China International Marine Cntnrs Gp : OVERSEAS REGULATORY ANNOUNCEMENT - INDEPENDENT OPINIONS OF DIRECTORS OF THE NINTH SESSION OF THE BOARD OF CHINA INTERNATIONAL MARINE CONTAINERS (GROUP) CO., LTD. ON THE FINANCIAL ASSISTANCE ACCEPTED FROM AND PROVIDED TO THE CONNECTED/RELATED PARTIES BY THE CONTROLLING SUBSIDIARY OF SHENZHEN CIMC SKYSPACE REAL ESTATE DEVELOPMENT CO., LTD.

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

CHINA INTERNATIONAL MARINE CONTAINERS (GROUP) CO., LTD.

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

(Stock Code: 2039)

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is published by China International Marine Containers (Group) Co., Ltd.

(the "Company") pursuant to Rule 13.10B of the Rules Governing the Listing of Securities

on The Stock Exchange of Hong Kong Limited.

The following is the "Independent Opinions of Independent Directors of the Ninth Session of the Board of China International Marine Containers (Group) Co., Ltd. on the Financial Assistance Accepted from and Provided to the Connected/Related Parties by the Controlling Subsidiary of Shenzhen CIMC Skyspace Real Estate Development Co., Ltd." published on the website of the Company (www.cimc.com) and the website of Cninfo (www.cninfo.com.cn).

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.

INDEPENDENT OPINIONS OF INDEPENDENT DIRECTORS OF THE

NINTH SESSION OF THE BOARD OF CHINA INTERNATIONAL MARINE CONTAINERS (GROUP) CO., LTD. ON THE FINANCIAL ASSISTANCE ACCEPTED FROM AND PROVIDED TO THE CONNECTED/RELATED PARTIES BY THE CONTROLLING SUBSIDIARY OF SHENZHEN CIMC SKYSPACE REAL ESTATE DEVELOPMENT CO., LTD.

In accordance with the Company Law of the People's Republic of China, the Guidelines for the Introduction of System of Independent Directors into Listed Companies, the Code of Corporate Governance for Listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange, the Guidelines of the Shenzhen Stock Exchange for the Standardised Operation of Companies Listed on the Main Board (Revised in 2015), the Articles of Association of China International Marine Containers (Group) Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant requirements, we, as the independent directors of China International Marine Containers (Group) Co., Ltd. (hereinafter referred to as the "Company"), hereby give our independent opinions on the financial assistance accepted from and provided to the connected/related parties by the controlling subsidiary of Shenzhen CIMC Skyspace Real Estate Development Co., Ltd. (hereinafter referred to as "CIMC Skyspace Real Estate") as follows:

1. Upon verification, with respect to the financial assistance accepted from and provided to the connected/related parties by the controlling subsidiary of Shenzhen CIMC Skyspace Real Estate, we consider that the aforesaid connected/related transactions are in compliance with the requirements under relevant laws and regulations and the Articles of Association, and is in line with production and operational needs. The Surplus Funds Borrowing Framework Agreements* (《盈餘資金借用框架協議》) were entered into in the ordinary and

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usual course of business, the terms of the transactions are fair and reasonable, on normal commercial terms, and in the interests of the Company and its shareholders as a whole, which is conducive to the sustainable and sound development of the Company.

2. We are of the opinion that the review procedures of the abovementioned connected/related transactions are in compliance with the requirements under relevant laws, regulations and the Articles of Association. The transactions adhered to the principles of fairness, openness and impartiality; whereas Mr. WANG Hong and Mr. HU Xianfu, connected/related directors of the Company, abstained from voting and no circumstances that would prejudice the interests of the Company and all its shareholders, in particular, the minority shareholders, were found.

30 October 2019

Independent Directors:

HE Jiale

PAN Zhengqi

LUI FUNG Mei Yee, Mabel

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