COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.

COSCO SHIPPING Energy Transportation Co., Ltd.

Equities

1138

CNE1000002S8

Oil & Gas Transportation Services

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Apr. 01	Cosco Shipping Energy Transportation's Net Profit Jumps in 2023	MT
Mar. 28	COSCO SHIPPING Energy Transportation Co., Ltd. Proposes Ordinary Final Dividend for the Year Ended 31 December 2023	CI

COSCO SHIPPING Energy Transportation : (1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE RULES AND PROCEDURES OF SHAREHOLDERS' GENERAL MEETINGS, MEETINGS OF THE BOARD OF DIRECTORS AND MEETINGS OF THE SUPERVISORY COMMITTEE (2) EXTENSION OF VALIDITY PERIOD OF SHAREHOLDERS' ESOLUTIONS AND AUTHORISATION GRANTED TO THE BOARD TO HANDLE ALL MATTERS RELATING TO THE PROPOSED NON-PUBLIC ISSUANCE OF A SHARES (3) NOTICE OF EXTRAORDINARY GENERAL MEETING AND (4) NOTICE OF H SHARES CLASS MEETING

November 22, 2019 at 05:17 am EST

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 a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant, 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, the form of proxy and the reply slip to the purchaser or transferee or to licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of COSCO SHIPPING Energy Transportation Co., Ltd.

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)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE RULES AND PROCEDURES OF SHAREHOLDERS' GENERAL MEETINGS,

THE RULES AND PROCEDURES OF MEETINGS OF THE BOARD OF DIRECTORS,

AND

THE RULES AND PROCEDURES OF MEETINGS OF THE SUPERVISORY COMMITTEE

EXTENSION OF VALIDITY PERIOD OF SHAREHOLDERS' RESOLUTIONS AND AUTHORISATION GRANTED TO THE BOARD TO HANDLE ALL MATTERS RELATING

TO THE PROPOSED NON-PUBLIC ISSUANCE OF A SHARES

NOTICE OF EXTRAORDINARY GENERAL MEETING AND
1. NOTICE OF H SHARES CLASS MEETING

Independent Financial Adviser to the Independent Board Committee and Independent Shareholders

Capitalised terms used in this cover shall have the same meanings as those defined in this circular.

A letter from the Board is set out on pages 6 to 15 of this circular. A letter from the Independent Board Committee to the Independent Shareholders is set out on pages 16 to 17 of this circular. A letter from Messis Capital Limited, the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 18 to 27 of this circular.

A notice convening the EGM to be held at 10:00 a.m. on Tuesday, 17 December 2019 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 1 November 2019, which is reproduced on pages EGM-1 to EGM-4 of this circular.

A notice convening the H Shares Class Meeting to be held at 10:00 a.m. on Tuesday, 17 December 2019 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People's Republic of China (to be held in the order of the EGM, the A Shares Class Meeting and the H Shares Class Meeting) was despatched to the Shareholders on 1 November 2019, which is reproduced on pages HCM-1 to HCM-3 of this circular.

The respective proxy forms for use at the EGM and the H Shares Class Meetings were despatched on 1 November 2019. Whether or not you are able to attend the above meetings, please complete and return the proxy forms in accordance with the instructions printed thereon as soon as possible 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 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 7th Floor, 670 Dongdaming Road, Hongkou District, 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.

25 November 2019

* For identification purposes only

	CONTENTS
		Pages
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . .	16
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . .	18
APPENDIX I	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION .	I-1
APPENDIX II	PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES OF
	THE SHAREHOLDERS' GENERAL MEETINGS . . . . . . . . . . . . . . .	II-1
APPENDIX III PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES OF
	MEETINGS OF THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . .	III-1
APPENDIX IV PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES OF
	MEETINGS OF THE SUPERVISORY COMMITTEE . . . . . . . . . . . .	IV-1
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . .	EGM-1
NOTICE OF H SHARES CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	HCM-1

- i -

DEFINITIONS

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

"2017 Class Meetings"	the class meeting of A Shareholders and the class meeting of H
	Shareholders held on 18 December 2017
"2017 EGM"	the extraordinary general meeting of the Company held on 18
	December 2017
"2017 EGM Circular"	the circular of the Company dated 4 December 2017
"2018 Class Meetings"	the class meeting of A Shareholders and the class meeting of H
	Shareholders held on 17 December 2018
"2018 EGM"	the extraordinary general meeting of the Company held on 17
	December 2018
"2018 EGM Circular"	the circular of the Company dated 30 November 2018
"2019 Class Meetings"	the class meeting of A Shareholders and the class meeting of H
	Shareholders held on 26 July 2019
"2019 EGM"	the extraordinary general meeting of the Company held on 26 July
	2019
"2019 EGM Circular"	the circular of the Company dated 5 July 2019
"A Share(s)"	Renminbi-denominated domestic share(s) in the ordinary share
	capital of the Company, with a nominal value of RMB1.00 each,
	which are listed on the Shanghai Stock Exchange
"A Shareholder(s)"	holder(s) of A Share(s)
"A Shares Class Meeting"	the class meeting of the A Shareholders to be convened to consider
	and, if thought fit, approve, among other things, the Extension
	Resolutions
"Amendment Resolution"	the resolution proposed at the 2019 EGM and the 2019 Class
	Meetings in relation to, amongst other things, the supplement to the
	Price Floor Mechanism
"Articles of Association"	the articles of association of the Company
"Benchmark Price"	for illustration purpose only, RMB6.81 being the net asset value per
	Share set out in the most recent audited consolidated financial
	statements of the Company as at the latest practicable date of the
	2017 EGM Circular (i.e. 1 December 2017)

- 1 -

	DEFINITIONS
"Board"	the board of Directors
"Board Authorisation Extension	the proposed resolutions to extend the validity period of the
Resolution"	authorisation granted to the Board and any person authorised by the
	Board to handle all matters relating to the Proposed Non-public
	Issuance of A Shares, for a further period of 12 months,
	commencing from 18 December 2019, being the date after the
	expiry date of the existing validity period, to 17 December 2020
"Cap"	the maximum of 806,406,572 A Shares to be issued pursuant to the
	Proposed Non-public Issuance of A Shares
"Class Meetings"	the A Shares Class Meeting and the H Shares Class Meeting
"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 Hong Kong Stock Exchange (Stock Code: 1138) and the
	Shanghai Stock Exchange (Stock Code: 600026), respectively
"COSCO Shipping"	China COSCO Shipping Corporation Limited* (中國遠洋海運集團
	有限公司), a PRC state-owned enterprise and the indirect
	controlling shareholder of the Company
"COSCO Shipping Concert Group"	COSCO Shipping and parties acting in concert with it for the
	purpose of the Takeovers Code, including CSG and its subsidiaries
"CSG"	China Shipping Group Company Limited* (中國海運集團有限公
	司) (original name: China Shipping (Group) Company* (中國海運
	（集團）總公司)), a PRC state-owned enterprise wholly-owned by
	COSCO Shipping and the direct controlling shareholder of the
	Company
"CSRC"	China Securities Regulatory Commission
"Director(s)"	director(s) of the Company
"EGM"	the extraordinary general meeting of the Company to be convened
	to consider and, if thought fit, approve, among other things, (i) the
	Proposed Amendments and (ii) the Extension Resolutions
"Executive"	the Executive Director of the Corporate Finance Division of the
	SFC or any of its delegate(s)
"Extension Resolutions"	the Share Issuance Extension Resolution and the Board
	Authorisation Extension Resolution

- 2 -

	DEFINITIONS
"Group"	the Company and its subsidiaries as at the date of this circular
"H Share(s)"	the overseas listed foreign share(s) in the ordinary share capital of
	the Company with a par value of RMB1.00 each, which are listed
	on Main Board of the Hong Kong Stock Exchange
"H Shareholder(s)"	holder(s) of H Share(s)
"H Shares Class Meeting"	the class meeting of the H Shareholders to be convened to consider
	and, if thought fit, approve, among other things, the Extension
	Resolutions
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Independent Board Committee"	the independent board committee of the Company comprising Mr.
	Ruan Yongping, Mr. Ip Sing Chi, Mr. Rui Meng and Mr. Teo Siong
	Seng, being all the independent non-executive Directors, which is
	formed to advise the Independent Shareholders on the Extension
	Resolutions in accordance with the Listing Rules
"Independent Financial Adviser"	Messis Capital Limited, a corporation licensed to carry out Type 1
	(dealing in securities) and Type 6 (advising on corporate finance)
	regulated activities under the SFO, which has been appointed by the
	Company to advise the Independent Board Committee and the
	Independent Shareholders in respect of the Extension Resolutions
"Independent Shareholders"	Shareholders other than (i) COSCO Shipping and parties acting in
	concert with it and (ii) all other parties (if any) who are interested
	or involved in the Proposed Non-public Issuance of A Shares and
	the Extension Resolutions
"Issue Price"	the issue price of the A Shares underlying the Proposed Non-public
	Issuance of A Shares
"Latest Practicable Date"	19 November 2019, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited

- 3 -

	DEFINITIONS
"NAV Price Floor"	the net asset value per share (that is the net assets attributable to the
	shareholders of the ordinary shares of the Company as at the
	relevant financial year end date divided by the Company's total
	share capital as at the relevant financial year end date) as set out at
	the latest audited consolidated financial statement of the Company,
	being one of the two limiting parameters underlying the Price Floor
	Mechanism
"New Whitewash Waiver"	a waiver granted by the Executive on 24 July 2019 pursuant to
	Note 1 on dispensation from Rule 26 of the Takeovers Code in
	respect of the obligation of COSCO Shipping to make a general
	offer for all the issued A Shares (and a comparable offer to acquire
	all issued H Shares) not already owned by or agreed to be acquired
	by the COSCO Shipping Concert Group which may otherwise arise
	as a result of the Subscription
"PRC"	the People's Republic of China which, for the purpose of this
	circular, excludes Hong Kong, the Macau Special Administrative
	Region of the People's Republic of China and the region of Taiwan
"Price Determination Date"	the first day of the period when the A Shares are issued under the
	Proposed Non-public Issuance of A Shares
"Price Floor Mechanism"	the mechanism by which the price floor in respect of the Issue Price
	is determined, being the higher of the Share Trading Price Floor
	and the NAV Price Floor
"Proposed Amendments"	collectively, the proposed amendments to (i) the Articles of
	Association; (ii) the Rules and Procedures of Shareholders'
	General Meetings; (iii) the Rules and Procedures of Meetings of
	the Board of Directors; and (iv) the Rules and Procedures of
	Meetings of the Supervisory Committee
"Proposed Amendments	the announcement of the Company dated 30 October 2019 in
Announcement"	relation to the Proposed Amendments
"Proposed Non-public Issuance of	the proposed non-public issuance of not more than 806,406,572 A
A Shares"	Shares by the Company to not more than 10 specific target
	subscribers, including COSCO Shipping which proposes to
	participate via the Subscription
"RMB"	Renminbi, the lawful currency of the PRC
"Rules and Procedures of Meetings	the rules and procedures of meetings of the board of directors of the
of the Board of Directors"	Company
"Rules and Procedures of Meetings	the rules and procedures of meetings of the supervisory committee
of the Supervisory Committee"	of the Company

- 4 -

	DEFINITIONS
"Rules and procedures of	the rules and procedures of shareholders' general meetings of the
Shareholders' General Meeting"	Company
"SFC"	the Securities and Futures Commission of Hong Kong
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong (as amended, supplemented, or otherwise modified
	from time to time)
"Share Issuance Extension	the proposed resolution to extend the validity period of the then
Resolution"	Independent Shareholders' resolutions relating to the Proposed
	Non-public Issuance of A Shares, for a further period of 12 months,
	commencing from 18 December 2019, being the date after the
	expiry date of the existing validity period, to 17 December 2020
"Share Trading Price Floor"	90% of the average trading price of the A Shares during the 20
	trading days immediately preceding the Price Determination Date,
	being one of the two limiting parameters underlying the Price Floor
	Mechanism
"Share(s)"	A Share(s) and H Share(s)
"Shareholder(s)"	holder(s) of Share(s)
"Subscription"	the proposed subscription of A Shares by COSCO Shipping
	pursuant to the Subscription Agreement (as supplemented by the
	Supplemental Agreement)
"Subscription Agreement"	the subscription agreement dated 30 October 2017 entered into
	between the Company and COSCO Shipping, pursuant to which
	COSCO Shipping has conditionally agreed to subscribe for, and the
	Company has conditionally agreed to issue, such number of A
	Shares for an amount of not more than RMB4.2 billion under the
	Proposed Non-public Issuance of A Shares
"Supplemental Agreement"	the supplemental agreement dated 29 May 2019 entered into
	between the Company and COSCO Shipping to incorporate the
	changes to the Proposed Non-public Issuance of A Shares in
	connection with the Amendment Resolution
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers

* For identification purposes only.

- 5 -

LETTER FROM THE BOARD

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	Registered address in the PRC
Mr. Liu Hanbo	Room A-1015
Mr. Zhu Maijin	No. 188 Ye Sheng Road
	China (Shanghai) Pilot Free Trade Zone
Non-executive Directors	People's
Mr. Feng Boming	Republic of China
Mr. Zhang Wei
Ms. Lin Honghua	Place of business in the PRC
	670 Dongdaming Road
Independent Non-executive Directors	Hongkou District, Shanghai
Mr. Ruan Yongping	People's Republic of China
Mr. Ip Sing Chi
Mr. Rui Meng	Principal place of business in Hong Kong
Mr. Teo Siong Seng	RMS 3601-3602
	36/F West Tower, Shun Tak CTR
	168-200 Connaught RD Central
	Hong Kong
	25 November 2019
To the Shareholders,
Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE RULES AND PROCEDURES OF SHAREHOLDERS' GENERAL MEETINGS,

THE RULES AND PROCEDURES OF MEETINGS OF THE BOARD OF DIRECTORS,

AND

THE RULES AND PROCEDURES OF MEETINGS OF THE SUPERVISORY COMMITTEE

EXTENSION OF VALIDITY PERIOD OF SHAREHOLDERS' RESOLUTIONS AND AUTHORISATION GRANTED TO THE BOARD TO HANDLE ALL MATTERS RELATING
TO THE PROPOSED NON-PUBLIC ISSUANCE OF A SHARES

1. NOTICE OF EXTRAORDINARY GENERAL MEETING AND
2. 1. NOTICE OF H SHARES CLASS MEETING
For identification purposes only

- 6 -

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE RULES AND PROCEDURES OF SHAREHOLDERS' GENERAL MEETINGS, THE RULES AND PROCEDURES OF MEETINGS OF THE BOARD OF DIRECTORS AND THE RULES AND PROCEDURES OF MEETINGS OF THE SUPERVISORY COMMITTEE

The Proposed Amendments

Reference is made to (i) the Proposed Amendments Announcement and (ii) the overseas regulatory announcement of the Company dated 30 October 2019 in relation to the Proposed Amendments. As disclosed in the Proposed Amendments Announcement, the Board proposed to make certain amendments to

the Articles of Association; (ii) the Rules and Procedures of Shareholders' General Meetings; (iii) the Rules and Procedures of Meetings of the Board of Directors; and (iv) the Rules and Procedures of Meetings of the Supervisory Committee, in order to, among other things, (i) reflect recent amendments to the relevant laws and regulations of the PRC and Hong Kong; (ii) reflect the establishment of the risk control committee of the Board; and (iii) further improve the corporate governance of the Company.

The full text of the Proposed Amendments, which were prepared in the Chinese language, is set out in Appendix I to Appendix IV to this circular. In the event of any discrepancy between the English translation and the Chinese version of the Proposed Amendments, the Chinese version shall prevail.

The Proposed Amendments are subject to the approval by the Shareholders by way of special resolutions at the EGM and the approval of, and registration or filing with, the relevant PRC governmental authorities.

The purpose of this circular is to provide you with, among other things, further details of the Proposed Amendments.

Recommendation

The Directors (including the independent non-executive Directors) are of the view that the Proposed Amendments are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all the Shareholders to vote in favour of the special resolutions in relation to the Proposed Amendments as set out in the notice of the EGM.

EXTENSION OF VALIDITY PERIOD OF SHAREHOLDERS' RESOLUTIONS AND AUTHORISATION GRANTED TO THE BOARD TO HANDLE ALL MATTERS RELATING TO THE PROPOSED NON-PUBLIC ISSUANCE OF A SHARES

Introduction

Reference is made to the announcements of the Company dated 31 October 2017, 15 December 2017, 18 December 2017, 27 December 2017, 6 February 2018, 5 March 2018, 9 May 2018, 30 October 2018, 17 December 2018, 29 May 2019, 4 June 2019, 19 June 2019, 5 July 2019, 26 July 2019, 25 October 2019 and 30 October 2019, and the 2017 EGM Circular, 2018 EGM Circular and 2019 EGM Circular in respect of, inter alia, the Proposed Non-public Issuance of A Shares.

- 7 -

LETTER FROM THE BOARD

At the 2017 EGM and the 2017 Class Meetings held on 18 December 2017, the then Independent Shareholders approved, among others, the proposed non-public issuance of not more than 806,406,572 A Shares by the Company to not more than 10 specific target subscribers, including COSCO Shipping, under the Proposed Non-public Issuance of A Shares.

At the 2018 EGM and the 2018 Class Meetings held on 17 December 2018, the then Independent Shareholders approved the extension of the validity period of the Shareholders' resolutions relating to the Proposed Non-public Issuance of A Shares and the authorisation granted to the Board and any person authorised by the Board to handle all matters relating to the Proposed Non-public Issuance of A Shares for a further period of 12 months, i.e. commencing from 18 December 2018 to 17 December 2019.

At the 2019 EGM and the 2019 Class Meetings held on 26 July 2019, the then Independent Shareholders approved, among others, the Amendment Resolution.

The purpose of this section of the circular is to provide you with information regarding the Extension Resolutions, in order to seek your approval of the special resolutions in relation to the aforesaid matters to be proposed at the EGM and the H Shares Class Meeting.

Summary of principal terms of the Proposed Non-public Issuance of A Shares

As set out in the 2017 EGM Circular, the Proposed Non-public Issuance of A Shares would be carried out by way of non-public issue of A Shares to not more than 10 specific target subscribers, including COSCO Shipping. The target subscribers other than COSCO Shipping include securities investment fund management companies, securities companies, trust investment companies, finance companies, insurance institutional investors, qualified foreign institutional investors and other qualified investors in compliance with applicable laws and regulations. The final list of subscribers (other than COSCO Shipping) will be determined by the Board and its authorised person(s) with the authorisation by the Shareholders at the 2017 EGM and the 2017 Class Meetings and the sponsor (the lead manager) based on the price inquiry results in accordance with the price priority principle and applicable laws and regulations, after obtaining the approval documents issued by the CSRC in respect of the Proposed Non-public Issuance of A Shares.

