Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") 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.

中國國際海運集裝箱（集團）股份有限公司

CHINAINTERNATIONALMARINECONTAINERS(GROUP)CO.,LTD.

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2039)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS, THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS, THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE AND

THE IMPLEMENTATION RULES OF THE NOMINATION COMMITTEE

  1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS, THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS, THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE AND THE IMPLEMENTATION RULES OF THE NOMINATION COMMITTEE
    The board of directors (the "Board") of China International Marine Containers (Group) Co., Ltd. (the "Company") convened the 12th meeting in 2020 of the ninth session of the Board on 27 August 2020, during which, among others, the resolutions on Proposed Amendments to the Articles of Association of China International Marine Containers (Group) Co., Ltd. (the "Articles of Association"), the Rules of Procedure for the General Meetings of China International Marine Containers (Group) Co., Ltd. (the "Rules of Procedure for the General Meetings"), the Rules of Procedure for the Board of Directors of China International Marine Containers (Group) Co., Ltd. (the "Rules of Procedure for the Board of Directors") and the Implementation Rules of the Nomination Committee of China International Marine Containers (Group) Co., Ltd. (the "Implementation Rules of the Nomination Committee") were considered and approved. The ninth session of Supervisory Committee of the Company convened the 5th meeting in 2020 on 27 August 2020 and the resolution on Proposed Amendments to the Rules of Procedure for the Supervisory Committee of China International Marine Containers (Group) Co., Ltd. (the "Rules of Procedure for the Supervisory Committee") was considered and approved.
    Taking the proposed adjustments of job distribution of the management and the structure of the Board into account, the Company intends to make amendments to certain articles of the Articles of Association, the Rules of Procedure for the General Meetings, the Rules of Procedure for the Board of Directors, the Rules of Procedure for the Supervisory Committee and the Implementation Rules of the Nomination Committee, details of which are set out in the appendix to this announcement.
    Amendments to articles of the Articles of Association, the Rules of Procedure for the General Meetings, the Rules of Procedure for the Board of Directors and the Rules of Procedure for the Supervisory Committee are subject to the approval at the general meeting of the Company. The Implementation Rules of the Nomination Committee has became effective upon approval from the Board.

1

  1. GENERAL
    A general meeting will be held by the Company as and when appropriate for the shareholders to consider and, if thought fit, approve the resolutions on Proposed Amendments to the Articles of Association, the Rules of Procedure for the General Meetings, the Rules of Procedure for the Board of Directors and the Rules of Procedure for the Supervisory Committee. The notice of the general meeting and a circular containing details of the Proposed Amendments to the Articles of Association, the Rules of Procedure for the General Meetings, the Rules of Procedure for the Board of Directors and the Rules of Procedure for the Supervisory Committee will be despatched to the shareholders in due course.
    This announcement is available for review on the website of the Company (http://www.cimc.com) and the website of the Hong Kong Stock Exchange (http://www.hkexnews.hk).

By order of the Board

China International Marine Containers (Group) Co., Ltd.

YU Yuqun

Company Secretary

Hong Kong, 27 August 2020

As at the date of this announcement, the Board of directors of the Company comprises Mr. WANG Hong (Chairman), Mr. LIU Chong (Vice-chairman), Mr. HU Xianfu and Mr. MING Dong as non- executive directors; Mr. MAI Boliang as an executive director; and Mr. HE Jiale, Mr. PAN Zhengqi and Ms. LUI FUNG Mei Yee, Mabel as independent non-executive directors.

