VOLUNTARY ANNOUNCEMENT DEEMED DISPOSAL OF ESHIPPING GLOBAL SUPPLY CHAIN MANAGEMENT (SHENZHEN) CO., LTD.

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. (A joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock code: 02866) VOLUNTARY ANNOUNCEMENT DEEMED DISPOSAL OF ESHIPPING GLOBAL SUPPLY CHAIN MANAGEMENT (SHENZHEN) CO., LTD. As approved at the 39th meeting of the fourth session of the Board, Shenzhen Eshipping, a subsidiary of the Company, will increase its share capital and its registered capital will be increased from the current RMB20 million to RMB40 million, of which, China Shipping will make capital contribution in the amount of RMB10,996,614 to subscribe for an additional amount of registered capital of RMB10.8 million, and Shanghai Minhai will make capital contribution in the amount of RMB9,367,486 to subscribe for an additional amount of registered capital of RMB9.2 million. Both the Company and CSNT will waive their right to make additional pro-rata capital contribution to Shenzhen Eshipping. China Shipping is the controlling shareholder of the Company. Accordingly, such capital increase transaction constitutes a connected transaction of the Company under the Listing Rules. Given that upon completion of the capital contribution by China Shipping and Shanghai Minhai, the shareholding of the Company in Shenzhen Eshipping will decrease from 50% to 25%, Shenzhen Eshipping will cease to be a subsidiary of the Company and its operating results will no longer be consolidated into the financial statements of the Company, such capital increase transaction constitutes a deemed disposal of 100% of the equity interest in Shenzhen Eshipping by the Company. In respect of the connected transaction of deemed disposal of Shenzhen Eshipping, the applicable percentage ratios are expected to fall below the de minimis threshold as stipulated under Rule 14A.76(1)(a) of the Listing Rules, and such transaction is therefore exempt from reporting, announcement, annual review and independent shareholders approval requirements for continuing connected transactions under Chapter 14A of the Listing Rules. However, the Company is required by the applicable PRC laws and regulations to publish an announcement in respect of such connected transaction. 1

2 I. INTRODUCTION As approved at the 39th meeting of the fourth session of the Board, Shenzhen Eshipping, a subsidiary of the Company, will increase its share capital and its registered capital will be increased from the current RMB20 million to RMB40 million, of which, China Shipping will make capital contribution in the amount of RMB10,996,614 to subscribe for an additional amount of registered capital of RMB10.8 million, and Shanghai Minhai will make capital contribution in the amount of RMB9,367,486 to subscribe for an additional amount of registered capital of RMB9.2 million. Both the Company and CSNT will waive their right to make additional pro-rata capital contribution to Shenzhen Eshipping. China Shipping is the controlling shareholder of the Company. Accordingly, such capital increase transaction constitutes a connected transaction of the Company under the Listing Rules. Given that upon completion of the capital contribution by China Shipping and Shanghai Minhai, the shareholding of the Company in Shenzhen Eshipping will decrease from 50% to 25%, Shenzhen Eshipping will cease to be a subsidiary of the Company and its operating results will no longer be consolidated into the financial statements of the Company, such capital increase transaction constitutes a deemed disposal of 100% of the equity interest in Shenzhen Eshipping by the Company. In respect of the connected transaction of deemed disposal of Shenzhen Eshipping, the applicable percentage ratios are expected to fall below the de minimis threshold as stipulated under Rule 14A.76(1)(a) of the Listing Rules, and such transaction is therefore exempt from reporting, announcement, annual review and independent shareholders approval requirements for continuing connected transactions under Chapter 14A of the Listing Rules. However, the Company is required by the applicable PRC laws and regulations to publish an announcement in respect of such connected transaction, details of which are set out as below. II. GENERAL INFORMATION ON COUNTERPARTIES 1. China Shipping Legal representative of China Shipping is Xu Lirong, and its legal address is at 700 East Daming Road, Shanghai, with a registered capital of RMB6, million. Its major businesses include: engaging in coastal shipping, ocean shipping, direct domestic riversea cargo shipping, container shipping and cargo canvassing/booking service, customs declaration, multimodal transport, ship leasing, shipping agency, freight agency, air cargo and aviation agency; ship fuel, freshwater supply and marine food supplies; storage of goods for shipment and shipbuilding and shipbreaking; manufacturing and repair of communication and navigation equipment and product; warehousing, container depots, docks; manufacturing, repair, trading and leasing of containers; manufacturing, repair and distribution of vehicles and parts; ship trading, crude oil and refined oil trading, coal and steel trading and trading of other types of import/export commodities, training and education, technical consulting, communication and navigation service, export of labour service, real estate development, tourism, finance, hotels and other businesses. 2

