China International Marine Cntnrs Gp : CIRCULAR RELATING TO (1) PROPOSAL ON QIANHAI LAND PREPARATION; (2) PROPOSAL ON PROVISIONS OF GUARANTEES; AND (3) PROPOSAL ON REGISTRATION AND ISSUANCE OF PRIVATE PLACEMENT NOTES (PPN)

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your Shares in CHINA INTERNATIONAL MARINE CONTAINERS (GROUP) CO., LTD., you should at once hand this circular and the form of proxy and the reply slip to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

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)

CIRCULAR RELATING TO

1. 1. PROPOSAL ON QIANHAI LAND PREPARATION;
   2. PROPOSAL ON PROVISIONS OF GUARANTEES; AND
2. PROPOSAL ON REGISTRATION AND ISSUANCE OF PRIVATE PLACEMENT NOTES (PPN)

A notice and a supplemental notice convening the EGM at 2:40 p.m. on Monday, 25 November 2019 at CIMC R&D Centre, 2 Gangwan Avenue, Shekou, Nanshan District, Shenzhen, Guangdong, the PRC have been despatched by the Company on 10 October 2019 and 31 October 2019, respectively, and are also published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.cimc.com).

The holders of A Shares and the holders of H Shares are both entitled to attend and vote at the EGM.

Since the proxy form (the "First Proxy Form") sent together with the announcement of the Company dated 10 October 2019 in relation to the resolutions passed at the seventh meeting of the ninth session of the Board in 2019 does not contain the resolutions set out in the supplemental notice of EGM, a new proxy form (the "Second Proxy Form") has been prepared and is enclosed with the supplemental notice of the EGM. The Second Proxy Form for use at the EGM has been published on the website of the Hong Kong Stock Exchange (http://www.hkexnews.hk) on 31 October 2019. Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying Second Proxy Form in accordance with the instructions printed thereon, as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the EGM (or any adjournment thereof). Completion and return of the Second Proxy Form will not preclude you from attending and voting in person at the EGM (or any adjournment thereof) should you so wish.

4 November 2019

	CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

- i -

DEFINITIONS

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

"A Share(s)"	the 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;
"Articles of Association"	the articles of association of the Company, as amended
	from time to time;
"Board"	the board of Directors of the Company;
"CIMC Enric"	CIMC Enric Holdings Limited;
"CIMC Financial Leasing"	CIMC Financial Leasing Co., Ltd.;
"CIMC Modular Building"	CIMC Modular Building Investment Company Limited;
"CIMC Raffles Offshore"	CIMC Raffles Offshore (Singapore) Pte. Ltd.;
"CIMC Skyspace Real Estate"	Shenzhen CIMC Skyspace Real Estate Development Co.,
	Ltd.;
"CIMC TianDa"	CIMC-TianDa Holdings Company Limited;
"CIMC Vehicles"	CIMC Vehicles (Group) Co., Ltd.;
"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 established in the PRC with limited liability, the
	A Shares of which are listed on the Shenzhen Stock
	Exchange and the H Shares of which are listed on the
	Hong Kong Stock Exchange;
"Company Law"	the Company Law of the PRC;
"Director(s)"	the director(s) of the Company;
"EGM"	the second extraordinary general meeting of the Company
	for 2019 to be held at 2:40 p.m. on Monday, 25 November
	2019 at CIMC R&D Centre, 2 Gangwan Avenue, Shekou,
	Nanshan District, Shenzhen, Guangdong, the PRC;

- 1 -

	DEFINITIONS
"Group"	the Company and its subsidiaries;
"H Share(s)"	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;
"H Share Registrar"	Computershare Hong Kong Investor Services Limited,
	the Company's H Share Registrar;
"H Shareholder(s)"	the holder(s) of H Share(s);
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC;
"Hong Kong Listing Rules"	The Rules Governing the Listing of Securities on the
	Hong Kong Stock Exchange;
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Latest Practicable Date"	3 November 2019, being the latest practicable date for
	the purpose of ascertaining certain information contained
	in this circular prior to its printing;
"PRC"	the People's Republic of China, for the purpose of this
	circular only, excluding Hong Kong, the Macau Special
	Administrative Region and Taiwan;
"Proposals on Provisions of the	the proposed resolutions (II), (III) and (V) as set out in
Guarantees"	this circular hereinafter;
"RMB"	Renminbi, the lawful currency of the PRC;
"Share(s)"	the share(s) of the Company, including the A Share(s) and
	the H Share(s);
"Shareholder(s)"	the holder(s) of Share(s) of the Company, including the
	holder(s) of A Share(s) and H Share(s);
"subsidiary(ies)"	has the meaning ascribed thereto under the Hong Kong
	Listing Rules;
"%"	per cent.

