Dida Inc. — AGM Information 2018

Jun 8, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountants or other professional adviser.

If you have sold or transferred all your shares in COSCO SHIPPING Energy Transportation Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed dealer in securities, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.[*] 中遠海運能源運輸股份有限公司

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

(Stock Code: 1138)

(1) PROPOSED ADOPTION OF THE MANAGEMENT SYSTEM FOR EXTERNAL GUARANTEES, ADMINISTRATIVE MEASURES FOR EXTERNAL INVESTMENTS AND IMPLEMENTATION RULES FOR THE CUMULATIVE VOTING SYSTEM (2) PROPOSED CHANGE OF AUDITORS AND

(3) SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

A letter from the Board is set out on pages 3 to 6 of this circular. Capitalised terms used on this cover page have the same meanings as defined in this circular.

A notice convening the AGM to be held at 2:00 p.m. on Thursday, 28 June 2018 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China was despatched to the Shareholders on 14 May 2018. A supplemental notice of AGM relating to the Management System for External Guarantees, the Administrative Measures for External Investments, Implementation Rules for the Cumulative Voting System and proposed change of auditors is set out on pages N-1 to N-3 of this circular.

The supplemental proxy form for use at the AGM is enclosed. Whether or not you are able to attend the AGM, you are requested to complete the proxy form enclosed in accordance with the instructions printed thereon and return the same to the Company as soon as possible and in any event by not less than 24 hours before the time appointed for the holding of the AGM 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 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, (ii) in case of holders of A shares, to the Office of the Board of Directors of the Company at 18th Floor, 118 Yuanshen 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.

8 June 2018

* for identification purpose only

CONTENT

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I – MANAGEMENT SYSTEM FOR EXTERNAL GUARANTEES . . . . . . .	I-1
APPENDIX II – ADMINISTRATIVE MEASURES FOR EXTERNAL INVESTMENTS . .	II-1
APPENDIX III – IMPLEMENTATION RULES FOR THE CUMULATIVE
VOTING SYSTEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . .	N-1

• i -

DEFINITIONS

In this circular, unless the context requires otherwise, the expressions below shall have the following meanings:

“A Share(s)”	the domestic share(s) in the ordinary share capital of the Company
	with a par value of RMB1.00 each, which are listed on the
	Shanghai Stock Exchange (Stock Code: 600026)
“Administrative Measures for	the Administrative Measures for External Investments of the
External Investments”	Company (《中遠海運能源運輸股份有限公司對外投資管理制度》)
	proposed to be adopted at the AGM, the text of which are set out in
	Appendix II of this circular
“Articles of Association”	the Articles of Association of the Company
“Board”	the board of Directors of the Company
“Company”	COSCO SHIPPING Energy Transportation Co., Ltd.* (中遠海運能
	源運輸股份有限公司), a joint stock limited Company established
	in the PRC, whose H shares and A shares are listed on Main Board
	of the Stock Exchange (Stock Code: 1138) and the Shanghai Stock
	Exchange (Stock Code: 600026), respectively
“Director(s)”	the director(s) of the Company
“AGM”	the annual general meeting of the Company to be held at 3rd Floor,
	Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District,
	Shanghai, the People’s Republic of China at 2:00 p.m. on Thursday,
	28 June 2018
“H Shares”	overseas listed foreign shares of nominal value of RMB1.00 each in
	the ordinary share capital of the Company which are listed on the
	Stock Exchange (Stock Code: 1138)
“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“Implementation Rules for the	the Implementation Rules for the Cumulative Voting System of the
Cumulative Voting System”	Company (《中遠海運能源運輸股份有限公司累積投票制實施細
	則》) proposed to be adopted at the AGM, the text of which are
	set out in Appendix III of this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange

• 1 -

DEFINITIONS

“Management System for External	the Management System for External Guarantees of the Company
Guarantees”	(《中遠海運能源運輸股份有限公司對外擔保管理制度》) proposed
	to be adopted at the AGM, the text of which are set out in
	Appendix I of this circular
“PRC”	People’s Republic of China which, for the purpose of this circular,
	excludes Hong Kong, Macau Special Administrative Region and
	Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	A Share(s) and/or H Share(s)
“Shareholder(s)”	shareholder(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

• For identification purpose only

• 2 -

LETTER FROM THE BOARD

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COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.[*] 中遠海運能源運輸股份有限公司

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

(Stock Code: 1138)

Executive Directors: Huang Xiaowen Liu Hanbo Lu Junshan

Registered Office: Room A-1015 No. 188 Ye Sheng Road China (Shanghai) Pilot Free Trade Zone People’s Republic of China

Non-executive Directors:

Feng Boming Zhang Wei Lin Honghua

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

Independent Non-Executive Directors:

Ruan Yongping Ip Sing Chi Rui Meng Teo Siong Seng

8 June 2018

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED ADOPTION OF THE MANAGEMENT SYSTEM FOR EXTERNAL GUARANTEES, ADMINISTRATIVE MEASURES FOR EXTERNAL INVESTMENTS AND IMPLEMENTATION RULES FOR THE CUMULATIVE VOTING SYSTEM

(2) PROPOSED CHANGE OF AUDITORS AND

(3) SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

* for identification purpose only

• 3 -

LETTER FROM THE BOARD

I. INTRODUCTION

Reference is made to Company’s circular dated 14 May 2018 enclosing a notice convening the AGM and its overseas regulatory announcement dated 31 May 2018 in relation to the Board’s approval of the Management System for External Guarantees, Administrative Measures for External Investments and Implementation Rules for the Cumulative Voting System and its announcement dated 31 May 2018 in relation to proposed change of auditors.

The purpose of this circular is to provide you with information regarding Management System for External Guarantees, Administrative Measures for External Investments and Implementation Rules for the Cumulative Voting System, the change in domestic and international auditors of the Company, as well as the supplemental notices of the AGM containing the resolutions to be proposed at the AGM in relation to the above matters.

II. PARTICULARS OF THE RULES AND MEASURES TO BE ADOPTED

The Management System for External Guarantees, Administrative Measures for External Investments and Implementation Rules for the Cumulative Voting System are adopted by the Board with a view to further strengthening the Company’s corporate governance structure and providing a clear system managing the related risks. In accordance with the applicable laws and regulations in the PRC, the adoption of these rules and measures are subject approval by the Shareholders at a general meeting of the Company.