2

Appendix:

The list of current and amended articles of the Articles of Association

Current Article

Amended Article

"President"referred to in Article 10, Article

"CEO"referred to in Article 10, Article 34,

34, Article 35, Article 53, Article 70, Article 86,

Article 35, Article 53, Article 70, Article 86,

Article 103, Article 109, Article 118, Article 148,

Article 103, Article 109, Article 118, Article 148,

Article 174, Article 226, Article 231, Article 236,

Article 174, Article 226, Article 231, Article 236,

Article 238, Article 259, Article 260, Article 261,

Article 238, Article 259, Article 260, Article 261,

Article 262, Article 263, Article 264, Article 265,

Article 262, Article 263, Article 264, Article 265,

Article 266, Article 267, Article 268, Article 269,

Article 266, Article 267, Article 268, Article 269,

Article 271, Article 273, Article 274, Article 294,

Article 271, Article 273, Article 274, Article 294,

Article 335

Article 335

Article 11 Other senior management personnel

Article 11 Other senior management personnel

defined in these Articles of Association refers to

defined in these Articles of Association refers to

the Vice President, Board Secretary and Chief

the President, Vice President, Board Secretary

Financial Officer of the Company.

and Chief Financial Officer of the Company.

Article 104 A shareholders' general meeting

Article 104 A shareholders' general meeting

shall be chaired by the Chairman. In the event that

shall be chaired by the Chairman. In the event

the chairman is unable to or fails to perform his

that the chairman is unable to or fails to perform

duties, the vice-chairman shall chair the meeting.

his duties, the vice-chairmanjointly elected by a

In the event that the vice-chairman is alsounable

simple majority of all the directorsshall chair

to or fails to perform his duties, a director jointly

the meeting. In the event that both ofthe twoVice

elected by more than half of the directors shall

Chairmen arealso unable to or failto perform

chair the meeting. In the event that the chairman

theirduties, a director jointly elected by more

of the meeting is not specified, the shareholders

than half of the directors shall chair the meeting.

present at the meeting may elect one person as a

In the event that the chairman of the meeting

chairman; if for any reason shareholders cannot

is not specified, the shareholders present at the

elect a chairman, the shareholder (including

meeting may elect one person as a chairman; if for

proxy) present at the meeting with the largest

any reason shareholders cannot elect a chairman,

number of the voting shares shall chair the

the shareholder (including proxy) present at the

meeting.

meeting with the largest number of the voting

shares shall chair the meeting.

3

Current Article

Amended Article

A shareholders' general meeting convened by the

A shareholders' general meeting convened by the

Supervisory Committee on its own shall be chaired

Supervisory Committee on its own shall be chaired

by the chairman of the Supervisory Committee. In

by the chairman of the Supervisory Committee. In

the event that the chairman is unable to or fails to

the event that the chairman is unable to or fails to

perform his duties, a supervisor jointly elected by

perform his duties, a supervisor jointly elected by

more than half of the supervisors of the Company

more than half of the supervisors of the Company

shall chair the meeting.

shall chair the meeting.

A shareholders' general meeting convened by

A shareholders' general meeting convened by

shareholders on their own shall be chaired by a

shareholders on their own shall be chaired by a

representative elected by the convenor.

representative elected by the convenor.

The chairman of the meeting shall be responsible

The chairman of the meeting shall be responsible

for determining whether a resolution has been

for determining whether a resolution has been

passed. His decision, which shall be final and

passed. His decision, which shall be final and

conclusive, shall be announced at the meeting

conclusive, shall be announced at the meeting

and recorded in the minute book.

and recorded in the minute book.

Article 152 Directors may hold a concurrent

Article 152 Directors may hold a concurrent post

post as presidentor other senior management

as CEOor other senior management personnel of

personnel of the Company, provided that the total

the Company, provided that the total number of

number of directors who are serving concurrently

directors who are serving concurrently as CEO

as presidentor other senior management

or other senior management personnel together

personnel together with the staff representative

with the staff representative director shall not be

director shall not be more than two.

more than half of all the directors.

Article 162 The Board shall consist of eight

Article 162 The Board shall consist of nine (9)

(8)members, including one Chairman, oneVice

members, including one Chairman, two (2)Vice

Chairman and three (3) independent directors.

Chairmenand three (3) independent directors.

Article 163 The Board shall exercise the

Article 163 The Board shall exercise the

following authority and powers:

following authority and powers:

......

