China International Marine Cntnrs Gp : DISCLOSEABLE AND CONTINUING CONNECTED TRANSACTIONS PROVISION AND ACCEPTANCE OF FINANCIAL ASSISTANCE

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.

CHINAINTERNATIONALMARINECONTAINERS(GROUP)CO.,LTD.

中國國際海運集裝箱（集團）股份有限公司

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

(Stock Code: 2039)

DISCLOSEABLE AND CONTINUING CONNECTED TRANSACTIONS

PROVISION AND ACCEPTANCE OF FINANCIAL ASSISTANCE

DISCLOSEABLE AND CONTINUING CONNECTED TRANSACTIONS

On 30 October 2019, the Board is pleased to announce that:

1. Shangrong Real Estate has entered into the Framework Agreement on the Borrowing of Surplus Funds IA with Merchants Shekou and Jixing Development, pursuant to which Jixing Development agreed to receive the financial assistance totaling no more than RMB2.3 billion from Shangrong Real Estate, a holding subsidiary of Merchants Shekou, during the authorization period;
2. Shangtai Real Estate has entered into the Framework Agreement on the Borrowing of Surplus Funds IB with Merchants Shekou and Jisheng Development, pursuant to which Jisheng Development agreed to receive the financial assistance totaling no more than RMB2.6 billion from Shangtai Real Estate, a holding subsidiary of Merchants Shekou, during the authorization period;
3. Leyi Real Estate has entered into the Framework Agreement on the Borrowing of Surplus Funds IIA with Merchants Shekou and Jida Development, pursuant to which Leyi Real Estate shall provide financial assistance to each of Jida Development and Merchants Shekou in proportion to their shareholdings (Jida Development and Merchants Shekou hold 51% and 49% equity interests in Leyi Real Estate, respectively). Leyi Real Estate agreed to provide the financial assistance totaling no more than RMB1.4 billion to Merchants Shekou in proportion to its shareholding during the authorization period; and
4. Shangqi Real Estate has entered into the Framework Agreement on the Borrowing of Surplus Funds IIB with Merchants Shekou and Jiyu Development, pursuant to which Shangqi Real Estate agreed to provide the financial assistance totaling no more than RMB1.2 billion to Merchants Shekou in proportion to their shareholdings (Jiyu Development and Merchants Shekou hold 51% and 49% equity interests in Shangqi Real Estate, respectively) during the authorization period.

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IMPLICATIONS UNDER THE HONG KONG LISTING RULES

As at the date of this announcement, China Merchants Group is the indirect largest Shareholder of the Company. As of 30 September 2019, China Merchants Group through its subsidiaries (including China Merchants Steam Navigation Company Limited, China Merchants Holdings (Hong Kong) Company Limited, China Merchants Industry Holdings Company Limited, Soares Limited and China Merchants (CIMC) Investment Limited) held 24.57% of the total issued Shares of the Company. Merchants Shekou is a holding subsidiary of China Merchants Group, while Shangrong Real Estate and Shangtai Real Estate are holding subsidiaries of Merchants Shekou.

Merchants Shekou, Shangrong Real Estate and Shangtai Real Estate are connected persons of the Company under Chapter 14A of the Hong Kong Listing Rules. The Provision of Financial Assistance will be conducted in the usual and ordinary business course of the Group on an ongoing or regular basis, and therefore constitutes a continuing connected transaction of the Company under the Hong Kong Listing Rules. As one or more of the applicable percentage ratios (as defined under the Hong Kong Listing Rules) in respect of the proposed annual caps under the Provision of Financial Assistance exceed 5%, but all of the percentage ratios are less than 25%, the Provision of Financial Assistance constitutes a discloseable transaction and a non- exempt continuing connected transaction of the Company, and is subject to the reporting and announcement requirements under Chapter 14 of the Hong Kong Listing Rules, as well as the reporting, announcement, circular and independent shareholders' approval requirements under Chapter 14A of the Hong Kong Listing Rules.

According to the requirements of the Hong Kong Listing Rules, the Acceptance of Financial Assistance constitutes financial assistance provided by connected persons to the Group. However, (i) the borrowings are made on normal commercial terms or more favorable terms to the Group; and (ii) the borrowings are not secured by any assets of the Group, and therefore such borrowings constitute exempt financial assistance under Rule 14A.90 of the Hong Kong Listing Rules, and are not subject to the reporting, announcement and independent shareholders' approval requirements under the Hong Kong Listing Rules.

GENERAL

The Financial Assistance and the proposed annual caps contemplated thereunder shall be submitted to the Extraordinary General Meeting of the Company for consideration and approval. China Merchants (CIMC) Investment Limited and its related parties, as related Shareholders, will be abstained from voting in respect of the relevant resolution at the Company's Extraordinary General Meeting. To the knowledge, information and belief of the Directors, having made all reasonable enquiries, none of the Shareholders (or their associates), except for China Merchants (CIMC) Investment Limited and its associates, has any material interest in the transactions contemplated under the Financial Assistance.

A circular containing (among other things) (1) details of the exempted continuing connected transaction of the Acceptance of Financial Assistance and further details of the non-exempted continuing connected transaction of the Provision of Financial Assistance; (2) letter from the Independent Board Committee to the independent Shareholders containing its recommendations on the Financial Assistance; and (3) the letter from the Independent Financial Adviser (containing his/her advice to the Independent Board Committee and independent Shareholders on the Financial Assistance) is expected to be despatched to the Shareholders on or before 19 November 2019.