The full text of the Management System for External Guarantees, Administrative Measures for External Investments and Implementation Rules for the Cumulative Voting System is set out respectively at Appendix I, II and III of this circular. Please refer to these appendices for details.

III. CHANGE OF AUDITORS

Reference is made to the Company’s announcement dated 31 May 2018. China COSCO Shipping Corporation Limited, the indirect controlling shareholder of the Company, is a state-owned enterprise regulated by the State-owned Assets Supervision and Administration Commission of the State Council of the People’s Republic of China (“ SASAC ”). Pursuant to the relevant requirements of SASAC and the Ministry of Finance of the People’s Republic of China, if an external auditor continuously undertakes financial auditing work for a central state-owned enterprise for a period exceeding the prescribed time limit, the enterprise should consider changing the auditor as required by the relevant requirements.

In view of the above-mentioned requirements, and that the existing domestic and international auditors of the Company, namely Baker Tilly China Certified Public Accountants and Baker Tilly Hong Kong Limited, have provided audit services to the Group for 11 years and 8 years respectively and whose respective terms of service will expire at the conclusion of the AGM, the Board has proposed not to continue their existing engagement. The Board has also resolved, with the recommendation from the audit committee of the Board, to appoint SHINEWING Certified Public Accountants as the domestic auditors of the Company and PricewaterhouseCoopers as the international auditors of the Company for the year ending 31 December 2018 (the “ Proposed Appointment ”).

• 4 -

LETTER FROM THE BOARD

The resolution in relation to the Proposed Appointment will be proposed at the AGM. It will also be proposed at the AGM that (a) in the event that the scope of review and audit scope in respect of the Company is basically in line with that for the year ended 31 December 2017, the respective fees for review and audit payable by the Company to PricewaterhouseCoopers and SHINEWING Certified Public Accountants for the year ending 31 December 2018 will be RMB2.86 million and RMB2.29 million (including taxes and travel expenses); and (b) in the event of a major change in the scope of review and audit scope in respect of the Company, the Board or any person authorized by the Board be authorised to reasonably determine the specific amount of the audit fees of the Company’s domestic and international auditors for the year ending 31 December 2018.

IV. THE AGM

The AGM will be held at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China at 2:00 p.m. on Thursday, 28 June 2018. The notice convening the AGM, together with the original proxy form and Shareholders’ reply slip, were despatched to the Shareholders on 14 May 2018.

Additional resolutions relating to the adoption of the Management System for External Guarantees, Administrative Measures for External Investments and Implementation Rules for the Cumulative Voting System, and resolutions relating to the Proposed Appointment and auditors’ remuneration will be proposed at the AGM and a supplemental notice of AGM is set out on pages N-1 to N-3 of this circular. A supplemental proxy form is also enclosed. The supplemental proxy is to be used in respect of the resolutions set out in the supplemental notice of AGM and only serves as a supplement to the original proxy form for the AGM despatched on 14 May 2018.

No Shareholder has material interest in the relevant resolutions set out in the supplemental notice of the AGM and therefore, no Shareholder is required to abstain from voting at the AGM.

Pursuant to Rule 13.39(4) of the Listing Rules, except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

Whether or not you intend to attend the AGM, you are requested to complete and return the enclosed supplemental proxy form 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 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in case of holders of H Shares) or the Office of the Board of Directors of the Company at 18th Floor, 118 Yuanshen Road, Pudong New District Shanghai, the People’s Republic of China (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 supplemental proxy form will not preclude you from attending and voting in person at the AGM or at any adjourned meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

• 5 -

LETTER FROM THE BOARD

The supplemental proxy form will not affect the validity of any proxy form duly completed and delivered by you in respect of the resolutions set out in the original notice of the AGM dated 14 May 2018. If you have validly appointed a proxy to attend and act for you at the AGM but do not duly complete and deliver the relevant supplemental proxy form enclosed, your proxy will be entitled to vote at his/her/its discretion, as the case may be, the resolutions no. 11, 12, 13 and 14 as set out in the supplemental notice of the AGM dated 8 June 2018. If you did not duly complete and deliver the original proxy form for the AGM but have duly completed and delivered the supplemental proxy form and validly appointed a proxy to attend and act for you at the AGM, your proxy will also be entitled to vote at his/her/its discretion on all the resolutions set out in the notice of the AGM dated 14 May 2018. If the proxy being appointed to attend the AGM under the supplemental proxy form is different from the proxy appointed under the original proxy form and both proxies attended the AGM, the proxy validly appointed under the original proxy form shall be designated to vote at the AGM.

V. RECOMMENDATION

The Directors (including the independent non-executive Directors) believe that the adoption of the Management System for External Guarantees, Administrative Measures for External Investments and Implementation Rules for the Cumulative Voting System and proposed change of auditors are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors) recommend all Shareholders to vote in favour of the resolutions as set out in the supplemental notice of the AGM.

VI. GENERAL INFORMATION

Should there be any discrepancies between the Chinese and English versions of this circular, the Chinese version shall prevail.

By order of the Board COSCO SHIPPING Energy Transportation Co., Ltd. Mr. Huang Xiaowen Chairman

• 6 -

APPENDIX I MANAGEMENT SYSTEM FOR EXTERNAL GUARANTEES

COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.

Management System for External Guarantees

Chapter 1 General Provisions

Article 1 In order to standardize the external guarantee behavior of COSCO SHIPPING Energy Transportation Co., Ltd. (hereinafter referred to as the “ Company ”), effectively control the external guarantee risk of the Company and protect the legitimate interests of the investors, this system is specifically prepared according to the Company Law of the People’s Republic of China, the Guarantee Law of the People’s Republic of China, the Code of Corporate Governance for Listed Companies, the Rules Governing the Listing of Securities on Shanghai Stock Exchange (the “ Listing Rules of the Shanghai Stock Exchange ”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules of the Stock Exchange ”) and other concerned laws, regulations, rules and normative documents and the Articles of Association of COSCO SHIPPING Energy Transportation Co., Ltd. (hereinafter referred to as the “ Articles ”).

Article 2 The shareholders, all directors and senior management of the Company shall abide by the provisions of this system, prudently treat and strictly control the external guarantee and guard against the security risks.