......

(10) to appoint or dismiss the Company's

(10) to appoint or dismiss the Company's

Presidentand the secretary of the Board; and

CEOand the secretary of the Board; and

pursuant to the president'snominations, to

pursuant to the CEO'snominations, to

appoint or dismiss senior officers including

appoint or dismiss senior officers including

vice presidents and chief financial officer

the president,vice presidents and chief

of the Company and to decide on their

financial officer of the Company and to

remuneration, rewards and penalties;

decide on their remuneration, rewards and

penalties;

......

......

(15) to receive work report submitted by the

presidentand to review his performance;

(15) to receive work report submitted by the

CEOand to review his performance;

......

......

4

Current Article

Amended Article

Article 170 The Board shall consist of one

Article 170 The Board shall consist of one

Chairman and one Vice Chairman. The Chairman

Chairman and two Vice Chairmen. The Chairman

and Vice Chairman shall be elected and removed

and Vice Chairman shall be elected and removed

by a simple majority of votes (more than five (5)

by a simple majority of votes (more than five (5)

directors) of all directors.

directors) of all directors.

Article 172 The Vice Chairman shall assist

Article 172 The Vice Chairman shall assist

the Chairman in performing his duties. If the

the Chairman in performing his duties. If the

Chairman is unable or fails to perform his

Chairman is unable or fails to perform his duties,

duties, such duties shall be performed by the

such duties shall be performed by the Vice

Vice Chairman. If the Vice Chairman is unable

Chairman jointly elected by a simple majority

or fails to perform his duties, a director shall be

of all the directors. If both ofthe twoVice

elected jointly by more than half of all directors

Chairmen arealso unable to or failto perform

to perform such duties.

theirduties, a director shall be elected jointly by

more than half of all directors to perform such

duties.

Chapter 7 Presidentand Other Senior

Chapter 7 CEOand Other Senior Management

Management Personnel

Personnel

Article 225 The Company shall have one

Article 225 The Company shall have one

president, who shall be appointed or removed

CEO, who shall be appointed or removed by the

by the Board of Directors. A director may be

Board of Directors. A director may be appointed

appointed to act concurrently as president, vice

to act concurrently as CEO, president, vice

president or other senior management member,

president or other senior management member,

but the number of directors acting concurrently

but the number of directors acting concurrently

as president, vice president or other senior

as CEO, president, vice president or other

management personnel shall not exceed four.

senior management personnel and the staff

representative directorsshall not exceed half

The Company shall have no more than six (6) vice

of all the directors.

presidents who shall be appointed and removed by

the Board of Directors based on the nominations

The Company shall have one President, no

of the President.

more than six (6) vice presidents who shall be

appointed and removed by the Board of Directors

based on the nominations of the CEO.

"President" referred to in Article 228, Article

"CEO" and"President" referred to in Article

232, Article 235

228, Article 232, Article 235

5

Current Article

Amended Article

Article 229 The Presidentshall report to the

Article 229 The CEOshall report to the Board

Board of Directors and have the following duties

of Directors and have the following duties and

and powers:

powers:

(1)

to be in charge of the production,

(1)

to organize and implement the resolutions

operation and management of the

adopted by the Board of Directors, and

Company, and to report his work to the

to report to the Board of Directors;

Board of Directors;

(2)

to organize the implementation of the

(2)

to organize and implement the resolutions

annual business plans and investment

adopted by the Board of Directors, the

plans of the Company;

annual business plans and investment

plans of the Company;

(3)

to draft schemes for the establishment

of the Company's internal management

(3)

to draft schemes for the establishment

departments;

of the Company's internal management

departments;

(4)

to draft the basic management systems of

(4)

to draft the basic management systems of

the Company;

(5)

to be responsible for submitting the

the Company;

(5)

to formulate the detailed rules and

annual work report and other reports to

the Board of Directors;

regulations of the Company;