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LETTER FROM THE BOARD

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)
Board of Directors:	Legal address, registered address
Non-executive Directors:	and address of head office:
Mr. WANG Hong (Chairman)	8th Floor,
Mr. LIU Chong (Vice Chairman)	CIMC R&D Centre,
Mr. HU Xianfu	2 Gangwan Avenue, Shekou,
Mr. MING Dong	Nanshan District, Shenzhen,
	Guangdong, the PRC
Executive Director:
Mr. MAI Boliang

Independent non-executive Directors:

Mr. HE Jiale

Mr. PAN Zhengqi

Ms. LUI FUNG Mei Yee, Mabel

4 November 2019

To the Shareholders

Dear Sirs,

1. PROPOSAL ON QIANHAI LAND PREPARATION;
2. PROPOSAL ON PROVISIONS OF GUARANTEES; AND
3. PROPOSAL ON REGISTRATION AND ISSUANCE OF PRIVATE PLACEMENT NOTES (PPN)

INTRODUCTION

Reference is made to the announcement of the Company dated 29 September 2019 in relation to, among other things, entering into the Qianhai land preparation agreement by a wholly-owned subsidiary. References are also made to the announcements of the Company dated 27 August 2019 and 24 October 2019, respectively, in relation to, among other things,

1. the Proposal on Provisions of Guarantees and (ii) the Proposal on Registration and Issuance of Private Placement Notes (PPN) by a subsidiary.

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LETTER FROM THE BOARD

The purpose of this circular is, among other things, to provide you with the information in relation to the following proposals at the EGM to enable you to make informed decisions on whether to vote for or against the resolutions to be proposed at the EGM.

At the EGM, the following ordinary resolutions and a special resolution will be proposed for consideration and approval, among other things, (I) the Proposal on Matters Related to the Qianhai Land Preparation; (II) the Proposal on the Renewal of the Credit Guarantee Provided by CIMC Vehicles (Group) Co., Ltd. and Its Holding Subsidiaries to Their Distributors and Customers in 2019; (III) the Proposal on the Renewal of the Credit Guarantee Provided by CIMC Enric Holdings Limited and Its Holding Subsidiaries to Their Customers in 2019; (IV) the Proposal on Registration and Issuance of Private Placement Notes (PPN) by Shenzhen CIMC Skyspace Real Estate; and (V) the Proposal on the Renewal of the Financial Institutions Facility and Project Guarantee Provided to the Subsidiaries of the Company in 2019.

ORDINARY RESOLUTIONS

1. Proposal on Matters Related to the Qianhai Land Preparation

An ordinary resolution will be proposed at the EGM for Shareholders to consider and approve the Proposal on Matters Related to the Qianhai Land Preparation, the details of which are as follows:

1. It was approved to implement the overall plan for the Qianhai land preparation among the wholly-owned subsidiary of the Company, Shenzhen Southern CIMC Containers Manufacture Co., Ltd. ("Southern CIMC"), the Planning and Natural Resources Bureau of Shenzhen Municipality and the Authority of Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone of Shenzhen* (深
   圳市前海深港現代服務業合作區管理局);
2. It was approved to enter into the land preparation agreement among Southern CIMC, Planning and Natural Resources Bureau of Shenzhen Municipality and the Authority of Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone of Shenzhen;
3. It was approved to authorise CEO and President Mr. MAI Boliang or his authorised representative to revise, sign, deliver, accept, publish or implement the land preparation agreement and other relevant legal documents on behalf of Southern CIMC or other wholly-owned subsidiaries designated by the Company;
4. The above matters were approved to be submitted to the general meeting for consideration.

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LETTER FROM THE BOARD

The aforesaid resolution was considered and approved by the Board on 29 September

2019 and is hereby proposed at the EGM for consideration and approval by way of an ordinary resolution.