Article 3 “External guarantee” as referred to in this system refers to guarantee provided by the Company to others, including guarantee provided by the Company to its holding subsidiaries.

“Total amount of external guarantee of the Company and its holding subsidiaries” as referred to in this system refers to the sum of total amount of external guarantee of the Company that includes guarantee provided by the Company to holding subsidiaries and total amount of external guarantee of holding subsidiaries of the Company.

Article 4 “Holding subsidiaries” as referred to in this system refers to companies that the Company holds more than 50% of the shares, or although holds less than 50% of the shares but is able to achieve control by determining the election of more than half of members of the board of directors or by agreements and other arrangements.

For this purpose, control refers to the control of the company’s financial and operational decisions in accordance with the Articles or agreements.

• I-1 -

APPENDIX I MANAGEMENT SYSTEM FOR EXTERNAL GUARANTEES

Chapter 2 Principle of External Guarantee

Article 5 External guarantee of the Company shall abide by the following principles:

• (I) The principles of equality, voluntariness, fairness, integrity and mutual benefit;

• (II) The principles of strictness and prudence;

• (III) The principles of guarantee according to law and standard operation.

Article 6 Any legal person, natural person and other organization (including the controlling shareholder and other related parties) shall not take any unlawful form to force or compel the Company to provide guarantee for it or a third party, and the Company has the right to refuse the actions of forcing or compelling it to provide guarantee.

Article 7 The Company’s external guarantee is managed by the Company as a whole, and the Company’s holding subsidiaries, subordinate departments and branches are in principle not allowed to provide external guarantee, provide guarantee to each other, and shall not engage any third party to provide guarantee for them. The Company’s holding subsidiaries that are required to provide external guarantee shall be approved to execute in accordance with this system.

Article 8 The Company and its holding subsidiaries must report to the board of directors or the general meeting for consideration when providing external guarantee. Without approval at the general meeting or by the board of directors of the Company, the directors, managers and other senior management and the affiliated departments and branches of the Company shall not sign guarantee contracts on behalf of the Company and/or the holding subsidiaries without authorization.

Chapter 3 Procedure of External Guarantee

Section 1 Condition of Guarantee

Article 9 The Company can provide guarantee to organization that has independent corporate capacity and strong solvency and meets one of following conditions, save for those prohibited by laws and regulations and the rules of the place where the Company is listed:

• (I) Organizations that provide guarantee to each other due to the business needs of the companies;

• (II) Organizations that have actually or potentially important business relationship with the Company;

• (III) Wholly-owned subsidiaries of the Company;

• (IV) Affiliated joint ventures of the Company.

• I-2 -

APPENDIX I MANAGEMENT SYSTEM FOR EXTERNAL GUARANTEES

Article 10 If the Company provides guarantee for the wholly-owned subsidiaries, it shall not be required to provide counter-guarantee. Unless otherwise provided by laws and regulations, if the Company provides guarantee for the affiliated joint ventures, it shall in principle provide guarantee according to the shareholding ratio; if the Company provides full guarantee, it must require the shareholder of other party to provide counter-guarantee according to its shareholding ratio. If the Company provides guarantee to companies other than the above two types, it must require the guaranteed entity or its designated party to provide counter-guarantee, and the provider of counter-guarantee shall have actual solvency.

Section 2 Investigation over the guaranteed entity

Article 11 The financial department and the department responsible for handling the guarantee shall investigate the credit status of the guaranteed entity other than subsidiaries, and require the guaranteed entity to provide the following information to the Company:

• (I) Basic information of the enterprise, including but not limited to the Business License, articles of association and shareholder’s agreement;

• (II) Recent financial accounting report and audit report for the last fiscal year and last fiscal period;

• (III) Master contract and the documents relating to the master contract;

• (IV) Repayment sources of funds and plan of the guaranteed entity;

• (V) Counter-guarantee proposals and basic information;

• (VI) Description of no potential and on-going major litigation, arbitration or administrative penalty;

• (VII) Other information that the Company considers necessary to provide.

Article 12 If the guaranteed entity meets the following credit conditions at the same time, the Company may provide guarantee for it:

• (I) It is an enterprise that established lawfully and existed validly, and there is no circumstance that renders it necessary or desirable to terminate such enterprise;

• (II) It is solvent;

• (III) It has good profitability and development prospects;

• (IV) If the Company has ever provided guarantee for it, there is no circumstance that it is required by the creditor to bear the guarantee liability;

• (V) The financial information provided is true, complete and valid;

• (VI) There is no other significant risk.

• I-3 -

APPENDIX I MANAGEMENT SYSTEM FOR EXTERNAL GUARANTEES

Article 13 The guaranteed entity shall not be provided guarantee in the following circumstances:

• (I) Guarantee project does not comply with the national laws and regulations and the guarantee policy of the enterprise;

• (II) It has entered the reorganization, custody, merger or bankruptcy liquidation procedures;

• (III) Financial condition deteriorated, being insolvent and with disordered management and significant operation risk;

• (IV) There is large economic disputes with other enterprise, subject to legal proceedings and may assume great liability for damage;

• (V) There has been a guarantee dispute with the Company and not yet properly resolved, or failure to pay the full guarantee fee in a timely manner.

Article 14 The financial department and the department responsible for handling the guarantee shall conduct an investigation according to the above information provided by the guaranteed entity to determine whether the information is true.

Article 15 The responsible department shall be obliged to ensure the authenticity of the master contract, to prevent the parties to the master contract from malicious collusion or taking other fraudulent means to cheat the Company’s guarantee, and to bear the risk of responsibility for authenticity. For the other information that the board of directors or general meeting of the Company requires the guaranteed entity to provide, the department responsible for handling the guarantee shall require the guaranteed entity to provide.

Article 16 The financial department and the department responsible for handling the guarantee shall investigate the solvency, operating conditions and credit status of the guaranteed entity through its deposit bank, business units and other aspects. If providing guarantee to subsidiaries, the directors or supervisors of the Company shall be dispatched to know about the situation, and when necessary, it may be audited by the auditor of the Company or the engaged intermediary institutions.

Article 17 The person in charge of the Company and the head of the financial department may properly communicate with the directors, supervisors and managers dispatched to the guaranteed entity, to ensure the authenticity of such information.

