COSCO SHIPPING : OPERATION RULES FOR THE REMUNERARTION COMMITTEE OF THE BOARD OF DIRECT...

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

the Chinese version shall prevail.)

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

1. determine remuneration policies, plans or schemes based on factors such as the scope of work, responsibilities, significance, time commitment of Directors and senior management, employment conditions of other positions in the Group, and remuneration level for relevant positions of other comparable companies;

2. recommend to the Board of Directors on the Company's remuneration policies, plans or schemes and incentive policies (such as stock appreciation rights). These include but are not limited to (1) major plans and systems for performance evaluation standards, incentives and penalties; (2) remuneration packages of individual executive Directors and senior management members, including benefits in kind, pension rights and compensation payments, etc. (including any compensation payable for loss or termination of their office or appointment); (3) remuneration of non-executive Directors; (4) overall remuneration policy and structure of the Company's Directors and senior management; and (5) establishment of a formal and transparent procedures for determining remuneration policies;

3. review the performance of Directors and senior management and conduct annual performance evaluation;

4. establish and review the remuneration policies of Directors, dispatched Directors, senior management and supervisors, etc. and implementation of such policies;

5. determine the remuneration policies and schemes of supervisors with reference to that of Directors. The remuneration policies and schemes, once approved by the Board of Directors, shall be submitted to the shareholders' meeting as proposals;

6. review and approve management's remuneration proposals with reference to the corporate policies and objectives adopted by the Board of Directors from time to time, and oversee the implementation of the Company's remuneration system;

7. review and approve the compensation payable to executive Directors and senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is determined in accordance with contractual terms, or that such compensation is otherwise fair and reasonable and not excessive for the Company; review and approve compensation arrangements relating to the dismissal or removal of Directors for reason of misconduct to ensure that such arrangements are consistent with the contractual terms or are otherwise reasonable and appropriate;

8. ensure that no Director or any of his/her associates is involved in deciding his/her own remuneration;

9. the Committee shall also carry out any other matters as authorized by the Board of Directors.

1. consult the Chairman and Vice Chairman of the Board of Directors and/or the General Manager of the Company regarding the remuneration proposals for other executive Directors. Actively discuss with relevant personnel of the Company and may seek independent and professional advice from consultation agency when necessary (the cost shall be borne by the Company) on the overall remuneration policies and structures of Directors and senior management of the Company, and on the establishment of formal and transparent procedures for determining such remuneration policies and prepare written materials accordingly;

2. review relevant system of the Company and form written amendment suggestions with reference to the policies and objectives adopted by the Board of Directors from time to time;