COSCO SHIPPING Development : NOTICE OF H SHARES CLASS MEETING

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

中遠海運發展股份有限公 司

COSCO SHIPPING Development Co., Ltd.*

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

(Stock Code: 02866)

NOTICE OF H SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting of H Shareholders (the "H Shares Class Meeting") of COSCO SHIPPING Development Co., Ltd. (the "Company") will be held at 1:30 p.m. on Thursday, 5 March 2020 (or at any adjournment thereof) at Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai, the PRC to consider and, if thought fit, pass the following resolutions. Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 17 February 2020 (the "Circular").

SPECIAL RESOLUTIONS

1. To consider and approve the resolution in relation to the proposed adoption of the Revised Share Option Incentive Scheme, the details of which are set out in the Circular:

1. purpose and principles of the Revised Share Option Incentive Scheme;
2. management institution of the Revised Share Option Incentive Scheme;
3. basis of determining the Participants and the scope of the Participants;
4. source, number and allocation of Shares under the Revised Share Option Incentive Scheme;
5. Validity Period, Date of Grant, Vesting Period, exercise date, exercise period and lock-up provisions;
6. exercise price and gains of the Share Options;

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1. 1. Conditions of Grant and Conditions of Exercise;
   2. methods and procedures for adjustments to the number and the exercise price of the Share Options;
   3. accounting treatment of the Revised Share Option Incentive Scheme and impact on the operating results of the Company;
   4. procedures for implementation of the Revised Share Option Incentive Scheme, grant of Share Options and exercise of Share Options by the Participants;
   5. rights and obligations of the Company and the Participants;
   6. handling of special circumstances under the Revised Share Option Incentive Scheme;
   7. management, amendments and termination of the Revised Share Option Incentive Scheme; and
   8. disclosure in relation to the implementation of the Revised Share Option Incentive Scheme.
2. To consider and approve the resolution in relation to the proposed adoption of the Management Measures.
3. To consider and approve the resolution in relation to the proposed adoption of the Appraisal Measures.
4. To consider and approve the resolution in relation to the authorisation to the Board and/or its authorised persons to be responsible for the implementation and management of the Revised Share Option Incentive Scheme Scheme (including but not limited to the allotment and issue of up to 8,847,445 new A Shares upon the exercise of the Share Options granted under the Revised Share Option Incentive Scheme), the details of which are set out in the Circular.

By order of the Board

COSCO SHIPPING Development Co., Ltd.

Yu Zhen

Company Secretary

Shanghai, People's Republic of China

17 February 2020

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Notes:

