THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountants or other professional adviser. If you have sold or transferred all your shares in COSCO SHIPPING Holdings Co., Ltd., you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser and 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.

中遠海運控股股份有限公司

COSCO SHIPPING Holdings Co., Ltd.*

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

(Stock Code: 1919) MAJOR AND CONNECTED TRANSACTION ASSIGNMENT OF SHIPBUILDING CONTRACTS Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 6 to 18 of this circular. The letter from the Independent Board Committee is set out on page 19 of this circular. The letter from the Independent Financial Adviser is set out on pages 20 to 40 of this circular. A notice convening the extraordinary general meeting (the "EGM") of the Company to be held at Conference Room, 47th Floor, COSCO Tower, 183 Queen's Road Central, Hong Kong and Ocean Hall, 5th Floor, Shanghai Ocean Hotel, No. 1171, Dong Da Ming Road, Shanghai, People's Republic of China on Tuesday, 20 June 2017 at 10:00 a.m., together with the form of proxy and reply slip, were despatched to the shareholders of the Company on 6 May 2017.

Whether or not you intend to attend the EGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon. The form of proxy should be returned to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 24 hours before the time appointed for the EGM or any adjournment thereof. If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong on or before Wednesday, 31 May 2017.

Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

* For identification purpose only

24 May 2017

Page

DEFINITIONS 1 LETTER FROM THE BOARD 6 LETTER FROM THE INDEPENDENT BOARD COMMITTEE 19 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER 20 APPENDIX I - FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . . . I-1 APPENDIX II - GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1

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

"13,500 TEU Assignor" COSCO SHIPPING Development (Hong Kong) Co., Limited

(中遠海運發展(香港)有限公司), a limited liability company incorporated in Hong Kong and a wholly-owned subsidiary of COSCO SHIPPING Development

"13,500 TEU Builder" Shanghai Jiangnan Changxing Shipbuilding Company

Limited* (上海江南長興造船有限責任公司), a company established in the PRC with limited liability

"13,500 TEU Shipbuilding Contracts"

the eight shipbuilding contracts for the construction of eight 13,500 TEU class container carriers (No. H3025/H3026/H3027/H3028/H3029/H3030/H3031/H3032)

entered into between the 13,500 TEU Assignor (as buyer) and the 13,500 TEU Builder and CSTC (collectively, as seller) on 29 July 2015

"13,500 TEU Vessels" the eight container vessels with a capacity of 13,500 TEU

each originally proposed to be acquired by the 13,500 TEU Assignors under the 13,500 TEU Shipbuilding Contracts and which are under construction

"21,000 TEU Assignor" Oriental Fleet International Co., Ltd., a company incorporated

in Hong Kong with limited liability and a wholly-owned subsidiary of COSCO SHIPPING Development

"21,000 TEU Builder" Shanghai Waigaoqiao Shipbuilding Company Limited* (上海

外高橋造船有限公司), a company established in the PRC with limited liability

"21,000 TEU Shipbuilding Contracts"

the six shipbuilding contracts for the construction of six 21,000 TEU class container carriers (No. H1416/H1417/ H1420/H1427/H1428/H1429) entered into between the 21,000 TEU Assignor (as buyer) and the 21,000 TEU Builder and CSTC (collectively, as seller) on 30 October 2015

"21,000 TEU Vessels" the six container vessels with a capacity of 21,000 TEU each

originally proposed to be acquired by the 21,000 TEU Assignors under the 21,000 TEU Shipbuilding Contracts and which are under construction

"Amendment Agreements" the eight agreements dated 4 May 2017 for the amendment of

buyer to the shipbuilding contracts entered into between the 13,500 TEU Assignor, COSCO Mercury, CSTC and the 13,500 TEU Builder in respect of the assignment of the 13,500 TEU Shipbuilding Contracts

"Articles of Association" the articles of association of the Company as amended,

revised or supplemented from time to time

"Assignment Agreements" the eight assignment agreements dated 4 May 2017 entered

into between the 13,500 TEU Assignor as assignor and COSCO Mercury as assignee in respect of the assignment of the 13,500 TEU Shipbuilding Contracts

"Benchmark Date" 28 February 2017

"Board" the board of Directors

"CHINA COSCO SHIPPING" China COSCO Shipping Corporation Limited* (中國遠洋海運

集團有限公司), a Chinese state-owned enterprise and the indirect controlling Shareholder

"CHINA COSCO SHIPPING

Group"

CHINA COSCO SHIPPING and its subsidiaries

"CHINA SHIPPING" China Shipping (Group) Company* (中國海運(集團)總公司),

a PRC state-owned enterprise and a wholly-owned subsidiary of CHINA COSCO SHIPPING

"CHINA SHIPPING Group" CHINA SHIPPING and its subsidiaries

"close associate(s)" has the meaning ascribed thereto under the Listing Rules

"Company" COSCO SHIPPING Holdings Co., Ltd.* (中遠海運控股股份 有限公司) , a joint stock limited company incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1919) and the A Shares of which are listed on the Shanghai Stock Exchange (Stock Code: 601919)

"connected person(s)" has the meaning ascribed thereto under the Listing Rules

"COSCO" China Ocean Shipping (Group) Company* (中國遠洋運輸(集 團)總公司), a PRC state-owned enterprise, the direct controlling Shareholder currently owning an aggregate of 45.47% of the total registered capital of the Company, and a wholly-owned subsidiary of CHINA COSCO SHIPPING

"COSCO Group" COSCO and its subsidiaries and associates (excluding the Group)

COSCO Shipping Holdings Company Limited published this content on 14 July 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 14 July 2017 02:19:04 UTC.

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