3 Key financial indicators of China Shipping for the past year (data in the consolidated statements) are as follows: Key financial indicators for 2014 Amount (RMB10,000) Total assets 20,588, Net assets 8,535, Operating revenue 8,302, Net profit 132, Since its incorporation, China Shipping has been a going business operating in normal conditions according to laws and has relatively strong capacity to perform contracts. 2. CSNT Legal representative of CSNT is Zhou Qun. Its major businesses include: scientific research, development, sale, service and system integration in respect of hardware and software products in the field of intelligent transportation systems, industrial automation and traffic informatization; design, construction and contracting of relevant engineering projects; import and export of proprietary technology products; and technical consulting, technology development, technology transfer and technical service. Key financial data of CSNT for the past year is as follows: Key financial indicators for 2014 Amount (RMB10,000) Total assets 105,068.0 Net assets 66,978.8 Operating revenue 55,480.8 Net profit 5,107.4 Since its incorporation, CSNT has been a going business operating in normal conditions according to laws and has relatively strong capacity to perform contracts. 3. Shanghai Minhai Executive partner of Shanghai Minhai is Tang Hongbin, and its legal address is at Room 112, Building No. 24, 4588 Honghai Road, Sanxing Town, Chongming County, Shanghai (Shanghai Sanxing Economic Zone), with a registered capital of RMB9.45 million as contributed by some of the management, key technical staff and other personnel of Shenzhen Eshipping. Its major businesses include: investment management and consulting, asset management, industrial investment, business consulting, economic information consulting, corporate management consulting, financial business process outsourcing as entrusted by financial institutions, financial IT outsourcing as entrusted by financial institutions and financial knowledge process outsourcing as entrusted by financial institutions (for projects which are subject to approval according to laws, business activities may only be commenced upon approval of relevant authorities). 3

4 III. GENERAL INFORMATION on TARGET COMPANY 1. Background of the target company Full name of the target company is Eshipping Global Supply Chain Management (Shenzhen) Co., Ltd., and its registered capital is RMB20 million, with legal address at Room , Port Building, Marine Center, Linhai Road, Nanshan District, Shenzhen. Its scope of business includes: integrated marine shipping, land transport, air transport, integrated logistics informatization solutions, public information platform service, international trade, international express delivery, supply chain service, import and export trade, advertising, media, freight forwarding, customs declaration and clearance, transportation, warehousing and distribution. 2. Shareholding structure of Shenzhen Eshipping before the increase in share capital: Name of shareholder Registered capital subscribed (RMB10,000) Proportion of capital contribution The Company 1,000 50% CSNT 1,000 50% Total 2, % 3. Shareholding structure of Shenzhen Eshipping after the increase in share capital: Name of shareholder Registered capital subscribed (RMB10,000) Proportion of capital contribution (%) China Shipping 1,080 27% The Company 1,000 25% CSNT 1,000 25% Shanghai Minhai % Total 4, % 4. Key financial data of Shenzhen Eshipping as at 30 September 2015: Item Amount (RMB10,000) Total assets 1, Net assets Operating revenue 1, Net profit

