5813f043-0025-4594-9c3a-2850b7a8b2d0.pdf

(Incorporated in Hong Kong with limited liability)

(Stock Code: 368) FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING OF SINOTRANS SHIPPING LIMITED (THE "COMPANY") (OR AT ANY ADJOURNMENT THEREOF)

I/We (note 1) of being the registered holder(s) of (note 2) shares of the Company, HEREBY APPOINT the Chairman of the Meeting or (note 3 & 4) of

to act as my/our proxy at the extraordinary general meeting of the Company (the "Extraordinary General Meeting") to be held at Ballroom, Level 1, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Wednesday, the 29th day of June 2016 at 12:00 p.m. (or so soon thereafter as the annual general meeting to be held at 10:30 a.m. on the same date and at the same place shall have been concluded and adjourned) and at any adjournment thereof and on a poll to vote on my/our behalf in respect of resolutions proposed under the numbered items in the notice of Extraordinary General Meeting dated 13 June 2016 as indicated below or if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS

FOR (note 5)

AGAINST (note 5)

1.

To confirm, approve and ratify the New Supplemental Parent Master Services Agreement (as defined in the circular of the Company dated 13 June 2016 (the "Circular")) and the transactions contemplated thereunder, and to authorise any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary to execute all documents and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the New Supplemental Parent Master Services Agreement.

2.

To confirm, approve and ratify the Hoi Tung Master Services Agreement (as defined in the Circular) and the transactions contemplated thereunder, and to authorise any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary to execute all documents and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Hoi Tung Master Services Agreement.

3.

To confirm, approve and ratify the CMG Industrial Maintenance and Repairing Services Agreement (as defined in the Circular) and the transactions contemplated thereunder, and to authorise any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary to execute all documents and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the CMG Industrial Maintenance and Repairing Services Agreement.

ORDINARY RESOLUTIONS

FOR (note 5)

AGAINST (note 5)

4.

To confirm, approve and ratify the CMG Logistic Services Agreement (as defined in the Circular) and the transactions contemplated thereunder, and to authorise any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary to execute all documents and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the CMG Logistic Services Agreement.

5.

To confirm, approve and ratify the New Sinochart Master Services Agreement (as defined in the Circular) and the transactions contemplated thereunder, and to authorise any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary to execute all documents and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the New Sinochart Master Services Agreement.

6.

To confirm, approve and ratify the New SNL Master Services Agreement (as defined in the Circular) and the transactions contemplated thereunder, and to authorise any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary to execute all documents and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the New SNL Master Services Agreement.

7.

To confirm, approve and ratify the New Supplemental Parent Master Chartering Agreement (as defined in the Circular) and the transactions contemplated thereunder, and to authorise any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary to execute all documents and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the New Supplemental Parent Master Chartering Agreement.

8.

To confirm, approve and ratify the CMG Energy Master Chartering Agreement (as defined in the Circular) and the transactions contemplated thereunder, and to authorise any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary to execute all documents and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the CMG Energy Master Chartering Agreement.

9.

To confirm, approve and ratify the New Sinochart Master Chartering Agreement (as defined in the Circular) and the transactions contemplated thereunder, and to authorise any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary to execute all documents and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the New Sinochart Master Chartering Agreement.

10.

To confirm, approve and ratify the New SNL Master Chartering Agreement (as defined in the Circular) and the transactions contemplated thereunder, and to authorise any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary to execute all documents and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the New SNL Master Chartering Agreement.

ORDINARY RESOLUTIONS

FOR (note 5)

AGAINST (note 5)

11.

To confirm, approve and ratify the New Sinotrans Financial Services Framework Agreement (as defined in the Circular) and the transactions contemplated thereunder, and to authorise any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary to execute all documents and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the New Sinotrans Financial Services Framework Agreement.

12.

To confirm, approve and ratify the CMB Financial Services Agreement (as defined in the Circular) and the transactions contemplated thereunder, and to authorise any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary to execute all documents and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the CMB Financial Services Agreement.

Dated 2016 Signature (note 6)

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

  2. Please insert the number of shares in the Company registered in your name(s). If a smaller number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form of proxy will be deemed to relate to all the shares registered in your name(s).

  3. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend, speak and, on a poll, vote instead of him. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

  4. If any proxy other than the Chairman is preferred, strike out the words "the Chairman of the Meeting or" and insert the full name and address of the proxy desired in BLOCK CAPITALS. IF YOU DO NOT STRIKE OUT "THE CHAIRMAN OF THE MEETING OR" AND YOUR PROXY HAS NOT ATTENDED THE MEETING OR IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS, TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, TICK IN THE BOX MARKED "AGAINST". Failure to tick either box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
  6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

  7. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

  8. To be valid, this form of proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority shall be deposited at the registered office of the Company at 21st Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting.

  9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Extraordinary General Meeting if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT
  1. "Personal Data" in this statement has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO").

  2. Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this proxy form.

  3. Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the Share Registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.

  4. You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Personal Data Privacy Officer of the Share Registrar.

Sinotrans Shipping Limited published this content on 13 June 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 13 June 2016 10:54:03 UTC.

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