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BACKGROUND

Reference is made to the announcements of the Company dated 27 September 2018, 23 November 2018 and 30 November 2018 in relation to the acquisition of 49% equity interests in each of Shangrong Real Estate and Shangtai Real Estate, as well as 51% equity interests in each of Leyi

Real Estate and Shangqi Real Estate, by CIMC Skyspace, a holding subsidiary of CIMC Shenfa Development Co., Ltd.* (中集申發建設實業有限公司), which is a wholly-owned subsidiary of

the Group, by way of capital injection through its holding subsidiaries, being Jixing Development, Jisheng Development, Jida Development and Jiyu Development. On 30 November 2018, the respective Capital Injection Agreement was entered into by the parties.

At present, the Project Companies have a large amount of idle funds due to capital injection and sales return. In order to improve the efficiency of capital use, Jixing Development, Jisheng Development, Jida Development and Jiyu Development and Merchants Shekou propose to collect idle surplus funds from Jixing Development, Jisheng Development, Jida Development and Jiyu Development, on the same conditions and in proportion to their respective shareholdings pursuant to the Capital Injection Agreement. Jixing Development and Jisheng Development will receive financial assistance, while Leyi Real Estate and Shangqi Real Estate will provide financial assistance.

THE FINANCIAL ASSISTANCE

On 30 October 2019, the Board is pleased to announce that:

1. Shangrong Real Estate has entered into the Framework Agreement on the Borrowing of Surplus Funds IA with Merchants Shekou and Jixing Development, pursuant to which Jixing Development agreed to receive the financial assistance totaling no more than RMB2.3 billion from Shangrong Real Estate, a holding subsidiary of Merchants Shekou, during the authorization period;
2. Shangtai Real Estate has entered into the Framework Agreement on the Borrowing of Surplus Funds IB with Merchants Shekou and Jisheng Development, pursuant to which Jisheng Development agreed to receive the financial assistance totaling no more than RMB2.6 billion from Shangtai Real Estate, a holding subsidiary of Merchants Shekou, during the authorization period;
3. Leyi Real Estate has entered into the Framework Agreement on the Borrowing of Surplus Funds IIA with Merchants Shekou and Jida Development, pursuant to which Leyi Real Estate shall provide financial assistance to each of Jida Development and Merchants Shekou in proportion to their shareholdings (Jida Development and Merchants Shekou hold 51% and 49% equity interests in Leyi Real Estate, respectively). Leyi Real Estate agreed to provide the financial assistance totaling no more than RMB1.4 billion to Merchants Shekou in proportion to its shareholding during the authorization period; and
4. Shangqi Real Estate has entered into the Framework Agreement on the Borrowing of Surplus Funds IIB with Merchants Shekou and Jiyu Development, pursuant to which Shangqi Real Estate agreed to provide the financial assistance totaling no more than RMB1.2 billion to Merchants Shekou in proportion to their shareholdings (Jiyu Development and Merchants Shekou hold 51% and 49% equity interests in Shangqi Real Estate, respectively) during the authorization period.

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1. THE FRAMEWORK AGREEMENTS ON THE BORROWING OF SURPLUS FUNDS
   The main terms of the Framework Agreements on the Borrowing of Surplus Funds are as follows:
2. 1. Valid period for the maximum borrowing amount and the term of borrowing
      The maximum borrowing amount is valid for twelve months from the effective date of each of Framework Agreements on the Borrowing of Surplus Funds. Unused borrowing amount will automatically lapse upon expiration of the valid period for the maximum borrowing amount.
      During the valid period of each of Framework Agreements on the Borrowing of Surplus Funds and within the agreed maximum borrowing amount, the term of each borrowing provided by the Project Companies is eighteen months.
      Before each of the borrowings is expired, the Project Companies have the right to demand repayment in advance without any conditions.
   2. The maximum borrowing amount
      The amount of the Financial Assistance is the surplus funds to be collected by the shareholders from the Project Companies in proportion to their shareholdings according to operation plans of the Project Companies and their capital inflows reasonably expected for the next twelve months, after deducting capital outflows for the next fifteen months (for additional three months) (including project development costs, tax payable and daily operating expenses such as operating costs).
      During the above 12-month authorization period, Jixing Development and Jisheng Development will receive the financial assistance no more than RMB4.9 billion in total in proportion to their shareholdings of 49%, including no more than RMB2.3 billion of financial assistance to be received by Jixing Development from Shangrong Real Estate and no more than RMB2.6 billion of financial assistance to be received by Jisheng Development from Shangtai Real Estate. During the authorization period, the balance of financial assistance received at any point in time shall not exceed the above limit, within which the funds may be rolled over.
      During the above 12-month authorization period, Leyi Real Estate and Shangqi Real Estate will provide the financial assistance no more than RMB2.6 billion in total in proportion to Merchants Shekou's shareholding of 49%, including no more than RMB1.4 billion of financial assistance to be provided by Leyi Real Estate to Merchants Shekou and no more than RMB1.2 billion of financial assistance to be provided by Shangqi Real Estate to Merchants Shekou. During the authorization period, the balance of financial assistance provided at any point in time shall not exceed the above limit, within which the funds may be rolled over.
   3. Interest rate
      The Financial Assistance shall not be subject to any interest.

