polytechnic University, a senior researcher of Economic and Financial Research Center of the Chinese University of Hong Kong, the deputy director of Corporate Governance Research Center of the Chinese University of Hong Kong, director of the master of accounting (MACC) program at the Chinese University of Hong Kong and director of the program of Executive Master of Accounting (EMPACC). Dr. Rui Meng has won many prizes in teaching and research areas, such as won outstanding teaching award of the Chinese University of Hong Kong from 2004 to 2009 for six consecutive years and won outstanding research award of CEBIS in 2013. Dr. Rui Meng was a member of examination committee of The Stock Exchange of Hong Kong Limited. He is a member of American Finance Association, International Financial Management Association, the American Accounting Association, and The Hong Kong Securities and Investment Institute. He is also a member of Advisory Committee of the Association of Hong Kong Business Valuation, a senior financial expert of the Shanghai Stock Exchange, a visiting scholar of Hong Kong Financial Research Centre and the Asian Development Bank, and the deputy chairman of the Hong Kong Association of Financial Engineers.

In accordance with the Articles of Association, Mr. Rui’s appointment will be for 3 years with effect from 18 June 2015 subject to Shareholders’ approval. Mr. Rui did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares of the Company within the meaning of Part XV of the SFO. Mr. Rui will enter into a service contract with the Company for a period of 3 years. During the proposed term of employment he will be entitled to a director’s fee of RMB300,000 per year as provided in the service contract and will not be entitled to any other remunerations or bonuses as a Director. This annual remuneration is determined by the mutual agreement of the parties and by reference to the prevailing market rate and both the Company and Mr. Rui consider such remuneration to be reasonable. Save as disclosed herein, there is no other information relating to Mr. Rui’s proposed appointment as an independent non-executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed appointment of Mr. Rui as an independent non-executive Director.

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BIOGRAPHIES

APPENDIX I

B. SUPERVISORS — NON EMPLOYEE REPRESENTATIVES

The following are the particulars of the Supervisors proposed to be re-elected at the AGM:

(1) Mr. Xu Wenrong

Mr. Xu Wenrong (“Mr. Xu”), born in June 1961 and aged 53, is a professor-level senior engineer. Mr. Xu graduated from East China Petroleum Institute with a Bachelor degree. He is now the chairman of Supervisory Committee of the Company and a deputy general manager, a member of the Party Committee and Chief of Discipline & Inspection of China Shipping (Group) Company and the chairman of the supervisory committee of CSCL. Mr. Xu was appointed as deputy general Director of Petroleum Geophysical Exploration Bureau of China National Petroleum Corporation (“CNPC”) in November 1997, and then general Director and Deputy Party Secretary of Petroleum Geophysical Exploration Bureau of CNPC in December 1999. He was appointed the vice chairman, the general manager and Deputy Party Secretary of Bureau of Geophysical Prospecting of CNPC in December 2002. Mr. Xu was appointed Assistant General Manager of CNPC in January 2004, and at the same time, he was the director of R&D department of CNPC and the chairman of CNPC Services & Engineering Co., Ltd. Mr. Xu was appointed the Chief of Discipline & Inspection of China Shipping (Group) Company in June 2011. Mr. Xu joined the Company as a Supervisor in June 2012.

In accordance with the Articles of Association, Mr. Xu’s appointment will be for 3 years with effect from 18 June 2015 subject to Shareholders’ approval. Mr. Xu did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares of the Company within the meaning of Part XV of the SFO. Mr. Xu will enter into a service contract with the Company for a period of 3 years. During the proposed term of employment, Mr. Xu will not be entitled to any remuneration nor bonus payments as a Supervisor. Save as disclosed herein, there is no other information relating to Mr. Xu’s proposed election as a Supervisor to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Xu as a Supervisor.

(2) Mr. Chen Jihong

Mr. Chen Jihong (“Mr. Chen”), born in May 1957 and aged 57, has a university education background and has a MBA degree. He is currently a Supervisor of the Company, the general manager of the Shanghai Shipping (Group) Company Limited and a non-executive director of CSCL. Mr. Chen began his career in March 1975. He was formerly the Secretary of the Communist Party of China (“CPC”) and Secretary of the Discipline Inspection Commission of Shanghai Ocean Ship Repair Factory, the vice director and director of Department of Organization of China Shipping (Group) Company (the controlling shareholder of the Company), the vice Mayor of Fang Cheng Gang City of Guangxi Autonomous Region (temporary post). From January 2006 to February 2013, he was the Secretary of the CPC and vice general manager of Tanker Branch of the Company. Mr. Chen was appointed as a Supervisor of the Company in May 2013.