The maximum number of Shares to be issued under the Proposed Non-public Issuance of A Shares would be 806,406,572 A Shares (referred to as the "Cap" below). The Cap will be adjusted if there occurs any ex-right or ex-dividend event (such as distribution of dividend (excluding cash dividend), bonus issue, capitalization of capital reserves, additional issuance or placing of new Shares) between date of the announcement of the Company dated 31 October 2017 and the date of share issuance under the Proposed Non-public Issuance of A Shares. Subject to the Cap, the Board and its authorised person(s) were granted at the 2017 EGM and 2017 Class Meetings such authority as necessary for determining the final number of A Shares to be issued based on the market conditions and negotiations with the sponsor (the lead manager) with reference to the amount of proceeds to be raised and the actual amount of subscription received.

The issue price shall not be lower than both (i) 90% of the average trading price of the A Shares during the 20 trading days immediately preceding the Price Determination Date, which is calculated by dividing the total turnover of the A Shares by the total trading volume of the A Shares during the 20 trading days immediately preceding the Price Determination Date (that is, the Share Trading Price Floor) and (ii) the net asset value per share as set out at the latest audited consolidated financial statement of the Company

- 8 -

LETTER FROM THE BOARD

(that is, the NAV Price Floor). The final issue price will be determined by the Board and its authorised person(s) with the authorization by the Shareholders at the 2017 EGM and the 2017 Class Meetings and the sponsor (the lead manager) based on the price inquiry results in accordance with the price priority principle and applicable laws and regulations, after obtaining the approval documents issued by the CSRC in respect of the Proposed Non-public Issuance of A Shares. All the target subscribers will subscribe for the A Shares under the Proposed Non-public Issuance of A Shares at the same issue price in cash. COSCO Shipping will not participate in the price inquiry exercise for the Proposed Non-public Issuance of A Shares, and will accept the price inquiry results and subscribe for the A Shares at the same issue price as other target subscribers.

As set out in the 2017 EGM Circular, given the net asset value per Share as set out in the most recent audited consolidated financial statements of 2016 of the Company is RMB6.81, it is expected the minimum issue price would, subject to regulatory approval, be at least RMB6.81 (that is, the Benchmark Price). In the event that the issue price is expected to fall below the Benchmark Price, the Company will re-comply with the necessary approval requirements including, among other things, Independent Shareholders' approval requirements under the Listing Rules and for a new whitewash waiver under the Takeovers Code. The issue price will be correspondingly adjusted (taking into account the decrease in value per share attributable to the Company as a result of distribution by the Company) if there occurs any ex-right or ex-dividend event (such as distribution of dividend, bonus issue, capitalization of capital reserves, additional issuance or placing of new Shares) between the Price Determination Date and the date of share issuance under the Proposed Non- public Issuance of the A Shares.

As set out in the 2019 EGM Circular, in order to take into account also the effect of dividends and other rights events (such as bonus issue, capitalization of capital reserves, additional issuance or placing of new Shares), the Amendment Resolution has been approved in the 2019 EGM to supplement the Price Floor Mechanism such that:

if there exists between (a) the date to which the latest audited consolidated statement of financial positions is made up to, and (b) the date of share issuance under the Proposed Non- public Issuance of the A Shares any ex-right or ex-dividend events (such as distribution of dividend, bonus issue, capitalization of capital reserves, additional issuance or placing of new Shares), the NAV Price Floor shall be adjusted downwards to take into account the effect of such event(s); and
if any such ex-right/ex-dividend event takes place during the 20-trading day reference period underlying the Share Trading Price Floor, such that the Company's shares are quoted cum- right/dividend for part of the period and ex-right/dividend for the other part of the period, downward adjustments to the Share Trading Price Floor taking into account the effect of rights/dividends shall be applied to the trading prices of each cum-dividend trading day throughout the entire 20-trading day period.

The Amendment Resolution also supplemented the Proposed Non-public Issuance of A Shares such that in the event no effective bid is made after the aforesaid price inquiry exercise, the floor price deduced from the Price Floor Mechanism will be determined as the final Issue Price. The Board expected the final Issue Price to be not lower than the Benchmark Price.

- 9 -

LETTER FROM THE BOARD

COSCO Shipping shall not transfer the A Shares subscribed under the Proposed Non-public Issuance of A Shares within 36 months from the date of completion of the Proposed Non-public Issuance of A Shares. All other target subscribers shall not transfer the A Shares subscribed under the Proposed Non-public Issuance of A Shares within 12 months from the date of completion of the Proposed Non-public Issuance of A Shares.

In the 2017 EGM Circular, it was stated that the Proposed Non-public Issuance of A Shares would raise gross proceeds of RMB5.4 billion (subject to regulatory approval). The Company has also entered into the Subscription Agreement with COSCO Shipping such that the Company has conditionally agreed to issue to COSCO Shipping such number of A Shares for an amount of not more than RMB4.2 billion under the Proposed Non-public Issuance of A Shares.

It was illustrated in the 2017 EGM Circular that, assuming (i) COSCO Shipping subscribes for A Shares for RMB4.2 billion at the Benchmark Price, (ii) other targeted subscribers apart from COSCO Shipping subscribe for A Shares for an aggregate of RMB1.2 billion at the Benchmark Price, and (iii) there being no other changes to the issued share capital of the Company save for the issuance of A Shares under the Proposed Non-public Issuance of A Shares, the COSCO Shipping Concert Group's holding of voting rights in respect of all the Shares is expected to increase from approximately 38.56% to approximately 45.00% on a fully diluted basis.

As set out in the 2019 EGM Circular, in the event COSCO Shipping subscribes up to its full commitment of RMB4.2 billion under the Proposed Non-public Issuance of A Shares and the other targeted subscribers in the aggregate subscribe for less than RMB1.2 billion, the shareholding interest in the Company held by the COSCO Shipping Concert Group will exceed 45.00% on a fully diluted basis.

It was illustrated in the 2019 EGM Circular that, assuming (i) COSCO Shipping subscribes for A Shares for RMB4.2 billion at the Benchmark Price, (ii) COSCO Shipping is the sole subscriber and no other target subscriber subscribes under the Proposed Non-public Issuance of A Shares such that a total gross proceeds of RMB4.2 billion is raised, and (iii) there being no other changes to the issued share capital of the Company save for the issuance of A Shares under the Proposed Non-public Issuance of A Shares, the COSCO Shipping Concert Group's holding of voting rights in respect of all the Shares is expected to increase from approximately 38.56% to approximately 46.71% on a fully diluted basis.

Accordingly, while the proceeds to be raised under the Proposed Non-public Issuance of A Shares are subject to a maximum of RMB5.4 billion, the actual amount that may be raised is subject to the results of the price inquiry exercise to be conducted pursuant to the Proposed Non-public Issuance of A Shares, and that the resultant shareholding structure of the Company following completion of the Proposed Non-public Issuance of A Shares shall be adjusted accordingly based on the combination of the level of participation by other investors in the Proposed Non-public Issuance of A Shares and the Price Floor Mechanism.

As disclosed in the 2017 EGM Circular, the Board considered that the Proposed Non-public Issuance of A Shares is conducive to the comprehensive and sustainable development of the Company's business and would provide funding for the Company's further development in its maritime transportation business.

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LETTER FROM THE BOARD

As set out in the 2019 EGM Circular, the intended use of proceeds to be raised from the Proposed Non-public Issuance of A Shares shall remain the same as to that disclosed in the 2017 EGM Circular (that is, the construction of 14 oil tankers and completion of acquisition of two Panamax oil tankers previously entered into).

As at the Latest Practicable Date, the construction of 14 oil tankers were still in progress and the acquisition of two Panamax oil tankers has completed. Certain instalments of the construction payment for the 14 oil tankers have already been made and the acquisition price of the two Panamax oil tankers has been fully paid with the internal resources of the Group. The amount used for the aforementioned payments prior to completion of the Proposed Non-public Issuance of A Shares will be substituted and replenished by the proceeds to be raised from the Proposed Non-public Issuance of A Shares in accordance with the relevant procedures as required by applicable laws and regulations.

Extension Resolutions

Considering that (i) the validity period of the Shareholders' resolutions relating to the Proposed Non- public Issuance of A Shares which was approved by the then Independent Shareholders at the 2017 EGM, 2017 Class Meetings, 2018 EGM, and 2018 Class Meetings; and (ii) the validity period of the authorisation granted to the Board and any person authorised by the Board to handle all matters relating to the Proposed Non-public Issuance of A Shares, which was approved by the then Independent Shareholders at the 2017 EGM, 2017 Class Meetings, 2018 EGM, and 2018 Class Meetings, will expire on 17 December 2019, the Board proposed to convene the EGM and the Class Meetings for the Independent Shareholders to consider

the Share Issuance Extension Resolution and (ii) the Board Authorisation Extension Resolution, in order to extend the validity period of the Shareholders' resolutions relating to the Proposed Non-public Issuance of A Shares and the authorisation granted to the Board and any person authorised by the Board to handle all matters relating to the Proposed Non-public Issuance of A Shares for a further period of 12 months, i.e. commencing from 18 December 2019 to 17 December 2020 by way of special resolutions.

Save for the extensions of the validity period of the Shareholders' resolutions relating to the Proposed Non-public Issuance of A Shares, and the authorisation granted to the Board and any person authorised by the Board to handle all matters relating to the Proposed Non-public Issuance of A Shares for a further period of 12 months, i.e. commencing from 18 December 2019 to 17 December 2020, there is no other change to the terms of the Proposed Non-public Issuance of A Shares previously disclosed by the Company.

COSCO Shipping and parties acting in concert with it and those Shareholders who are involved in or interested in the Proposed Non-public Issuance of A Shares will abstain from voting on the Extension Resolutions to be proposed at the EGM and the Class Meetings.

IV. Reasons for and benefits of the Extension Resolutions

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LETTER FROM THE BOARD

before the expiry of the validity period of the Shareholders' resolutions relating to the Proposed Non-public Issuance of A Shares. As such, the Board is of the view that it is necessary and in the interests of the Company and its Shareholders as a whole to approve the Extension Resolutions.

Implications under the Takeovers Code

As at the Latest Practicable Date, COSCO Shipping and its associates hold the voting rights in respect of 1,554,631,593 A Shares and no H Shares, representing approximately 38.56% of the total issued share capital of the Company.

Upon completion of the Proposed Non-public Issuance of A Shares and assuming the Subscription is undertaken at the Benchmark Price, it is expected that the COSCO Shipping Concert Group's holding of voting rights in respect of all the Shares will increase to a maximum of approximately 46.71% on a fully diluted basis from its current aggregate holding of approximately 38.56% of all the Shares (and the actual level of shareholding interests in the Company held by the COSCO Shipping Concert Group will depend on the final Issue Price and the level of participation by the other target subscriber(s)). As a result of such acquisition of voting rights in the Company, without the New Whitewash Waiver granted pursuant to the Takeovers Code, COSCO Shipping will incur an obligation to make a mandatory offer under Rule 26 of the Takeovers Code for all the Shares other than those already held or agreed to be acquired by the COSCO Shipping Concert Group.

The Executive granted the New Whitewash Waiver on 24 July 2019, subject to (i) the issue of the new securities and the Amendment Resolution on the Proposed Non-public Issuance of A Shares being approved by a vote of the Independent Shareholders at a general meeting of the Company, to be taken on a poll; and (ii) unless the Executive gives prior consent, no acquisition or disposal of voting rights of the Company being made by COSCO Shipping and parties acting in concert with it between the date of the announcement of the Company on 31 October 2017 and the completion of the Subscription. The aforementioned condition (i) imposed by the Executive has been duly fulfilled as at the Latest Practicable Date.

It is also set out in the New Whitewash Waiver granted by the Executive that COSCO Shipping and parties acting in concert with it should continue to comply fully with Schedule VI to the Takeovers Code. If there is any non-compliance with the Takeovers Code or any material change to the information provided, the Executive should be advised immediately so that the Executive can determine whether the New Whitewash Waiver remains valid.

COSCO Shipping has confirmed that it and parties acting in concert with it have fully complied with and will continue to comply with Schedule VI to the Takeovers Code, in particular, unless the Executive gives prior consent, no acquisition or disposal of voting rights of the Company was and will be made by COSCO Shipping and parties acting in concert with it between the date of the announcement of the Company on 31 October 2017 and the completion of the Subscription.

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LETTER FROM THE BOARD

of 12 months, i.e. commencing from 18 December 2019 to 17 December 2020, there is no other change to the terms of the Proposed Non-public Issuance of A Shares previously disclosed by the Company. Therefore, the passing of the Extension Resolutions will not affect the validity of the New Whitewash Waiver.

VI. Information of the Company and COSCO Shipping

The Company

The Company is a joint stock company established under the laws of the PRC with limited liability, the H shares of which are listed on the Main Board of the Hong Kong Stock Exchange and the A shares of which are listed on the Shanghai Stock Exchange. The Group is principally engaged in investment holding, oil shipment along the coast of the PRC and internationally, liquefied natural gas shipment, international chemical transportation and vessel chartering.

COSCO Shipping

COSCO Shipping is a state-owned enterprise and is the indirect controlling shareholder of the Company through China Shipping. COSCO Shipping is principally engaged in international shipping, ancillary business in international maritime transportation, import and export of goods and technologies, international freight agency business, leasing of self-owned vessels, sales of vessels, containers and steel and maritime engineering.

VII. Recommendation

The Independent Board Committee, after considering the advice from the Independent Financial Adviser, is of the view that while the Extension Resolutions and the Subscription are not conducted in the ordinary and usual course of business of the Group, the terms of the Extension Resolutions and the Subscription Agreement on normal commercial terms and that the Extension Resolutions and the Subscription are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the Extension Resolutions.

The Directors (excluding the independent non-executive Directors whose view is set out in the section headed "Letter from the Independent Board Committee" in this circular below) are of the view that the Extension Resolutions and the Subscription are in the interests of the Company and the Shareholders as a whole. Therefore, the Directors recommend the Independent Shareholders to vote in favour of the Extension Resolutions at the EGM and the H Shares Class Meeting.

Your attention is drawn to (i) the letter from the Independent Board Committee set out on pages 16 to 17 of this circular which contains its recommendation to the Independent Shareholders on the Extension Resolutions, and (ii) the letter from the Independent Financial Adviser set out on pages 18 to 27 of this circular containing its advice to the Independent Board Committee and the Independent Shareholders as regards the Extension Resolutions and the principal factors considered by it in arriving thereat.

The Independent Shareholders are advised to read the aforesaid letters before deciding as to how to vote on the Extension Resolutions.

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LETTER FROM THE BOARD

EGM AND H SHARES CLASS MEETING

The EGM and H Shares Class Meeting will be held at 10:00 a.m. (in the order of the EGM, A Shares Class Meeting and H Shares Class Meeting) on Tuesday, 17 December 2019 at 3rd Floor, Ocean Hotel, No. 1171 Dongdaming Road, Hongkou District, Shanghai, the PRC.

A notice convening the EGM to be held at 10:00 a.m. on Tuesday, 17 December 2019 at 3rd Floor, Ocean Hotel, No. 1171 Dongdaming Road, Hongkou District, Shanghai, the PRC was despatched to the Shareholders on 1 November 2019, which is reproduced on pages EGM-1 to EGM-4 of this circular. A notice convening the H Shares Class Meeting to be held at 10:00 a.m. on Tuesday, 17 December 2019 at 3rd Floor, Ocean Hotel, No. 1171 Dongdaming Road, Hongkou District, Shanghai, the PRC (in the order of the EGM, A Shares Class Meeting and H Shares Class Meeting) was despatched to the Shareholders on 1 November 2019, which is reproduced on pages HCM-1 to HCM-3 of this circular. The respective proxy forms and reply slips for use at the EGM and the H Share Class Meeting were despatched on 1 November 2019.

Whether or not you intend to attend the EGM and/or the H Share Class Meeting, you are requested to complete and return the proxy forms (for use at the EGM and/or the H Share Class Meeting) 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 H Shareholders) or the Office of the Board of Directors of the Company at 7th Floor, 670 Dongdaming Road, Hongkou District, Shanghai, the PRC (in case of A Shareholders) but in any event not less than 24 hours before the time appointed for the holding of the EGM and/or the H Share Class Meeting (or any adjournment thereof). 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.

In respect of the Extension Resolutions, COSCO Shipping, being a subscriber under the Proposed Non-public Issuance of A Shares, has a material interest in the Proposed Non-public Issuance of A Shares. Therefore, COSCO Shipping and parties acting in concert with it and those Shareholders who are involved in or interested in the Proposed Non-public Issuance of A Shares will abstain from voting on the Extension Resolutions to be proposed at the EGM and the Class Meetings.

CLOSURE OF REGISTER OF MEMBERS

The H Share register of the Company is closed from Saturday, 16 November 2019 to Tuesday, 17 December 2019 (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 on Tuesday, 17 December 2019 are entitled to attend and vote at the EGM and the H Shares Class Meeting after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the EGM and the H Shares Class Meeting, 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 Friday, 15 November 2019.

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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

H Shareholders, who intend to attend the EGM and/or the H Shares Class Meeting, must complete the reply slips for attending the EGM and/or the H Shares Class Meeting and return them to the Office of the Board of Directors of the Company not later than 20 days before the date of the EGM and/or the H Shares Class Meeting, i.e. no later than Wednesday, 27 November 2019.

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

7th Floor, 670 Dongdaming Road Hongkou District, Shanghai, The People's Republic of China Postal Code: 200080

Tel: 86(21) 6596 6666

Fax: 86(21) 6596 6160

In accordance with the Listing Rules, the resolutions to be put forward at the EGM and the Class Meetings will be voted by way of poll.

GENERAL INFORMATION

Should there be any discrepancies between the English and Chinese versions of this circular (excluding Appendix I to Appendix IV), the English version shall prevail.

FURTHER INFORMATION

The completion of the Proposed Non-public Issuance of A Shares and the Subscription are subject to the satisfaction of certain conditions. Accordingly, the Proposed Non-public Issuance of A Shares and the Subscription may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and are recommended to consult their stockbroker, bank manager, solicitor or other professional adviser if they are in any doubt about their position and as to actions they should take.

By order of the Board

COSCO SHIPPING Energy Transportation Co., Ltd.

Yao Qiaohong

Company Secretary

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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)

25 November 2019

To the Independent Shareholders

Dear Sir or Madam,

EXTENSION OF VALIDITY PERIOD OF SHAREHOLDERS' RESOLUTIONS AND AUTHORISATION GRANTED TO THE BOARD TO HANDLE ALL MATTERS RELATING TO THE PROPOSED NON-PUBLIC

ISSUANCE OF A SHARES

We refer to the circular of the Company dated 25 November 2019 (the "Circular"), of which this letter forms part. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Circular.

We have been appointed as members of the Independent Board Committee to advise the Independent Shareholders in respect of the Extension Resolutions and the Subscription, details of which are set out in the "Letter from the Board" in the Circular. Messis Capital Limited has been appointed as the Independent Financial Adviser with our approval to advise the Independent Board Committee and the Independent Shareholders in this regard.

We wish to draw your attention to the "Letter from the Board" set out on pages 6 to 15 of the Circular and the "Letter from the Independent Financial Adviser" set out on pages 18 to 27 of the Circular and the additional information set out in the appendices of this Circular.

