China International Marine Containers : ANNOUNCEMENT ON RESOLUTION OF THE SEVENTH MEETING IN 2021 OF THE NINTH SESSION OF THE BOARD

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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)

ANNOUNCEMENT ON RESOLUTION OF THE SEVENTH MEETING

IN 2021 OF THE NINTH SESSION OF THE BOARD

This announcement is published by China International Marine Containers (Group) Co., Ltd. (the "Company", together with its subsidiaries, the "Group") in Mainland China pursuant to the provisions of the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange and is announced simultaneously in Hong Kong pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.

• I. CONVENING OF THE BOARD MEETING

  The written notice of the seventh meeting in 2021 of the ninth session of the board of directors of the Company (the "Board") was despatched on 16 March 2021. The meeting was convened by way of on-site + online meeting on 29 March 2021 at CIMC R&D Centre. The Company currently has 7 directors, 7 of whom participated in the voting. All directors were present at the meeting, where one of the directors, Mr. DENG Weidong authorized Mr. HU Xianfu, the Vice chairman, to exercise voting rights on his behalf. The supervisors of the Company were present at the meeting.

  The meeting was convened in accordance with the relevant provisions of the Company Law of the People's Republic of China, the Articles of Association of China International Marine Containers (Group) Co., Ltd. (the "Articles of Association") and the Rules of Procedures for the Board of China International Marine Containers (Group) Co., Ltd..

• II. RESOLUTIONS CONSIDERED AT THE BOARD MEETING

  The following resolutions have been passed after due consideration and voting by the directors:

  (I) Consideration and approval of 2020 Work Report of the Board.

The above matter was approved to be submitted to the general meeting for consideration and approval.

Voting Result: For: 7, Against: 0, Abstain: 0.

(II) Consideration and approval of the 2020 Annual Report, the 2020 Annual Report Summary and the 2020 Annual Results Announcement of the Company. All directors are of the view that the contents of the Company's annual report are true, accurate, and complete.

The above matter was approved to be submitted to the general meeting for consideration and approval.

Voting Result: For: 7, Against: 0, Abstain: 0.

• (III) Consideration and approval of the Resolution Regarding Profit Distribution, Dividend Distribution Proposal for 2020 of the Company. The relevant information is as follows:

  As audited by PricewaterhouseCoopers Zhong Tian LLP ("PwC Zhong Tian"), the net profit attributable to the shareholders of the parent company and other equity holders for 2020 amounted to RMB5,349,613 thousand as shown in the consolidated financial statements of the Company. After eliminating the effects of the equity interest (interest on perpetual bonds) as held by other equity holders of RMB273,979 thousand, the adjusted combined net profit attributable to ordinary shareholders of the Company amounted to RMB5,075,634 thousand. Earnings per share were RMB1.41.

  Pursuant to the requirements of the Articles of Association and the prevailing accounting standards, as at 31 December 2020, the audited profit available for distribution to the shareholders of the parent company was RMB8,842,542 thousand. The dividend distribution proposal for 2020 was as follows: a cash dividend of RMB0.28 (tax inclusive) for every one share payable to each shareholder on the basis of the total number of shares as at the record date for dividend distribution is proposed, but there will be no bonus shares or transfer of equity reserve to the share capital of the Company. (Based on 3,595,013,590 shares of the Company in issue as of 31 December 2020, the total distributable dividends amounted to RMB1,006,604 thousand. Upon distribution, the total share capital of the parent company of the Company was 3,595,013,590 shares and the balance of the profit available for distribution was RMB7,835,938 thousand.)

  The above matter was approved to be submitted to the general meeting for consideration and approval.

  Voting Result: For: 7, Against: 0, Abstain: 0.

• (IV) Consideration and approval of the Resolution Regarding the Appointment of an Accounting Firm in 2021 of the Company. The relevant information is as follows:

  It is proposed to appoint PwC Zhong Tian as the Company's accounting firm for auditing financial statements and internal control audit in 2021; and it is proposed at the general meeting that PwC Zhong Tian receives a remuneration of RMB12.17 million (including audit fee of RMB9.97 million and internal control audit fee of RMB2.20 million), assuming that the audit range remains unchanged during the year.

