(In the event of conflicts or inconsistent meaning between the Chinese and the English versions of the Rules,

the Chinese version shall prevail.)

COSCO SHIPPING Holdings Co., Ltd. Operation Rules for the Nomination Committee of the Board of Directors

(Approved by the 34th Metting of the Fourth Session of the Board of Directors of the Company)

Chapter I General Rule 1 In accordance with the Company Law of the People's Republic of China, the Corporate Governance Standards of Listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Articles of Association of COSCO SHIPPING Holdings Co., Ltd. (hereinafter referred to as the "Articles of Association"), the Company hereby establishes the Nomination Committee (hereinafter referred to as the "Committee") of the Board of Directors and adopts the Operating Rules for the following purposes: to ensure the sustainable, standardized and healthy development of the Company, to standardize the appointment procedures for Directors and the General Manager, to improve the Company's corporate governance structure, to strengthen the scientific decision-making by the Board of Directors and to enhance the standard of decision- making by the Board of Directors. Rule 2 As a special working body comprised of Directors of the Company, the Committee is mainly responsible for nomination of candidates for Directors and the General Manager, and for conducting researches and reviews and offering suggestions on nomination of candidates for Directors and the General Manager, and the selection standards and procedures. Rule 3 "Directors" in the Rules refers to members of the Company's Board of Directors. Chapter II Composition Rule 4 The Committee shall comprise three (3) to five (5) Directors, and the majority of the Committee members shall be independent non-executive Directors. The members of the Committee shall be nominated by the Chairman of the Board of Directors, or more than half of the independent non-executive Directors, or more than one third of the Directors, and shall be appointed and removed by a majority vote of all the Directors. Rule 5 The Committee shall have a chairman who shall be an independent non- executive Director, responsible for taking lead in all the work of the Committee. Chairman of the Committee shall be nominated by the Chairman of the Board of Directors, and shall be appointed and removed by votes of more then half of all the Directors. Rule 6 Members of the Committee shall be elected for a term of office equivalent to that of the Directors. Members of the Committee may serve consecutive terms of re-elected upon the expiry of their terms of office. Any member of the Committee who ceases to be a member of the Board of Directors during his/her term of office shall automatically cease to be a member of the Committee. The Board of Directors shall fill the vacancy pursuant to Rules 4 and 5 mentioned above. Rule 7 The corresponding contact department for the Committee is the Company's Human Resource Department. The corresponding responsible contact person for the Committee is the head of the Human Resource Department. The Human Resource Department and the General Office of the Board of Directors are responsible for the daily liaison and meeting arrangement for the Committee. Chapter III Duties and Authority Rule 8 The main duties and authorities of the Committee include:

  1. advise the Board of Directors on composition of the Board of Directors based on the operation condition, asset scale and equity structure of the Company;

  2. conduct researches on the standards and procedures of selecting Directors and the General Manager and make recommendations to the Board of Directors;

  3. identify duly qualified candidates for Directors and the General Manager;

  4. review the qualification of candidates for Directors and the General Manager and make recommendations to the Board of Directors ;

  5. make recommendations on composition of other professional committees of the Board of Directors;

  6. review the independence of independent non-executive Directors;

  7. review the structure, size and composition of the Board of Directors (including the skills, knowledge and experiences) at least annually, and make recommendations on any proposed changes to the Board of Directors to complement the Company's corporate strategy;

  8. make recommendations to the Board of Directors on the appointment or re- appointment of Directors and succession planning for Directors, in particular the Chairman of the Board of Directors and the General Manager of the Company;

  9. review the diversity policy of the Board of Directors as appropriate, and review measurable targets for implementing the policy and the progress for achieving the target;

  10. other duties as authorized by the Board of Directors.

Rule 9 The Committee is accountable to the Board of Directors. The Committee's proposals shall be submitted to the Board of Directors for consideration and approval. Rule 10 A Committee member who fails to attend meetings for two consecutive times without proper reasons shall be deemed to be unable to perform his/her duties and the Board of Directors can make adjustment therefor. Chapter IV Working Procedures Rule 11 Pursuant to applicable laws and regulations and the Articles of Association, and in light of the Company's actual circumstances and strategy, the Committee shall study the selection conditions, procedures and tenure of the Directors and the General Manager, and prepare written proposals which shall be submitted to the Board of Directors for consideration and approval before implementation accordingly. Rule 12 Specific working procedures:

  1. actively communicate with relevant employees of the Company to study the demand for Directors and the General Manager of the Company and form written materials;

  2. extensively identify and select candidates for Directors and General Manager within the Company, enterprises with controlling stake or minority interest and talent markets, etc.;

  3. collect and organize information of primary candidates such as occupation, educational background, title, detailed working experience and part-time jobs, and form written materials;

  4. seek the views of the primary candidates on the nomination of Directors and the General Manager;

  5. convene meetings of the Committee, and conduct qualification review on candidates (including independence of primary candidates for independent non-executive Directors);

  6. receive the letter of confirmation on independence from each independent non- executive Directors each year;

  7. submit proposals and relevant materials of persons to be nominated as Directors and General Manager to the Board of Directors before meetings of the Board of Directors;

  8. implement other follow-up work based on the Board of Directors' decisions and feedback;

  9. chairman of the Committee shall attend the Company's annual general meetings and respond to questions raised by the shareholders. If the Chairman of the Committee cannot attend the meeting in person, at least one member of the Committee shall attend.

China COSCO Holdings Company Limited published this content on 31 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 05 April 2017 04:08:13 UTC.

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