1. Proposal on the Renewal of the Credit Guarantee Provided by CIMC Vehicles (Group) Co., Ltd. and Its Holding Subsidiaries to Their Distributors and Customers in 2019

An ordinary resolution will be proposed at the EGM for Shareholders to consider and approve the Proposal on the Renewal of the Credit Guarantee Provided by CIMC Vehicles (Group) Co., Ltd. and Its Holding Subsidiaries to Their Distributors and Customers in 2019, the details of which are as follows:

1. Adjustments made to CIMC Vehicles are as follows:
   Before adjustment:
   In 2019, CIMC Vehicles or the subsidiaries of CIMC Vehicles provided a credit guarantee with a total credit of RMB2.5 billion to banks and non-bank financial institutions for their customers as financial support for the sales of automobiles, with the guarantee balance being kept under RMB2.5 billion at the end of 2019.
   After adjustment:
   In 2019, CIMC Vehicles or the subsidiaries of CIMC Vehicles provided a credit guarantee with a total credit of RMB3.0 billion to banks and non-bank financial institutions for their distributors and customers as financial support for the sales of automobiles, with the guarantee balance being kept under RMB3.0 billion at the end of 2019.
2. The above matters were approved to be submitted to the general meeting for consideration.

Such guarantees shall be valid until the signing date of the Board resolution regarding the guarantees in 2020.

The aforesaid resolution was considered and approved by the Board on 27 August

2019 and is hereby proposed at the EGM for consideration and approval by way of an ordinary resolution.

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LETTER FROM THE BOARD

1. Proposal on the Renewal of the Credit Guarantee Provided by CIMC Enric Holdings Limited and Its Holding Subsidiaries to Their Customers in 2019

An ordinary resolution will be proposed at the EGM for Shareholders to consider and approve the Proposal on the Renewal of the Credit Guarantee Provided by CIMC Enric Holdings Limited and Its Holding Subsidiaries to Their Customers in 2019, the details of which are as follows:

1. Adjustments made to CIMC Enric are as follows:
   Before adjustment:
   In 2019, CIMC Enric or the subsidiaries of CIMC Enric provided a credit guarantee with a total credit of RMB1.0 billion to banks and non-bank financial institutions for their customers, with the guarantee balance being kept under RMB1.0 billion at the end of 2019.
   After adjustment:
   In 2019, CIMC Enric or the subsidiaries of CIMC Enric provided a credit guarantee with a total credit of RMB700 million to banks and non-bank financial institutions for their customers, with the guarantee balance being kept under RMB700 million at the end of 2019.
2. The above matters were approved to be submitted to the general meeting for consideration.

Such guarantees shall be valid until the signing date of the Board resolution regarding the guarantees in 2020.

The aforesaid resolution was considered and approved by the Board on 27 August

2019 and is hereby proposed at the EGM for consideration and approval by way of an ordinary resolution.

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LETTER FROM THE BOARD

(IV) Proposal on Registration and Issuance of Private Placement Notes (PPN) by

Shenzhen CIMC Skyspace Real Estate Development Co., Ltd.

An ordinary resolution will be proposed at the EGM for Shareholders to consider and approve the Proposal on Registration and Issuance of Private Placement Notes (PPN) by Shenzhen CIMC Skyspace Real Estate Development Co., Ltd., the details of which are as follows:

1. The registration and issuance of private placement notes (PPN) on the National Association of Financial Market Institutional Investors (the "Bond Issuance") by CIMC Skyspace Real Estate, as the issuer, the holding subsidiary of CIMC Shenfa Development Co., Ltd., a wholly-owned subsidiary of the Company, be and is hereby approved. The plan for the issuance is as follows:

1. Registration and issuance size: Proposed to be not more than RMB2 billion.
2. Financing period: Proposed to be not more than three years.
3. Target of issuance: Special institutional investors and selected specific institutional investors in the PRC inter-bank market.
4. Issuance method: Private placement.
5. Use of proceeds: To replenish working capital, repay bank loans, and finance project construction expenses as well as other expenses as permitted under the provisions of the National Association of Financial Market Institutional Investors by CIMC Skyspace Real Estate and its subsidiaries.
6. Arrangements for the repayment of principal and the payment of interests: Proposed to pay interests per annum upon successful issuance and repay the principal and the interests for the last year in full upon maturity. Proposed to use settlements from sales of projects or issuance of new bonds, notes and other financial products to repay the principal and interests of the issuance.
7. Issuance date: Subject to the capital needs of CIMC Skyspace Real Estate and the market conditions.
8. Comprehensive financing costs: Comprehensive financing costs are comprised of coupon rate, fees for intermediaries' services and fees for issuance service. The coupon rate is subject to the market conditions at the time of issuance; services fees for issuance include fees for book-building on Beijing Financial Assets Exchange and service fees for interest payment through Shanghai Clearing House as well as fees for intermediaries' services, etc.

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LETTER FROM THE BOARD

The above specific plan for the issuance is subject to the approval of the National Association of Financial Market Institutional Investors.