Section 3 Procedures and Authority for Approval

Article 18 The Company shall prepare the annual external guarantee plan. The Company shall organize the relevant departments to review the details including the necessity of guarantee business, total amount of guarantee, guarantee way, guaranteed entity and guarantee period in the annual external guarantee plan, to ensure that the risk is controlled within a certain range. The annual guarantee plan shall be submitted to the general manager’s office of the Company and considered and approved by the board of directors and the general meetings.

• I-4 -

APPENDIX I

MANAGEMENT SYSTEM FOR EXTERNAL GUARANTEES

Article 19 For the guarantee matters beyond the annual external guarantee plan, the principle of case by case shall be implemented. The Company shall organize the relevant departments to review the guarantee matters. The approvers at all levels shall, analyze the financial condition, industry prospect, management and operation condition as well as credit and reputation condition of the guarantee applicant based on the relevant information provided by the responsible person, to determine whether guarantee shall be granted or not or put forward opinion to the superior approval authority on provision of guarantee or not.

Article 20 The occurrence of transaction matter of “provision of guarantee” shall be submitted to the board of directors or the general meetings for consideration and timely disclosure. The external guarantee that should be approved at the general meeting must be considered and approved by the board of directors before submitting to the general meeting for approval.

Article 21 Where the provision of guarantee falls under one of the following circumstance, it shall be submitted to the general meetings for consideration after being considered and approved by the board of directors:

• (I) The guarantee that single guarantee amount exceeds 10% of the latest audited net assets of the Company;

• (II) Any guarantee provided after the total amount of external guarantee of the Company and its holding subsidiaries exceeding 50% of the latest audited net assets of the Company;

• (III) The guarantee that provided to the guaranteed entity whose gearing ratio exceeds 70%;

• (IV) The total amount of accumulated external guarantees of the Company and its holding subsidiaries exceeds 30% of the latest audited total assets of the Company for twelve consecutive months;

• (V) The total amount of accumulated external guarantees of the Company and its holding subsidiaries exceeds 50% of the latest audited net assets of the Company with the absolute amount exceeding RMB50 million for twelve consecutive months;

• (VI) The guarantee that provided to shareholders, actual controller and their related parties;

• (VII) Other guarantees as stipulated by the Listing Rules of the Shanghai Stock Exchange, the Listing Rules of the Stock Exchange and the Articles.

Among which, when the above guarantee in item (IV) is considered at the general meeting of the Company, it shall be approved by more than two-thirds of voting rights of the shareholders present at the meeting.

The external guarantees other than the above shall be considered and approved by the board of directors of the Company.

Article 22 Where a guarantee is subject to review by the board of directors, it shall be considered and agreed upon by more than two-thirds of directors present at the board meeting.

• I-5 -

APPENDIX I MANAGEMENT SYSTEM FOR EXTERNAL GUARANTEES

If any director(s) is interested in the subject matter being considered, such director(s) shall abstain from voting, and the resolution made at the board meeting shall be approved by more than two-thirds of all disinterested directors. If the number of disinterested directors who attend the board meeting is less than three, the guarantee shall be submitted to the general meetings for consideration.

Article 23 Where the resolution regarding guarantee in favour of a shareholder, its actual controller and their related party is considered at the general meeting, such shareholder or the shareholders under the control of such actual controller shall not participate in the voting. Such resolution shall be subject to the approval of more than half of the voting rights held by other shareholders present at the general meeting.

Article 24 Without approval or authorization of the approvers of the Company with appropriate approval authority, the responsible person shall not enter into a guarantee contract beyond authority, nor shall he/she sign or seal in the capacity of guarantor in the master contract.

Article 25 The directors and supervisors dispatched by the Company shall perform the duties of supervision and management in accordance with the provisions of the Measures. The directors or shareholders ‘representatives appointed by the Company shall consult the relevant functional departments of the Company before expressing their opinions on the relevant guarantee matters on behalf of the Company’s interests at the board meeting and general meeting of the affiliated joint ventures. It shall be implemented in accordance with the Administrative Measures for Dispatch of Directors and Supervisors.

Section 4 Review and Conclusion of Contract

Article 26 Except for the financing stand-by letter of credit, the written guarantee contract or agreement must be entered into for a guarantee. The guarantee contract must comply with the relevant laws and regulations, and the contract matters should be clear. The contract shall only be signed after fulfilling the approval process in accordance with the requirements of the Measures for Management of Contract of the Company and being reviewed by the person in charge of the Company. The following terms shall be specified in the guarantee contract:

• (I) Creditor and debtor;

• (II) The classification and amount of the guaranteed principal creditor’s right;

• (III) The deadline for the debtor to fulfill obligation;

• (IV) The scope, way and period of the guarantee;

• (V) Other matters that both parties consider necessary to agree upon.

Article 27 When a guarantee contract is concluded, the financial department, the department responsible for handling the guarantee and the audit department of the guarantee must carefully review the relevant contents of the guarantee contract. In the case of mandatory terms or the terms that are clearly unfavorable to the interests of the Company and the terms with possibility of unexpected risk, the other party shall be required to revise the terms or be refused to provide guarantee.

• I-6 -

APPENDIX I

MANAGEMENT SYSTEM FOR EXTERNAL GUARANTEES

Article 28 During the period of guarantee, where the scope, responsibility and duration of the guarantee contract need to be revised due to changes in terms of the master contract between the guaranteed entity and the beneficiary, the financial department and the department responsible for handling the guarantee shall re-sign the approval authority of the guarantee contract as required and the legal department of the Company shall review the changes. If the guarantee contract is re-signed upon approval of the competent authority, the original contract shall be void.

Article 29 Where it is necessary to register the guarantee as required by the laws and regulations, the department responsible for handling the guarantee must register the guarantee with the relevant registration authority.

Section 5 Information Disclosure

Article 30 The external guarantee considered and approved by the board of directors or at the general meeting of the Company must be disclosed in the newspapers designated by China Securities Regulatory Commission (hereinafter referred to as the “ CSRC ”) in a timely manner. The contents to be disclosed shall include but not limited to the resolutions of the board of directors or the general meeting, the total amount of external guarantees provided by the Company and its holding subsidiaries as at the date of disclosure, the total amount of guarantee provided by the Company to the holding subsidiaries and the respective proportions of the aforementioned amounts to the Company’s latest audited net assets. Depending on the nature of the transaction, the transaction needs to meet the disclosure requirements of the listing rules of the place where the Company is listed.