Having taken into account, among other things, the principal factors and reasons considered by, and the advice of, the Independent Financial Adviser as set out in the "Letter from the Independent Financial Adviser" in the Circular, we concur with the view of the Independent Financial Adviser and consider that while the Extension Resolutions and the Subscription are not conducted in the ordinary and usual course of business of the Group, the terms of the Extension Resolutions and the Subscription are on normal commercial terms and that the Extension Resolutions and the Subscription are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

* For identification purposes only

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Accordingly, we recommend you to vote in favour of the resolutions to be proposed at the EGM and the relevant Class Meeting for approving the Extension Resolutions.

	Yours faithfully,
	Independent Board Committee
Ruan Yongping	Ip Sing Chi
Rui Meng	Teo Siong Seng
	Independent non-executive Directors

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter from Messis Capital Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Extension Resolutions, for the purpose of inclusion in this circular.

25 November 2019

To: The Independent Board Committee and the Independent Shareholders of

COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.*

Dear Sir or Madam,

EXTENSION OF VALIDITY PERIOD OF SHAREHOLDERS' RESOLUTIONS AND

AUTHORISATION GRANTED TO THE BOARD TO HANDLE ALL MATTERS RELATING

TO THE PROPOSED NON-PUBLIC ISSUANCE OF A SHARES

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders to advise the Independent Board Committee and the Independent Shareholders in respect of the Extension Resolutions, details of which are set out in the letter from the Board (the "Letter from the Board") contained in the circular of the Company to the Shareholders dated 25 November 2019 (the "Circular"), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

At the 2019 EGM and the 2019 Class Meetings held on 26 July 2019, the then Independent Shareholders approved, among others, the Amendment Resolution.

Considering that (i) the validity period of the Shareholders' resolutions relating to the Proposed Non- public Issuance of A Shares which was approved by the then Independent Shareholders at the 2017 EGM, 2017 Class Meetings, 2018 EGM, and 2018 Class Meetings; and (ii) the validity period of the authorisation granted to the Board and any person authorised by the Board to handle all matters relating to the Proposed Non-public Issuance of A Shares, which was approved by the then Independent Shareholders at the 2017 EGM, 2017 Class Meetings, 2018 EGM and 2018 Class Meetings, will expire on 17 December 2019, the Board proposed to convene the EGM and the Class Meetings for the Independent Shareholders to consider

the Share Issuance Extension Resolution and (ii) the Board Authorisation Extension Resolution, in order to extend the validity period of the Shareholders' resolutions relating to the Proposed Non-public Issuance of A Shares and the authorisation granted to the Board and any person authorised by the Board to handle all matters relating to the Proposed Non-public Issuance of A Shares for a further period of 12 months, i.e. commencing from 18 December 2019 to 17 December 2020 by way of special resolutions. Save for the extensions of the validity period of the Shareholders' resolutions relating to the Proposed Non-public Issuance of A Shares, and the authorisation granted to the Board and any person authorised by the Board to handle all matters relating to the Proposed Non-public Issuance of A Shares for a further period of 12 months, i.e. commencing from 18 December 2019 to 17 December 2020, there is no other change to the terms of the Proposed Non-public Issuance of A Shares previously disclosed by the Company. Therefore, the passing of the Extension Resolutions will not affect the validity of the New Whitewash Waiver.

As at the Latest Practicable Date, COSCO Shipping and its associates control or are entitled to exercise control over the voting rights in respect of 1,554,631,593 A Shares and no H Shares, representing approximately 38.56% of all the issued Shares in the Company. Accordingly, COSCO Shipping is a controlling Shareholder and therefore a connected person of the Company. The Subscription constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules and is therefore subject to the reporting, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules. Accordingly, the Extension Resolutions are also subject to the reporting, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules. COSCO Shipping, being a subscriber under the Proposed Non-public Issuance of A Shares, has a material interest in the Proposed Non-public Issuance of A Shares. Therefore, COSCO Shipping and parties acting in concert with it and those Shareholders who are involved in or interested in the Proposed Non-public Issuance of A Shares will abstain from voting on the resolutions to be proposed at the EGM and the Class Meetings to approve the Extension Resolutions.

Mr. Feng Boming, Mr. Zhang Wei and Ms. Lin Honghua, who are non-executive Directors, hold directorship(s) or act as senior management in COSCO Shipping and/or its subsidiaries other than the Group, and accordingly, Mr. Feng Boming, Mr. Zhang Wei and Ms. Lin Honghua have therefore abstained from voting on the relevant Board resolutions approving the Extension Resolutions. Save as aforementioned, none of the other Directors has a material interest in the Proposed Non-public Issuance of A Shares and the Subscription, and therefore no other Director has abstained from voting on such Board resolutions.

The Independent Board Committee (comprising all independent non-executive Directors namely, Mr. Ruan Yongping, Mr. Ip Sing Chi, Mr. Rui Meng, and Mr. Teo Siong Seng) has been formed in accordance with Chapter 14A of the Listing Rules to advise the Independent Shareholders on the Extension Resolutions.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We, Messis Capital Limited, have been appointed as the Independent Financial Adviser with the approval of the Independent Board Committee in accordance with the Listing Rules to advise the Independent Board Committee and the Independent Shareholders in these regards and to give our opinion for the Independent Board Committee's consideration when making their recommendations to the Independent Shareholders.

As at the Latest Practicable Date, we did not have any relationships with or interests in the Company and any other parties that could reasonably be regarded as relevant to our independence. Apart from normal professional fees payable to us in connection with this appointment as the Independent Financial Adviser, no arrangement exists whereby we will receive any fees or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence. During the past two years, we were appointed as an independent financial adviser for the Company on four occasions, details of which are set out in the Company's circular dated (i) 4 December 2017 in relation to the Proposed Non-public Issuance of A Shares and the Subscription; (ii) 30 November 2018 in relation to the extension resolutions in relation to the Non- public Issuance of A Shares for a further period of 12 months from 18 December 2018 to 17 December 2019; (iii) 30 November 2018 in relation to major and continuing connected transactions; and (iv) 5 July 2019 in relation to the amendment to the terms of the Proposed Non-public Issuance of A Shares. During the past two years, we were also appointed as an independent financial adviser for (a) COSCO SHIPPING Development Co., Ltd. (stock code: 2866), a connected person of the Company, for four occasions, details of which are set out in its circulars dated (i) 10 May 2018 in relation to the extension of validity period of resolutions regarding revised proposed non-public issuance of A shares; (ii) 4 September 2018 in relation to continuing connected transaction; (iii) 10 May 2019 in relation to further extension of validity period of resolutions regarding the revised proposed non-public issuance of A Shares; and (iv) 5 August 2019 in relation to a continuing connected transaction; and (b) COSCO SHIPPING Holdings Co., Ltd (stock code 1919), another connected person of the Company for one occasion, details of which are set out in its announcement dated 30 October 2019 in relation to continuing connected transactions. Notwithstanding the above, the previous engagements with the Company and its connected persons would not affect our independence from the Company and we are independent from the Company pursuant to Rule 13.84 of the Listing Rules, in particular that we did not serve as a financial adviser to (i) the Company, (ii) COSCO Shipping or its subsidiaries, and (ii) any core connected person of the Company within 2 years prior to 8 November 2019, being date of making our independence declaration to the Hong Kong Stock Exchange pursuant to Rule 13.85(1) of the Listing Rules.

BASIS OF OUR OPINION

In arriving at our recommendations, we have relied on the statements, information and representations contained in the Circular and the information and representations provided to us by the Company, the Directors and the management of the Company. We have assumed that all information, representations and opinions contained or referred to in the Circular and all information and representations which have been provided by the Company, the Directors and the management of the Company for which they are solely and wholly responsible, are true and accurate at the time they were made and will continue to be accurate as at the Latest Practicable Date. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the management of the Company.

The Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

knowledge and belief the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement therein or the document misleading.

We consider that we have been provided with sufficient information on which to form a reasonable basis for our opinion. We have no reason to suspect that any relevant information has been withheld, nor are we aware of any material facts or circumstances which would render the information provided and representations made to us untrue, inaccurate or misleading. We consider that we have performed all the necessary steps to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our opinion. We have not, however, carried out any independent verification of the information provided by the Company, the Directors and the management of the Company, nor have we conducted an independent investigation into the business and affairs of the Group and any parties in relation to the Extension Resolutions.

This letter is issued for the information of the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the Extension Resolutions. Except for its inclusion in the Circular, this letter is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinions and recommendations, we have taken into consideration the following principal factors and reasons:

1. Background and Reasons for the Extension Resolutions

The Company is a joint stock company established under the laws of the PRC with limited liability, the H Shares of which are listed on the Main Board of the Hong Kong Stock Exchange and the A Shares of which are listed on the Shanghai Stock Exchange. The Group is principally engaged in investment holding, oil shipment along the coast of the PRC and internationally, international liquefied natural gas shipment, international chemical transportation and vessel chartering.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

the Board and any person authorised by the Board to handle all matters relating to the Proposed Non- public Issuance of A Shares for a further period of 12 months, i.e. commencing from 18 December 2018 to 17 December 2019.

At the 2019 EGM and the 2019 Class Meetings held on 26 July 2019, the then Independent Shareholders approved, among others, the Amendment Resolution.

Further, it is also set out in the New Whitewash Waiver granted by the Executive that COSCO Shipping and parties acting in concert with it should continue to comply fully with Schedule VI to the Takeovers Code. If there is any non-compliance with the Takeovers Code or any material change to the information provided, the Executive should be advised immediately so that the Executive can determine whether the Whitewash Waiver remains valid. COSCO Shipping has confirmed that it and parties acting in concert with it have fully complied with and will continue to comply with Schedule VI to the Takeovers Code, in particular, unless the Executive gives prior consent, no acquisition or disposal of voting rights of the Company was and will be made by COSCO Shipping and parties acting in concert with it between the date of the announcement of the Company on 31 October 2017 and the completion of the Subscription.

On 25 October 2019, the Issuance Examination Committee of the CSRC (中國證監會發行審核委員會) has reviewed and approved the Company's application for the Proposed Non-public Issuance of A Shares. However, since it takes time for the CSRC to issue the written approval documents to the Company and for the Company to prepare and arrange for the Proposed Non-public Issuance of A Shares, it is uncertain whether the Company would be able to complete the Proposed Non-public Issuance of A Shares before the expiry of the validity period of the Shareholders' resolutions relating to the Proposed Non-public Issuance of A Shares. As such, the Board is of the view that it is necessary and in the interests of the Company and its Shareholders as a whole to approve the Extension Resolutions.

Based on the above, we concur with the view of the Directors that it is in the interests of the Company and the Shareholders to extend the validity periods of the Shareholders' resolutions regarding the Proposed Non-public Issuance of A Shares passed at the 2017 EGM, 2017 Class Meetings, 2018 EGM and 2018 Class Meetings and authorization granted to the Board and any person authorized by the Board to handle all matters in connection with the Proposed Non-public Issuance of A Shares passed at the 2017 EGM, 2017 Class Meetings, 2018 EGM and 2018 Class Meetings for a further period of 12 months, commencing from 18 December 2019.

2. Benefits of the Proposed Non-public Issuance of A Shares and the Subscription

As disclosed in the 2017 EGM Circular, the Board considers that the Proposed Non-public Issuance of A Shares is conducive to the comprehensive and sustainable development of the Company's business and would provide funding for Company's further development in its maritime transportation business.

On 30 October 2017, the Board has approved the Proposed Non-public Issuance of A Shares, pursuant to which the Company will issue a maximum of 806,406,572 A Shares (subject to adjustment) to not more than 10 specific target subscribers, including COSCO Shipping, which would

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

raise gross proceeds of RMB5.4 billion (inclusive of the subscription for an amount of not more than RMB4.2 billion by COSCO Shipping pursuant to the Subscription Agreement) and that the net proceeds from the Proposed Non-public Issuance of A Shares (after deducting all applicable costs and expenses incurred in connection with the Proposed Non-public Issuance of A Shares estimated to be approximately RMB24 million) are expected to be approximately RMB5.38 billion, which are intended to use (i) as to approximately RMB4.99 billion for the construction of 14 oil tankers; and (ii) as to approximately RMB0.41 billion for the completion of acquisition of two Panamax oil tankers previously entered into. As at the Latest Practicable Date, the construction of 14 oil tankers were still in progress and the acquisition of two Panamax oil tankers has completed. Certain instalments of the construction payment for the 14 oil tankers have already been made and the acquisition price of the two Panamax oil tankers has been fully paid with the internal resources of the Group. The amount used for the aforementioned payments prior to completion of the Proposed Non-public Issuance of A Shares will be substituted and replenished by the proceeds to be raised from the Proposed Non-public Issuance of A Shares in accordance with the relevant procedures as required by applicable laws and regulations. To the extent the actual proceeds to be raised from the Proposed Non-public Issuance of A Shares are less than the aggregate amount of the proceeds as per the above allocation, the Company will make up for the shortfall by utilising its internal resources or other means of financing. As disclosed in the 2017 EGM Circular and the 2019 EGM Circular, the long term capital raised from the Proposed Non-public Issuance of A Shares would optimise the Company's capital structure and reduce the Company's consolidated debt-to-asset ratio and the acquisition of the oil tankers can supplement and upgrade its shipping capacity on a timely basis and optimise the age composition of the fleet further to maintain and increase its shipping capacity and reduce its fleeting operating costs.

Alternative financing

According to the interim report of the Company for the six months ended 30 June 2019, as at 30 June 2019, the cash and cash equivalents were approximately RMB4.2 billion, which is expected to meet capital needs of regular operating cash flows of the Group. Further, taking into account the high net-debt-to-equity ratio (as calculated by net debt over total equity) of approximately 89% as at 30 June 2019, raising capital from debt financing may lead to increase in the Company's gearing position. In contrast, raising funds by equity financing from issuance of A Shares could improve the leverage position of the Group.

As advised by the Directors, the Company has also considered other means of equity financing such as private placement of H Shares, right issue or open offer. However, given that the issued H Share capital of the Company is significantly lower than the issued A Share capital of the Company, the expected size of fund to be raised will be less than approximately RMB5.4 billion. In addition, there is a significant premium of the price of A Shares trading on the Shanghai Stock Exchange over the price of H Shares trading on the Hong Kong Stock Exchange. If the Company conducts a fund raising exercise by issuing both new A Shares and new H Shares, assuming a pricing basis of not less than the average trading price of the A Share in the 20 trading days preceding the base day, the issue price will represent a premium over the historical trading prices of H Shares which the H Shareholders are not likely to subscribe the new H Shares.

- 23 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The chart below illustrates a comparison between the daily closing prices of the A Share and the daily closing price of the H Share (presented in RMB equivalent based on an exchange rate of RMB1 to HK1.1090) from 29 April 2019 up to the last trading day before the Extension Resolutions Announcement (the "Review Period"):

	8.00
	7.00
(Rmb)	6.00

Price	5.00

Closing	4.00

	3.00
	2.00
	29/4/2019	29/5/2019	29/6/2019	29/7/2019	29/8/2019	29/9/2019
			Date
			H share	A share

Sources: Website of Hong Kong Stock Exchange and 巨潮資訊網 (Cninfo*, www.cninfo.com.cn, being

a website designated by the CSRC for the purpose of information disclosure)

During the Review Period, the closing prices of the H Share were in the range of HK$3.13 (or approximately RMB2.82) to HK$5.2 (or approximately RMB4.69) as per H Share and the closing prices of the A Share were in the range of RMB5.63 to RMB7.47 as per A Share.

In other words, the closing prices of H shares were lower than those of A Shares during the Review Period. If the Company were to conduct a fund-raising exercise by issuance of new H Shares with a proceed of approximately RMB5.4 billion, assuming that an equivalent pricing basis is adopted to determine the benchmark price for the H Shares issuance, the number of H Shares to be issued will be substantially more than that required for the Revised Proposed Non-public Issuance of A Shares. This would lead to a greater dilution effect on the shareholding of the existing Shareholders and would not be in the interests of the Independent Shareholders.

Based on the above, we concur the views from the Directors that the Proposed Non- public Issuance of A Shares, the Subscription and hence the Extension Resolutions are in the interests of the Company and the Shareholders as a whole.

3. Terms of the Proposed Non-public Issuance of A Shares and Subscription

Save for the (i) the extension of the validity period of the then Shareholders' resolutions relating to the Proposed Non-public Issuance of A Shares, for a further period of 12 months, commencing from 18 December 2019; and (ii) the extension of the validity period of the authorization granted to the Board and any person authorized by the Board to handle all matters

- 24 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

relating to the Proposed Non-public Issuance of A Shares, for a further period of 12 months, commencing from 18 December 2019, all other terms of the Proposed Non-public Issuance of A Shares and the Subscription remain unchanged and in full force and effect.

In particular, as disclosed in the 2017 EGM Circular and the 2019 EGM Circular, the Issue Price shall not be lower than both (i) the Share Trading Price Floor and (ii) the NAV Price Floor. As disclosed in the 2017 EGM Circular, as at the latest practicable date thereof, given that the net asset value per Share as set out in the audited consolidated financial statements of 2016 of the Company is RMB6.81, on such basis, it was expected that the minimum issue price would, subject to regulatory approval, be at least RMB6.81 (that is, the Benchmark Price). According to the annual report of the Company for the year ended 31 December 2018, the Group recorded a net asset value per Share of approximately RMB6.972 per Share (after taking into accounts for the distribution of the final dividend of RMB0.02 per Share), which is higher than the Benchmark Price.

In the event that the Issue Price is expected to fall below the Benchmark Price, the Company will re-comply with the necessary approval requirements including, among other things, Independent Shareholders' approval requirements under the Listing Rules and for a new whitewash waiver under the Takeovers Code. As disclosed in the 2019 EGM Circular and approved by the then Independent Shareholders at the 2019 Class Meetings, If there exists between (a) the date to which the latest audited consolidated statement of financial positions is made up to, and (b) the date of share issuance under the Proposed Non-public Issuance of the A Shares any ex-right or ex-dividend events (such as distribution of dividend, bonus issue, capitalization of capital reserves, additional issuance or placing of new Shares), the NAV Price Floor shall be adjusted downwards to take into account the effect of such event(s); and if any such ex-right/ex-dividend event takes place during the 20-trading day reference period underlying the Share Trading Price Floor, such that the Company's shares are quoted cum-right/dividend for part of the period and ex-right/dividend for the other part of the period, downward adjustments to the Share Trading Price Floor taking into account the effect of rights/ dividends shall be applied to the trading prices of each cum-dividend trading day throughout the entire 20-trading day period.

We noted that the subscription price is determined based on certain PRC regulations (including《關於修改〈上市公司非公開發行股票實施細則〉的決定》 (Decision on Amending Implementing Rules on Non-Public Issuance of Shares by Listed Companies*) published by CSRC on 17 February 2017 and 《發行監管問答 - 關於引導規範上市公司融資行為的監管要求》(the Issuance Regulatory Questions and Answers - Regulatory Requirements regarding Guiding and Regulating Listed Companies' Financing Activities*) published by the CSRC on 17 February 2017 and revised on 9 November 2018 (collectively, the "New PRC Regulations")) and the "Measure for Administration of the Issuance of Securities by Listed Companies" 《( 上市公司證券發行管理辦法》) (the "Measures") and acknowledged that the basis of determining the issue price is in compliance with the regulations of the PRC.