1. Within the scope of authorisation to be approved by the general meeting of the Company, the Board of the Company proposed to authorise CIMC Skyspace Real Estate to handle matters relating to the Bond Issuance on the general meeting, including but not limited to:
2. 1. Determine or adjust the specific amount, period, coupon rate, target of issuance, underwriting method and timing of the issuance and other relevant content of the specific issuance plan;
   2. Determine the lead underwriter and other intermediaries to be engaged to provide services for the issuance;
   3. Responsible for amending, signing and reporting all agreements and legal documents relating to the issuance and handling the relevant reporting and registration formalities relating to the Notes;
   4. Make corresponding adjustments to the specific plan for the issuance and other relevant matters according to the opinion of regulatory authorities in the event of changes in regulatory policies or market conditions;
   5. Handle other matters relating to the issuance;
   6. The period of the above authorisation will commence from the date of approval at the general meeting of the Company till the date of completion of all matters authorised.
3. The above matters were approved to be proposed to the Company's second extraordinary general meeting of 2019 for consideration.

SPECIAL RESOLUTION

1. Proposal on the Renewal of the Financial Institutions Facility and Project Guarantee Provided to the Subsidiaries of the Company in 2019

A special resolution will be proposed at the EGM for Shareholders to consider and approve the Proposal on the Renewal of the Financial Institutions Facility and Project Guarantee Provided to the Subsidiaries of the Company in 2019, the details of which are as follows:

The total balance of guarantee limit of RMB45 billion and the guarantee limit of RMB40 billion for projects provided by the Company in 2019 remain unchanged, except for a change to the ratio structure of the guarantee limit for CIMC Modular Building, CIMC TianDa, CIMC

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LETTER FROM THE BOARD

Vehicles, CIMC Raffles Offshore, CIMC Enric, CIMC Financial Leasing and other subsidiaries as approved by the original resolutions passed in 2019. Meanwhile, the Company has made changes to the list of guarantees provided by CIMC for its subsidiaries by segments in light of their operating needs. Such guarantees shall be valid until the signing date of the Board resolution regarding guarantees in 2020. For details, please refer to the announcements published by the Company on 27 August 2019 on China Securities Journal, Shanghai Securities News, Securities Times, Cninfo website (www.cninfo.com.cn) and the website of the Company (www.cimc.com) (Announcement No.: [CIMC]2019-073) and the website of Hong Kong Stock Exchange (www.hkexnews.hk).

The aforesaid resolution was considered and approved by the Board on 27 August 2019 and is hereby proposed at the EGM for consideration and approval by way of a special resolution.

FURTHER INFORMATION REGARDING THE PROPOSAL ON PROVISIONS OF

THE GUARANTEES

In response to the Group's needs for business expansion, it is proposed that adjustments should be made to the ratio structure of the approved internal guarantee limits of CIMC Modular Building, CIMC TianDa, CIMC Vehicles, CIMC Raffles Offshore, CIMC Enric, CIMC Financial Leasing and other subsidiaries, and that new companies should be added to the categorised guarantee lists of its subsidiaries, provided that the total guarantee limit as approved at the 2018 annual general meeting of the Company remains unchanged. Certain background information is set out as follows. For details of relevant information, please refer to the announcement of the Company published on 27 August 2019.

1. Proposal on the Renewal of the Financial Institutions Facility and Project Guarantee Provided to the Subsidiaries in 2019
   1. Adjustments are proposed to be made to the guarantee limit of CIMC Modular Building as follows:
   Before adjustment:
   In 2019, the Company or the subsidiaries of the Company intends to provide the company or its subsidiaries with a joint liability guarantee of not more than RMB150 million based on its/their shareholding percentage, and the guarantee balance as at the end of the year shall be kept under RMB150 million.
   After adjustment:
   In 2019, the Company or the subsidiaries of the Company intends to provide the company or its subsidiaries with a joint liability guarantee of not more than RMB300 million based on its/their shareholding percentage, and the guarantee balance as at the end of the year shall be kept under RMB300 million.
2. • 9 -