(6)

to make proposals regarding the appointment

(6)

to make proposals regarding the appointment

or removal of the President, vice president

or removal of the vice president and chief

and chief financial officers of the Company;

financial officers of the Company;

(7)

to appoint or remove keymanagerial officers

(7)

to appoint or remove managerial officers

(at grades higher than 10)other than those

other than those to be appointed or removed

to be appointed or removed by the Board of

by the Board of Directors;

Directors, to fix their remuneration, and

(8)

to formulate plans for the remunerations,

to sign appointment contracts with them

under the authorization of the Board of

benefits, awards and punishments of the

Directors;

employees of the Company and determine

the employment and removal of such

(8)

to propose to convene an interim meeting

employees;

of the Board of Directors;

(9)

to design, implement and monitor the

(9)

other duties and powers authorized by these

risk management and internal control

Articles of Association and the Board of

systems of the Company;

Directors.

  1. to be accountable to the Board for ensuring the effectiveness of the risk management and internal control systems;
  2. to propose to convene an interim meeting of the Board of Directors;
  3. other duties and powers authorized by these Articles of Association and the Board of Directors.

6

Current Article

Amended Article

The President shall report to the CEO and

the Board of Directors, and have the following

duties and powers:

(1)

to be in charge of and implement the

management of daily production and

operation of the Company;

(2)

to coordinate the management of daily

operation of subsidiaries;

(3)

to develop specific regulations of the

Company;

(4)

to fix the salary, benefits, rewards and

punishments of employees, to determine

the employment and the dismissal

of employees (other than those to be

appointed or removed by the Board of

Directors and the CEO);

(5)

to be responsible for the design,

implementation and supervision of the

risk management and internal control

system;

(6)

to be responsible for confirming to the

Board of Directors about the effectiveness

of the risk management and internal

control system;

(7)

other duties and powers authorized by

these Articles of Association, the Board

of Directors or the CEO.

The President shall assist the CEO to perform his duties, and fulfil the duties on behalf of the CEO when the CEO is unable to do so.

The Vice President shall assist the President to perform his duties. In the event that the President is unable to perform his duties, other vice presidents designated by the CEO shall fulfill the duties on behalf of the President. If both of the CEO and the President fail to perform their duties, the Board of Directors shall decide the vice presidents who shall perform these duties on behalf of the CEO and the President.

7

Current Article

Amended Article

Article 230 The President shall be present at the

Article 230 The CEO, President shall be present

meetings of the Board of Directors, but a non-

at the meetings of the Board of Directors, but a

director president shall not have the voting rights

non-directorCEO, a non-director president shall

at such meetings.

not have the voting rights at such meetings.

Article 233 The Presidentshall formulate

Article 233 The Companyshall formulate

detailed working rules for the President and

detailed working rules for the CEO andthe

submit the same to the Board of Directors for

President and submit the same to the Board of

approval and, upon such approval, implement

Directors for approval and, upon such approval,

such rules.

implement such rules.

Article 234 The detailed working rules

Article 234 The detailed working rules

formulated for the President shall include the

formulated for the CEO andthe President shall

following:

include the following:

(1) conditions and procedures for convening and

(1) conditions and procedures for convening

participants of the President'smeetings;

and participants of the CEO'smeetings;

(2) specific duties of the President, vice

(2) specific duties of the CEO, President, vice

president and other senior management

president and other senior management

personnel;

personnel;

(3) the use of funds and assets of the Company,

(3) the use of funds and assets of the Company,

authority to enter into material contracts

authority to enter into material contracts

and systems for reporting to the Board of

and systems for reporting to the Board of

Directors and Supervisory Committee;

Directors and Supervisory Committee;

(4) other matters as deemed necessary by the

(4) other matters as deemed necessary by the

Board of Directors.

Board of Directors.