The final Issue Price will be determined by the Board and its authorised person(s) with the authorization by the Shareholders at the 2017 EGM and the 2017 Class Meetings and the sponsor (the lead manager) based on the price inquiry results in accordance with the price priority principle and applicable laws and regulations, after obtaining the approval documents issued by the CSRC in respect of the Proposed Non-public Issuance of A Shares. All the target subscribers will subscribe for

- 25 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

the A Shares under the Proposed Non-public Issuance of A Shares at the same issue price in cash. COSCO Shipping will not participate in the price inquiry exercise for the Proposed Non-public Issuance of A Shares, and will accept the price inquiry results and subscribe for the A Shares at the same issue price as other target subscribers. In the event no effective bid is made after the aforesaid price inquiry exercise, the floor price deduced from the Price Floor Mechanism will be determined as the final Issue Price.

According to the 2017 EGM Circular, COSCO Shipping shall not transfer the A Shares subscribed under the Proposed Non-public Issuance of A Shares within 36 months from the date of the completion of the Proposed Non-public Issuance of A Shares. All other target subscribers shall not transfer the A Shares subscribed under the Proposed Non-public Issuance of A Shares within 12 months from the date of the completion of the Proposed Non-public Issuance of A Shares. Having considered that the above lock-up periods were determined in accordance with the New PRC Regulations, which stipulates that the lock-up period of shares shall be 36 months for share issued to certain categories of subscribers (including controlling shareholders, actual controllers and strategic investors introduced by the board of the listed issuer), and 12 months for share issued to other types of subscribers, we are of the view that the terms of the Subscription Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

Given that (i) the subscription price will reflect the then latest market prices of the A Shares;

the basis of the subscription price is in compliance with the New PRC Regulations and the Measures; (iii) all subscribers will subscribe the A Shares at the same subscription price and (iv) save for the Extension Resolutions, all other terms of the Proposed Non-public Issuance of A Shares and the Subscription remain unchanged and in full force and effect, we concur with the Directors that the Extension Resolutions are fair and reasonable so far as the Independent Shareholders are concerned.

Having taking into consideration that (i) there is no change in the proposed use of net proceeds as disclosed in the 2017 EGM Circular, 2018 EGM Circular and 2019 EGM Circular, and such usage is in line with the business strategy of the Group; (ii) the Proposed Non-public Issuance of A Shares and the Subscription is in the interests of the Company and the Shareholders as a whole; (iii) save for the Extension Resolutions, all other terms of the Proposed Non-public Issuance of A Shares remain unchanged and in full force and effect and hence terms of the Proposed Non-public Issuance of A Shares and the Subscription are fair and reasonable so far as the Independent Shareholders are concerned; (iv) the Issuance Examination Committee of CSRC (中國證監會發行審核委員會) has reviewed and approved the application for the Non-public Issuance of A Shares and it takes time for the CSRC to issue the written approval documents to the Company and for the Company to prepare and arrange the Proposed Non-public Issuance of A Shares; (v) it is uncertain whether the Company would be able to complete the Proposed Non-public Issuance of A Shares before the expiry of the validity periods of the then Shareholders' resolutions relating to the Proposed Non-public Issuance of A Shares and the authorization granted to the Board and any person authorized by the Board to handle all matters relating to the Proposed Non-public Issuance of A Shares, we concur with the Directors' view that the Extension Resolutions are in the interests of the Company and the Shareholders as a whole.

- 26 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION AND CONCLUSION

Having taken into account the above-mentioned principal factors and reasons regarding the Extension Resolutions and the Subscription, we are of the view that while the Extension Resolutions and the Subscription are not conducted in the ordinary and usual course of business of the Group, the terms of the Extension Resolutions and the Subscription are on normal commercial terms and that the Extension Resolutions and the Subscription are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders, as well as the Independent Board Committee to recommend the Independent Shareholders, to vote in favour of the Extension Resolutions to be proposed at the EGM and the Class Meetings.

Yours faithfully,

For and on behalf of

Messis Capital Limited

Vincent Cheung

Managing Director

Mr. Vincent Cheung is a licensed person registered with the Securities and Futures Commission and regarded as a responsible officer of Messis Capital Limited to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO and has over 10 years of experience in corporate finance industry.

* For identification purposes only

- 27 -

APPENDIX I	PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

The full text of the Proposed Amendments to the Articles of Association is set out below.

Existing articles	To be amended as

Article 1 These Articles of Association are formulated	Article 1 These Articles of Association are formulated
pursuant to the Company Law of the People's Republic	pursuant to the Company Law of the People's Republic
of China ("Company Law"), Securities Law of the	of China ("Company Law"), Securities Law of the
People's Republic of China ("Securities Law"), Special	People's Republic of China ("Securities Law"), Special
Regulations on Overseas Offerings and Listing of Shares	Regulations on Overseas Offerings and Listing of Shares
by Joint Stock Limited Companies ("Special	by Joint Stock Limited Companies ("Special
Regulations"), Mandatory Provisions for the Articles of	Regulations"), Mandatory Provisions for the Articles of
Association of Companies to be Listed Overseas	Association of Companies to be Listed Overseas
("Mandatory Provisions"), Standards for the	("Mandatory Provisions"), Standards for the
Governance of Listed Companies (Standards for	Governance of Listed Companies ("Standards for
Governance), Guide to Articles of Association of	Governance"), Guide to Articles of Association of
Listed Companies, the Rules Governing the Listing of	Listed Companies, the Rules Governing the Listing of
Securities on the SEHK and the Letter of Opinions	Stocks on Shanghai Stock Exchange, the Rules
regarding the Supplementary Amendment of the Articles	Governing the Listing of Securities on The Stock
of Association by Companies Seeking Listing in Hong	Exchange of Hong Kong Limited and the Letter of
Kong and other relevant regulations, in order to protect	Opinions regarding the Supplementary Amendment of
the legitimate rights and interests of COSCO SHIPPING	the Articles of Association by Companies Seeking
Energy Transportation Co., Ltd. ("the Company") and	Listing in Hong Kong and other relevant regulations,
shareholders and creditors thereof and to regulate the	in order to protect the legitimate rights and interests of
organization and behavior of the Company.	COSCO SHIPPING Energy Transportation Co., Ltd.
	("the Company") and shareholders and creditors thereof
	and to regulate the organization and behavior of the
	Company.

- I-1 -

APPENDIX I		PROPOSED AMENDMENTS TO
		THE ARTICLES OF ASSOCIATION


	Existing articles		To be amended as

Article 27 The Company may increase its capital by the	Article 27 The Company may increase its capital by the
following means in the light of its business and	following means in the light of its business and
development needs and in accordance with laws,	development needs and in accordance with laws,
regulations and resolutions made at general meetings:	regulations and resolutions made at general meetings
I.	Public offering;	respectively:
I.	Public offering;
II.	Non-public offering;
II.	Non-public offering;
III.	Issuing bonus shares to existing shareholders;
III.	Issuing bonus shares to existing shareholders;
IV. Converting the common reserve fund into share

	capital;	IV.	Converting the common reserve fund into share
V.	Issuing convertible corporate bonds;		capital;
V.	Issuing convertible corporate bonds;
VI. Other means stipulated by laws and administrative

	regulations or approved by the China Securities	VI.	Other means stipulated by laws and administrative
	Regulatory Commission (CSRC).		regulations or approved by the China Securities
Issues of new shares by the Company shall be subject to		Regulatory Commission (CSRC).

approval as specified in these Articles of Association	Issues of new shares by the Company shall be subject to
and shall follow the procedures specified in the relevant	approval as specified in these Articles of Association and
state laws and administrative regulations.	shall follow the procedures specified in the relevant state
After issuing convertible corporate bonds, the Company	laws and administrative regulations.

shall permit the holders thereof to convert them into	After issuing convertible corporate bonds, the Company
shares in the Company shares according to the	shall permit the holders thereof to convert them into
conditions and conversion procedures at the time of	shares in the Company shares according to the conditions
issue. Matters relating to changes in the Company's	and conversion procedures at the time of issue. Matters
equity arising from the conversion of convertible	relating to changes in the Company's equity arising from
corporate bonds shall be handled in accordance with	the conversion of convertible corporate bonds shall be
resolutions passed by the general meeting.	handled in accordance with resolutions passed by the
		general meeting.

- I-2 -

APPENDIX I		PROPOSED AMENDMENTS TO
		THE ARTICLES OF ASSOCIATION


	Existing articles		To be amended as

Article 31 The Company may, in the following	Article 31 The Company may, in the following
circumstances, buy back its shares pursuant to laws,	circumstances, buy back its shares pursuant to laws,
regulations and these Articles of Association:	regulations, these Articles of Association and relevant
		regulations of the securities regulatory authorities in the
I.	Decreasing the registered capital of the Company;	location where the Company's shares are listed:
II. Merging with another company holding shares in	I.	Decreasing the registered capital of the Company;
	the Company;	II.	Merging with another company holding shares in

III. Awarding shares to Company staff;		the Company;
IV.	Shareholders objecting to resolutions of the	III.	Using shares for employee stock ownership plans
	general meeting concerning the merger or		or share incentives;
	division of the Company, requiring the Company
	to buy their shares;	IV.	Shareholders objecting to resolutions of the general
			meeting concerning the merger or division of the
V.	Other circumstances stipulated by laws and		Company, requiring the Company to buy their
	regulations.		shares;
		V.	Using shares for the conversion of the convertible
			corporate bonds issued by listed companies;
		VI.	It is necessary for listed companies to maintain
			company value and the interests of shareholders;
		VII.	Other circumstances stipulated by laws,
			administrative regulations, departmental
			regulations, and permitted by the securities
			regulatory authorities in the location where the
			Company's shares are listed.
		Save for the circumstances set out above, the Company
		shall not purchase or sell any shares in the Company.

- I-3 -

APPENDIX I		PROPOSED AMENDMENTS TO
		THE ARTICLES OF ASSOCIATION


	Existing articles		To be amended as

Article 32 The Company may buy back its shares in any	Article 32 The Company may buy back its shares in any
of the following ways:	of the following ways:
I.	Through open transaction in the stock exchange;	I.	Through open transaction in the stock exchange;
II.	Tender offer:	II.	Tender offer:
III. Repurchase through the entering into of an OTC	III. Repurchase through the entering into of an OTC
	agreement;		agreement;
IV.	Any other way approved by CSRC.	IV.	Such other means approved by laws, administrative
			regulations and relevant competent authorities.
		Repurchase of the Company's shares due to the reasons
		set out in Clauses (III), (V) or (VI) of Article 31 of these
		Articles of Association shall be conducted through public
		and centralized trading or other methods permitted by
		other laws, administrative regulations, departmental
		regulations, regulatory documents, these Articles of
		Association and relevant laws and regulations and
		regulatory documents of the securities regulatory
		authorities in the location where the Company's shares
		are	listed.
		Repurchase of the Company's shares by way of offer
		shall be conducted in accordance with the regulations in
		connection tender offers as set out in the Measures for
		the Administration of the Takeover of Listed Companies
		issued by CSRC and The Codes on Takeovers and
		Mergers and Share Buy-backs issued by the Securities
		and Futures Commission of Hong Kong.

- I-4 -

APPENDIX I	PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION


Existing articles	To be amended as

Article 33 Buyback of the Company's shares for reasons	Article 33 Repurchase of the Company's shares by way
set out in Clauses (I) to (III) of Article 31 of these	of offer shall be conducted in accordance with the
Articles of Association shall be subject to a resolution at	requirements in connection with offer to acquisition as
a general meeting. After the Company has bought back	set out in the Measures for the Administration of the
its shares in accordance with Article 31, such shares	Takeover of Listed Companies issued by CSRC and The
shall be cancelled within 10 days after buyback in the	Codes on Takeovers and Mergers and Share Buy-backs
circumstance set out in (I), or shall be transferred or	issued by the Securities and Futures Commission of
cancelled within 6 months in the circumstances set out in	Hong Kong. Buyback of the Company's shares for
(II) and (IV).	reasons set out in Clauses (I) to (II) of Article 31 of
	these Articles of Association shall be subject to a
Shares bought back by the Company pursuant to Clause	resolution at a general meeting. Repurchase of the
(III) of Article 31 shall not exceed 5% of the total shares	Company's shares in accordance with the reasons set
issued by the Company; the buyback cost shall be	out in Clauses (III), (V) to (VI) of Article 31 of these
covered by the after-tax profit of the Company; and the	Articles of Association may be considered and approved
shares bought back shall be transferred to employees	at Board meetings where over two-thirds of the Directors
within one year.	are present. After the Company has bought back its
	shares in accordance with Article 31, such shares shall
	be cancelled within 10 days after buyback in the
	circumstance set out in Clause (I), or shall be
	transferred or cancelled within 6 months in the
	circumstances set out in Clauses (II) and (IV).
	After the Company repurchased shares pursuant to
	Clauses (III), (V) and (VI) of Article 31, the total
	number of shares held by the Company shall not exceed
	10% of the total issued shares of the Company, and all
	such shares shall be transferred or cancelled within three
	years after the date of announcement on the repurchase
	and changes in share capital.
	Notwithstanding the foregoing provisions of this Article,
	if the aforesaid matters in relation to the buy back of
	shares of the Company are otherwise prescribed by
	applicable laws, administrative regulations, departmental
	regulations, regulatory documents, these Articles of
	Association and relevant laws and regulations and
	regulatory documents of securities regulatory
	authorities in the location where the Company's shares
	are listed, such provisions shall prevail.

Article 35 Changes in the registered capital of the	Article 35 If the Company has cancelled certain portion
Company arising from cancellation of shares due to	of shares due to buy back of such shares, these shares
acquisition shall be registered with the original company	shall be transferred or cancelled within the period
registration authority.	prescribed by laws and administrative regulations. In
	case of cancellation, the Company shall, after the
The total par value of the cancelled shares shall be	cancellation of that portion of shares, apply to the
deducted from the registered capital of the Company.	original company registration authority for registration of
	the change in registered capital.
	The total par value of the cancelled shares shall be
	deducted from the registered capital of the Company.

- I-5 -

APPENDIX I	PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION


Existing articles	To be amended as

Article 46 All H shares for which full payment has been	Article 46 All H shares for which full payment has been
made may be transferred freely (other than	made may be transferred freely (other than circumstances
circumstances not allowed by the HKSE) in accordance	not allowed by the SEHK) in accordance with these
with these Articles of Association without any lien;	Articles of Association without any lien; except under
except under the following conditions, the Board may	the following conditions, the Board may refuse to
refuse to recognize any transfer instrument without	recognize any transfer instrument without providing
providing any reason:	any reason:

All the transfer documents and other relevant I. All the transfer documents and other relevant

documents relating to or affecting ownership of	documents relating to or affecting ownership of
any registered securities shall be registered. In the	any registered securities shall be registered. In the
event that any fees shall be charged for the	event that any fees shall be charged for the
registration, the said cost shall not be higher than	registration, the said cost shall not be higher than
the maximum amount stipulated under the Rules	the maximum amount stipulated under the Rules
Governing the Listing of Securities on SEHK;	Governing the Listing of Securities on SEHK;

The transfer instrument and other relevant II. The transfer instrument and other relevant

	documents only involve H shares listed in Hong		documents only involve H shares listed in Hong
	Kong;		Kong;
III.	Stamp tax has been paid for the transfer instrument	III.	Stamp tax has been paid for the transfer instrument
	and other relevant documents;		and other relevant documents;
IV.	Relevant shares and evidence reasonably required	IV.	Relevant shares and evidence reasonably required
	by the Board to prove that the transferor has the		by the Board to prove that the transferor has the
	right to transfer the shares have been provided;		right to transfer the shares have been provided;
V.	If the shares are transferred to joint holders, the	V.	If the shares are transferred to joint holders, the
	number of joint holders shall not exceed four;		number of joint holders shall not exceed four;
VI.	The relevant shares are not subject to lien by any	VI.	The relevant shares are not subject to lien by any
	company.		company.

- I-6 -

APPENDIX I	PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION


Existing articles	To be amended as

VII. No shares shall be transferred to any minors or	VII. No shares shall be transferred to any minors or
mentally defective persons or any other legally	mentally defective persons or any other legally
incapacitated persons	incapacitated persons
Any shareholder of foreign shares may transfer all or	Any shareholder of foreign shares may transfer all or
part of his shares in the Company via the common	part of his shares in the Company via the common
written transfer document of the place where the foreign	written transfer document of the place where the foreign
shares are listed or via written transfer document in any	shares are listed or via written transfer document in any
other form acceptable to the Board. The standard transfer	other form acceptable to the Board. The standard transfer
form specified by SEHK may be used for the transfer of	form specified by SEHK may be used for the transfer of
H shares. The said transfer document may be signed by	H shares. The said transfer document may be signed by
hand, or signed by hand or printed if the transferor or the	hand, or signed by hand or printed if the transferor or the
transferee is a recognized clearing institution	transferee is a recognized clearing institution
("recognized clearing institution") as defined in the	("recognized clearing institution") as defined in the
Securities and Futures Ordinance, or its proxy.	Securities and Futures Ordinance, or its proxy.
	In case the Company refuses to register the share
	transfer, it shall, within two months of the formal
	submission of the transfer application, issue a notice on
	the refusal to register the transfer of the shares to the
	transferor and transferee.
	The foreign shares listed in Hong Kong shall be
	transferred in writing in the common or usual form or
	other form of transfer instrument as the Board of
	Directors may accept; and the transfer instrument may
	only be signed by hand or may be signed by hand or
	printing signature if the transferor or the transferee is a
	clearing institution or its agent. All transfer instruments
	must be kept at the legal address of the Company or
	other locations as the Board of Directors may designate
	from time to time.
	Changes to or corrections of each part of the
	shareholders' register shall be carried out in accordance
	with the laws of the place where it is located.