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1. 4. Other arrangements

   The Framework Agreements on the Borrowing of Surplus Funds entered into by the parties shall come into effect after being signed with seal by the parties and considered and approved by respective competent departments.

2. PROPOSED ANNUAL CAPS FOR THE FRAMEWORK AGREEMENTS ON THE BORROWING OF SURPLUS FUNDS
   For the twelve months from the effective date of each of the Framework Agreements on the Borrowing of Surplus Funds, the proposed annual caps for the transactions contemplated under the Framework Agreements on the Borrowing of Surplus Funds is set out below:

	Proposed annual
	caps
	(RMB)
Framework Agreement on the Borrowing of Surplus Funds IA	230,000,000
Framework Agreement on the Borrowing of Surplus Funds IB	260,000,000
Framework Agreement on the Borrowing of Surplus Funds IIA	140,000,000
Framework Agreement on the Borrowing of Surplus Funds IIB	120,000,000

1. REASONS FOR AND BENEFITS OF THE FRAMEWORK AGREEMENTS ON THE BORROWING OF SURPLUS FUNDS
   In order to make good use of the funds available for cooperation projects, according to the business practices in the real estate industry, the Project Companies will provide borrowings to the respective parties with the idle surplus funds left after setting aside working capital required for a certain period of time in the future. The purpose is to improve the efficiency of capital use and the return on investment of the respective parties.
   The Financial Assistance was negotiated voluntarily by the parties to the transactions in compliance with the relevant terms of the Capital Injection Agreement. Respective parties shall receive the borrowings provided by the Project Companies for nil consideration in proportion to their shareholdings and on the same conditions, free of any additional expenses or guarantees in any form, such as warranty, mortgage and pledge, given by the Company to related parties, and without any prejudice to the interests of any shareholders. Therefore, the transactions were entered into in the principle of voluntariness, equality, mutual benefit, fairness and impartiality.
   The terms of the Framework Agreements on the Borrowing of Surplus Funds, including the applicable interest rate and the proposed annual caps, have been arrived at by the parties with arm's length negotiations and after taking into account the prevailing interest rate and practices in the market. The Directors are of the view that the Framework Agreements on the Borrowing of Surplus Funds (including the proposed annual caps) are entered into on normal commercial terms and the terms under the borrowing agreements are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Also, the Board is of the view that the Financial Assistance is conducive to improving the efficiency of capital use, and as it is carried out without affecting the normal production and operations of the Project Companies and necessary risk prevention measures are taken, it is without any prejudice to the interests of the Company and minority Shareholders, and will not have any adverse impact on the Company's operating activities.

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IV. INFORMATION OF THE PARTIES INVOLVED

The Company

The Company is a joint stock company established in the PRC with limited liability, with its H Shares listed on the Main Board of the Hong Kong Stock Exchange and A Shares listed on the Shenzhen Stock Exchange. The Group is principally engaged in the container manufacturing business, road transportation vehicle business, energy, chemical and liquid food equipment business, offshore engineering business, logistic service business and airport facilities equipment business.

Merchants Shekou

Merchants Shekou is a joint stock company established in the PRC with limited liability and is a non-wholly-owned subsidiary of China Merchants Group, a substantial Shareholder of the Company. Merchants Shekou is principally engaged in urban and park zones integrated development and operation.

(1) Basic information
Company name:	China Merchants Shekou Industrial Zone Holdings Co., Ltd.
Company type:	Other joint stock limited company (listed)
Unified social credit code:	914400001000114606
Date of establishment:	1 April 1979
Registered address:	New Times Plaza, No.1 Taizi Road, Shekou, Nanshan
	District, Shenzhen, Guangdong Province
Office address:	Building 3, Nanhai Yiku, No.6 Xinghua Road, Shekou,
	Nanshan District, Shenzhen, Guangdong Province
Legal representative:	XU Yongjun
Registered capital:	RMB7,914,080,000

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Principal operations:	Investment in, development, construction	and operation of
	urban and park zones and community; investment in and
	management of transportation, industrial manufacturing,
	finance and insurance, foreign trade, tourism, hotel company
	and other companies; construction and operation of cruise
	homeports and supporting facilities; development and
	operation of real estates; amphibious building work; sales
	of the products from subsidiaries and supply and sales of
	required equipment, raw materials and parts; organization
	of sports competition; property management; water
	transportation, terminal and storage services; scientific
	research and technical services; provision of technical
	and operation consulting and technology and information
	services relating to the above businesses.
Shareholding structure:	As at 30 June 2019, China Merchants Group held 58.21%
	equity interests in Merchants Shekou.
Related relationship:	China Merchants Group, the controlling shareholder
	of Merchants Shekou, is the largest Shareholder of the
	Company (indirectly holding 24.57% equity interests in the
	Company as at 30 September 2019), so Merchants Shekou is
	a related party of the Company.
(2) Key financial data
			Unit: RMB' 000
			January-June
		2018	2019
		(audited)	(unaudited)
Operating revenue		88,277,854.68	16,686,527.67
Net profit attributable to the parent company	15,240,053.24	4,898,374.40
		31 December	30 June
		2018	2019
		(audited)	(unaudited)
Total assets		423,221,446.93	502,452,927.74
Net assets attributable to the parent company	75,908,704.85	76,106,621.69
Total liabilities		314,358,765.82	385,492,005.92

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1. Historical development and development of its principal businesses for the past three years