When dealing with the loan guarantee business, the Company shall submit the Articles, the relevant information required by the financial institution such as the resolution of the board of directors or the resolution of the general meeting.

Article 31 Any department and responsible person who participate in the external guarantee of the Company shall be responsible for the timely notification of the external guarantee to the secretary of the board of directors or the securities affairs representative of the Company and providing the documents required for the information disclosure.

Article 32 The financial department of the Company shall, in accordance with the relevant provisions, explain all the external guarantees of the Company to the certified public accountant responsible for the financial audit.

• Article 33 For the guarantee matter that has been disclosed, the Company shall also disclose in a

• timely manner when one of the following circumstances occurs: (I) If the guaranteed entity fails to perform the repayment obligation within fifteen trading days after expiration of debt;

• (II) If the guaranteed entity undergoes bankruptcy, liquidation and other conditions that seriously affect its repayment ability.

• I-7 -

APPENDIX I MANAGEMENT SYSTEM FOR EXTERNAL GUARANTEES

Article 34 The independent directors of the Company shall make specific explanation on the accumulative and current external guarantees of the Company and the implementation of provisions of this system, and express independent opinions in the annual report.

Chapter 4 Risk Management of External Guarantee

Article 35 After signing the guarantee contract, the financial department shall be responsible for keeping the guarantee contract and the related information, and monitoring and dealing with the subsequent matters of the external guarantee.

Article 36 The financial department shall establish the guarantee account, and after the debt of external guarantee expires, the department responsible for handling the guarantee shall actively supervise the guaranteed entity to fulfill obligation.

Article 37 The relevant responsible person shall pay close attention to the changes in merger, separation, bankruptcy, dissolution, major litigation, arbitration and production and operation, assets and liabilities, business reputation and actual control of enterprise for the guaranteed entity.

The Company shall take corresponding measures on a case-by-case basis and, if necessary, require the creditor to release the guarantee contract or require the guaranteed entity to provide further counterguarantee.

Article 38 The Company must take effective measures to recover from the debtor after fulfilling the guarantee liability to the creditor.

Chapter 5 Responsibility of the Person

Article 39 All directors and senior management of the Company shall prudently manage and strictly control the liability risks arising from the external guarantee and shall accept joint and several liabilities for damages arising from the external guarantee which involves contravention or irregularity. Article 40 Where the directors, managers or other senior management of the Company sign external guarantee contract in the name of the Company without authorization and cause damages to the Company, they shall assume the compensation liability for the loss of the Company.

Article 41 Where the relevant responsible person fails to deal with the external guarantee according to the provisions of laws and this system, the Company shall investigate the administrative responsibility of the relevant responsible person and treat depending on the severity of the case. If the Company suffers economic loss, it shall investigate the administrative responsibility and civil responsibility of the relevant responsible person; if suspected of committing a crime, it shall be transferred to the judiciary to investigate the criminal responsibility of the relevant responsible person according to law.

• I-8 -

APPENDIX I MANAGEMENT SYSTEM FOR EXTERNAL GUARANTEES

Chapter 6 Supplementary Provisions

Article 42 Any matters not covered in this system shall be subject to relevant national laws and regulations, the listing rules of the place where the shares of the Company are listed and the Articles. If this system is inconsistent with the laws and regulations issued by the State in the future, the listing rules of the place where the shares of the Company are listed or the Articles after being revised by legal procedures, it shall be implemented in accordance with the provisions of relevant national laws and regulations, the listing rules of the place where the shares of the Company are listed and the Articles, and shall be revised immediately and submitted to the general meeting for consideration and approval.

Article 43 The board of directors of the Company shall be liable to formulate, amend and interpret this system.

Article 44 This measure shall come into effect upon consideration and approval by the general meeting.

COSCO SHIPPING Energy Transportation Co., Ltd.

28 June 2018

• I-9 -

APPENDIX II ADMINISTRATIVE MEASURES FOR EXTERNAL INVESTMENTS

COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.

Administrative Measures for External Investments

Chapter 1 General Provisions

Article 1 To strengthen the administration of external investment activities of COSCO SHIPPING Energy Transportation Co., Ltd. (hereinafter referred to as the “ Company ”), improve the efficiency and effectiveness of the Company’s assets or capital operation and protect and safeguard the legitimate rights and interests of shareholders of the Company, these measures are formulated in accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, Standards for the Governance of Listed Companies, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (上海證券交易所股票上市規則), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “ Listing Rules of Stock Exchange ”) and other applicable laws, regulations, rules and normative documents, as well as Articles of COSCO SHIPPING Energy Transportation Co., Ltd. (hereinafter referred to as the “ Articles ”).

Article 2 Base on the length of the investment term, external investment shall be classified into two types – long-term investment and short-term investment.

Short-term investment shall principally refer to investments purchased by the Company which are permitted by the laws and regulations and can be realised at any time within one year, including any stock, bond, fund and other valued securities.

Long-term investment shall principally refer to various investments which cannot be realised nor available to be realised at any time after one year, including bond investment, equity investment and other investment. Long-term investment shall include but not limited to:

• (I) Enterprises established by the Company independently or operating project funded by the Company independently;

• (II) Joint ventures, collaborative companies or development projects which are established by the Company with its own capital or in joint venture with other domestic or foreign independent legal entities;

• (III) Further investment to enterprises controlled or invested by the Company;

• (IV) Acquisitions of equity and asset, corporate acquisitions and mergers;

• (V) Equity participating in other domestic or foreign independent legal entities;

• (VI) Other investments the Company may conduct according to the law.

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APPENDIX II ADMINISTRATIVE MEASURES FOR EXTERNAL INVESTMENTS

Chapter 2 Decision-making Power of Investments

Article 3 The decision-making power of investments of the Company shall be vested in the board of directors or general meetings. The board of directors may delegate the relevant decision-making power of investments to the general manager working conference.