- I-7 -

APPENDIX I		PROPOSED AMENDMENTS TO
		THE ARTICLES OF ASSOCIATION


	Existing articles		To be amended as

Article 54 Shareholders of company's ordinary stock	Article 54 Shareholders of company's ordinary stock
shall enjoy the following rights to:	shall enjoy the following rights to:
I.	Receive dividends and the division of earnings in	I.	Receive dividends and the division of earnings in
	other forms depending on its stock share;		other forms depending on its stock share;
II.	Require, convene, preside over or attend general	II.	Require, convene, preside over or attend general
	meetings either in person or by proxy and exercise		meetings either in person or by proxy and exercise
	the corresponding voting rights in accordance with		the corresponding voting rights in accordance with
	the relevant laws, regulations and the Articles of		the relevant laws, regulations and the Articles of
	Association;		Association;

Supervise, present suggestions on or make III. Supervise, present suggestions on or make

inquiries about the business activities of the	inquiries about the business activities of the
Company;	Company;
IV. Transfer, give or pledge their shares in accordance	IV. Transfer, give or pledge their shares in accordance
with laws, regulations, and these Articles of	with laws, regulations, and these Articles of
Association;	Association;

Obtain relevant information in line with the V. Obtain relevant information in line with the

stipulations in these Articles of Association,	stipulations in these Articles of Association,
including:				including:
1. Obtaining these Articles of Association after	1. Obtaining these Articles of Association after
paying the cost;			paying the cost;
2. Consulting free of charge and having the right	2. Consulting free of charge and having the right
to consult and copy relevant information after	to consult and copy relevant information after
paying reasonable expenses:		paying reasonable expenses:
A.	All parts of the register of shareholders;	A.	All parts of the register of shareholders;
B.	Personal data of	directors,	supervisors	B.	Personal data of directors, supervisors and
	and senior executives of the Company,		senior executives of the Company,
	including:				including:
	(1)	Present and previous names and		(1)	Present and previous names and
		aliases;					aliases;
	(2)	Main addresses (domiciles);		(2)	Main addresses (domiciles);
	(3)	Nationality;				(3)	Nationality;
	(4)	F u l l - t i m e	a n d a l l	p a r t - t i m e		(4)	F u l l - t i m e a n d a l l p a r t - t i m e
		occupations and positions;			occupations and positions;

- I-8 -

APPENDIX I			PROPOSED AMENDMENTS TO
				THE ARTICLES OF ASSOCIATION


	Existing articles			To be amended as

	(5) Personal status certificate and its		(5) Personal status certificate and its
	number.			number.
C.	Report on equity issued by the Company;	C.	Report on equity issued by the Company;
D.	The total face value, amount, ceiling	D.	The total face value, amount, ceiling price
	price and bottom price of each category		and bottom price of each category of
	of stock repurchased by the Company		stock repurchased by the Company since
	since the previous financial year, as well		the previous financial year, as well as the
	as the report on the Company's payment		report on the Company's payment of all
	of all such expenses;			such expenses;
E.	Stubs of corporate bonds, minutes of	E.	Stubs of corporate bonds, resolutions of
	general meetings, resolutions of Board		Board meetings, resolutions	of
	meetings,	resolutions	of Supervisory		Supervisory Committee meetings,	and
	Committee	meetings,	and financial		financial reports,
	reports,			F.	The latest audited financial statements of

F.	The latest audited financial statements of		the Company, and the reports of directors,
	the Company, and the reports of		supervisors and auditors;
	directors, supervisors and auditors;	G.	Copy of the latest annual return filed with

G.	Copy of the latest annual return filed with		Chinese State Administration for Industry
	Chinese State Administration for Industry		and Commerce or other competent
	and Commerce or other competent		authorities;
	authorities;			H.	Special resolutions of the Company; and
H.	Special resolutions of the Company; and
I.	Minutes of shareholders' meetings (only

I.	Minutes of shareholders' meetings (only		available to shareholders).
	available to shareholders).	J.	The Company shall place the documents

J.	The Company shall place the documents		referred to in Item (A), Item (C), Item
	referred to in Item (A), Item (C), Item		(D), Item (F), Item (G), Item (H) and
	(D), Item (F), Item (G), Item (H) and		Item (I) in Hong Kong for the public and
	Item (I) in Hong Kong for the public and		shareholders to consult free of charge,
	shareholders to consult free of charge,		and for them to make copies of the above
	and for them to make copies of the above		documents after charging reasonable fees.
	documents after charging reasonable fees.

- I-9 -

APPENDIX I

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Existing articles

To be amended as

VI.

By termination or upon

liquidation

the

VI.

By termination or upon

liquidation

the

Company, participate in distribution of the

Company's remaining assets depending on its

stock share;

VII. Object

to resolutions

of the general meeting

VII. Object

to resolutions

of the general meeting

concerning merger or division of the Company,

requiring the Company to buy their shares;

VIII. Other

circumstances

stipulated by laws,

VIII. Other

circumstances

stipulated by laws,

administrative regulations, departmental rules or

these Articles of Association.

The Company shall not freeze or otherwise damage the

rights attached to any shares directly or indirectly held

by any person on the ground that the said person has not

disclosed his equity to the Company.

Article 62 The controlling shareholders and effective

controllers of the Company shall not use connected

relations to damage the interests of the Company;

otherwise they shall make compensation for the loss

incurred to the Company.

The controlling shareholders and effective controllers of

the Company shall be honest to the Company and

general public shareholders. The controlling shareholders

shall duly exercise contributors' rights according to law,

shall not damage the legitimate rights and interests of the

Company and general public shareholders by such means

as profit distribution, asset reorganization, external

investment,

fund appropriations

and loan guarantees

investment,

fund appropriations

and loan guarantees

and shall not abuse its controlling status to damage the

interests of the Company and general public

shareholders.

Except for their obligations under the relevant laws,

regulations or the listing rules at the location where the

Company's shares are listed, the controlling

shareholders, in exercising their rights as shareholders,

shall not make any decision detrimental to all or some

shareholders in connection with the following issues:

Relieving the directors

supervisors

their

Relieving the directors

supervisors

their

responsibility to behave honestly in the interest of

the maximal benefit of the Company;

- I-10 -

APPENDIX I		PROPOSED AMENDMENTS TO
		THE ARTICLES OF ASSOCIATION


	Existing articles			To be amended as

II.	Approving acts by the directors or supervisors to	II.	Approving acts by the directors or supervisors to
	deprive the Company of its property in any form		deprive the Company of its property in any form
	(for their own interest or for the interest of others),		(for their own interest or for the interest of others),
	including (but not limited to) any favorable		including (but not limited to) any favorable
	opportunity of the Company;		opportunity of the Company;
III.	Approving acts by the directors or supervisors to	III.	Approving acts by the directors or supervisors to
	deprive other shareholders of their personal rights		deprive other shareholders of their personal rights
	and benefits (for their own interest or the interest		and	benefits (for their own interest or the interest
	of others), including (but not limited to) any right		of others), including (but not limited to) any right
	to distribution and right to vote, but excluding		to distribution and right to vote, but excluding
	company reorganization as submitted to the		company reorganization as submitted to the
	shareholders' meeting for adoption.		shareholders' meeting for adoption.
A controlling shareholder referred to herein shall be a	A controlling shareholder referred to herein shall be a
person meeting any of the following conditions:	person meeting any of the following conditions:
I.	One who holds more than 50% of the total shares	I.	One who holds more than 50% of the total shares
	of the Company;		of the Company;
II.	One who holds less than 50% of the total shares	II.	One who holds less than 50% of the total shares
	but holds voting rights sufficient to have a material		but holds voting rights sufficient to have a material
	impact on resolutions of the Company, including		impact on resolutions of the Company, including
	but not limited to:		but not limited to:
	(1) When acting alone or jointly with other		(1)	When acting alone or jointly with other
	parties, the said person can exercise 30% or			parties, the said person can elect a majority
	more of the voting rights of the Company, or			of directors;
	control the exercise of 30% or more of the
	voting rights of the Company;		(2)	When acting alone or jointly with other
				parties, the said person can exercise 30% or
	(2) When acting alone or jointly with other			more of the voting rights of the Company, or
	parties, the said person holds 30% or more			control the exercise of 30% or more of the
	of the outstanding shares of the Company; or			voting rights of the Company;
	(3) One who has de facto control of the Company		(3)	When acting alone or jointly with other
	in other ways, when acting by him or in			parties, the said person holds 30% or more
	concert with others.			of the outstanding shares of the Company; or
			(4)	One who has de facto control of the Company
				in other ways, when acting by him or in
				concert with others.

- I-11 -

APPENDIX I	PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION


Existing articles	To be amended as

Article 64 The shareholders' meeting performs the	Article 64 The shareholders' meeting performs the
following functions:	following functions:

Deciding on the business guidelines and I. Deciding on the business guidelines and

	investment plans of the Company;	investment plans of the Company;
II.	Electing and changing directors and supervisors II.	Electing and changing directors and supervisors
	other than employees' representatives, and	other than employees' representatives, and
	deciding on the remuneration of directors and	deciding on the remuneration of directors and
	supervisors;	supervisors;

Considering and approving the reports of the III. Considering and approving the reports of the

- I-12 -

APPENDIX I		PROPOSED AMENDMENTS TO
		THE ARTICLES OF ASSOCIATION


	Existing articles		To be amended as

XIII. Considering and approving matters related to	XIII. Considering	and	approving	matters	related to
	changes in the use of proceeds from share		changes in the use of proceeds from share
	offerings;		offerings;
XIV. Considering and approving equity incentive	XIV. Considering	and	approving	equity	incentive
	schemes;		schemes;
XV.	Considering proposals from shareholders	XV.	Considering proposals from shareholders
	representing 3% (inclusive) of the voting shares		representing 3% (inclusive) of the voting shares
	of the Company;		of the Company;
XVI. Considering other matters which, in accordance	XVI. Considering	other	matters which, in	accordance
	with the laws, administrative regulations,		with the laws, administrative regulations,
	departmental rules, and listing rules at the		departmental rules, listing rules in the location
	location where the Company's shares are listed		where the Company's shares are listed, the Articles
	or with the Articles of Association, must be		of Association or other company institutional
	approved by a general meeting.		documents considered and approved by the
			shareholders' meeting, must be approved by a
			general meeting.

Article 68 Under any of the following circumstances,	Article 68 Under any of the following circumstances, the
the board shall convene an extraordinary general meeting	board shall convene an extraordinary general meeting
within two months from the date upon which the	within two months from the date upon which the
circumstance in question occurs:	circumstance in question occurs:
I.	The number of directors falls short of the	I.	The number of directors falls short of the statutory
	minimum number required by the Company Law		minimum quorum prescribed by the Company Law
	or is less than two-thirds of the number required		or is less than two-thirds of the number required
	by these Articles of Association;		by these Articles of Association;
II.	The un-recovered losses of the Company amount	II.	The un-recovered losses of the Company amount
	to one third of the total amount of its paid-up		to one third of the total amount of its paid-up share
	share capital;		capital;

It is required in writing by shareholder(s) III. It is required in writing by shareholder(s)

	individually or jointly holding more than 10%		individually or jointly holding more than 10%
	equity of the Company;		equity of the Company;
IV.	The Board deems to be necessary, or the	IV.	The Board deems to be necessary, or the
	Supervisory Committee proposes, the convening		Supervisory Committee proposes, the convening
	of an extraordinary general meeting;		of an extraordinary general meeting;
V.	It is proposed by the independent directors;	V.	It is proposed by more than half of the independent
VI.	Other circumstances stipulated by laws,		directors;

	regulations or these Articles of Association.	VI.	Other circumstances stipulated by laws, regulations
			or these Articles of Association.
		The number of shares held as mentioned in Clause III
		above is calculated on the date of the written request
		made by the shareholders.

- I-13 -

APPENDIX I	PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION


Existing articles	To be amended as

Article 69 The venue of general meeting of the	Article 69 The venue of general meeting of the
Company shall be: the domicile of the Company or	Company shall be: the domicile of the Company or
another place notified by the convener of the general	another place notified by the convener of the general
meeting.	meeting.
General meetings shall be held on site at the venue. The	General meetings shall be held on site at the venue. The
Company may also provide a network or any other	Company may also provide internet voting for its
means for its shareholders to conveniently participate in	shareholders to conveniently participate in general
general meetings. Shareholders participating in the	meetings. Shareholders participating in the general
general meetings by any of the aforesaid means shall	meetings by any of the aforesaid means shall be
be deemed as having attended said meetings.	deemed as having attended said meetings.

Article 108 All issues under Clauses (I), (II), (III) (IV)	Article 108 All issues under Clauses (I), (II), (III), (IV),
(V) (IX) (XI) (XIII) (XVI) of Article 64 of these Articles	(V), (IX), (XI) (refers to other external guarantees other
of Association on the functions of a general meeting, or	than Clause II of Article 65 of these Articles of
issues other than those that are to be passed by special	Association), (XIII) and (XVI) of Article 64 of these
resolutions pursuant to the relevant laws, regulations, or	Articles of Association on the functions of a general
these Articles of Association, shall be approved by	meeting, or issues other than those that are to be passed
ordinary resolutions at a general meeting.	by special resolutions pursuant to the relevant laws,
	regulations, or these Articles of Association, shall be
	approved by ordinary resolutions at a general meeting.

Article 109 Clauses (VI), (VII), (VIII), (X), (XII) and	Article 109 Clauses (VI), (VII), (VIII), (X), (XI) (refers
(XIV) listed in Article 62 above regarding the functions	to the external guarantees in Clause II of Article 65 of
performed by the shareholder's meeting, or clauses	these Articles of Association), (XII) and (XIV) listed in
specified in applicable laws, rules or regulations or this	Article 62 above regarding the functions performed by
Articles of Association, or clauses that are confirmed by	the shareholder's meeting, or clauses specified in
a general resolution of the shareholder's meeting to have	applicable laws, rules or regulations or this Articles of
an important influence on the Company and are to be	Association, or clauses that are confirmed by a general
ratified through a special resolution, shall be ratified by	resolution of the shareholder's meeting to have an
a special resolution on the meeting. The above	important influence on the Company and are to be
stipulations regarding a general or special resolution	ratified through a special resolution, shall be ratified by a
shall apply to Article XV, depending on the particulars	special resolution on the meeting. The above stipulations
of the proposal.	regarding a general or special resolution shall apply to
	Article XV, depending on the particulars of the proposal.

Article 136 Each board of directors serves the Company	Article 136 Each board of directors serves the Company
for three (3) years. Directors are elected or replaced by	for three years. Directors are elected or replaced by the
the general meeting of shareholders, with its term of	general meeting of shareholders, and may be dismissed
office commencing on the date on which the resolution	by the general meeting of shareholders before the
is passed at the meeting and ending on the expiration of	expiration of their terms of office. Their terms of
the term of office of the Board. Directors may be	office commence on the date on which the resolution
reelected upon the expiration of their terms.	is passed at the meeting and end on the expiration of the
	term of office of the Board. Directors may be reelected
Where not otherwise provided by law, the issuer in	upon the expiration of their terms.
general meeting shall have power by ordinary resolution
to remove any director (including a managing or other	Where not otherwise provided by law, the issuer in
executive director) before the expiration of his period of	general meeting shall have power by ordinary resolution
office, but such removal shall be without prejudice to	to remove any director (including a managing or other
any claim for damages under any contract.	executive director) before the expiration of his period of
	office, but such removal shall be without prejudice to
	any claim for damages under any contract.

- I-14 -

APPENDIX I		PROPOSED AMENDMENTS TO
		THE ARTICLES OF ASSOCIATION


	Existing articles		To be amended as

A director whose term of office is to expire shall	A director whose term of office is to expire shall
continue with his/her duties as a director before the	continue with his/her duties as a director before the
newly elected director takes office, observing the	newly elected director takes office, observing the
applicable laws, administrative regulations, rules and	applicable laws, administrative regulations, rules and
regulations, and these Articles of Association.	regulations, and these Articles of Association.
Any person appointed by the directors to fill a casual	The General Manager or other executives can be
vacancy on or as an addition to the board shall hold	appointed as a Director on a concurrent basis.
office only until the next following annual general	Directors holding a concurrent post as General
meeting of the Company, and shall then be eligible for	Manager or other executive shall account for less than
re-election.	50% of the members of the Board.
The General Manager or other executives can be	Directors need not be shareholders of the Company.
appointed as a Director on a concurrent basis.
Directors holding a concurrent post as General
Manager or other executive shall account for less than
50% of the members of the Board.
Directors need not be shareholders of the Company.

Article 148 The board of directors shall exercise the	Article 148 The board of directors shall exercise the
following powers:	following powers:
I.	Convening the general meeting of shareholders	I.	Convening the general meeting of shareholders
	and reporting to the meeting;		and reporting to the meeting;
II.	Implementing the resolutions passed at the	II.	Implementing the resolutions passed at the
	general meeting of shareholders;		general meeting of shareholders;
III.	Determining the operational plans and investment	III.	Determining the operational plans and investment
	methods of the Company;		methods of the Company;
IV.	Within the scope of authority of the general	IV.	Within the scope of authority of the general
	meeting of shareholders, deciding on such issues		meeting of shareholders, deciding on such issues
	as foreign investment, purchase of assets on sale,		as foreign investment, purchase of assets on sale,
	mortgage of assets, financing agency, associated		mortgage of assets, financing agency, associated
	transactions, etc;		transactions, etc;
V.	Preparing the annual financial budget and the	V.	Preparing the annual financial budget and the
	final accounts;		final accounts;
VI.	Formulating plans for distribution of profits and	VI.	Formulating plans for distribution of profits and
	the recovery of losses;		the recovery of losses;
VII.	Formulating a plan for the increase or decreases	VII.	Formulating a plan for the increase or decreases
	of the registered capital;		of the registered capital;
VIII.	Formulating a plan for the listing and issuance of	VIII.	Formulating a plan for the listing and issuance of
	bonds or other securities;		bonds or other securities;

- I-15 -

- I-16 -

APPENDIX I	PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION


Existing articles	To be amended as

XXIV. Making decisions on employees' compensation,	XXIV. Making decisions on employees' compensation,
benefits and bonus-penalty policy and package;	benefits and bonus-penalty policy and package;
XXV. Making decisions on the risk management	XXV. Making decisions on the risk management
system, including risk assessment, financial	system, including risk assessment, financial
control, internal audit, legal risk control, and	control, internal audit, legal risk control, and
monitoring of implementation;	monitoring of implementation;
XXVI. Making decisions on the establishment of board	XXVI. Making decisions on the establishment of board
committees and the appointment or removal of	committees and the appointment or removal of
the chairmen of such committees;	the chairmen of such committees;
XXVII. Making decisions on the establishment of	XXVII. Making decisions on the establishment of
securities and pledges on its assets;	securities and pledges on its assets;
XXVIII. Making decisions on the provision of loan	XXVIII. Making decisions on the provision of loan
guarantees for the head office of the Company;	guarantees for the head office of the Company;
XXIX. Determining the annual extra costs and expenses	XXIX. Determining the annual extra costs and expenses
at the Company;	at the Company;
XXX. Other powers or authority specified in applicable	XXX. Promoting the law-based operation and decision-
laws, administrative rules and regulations or	making, reviewing and monitoring the
these Articles of Association and authorized by	Company's policies and practices on compliance
the general meeting of shareholders.	with laws and regulatory requirements, guiding
	and supervising the construction plan of
The above powers or functions or any transactions or	corporate rule of law, establishing and
arrangements at the Company shall be reported to the	implementing the general legal adviser system,
general meeting of shareholders for its review according	guiding the study of resolving major issues on
to the listing rules of the exchange where the stock of	construction of corporate rule of law, promoting
the Company are publicly traded.	publicity and education on the corporate rule of
	law, so as to provide the conditions and
Resolutions in the preceding Article shall win a simple	protection for the construction of corporate rule
majority of votes of all directors, except for Articles 7,	of law; if legal issues are involved in matters to
8, 9 and 15, which shall require a two-thirds majority or	be studied and considered, the general legal
more of the votes of all the directors, and for Article 21,	adviser shall be notified to attend the meeting
which shall require a two-thirds majority or more of the	and listen to the opinions;
votes of all directors appearing at the meeting.	XXXI. Establishing and reviewing the Company's

	policies and practices on corporate governance
	and make recommendations to the Board;
	XXXII. Reviewing and monitoring the training and
	continuing professional development of
	Directors and senior management;

- I-17 -

APPENDIX I	PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION


Existing articles	To be amended as

	XXXIII. Reviewing the Company's compliance with the
	Corporate Governance Code as set out in
	Appendix 14 of the Rules Governing the
	Listing of Securities on The Stock Exchange of
	Hong Kong Limited and disclosure in the
	Corporate Governance Report;
	XXXVI. Other powers or authority specified in applicable
	laws, administrative rules and regulations or
	these Articles of Association and authorized by
	the general meeting of shareholders.
	The above powers or functions or any transactions or
	arrangements at the Company shall be reported to the
	general meeting of shareholders for its review according
	to the listing rules of the exchange where the stock of the
	Company are publicly traded.
	Resolutions in the preceding Article shall win a simple
	majority of votes of all directors, except for Articles 7, 8,
	9 and 15, which shall require a two-thirds majority or
	more of the votes of all the directors, and for Article 21,
	which shall require a two-thirds majority or more of the
	votes of all directors appearing at the meeting.