Chapter 9 Obligations of Directors, Supervisors,

Chapter 9 Obligations of Directors, Supervisors,

Presidentand Other Senior Management

CEOand Other Senior Management Personnel

Personnel of the Company

of the Company

8

The list of current and amended articles of the Rules of Procedure for the General Meetings

Current Article

Amended Article

"President"referred to in Article 7, Article 33,

"CEO"referred to in Article 7, Article 33, Article

Article 56, Article 62, Article 71

56, Article 62, Article 71

Article 57 The general meeting shall be presided

Article 57 The general meeting shall be presided

over by the chairman of the Board. When the

over by the chairman of the Board. When the

chairman of the Board cannot or fails to fulfill

chairman of the Board cannot or fails to fulfill his

his duties, the general meeting shall be presided

duties, the general meeting shall be presided over

over by the vice chairman of the Board. When

by the vice chairman of the Board jointly elected

the vice chairman of the Board cannot or fails to

by a simple majority of all the directors. When

fulfill his duties, the meeting shall be presided

both of the two Vice Chairmenof the Board

over by the director elected by the more than

cannot or failto fulfill theirduties, the meeting

half of the directors. If the meeting presider is

shall be presided over by the director elected by

not elected, the shareholders present may elect

the more than half of the directors. If the meeting

the presider. If the shareholders cannot elect the

presider is not elected, the shareholders present

presider for any reason, the general meeting shall

may elect the presider. If the shareholders cannot

be presided over by the shareholder present and

elect the presider for any reason, the general

holding the largest number of shares with voting

meeting shall be presided over by the shareholder

rights (including the shareholder proxy).

present and holding the largest number of shares

with voting rights (including the shareholder

The general meeting convened by the Board

proxy).

of Supervisors shall be presided over by the

chairman of Board of Supervisors. When the

The general meeting convened by the Board

chairman of Board of Supervisors cannot or fails

of Supervisors shall be presided over by the

to fulfill his duties, the meeting shall be presided

chairman of Board of Supervisors. When the

over by the supervisor elected by the more than

chairman of Board of Supervisors cannot or fails

half of the supervisors.

to fulfill his duties, the meeting shall be presided

over by the supervisor elected by the more than

The general meeting convened by the shareholders

half of the supervisors.

shall be presided over by the representative

elected by the convener.

The general meeting convened by the shareholders

shall be presided over by the representative

The meeting presider is responsible for deciding

elected by the convener.

whether to pass the resolution at the general

meeting. His decision shall be final, and declared

The meeting presider is responsible for deciding

at the meeting and recorded into the meeting

whether to pass the resolution at the general

minutes.

meeting. His decision shall be final, and declared

at the meeting and recorded into the meeting

minutes.

9

The list of current and amended articles of the Rules of Procedure for the Board of Directors

Current Article

Amended Article

Article 4 The Board shall consist of eight

Article 4 The Board shall consist of nine

members, including one Chairman, oneVice

members, including one Chairman, twoVice

Chairman and three independent directors.

Chairmenand three independent directors.

Directors may hold a concurrent post as

Directors may hold a concurrent post as CEO

presidentor other senior management personnel

or other senior management personnel of the

of the Company, provided that the total number

Company, provided that the total number of

of directors who are serving concurrently as

directors who are serving concurrently as CEO

presidentor other senior management personnel

or other senior management personnel together

together with the staff representative director

with the staff representative director shall not be

shall not be more than two.

more than half of all the directors.

"President"referred to in Article 6, Article 65

"CEO"referred to in Article 6, Article 65

Article 22 The vice Chairman shall assist the

Article 22 The vice Chairman shall assist the

Chairman in performing his/her duties. If the

Chairman in performing his/her duties. If the

Chairman is unable or fails to perform his/her

Chairman is unable or fails to perform his/her

duties, such duties shall be performed by the

duties, such duties shall be performed by the vice

vice Chairman. If the vice Chairman is unable or

Chairman jointly elected by a simple majority

fails to perform his/her duties, a director shall be

of all the directors. If both of the two Vice

elected jointly by more than half of all directors

Chairmen areunable or failto perform their

to perform such duties.

duties, a director shall be elected jointly by more

than half of all directors to perform such duties.