5 IV. PRICING POLICY AND BASIS In accordance with the Asset Appraisal Report Concerning the Value of the Entire Shareholders Equity Relating to the Proposed Capital Increase of Eshipping Global Supply Chain Management (Shenzhen) Co., Ltd. (Peng Xin Zi Ping Zi [2015] No. 063) issued by Shenzhen Pengxin Asset Appraisal and Land and Real Estate Valuation Co., Ltd. in October 2015, the asset-based approach was adopted to assess the value of the entire shareholders equity of Shenzhen Eshipping and the following results have been obtained in respect of the value of the entire shareholders equity (net assets) of Shenzhen Eshipping as of the valuation reference date on 30 June 2015: Item Book value Appraised value Increase/ decrease Appreciation rate Net assets (owners equity) 1, , Reasons for the premium: 1. an increase of RMB117,700 or 0.90% in the value of current assets, attributable to the fact that provision for bad debts was assessed at zero; 2. an increase of RMB9.3 million in the value of intangible assets, attributable to the fact that the Eshipping global supply chain e-platform in respect of which agreement has been entered into and which has been put into operation was included in other intangible assets for appraisal (an appraised value of RMB9.3 million); 3. an increase of RMB2 million in the value of current liabilities, attributable to the fact that an outstanding contract amount of RMB2 million was included in other payables for appraisal. V. PRINCIPAL TERMS OF TRANSACTION AGREEMENT 1. Parties to the agreement Party A: CSNT Party B: the Company Party C: China Shipping Party D: Shanghai Minhai Party E: Shenzhen Eshipping 5

6 2. Additional registered capital a. The capital increase plan: the current amount of the registered capital of Party E is RMB20 million and the additional amount of the registered capital is RMB20 million. b. The additional amount of the registered capital shall be entirely subscribed by Party C and Party D in cash. Details are as follows: No. Name of subscriber Amount of investment (RMB10,000) Additional registered capital subscribed (RMB10,000) 1 China Shipping 1, ,080 2 Shanghai Minhai c. Method of payment After the agreement is executed and becomes effective upon consideration and approval by the shareholders meeting of Party E, Party C and Party D shall transfer the subscribed amount to the account of Party E in accordance with the requirements of the resolution and indicate that the purpose of the funds will be used to increase the share capital, all of which shall be paid up by 31 January Allocation of income before and after increase in capital a. Upon completion of the increase in share capital, Party A, Party B, Party C and Party D shall, being shareholders of Party E, enjoy the rights and interests of the company and assume corresponding risk in proportion to their capital contributions. b. Capital reserves, surplus reserves and undistributed earnings (if any) under the accounts of Party E prior to the effective date of the capital increase as well as assets of the company before increase in capital shall be jointly enjoyed by all the shareholders of Party E after the completion of capital increase in proportion to their capital contributions. 4. Effectuation and closing conditions of the capital increase a. A resolution shall be made at the shareholders meeting of Party E, approving that Party C and Party D would subscribe for the additional amount of the registered capital of Party E. b. Upon signing of the agreement by all parties, Party E shall make a timely amendment to its articles of association and other necessary documents concerned in accordance with the provisions of the agreement and complete the procedures of the change in industrial and commercial registration. 6

7 5. Liability for breach of contract Any party violating the provisions of the agreement, failing to fully perform the agreement or, making any false or untrue pledges or warranties of undertakings, concealing a true fact or omitting a material fact under article 5 of the agreement, or failing to fulfill any given undertaking shall be deemed to be a breach of contract. A defaulting party shall pay liquidated damages of RMB1 million to the non-defaulting party. If there are multiple nondefaulting parties, the aforementioned liquidated damages shall be equally distributed among the non-defaulting parties. If the liquidated damages are insufficient to compensate for the losses incurred to the nondefaulting party, the defaulting party shall pay compensation to the non-defaulting party based on the actual losses incurred. Where the defaulting party fails to take measures to rectify the breach within 20 days after the date of the breach of contract, the non-defaulting party shall be entitled to acquire the equity interest in Party E held by the defaulting party according to fair value. VI. PURPOSE OF TRANSACTION AND IMPACT ON THE COMPANY 1. Established in 2014, Shenzhen Eshipping is a platform specializing in maritime integrated services and, in the context of China Shipping s transformation and development, a venture and attempt to implement an intensive integration of traditional maritime logistics with e-commerce using the Internet. After operating for more than a year, Shenzhen Eshipping has achieved certain results in all aspects. However, as it is in a business development phase, Shenzhen Eshipping requires a larger amount of capital investments and its existing funds are insufficient to support the company to continue increasing efforts for business development. After the increase in capital, the capital capability of Shenzhen Eshipping would be strengthened. This may help to enhance its competitiveness and thus providing strong support to its market expansion and business innovation. 2. Being a company directly controlled by China Shipping, Shenzhen Eshipping could coordinate internal resources of China Shipping in a better way to intensify support toward Shenzhen Eshipping which is conducive to achieving its development goals. 3. The purpose of introducing a partnership enterprise funded and established by the employees of Shenzhen Eshipping in the capital increase is to further respond to the mixed ownership reform of state-owned enterprises, establish worker and owner benefit-sharing mechanisms, enhance the corporate governance structure, improve incentive mechanisms of Shenzhen Eshipping, increase cohesion and competitiveness of employees, strengthen the sense of responsibility and mission among employees for achieving a sustained and healthy development of Shenzhen Eshipping, hence conducive to the future development of Shenzhen Eshipping. 7