Article 150 Board committees shall be formed to	Article 150 Board committees shall be formed to
provide the board of directors with advice and	provide the board of directors with advice and
suggestions on important issues. A strategy committee,	suggestions on important issues. A strategy committee,
audit committee, compensation and evaluation	audit committee, compensation and evaluation
committee and nomination committee and other	committee, nomination committee, risk control
specialized committees shall be formed at the Company.	committee and other specialized committees shall be
Such board committees shall be under the board of	formed at the Company.

directors, all consisting of members of the board of	Such board committees shall be under the board of
directors. Independent directors shall occupy most seats	directors, all consisting of members of the board of
and act as directors in such committees as the audit	directors. Independent directors shall occupy most seats
committee, compensation and evaluation committee and	and act as directors in such committees as the audit
nomination committee. At least one of the independent	committee, compensation and evaluation committee and
directors at the audit committee shall be a professional in	nomination committee, and independent directors shall
the accounting domain, and at least one director shall be	occupy most seats in risk control committee. At least one
equipped with appropriate professional qualifications in	of the independent directors at the audit committee shall
the listing rules of major exchanges or other equivalent	be a professional in the accounting domain, and at least
expertise in accounting or financial management. When	one director shall be equipped with appropriate
necessary, the board of directors may form other	professional qualifications in the listing rules of major
committees or restructure existing ones. The board of	exchanges or other equivalent expertise in accounting or
directors shall formulate specific rules of procedure for	financial management. When necessary, the board of
such board committees, defining their functions and	directors may form other committees or restructure
procedures.	existing ones. The board of directors shall formulate
	specific rules of procedure for such board committees,
	defining their functions and procedures.

- I-18 -

APPENDIX I		PROPOSED AMENDMENTS TO
		THE ARTICLES OF ASSOCIATION


	Existing articles		To be amended as

Newly added article - the original Article 155 is re-	Article 155 The risk control committee under the board
numbered as Article 156	of directors shall be mainly responsible for:
		I.	Considering risk control strategies and major risk
			control solutions;
		II.	Reviewing the effectiveness of the Company's risk
			management;
		III.	Considering major decisions and risk assessment
			report of major projects;
		IV.	Guiding and promoting the construction of the rule
			of law of the Company, and supervising the law-
			based operation of the Company by the managers;
		V.	Other risk control matters authorized by the board
			of directors.
		Note: The subsequent articles are re-numbered
			accordingly.

Article 157 The chairman of the Board of Directors shall	Article 158 The chairman of the Board of Directors shall
perform the following functions:	perform the following functions:
I.	Presiding over shareholders' meetings and	I.	Presiding over shareholders' meetings and
	convening and presiding over meetings of the		convening and presiding over meetings of the
	Board of Directors;		Board of Directors;
II.	Checking and supervising the implementation of	II.	Checking and supervising the implementation of
	board resolutions;		board resolutions;
III.	Nominating a candidate for the secretary of the	III.	Nominating a candidate for the secretary of the
	board of directors;		board of directors;
IV.	Defining the systems necessary for the operation	IV.	Defining the systems necessary for the operation of
	of the board of directors, and coordinating its		the board of directors, and coordinating its
	operation;		operation;
V.	Receiving regular and non-regular performance	V.	Receiving regular and non-regular performance
	reports from executives, providing the board of		reports from executives, providing the board of
	directors with steering comments on the		directors with steering comments on the
	implementation of board resolutions;		implementation of board resolutions;
VI.	Other powers or authorities specified in applicable	VI.	Listening to the work report on the rule of law
	laws, administrative rules and regulations or these		construction of the Company;
	Articles of Association, or authorized by the board
	of directors.

- I-19 -

APPENDIX I	PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION


Existing articles	To be amended as

Should the chairman be unable to perform his duties, a	VII. Other powers or authorities specified in applicable
designated vice-chairman may perform such duties in his	laws, administrative rules and regulations or these
name.	Articles of Association, or authorized by the board
	of directors.
	Should the chairman be unable to perform his duties, a
	designated vice-chairman may perform such duties in his
	name.

Article 159 The Board of Directors shall hold at least	Article 160 The Board of Directors shall hold at least
two regular meetings every year, which shall be	four regular meetings every year, which shall be
convened by the chairman. All the directors and	convened by the chairman. All the directors and
supervisors shall be informed in writing thereof 10	supervisors shall be informed in writing thereof 14
days prior to the convening of the meeting.	days prior to the convening of the meeting.
The Board shall convene a provisional meeting when it	The Board shall convene a provisional meeting when it
is deemed necessary by the chairman, proposed by	is deemed necessary by the chairman, proposed by
shareholders representing more than 10% of the voting	shareholders representing more than 10% of the voting
rights, jointly proposed by more than one-third of the	rights, jointly proposed by more than one-third of the
directors, jointly proposed by more than half of the	directors, jointly proposed by more than half of the
independent directors, proposed by the general manager,	independent directors, proposed by the general manager,
or proposed by the Supervisory Committee, requested by	or proposed by the Supervisory Committee, requested by
securities regulatory authorities or under other	securities regulatory authorities or under other
circumstances stipulated in the Articles of Association.	circumstances stipulated in the Articles of Association.
The Board shall convene a provisional meeting within 10	The Board shall convene a provisional meeting within 10
days after the chairman receives notice of the proposal.	days after the chairman receives notice of the proposal.

Article 160 If the Board convenes a provisional Board	Article 161 If the Board convenes a provisional Board
meeting, the contents of the notice of such meeting may	meeting, the contents of the notice of such meeting may
follow the format stated in Article 246 of these Articles	follow the format stated in Article 247 of these Articles
of Association. The Board shall notify all the directors	of Association. The Board shall notify all the directors
and supervisors within 5 days prior to the convening of	and supervisors within 5 days prior to the convening of
the meeting.	the meeting.
	In emergency situations where an extraordinary Board
	meeting needs to be convened as soon as possible, notice
	of the meeting may be given by telephone or by other
	means of verbal communication at any time, but the
	convener shall provide an explanation for such action at
	the meeting.

- I-20 -

Implementing resolutions decided upon by the II. Implementing resolutions decided upon by the

Board of Directors;	Board of Directors;
III. Implementing the Company's annual business plan	III. Implementing the Company's annual business plan
and investment schemes;	and investment schemes;
IV. Formulating schemes for the setup of company's	IV. Formulating schemes for the setup of company's
internal management organization;	internal management organization;

Formulating the Company's basic management V. Formulating the Company's basic management

	regulations;		regulations;
VI.	Formulating details of the Company's regulations	VI.	Formulating details of the Company's regulations
	and rules;		and rules;
VII.	Making proposals regarding the appointment or	VII.	Making proposals regarding the appointment or
	dismissal of deputy general managers and the		dismissal of deputy general managers, the financial
	financial supervisor of the Company;		supervisor and general legal adviser of the
VIII. Appointing or dismissing management personnel		Company;

	other than those who shall be appointed or	VIII. Appointing or dismissing management personnel
	dismissed by the Board of Directors;		other than those who shall be appointed or
			dismissed by the Board of Directors;

- I-21 -

APPENDIX I		PROPOSED AMENDMENTS TO
		THE ARTICLES OF ASSOCIATION


	Existing articles		To be amended as

IX.	Drafting proposals regarding the merger, division,	IX.	Drafting proposals regarding the merger, division,
	and reorganization of the subsidiary of the		and reorganization of the subsidiary of the
	Company;		Company;
X.	Drafting the organizational structure of branches of	X.	Drafting the organizational structure of branches of
	the Company;		the Company;
XI.	Drafting policies and proposals concerning the	XI.	Drafting policies and proposals concerning the
	salaries, benefits, and mechanisms of award and		salaries, benefits, and mechanisms of award and
	punishment of employees;		punishment of employees;
XII.	Being commissioned by the Board of Directors to	XII.	Being commissioned by the Board of Directors to
	handle business operations of the Company		handle business operations of the Company
	pursuant to the laws and regulations and benefits		pursuant to the laws and regulations and benefits
	of the Company in the event of force majeure or		of the Company in the event of force majeure or
	an emergency in which it is impossible to convene		an emergency in which it is impossible to convene
	a Board of Directors meeting. A report shall be		a Board of Directors meeting. A report shall be
	given to the Board of Directors after such event		given to the Board of Directors after such event
	occurs;		occurs;
XIII. Exercising other powers as authorized by the laws,	XIII. Exercising other powers as authorized by the laws,
	administrative regulations, department charters, or		administrative regulations, department charters, or
	these Articles of Association and the Board of		these Articles of Association and the Board of
	Directors.		Directors.
The mandate granted by the Board to the general	The mandate granted by the Board to the general
manager can be exercised only after discussion and	manager can be exercised only after discussion and
demonstration by the meeting of the general manager's	demonstration by the meeting of the general manager's
office.	office.

Article 213 The contracts on remuneration matters as	Article 214 The contracts on remuneration matters as
concluded between the Company and its directors and	concluded between the Company and its directors and
supervisors shall specify that when the Company is to be	supervisors shall specify that when the Company is to be
purchased, with prior approval by the shareholder's	purchased, with prior approval by the shareholder's
meeting, the Company's directors and supervisors shall	meeting, the Company's directors and supervisors shall
be entitled to receive compensation or other sums for	be entitled to receive compensation or other sums for
their lost position or retirement.	their lost position or retirement, and such compensation
		shall be fair, and shall not impair the legitimate rights
The Company's being purchased as mentioned in the	and interests of the Company nor involve any transfer of
preceding clause refers to one of the following cases:	benefit.
I.	Anyone makes a purchase offer to all the	The Company's being purchased as mentioned in the
	shareholders;	preceding clause refers to one of the following cases:
II.	Anyone makes a purchase offer with a view to	I.	Anyone makes a purchase offer to all the
	make the offeror the controlling shareholder,		shareholders;
	which is so defined in the Articles of Association.	II.	Anyone makes a purchase offer with a view to

			make the offeror the controlling shareholder,
			which is so defined in the Articles of Association.

- I-22 -

APPENDIX I	PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION


Existing articles	To be amended as

If the related director or supervisor fails to follow the	If the related director or supervisor fails to follow the
regulation in this article, any sum so received shall be	regulation in this article, any sum so received shall be
owned by those who sell their stock by accepting the	owned by those who sell their stock by accepting the
aforesaid offer, and the director or supervisor shall bear	aforesaid offer, and the director or supervisor shall bear
the expenses occurring from proportionate distribution of	the expenses occurring from proportionate distribution of
such sums, which may not be deducted from such sums.	such sums, which may not be deducted from such sums.

Article 238 The internal audit system and duties of the	Article 239 The internal audit system and duties of the
auditors shall be subject to the approval of the	auditors shall be subject to the approval of the Board.
Board.The auditors shall be accountable to the Board	The Company's supervision and audit department
and report their work to the same.	independently conducts internal audit work under the
	guidance of the audit committee under the board of
	directors and the leadership of the Company's
	management, and accepts the business guidance and
	supervisory checks of the audit institution of the superior
	unit.

Article 271 The term "senior management officer"	Article 272 The term "senior management officer"
referred to herein shall refer to the general manager,	referred to herein shall refer to the general manager,
deputy general manager, financial controller or board	deputy general manager, financial controller, board
secretary. The "general manager" and "deputy general	secretary and general legal adviser. The "general
manager" referred to herein shall just be the "manager"	manager" and "deputy general manager" referred to
and "deputy manager" referred to in the Company Law.	herein shall just be the "manager" and "deputy manager"
	referred to in the Company Law.

Note:

The above table does not include the amendments to the numbering of, and consequentially the references to, subsequent articles due to the newly added Article 155.

- I-23 -

APPENDIX II	PROPOSED AMENDMENTS TO
	THE RULES AND PROCEDURES OF THE
	SHAREHOLDERS' GENERAL MEETINGS

The full text of the Proposed Amendments to the Rules and Procedures of the Shareholders' General

Meetings is set out below.

Existing articles	To be amended as

Article 1 These rules are formulated in accordance with	Article 1 These rules are formulated in accordance with
the laws and regulations including the Company Law of	the laws and regulations including the Company Law of
the People's Republic of China (the "Company Law"),	the People's Republic of China (the "Company Law"),
the Securities Law of the People's Republic of China,	the Securities Law of the People's Republic of China,
the Mandatory Provisions in the Articles of Association	the Mandatory Provisions in the Articles of Association
of Companies Listed Overseas, Guidelines on the	of Companies Listed Overseas, Guidelines on the
Articles of Association of Listed Companies (2006	Articles of Association of Listed Companies, Rules for
Revised), Rules for the Shareholders' General Meetings	the Shareholders' General Meetings of Listed
of Listed Companies, the Rules governing the Listing of	Companies, the Rules Governing the Listing of
Securities on The Hong Kong Stock Exchange of Hong	Securities on The Stock Exchange of Hong Kong
Kong Limited as amended from time to time (the "Hong	Limited as amended from time to time (the "Hong
Kong Listing Rules"), the Share Listing Rules of the	Kong Listing Rules"), the Rules Governing the Listing
Shanghai Stock Exchange (the "Shanghai Listing Rules")	of Stocks on Shanghai Stock Exchange (the "Shanghai
and with the Articles of Association of COSCO	Listing Rules") and with the Articles of Association of
SHIPPING Energy Transportation Co., Ltd. (the	COSCO SHIPPING Energy Transportation Co., Ltd. (the
"Articles of Association"), in order to protect the	"Articles of Association"), in order to protect the lawful
lawful interests of COSCO SHIPPING Energy	interests of COSCO SHIPPING Energy Transportation
Transportation Co., Ltd. (the "Company") and its	Co., Ltd. (the "Company") and its shareholders, clearly
shareholders, clearly define the responsibilities and	define the responsibilities and authorities of the general
authorities of the general meeting, ensure the general	meeting, ensure the general meeting to operate in a
meeting to operate in a standardized and efficient	standardized and efficient manner and perform its
manner and perform its functions and powers under the	functions and powers under the laws.
laws.

- II-1 -

- II-2 -

APPENDIX II		PROPOSED AMENDMENTS TO
	THE RULES AND PROCEDURES OF THE
	SHAREHOLDERS' GENERAL MEETINGS


	Existing articles		To be amended as

(XIII)	to consider and approve matters relating to the	(XIII)	to consider and approve matters relating to the
	changes in the use of proceeds from share		changes in the use of proceeds from share
	offerings;		offerings;
(XIV)	to consider and approve the equity incentive	(XIV)	to consider and approve the equity incentive
	scheme;		scheme;
(XV)	to consider proposals raised by the shareholders	(XV)	to consider proposals raised by the shareholders
	who represent more than 3% (including 3%) of		who represent more than 3% (including 3%) of
	the Company's shareholders with voting rights;		the Company's shareholders with voting rights;
	and		and
(XVI)	to consider such other matters provided by the	(XVI)	to consider such other matters provided by the
	laws, administrative regulations, departmental		laws, administrative regulations, departmental
	rules and regulations, the listing rules of the		rules and regulations, the listing rules of the
	stock exchange(s) on which the shares of the		stock exchange(s) on which the shares of the
	Company are listed or the Articles of Association		Company are listed, the Articles of Association
	which shall be decided by the shareholders'		or other institutional documents of the Company
	general meeting.		considered and approved by the shareholders'
			general meeting which shall be decided by the
			shareholders' general meeting.
		The matters listed in sub paragraphs (VI), (VII), (VIII),
		(X), (XI) (the external guarantees in Clause II of Article
		5 of these Rules), (XII) and (XIV), or specified in laws
		and regulations or the Articles of Association, or the
		matters are confirmed by an ordinary resolution of the
		general meeting to have an important influence on the
		Company and are to be approved through a special
		resolution, shall be approved by a special resolution at
		the general meeting. The above stipulations regarding a
		general and special resolution shall apply to the matters
		listed in sub paragraph (XV), depending on the
		particulars of the proposal.
		All the matters listed in sub paragraphs (I), (II), (III),
		(IV), (V), (IX), (XI) (other external guarantees other than
		Clause II in Article 5 of these Rules), (XIII) and (XVI),
		or the matters other than those that are to be passed by
		special resolutions, shall be approved by ordinary
		resolutions at a general meeting.

- II-3 -

APPENDIX II			PROPOSED AMENDMENTS TO
		THE RULES AND PROCEDURES OF THE
		SHAREHOLDERS' GENERAL MEETINGS


	Existing articles			To be amended as

Article 6 "External guarantee" as mentioned in the	Article 6 "External guarantee" as mentioned in these
Articles of Association refers to guarantee provided by	Rules refers to guarantee provided by the Company for
the Company for others, including guarantee provided by	others, including guarantee provided by the Company for
the Company for its holdings subsidiaries. "Total	its holdings subsidiaries. "Total external guarantee of the
external guarantee of the Company and its holdings	Company and its holdings subsidiaries" refers to the sum
subsidiaries" refers to the sum of Company's total	of Company's total external guarantee including the
external guarantee including the guarantee provided by	guarantee provided by the Company for its holdings
the Company for its holdings subsidiaries plus the total	subsidiaries plus the total external guarantee provided by
external guarantee provided by the holdings subsidiaries	the holdings subsidiaries of the Company. The Board
of the Company. The Board Office of the Company is	Office of the Company is responsible for the
responsible for the preparations and organisations of	preparations and organisations of general meetings.
general meetings.

Article 19 Shareholder(s) either individually or	Article 19 Shareholder(s) either individually or
collectively holding 3% or more of the Company's	collectively holding 3% or more of the Company's
shares may submit their provisional proposals in writing	shares may submit their provisional proposals in writing
to the convener ten (10) working days before the	to the convener ten (10) days before the meeting is
meeting is convened. The convener shall issue a	convened. The convener shall issue a supplementary
supplementary notice of the general meeting to	notice of the general meeting to announce the contents of
announce the contents of the proposals. Other than the	the proposals. Other than the circumstances referred to in
circumstances referred to in the preceding paragraph,	the preceding paragraph, after the convenor has issued
after the convenor has issued the announcement for the	the announcement for the general meeting, no changes
general meeting, no changes shall be made to the stated	shall be made to the stated proposals in the notice of the
proposals in the notice of the meeting or the newly	meeting or the newly added proposals. The general
added proposals. The general meeting shall not vote on	meeting shall not vote on or resolve proposals not stated
or resolve proposals not stated in the notice of the	in the notice of the general meeting or proposals which
general meeting or proposals which do not meet the	do not meet the requirements in Article 17 of these
requirements in Article 17 of these Rules.		Rules.