Merchants Shekou is a flagship company in urban integrated development and operation segment of China Merchants Group, a major leading state-owned enterprise under direct supervision of the central government of the PRC, and is also the only core asset integration platform and an important business collaboration platform within China Merchants Group, focusing on three major business segments, i.e. the development and operation of parks, development and operation of communities, and construction and operation of cruise industry. Its former name, Shekou Industrial Zone, was established in 1979 as China's first export-oriented economic development zone, which was formerly a wholly-owned subsidiary of China Merchants Group Limited. In June 1998, it was restructured into a limited liability company according to the relevant regulations of the State Council, and China Merchants Steam Navigation Company Limited was

added as a shareholder. On 26 June 2015, the company changed its name from "China Merchants Shekou Industrial Zone Co., Ltd.* (招商局蛇口工業區有限公司)" to "China Merchants Shekou Industrial Zone Holdings Co., Ltd.* (招商局蛇口工業區 控股股份有限公司)". On 30 December 2015, China Merchants Property was merged

by Merchants Shekou, realizing an unprecedented reorganization and listing, with the stock code of 001979, and establishing a model of state-owned enterprise reform and a benchmark of capital market innovation in the PRC. As at the end of 2018, the total assets of Merchants Shekou exceeded RMB420 billion, a total operating revenue of RMB88.278 billion has been realised, representing a year-on-year increase of 16.25%, and a net profit attributable to shareholders of listed companies of RMB15.240 billion has been realised, representing a year-on-year increase of 20.42%. Its business covers nearly 60 cities and regions around the world, and over 400 boutique projects have been developed, serving millions of customers.

Based on the Company's reasonable enquiry, Merchants Shekou is not a party subject to liabilities for dishonesty.

Shangrong Real Estate
(1) Basic information
Company name:	Shenzhen Taiziwan Shangrong Real Estate Co., Ltd.
Company type:	Limited liability company
Unified social credit code:	91440300349911974D
Date of establishment:	26 August 2015
Registered address:	28/F, New Times Plaza, No.1 Taizi Road, Shekou, Nanshan
	District, Shenzhen
Office address:	28/F, New Times Plaza, No.1 Taizi Road, Shekou, Nanshan
	District, Shenzhen

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Legal representative:	NIE Liming
Registered capital:	RMB58,823,529
Principal operations:	Operation of real estate development	on lands with
	legitimate land use rights
Shareholding structure:	As at the date of this announcement, Merchants Shekou and
	Jixing Development held 51% and 49% equity interests in
	Shangrong Real Estate, respectively.
Related relationship:	Shangrong Real Estate is a holding subsidiary of Merchants
	Shekou, which is a subsidiary of China Merchants Group,
	the largest Shareholder of the Company, so Shangrong Real
	Estate is a related party of the Company.
(2) Key financial data
			Unit: RMB' 000
			January-August
		2018	2019
		(audited)	(unaudited)
Operating revenue		-	-
Net profit attributable to the parent company	(12,936.13)	(77.90)
		31 December	31 August
		2018	2019
		(audited)	(unaudited)
Total assets		2,163,360.64	3,829,029.51
Net assets attributable to the parent company	17,063.87	798,444.74
Total liabilities		2,146,296.77	2,263,451.58

1. Historical development and development of its principal businesses for the past three years

Shangrong Real Estate, established on 26 August 2015, was formerly a wholly-owned subsidiary of Merchants Shekou. On 30 November 2018, 49% of its shareholdings was held by Jixing Development through public tender and capital increase, and the change of shareholdings was completed on 31 January 2019. The business scope includes the operation of real estate development on lands with legitimate land use rights, and it held the land-use right of the project plot numbered DY02-01 in detailed blueprints. The construction of the project and the pre-sale thereof has been commenced in the second half of 2017 and at the end of 2018, respectively.

Shangrong Real Estate is not a party subject to liabilities for dishonesty.

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Shangtai Real Estate
(1)	Basic information
	Company name:	Shenzhen Taiziwan Shangtai Real Estate Co., Ltd.
	Company type:	Limited liability company
	Unified social credit code:	9144030034991207XY
	Date of establishment:	26 August 2015
	Registered address:	28/F, New Times Plaza, No.1 Taizi Road, Shekou, Nanshan
		District, Shenzhen
	Office address:	28/F, New Times Plaza, No.1 Taizi Road, Shekou, Nanshan
		District, Shenzhen
	Legal representative:	NIE Liming
	Registered capital:	RMB58,823,529
	Principal operations:	Operation of real estate development on lands with
		legitimate land use rights.
	Shareholding structure:	As at the date of this announcement, Merchants Shekou and
		Jisheng Development held 51% and 49% equity interests in
		Shangtai Real Estate, respectively.
	Related relationship:	Shangtai Real Estate is a holding subsidiary of Merchants
		Shekou, which is a subsidiary of China Merchants Group,
		the largest Shareholder of the Company, so Shangtai Real
		Estate is a related party of the Company.
(2)	Key financial data
				Unit: RMB' 000
				January-August
			2018	2019
			(audited)	(unaudited)
	Operating revenue		-	-
	Net profit attributable to the parent company	36.79	(3,502.42)
			31 December	31 August
			2018	2019
			(audited)	(unaudited)
	Total assets		326,261.31	4,183,793.48
	Net assets attributable to the parent company	30,036.79	838,193.31
	Total liabilities		296,224.53	2,540,277.19

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1. Historical development and development of its principal businesses for the past three years

Shangtai Real Estate, established on 26 August 2015, was formerly a wholly-owned subsidiary of Merchants Shekou. On 30 November 2018, 49% of its shareholdings was held by Jisheng Development through public tender and capital increase, and the change of shareholdings was completed on 25 February 2019. The business scope includes the operation of real estate development on lands with legitimate land use rights, and it held the land-use right of the project plot numbered DY02-03 in detailed blueprints. The construction of the project and the pre-sale thereof has been commenced in the second half of 2017 and in the first half of 2019, respectively.