LETTER FROM THE BOARD

1. Adjustments are proposed to be made to the guarantee limit of CIMC TianDa as follows:
   Before adjustment:
   In 2019, CIMC TianDa or the subsidiaries of CIMC TianDa intends to provide CIMC TianDa or its subsidiaries with a joint liability guarantee of not more than RMB1.0 billion based on its/their shareholding percentage, and the guarantee balance as at the end of the year shall be kept under RMB1.0 billion.
   After adjustment:
   In 2019, CIMC TianDa or the subsidiaries of CIMC TianDa intends to provide CIMC TianDa or its subsidiaries with a joint liability guarantee of not more than RMB1.2 billion based on its/their shareholding percentage, and the guarantee balance as at the end of the year shall be kept under RMB1.2 billion.
2. Adjustments are proposed to be made to the guarantee of CIMC Vehicles as follows:
   Before adjustment:
   In 2019, CIMC Vehicles or the subsidiaries of CIMC Vehicles intends to provide CIMC Vehicles or its subsidiaries with a joint liability guarantee of not more than RMB1.6 billion based on its/their shareholding percentage, and the guarantee balance as at the end of the year shall be kept under RMB1.6 billion.
   After adjustment:
   In 2019, CIMC Vehicles or the subsidiaries of CIMC Vehicles intends to provide CIMC Vehicles or its subsidiaries with a joint liability guarantee of not more than RMB1.1 billion based on its/their shareholding percentage, and the guarantee balance as at the end of the year shall be kept under RMB1.1 billion.
3. Adjustments are proposed to be made to the guarantee limit of CIMC Raffles Offshore as follows:
   Before adjustment:
   In 2019, CIMC Raffles Offshore or the subsidiaries of CIMC Raffles Offshore intends to provide CIMC Raffles Offshore or its subsidiaries with a joint liability guarantee of not more than RMB2.0 billion based on its/their shareholding percentage, and the guarantee balance as at the end of the year shall be kept under RMB2.0 billion.

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LETTER FROM THE BOARD

After adjustment:

In 2019, CIMC Raffles Offshore or the subsidiaries of CIMC Raffles Offshore intends to provide CIMC Raffles Offshore or its subsidiaries with a joint liability guarantee of not more than RMB4.0 billion based on its/their shareholding percentage, and the guarantee balance as at the end of the year shall be kept under RMB4.0 billion.

1. Adjustments are proposed to be made to the guarantee limit of CIMC Financial Leasing as follows:
   Before adjustment:
   In 2019, the Company or the subsidiaries of the Company intends to provide the company or its subsidiaries with a joint liability guarantee of not more than the equivalent value of RMB2.7 billion based on its/their shareholding percentage, and the guarantee balance as at the end of the year shall be kept under the equivalent value of RMB2.7 billion.
   After adjustment:
   In 2019, the Company or the subsidiaries of the Company intends to provide the company or its subsidiaries with a joint liability guarantee of not more than the equivalent value of RMB1.7 billion based on its/their shareholding percentage, and the guarantee balance as at the end of the year shall be kept under the equivalent value of RMB1.7 billion.
2. Adjustments are proposed to be made to the guarantee limit of other subsidiaries of the Group as follows:
   Before adjustment:
   The Company provided other subsidiaries with a joint liability guarantee of not more than RMB3.7 billion (excluding the RMB40.0 billion special guarantee), and the guarantee balance as at the end of the year shall be kept under RMB3.7 billion.
   After adjustment:
   The Company or the subsidiaries of the Company intends to provided other subsidiaries with a joint liability guarantee of not more than RMB2.65 billion (excluding the RMB40.0 billion special guarantee), and the guarantee balance as at the end of the year shall be kept under RMB2.65 billion.

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LETTER FROM THE BOARD

Note: Other subsidiaries refer to Shenzhen CIMC Intelligent Technology Co., Ltd., Shenzhen CIMC Technology Co., Ltd., Dongguan CIMC Intelligent Technology Co., Ltd., Shenzhen CIMC Tongchuang Supply Chain Co., Ltd., CIMC Tongchuang Changjiang (Zhoushan) Trading Co. Ltd.* (中集同創長江(舟山)貿易有限公司), CIMC Multimodal Transport Development Co., Ltd., Dongguan CIMC Multimodal Transport Development Co., Ltd., Dalian CIMC Heavy Logistics Equipments Co., Ltd., Shenzhen CIMC Investment Co., Ltd., Shenzhen CIMC Tianyi Investment Management Partnership (Limited Partnership)* (深圳市中集天億股權投資管理合夥 企業(有限合夥)), Shenzhen CIMC Intelligent Pallet Co., Ltd.* (深圳中集智慧托盤有限公司), CIMC Cold Chain Development Co. Ltd.* (中集冷鏈發展有限公司), CIMC Tongchuang Pujiang (Shanghai) Trading Co. Ltd.* (中集同創浦江(上海)貿易有限公司), Shenzhen Qianhai Tongchuang New Metal Materials Co., Ltd.* (深圳前海同創新金屬材料有限公司), CIMC Marine Engineering Academe Co., Ltd. and Yantai CIMC Blue Ocean Technology Co., Ltd.* (煙臺中集 藍海洋科技有限公司), etc.