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BIOGRAPHIES

APPENDIX I

In accordance with the Articles of Association, Mr. Chen’s appointment will be for 3 years with effect from 18 June 2015 subject to Shareholders’ approval. Save as disclosed above, Mr. Chen did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares of the Company within the meaning of Part XV of the SFO. Mr. Chen will enter into a service contract with the Company for a period of 3 years. During the proposed term of employment, Mr. Chen will not be entitled to any remuneration nor bonus payments as a Supervisor. Save as disclosed herein, there is no other information relating to Mr. Chen’s proposed election as a Supervisor to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed election of Mr. Chen as a Supervisor.

C. SUPERVISORS — EMPLOYEE REPRESENTATIVES

The following are the particulars of Ms. Chen Xiuling and Mr. Luo Yuming:

(1) Ms. Chen Xiuling

Ms. Chen Xiuling (“Ms. Chen”), born in May 1965 and aged 49, has a master degree. She is currently a Supervisor of the Company as a representative of employees and the general manager of business department in China Shipping Bulk Carrier Co. Ltd. Ms. Chen graduated from Wuhan University of Technology in May 1990 majoring in transportation management. She was formerly an office clerk of the transportation department, then a director and assistant head of the container transportation department in Guangzhou BOMTA Southern Company. In 1998, she joined the Company and served as a deputy chief of business department, a section chief of shipping department and served as a part-time director of operation department, the section chief of business department in China Shipping Development Co., Ltd Tramp Co. She has served as a Supervisor of the Company as a representative of staff since May 2006.

In accordance with the Articles of Association, Ms. Chen’s appointment will be for 3 years with effect from 18 June 2015. Ms. Chen did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. She is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, she is not interested in any Shares of the Company within the meaning of Part XV of the SFO. During the term of employment, Ms. Chen will not be entitled to any remuneration nor bonus payments as a Supervisor. Save as disclosed herein, there is no other information relating to the appointment of Ms. Chen as a Supervisor to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the appointment of Ms. Chen as a Supervisor.

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BIOGRAPHIES

APPENDIX I

(2) Mr. Luo Yuming

Mr. Luo Yuming (“Mr. Luo”), born in December, 1967 and aged 47, is a senior engineer. He is currently a Supervisor of the Company as a representative of employees, deputy general manager of China Shipping Tanker Company Limited. Mr. Luo graduated from the Dalian Maritime University majoring in vessel driving. He joined the Company in August 1989 and was captain of oil tankers, head of maritime section, assistant to general manager and deputy general manager of China Shipping Development Company Limited Tanker Company — (Guangzhou Branch). He was appointed the director of the vessel administration department of China Shipping Development Co., Ltd. Tanker Company in September 2005 and the general manager of the shipping department in January 2007. Mr. Luo has served as a Supervisor of the Company as a representative of employees since October 2007.

In accordance with the Articles of Association, Mr. Luo’s appointment will be for 3 years with effect from 18 June 2015. Mr. Luo did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any Director, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he is not interested in any Shares of the Company within the meaning of Part XV of the SFO. During the term of employment, Mr. Luo will not be entitled to any remuneration nor bonus payments as a Supervisor. Save as disclosed herein, there is no other information relating to the appointment of Mr. Luo as a Supervisor to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the appointment of Mr. Luo as a Supervisor.

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NOTICE OF THE ANNUAL GENERAL MEETING

==> picture [65 x 48] intentionally omitted <==

CHINA SHIPPING DEVELOPMENT COMPANY LIMITED 中海發展股份有限公司

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

(Stock Code: 1138)

NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting (the “AGM”) of China Shipping Development Company Limited (the “Company”) will be held at 2:00 p.m. on Thursday, 18 June 2015 at 3rd Floor, Parkview Hotel, 555 Dingxiang Road, Pudong New Area, Shanghai, the People’s Republic of China to consider and, if thought fit, pass the following ordinary resolutions:

Ordinary Resolutions

1. to consider and approve the 2014 audited financial statements of the Company;

2. to consider and approve the 2014 Report of the Board of Directors of the Company;

3. to consider and approve the 2014 Report of the Supervisory Committee of the Company;

4. to consider and approve the Duty Performance Report of the Independent Non-executive Directors in 2014;

5. to consider and approve the 2014 Annual Report of the Company;

6. to consider and approve the recommended 2014 final dividend of RMB3.00 cents per share (before tax);

7. to consider and approve the remuneration of the directors (“Directors”) and supervisors (“Supervisors”) of the Company for 2015;

The board (“Board”) and the remuneration and appraisal committee of the Company recommend the remuneration standards for the Directors and Supervisors in 2015 to be:

• (1) Directors or Supervisors who are also senior management members of China Shipping (Group) Company will not receive any remuneration from the Company.