Article 23 For the matter relating to the election of	Article 23 For the matter relating to the election of
directors and supervisors is proposed to be discussed at	directors and supervisors is proposed to be discussed at
the general meeting, the notice of the meeting shall fully	the general meeting, the notice of the meeting shall fully
disclose the detailed information of the candidates for	disclose the detailed information of the candidates for
directors and supervisors, which should at least include	directors and supervisors, which should at least include
the following:		the following:
(I)	Personal information including	educational	(I)	Personal information including educational
	background, working experience, and any part-		background, working experience, and any part-
	time job;			time job;
(II)	Whether there is any connected	relationship	(II)	Whether there is any connected relationship
	between them and the Company or its		between them and the Company or its
	controlling shareholder(s) and actual controlling		controlling shareholder(s) and actual controlling
	person(s);			person(s);

- II-4 -

APPENDIX II	PROPOSED AMENDMENTS TO
	THE RULES AND PROCEDURES OF THE
	SHAREHOLDERS' GENERAL MEETINGS


Existing articles	To be amended as

Disclosure of their shareholdings in the (III) Disclosure of their shareholdings in the

Company;		Company;
(IV) Whether they have been subject to any	(IV)	Whether they have been subject to any
punishment by China Securities Regulatory		punishment by China Securities Regulatory
Commission or other related authorities or stock		Commission or other related authorities or stock
exchange(s).		exchange(s).
In addition to the adoption of the accumulative voting	In addition to the adoption of the accumulative voting
system to elect directors and supervisors, each of the	system to elect directors and supervisors, each of the
candidates for directors or supervisors shall be proposed	candidates for directors or supervisors shall be proposed
in a separate proposal.	in a separate proposal.
	Where the general meeting intends to discuss the election
	of independent non-executive directors, the circular to
	shareholders and/or explanatory statement accompanying
	the notice of the relevant general meeting should set out:
	(I)	The process used for identifying the individual
		and why the Board believes the individual should
		be elected and the reasons why it considers the
		individual to be independent;
	(II)	If the proposed independent non-executive
		director will be holding his/her seventh (or
		more) listed company directorship, why the
		Board believes the individual would still be
		able to devote sufficient time to the Board;
	(III)	The perspectives, skills and experience that the
		individual can bring to the Board; and
	(IV)	How the individual contributes to diversity of the
		Board.

Article 65 Rights conferred on any class of shareholders	Article 65 Rights conferred on any class of shareholders
in the capacity of shareholders ("class rights") may not	in the capacity of shareholders ("class rights") may not
be varied or abrogated unless approved by a special	be varied or abrogated unless approved by a special
resolution of shareholders in general meeting and by	resolution of shareholders in general meeting and by
holders of shares of that class at a separate meeting	holders of shares of that class at a separate meeting
conducted in accordance with Articles 65 to 69 of these	conducted in accordance with Articles 66 to 70 of these
rules. Any change or abolition of any rights of holders of	rules. Any change or abolition of any rights of holders of
class shares resulted from a change of domestic or	class shares resulted from a change of domestic or
overseas laws, regulations and the listing rules of the	overseas laws, regulations and the listing rules of the
stock exchange(s) where the shares of the Company are	stock exchange(s) where the shares of the Company are
listed and as a result of any decisions or orders legally	listed and as a result of any decisions or orders legally
announced by domestic or overseas regulatory	announced by domestic or overseas regulatory authorities
authorities shall not be subject to approvals of	shall not be subject to approvals of shareholders meeting
shareholders meeting or meeting of holders of class	or meeting of holders of class shares.
shares.

- II-5 -

APPENDIX II		PROPOSED AMENDMENTS TO
	THE RULES AND PROCEDURES OF THE
	SHAREHOLDERS' GENERAL MEETINGS


	Existing articles		To be amended as

Article 67 Shareholders of the affected class, whether or	Article 67 Shareholders of the affected class, whether or
not otherwise entitled to vote at shareholders' general	not otherwise entitled to vote at shareholders' general
meetings, shall nevertheless be entitled to vote at class	meetings, shall nevertheless be entitled to vote at class
meetings in respect of matters concerning sub paragraphs	meetings in respect of matters concerning sub paragraphs
(2) to (8), (11) and (12) of Article 64, but interested	(2) to (8), (11) and (12) of Article 66, but interested
shareholder(s) shall not be entitled to vote at class	shareholder(s) shall not be entitled to vote at class
meetings. The meaning of "interested shareholder(s)" as	meetings. The meaning of "interested shareholder(s)" as
mentioned in the preceding paragraph is:	mentioned in the preceding paragraph is:
(I)	in the case of a repurchase of shares by pro rata	(I)	in the case of a repurchase of shares by pro rata
	offers to all shareholders or public dealing on a		offers to all shareholders or public dealing on a
	stock exchange under the Articles of Association		stock exchange under the Articles of Association
	of the Company, an "interested shareholder"		of the Company, an "interested shareholder"
	refers to a controlling shareholder within the		refers to a controlling shareholder within the
	meaning of the Articles of Association of the		meaning of the Articles of Association of the
	Company;		Company;
(II)	in the case of a repurchase of the company's own	(II)	in the case of a repurchase of the company's own
	share by an agreement under the Articles of		share by an agreement under the Articles of
	Association of the Company, "an interested		Association of the Company, "an interested
	shareholder" refers to the shareholder who is		shareholder" refers to the shareholder who is
	related to the agreement;		related to the agreement;
(III)	in the case of a restructuring of the Company,	(III)	in the case of a restructuring of the Company,
	"an interested shareholder" refers to a		"an interested shareholder" refers to a
	shareholder within a class who bears less than		shareholder within a class who bears less than a
	a proportionate burden imposed on that class		proportionate burden imposed on that class under
	under the proposed restructuring or who has an		the proposed restructuring or who has an interest
	interest in the proposed restructuring different		in the proposed restructuring different from the
	from the interest of shareholders of that class.		interest of shareholders of that class.

Article 77 In the event matters are not dealt with by	Article 77 Any matters not covered in these Rules shall
these Rules or these Rules are in contradiction to the	be subject to relevant national laws and regulations, the
laws and regulations, the listing rules of the Stock	listing rules of the place where the shares of the
Exchange(s) where the shares of the Company are listed	Company are listed and the Articles of Association. If
or the Articles of Association, the applicable laws and	these Rules are inconsistent with the laws and
regulations, the listing rules of the Stock Exchange(s)	regulations promulgated by the State in the future, the
where the shares of the Company are listed and the	listing rules of the place where the shares of the
Articles of Association shall prevail.	Company are listed or the Articles of Association 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 of Association, and shall be revised
		immediately and submitted to the Board for
		consideration and approval.

- II-6 -

APPENDIX III	PROPOSED AMENDMENTS TO
	THE RULES AND PROCEDURES OF
	MEETINGS OF THE BOARD OF DIRECTORS

The full text of the Proposed Amendments to the Rules and Procedures of Meetings of the Board of

Directors is set out below.

- III-1 -

- III-2 -

APPENDIX III		PROPOSED AMENDMENTS TO
		THE RULES AND PROCEDURES OF
	MEETINGS OF THE BOARD OF DIRECTORS


	Existing articles		To be amended as

(XXI)	to consider and approve external guarantees	(XXI)	to consider and approve external guarantees
	given by the Company pursuant to the Articles		given by the Company pursuant to the Articles
	of Association not subject to consideration by		of Association not subject to consideration by
	the general meeting;		the general meeting;
(XXII)	to decide on the establishment or cancellation	(XXII)	to decide on the establishment or cancellation
	of any branches of the Company;		of any branches of the Company;
(XXIII)	to decide on such matters as the merger,	(XXIII)	to decide on such matters as the merger,
	division and reorganization of the subsidiaries		division and reorganization of the subsidiaries
	of the Company;		of the Company;
(XXIV)	to decide on the salary, benefits, award and	(XXIV)	to decide on the salary, benefits, award and
	punishment policy and plan;		punishment policy and plan;
(XXV)	to decide on the risk management system of the	(XXV)	to decide on the risk management system of the
	Company, including risk appraisal, financial		Company, including risk appraisal, financial
	control, internal audit, legal risk control and to		control, internal audit, legal risk control and
	monitor its implementation;		to monitor its implementation;
(XXVI)	to appoint or replace the directors and	(XXVI)	to decide on the establishment of specialized
	supervisors who are not representatives of		committees under the Board, to appoint or
	employees of the wholly-owned subsidiaries		dismiss the directors of specialized committees
	of the Company, to recommend candidates for		under the Board;
	directors and supervisors who are not
	representatives of employees of the controlling	(XXVII) to decide on the asset pledge or charge created
	and shareholding subsidiaries of the Company		by the Company for its own debts;
	and to recommend candidates for senior
	management personnel of the wholly-owned	(XXVIII) to decide on the provision of guarantees for
	and controlling subsidiaries;		loans granted to the headquarters of the
(XXVII) to decide on the establishment of specialized		Company;

	committees under the Board, to appoint or	(XXIX)	to decide on expenses other than the annual
	dismiss the directors of specialized committees		budget of the Company;
	under the Board;

(XXVIII) to decide on the asset pledge or charge created by the Company for its own debts;

(XXIX) to manage the records of the responsible persons of the functional departments of the headquarters of the Company;

- III-3 -

APPENDIX III	PROPOSED AMENDMENTS TO
	THE RULES AND PROCEDURES OF
MEETINGS OF THE BOARD OF DIRECTORS


Existing articles		To be amended as

(XXX) to decide on the provision of guarantees for	(XXX)	to promote the law-based operation and
loans granted to the headquarters of the		decision-making,	review	and	monitor	the
Company;		Company's	policies and practices	on
		compliance with laws and regulatory
(XXXI) to decide on expenses other than the annual		requirements, guide and supervise the
budget of the Company;		construction plan of corporate rule of law,
		establish and implement the general legal
(XXXII) to exercise other functions and powers specified		adviser system, guide the study of resolving
in relevant laws, administrative regulations,		major issues on construction of corporate rule
departmental rules and the Articles of		of law, promote publicity and education on the
Association or granted by the general meetings.		corporate rule of law, so as to provide the
		conditions and protection for the construction of
In exercising the aforesaid powers and functions, the		corporate rule of law; if legal issues are
Board shall also observe laws and regulations and the		involved in matters to be studied and
listing rules of the stock exchange(s) applicable to		considered, the general legal adviser shall be
domestic and overseas listed comapnies.		notified to attend the meeting and listen to the
		opinions;
	(XXXI)	to establish and review the Company's policies
		and practices on corporate governance and
		make recommendations to the Board.
	(XXXII) to review	and	monitor	the	training	and
		continuing	professional	development	of
		Directors and senior management;
	(XXXIII) to review the Company's compliance with the
		Corporate Governance Code as set out in
		Appendix 14 of the Rules Governing the
		Listing of Securities on The Stock Exchange
		of Hong Kong Limited and disclosure in the
		Corporate Governance Report;
	(XXXIV) to exercise other functions and powers specified
		in relevant laws, administrative regulations,
		departmental rules and the Articles of
		Association or granted by the general meetings.
	In exercising the aforesaid powers and functions, the
	Board shall also observe laws and regulations and the
	listing rules of the stock exchange(s) applicable to
	domestic and overseas listed companies.

- III-4 -

APPENDIX III		PROPOSED AMENDMENTS TO
		THE RULES AND PROCEDURES OF
	MEETINGS OF THE BOARD OF DIRECTORS


	Existing articles		To be amended as

Article 6 Pursuant to Articles of Association, the	Article 6 Pursuant to Articles of Association, the
chairman of the Board shall exercise the following	chairman of the Board shall exercise the following
functions and powers:	functions and powers:
(I)	to preside over general meetings and to convene	(I)	to preside over general meetings and to convene
	and preside over Board meetings;		and preside over Board meetings;
(II)	to examine and supervise the implementation of	(II)	to examine and supervise the implementation of
	the resolutions of the Board;		the resolutions of the Board;
(III)	to nominate Board secretary;	(III)	to nominate Board secretary;
(IV)	to organize formulation of regulations on the	(IV)	to organize formulation of regulations on the
	operation of the Board, and to coordinate the		operation of the Board, and to coordinate the
	operation of the Board;		operation of the Board;
(V)	to hear the regular or irregular work reports of	(V)	to hear the regular or irregular work reports of
	the senior executives of the Company, and give		the senior executives of the Company, and give
	opinions guiding execution of the resolutions of		opinions guiding execution of the resolutions of
	the Board;		the Board;
(VI)	to exercise other functions and powers specified	(VI)	to listen to the work report on the rule of law
	in relevant laws, administrative rules,		construction of the Company;
	regulations of relevant authorities or Articles
	of Association or granted by the general	(VII)	to exercise other functions and powers specified
	meetings.		in relevant laws, administrative rules,
			regulations of relevant authorities or Articles
			of Association or granted by the general
			meetings.

Article 12 The board shall have a board office for	Article 12 The board shall have a board office for
handling the daily affairs of the board. The secretary of	handling the daily affairs of the board.
the Board or securities affair representative shall serve
concurrently as the officer in charge of the Board office
and keep the seals of the Board and the Board office.

Article 14 Members of the special committees shall be	Article 14 Members of the special committees shall be
directors as nominated by the chairman and approved by	directors as nominated by the chairman, or more than
the Board, and shall be accountable to the Board.	half of the independent non-executive directors, or one
Conveners of the special committees shall be nominated	third of all of the directors, and shall be elected by and
by the chairman and approved by the Board.	accountable to the Board. The chairman of the special
		committees shall be elected by the special committees
		and reported to the Board for approval.

- III-5 -

APPENDIX III	PROPOSED AMENDMENTS TO
	THE RULES AND PROCEDURES OF
MEETINGS OF THE BOARD OF DIRECTORS


Existing articles	To be amended as

Article 17 Board meetings include regular meetings and	Article 17 Board meetings include regular meetings and
provisional meetings. The Board shall hold at least four	provisional meetings. The Board shall hold at least four
regular meetings every year, usually once every quarter.	regular meetings every year, usually once every quarter.
Before serving the notice of regular meeting of the	Every regular meeting of the Board will have a majority
Board, the office of the Board shall adequately consult	of directors who are entitled to attend the meeting to
with the directors, and shall accordingly formulate a	attend by person, or participate actively through
preliminary proposal for meeting and submit the same to	electronic communication methods. Therefore, regular
the chairman of the Board for consideration. Before	meetings of the Board shall not include the obtaining of
deciding a proposal, the chairman may, where necessary,	approval from the Board by means of circulation of
seek opinions of the general manager and other senior	written resolutions. Before serving the notice of regular
executives.	meeting of the Board, the office of the Board shall
	adequately consult with the directors, and shall
	accordingly formulate a preliminary proposal for
	meeting and submit the same to the chairman of the
	Board for consideration. Before deciding a proposal, the
	chairman may, where necessary, seek opinions of the
	general manager and other senior executives.

Article 35 Where more than half of the attending	Article 35 Where more than half of the attending
directors or more than two independent directors think	directors or more than two independent directors think
they cannot make judgments on relevant issues because	they cannot make judgments on relevant issues because
the relevant proposal is not clear or specific or the	the relevant proposal is not clear or specific or the
meeting documents are inadequate, the presider shall	meeting documents are inadequate, the presider shall
require the meeting to suspend voting on the said	require the meeting to suspend voting on the said
proposal. The director proposing suspension of voting	proposal, and the Board shall duly accept and the
shall provide definite requirements for the conditions to	Company shall disclose the relevant information in a
be met for resubmitting the said proposal for	timely manner. The director proposing suspension of
deliberation.	voting shall provide definite requirements for the
	conditions to be met for resubmitting the said proposal
	for deliberation.

- III-6 -

APPENDIX III		PROPOSED AMENDMENTS TO
		THE RULES AND PROCEDURES OF
	MEETINGS OF THE BOARD OF DIRECTORS


	Existing articles		To be amended as

Article 45 The Board secretary shall arrange Board	Article 45 The Board secretary shall arrange Board
office staff to record the minutes of the Board meeting.	office staff to record the minutes of the Board meeting.
Minutes shall be signed by all attending directors, Board	Minutes shall be signed by all attending directors, Board
secretary and the person taking the minutes. The minutes	secretary and the person taking the minutes. The minutes
shall include the following information:	shall include the following information:
(I)	the serial number, time, venue and form of the	(I)	the serial number, time, venue and form of the
	meeting;		meeting;
(II)	sending of the notice of meeting;	(II)	sending of the notice of meeting;
(III)	convener and presider of the meeting;	(III)	convener and presider of the meeting;
(IV)	the agenda of the meeting;	(IV)	the agenda of the meeting;
(V)	the names of the attending directors and the	(V)	the names of the attending directors and the
	directors (proxies) attending the meeting on		directors (proxies) attending the meeting on
	behalf of others;		behalf of others;
(VI)	the proposals considered at the meeting, chief	(VI)	the proposals considered at the meeting, chief
	comments and opinions of directors on relevant		comments and opinions of directors on relevant
	issues;		issues, any doubts or objections raised by the
(VII)	the voting method and result for each resolution		directors;

	(the voting result shall set out the numbers of	(VII)	the voting method and result for each resolution
	pros, cons and abstentions and names of		(the voting result shall set out the numbers of
	voters);		pros, cons and abstentions and names of
(VIII)	other issues that the attending directors think		voters);

	should be recorded.	(VIII)	other issues that the attending directors think
			should be recorded.

Article 46 Where a Board meeting is held onsite, the	Article 46 Where a Board meeting is held onsite, the
Board secretary shall organize Board office staff to serve	Board secretary shall organize Board office staff to serve
the meeting minutes to the attending directors within	the meeting minutes to the attending directors within
three days after conclusion of the meeting. Where a	three days after conclusion of the meeting. Where a
Board meeting is held offsite, the Board secretary shall	Board meeting is held offsite, the Board secretary shall
organize Board office staff to finish sorting out the	organize Board office staff to finish sorting out the
meeting minutes and forming resolutions within three	meeting minutes and forming resolutions within three
days after conclusion of the meeting and send the	days after conclusion of the meeting and send the
minutes and resolutions to the attending directors. The	minutes and resolutions to all the directors. The
directors shall sign the minutes and resolutions after	attending directors shall sign the minutes and
receipt of the same and shall within three days send the	resolutions after receipt of the same and shall within
same to the Board secretary.	three days send the same to the Board secretary.

- III-7 -

APPENDIX III	PROPOSED AMENDMENTS TO
	THE RULES AND PROCEDURES OF
MEETINGS OF THE BOARD OF DIRECTORS


Existing articles	To be amended as

Article 47 The attending directors shall sign the minutes,	Article 47 The attending directors shall sign the minutes,
resolutions and summary of the meeting in person or on	resolutions and summary of the meeting in person or on
behalf of the directors appointing them to attend the	behalf of the directors appointing them to attend the
meeting. Where the directors disagree over the minutes,	meeting. Where the directors disagree over the minutes,
resolutions and summary of the meeting, they may attach	resolutions and summary of the meeting, they may attach
written remarks when signing the same.	written remarks when signing the same. The Company
	shall send the final draft of the minutes, resolutions and
	summary of the meeting to all members of the Board for
	record purpose.