8 4. The reason behind the Company s wavier of its pre-emptive right is that introducing China Shipping and the partnership enterprise in the capital increase of Shenzhen Eshipping could enhance the governance structure of Shenzhen Eshipping, stimulate its vitality and strengthen its market competitiveness. It is expected that this connected transaction will not cause a material impact on both the financial position and operating results of the Company in The major operations of the Company will not become dependent on the connected parties as a result of such transaction. The Company will keep track of the progress of the matters concerned and undertake its information disclosure obligations in a timely manner pursuant to the provisions of relevant laws and regulations. VII. OPINIONS OF THE BOARD The Board (including the independent non-executive Directors) are in the opinion that the terms of the connected transaction of deemed disposal of Shenzhen Eshipping are fair and reasonable and on normal commercial terms, which are entered into on a continuing and regular basis in the ordinary and usual course of business of the Company, and are in the best interest of the Company and its shareholders as a whole. VIII. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: Board China Shipping Company connected person CSNT Director(s) Hong Kong Listing Rules the board of directors of the Company China Shipping (Group) Company ( ), a PRC state-owned enterprise and the controlling shareholder of the Company, together with its subsidiaries having an approximately 45.20% shareholding interest in the Company as at the date of this announcement China Shipping Container Lines Company Limited ( ), a joint stock limited company incorporated in the PRC, of which 3,751,000,000 H shares are listed on the Stock Exchange and 7,932,125,000 A shares are listed on the Shanghai Stock Exchange has the meaning ascribed thereto under the Listing Rules China Shipping Network Technology Co., Ltd. ( ), a joint stock limited company incorporated in the PRC and listed in the Shenzhen Stock Exchange under the stock code of , and a subsidiary of China Shipping the director(s) of the Company Hong Kong Special Administrative Region of the PRC the Rules Governing the Listing of Securities on the Stock Exchange 8

9 percentage ratios PRC RMB Shanghai Minhai Shenzhen Eshipping Stock Exchange has the meaning ascribed to such term under the Listing Rules the People s Republic of China, and for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan Renminbi, the lawful currency of the PRC Shanghai Minhai Investment Management Centre Limited Partnership ( ( )) Eshipping Global Supply Chain Management (Shenzhen) Co., Ltd. ( ), a limited liability company incorporated in the PRC and is owned as to 50% by the Company as at the date of this announcement The Stock Exchange of Hong Kong Limited By order of the Board of China Shipping Container Lines Company Limited Yu Zhen Joint Company Secretary Shanghai, the PRC 27 November 2015 The Board as at the date of this announcement comprises of Mr. Zhang Guofa, Mr. Huang Xiaowen and Mr. Zhao Hongzhou, being executive Directors, Ms. Su Min, Mr. Ding Nong, Mr. Liu Xihan, Mr. Yu Zenggang and Mr. Chen Jihong, being non-executive Directors, and Ms. Zhang Nan, Mr. Guan Yimin, Mr. Shi Xin, Ms. Hai Chi Yuet and Mr. Graeme Jack, being independent non-executive Directors. * 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 China Shipping Container Lines Company Limited. 9