1. Particulars on the Businesses Providing Guarantees for Distributors and Customers

With respect to CIMC Vehicles and CIMC Enric providing credit guarantees to their distributors and customers:

1. Business Introduction

CIMC Vehicles, a subsidiary, is principally engaged in the development, manufacturing and sales of various high-tech and high-performance special vehicles, semi-trailers series and their components (excluding restricted projects), containers, flatracks, special containers and the processing and manufacturing of ordinary mechanical products and metal structure parts and related businesses as well as provision of relevant consulting businesses. The company also operates and manages enterprises that manufacture the same types of products as mentioned above.

CIMC Enric, a subsidiary, is principally engaged in the design, development, manufacturing, engineering and sales of transportation, storage and processing equipment of various types widely used in the three industries, namely clean energy, chemical environment and liquid food as well as the provision of relevant technical and maintenance services.

2. Basic Information on Guarantees

All of the guarantees involved in purchaser credit loans (including car loans and car financial service business) are unrelated distributors or customers recommended by the company or included in the list of loan customers by banks or non-bank financial institutions after the distributors or customers were audited and approved. After the credit audits by the company, it recommend distributors or customers with good credit history to banks or non-bank financial institutions and took prompt measures on distributors or customers with poor credit history to cancel their entitlement to comprehensive loans from those banks and non-bank financial institutions.

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LETTER FROM THE BOARD

1. Basic Information on Major Subsidiaries Involved in Adjustments to Guarantee Limits
   1. CIMC Modular Building

Date of Establishment:	1 January 2017
Registered Address:	Xinhui, Jiangmen
Legal Representative:	Zhang Baoqing
Registered Capital:	RMB150 million
Shareholding Percentage:	The Company holds 100% of its equity interest
Business Scope:	Investment in industrial operation; equity investment
	management,	asset	management;	investment,
	development and sale of real estate; property
	management, leasing service; construction engineering,
	landscape engineering design; construction engineering
	technical consulting, overall planning and design;
	building construction contracting; dispatch of labor
	(excluding expatriate labor); R&D, production,
	processing, sales, leasing for integrated houses, mobile
	homes, metal components, energy-saving and
	environmentally-friendly	building	materials,
	construction equipment, building panels and furniture
	decoration materials and related consulting services;
	sales of construction materials, water supply and
	drainage systems for sanitary ware products, hardware,
	building mechanical and electrical equipment and
	components, furniture; provision of guarantees for
	enterprises and natural persons and carrying out related
	guarantee business (excluding financing guarantee);
	import and export of goods and technologies.
Key Financial Indicators:	As of 31 December 2018, the company had total
	assets of RMB646.57	million, total	liabilities of

RMB720.55 million and net assets of RMB-73.98 million. In 2018, the company recorded a revenue of RMB549.90 million and net profit of RMB-108.23 million.

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LETTER FROM THE BOARD

2. CIMC TianDa
Date of Establishment:	27 May 2002
Registered Address:	Cayman Islands
Registered Capital:	RMB1,781,055,000
Shareholding Percentage:	The Company holds 51.10% of its equity interest
Business Scope:	Provision of engineering and software solutions for
	airport logistics, such as luggage and air cargo
	handling systems; manufacturing and maintenance of
	airport ground support equipment, including aircraft
	catering vehicles and other service vehicles;
	production and sales of fire engines and fire
	equipment. The business scope of the subsidiary
	(CIMC Tianda Group* (中集天達集團)) includes
	manufacturing and sales of airport equipment, mainly
	including boarding bridges and ground support
	equipment, such as airport apron buses, aircraft
	catering vehicles and other special vehicles; luggage
	and cargo handling systems, including the sorting,
	processing and delivery system for different types of
	luggage and goods; and automated parking systems;
	the business scope of the subsidiary (CFE Group)
	includes manufacturing and sales of fire engines and
	fire equipment.
Key Financial Indicators:	As of 31 December 2018, the company had total
	assets of RMB5,901.01 million, total liabilities of
	RMB2,878.68 million and net assets of
	RMB3,022.33 million. In 2018, the company
	recorded a revenue of RMB2,786.42 million and net
	profit of RMB172.62 million.