Article 62 The Board shall exercise the

Article 62 The Board shall exercise the

following duties and powers:

following duties and powers:

......

......

(10) to appoint or dismiss the Company's

(10) to appoint or dismiss the Company's

presidentand the secretary to the Board; and

CEOand the secretary to the Board; and

pursuant to the president'snominations, to

pursuant to the CEO'snominations, to

appoint or dismiss senior officers including

appoint or dismiss senior officers including

vice presidents and chief financial officer

the President, vice presidents and chief

of the Company and to determine their

financial officer of the Company and to

remuneration, rewards and penalties;

determine their remuneration, rewards and

penalties;

......

......

(15) to receive work report submitted by the

presidentof the Company and to review

(15) to receive work report submitted by the

his/her performance;

CEOof the Company and to review his/

her performance;

......

......

10

Current Article

Amended Article

Article 69 Meetings of the Board shall be

Article 69 Meetings of the Board shall be

presided over by the Chairman. In the event that

chairedby the Chairman. In the event that the

the Chairman is unable to perform such duties,

Chairman is unable to perform such duties,

he/she shall designate the vice Chairman or a

one vice Chairman jointly elected by more

director to chair the meetings on his/her behalf.

than half of all the directors should chair the

In the event that the Chairman neglects his/

meeting; in the event that two Vice Chairmen

her duties for no reason, or does not designate

are unable to or fail to perform such duties,

any specific personnel to act on his/her behalf,

one director jointly elected by more than half

a director, proposed by the vice Chairman or

of all the directors shall chair the meeting.

jointly by more than half of the directors, shall

be responsible for presiding over the meetings.

11

The list of current and amended articles of the Rules of Procedure

for the Supervisory Committee

Current Article

Amended Article

"President"referred to in Article 3, Article 7,

"CEO"referred to in Article 3, Article 7, Article

Article 8, Article 22, Article 35

8, Article 22, Article 35

12

The list of current and amended articles of the Implementation Rules

of the Nomination Committee

Current Article

Amended Article

Rule

3 The Committee shall consist of three

Rule 3 The Committee shall consist of five

Directors, with the majority of them being

Directors, with the majority of them being

independent non-executive Directors.

independent non-executive Directors.

Rule 8 The principal duties and scope of

Rule 8 The principal duties and scope of

authority of the Committee shall be:

authority of the Committee shall be:

......

......

(3)

to specify the objectives of the nomination

(3) to specify the objectives of the nomination

policies, to make recommendations to the

policies, to make recommendations to the

Board as to the selection, appointment or

Board as to the selection, appointment or

re-appointment and succession planning

re-appointment and succession planning for

for Directors (in particular the chairman

Directors (in particular the Chairman and

of the Board and the president) and to

the CEO) and to formulate transparent and

formulate transparent and fair policies;

fair policies;

Rule 18 The Committee may invite other

Rule 18 The Committee may invite other

Directors, supervisors, the presidentor other

Directors, supervisors, the CEOor other senior

senior management members of the Company to

management members of the Company to attend

attend the meeting as non-voting delegates when

the meeting as non-voting delegates when

considered necessary.

considered necessary.

The other senior management members mentioned

The other senior management members mentioned

herein refer to the vice president, the secretary

herein refer to the President, the vice president,

to the Board and the person-in-charge of finance

the secretary to the Board and the person-in-

affairs of the Company.

charge of finance affairs of the Company.

Other than the above amendments, the contents of other articles in the Articles of Association, the Rules of Procedure for the General Meetings, the Rules of Procedure for the Board of Directors, the Rules of Procedure for the Supervisory Committee and the Implementation Rules of the Nomination Committee remain unchanged.

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CIMC - China International Marine Containers (Group) Co. Ltd. published this content on 27 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 August 2020 14:47:10 UTC