Article 4 The following external investment matters shall be considered and approved at the general meetings of the Company by ordinary resolutions:

• (I) The total amount of the assets involved in the transaction (book value or appraised value, whichever is higher) accounts for more than 50% of the most recent audited total assets of the Company;

• (II) The volume of transaction (including debts and expenses borne) accounts for more than 50% of the most recent audited net assets of the Company and the absolute amount of which exceeds RMB50 million;

• (III) The profit derived from the transaction accounts for more than 50% of the audited net profit of the Company in the last fiscal year and the absolute amount of which exceeds RMB5 million;

• (IV) The operating revenue of the subject of transaction (such as equity) in the last fiscal year accounts for more than 50% of the audited operating revenue of the Company in the last fiscal year and the absolute amount of which exceeds RMB50 million;

• (V) The net profit of the subject of transaction (such as equity) in the last fiscal year accounts for more than 50% of the audited net profit of the Company in the last fiscal year and the absolute amount of which exceeds RMB5 million;

• (VI) The transaction may constitute a “discloseable transaction” under Chapter 14 of the Listing Rules of Stock Exchange and any applicable percentage ratios in respect of the transaction exceeds 25%.

If any data involved in the calculation of the above mentioned indexes is negative, the absolute value of such data shall apply.

Article 5 The following external investment matters shall be considered and approved at the general meetings of the Company by special resolutions:

The Company purchases, or sells significant assets within one year (the aforesaid amount shall be calculated based on the total amount of assets or the transaction amount (whichever is higher) on an aggregated basis within twelve consecutive months with respect to type of transaction), of which the amount exceeds 30% of the most recently audited total assets of the Company (other than assets disposal between the Company and its holding subsidiaries and among holding subsidiaries of the Company).

Article 6 The board of directors shall have right to make decisions on external investments with an amount less than the criteria provided in Article 4 and Article 5 herein.

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APPENDIX II ADMINISTRATIVE MEASURES FOR EXTERNAL INVESTMENTS

Article 7 The general manager working conference exercises the decision-making power of external investments within the authorization by the board of directors.

Article 8 An external investment shall be submitted to general meetings for approval after being considered by the board of directors if its amount meets the criteria provided in Article 4 and Article 5 herein.

Article 9 Investment projects subject to examination and approval by relevant government authorities shall also complete the relevant approval procedures as required.

Chapter 3 Selection and Discussion of Investment Projects

Article 10 The investment projects selected shall conform to the current national macroeconomic policies, be in line with the direction of the Company’s future development, and have good market prospects.

Article 11 The investee shall have a good reputation and significant production scale, the key personnel of which shall have good operating ability, and the enterprise shall have a relatively sound financial management system and the ability to operate independently. The investment projects shall be evaluated with a good market prospects and economic benefits. Intermediaries shall be engaged to carry out relevant technical and economic analysis of the Company’s investment projects when necessary, and issue appraisal reports as the basis for decision-making of the Company.

Chapter 4 Management and Supervision of Investment Projects

Article 12 Approved external investment projects shall be carried out under the organization of the general manager.

Article 13 The specific organization and implementation of the investment projects shall be carried out by the responsible department or units of the projects according to the approved project implementation plan, and supervised by the investment management department jointly with the financial department, audit department, legal department and the office of the board of directors, and they are also responsible for checking and analyzing the investment effects.

Article 14 The financial department shall check the book value of long-term investments item by item periodically, to confirm whether the long-term investments are impaired.

Article 15 Disposal of investments by the Company should be considered in accordance with the following criteria:

• (I) The disposal of investment shall be considered at general meetings for approval if its amount meets the criteria provided in Article 4 and Article 5 herein;

• (II) The disposal of investment shall be considered by the board of directors for approval if its amount does not meet the criteria provided in Article 4 and Article 5 herein;

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APPENDIX II ADMINISTRATIVE MEASURES FOR EXTERNAL INVESTMENTS

• (III) The general manager working conference shall consider and approve disposal of investment within the authorization delegated by the board of directors.

Article 16 The financial department shall set up a detailed ledger for the investment projects and keep detailed records. The responsible departments and units of the projects shall keep a detailed record of the form, direction, plan and income of the investment.

Article 17 The financial department shall submit the financial statements and relevant statistical statements to the board of directors on a regular basis. The board of directors may instruct the relevant departments or personnel to visit investment projects.

Chapter 5 Supplementary Provisions

Article 18 Any matters not covered in this measure shall be subject to relevant national laws and regulations, the listing rules of the place where the shares of the Company are listed and the Articles. If this measure is inconsistent with the laws and regulations issued by the State in the future, the listing rules of the place where the shares of the Company are listed or the Articles after being revised pursuant to legal procedures, it shall be implemented in accordance with the revised provisions of relevant national laws and regulations, the listing rules of the place where the shares of the Company are listed and the Articles, and shall be revised immediately and submitted to the general meeting for consideration and approval.

Article 19 The board of directors of the Company shall be liable to formulate, amend and interpret this measure.

Article 20 This measure shall come into effect upon consideration and approval at the general meeting. Matters not covered herein shall be subject to the written authorization of the board of directors.

COSCO SHIPPING Energy Transportation Co., Ltd.

28 June 2018

• II-4 -

APPENDIX III IMPLEMENTATION RULES FOR THE CUMULATIVE VOTING SYSTEM

COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.

Implementation Rules of the Cumulative Voting System

Chapter 1 General Provisions

Article 1 To improve the corporate governance structure of COSCO SHIPPING Energy Transportation Co., Ltd. (hereinafter referred to as “ the Company ”), standardize the Company’s acts of electing directors and supervisors, protect and safeguard the interests and benefits of minority shareholders of the Company and practically guarantee the rights of public shareholders to select directors and supervisors, these implementation rules are formulated based on the actual conditions of the Company in accordance with the Company Law of the People’s Republic of China, and Standards for the Governance of Listed Companies and the Provisions on Strengthening the Protection of the Rights and Interests of the Public Shareholders issued by China Securities Regulatory Commission and other national laws, regulations, rules and normative documents, as well as relevant provisions of Articles of COSCO SHIPPING Energy Transportation Co., Ltd. (hereinafter referred to as the “ Articles ”).