• (2) Directors, being the senior management of the Company, will receive remuneration based on performance of the senior management, apart from which they will not receive additional allowance as Directors. The annual remuneration for the general manager of the Company is comprised of basic salary, performance-based salary and bonus; (i) basic salary

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NOTICE OF THE ANNUAL GENERAL MEETING

is RMB240,000 per year (before tax); (ii) performance-based salary is 0 to 3.75 times of basic salary subject to performance appraisal; and (iii) bonus is 0 to 0.3 times of the salary for the year 2015 (i.e. basic salary plus performance-based salary), subject to performance appraisal.

• (3) The allowances for each of the domestic independent non-executive Directors will be RMB150,000 per year (before tax); the allowances for each of the independent non-executive Directors to be employed from overseas countries or regions will be RMB300,000 per year (before tax); the allowances for any independent Supervisors that may be employed by the Company will be at the same level as those of the independent non-executive Directors.

• (4) The employee Supervisors will receive remuneration as employees of the Company, the standard of which will be determined in accordance with the internal administrative policies of the Company.

• 8A. to consider and approve the reappointment of Baker Tilly China Certified Public Accountants (天 職國際會計師事務（特殊普通合夥）) (“Baker Tilly China”) as the domestic auditor of the Company for the financial year ending 31 December 2015 and authorise the Board to determine its remuneration no higher than RMB1,550,000;

• 8B. to consider and approve the reappointment of Baker Tilly Hong Kong Limited Certified Public Accountants (天職香港會計師事務所有限公司) as the international auditor of the Company for the financial year ending 31 December 2015 and authorise the Board to determine its remuneration no higher than RMB1,850,000;

• 8C. to consider and approve the reappointment of Baker Tilly China as the internal control auditor of the Company for the financial year ending 31 December 2015 and authorise the Board to determine its remuneration on higher than RMB900,000;

• To elect (or re-elect, as the case may be) the members (executive Directors) of the eighth term of the Board and their terms of appointment:

• (1) to consider and approve the re-election of Mr. Xu Lirong as an executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 30 April 2015;

• (2) to consider and approve the re-election of Mr. Zhang Guofa as an executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 30 April 2015;

• (3) to consider and approve the re-election of Ms. Su Min as an executive Director and the terms of her appointment, details of which are set out in the circular of the Company dated 30 April 2015;

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NOTICE OF THE ANNUAL GENERAL MEETING

• (4) to consider and approve the re-election of Mr. Huang Xiaowen as an executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 30 April 2015;

• (5) to consider and approve the re-election of Mr. Ding Nong as an executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 30 April 2015;

• (6) to consider and approve the re-election of Mr. Yu Zenggang as an executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 30 April 2015;

• (7) to consider and approve the re-election of Mr. Han Jun as an executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 30 April 2015;

• (8) to consider and approve the re-election of Mr. Qiu Guoxuan as an executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 30 April 2015;

• To elect (or re-elect, as the case may be) the members (independent non-executive Directors) of the eighth term of the Board and their terms of appointment:

• (1) to consider and approve the re-election of Mr. Wang Wusheng as an independent non-executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 30 April 2015;

• (2) to consider and approve the re-election of Mr. Ruan Yongping as an independent non-executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 30 April 2015;

• (3) to consider and approve the re-election of Mr. Ip Sing Chi as an independent non-executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 30 April 2015; and

• (4) to consider and approve the appointment of Mr. Rui Meng as an independent non-executive Director and the terms of his appointment, details of which are set out in the circular of the Company dated 30 April 2015.

