Sinotrans Shipping : PROPOSALS FOR GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Sinotrans Shipping Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser or the 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.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 368) PROPOSALS FOR GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of Sinotrans Shipping Limited to be held at Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Regal Ballroom, Basement 1 on Thursday, 25 May 2017 at 2:00 p.m. is set out on pages 15 to 19 of this circular. A proxy form for use at the annual general meeting is enclosed with this circular. Shareholders are advised to read the notice and to complete and return the accompanying proxy form for use at the annual general meeting in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the meeting or any adjournment thereof should you so wish.

24 April 2017

Pages

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2. General Mandate to Buy Back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

3. General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

4. Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

5. Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

6. Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

7. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Appendix I - Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Appendix II - Biographical Details of Directors Subject to Re-election 10 Notice of Annual General Meeting 15

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

"Annual General Meeting" the annual general meeting of the Company to be held

on Thursday, 25 May 2017 at 2:00 p.m., the notice of which is set out on pages 15 to 19 of this circular

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

supplemented or modified from time to time

"Board" the board of the Directors of the Company

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

"Companies Ordinance" the Companies Ordinance (Chapter 622 of the Laws of

Hong Kong)

"Company" Sinotrans Shipping Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the main board of the Stock Exchange

"core connected person(s)" has the meaning ascribed to it under the Listing Rules "Director(s)" director(s) of the Company

"Group" the Company and its subsidiaries

"Latest Practicable Date" 13 April 2017, being the latest practicable date prior to

the printing of this circular for ascertaining certain information contained in this circular

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong

"Shares" Share(s) of the Company with no par value

"Shareholder(s)" holder(s) of Shares

"Sinotrans & CSC Group Company"

中國外運長航集團有限公司 (SINOTRANS & CSC Holdings Co., Ltd.)* (formerly known as 中國對外貿易 運輸（集團）總公司 (China National Foreign Trade Transportation (Group) Corporation or sometimes known as China National Foreign Trade Transportation Group)*, the ultimate controlling Shareholder interested in approximately 68.25% of the total issued Shares

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" the Code on Takeovers and Mergers

"HK$" Hong Kong dollar, the lawful currency of Hong Kong

"%" per cent

* For identification purpose only.