Article 54 Matters not covered herein or conflicts	Article 54 Any matters not covered in these Rules shall
between these Rules and laws and regulations, listing	be subject to relevant national laws and regulations, the
rules of the stock exchange with which the Company is	listing rules of the place where the shares of the
listed or Articles of Association shall be governed by the	Company are listed and the Articles of Association. If
applicable laws and regulations, listing rules and Articles	these Rules are inconsistent with the laws and
of Association.	regulations promulgated by the State in the future, the
	listing rules of the place where the shares of the
	Company are listed or the Articles of Association 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 of Association, and shall be revised
	immediately and submitted to the Board for
	consideration and approval.

- III-8 -

APPENDIX IV	PROPOSED AMENDMENTS TO
	THE RULES AND PROCEDURES OF
	MEETINGS OF THE SUPERVISORY COMMITTEE

The full text of the Proposed Amendments to the Rules and Procedures of Meetings of the

Supervisory Committee is set out below.

	Existing articles		To be amended as

Article 12 The Supervisory Committee shall exercise the	Article 12 The Supervisory Committee shall exercise the
following functions and powers according to law:	following functions and powers according to law:
(I)	to examine the regular reports of the Company	(I)	to examine the regular reports of the Company
	prepared by the Board and produce written		prepared by the Board and produce written
	opinions thereon;		opinions thereon;
(II)	to review the financial affairs of the Company;	(II)	to review the financial affairs of the Company;
(III)	to supervise the work of the directors and	(III)	to supervise the work of the directors and senior
	senior executives, and propose dismissal of		executives, and propose dismissal of directors
	directors and senior executives who have		and senior executives who have violated laws,
	violated laws, administrative rules, the Articles		administrative rules, the Articles of Association
	of Association or the resolutions of general		or the resolutions of general meetings;
	meetings;	(IV)	if any act of the directors, general manager, and

(IV)	if any act of the directors, general manager, and		other senior executives damages the interests of
	other senior executives damages the interests of		the Company, to require them to rectify such
	the Company, to require them to rectify such		act accordingly;
	act accordingly;	(V)	to present motions to general meetings;
(V)	to present motions to general meetings;
(VI)	to propose the convening of extraordinary

(VI)	to propose the convening of extraordinary		general meetings and, in case the Board does
	general meetings and, in case the Board does		not perform the obligations to convene and
	not perform the obligations to convene and		preside over the general meetings in accordance
	preside over the general meetings in accordance		with Company Law, to convene and preside the
	with Company Law, to convene and preside the		general meetings;
	general meetings;	(VII)	to propose to convene a provisional Board

(VII)	to propose to convene a provisional Board		meeting;
	meeting;	(VIII)	to elect chairman of the Supervisory

(VIII)	to elect chairman of the Supervisory		Committee;
	Committee;	(IX)	to initiate legal proceedings against the

(IX)	to initiate legal proceedings against the		directors or senior management personnel in
	directors or senior management personnel in		accordance with Company Law;
	accordance with Company Law;	(X)	if there are any unusual circumstances in the

(X)	if there are any unusual circumstances in the		Company's operations, to conduct investigation,
	Company's operations, to conduct investigation,		and, if necessary, to engage an accounting firm,
	and, if necessary, to engage an accounting firm,		law firm or other professionals to assist in their
	law firm or other professionals to assist in their		work at the costs of the Company;
	work at the costs of the Company;	(XI)	to exercise other functions and powers

(XI)	to exercise other functions and powers		stipulated by laws, regulations and the Articles
	stipulated by laws, regulations and the		of Association.
	Articles of Association.

- IV-1 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of COSCO SHIPPING Energy Transportation Co., Ltd. (the "Company") will be held at 10:00 a.m. on Tuesday, 17 December 2019 (or at any adjournment thereof) 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 following resolutions. Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the announcements of the Company dated 30 October 2019 in relation to, among other things, the Proposed Amendments and the Proposed Non-public Issuance of A Shares (the "Extension Announcement").

SPECIAL RESOLUTIONS

1. To consider and approve the resolution in relation to the proposed amendments to the articles of association of the Company (the "Proposed Amendments to the Articles of Association"):
  "THAT
2. 1. the Proposed Amendments to the Articles of Association be and are hereby approved and confirmed; and
  2. any one director of the Company be and is hereby authorised to do all such acts and things (including filing the amended articles of association of the Company with the relevant authorities for approval, endorsement and/or registration as appropriate) and execute and deliver all such documents, deeds or instruments (including affixing the common seal of the Company thereon) and take all such steps as the director in his or her sole opinion and absolute discretion may consider necessary, appropriate or desirable to implement or give effect to the Proposed Amendments to the Articles of Association."
3. To consider and approve the resolution in relation to the proposed amendments to the rules and procedures of shareholders' general meetings of the Company (the "Proposed Amendments to the Rules and Procedures of Shareholders' General Meetings"):
For identification purposes only

- EGM-1 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

"THAT

1. the Proposed Amendments to the Rules and Procedures of Shareholders' General Meetings be and are hereby approved and confirmed; and
2. any one director of the Company be and is hereby authorised to do all such acts and things (including filing the amended rules and procedures of shareholders' general meetings of the Company with the relevant authorities for approval, endorsement and/or registration as appropriate) and execute and deliver all such documents, deeds or instruments (including affixing the common seal of the Company thereon) and take all such steps as the director in his or her sole opinion and absolute discretion may consider necessary, appropriate or desirable to implement or give effect to the Proposed Amendments to the Rules and Procedures of Shareholders' General Meetings."
To consider and approve the resolution in relation to the proposed amendments to the rules and procedures of meetings of the board of directors of the Company (the "Proposed Amendments to the Rules and Procedures of Meetings of the Board of Directors"):
"THAT
1. the Proposed Amendments to the Rules and Procedures of Meetings of the Board of Directors be and are hereby approved and confirmed; and
2. any one director of the Company be and is hereby authorised to do all such acts and things (including filing the amended rules and procedures of meetings of the board of directors of the Company with the relevant authorities for approval, endorsement and/or registration as appropriate) and execute and deliver all such documents, deeds or instruments (including affixing the common seal of the Company thereon) and take all such steps as the director in his or her sole opinion and absolute discretion may consider necessary, appropriate or desirable to implement or give effect to the Proposed Amendments to the Rules and Procedures of Meetings of the Board of Directors."
To consider and approve the resolution in relation to the proposed amendments to the rules and procedures of meetings of the supervisory committee of the Company (the "Proposed Amendments to the Rules and Procedures of Meetings of the Supervisory Committee"):
"THAT
1. the Proposed Amendments to the Rules and Procedures of Meetings of the Supervisory Committee be and are hereby approved and confirmed; and
2. any one director of the Company be and is hereby authorised to do all such acts and things (including filing the amended rules and procedures of meetings of the supervisory committee of the Company with the relevant authorities for approval, endorsement and/ or registration as appropriate) and execute and deliver all such documents, deeds or

- EGM-2 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

instruments (including affixing the common seal of the Company thereon) and take all such steps as the director in his or her sole opinion and absolute discretion may consider necessary, appropriate or desirable to implement or give effect to the Proposed Amendments to the Rules and Procedures of Meetings of the Supervisory Committee."

To consider and approve the extension of the validity period of the shareholders' resolutions relating to the Proposed Non-public Issuance of A Shares.
To consider and approve the extension of the validity period of the authorisation granted to the Board and any person authorised by the Board to handle all matters relating to the Proposed Non-public Issuance of A Shares.

By order of the Board

COSCO SHIPPING Energy Transportation Co., Ltd.

Yao Qiaohong

Company Secretary

1 November 2019

Shanghai, the People's Republic of China

Notes:

The H share register of the Company will be closed from Saturday, 16 November 2019 to Tuesday, 17 December 2019 (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 on Tuesday, 17 December 2019 are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the EGM, 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 Friday, 15 November 2019.
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 EGM, must complete the reply slips for attending the EGM and return them to the Office of the Board of Directors of the Company not later than 20 days before the date of the EGM, i.e. no later than Wednesday, 27 November 2019.

- EGM-3 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

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

7th Floor, 670 Dongdaming Road Hongkou District, Shanghai

the People's Republic of China

Postal Code: 200080

Tel: 86 (21) 6596 6666

Fax: 86 (21) 6596 6160

Each holder of H shares who has the right to attend and vote at the EGM 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 EGM.
The instrument appointing a proxy must be in writing under the hand of the appointor or his proxy duly authorised in writing or, if the principal is a legal person, under seal or under the hand of the director or proxy duly authorised. Where such instrument is signed by a person authorised by the appointor, the power of attorney authorising signature or other authorisation documents shall be notarised.
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 EGM (or any adjournment thereof) in order for such documents to be valid.
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 EGM. Notes (D) to (E) 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 Board of Directors, the address of which is set out in Note (C) above, not less than 24 hours before the time appointed for holding the EGM (or any adjournment thereof) in order for such documents to be valid.
If a proxy attends the EGM 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 EGM, 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 EGM, 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.
The EGM is expected to last for an hour. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.
As at the date of this notice, the board of directors of the Company comprises Mr. Liu Hanbo and Mr. Zhu Maijin 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.

- EGM-4 -

NOTICE OF H SHARES CLASS MEETING

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)

NOTICE OF H SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that the class meeting for holders of H Shares ("H Shares Class Meeting") of COSCO SHIPPING Energy Transportation Co., Ltd. (the "Company") will be held at 10:00 a.m. on Tuesday, 17 December 2019 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People's Republic of China (to be convened in the order of the extraordinary general meeting, class meeting for holders of A shares and H Shares Class Meeting) to consider and, if thought fit, approve the following resolutions. Reference is made to the announcement of the Company dated 30 October 2019 (the "Announcement") in respect of the extension of validity period of the shareholders' resolutions relating to the Proposed Non-public Issuance of A shares and authorisation granted to the Board and any person authorized by the Board to handle all matters in connection with the Proposed Non-public Issuance of A shares of the Company, which contains details of the transactions referred to in the resolutions below. Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the Announcement.

SPECIAL RESOLUTIONS

To consider and approve the extension of the validity period of the shareholders' resolutions relating to the Proposed Non-public Issuance of A Shares.
To consider and approve the extension of the validity period of the authorisation granted to the Board and any person authorised by the Board to handle all matters relating to the Proposed Non-public Issuance of A Shares.

By order of the Board

COSCO SHIPPING Energy Transportation Co., Ltd.

Yao Qiaohong

Company Secretary

1 November 2019

Shanghai, the People's Republic of China

* For identification purposes only

- HCM-1 -

NOTICE OF H SHARES CLASS MEETING

Notes:

The H share register of the Company will be closed from Saturday, 16 November 2019 to Tuesday, 17 December 2019 (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 on Tuesday, 17 December 2019 are entitled to attend and vote at the H Shares Class Meeting after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the H Shares Class Meeting, 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 Friday, 15 November 2019.
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 H Shares Class Meeting, must complete the reply slips for attending the H Shares Class Meeting and return them to the Office of the Board of Directors of the Company not later than 20 days before the date of the H Shares Class Meeting, i.e. no later than Wednesday, 27 November 2019.
Details of the Office of the Board of Directors of the Company are as follows:
7th Floor, 670 Dongdaming Road Hongkou District, Shanghai
the People's Republic of China Postal Code: 200080
Tel: 86 (21) 6596 6666
Fax: 86 (21) 6596 6160
Each holder of H shares 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 that proxy is a shareholder or not, to attend and vote on his behalf at the H Shares Class Meeting.
The instrument appointing a proxy must be in writing under the hand of the appointor or his proxy duly authorised in writing or, if the principal is a legal person, under seal or under the hand of the director or proxy duly authorised. Where such instrument is signed by a person authorised by the appointor, the power of attorney authorising signature or other authorisation documents shall be notarised.
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 H Share Class Meeting (or any adjournment thereof) in order for such documents to be valid.
If a proxy attends the H Shares Class Meeting 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 H Shares Class Meeting, 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

- HCM-2 -

NOTICE OF H SHARES CLASS MEETING

representative to attend the H Shares Class Meeting, 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.

The H Shares Class Meeting is expected to last for an hour. Shareholders attending the H Shares Class Meeting are responsible for their own transportation and accommodation expenses.
As at the date of this notice, the board of directors of the Company comprises Mr. Liu Hanbo and Mr. Zhu Maijin 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.

- HCM-3 -

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COSCO Shipping Energy Transportation Co. Ltd. published this content on 22 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 November 2019 10:16:05 UTC

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Company Profile

COSCO SHIPPING Energy Transportation Co.,Ltd., formerly China Shipping Development Company Limited, is a shipping company mainly engaged in oil products shipping and liquefied natural gas (LNG) shipping. The oil products that the Company ships include crude oil and refined oil products. The Company is also engaged in the shipment of dry bulk goods, such as coal, iron ore and other dry bulk, as well as vessel chartering. The Company operates it business in domestic market and overseas markets.

Sector

Oil & Gas Transportation Services

Calendar

2024-04-25 - Q1 2024 Earnings Release

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Income Statement Evolution

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Ratings for COSCO SHIPPING Energy Transportation Co., Ltd.

Trading Rating

Investor Rating

ESG Refinitiv

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Analysts' Consensus

Sell

Buy

Mean consensus

BUY

Number of Analysts

Last Close Price

7.977 CNY

Average target price

9.96 CNY

Spread / Average Target

+24.86%

Consensus

EPS Revisions

Estimates Revisions

Quarterly revenue - Rate of surprise

Company calendar

Sector Sea-Borne Tankers

	1st Jan change	Capi.
COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.	+20.49%	9.11B
FRONTLINE PLC	+14.06%	5.09B
SCORPIO TANKERS INC.	+12.60%	3.41B
INTERNATIONAL SEAWAYS, INC.	+13.48%	2.53B
NANJING TANKER CORPORATION	+32.14%	2.45B
BW LPG LIMITED	-5.22%	1.71B
DORIAN LPG LTD.	-10.05%	1.6B
FLEX LNG LTD.	-12.66%	1.37B
ODFJELL SE	+42.15%	1.13B
NAVIGATOR HOLDINGS LTD.	+1.92%	1.09B

Sea-Borne Tankers

	Board of Directors and the Supervisory		Board of Directors and the Supervisory
	Committee;		Committee;
IV.	Examining and approving the Company's annual	IV.	Examining and approving the Company's annual
	financial budget scheme and final calculation		financial budget scheme and final calculation
	scheme;		scheme;
V.	Examining and approving the Company's profit	V.	Examining and approving the Company's profit
	distribution schemes and loss compensation		distribution schemes and loss compensation
	schemes;		schemes;
VI.	Deciding on increases/decreases of the registered	VI.	Deciding on increases/decreases of the registered
	capital of the Company;		capital of the Company;
VII.	Deciding on the merger, division, dissolution,	VII.	Deciding on the merger, division, dissolution,
	liquidation or transformation of the Company;		liquidation or transformation of the Company;
VIII. Deciding on plans for issue of the Company's	VIII. Deciding on plans for issue of the Company's
	bonds or other securities and listing;		bonds or other securities and listing;
IX.	Deciding on the appointment or dismissal of the	IX.	Deciding on the appointment or dismissal of the
	Company's accounting firm;		Company's accounting firm;
X.	Revising these Articles of Association;	X.	Revising these Articles of Association;
XI.	Considering and approving matters relating to the	XI.	Considering and approving matters relating to the
	guarantees stipulated in Article 65 hereof;		guarantees stipulated in Article 65 hereof;
XII.	Considering and approving the Company's	XII.	Considering and approving the Company's
	purchase or disposal of major assets within one		purchase or disposal of major assets within one
	year with a transaction amount exceeding 30% of		year with a transaction amount exceeding 30% of
	the latest audited total assets of the Company;		the latest audited total assets of the Company;
	(other than asset disposals between the Company		(other than asset disposals between the Company
	and its controlling subsidiaries, and among the		and its controlling subsidiaries, and among the
	controlling subsidiaries);		controlling subsidiaries);

	Existing articles		To be amended as

Article 1 In order to regulate the rules of procedure and	Article 1 In order to regulate the rules of procedure and
decision-making of the Board of Directors of COSCO	decision-making of the Board of Directors of COSCO
SHIPPING Energy Transportation Co., Ltd. ("the	SHIPPING Energy Transportation Co., Ltd. ("the
Company"), to make the directors and the Board	Company"), to make the directors and the Board
effectively perform their duties, and to ensure the	effectively perform their duties, and to ensure the
standard	operation and scientific decision-making of	standard	operation and scientific decision-making of
the Board, these Rules are formulated in accordance with	the Board, these Rules are formulated in accordance with
the Company Law of the People's Republic of China	the Company Law of the People's Republic of China
("Company Law"), Securities Law of the People's	("Company Law"), Securities Law of the People's
Republic of China, Mandatory Provisions for the	Republic of China, Mandatory Provisions for the
Articles of Association of Companies Listed Overseas,	Articles of Association of Companies Listed Overseas,
Standards for the Governance of Listed Companies,	Standards for the Governance of Listed Companies, the
Stock Listing Rules of Shanghai Stock Exchange, Rules	Rules Governing the Listing of Stocks on Shanghai
Governing the Listing of Securities on the Stock	Stock Exchange, the Rules Governing the Listing of
Exchange of Hong Kong Limited, the Listing Rules of	Securities on The Stock Exchange of Hong Kong
the Shanghai Stock Exchange and Articles of	Limited, and Articles of Association of COSCO
Association of COSCO SHIPPING Energy	SHIPPING Energy Transportation Co., Ltd. ("Articles
Transportation Co., Ltd. ("Articles of Association").	of Association").

Article 4 Pursuant to Articles of Association, the Board	Article 4 Pursuant to Articles of Association, the Board
shall exercise the following functions and powers:	shall exercise the following functions and powers:
(I)	to convene general meetings and report to	(I)	to convene general meetings and report to
	general meetings;		general meetings;
(II)	to execute resolutions of general meetings;	(II)	to execute resolutions of general meetings;
(III)	to resolve on the business plans and investment	(III)	to resolve on the business plans and investment
	plans of the Company;		plans of the Company;
(IV)	to decide on the investment, purchase and	(IV)	to decide on the investment, purchase and
	disposal of assets, asset mortgage, consigned		disposal of assets, asset mortgage, consigned
	financial management, connected transactions,		financial management, connected transactions,
	etc. within the authority granted by the general		etc. within the authority granted by the general
	meeting;		meeting;
(V)	to prepare the annual financial budgets and	(V)	to prepare the annual financial budgets and final
	final accounting plans of the Company;		accounting plans of the Company;
(VI)	to prepare the profit distribution plan and loss	(VI)	to prepare the profit distribution plan and loss
	makeup plan of the Company;		makeup plan of the Company;
(VII)	to formulate plans for the increase or decrease	(VII)	to formulate plans for the increase or decrease
	of the registered capital of the Company;		of the registered capital of the Company;