Shangtai Real Estate is not a party subject to enforcement for dishonesty.

Jixing Development
Company name:	Shenzhen Jixing Development Co., Ltd.
Company type:	Limited liability company
Date of establishment:	30 September 2018
Legal representative:	YU Zhenfei
Unified social credit code:	91440300MA5FBEHH53
Registered address:	Unit 21B, 1/F, China Merchants Plaza, 1166 Wanghai Road,
	Shekou, Nanshan District, Shenzhen
Registered capital:	RMB50 million
Principal operations:	Investment in and establishment of industrial businesses
	(specific projects will be filed separately); venture capital;
	project investment; investment consulting.
Shareholding structure:	CIMC Skyspace and CIMC Containers, a subsidiary of
	the Group held 75% and 25% equity interests in Jixing
	Development, respectively.

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Jisheng Development
Company name:	Shenzhen Jisheng Development Co., Ltd.
Company type:	Limited liability company
Date of establishment:	30 September 2018
Legal representative:	YU Zhenfei
Unified social credit code:	91440300MA5FBDLGX6
Registered address:	Unit 21A, 1/F, China Merchants Plaza, 1166 Wanghai Road,
	Shekou, Nanshan District, Shenzhen
Registered capital:	RMB50 million
Principal operations:	Investment in and establishment of industrial businesses
	(specific projects will be filed separately); venture capital;
	project investment; investment consulting.
Shareholding structure:	CIMC Skyspace and CIMC Containers, a subsidiary of
	the Group held 75% and 25% equity interests in Jisheng
	Development, respectively.
Jida Development
Company name:	Shenzhen Jida Development Co., Ltd.
Company type:	Limited liability company
Date of establishment:	30 September 2018
Legal representative:	YU Zhenfei
Unified social credit code:	91440300MA5FBDHL5Y
Registered address:	Unit 21C, 1/F, China Merchants Plaza, 1166 Wanghai Road,
	Shekou, Nanshan District, Shenzhen
Registered capital:	RMB50 million
Principal operations:	Investment in and establishment of industrial businesses
	(specific projects will be filed separately); venture capital;
	project investment; investment consulting (excluding the
	projects prohibited by laws, administrative regulations and the
	State Council; restricted projects can be operated only after
	obtaining relevant permits).
Shareholding structure:	As at the date of this announcement, Shenzhen Jihong
	Investment Co., Ltd., a wholly-owned subsidiary of CIMC
	Skyspace, held 75% equity interests in Jida Development;
	CIMC Containers, a wholly-owned subsidiary of the Company,
	held 25% equity interests in Jida Development. As at the date
	of this announcement, Jida Development is an indirect non-
	wholly-owned subsidiary of the Company.

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Jiyu Development
Company name:	Shenzhen Jiyu Development Co., Ltd.
Company type:	Limited liability company
Date of establishment:	30 September 2018
Legal representative:	YU Zhenfei
Unified social credit code:	91440300MA5FBDTA1B
Registered address:	Unit 21C, 1/F, China Merchants Plaza, 1166 Wanghai Road,
	Shekou, Nanshan District, Shenzhen
Registered capital:	RMB50 million
Principal operations:	Investment in and establishment of industrial businesses;
	venture capital; project investment; investment consulting.
	(Excluding restricted projects)
Shareholding structure:	As at the date of this announcement, Shenzhen Jiyuan
	Investment Co., Ltd., a wholly-owned subsidiary of CIMC
	Skyspace, held 75% equity interests in Jiyu Development;
	CIMC Containers, a wholly-owned subsidiary of the Company,
	held 25% equity interests in Jiyu Development. As at the date
	of this announcement, Jiyu Development is an indirect non-
	wholly-owned subsidiary of the Company.
Leyi Real Estate
Company name:	Shenzhen Leyi Real Estate Co., Ltd.
Company type:	Limited liability company
Date of establishment:	26 October 2015
Legal representative:	YU Zhenfei
Unified social credit code:	914403003591382253
Registered address:	Unit 2811, New Times Plaza, No.1 Taizi Road, Zhaoshang
	Subdistrict, Shekou, Nanshan District, Shenzhen
Registered capital:	RMB61.224 million
Principal operations:	Operation of real estate development on lands with legitimate
	land use rights.
Shareholding structure:	As at the date of this announcement, Jida Development and
	Merchants Shekou held 51% and 49% equity interests in Leyi
	Real Estate, respectively, so Leyi Real Estate is a non-wholly-
	owned subsidiary of Jida Development, CIMC Skyspace and
	the Company.