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LETTER FROM THE BOARD

3. CIMC Vehicles
Date of Establishment:	29 August 1996
Registered Address:	2 Gangwan Avenue, Shekou, Nanshan, Shenzhen
Legal Representative:	Mai Boliang
Registered Capital:	RMB1.5 billion (as of 30 June 2019)
Shareholding Percentage:	The Company holds 63.33% of its equity interest
Business Scope:	Development, production and sales of high-tech,
	high-performance tops, semi-trailers and their
	components (excluding restricted items) for special
	vehicles and various commercial vehicles; processing
	and manufacturing of multimodal transport
	equipment, general mechanical products and metal
	structures and related businesses as well as provide
	related consulting services; operation and
	management of enterprises that produce similar
	products mentioned above.
Key Financial Indicators:	As of 31 December 2018, the company had
	total assets of RMB16,560.64 million, total liabilities of
	RMB8,612.93 million and net assets of RMB7,947.71
	million. In 2018, the company recorded a revenue of
	RMB24,331.17 million and net profit of RMB1,284.67
	million.

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LETTER FROM THE BOARD

4.	CIMC Raffles Offshore
	Date of Establishment:	7 March 1994
	Registered Address:	1 CLAYMORE DRIVE #08-04 ORCHARD TOWER
		REAR	BLOCK APARTMENT	SINGAPORE
		(229594)
	Registered Capital:	Equivalent to USD724,541,971
	Shareholding Percentage:	The Company holds 85% of its equity interest
	Business Scope:	Project management service, construction and
		modification of offshore platforms, offshore
		equipment and ships as well as investment work.
	Key Financial Indicators:	As	of	31	December	2018,	the	company	had
		total assets of RMB17,507.53 million, total liabilities of
		RMB12,987.84 million and net assets of RMB4,519.69
		million. In 2018, the company recorded a revenue of
		RMB0.65 million and net profit of RMB-202.89
		million.
5.	CIMC Enric
	Date of Establishment:	28 September 2004
	Registered Address:	Cayman Islands
	Registered Capital:	HKD19,969,985.88
	Shareholding Percentage:	The Company holds 68.65% of its equity interest
	Business Scope:	Investment holding.
	Key Financial Indicators:	As	of	31	December	2018,	the	company	had
		total assets of RMB15,851.74 million, total liabilities of

RMB9,305.95 million and net assets of RMB6,545.79 million. In 2018, the company recorded a revenue of RMB13,394.86 million and net profit of RMB782.45 million.

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LETTER FROM THE BOARD

6. CIMC Financial Leasing

Date of Establishment:	30 July 2007
Registered Address:	Units A, C, D, G and H, 20th Floor, Tower 1, China
	Merchants Plaza, No. 1166, Wanghai Road, Shekou,
	Nanshan District, Shenzhen
Legal Representative:	Mai Boliang
Registered Capital:	USD70 million
Shareholding Percentage:	The Company directly or indirectly holds 100% of its
	equity interest
Business Scope:	Financial leasing business, leasing business, purchase
	of leased properties from home and abroad, residual
	value disposal and repair of leased properties (on-site
	repair only), lease transaction consulting and
	guarantee business as well as other businesses
	approved by the approving department.
Key Financial Indicators:	As of 31 December 2018, the company had total assets
	of RMB33,390.46 million, total liabilities of
	RMB26,188.50 million and net assets of RMB7,201.96
	million. In 2018, the company recorded a revenue of
	RMB1,748.25 million and net profit of RMB433.50
	million.

1. Opinions of Independent Directors

The independent directors of the Company are of the view that the renewal of the financial institutions facility and project guarantee provided to the subsidiaries of the Company in 2019, the renewal of credit guarantees provided by CIMC Vehicles and its holding subsidiaries to their distributors and customers in 2019, and the renewal of buyer credit guarantee provided by CIMC Enric and its holding subsidiaries to their customers in 2019, are based on the nature of the industry and the requirements of business development. The external guarantees are conducted in accordance with the relevant laws and regulations and the Articles of Association of China International Marine Containers (Group) Co., Ltd., and the Company has been continuously regulating its external guarantees and enhancing risk control. The Company's consideration and approval procedures for provision of external guarantees are in compliance with the requirements of relevant laws and regulations as well as the Articles of Association of China International Marine Containers (Group) Co., Ltd. There is no external guarantee provided to the Shareholders, de facto controllers and their related parties, and there are no circumstances where the interests of the Company and its shareholders, especially the minority shareholders, have been jeopardized.