Article 2 Cumulative voting system referred to in these implementation rules refers to a voting system whereby each share with voting right held by the shareholder, at voting to elect directors or supervisors at a general meeting of the Company, shall be provided with the voting rights equal to the total number of directors or supervisors that shall be elected at such general meeting and the total number of voting rights that the shareholder has shall be equal to the product of the number of shares held by the shareholder and the total number of directors or supervisors that shall be elected and may be used in a centralized manner, that is, the shareholder may elect one director or supervisor candidate by using all voting rights in a centralized manner or exercise these voting rights in a distributed manner to cast votes for the director or supervisor candidates and the director or supervisor shall be determined according to the number of winning votes.

Article 3 These implementation rules are applicable to the proposal for electing or changing more than two directors or supervisors at a general meeting when the shareholding proportion of the controlling shareholder of the Company is more than 30%. If two or more directors or supervisors are proposed to be elected at the general meeting, the board of directors shall state in the notice of general meeting to be convened that the cumulative voting system will be adopted in the election of directors or supervisors.

Article 4 The term “directors” as referred to in these implementation rules shall include both independent and non-independent directors. The term “supervisors” as referred to in these implementation rules specially refers to the supervisors acted as by shareholder representatives. Those supervisors acted as by employee representatives shall be elected or replaced by the Company’s employees democratically, which shall not be applicable to relevant provisions of these implementation rules.

• III-1 -

APPENDIX III IMPLEMENTATION RULES FOR THE CUMULATIVE VOTING SYSTEM

Chapter 2 Nomination of Director or Supervisor Candidates

Article 5 The board of directors of the Company and the shareholders who individually or jointly hold more than 3% of the shares of the Company can propose candidates for directors prior to the convening of the general meeting. The supervisory committee and the shareholders who individually or jointly hold more than 3% of the shares of the Company can propose candidates for supervisors prior to the convening of the general meeting.

The nomination of independent directors shall comply with the provisions of Guiding Opinions on Establishing the Independent Director System in Listed Companies.

Article 6 The nominator shall obtain consent from the nominee prior to nomination.

Article 7 The nominee shall submit to the board of directors of the Company his or her details, including but not limited to: name, gender, age, nationality, education level, work experiences, part-time work status, relationship with the nominator and whether the situation where he or she is not suitable for the post of the director or supervisor exists.

Article 8 The director or supervisor candidate shall, prior to the convening of the general meeting, undertake in writing that he or she agrees to accept the nomination and disclose his or her details and that the details of the director or supervisor candidate to be disclosed are true and complete and guarantee that he or she will practically perform duties of the director or supervisor after he or she is elected. The candidate nominated for independent director shall make a public statement that no relationship exists between him or her and the Company which affects his or her independent and objective judgment.

Article 9 Upon receipt of the details of the nominee, the board of director of the Company shall carefully review the qualifications of the nominee according to relevant laws, regulations and the Articles and the qualified nominee after review shall become the director or supervisor candidate. The number of the candidates for director or supervisor can be more than the number of directors or supervisors specified in the Articles.

Chapter 3 Voting for or Election of Directors or Supervisors

Article 10 Specific election procedures are as follows:

• (I) Method for calculating the number of votes in cumulative voting system

• The product of the number of shares with voting rights held by each shareholder and the number of directors or supervisors to be elected at the general meeting shall be equal to the number of the cumulative votes to be cast by the shareholder.

• In case of multi-round elections at the general meeting, the number of cumulative votes to be cast by the shareholder shall be re-calculated based on the number of directors or supervisors to be elected in each round.

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APPENDIX III IMPLEMENTATION RULES FOR THE CUMULATIVE VOTING SYSTEM

1. The secretary of board of directors of the Company shall announce the number of cumulative votes to be cast by each shareholder prior to each round of cumulative voting and any shareholder, independent director of the Company, supervisor of the Company, scrutineer or witnessing attorney of the general meeting shall check the number of cumulative votes if they have objections regarding the results.

2. (II) To ensure that the number of independent directors elected complies with the provisions of the Articles, votes for independent directors and non-independent directors shall be elected separately to ensure the proportion of independent directors. The specific operations are as follows:

3. In case of election for independent directors, the number of voting rights that each shareholder has shall be equal to the product of the number of shares he or she holds and number of independent directors to be elected and such votes must be only cast to the candidates for the independent director of the Company.

4. In case of election for non-independent directors or supervisors, the number of voting rights that each shareholder has shall be equal to the product of the number of shares he or she holds and the number of non-independent directors or supervisors to be elected and such votes must be only cast to the candidates for the non-independent director or supervisors of the Company.

5. (III) Voting Methods:

6. Staffs of the general meeting issue votes for electing directors or supervisors. The voting shareholder must indicate the number of shares of the Company he or she holds on one vote and mark the number of voting right (or called as the number of votes) they use after each director or supervisor they vote.

7. The number of votes cast by each shareholder in favor of the candidate for director or supervisor must not exceed the maximum number of votes for directors or supervisors that the shareholder has and the number of the candidates for director or supervisor in favor of which votes are cast by the shareholder must not exceed the number of directors or supervisors to be elected.

8. If the number of votes casted by a shareholder on directors or supervisors exceeds the maximum number of votes for directors and supervisors that the shareholder has, all votes casted by the shareholder on candidates for director or supervisor are deemed as invalid and deemed as abstain from voting.

9. If the number of candidates for director or supervisor exceeds the number of directors or supervisors to be elected, all votes of the shareholder will be deemed as abstain from voting.

10. III-3 -

APPENDIX III IMPLEMENTATION RULES FOR THE CUMULATIVE VOTING SYSTEM

1. If the total number of votes used by the shareholder on the vote is smaller than or equivalent to the number of valid votes that he or she has, such vote is valid and the difference shall be deemed as abstain from voting.

2. Upon completion of voting, the scrutineer of the general meeting shall count the votes and announce the votes each candidates for director or supervisor has; the number of votes that each director or supervisor gets will be used to determine the elected directors or supervisors.

Article 11 Principles for Election of Directors or Supervisors:

• (I) The number and structure of directors or supervisors elected at the general meeting shall comply with the provisions of the Articles. Whether the candidate for director or supervisor wins election depends on the number of votes received, provided that the number of votes of each elected director or supervisor must exceed 1/2 of the shares with valid voting rights (based on the non-cumulative shares) which are held by shareholders at the general meetings.