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Shangqi Real Estate
Company name:	Shenzhen Shangqi Real Estate Co., Ltd.
Company type:	Limited liability company
Date of establishment:	26 October 2015
Legal representative:	YU Zhenfei
Unified social credit code:	91440300359137054G
Registered address:	Unit 2903, New Times Plaza, No.1 Taizi Road, Zhaoshang
	Subdistrict, Shekou, Nanshan District, Shenzhen
Registered capital:	RMB61.224 million
Principal operations:	Operation of real estate development on lands with legitimate
	land use rights.
Shareholding structure:	As at the date of this announcement, Jiyu Development and
	Merchants Shekou held 51% and 49% equity interests in
	Shangqi Real Estate, respectively, so Shangqi Real Estate is

1. 1. non-wholly-ownedsubsidiary of Jiyu Development, CIMC Skyspace and the Company.
2. IMPLICATIONS UNDER THE LISTING RULES
   1. Implications under the Hong Kong Listing Rules
   As at the date of this announcement, China Merchants Group is the indirect largest Shareholder of the Company. As of 30 September 2019, China Merchants Group through its subsidiaries (including China Merchants Steam Navigation Company Limited, China Merchants Holdings (Hong Kong) Company Limited, China Merchants Industry Holdings Company Limited, Soares Limited and China Merchants (CIMC) Investment Limited) held 24.57% of the total issued Shares of the Company. Merchants Shekou is a holding subsidiary of China Merchants Group, while Shangrong Real Estate and Shangtai Real Estate are holding subsidiaries of Merchants Shekou.
   Merchants Shekou, Shangrong Real Estate and Shangtai Real Estate are connected persons of the Company under Chapter 14A of the Hong Kong Listing Rules. The Provision of Financial Assistance will be conducted in the usual and ordinary business course of the Group on an ongoing or regular basis, and therefore constitutes a continuing connected transaction of the Company under the Hong Kong Listing Rules. As one or more of the applicable percentage ratios (as defined under the Hong Kong Listing Rules) in respect of the proposed annual caps under the Provision of Financial Assistance exceed 5%, but all of the percentage ratios are less than 25%, the Provision of Financial Assistance constitutes a discloseable transaction and a non-exempt continuing connected transaction of the Company, and is subject to the reporting and announcement requirements under Chapter 14 of the Hong Kong Listing Rules, as well as the reporting, announcement, circular and independent shareholders' approval requirements under Chapter 14A of the Hong Kong Listing Rules.

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According to the requirements of the Hong Kong Listing Rules, the Acceptance of Financial Assistance constitutes financial assistance provided by connected persons to the Group. However, (i) the borrowings are made on normal commercial terms or more favorable terms to the Group; and (ii) the borrowings are not secured by any assets of the Group, and therefore such borrowings constitute exempt financial assistance under Rule 14A.90 of the Hong Kong Listing Rules, and are not subject to the reporting, announcement and independent shareholders' approval requirements under the Hong Kong Listing Rules.

2. Implications under the Shenzhen Listing Rules

According to the relevant requirements of the Shenzhen Listing Rules, Merchants Shekou, Shangrong Real Estate and Shangtai Real Estate are related parties of the Company, and the Financial Assistance constitutes a related transaction of the Company.

The Acceptance of Financial Assistance and the Provision of Financial Assistance do

not constitute major asset reorganization under the Administrative Measures for the Material Asset Reorganisation of Listed Companies 《( 上市公司重大資產重組管理辦 法》).

VI. GENERAL

On 30 October 2019, the resolution concerning the Financial Assistance has been considered and approved at the 10th meeting of the 9th session of the Board of the Company in 2019. Mr. Wang Hong and Mr. HU Xianfu, both being related Directors, abstained from voting. Other non-related Directors unanimously agreed to the resolution. The independent Directors of the Company have conducted a prior review and expressed independent opinions.

Upon prior verification on the acceptance and provision of financial assistance by the holding subsidiaries of CIMC Skyspace from and to connected/related parties, the independent Directors of the Company are of the view that the Financial Assistance conforms to the relevant laws and regulations and the Articles of Association of China International Marine Containers (Group) Co., Ltd., and it is in line with production and operation needs. The Framework Agreements on the Borrowing of Surplus Funds are entered into by the parties in the ordinary course of business on normal commercial terms, which are in the interests of the Company and Shareholders as a whole, and transaction terms are fair and reasonable, thus is conducive to the ongoing and sound development of the Company. The review procedures of the Financial Assistance are in compliance with the relevant laws and regulations as well as the Articles of Association. The transaction adhered to the principles of fairness, openness and impartiality. Mr. Wang Hong and Mr. HU Xianfu, both being related Directors, abstained from voting. There was no prejudicial circumstance against the interests of the Company and all shareholders, especially minority shareholders.

The Company undertakes that it would not use the currently idle raised funds to temporarily replenish the liquidity, would not change the use of the raised funds to perpetually replenish liquidity, and would not use the over-raised funds to perpetually replenish liquidity or repay bank loans in the twelve months subsequent to the above-mentioned external provision of financial assistance.

From the beginning of 2019 to the date of this announcement, except for the transactions contemplated under the Financial Assistance, the accumulated total amount of all related transactions between the Group and Merchants Shekou and its holding subsidiaries is RMB0.

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As of 30 June 2019, the balance of financial assistance provided by the Company to external parties was approximately RMB2.1 billion, accounting for 5.6% of the Company's latest audited net assets. No financial assistance provided by the Company to external parties has been overdue.