  The above matter was approved to be submitted to the general meeting for consideration and approval.

  Voting Result: For: 7, Against: 0, Abstain: 0.

(V) Consideration and approval of the Resolution Regarding the Guarantee Plan of CIMC in 2021 of the Company.

The above matter was approved to be submitted to the general meeting for consideration and approval.

Voting Result: For: 7, Against: 0, Abstain: 0.

(VI) Consideration and approval of the Resolution Regarding the Provision of Guarantee for

Shenzhen CIMC Skyspace Real Estate Development Co., Ltd. of the Company.

Chairman Mr. MAI Boliang abstained from voting on the resolution as being a related person.

The above matter was approved to be submitted to the general meeting for consideration and approval.

Voting Result: For: 6, Against: 0, Abstain: 0.

(VII)

Consideration and approval of the Resolution Regarding the Application for Registration Issuance of Debt Financing Instrument of the Association of Financial Market Institutional Investors. For details, please refer to the Announcement on the Proposed Registration Issuance of Debt Financing Instrument of the Association of Financial Market Institutional Investors of China International Marine Containers (Group) Co., Ltd. (Announcement No.:[CIMC]2021-032) of the Company issued on 29 March 2021.

The above matter was approved to be submitted to the general meeting for consideration and approval.

Voting Result: For: 7, Against: 0, Abstain: 0.

(VIII) Consideration and approval of the Resolution Regarding the Amendments to the Articles of

Association of China International Marine Containers (Group) Co., Ltd of the Company. For the relevant amendments, please refer to the Announcement on the Proposed Amendments to the Articles of Association and the Rules of Procedure for the General Meetings of China International Marine Containers (Group) Co., Ltd. (Announcement No.:[CIMC]2021-031) of the Company issued on 29 March 2021.

The above matter was approved to be submitted to the general meeting for consideration and approval.

Voting Result: For: 7, Against: 0, Abstain: 0.

• (IX) Consideration and approval of the Resolution Regarding the Amendments to the Rules of Procedures for the General Meetings of China International Marine Containers (Group) Co., Ltd of the Company. For the relevant amendments , please refer to the Announcement on the Proposed Amendments to the Articles of Association and the Rules of Procedure for the General Meetings of China International Marine Containers (Group) Co., Ltd. (Announcement No.:[CIMC]2021-031) of the Company issued on 29 March 2021.

  The above matter was approved to be submitted to the general meeting for consideration and approval.

  Voting Result: For: 7, Against: 0, Abstain: 0.

• (X) Consideration and approval of the Resolution Regarding the Request by the Board for General Mandate by the General Meeting on the Issuance of Shares of the Company. The relevant information is set out in Appendix I.

  The above matter was approved to be submitted to the general meeting for consideration and approval.

  Voting Result: For: 7, Against: 0, Abstain: 0.

(XI) Consideration and approval of the Resolution Regarding the Appointment of the Senior Management of the Company. The relevant matters are as follows:

• 1. According to the nomination by Mr. MAI Boliang (as CEO), it was agreed to re-appoint Mr. Huang Tianhua and Mr. Yu Yuqun as the vice presidents of the Company for a

• term of three years ending on the conclusion of the Board for 2024.

• 2. According to the nomination by Mr. MAI Boliang (as chairman), it was agreed to appoint Mr. Wu Sanqiang as the secretary to the Board/a joint company secretary of the Company for a term of three years from 30 March 2021 and ending on the conclusion of the Board for 2024.

The biographical details of Mr. Huang Tianhua, Mr. Yu Yuqun and Mr. Wu Sanqiang are set out in the Announcement on the Change of Joint Company Secretary, Authorised Representative, Secretary to the Board and Securities Affairs Representative of China International Marine Containers (Group) Co., Ltd. (Announcement No.:[CIMC]2021-033) of the Company issued on 29 March 2021.

Voting Result: For: 7, Against: 0, Abstain: 0.