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LETTER FROM THE BOARD

1. Total Amounts of External Guarantees and Overdue Guarantees Provided by the Group

As of the 30 September 2019, the total guarantee balance of the Company amounted to RMB43,284,327,000, accounting for 115.97% of its net assets as at the end of 2018, among which, the balance of debt guarantees provided directly or indirectly to its subsidiaries with gearing ratio exceeding 70% was RMB30,242,990,000. The Company and its holding subsidiaries neither had overdue external guarantees nor provided guarantees to its shareholders, de facto controllers and their related parties.

SUPPLEMENTAL NOTICE AND FIRST AND SECOND PROXY FORMS OF EGM

The EGM of the Company will be held at 2:40 p.m. on Monday, 25 November 2019 at CIMC R&D Centre, 2 Gangwan Avenue, Shekou, Nanshan District, Shenzhen, Guangdong, the PRC. The notice of the meeting has been despatched by the Company on 10 October 2019. The notice of the EGM of the Company has also been despatched to the Shareholders on 10 October 2019.

A supplemental notice setting out the additional resolutions to be resolved at the EGM (the "Supplemental Notice") has been despatched by the Company on 31 October 2019.

Since the form of proxy applicable to the EGM despatched on 10 October 2019 (the "First Proxy Form") does not contain the above additional resolutions, the Company has prepared an amended proxy form applicable to the EGM (the "Second Proxy Form") for despatch together with the Supplemental Notice on 31 October 2019. The relevant Supplemental Notice and the Second Proxy Form were also published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk).

If you intend to attend the EGM, you are requested to complete and return the accompanying proxy form(s) in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, no later than 24 hours before the meetings or adjourned meetings (as the case may be). Completion and return of the amended proxy form(s) applicable to the EGM will not preclude you from attending and voting at the EGM or any adjournment thereof if you so wish.

H Shareholder(s) who has not yet lodged the First Proxy Form with the Company's H Share registrar is requested to lodge the Second Proxy Form if he/she wishes to appoint proxies to attend, speak and vote at the EGM on his/her behalf. In this case, the First Proxy Form should not be lodged with the Company's H Share registrar.

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LETTER FROM THE BOARD

H Shareholder(s) who has already lodged the First Proxy Form with the Company should note that:

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 the Shareholder(s). The proxy so appointed by the H Shareholder(s) will be entitled to cast the vote at his/her discretion or to abstain from voting on any resolution duly proposed at the EGM (including, if properly proposed, the resolutions as set out in the Supplemental Notice enclosed in this circular) 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 designated for holding the EGM or any adjournment thereof (the "Closing Time"), the Second Proxy Form, if correctly completed, will revoke and supersede the First Proxy Form previously lodged by the Shareholder(s). The Second Proxy Form will be treated as a valid proxy form lodged by the H Shareholder(s).
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(s) 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 was lodged with the Company's H Share registrar. Accordingly, H Shareholder(s) is 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.

HONG KONG LISTING RULES IMPLICATIONS

According to Rule 13.39(4) of the Hong Kong Listing Rules and the Articles of Association, all resolutions proposed at the EGM will be taken by way of poll.

Save as disclosed above, to the best knowledge of the Directors, as of the Latest Practicable Date, no other Shareholder is required to abstain from voting in respect of the ordinary and special resolutions at the EGM.

Regarding the ordinary resolutions (II), (III) and (V) as set out hereinbefore, the credit guarantee provided by CIMC Vehicles and its holding subsidiaries to their distributors and customers and/or the credit guarantee provided by CIMC Enric and its holding subsidiaries to their customers (the "Credit Guarantee"), to the best knowledge of the Directors, did not involve connected person of the Company, and hence such credit guarantees transactions are not subject to the connected transaction requirements under Chapter 14A of the Hong Kong Listing Rules. As the applicable percentage ratios of the Credit Guarantee, in aggregate, is less

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LETTER FROM THE BOARD

than 5% under Chapter 14 of the Hong Kong Listing Rules, such transactions will be fully exempt from the reporting, announcement, annual review, and independent shareholders' approval requirements under Chapter 14 of the Hong Kong Listing Rules.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the proposed resolutions are in the interests of the Company and the Shareholders as a whole. None of the Directors abstained from voting on these Board resolutions. Accordingly, the Board recommends the Shareholders to vote in favour of all these resolutions at the forthcoming EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make this circular or any statement herein misleading.

The Chinese text of this circular shall prevail over the English text in the event of inconsistency.

Yours faithfully,

For and on behalf of the Board

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

YU Yuqun

Company Secretary

* For identification purposes only

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