The Financial Assistance and the proposed annual caps contemplated thereunder shall be submitted to the Extraordinary General Meeting of the Company for consideration and approval. China Merchants (CIMC) Investment Limited and its related parties, as related Shareholders, will be abstained from voting in respect of the relevant resolution at the Company's Extraordinary General Meeting. To the knowledge, information and belief of the Directors, having made all reasonable enquiries, none of the Shareholders (or their associates), except for China Merchants (CIMC) Investment Limited and its associates, has any material interest in the transactions contemplated under the Financial Assistance.

Independent Board Committee is comprised of independent non-executive Directors of the Company, and provides advice to independent Shareholders on whether the Financial Assistance and terms of the proposed annual caps contemplated thereunder are entered into in the normal and ordinary course of business on normal commercial terms, and whether they are fair and reasonable, and in the interests of the Company and Shareholders as a whole.

The Company will also appoint the Independent Financial Adviser to provide advice to the Independent Board Committee and independent Shareholders in respect of the Financial Assistance and the proposed annual caps contemplated thereunder.

The Group has developed a series of measures and policies to ensure the continuing related/ connected transactions are carried out in accordance with the agreements. The Company's auditing and monitoring department will conduct irregular internal assessments on the internal control measures of the Company, to ensure that the internal control measures in respect of the continuing related/connected transactions remain complete and effective, and report the assessment results to the audit committee under the Board, the Board and the supervisory committee of the Company. The Company's external auditors will conduct an annual audit on the Company's internal control measures and an annual review on the continuing connected transactions pursuant to the requirements under the Hong Kong Listing Rules.

A circular containing (among other things) (1) details of the exempted continuing connected transaction of the Acceptance of Financial Assistance and further details of the non-exempted continuing connected transaction of the Provision of Financial Assistance; (2) letter from the Independent Board Committee to the independent Shareholders containing its recommendations on the Financial Assistance; and (3) the letter from the Independent Financial Adviser (containing his/her advice to the Independent Board Committee and independent Shareholders on the Financial Assistance) is expected to be despatched to the Shareholders on or before 19 November 2019.

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VII. DEFINITIONS

In this announcement, unless otherwise defined, terms used herein shall have the following meanings:

"associate(s)"

"A Share(s)"

has the meaning ascribed thereto under the Hong Kong Listing Rules

domestic share(s) in the registered share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Shenzhen Stock Exchange and traded in RMB

"Board"

"China Merchants Group"

"CIMC Investment"

"CIMC Skyspace"

"CIMC Containers"

"Company"

the board of Directors of the Company

China Merchants Group Limited, a state-owned enterprise established in the PRC and directly managed by the SASAC, and is the controlling Shareholder of CIMC Investment, a substantial Shareholder, and the indirect largest Shareholder of the Company as of the date of this announcement

China Merchants (CIMC) Investment Limited (招商局國際（中集）投 資有限公司), holding approximately 24.57% of the issued Shares of the Company as of the date of this announcement and is a substantial Shareholder of the Company

Shenzhen CIMC Skyspace Real Estate Development Co., Ltd. (深圳市 中集產城發展集團有限公司), a company incorporated in the PRC and

an indirect non-wholly-owned subsidiary of the Company

CIMC Group Containers Holding Co., Ltd. (中集集團集裝箱控股有限 公司), a company incorporated in the PRC and a direct wholly-owned subsidiary of the Company

China International Marine Containers (Group) Co., Ltd. (中國國際海 運集裝箱（集團）股份有限公司), a joint stock company incorporated in

the PRC with limited liability under the Company Law of the PRC in January 1980, the H Shares of which are listed on the Main Board of the Hong Kong Stock Exchange and the A Shares of which are listed on the Shenzhen Stock Exchange

"connected person(s)" has the meaning ascribed thereto under the Hong Kong Listing Rules

"related party(ies)" has the meaning ascribed thereto under the Shenzhen Listing Rules

"connected transaction(s)" has the meaning ascribed thereto under the Hong Kong Listing Rules

"related transaction(s)" has the meaning ascribed thereto under the Shenzhen Listing Rules

"Director(s)"the director(s) of the Company

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"Extraordinary General Meeting" or "EGM"

"Framework Agreement

on the Borrowing of

Surplus Funds IA"

"Framework Agreement

on the Borrowing of

Surplus Funds IB"

"Framework Agreement

on the Borrowing of

Surplus Funds IIA"

"Framework Agreement

on the Borrowing of

Surplus Funds IIB"

"Framework Agreements

on the Borrowing of

Surplus Funds"

the extraordinary general meeting of the Company to be convened to consider and if thought fit approve, among other things, the Provision of Financial Assistance

the Framework Agreement on the Borrowing of Surplus Funds entered into among Merchants Shekou, Jixing Development and Shangrong Real Estate entered into on 30 October 2019 (after trading hours)

the Framework Agreement on the Borrowing of Surplus Funds entered into among Merchants Shekou, Jisheng Development and Shangtai Real Estate entered into on 30 October 2019 (after trading hours)

the Framework Agreement on the Borrowing of Surplus Funds entered into among Merchants Shekou, Jida Development and Leyi Real Estate entered into on 30 October 2019 (after trading hours)

the Framework Agreement on the Borrowing of Surplus Funds entered into among Merchants Shekou, Jiyu Development and Shangqi Real Estate entered into on 30 October 2019 (after trading hours)

collectively, the Framework Agreement on the Borrowing of Surplus Funds IA, the Framework Agreement on the Borrowing of Surplus Funds IB, the Framework Agreement on the Borrowing of Surplus Funds IIA and the Framework Agreement on the Borrowing of Surplus Funds IIB