• To re-elect the members of the eighth term of the supervisory committee of the Company (other than the employee representatives) and their terms of appointment:

• (1) to consider and approve the re-election of Mr. Xu Wenrong as a Supervisor and the terms of his appointment, details of which are set out in the circular of the Company dated 30 April 2015; and

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NOTICE OF THE ANNUAL GENERAL MEETING

• (2) to consider and approve the re-election of Mr. Chen Jihong as a Supervisor and the terms of his appointment, details of which are set out in the circular of the Company dated 30 April 2015.

By Order of the Board China Shipping Development Company Limited Yao Qiaohong Company Secretary

30 April 2015 Shanghai The People’s Republic of China

Notes:

• (A) The H share register of the Company will be closed from Tuesday, 19 May 2015, to Thursday, 18 June 2015 (both days inclusive), during which no transfer of H shares will be effected. Any holders of H shares of the Company, whose names appear on the Company’s register of members at the close of business on Thursday, 18 June 2015 are entitled to attend and vote at the AGM after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the AGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s H share registrar not later than 4:30 p.m. on Monday, 18 May 2015.

• (B) To ascertain shareholders’ entitlement to the proposed final dividend, the H share register of the Company will be closed from Friday, 26 June 2015 to Thursday, 2 July 2015 (both days inclusive), during which no transfer of H shares will be effected. Any holders of H shares of the Company, whose names appear on the Company’s register of members at the close of business on Thursday, 2 July 2015 will be qualified for the proposed final dividend. In order to qualify for the proposed final dividend, shareholders must lodge all duly completed transfer forms accompanied by the relevant share certificates with the share registrar of the Company’s H shares not later than 4:30 p.m. on Thursday, 25 June 2015. The proposed final dividend (the payment of which is subject to the shareholders’ approval at the AGM) is to be payable on or before Monday, 20 July 2015 to shareholders whose names appear on the H share register of members of the Company on Thursday, 2 July 2015.

• (C) The address of the share registrar (for share transfer) for the Company’s H shares is as follows:

Hong Kong Registrars Limited Shops 1712-1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

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NOTICE OF THE ANNUAL GENERAL MEETING

• (D) Holders of H shares, who intend to attend the AGM, must complete the reply slips for attending the AGM and return them to the Office of the Secretary to the Board of Directors of the Company not later than 20 days before the date of the AGM, i.e. no later than Friday, 29 May 2015.

Details of the Office of the Secretary to the Board of Directors of the Company are as follows: 7th Floor, 670 Dong Da Ming Road, Shanghai, The People’s Republic of China Postal Code: 200080 Tel: 86(21) 6596 6666 Fax: 86(21) 6596 6160

• (E) Each holder of H shares who has the right to attend and vote at the AGM is entitled to appoint in writing one or more proxies, whether that proxy is a shareholder or not, to attend and vote on his behalf at the AGM.

• (F) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing. If that instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarially certified.

• (G) For holders of H shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s H share registrar, Hong Kong Registrars Limited at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time appointed for holding the AGM (or any adjournment thereof) in order for such documents to be valid.

• (H) Each holder of A shares is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on its behalf at the AGM. Notes (E) to (F) also apply to holders of A shares, except that the proxy form or other documents of authority must be delivered to the Office of the Secretary to the Board of Directors, the address of which is set out in Note (D) above, not less than 24 hours before the time appointed for holding the AGM (or any adjournment thereof) in order for such documents to be valid.

• (I) If a proxy attends the AGM on behalf of a shareholder, he should produce his identity card and the instrument signed by the proxy or his legal representative, which specifies the date of its issuance. If the legal representative of a shareholder which shareholder is a legal person attends the AGM, such legal representative should produce his identity card and valid documents evidencing his capacity as such legal representative. If a shareholder which is a legal person appoints a company representative other than its legal representative to attend the AGM, such representative should produce his identity card and an authorisation instrument affixed with the seal of that shareholder (which is a legal person) and duly signed by its legal representative.

• (J) The AGM is expected to last for an hour. Shareholders attending the AGM are responsible for their own transportation and accommodation expenses.

• (K) As at the date of this announcement, the Board comprises Mr. Xu Lirong, Mr. Zhang Guofa, Ms. Su Min, Mr. Huang Xiaowen, Mr. Ding Nong, Mr. Liu Xihan, Mr. Yu Zenggang, Mr. Han Jun and Mr. Qiu Guoxuan as executive Directors, Mr. Zhang Jun, Mr. Wang Wusheng, Mr. Ruan Yongping, Mr. Ip Sing Chi and Mr. Wang Guoliang as independent non-executive Directors.

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