(XII) Resolution Regarding the Approval on Appointment of the Authorised Representative, Joint Company Secretary and Representative of Securities Affairs of the Company:

• 1. Approval on the appointment of Mr. Wu Sanqiang as an authorised representative of the Company under Rule 3.05 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited with effect from 30 March 2021. The capacity as an authorised representative of Mr. MAI Boliang, a director, remains unchanged. Approval on appointment of Ms. He Linying as an alternative authorised representative of the Company;

• 2. Approval on appointment of Ms. He Linying as a joint company secretary of the Company with effect from 30 March 2021;

• 3. Approval on appointment of Ms. He Linying as the representative of securities affairs

• of the Company with effect from 30 March 2021.

Voting Result: For: 7, Against: 0, Abstain: 0.

(XIII) Consideration and approval of the Resolution Regarding the Carrying Out Management of Derivatives Hedging Business in 2021 of the Company.

Voting Result: For: 7, Against: 0, Abstain: 0.

• (XIV) Consideration and approval of the Resolution Regarding the Execution of Continuing Connected Transactions/Ordinary Related Transactions of 2020 of the Company. (Chairman Mr. MAI Boliang, vice chairman Mr. HU Xianfu, Director Mr. DENG Weidong and Director Mr. MING Dong abstained from voting on the resolution).

  Voting Result: For: 3, Against: 0, Abstain: 0.

• (XV) Consideration and approval of the Resolution Regarding the 2020 Special Statement on Securities Investment of the Company.

  Voting Result: For: 7, Against: 0, Abstain: 0.

(XVI) Consideration and approval of the Resolution Regarding the 2020 Annual Assessment Report on Internal Control of China International Marine Containers (Group) Co., Ltd..

Voting Result: For: 7, Against: 0, Abstain: 0.

(XVII)

Consideration and approval of the Resolution Regarding the Social Responsibility and ESG Report of China International Marine Containers (Group) Co., Ltd. for 2020 of the

Company.

Voting Result: For: 7, Against: 0, Abstain: 0.

(XVIII) Other matters:

Listened to the 2020 Work Report of Independent Directors. The above matter was approved to be reported to the 2020 annual general meeting.

Voting Result: For: 7, Against: 0, Abstain: 0.

III. DOCUMENTS AVAILABLE FOR INSPECTION

The resolution of the seventh meeting in 2021 of the ninth session of the Board of the Company.

This announcement is available for review on the website of the Company (http://www.cimc. com) and the website of the Hong Kong Stock Exchange (http://www.hkexnews.hk).

By the order of the Board

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

YU Yuqun

Company Secretary

Hong Kong, 29 March 2021

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

APPENDIX I: ISSUES REGARDING THE REQUEST BY THE BOARD FOR GENERAL MANDATE BY THE GENERAL MEETING ON THE ISSUANCE OF SHARES

According to Rule 19A.38 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the relevant provisions under Article 147 of the existing Articles of Association, "The following scenarios shall not apply to the special procedures for voting by class shareholders: (1) with the approval by special resolution at a shareholders' general meeting, the Company issues either domestic shares or overseas-listed foreign shares and both of them at an interval of 12 months, and the respective number of the proposed domestic shares and overseas-listed foreign shares does not exceed 20% of the outstanding shares of that class; (2) the Company's plan to issue domestic shares and overseas-listed foreign shares during its establishment is completed within 15 months of the approval by the securities regulatory authority under the State Council".

According to the aforesaid articles, we have resolved that a special resolution will be proposed by the Board to the shareholders at the 2020 annual general meeting, by which the Board shall be authorized, within the relevant period (as defined below), to separately or concurrently issue, allot and/or deal with the Company's domestic shares and/or overseas-listed foreign shares, to determine the terms and conditions in relation to the issuance, allotment and/or disposal of the shares ("general mandate to issue shares"). Voting by annual general meeting or class shareholders shall not apply to the issuance of overseas-listed foreign shares by the Board with the aforementioned mandate, and voting by class shareholders shall not apply to the issuance of domestic shares. For those subject to requirements of relevant regulations in the PRC, approval by annual general meeting shall be additional to such general mandate granted to the Board.