"Capital Injection	collectively, the Agreement on Capital Injection into Shenzhen
Agreement"	Taiziwan Shangrong Real Estate Co., Ltd. entered into among Jixing
	Development, Merchants Shekou and Shangrong Real Estate; the
	Agreement on Capital Injection into Shenzhen Taiziwan Shangtai Real
	Estate Co., Ltd. entered into among Jisheng Development, Merchants
	Shekou and Shangtai Real Estate; the Agreement on Capital Injection
	into Shenzhen Shangqi Real Estate Co., Ltd. entered into among Jiyu
	Development, Merchants Shekou and Shangqi Real Estate; and the
	Agreement on Capital Injection into Shenzhen Leyi Real Estate Co.,
	Ltd. entered into among Jida Development, Merchants Shekou and Leyi
	Real Estate, all of which are dated 30 November 2018
"Acceptance of Financial	the acceptance of interest-free financial assistance not exceeding
Assistance"	RMB4.9 billion in aggregate by Jixing Development and Jisheng
	Development from Shangrong Real Estate as at 30 October 2019, of
	which the amount accepted by Jixing Development from Shangrong
	Real Estate does not exceed RMB2.3 billion and the amount accepted
	by Jisheng Development from Shangrong Real Estate does not exceed
	RMB2.6 billion
"Provision of Financial	the provision of financial assistance not exceeding RMB2.6 billion in
Assistance"	aggregate by Leyi Real Estate and Shangqi Real Estate as at 30 October
	2019, of which the amount provided by Leyi Real Estate to Merchants
	Shekou does not exceed RMB1.4 billion and the amount provided by
	Shangqi Real Estate to Merchants Shekou does not exceed RMB1.2
	billion

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"Financial Assistance"

"Group"

"H Share(s)"

collectively, the Acceptance of Financial Assistance and the Provision of Financial Assistance

the Company and its subsidiaries

the overseas-listed foreign share(s) in the registered share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars

"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Hong Kong Listing	the Rules Governing the Listing of Securities on the Hong Kong Stock
Rules"	Exchange
"Hong Kong Stock	The Stock Exchange of Hong Kong Limited
Exchange"
"Independent Board	the independent committee of the Board, comprising Mr. HE Jiale, Mr.
Committee"	PAN Zhengqi and Ms. LUI FUNG Mei Yee, Mabel, all of whom are
	independent non-executive Directors, formed to advise the independent
	Shareholders in respect of the Financial Assistance
"Independent Financial	the independent financial adviser to be appointed to advise the
Adviser"	Independent Board Committee and the independent Shareholders in
	respect of the Acceptance of Financial Assistance and the Provision of
	Financial Assistance
"Merchants Shekou"	China Merchants Shekou Industrial Zone Holdings Co., Ltd.* (招
	商局蛇口工業區控股股份有限公司), a joint stock limited company
	incorporated under the laws of the PRC and an indirectly non-wholly-
	owned subsidiary of China Merchants Group

"PRC"

"RMB"

"Share(s)"

"Shareholder(s)"

"Shangqi Real Estate"

the People's Republic of China

Renminbi, the lawful currency of the PRC

the share(s) of the Company, including A Share(s) and H Share(s)

the holder(s) of the Share(s)

Shenzhen Shangqi Real Estate Co., Ltd.* (深圳市商啟置業有限公

司), a limited liability company established in the PRC and a holding subsidiary of Merchants Shekou

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"Leyi Real Estate"	Shenzhen Leyi Real Estate Co., Ltd.* (深圳市樂藝置業有限公司),
	a limited liability company established in the PRC and a holding
	subsidiary of Merchants Shekou
"substantial	has the meaning ascribed thereto under the Hong Kong Listing Rules
Shareholder(s)"
"Jixing Development"	Shenzhen Jixing Development Co., Ltd.* (深圳市集星發展有限
	公司), a limited liability company established in the PRC and a
	non-wholly-owned subsidiary of the Company

"Jisheng Development"

"Jiyu Development"

"Jida Development"

Shenzhen Jisheng Development Co., Ltd.* (深圳市集盛發展有限 公司), a limited liability company established in the PRC and a non-wholly-owned subsidiary of the Company

Shenzhen Jiyu Development Co., Ltd.* ( 深圳市集宇發展有限 公司), a limited liability company established in the PRC and a non-wholly-owned subsidiary of the Company

Shenzhen Jida Development Co., Ltd.* ( 深圳市集達發展有限 公司), a limited liability company established in the PRC and a non-wholly-owned subsidiary of the Company

"Project Companies"

"Shenzhen Listing Rules"

"Shangrong Real Estate"

collectively, Leyi Real Estate, Shangqi Real Estate, Shangrong Real Estate and Shangtai Real Estate

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

Shenzhen Taiziwan Shangrong Real Estate Co., Ltd.* (深圳市太子灣 商融置業有限公司), a limited liability company established in the PRC

and a holding subsidiary of Merchants Shekou

"Shangtai Real Estate" Shenzhen Taiziwan Shangtai Real Estate Co., Ltd.* (深圳市太子灣商 泰置業有限公司), a limited liability company established in the PRC and a holding subsidiary of Merchants Shekou

"%"

per cent.

By order of the Board

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

YU Yuqun

Company Secretary

Hong Kong, 30 October 2019

As at the date of this announcement, the Board 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.

• for identification purposes only

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