China International Marine Cntnrs Gp : SECOND PROXY FORM FOR THE SECOND EXTRAORDINARY GENERAL MEETING OF THE COMPANY FOR 2019 TO BE HELD ON MONDAY, 25 NOVEMBER 2019

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 People's Republic of China with limited liability)

(Stock Code: 2039)

SECOND PROXY FORM FOR THE SECOND EXTRAORDINARY GENERAL MEETING OF

THE COMPANY FOR 2019 TO BE HELD ON MONDAY, 25 NOVEMBER 2019

Number of shares to which this second Form of Proxy relates1

Type of shares (A shares or H shares) to which this second Form of Proxy relates1

I/We2

of

(address as shown in the register of members) being shareholder(s) of CHINA INTERNATIONAL MARINE CONTAINERS (GROUP) CO., LTD.

(the "Company") hereby appoint the Chairman of the EGM or3

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the second extraordinary general meeting for 2019 of the Company (the "EGM") to be held at CIMC R&D Centre, 2 Gangwan Avenue, Shekou, Nanshan District, Shenzhen, Guangdong, the PRC at 2:40 p.m. on Monday, 25 November 2019 and at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of extraordinary general meeting dated 10 October 2019, and, if no such indication is given, as my/our proxy thinks fit. Unless otherwise indicated, capitalized terms used herein have the same meanings as those defined in the notice of the extraordinary general meeting dated 10 October 2019 and the supplemental notice of extraordinary general meeting dated 31 October 2019 of the Company.

			ORDINARY RESOLUTIONS		FOR4	AGAINST4	ABSTAIN4
1.		To consider and approve the Resolution Regarding the Matters Relating to Qianhai Land
		Preparation;
2.		To consider and approve the Resolution Regarding the Updates of the Credit Guarantee Provided
		by CIMC Vehicles (Group) Co., Ltd. and its Holding Subsidiaries to their Distributors and
		Customers in 2019;
3.		To consider and approve the Resolution Regarding the Updates of the Credit Guarantee Provided
		by CIMC Enric Holdings Limited and its Holding Subsidiaries to their Customers in 2019;
4.		To consider and approve the Resolution Regarding the Registration and Issuance of Private
		Placement Notes (PPN) by Shenzhen CIMC Skyspace Real Estate Development Co., Ltd..
			SPECIAL RESOLUTION		FOR4	AGAINST4	ABSTAIN4
5.		To consider and approve the Resolution Regarding the Updates of the Financial Institutions
		Facility and Project Guarantee Provided to the Subsidiaries of the Company in 2019.
Date:			2019	Signature(s)5:

Notes:

1. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). Please also insert the type of shares (A shares or H shares) to which this form of proxy relates.
2. Please insert the full name and address(es) (as shown in the register of members) in block letters.
3. If any proxy other than the Chairman of the EGM is preferred, delete the words "the Chairman of the EGM or" and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. ANY ALTERATION MADE TO THIS SECOND FORM OF PROXY MUST BE DULY INITIALED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED "ABSTAIN". The shares abstained from voting will be counted in the calculation of the required majority. Where there are ballots on which the words are not filled in, wrongly filled in or unintelligible or the ballots that are not voted, the voters shall be regarded as having relinquished their voting rights and the voting results of their shares shall be regarded as "abstain". If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Unless you have indicated otherwise in this form of proxy, your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM.
5. This second form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a legal person, must either be executed under seal or under the hand of a director or an attorney duly authorised to sign the same. If this second form of proxy is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign, or other document of authorisation, must be notarised.
6. Where there are joint holders of any shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders are present at the EGM, either personally or by proxy, then one of the said persons so present whose names stand first in the register of members in respect of such shares shall alone be entitled to vote in respect thereof.
7. To be valid, for holders of A shares, this form of proxy, together with the notarised power of attorney or other document of authorisation (if any), must be delivered to the office of the Secretary to Board of Directors at CIMC R&D Centre, 2 Gangwan Avenue, Shekou, Nanshan District, Shenzhen, Guangdong 518067, the PRC not less than 24 hours before the time appointed for the EGM. In order to be valid, for holders of H shares, the above documents must be delivered to the H Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 24 hours before the time appointed for the EGM or any adjournment thereof.
8. IMPORTANT: H SHAREHOLDER WHO HAS ALREADY LODGED THE FIRST PROXY FORM (THE "FIRST PROXY FORM") WITH THE COMPANY WHICH WAS SENT TOGETHER WITH THE ANNOUNCEMENT DATED 10 OCTOBER 2019 SHOULD NOTE THAT:
9. 1. If no Second Proxy Form is lodged with the Company's H Share registrar, the First Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by him/her. The proxy so appointed by the H Shareholder will be entitled to cast the vote at his/her discretion or to abstain from voting on any resolution properly put to the EGM (including, if properly put, the resolutions as set out in the supplemental notice dated 31 October 2019) except for those resolutions to which the Shareholder has indicated his/her voting direction in the First Proxy Form.
   2. If the Second Proxy Form is lodged with the Company's H Share registrar 24 hours prior to the time appointed for holding the EGM or any adjournment thereof, the Second Proxy Form, if correctly completed, will revoke and supersede the First Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid proxy form lodged by the H Shareholder.
   3. If the Second Proxy Form is lodged with Company's H Share registrar after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the proxy appointment under the Second Proxy Form will be invalid. The proxy so appointed by the H Shareholder under the First Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (i) above as if no Second Proxy Form(s) was lodged with the Company's H Share registrar. Accordingly, H Shareholders are advised to complete the Second Proxy Form carefully and lodge the Second Proxy Form with the Company's H Share registrar before the Closing Time.
10. Completion and delivery of the First Proxy Form or the Second Proxy Form will not preclude you from attending and voting at the EGM if you so wish.