The aforesaid general mandate to issue shares shall mainly include the following:

1. Depending on the actual market conditions, the Board is authorised to determine the terms and conditions of the issuance, allotment and/or disposal of the Company's domestic shares and/or overseas-listed foreign shares within the relevant period, which shall include:

• 1) the class and number of shares to be issued, allotted and/or disposed;

• 2) the pricing mechanism and/or the issue price (including price range);

• 3) the opening and closing time of such issue;

• 4) the class and number of shares to be issued to existing shareholders; and/or

• 5) to make or grant relevant offers and agreements in respect of selling shares or share options and conversion rights which may involve the exercise of the power mentioned above.

2. The number of each of the domestic shares and overseas listed foreign shares separately or concurrently issued, allotted and/or disposed of by the Board (whether or not by way of the exercise of share options, conversion rights or by any other means) in accordance with the mandate as mentioned in paragraph 1 above shall not exceed 20% of each of the domestic shares and/or overseas listed foreign shares of the Company in issue as at the date of consideration and approval of this resolution at the 2020 annual general meeting.

• 3. During the relevant period, the Board may make or grant relevant offers or agreements in respect of selling shares or share options and conversion rights which may involve the exercise of the power mentioned above, after the expiry of the relevant period.

• 4. For the purposes of this resolution, the relevant period means the period from the passing of this resolution at the annual general meeting until the earliest of: (1) the conclusion of the 2021 annual general meeting of the Company; (2) the expiration of the 12-month period from the date of passing of this resolution at 2020 annual general meeting; or (3) the date on which the mandate set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting.

• 5. The Board be and is hereby authorised to make such amendments to the Articles of Association of the Company as it thinks fit so as to reflect the increased registered share capital and the new capital structure of the Company by reference to the manner of the issuance and allotment, class and number of shares of the Company allotted and issued, as well as the new capital structure and the increased registered share capital of the Company after such issuance and allotment.

• 6. The Board be and is hereby authorised to execute and do all such documents, deeds and things as it may consider necessary in connection with the general mandate to issue shares so long as the same does not contravene laws, regulations, rules or listing rules of the stock exchanges on which the shares of the Company are listed and the Articles of Association of the Company.

• 7. In order to facilitate the general mandate to issue shares in accordance with the aforesaid provisions in a timely manner, the Board be and is hereby approved and authorized, contingent on the passing of the aforesaid matters as contained in subparagraphs 1 to 6 by the annual general meeting, to:

  • 1) depending on the actual market conditions, the Board is authorised to determine the method of issuance, the target for issuance as well as the amount and proportion of issuance to such target, pricing mechanism and/or issue price (including price range), the opening and closing time of the issuance, the listing time, use of proceeds and others;

  • 2) engaging necessary professional agencies and signing relevant engagement agreements or contracts;

  • 3) signing the underwriting agreement, sponsors' agreement, listing agreement and all other documents as considered necessary for executing the general mandate to issue shares on behalf of the Company;

  • 4) handling the issues on registration of share capital and change in registered share capital of the Company in a timely manner in accordance with the method, class and number of issued shares of the Company and the actual share capital structure of the Company upon completion of the share issuance;

  • 5) applying for approval, registration, filing and other procedures in connection with the share issuance and listing of such shares from the relevant authorities on behalf of the Company;

  • 6) determining and paying up the listing fee and application fee;

• 7) amending the Articles of Association of the Company from time to time according to the method, class and number of the issued shares of the Company and the actual capital structure of the Company upon completion of the share issuance and arranging necessary registration and filing process;

• 8) all other procedures and issues as the Board may consider necessary in connection with the general mandate to issue shares.

8. The Board of the Company will only exercise its respective power under such mandate in accordance with the Company Law of the PRC, the Securities Law of the PRC, and the listing rules of the stock exchange on which the shares of the Company are listed (as amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and other relevant government authorities are obtained and the Board will only exercise its power under such mandate in accordance within the scope of power granted by the shareholders to the Board at the annual general meeting.