• (II) If the number of candidates for director or supervisor who win votes more than 1/2 of the shares with valid voting rights held by the shareholders present at the meeting is larger than the number of directors or supervisors to be elected, votes shall be sorted and the candidates with more votes shall be elected. If the number of candidates for director or supervisor winning the election at the general meeting is smaller than the number of directors or supervisors to be elected but the total number of elected directors or supervisors of the Company is more than 2/3 of the number of the members of the board of directors or the supervisory committee specified in the Articles, the difference shall be filled by election at the next general meeting. If the number of candidates for director or supervisor winning the election at the general meeting is smaller than the number of directors or supervisor to be elected and the total number of elected directors or supervisors of the Company is less than 2/3 of the number of members of the board of directors or the supervisory committee specified in the Articles, a second round of election shall be run for the candidates for directors or supervisors failing the election. If the above mentioned requirements are still not met after the second round of election, another general meeting shall be held within two months after the conclusion of this general meeting to elect the deficient directors or supervisors.

• (III) If two or more candidates have the same number of votes and it is unable to determine who is successfully elected, then a second round of election shall be held for such candidates. If the winning candidate cannot be determined after the second round of election, then another election shall be held at the next general meeting. If the resulting number of elected members of the board of directors or the supervisory committee is less than 2/3 of the number of members of the board of directors or the supervisory committee specified in the Articles, another general meeting shall be held within two months after the conclusion of this general meeting to elect the deficient directors or supervisors.

Article 12 Prior to voting for the candidates for director or supervisor at the general meeting, the chairperson of the general meeting shall inform the shareholders present at the meeting expressly that the cumulative voting is applied for the candidates for director or supervisor and the boards of directors must

• III-4 -

APPENDIX III IMPLEMENTATION RULES FOR THE CUMULATIVE VOTING SYSTEM

prepare votes applicable to the cumulative voting. The secretary of the board of directors shall explain and describe the cumulative voting method and vote filling method, to ensure that the shareholders correctly exercise their right to cast votes.

Chapter 4 Supplementary Provisions

Article 13 Any matters not covered in these implementation rules shall be subject to relevant national laws and regulations, the listing rules of the place where the shares of the Company are listed and the Articles. If these implementation rules are inconsistent with the laws and regulations issued by the State in the future, the listing rules of the place where the shares of the Company are listed or the Articles after being revised by legal procedures, they shall be implemented in accordance with the revised provisions of relevant national laws and regulations, the listing rules of the place where the shares of the Company are listed and the Articles, and shall be revised immediately and submitted to the general meeting for consideration and approval.

Article 14 The board of directors of the Company shall be liable to interpret these implementation rules.

Article 15 These implementation rules shall come into effect upon consideration and approval by the general meeting of the Company.

COSCO SHIPPING Energy Transportation Co., Ltd.

28 June 2018

• III-5 -

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

==> picture [106 x 70] intentionally omitted <==

COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.[*] 中遠海運能源運輸股份有限公司

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

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

Notice dated 14 May 2018 had been given by COSCO Shipping Energy Transportation Co., Ltd. (the “ Company ”) to convene the annual general meeting (the “ AGM ”) of the Company to be held at 2:00 p.m. on Thursday, 28 June 2018 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China to consider and, if thought fit, pass the resolutions set out therein. This notice is a supplemental notice following the despatch of the Company’s notice of AGM dated 14 May 2018 setting out the additional resolutions proposed by the controlling shareholder of the Company in accordance with Article 78 of the Company’s Articles of Association to be passed at the AGM. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 8 June 2018 (“ Circular ”).

Ordinary Resolutions

• “11. To consider and (i) approve the appointment of PricewaterhouseCoopers as the international auditors of the Company and the appointment of SHINEWING Certified Public Accountants as the domestic auditors of the Company for the year ending 31 December 2018 and to hold office until the conclusion of the next annual general meeting; (ii) in the event that the scope of review and audit scope in respect of the Company is basically in line with that for the year ended 31 December 2017, approve the respective fees for review and audit payable by the Company to PricewaterhouseCoopers and SHINEWING Certified Public Accountants for the year ending 31 December 2018 of RMB2.86 million and RMB2.29 million (including taxes and travel expenses) respectively; and (iii) in the event of a major change in the scope of review and audit scope in respect of the Company, approve the authorization of the Board or any person authorized by the Board to reasonably determine the specific amount of the audit fees of the Company’s domestic and international auditors for the year ending 31 December 2018.

• To consider and approve the adoption of the Management System for External Guarantees of the Company 《中遠海運能源運輸股份有限公司對外擔保管理制度》( ), the details of which are more particularly set out in the Circular.

* for identification purpose only

• N-1 -

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

1. To consider and approve the adoption of the Administrative Measures for External Investments of the Company 《中遠海運能源運輸股份有限公司對外投資管理制度》( ), the details of which are more particularly set out in the Circular.

2. To consider and approve the adoption of the Implementation Rules for the Cumulative Voting System of the Company 《中遠海運能源運輸股份有限公司累積投票制實施細則》( ), the details of which are more particularly set out in the Circular.

By Order of the Board COSCO Shipping Energy Transportation Co., Ltd. Yao Qiaohong Company Secretary

8 June 2018 Shanghai The People’s Republic of China

Notes:

• (A) Please refer to the notice of the AGM dated 14 May 2018 for Resolutions 1 to 10.

• (B) Details of the Office of the Board of Directors of the Company are as follows:

18th Floor, 118 Yuanshen Road, Pudong New District, Shanghai, The People’s Republic of China Postal Code: 200120 Tel: 86 (21) 6596 6666 Fax: 86 (21) 6596 6160

• (C) 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.

• (D) 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.

• (E) 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 Floor, 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.

• (F) 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 (C) to (D) also apply to holders of A Shares, except that the instrument appointing proxy or other documents of authority must be delivered to the Office of the Board of Directors, the address of which is set out in Note (B) 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.

• N-2 -

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

• (G) 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.

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

• (I) As at the date of this notice, the board of directors of the Company comprises Mr. Huang Xiaowen, Mr. Liu Hanbo and Mr. Lu Junshan as executive Directors, Mr. Feng Boming, Mr. Zhang Wei and Ms. Lin Honghua as non-executive directors, Mr. Ruan Yongping, Mr. Ip Sing Chi, Mr. Rui Meng and Mr. Teo Siong Seng as independent non-executive Directors.

• N-3 -