1. For the purpose of holding the H Shares Class Meeting, the register of H Shares members of the Company (the "Register of Members") will be closed from 2 March 2020 to 5 March 2020 (both days inclusive), during which period no transfer of H Shares of the Company will be registered. Holders of the Company's H Shares (the "H Shareholders") whose names appear on the Register of Members at the close of business on 28 February 2020 are entitled to attend and vote at the H Shares Class Meeting.
2. In order to attend and vote at the H Shares Class Meeting, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Computershare Hong Kong Investor Services Limited ("Computershare"), the Company's H Share registrar, not later than 4:30 p.m. on 28 February 2020.
   The address of Computershare is as follows: Shops 1712-1716, 17th Floor
   Hopewell Centre
   183 Queen's Road East Wanchai,
   Hong Kong
3. Each H Shareholder who has the right to attend and vote at the H Shares Class Meeting is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his/her behalf at the H Shares Class Meeting.
4. Pursuant to the Administrative Measures, an independent non-executive director of a company listed on the Shanghai Stock Exchange shall solicit voting rights from all shareholders of the company in the event of the proposed adoption of a share option incentive scheme by such company. The solicitation is intended to provide shareholders of such listed company with an alternative approach to participate in general meetings, so as to encourage them to vote on the resolutions in respect of the adoption of a share option incentive scheme.
   Pursuant to the Administrative Measures and the authorisation of other independent non-executive Directors, Mr. Lu Jianzhong, an independent non-executive Director, has issued the Form of Proxy of INED to solicit voting rights from the Shareholders on the resolutions in relation to (i) the proposed adoption of the Revised Share Option Incentive Scheme; (ii) the proposed adoption of the Management Measures; (iii) the proposed adoption of the Appraisal Measures; and (iv) the authorisation to the Board in relation to the Revised Share Option Incentive Scheme to be proposed at the H Shares Class Meeting. For further details of the Form of Proxy of INED, please refer to the overseas regulatory announcement of the Company in relation to the public solicitation of voting rights by the independent non-executive Directors dated 17 February 2020.
   If you wish to appoint persons other than Mr. Lu Jianzhong as your proxy to vote for you and on your behalf on all resolutions at the H Shares Class Meeting, you may complete and return the Form of Proxy of H Shares Class Meeting only and disregard the Form of Proxy of INED. Please note that if you have completed and returned both the Form of Proxy of H Shares Class Meeting and the Form of Proxy of INED for the H Shares Class Meeting, but have given inconsistent voting instructions on the resolutions concerned between the Form of Proxy of H Shares Class Meeting and the Form of Proxy of INED for the H Shares Class Meeting, your voting instructions given in the Form of Proxy of INED for the H Shares Class Meeting will be counted as your vote for or against the resolutions at the H Shares Class Meeting.
5. The Form of Proxy of H Shares Class Meeting or the Form of Proxy of INED must be signed by the Shareholder or his/her attorney duly authorised in writing or, in the case of a legal person, must either be executed under its common seal or under the hand of a legal representative or other attorney duly authorised to sign the same. If the Form of Proxy of H Shares Class Meeting or the Form of Proxy of INED is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other document of authorisation, must be notarially certified.
6. To be valid, for H Shareholders, the Form of Proxy of H Shares Class Meeting or the Form of Proxy of INED, and if the Form of Proxy of H Shares Class Meeting or the Form of Proxy of INED is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authority, must be delivered to Computershare at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the H Shares Class Meeting or any adjournment thereof in order for such documents to be valid.

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1. If a proxy attends the H Shares Class Meeting on behalf of a Shareholder, he/she should produce his/her identity card and the Form of Proxy of H Shares Class Meeting or the Form of Proxy of INED signed by the Shareholder or his/her legal representative or his/her duly authorised attorney, and specify the date of its issuance. If a legal person Shareholder appoints its corporate representative to attend the H Shares Class Meeting, such representative should produce his/her identity card and the notarised copy of the resolution passed by the board of directors or other authorities, or other notarised copy of the licence issued by such legal person Shareholder. The Form(s) of Proxy of H Shares Class Meeting or the Form(s) of Proxy of INED duly signed and submitted by HKSCC Nominees Limited are deemed to be valid, and it is not necessary for the proxy(ies) appointed by HKSCC Nominees Limited to produce the signed Form(s) of Proxy of H Shares Class Meeting or the Form(s) of Proxy of INED when the proxy(ies) attend(s) the H Shares Class Meeting. Completion and return of the Form of Proxy of H Shares Class Meeting or the Form of Proxy of INED will not preclude a Shareholder from attending in person and voting at the H Shares Class Meeting or any adjournment thereof should he/she so wish.
2. Pursuant to the Hong Kong Listing Rules, any vote of Shareholders at a general meeting must be taken by way of poll except where the chairman of the meeting, 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. As such, the resolutions set out in the notice of the H Shares Class Meeting will be voted on by poll. Results of the poll voting will be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk after the H Shares Class Meeting.
3. Where there are joint registered holders of any share of the Company, only the person whose name stands first on the Register of Members in respect of such share may vote at the H Shares Class Meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto.
4. The H Shares Class Meeting is estimated to last for half a day. Shareholders who attend the H Shares Class Meeting in person or by proxy shall bear their own transportation and accommodation expenses.

The Board as at the date of this notice comprises Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive Directors, Mr. Feng Boming, Mr. Huang Jian and Mr. Liang Yanfeng, being non-executive Directors, and Mr. Cai Hongping, Ms. Hai Chi Yuet, Mr. Graeme Jack, Mr. Lu Jianzhong and Ms. Zhang Weihua, being independent non-executive Directors.

• The Company is a registered non-Hong Kong company as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and it is registered under its Chinese name and under the English name "COSCO SHIPPING Development Co., Ltd.".

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