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 and other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in COSCO SHIPPING Development Co., Ltd., you should at once hand this circular, the form of proxy and reply slip to the purchaser or the 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. 中遠海運發展股份有限公司 COSCO SHIPPING Development Co., Ltd.* (A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 02866) (1) 2016 REPORT OF THE BOARD (2) 2016 REPORT OF THE SUPERVISORY COMMITTEE (3) 2016 WORK REPORT OF INDEPENDENT DIRECTORS (4) 2016 FINANCIAL STATEMENTS AND AUDITORS’ REPORT (5) 2016 ANNUAL REPORT (6) 2016 PROFIT DISTRIBUTION PLAN (7) REMUNERATION OF DIRECTORS AND SUPERVISORS FOR THE YEAR 2017 (8) RE-APPOINTMENT OF PRC AUDITOR, INTERNAL CONTROL AUDITOR AND INTERNATIONAL AUDITOR FOR THE YEAR 2017 (9) DISCLOSEABLE AND CONNECTED TRANSACTION – ASSIGNMENT AND NOVATION OF SHIPBUILDING CONTRACTS (10) CAPITAL CONTRIBUTION TO CHINA BOHAI BANK (11) PROVISIONS OF GUARANTEES AND (12) SUPPLEMENTAL NOTICE OF AGM 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 9 to 28 of this circular. A letter from the Independent Board Committee to the Independent Shareholders is set out on pages 29 to 30 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 31 to 45 of this circular. The Original Notice of AGM convening the AGM to be held at 1:30 p.m. on Tuesday, 20 June, 2017 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New Area, Shanghai, the People’s Republic of China was despatched to the Shareholders on 5 May 2017, which is reproduced on pages AGM-1 to AGM-4 of this circular. The Supplemental Notice of AGM, which contains additional resolutions to be proposed at the AGM, is set out on pages SAGM-1 to SAGM-3 of this circular. * The Company is a registered non-Hong Kong company as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and it is registered under its Chinese name and under the English name “COSCO SHIPPING Development Co., Ltd.”. 31 May 2017 CONTENTS Page DEFINITIONS .................................................... 1 LETTER FROM THE BOARD ....................................... 9 LETTER FROM THE INDEPENDENT BOARD COMMITTEE ............. 29 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ............. 31 APPENDIX I – WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2016 ...... I-1 APPENDIX II – GENERAL INFORMATION ........................ II-1 NOTICE OF AGM .................................................AGM-1 SUPPLEMENTAL NOTICE OF AGM ..................................SAGM-1 –i– DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: “13,500 TEU Shipbuilding collectively, the eight shipbuilding contracts for the Contracts” construction of the 13,500 TEU Vessels entered into between COSCO SHIPPING HK (as buyer) and the 13,500 TEU Vessel Builders (as seller) on 29 July 2015 “13,500 TEU Vessels” collectively, the eight container vessels with a capacity of 13,500 TEU each (No. H3025/H3026/H3027/H3028/ H3029/H3030/H3031/H3032) originally proposed to be acquired by COSCO SHIPPING HK under the 13,500 TEU Shipbuilding Contracts and which are under construction “13,500 TEU Vessel Assignment collectively, the eight assignment agreements entered Agreements” into between COSCO Shipping HK (as assignor) and COSCO Mercury (as assignee) on 4 May 2017 in respect of the assignment of the 13,500 TEU Shipbuilding Contracts “13,500 TEU Vessel Builders” collectively, CSTC and Shanghai Jiangnan Changxing “13,500 TEU Vessel Variation collectively, the eight variation agreements entered into Agreements” between COSCO Shipping HK (as original buyer), COSCO Mercury (as new buyer) and the 13,500 TEU Vessel Builders (as seller) on 4 May 2017 in respect of the novation of the 13,500 TEU Shipbuilding Contracts “21,000 TEU Shipbuilding collectively, the six shipbuilding contracts for the Contracts” construction of the 21,000 TEU Vessels entered into between Oriental Fleet (as buyer) and the 21,000 TEU Vessel Builders (as seller) on 30 October 2015 “21,000 TEU Vessels” collectively, the six container vessels with a capacity of 21,000 TEU each (No. H1416/H1417/H1420/H1427/ H1428/H1429) originally proposed to be acquired by Oriental Fleet under the 21,000 TEU Shipbuilding Contracts and which are under construction “21,000 TEU Vessel Builders” collectively, CSTC and Shanghai Waigaoqiao –1– DEFINITIONS “21,000 TEU Vessel Memoranda collectively, the six memoranda of agreement entered of Agreement” into between Oriental Fleet (as assignor) and COSCO Mercury (as assignee) on 4 May 2017 in respect of the assignment of the 21,000 TEU Shipbuilding Contracts “21,000 TEU Vessel Novation collectively, the six novation agreements entered into Agreements” between Oriental Fleet (as original buyer), COSCO Mercury (as new buyer) and the 21,000 TEU Vessel Builders (as seller) on 4 May 2017 in respect of the novation of the 21,000 TEU Shipbuilding Contracts “A Share(s)” the domestic share(s) in the ordinary share capital of the Company with a par value of RMB1.00 each, which are listed on the Shanghai Stock Exchange “AGM” the forthcoming annual general meeting of the Company to be convened at 1:30 p.m. on Tuesday, 20 June 2017 at Holiday Inn Shanghai Jinxiu, No.399 Jinzun Road, Pudong New Area, Shanghai, the People’s Republic of China (or any adjournment thereof) to consider and, if thought fit, approve the resolutions contained in the Original Notice of AGM and the Supplemental Notice of AGM “Announcement” the announcement of the Company dated 4 May 2017 in relation to, among other things, the Assignment and Novation “Articles of Association” the articles of association of the Company, as amended and adopted from time to time “Assignment and Novation” the assignment and novation of all of the rights and obligations of (i) COSCO SHIPPING HK under the 13,500 TEU Shipbuilding Contracts to COSCO Mercury; and (ii) Oriental Fleet under the 21,000 TEU Shipbuilding Contracts to COSCO Mercury, pursuant to the Assignment and Novation Agreements “Assignment and Novation collectively, the 13,500 TEU Vessel Assignment Agreements” Agreements, the 13,500 TEU Vessel Variation Agreements, the 21,000 TEU Vessel Memoranda of Agreement and the 21,000 TEU Vessel Novation Agreements “Benchmark Date” 28 February 2017 –2– DEFINITIONS “Board” the board of directors of the Company “Capital Contribution” the proposed capital contribution by CS Investment of approximately RMB1,759 million (equivalent to approximately HK$1,987.67 million) (subject to adjustments) for the subscription of 584,307,425 ordinary shares of China Bohai Bank at the subscription price of RMB3.01 per share (subject to adjustments) pursuant to the Capital Contribution Letter of Intent, details of which are set out in the Capital Contribution Announcement “Capital Contribution the announcement of the Company dated 26 May 2017 in Announcement” relation to, among other things, the Capital Contribution “Capital Contribution Letter of the capital contribution letter of intent entered into Intent” between CS Investment and China Bohai Bank on 26 May 2017 in respect of the Capital Contribution “China Bohai Bank” China Bohai Bank Co., Ltd.# (渤海銀行股份有限公司), a joint stock company incorporated in the PRC with limited liability “China Shipping” China Shipping (Group) Company Limited# (中國海運 (集團)總公司), a PRC state-owned enterprise and the controlling shareholder of the Company “Company” COSCO SHIPPING Development Co., Ltd. (中海遠運發 展股份有限公司), a joint stock limited company established in the PRC, the H shares and A shares of which are listed on Main Board of the Hong Kong Stock Exchange (Stock Code: 2866) and the Shanghai Stock Exchange (Stock Code: 601866), respectively “Computershare” Computershare Hong Kong Investor Services Limited, the Company’s H Share registrar “connected person” has the meaning ascribed to it under the Listing Rules “controlling shareholder” has the meaning ascribed to it under the Listing Rules “COSCO Company” China Ocean Shipping (Group) Company# (中國遠洋運輸 (集團)總公司), a PRC state-owned enterprise and the controlling shareholder of COSCO SHIPPING Holdings, and a wholly-owned subsidiary of COSCO SHIPPING –3– DEFINITIONS “COSCO Mercury” COSCO (Cayman) Mercury Co., Ltd., a company incorporated in the Cayman Islands with limited liability and a wholly-owned subsidiary