The Independent Opinions of the Independent Director of China International
 Marine Containers (Group) Ltd. 's Sixth Meeting of Board of Directors on the
 Company’s Domestic Listed Foreign Shares Transferring Listed and by way of
Introduction Listed and Transacted on the Main Board of the Hong Kong Stock
                                 Exchange Co. Ltd.


According to the related regulations of Guidance on the independent director system
established in listed companies and the Articles of Association of China International
Marine Containers (Group) Ltd., as the independent director of China International
Marine Containers (Group) Ltd. (hereinafter called the "CIMC" or the "Company "),
we discussed the bills which were brought to discussion in the board of director's
meeting and were related to the company's domestic listed foreign shares transferring
listed and by way of introduction listed and transacted on the main board of Hong
Kong Stock Exchange Co. Ltd. (hereinafter refer to the Bill). All those related bills
are The bill of China International Marine Containers (Group) Co., Ltd.'s domestic
listed foreign shares transferring listed and by way of introduction listed and
transacted on the Main Board of the Hong Kong Stock Exchange Co., Ltd. , The Bill
of shareholders of the General Assembly granting the Board of Directors of the
Company and its authorized person full power to handle all related issues of the
domestic listed foreign shares transferring listed and by way of introduction listed
and transacted on the Main Board of the Hong Kong Stock Exchange Co., Ltd. , The
bill regarding determination of the Board of Directors authorized person, The Bill
regarding China International Marine Containers (Group) Co., Ltd. Converting into
Overseas Offering Co., Ltd., The Bill regarding Reviewing the Articles of Association
of China International Marine Containers (Group ) Limited( A+H ) ( Draft), The Bill
regarding the shareholders of the General Assembly authorizing Guotai Jun'an Stock
Co., Ltd as a nominal holder to open an H shares account and act as a trustee for H
shares at Guotai Jun'an Stock (HK) Co., Ltd., The Bill regarding revision of the
Listing Agreement and other related documents signed between China International
Marine Containers (Group) Co., Ltd. and Shenzhen Stock Exchange, The Bill
regarding the period of validity of related agreement of China International Marine
Containers (Group) Co., Ltd.'s domestic listed foreign shares transferring listed and
by way of introduction listed and transacted on the Main Board of the Hong Kong
Stock Exchange Co., Ltd. The above-mentioned bills can be implemented, only after
they have been submitted for discussion and passed in the shareholder's general
meeting. We state our independent opinions on the above-mentioned bills as below:

I.        Scheme background
      The scheme is made on the basis of seriously consideration of the turnover of the
Company’s B shares and the need for the Company’s stocks to be publicly listed and
traded on the main board of Hong Kong. The implementation of the scheme will
completely solve the inactive problem of the trading of B shares and is very helpful in
raising the company’s name recognition, strengthening the company’s expansion in
international business and constructing and improving the company’s domestic and
overseas marketing network and service system and support system and hence
accelerate the process of the internationalization of the company; And simultaneously,
overseas capital markets can provide the company with broader financing platform
and value-realization platform, which is conductive to the company’s involving in the
operation of foreign capital and making full use of overseas capital resources and
market-based incentives to further enhance the core competitiveness and promote the
development of the industrial structure towards high-class direction. The scheme is in
line with the Company’s development strategy and the overall interests of the
Company and all shareholders and it’s favorable to the Company’s long-term
development. The Scheme of CIMC domestic listed foreign shares transferring listed
and by way of introduction listed and transacted on the main board from the board of
directors comprehensively and accurately discloses the related matters of the scheme.


II.       Relevant arrangements for full protection of the interests of shareholders of
          the Company
1. The third party will provide the cash option for all B shareholders to acquire the
Company’s B shares stocks from the shareholders who exercise the cash option.
Based on each effectively declared B shares stocks, B shareholders who exercise the
cash option can acquire from the cash option providers in the implementation date of
the cash option a certain amount of cash, of which the specific price is at a premium
of 5%, on the basis of the closing price of HK$ 9.36/share on the day (July 13, 2012)
before the Company's B shares stocks suspension day, identified as HK$ 9.828/share.
If any unexpected issues, such as exclude right or exclude divided, etc., occur to the
Company’s stocks from the announcement date of the board resolution to the
implementation date of the cash option, the price for the cash option will be adjusted
accordingly. The currency of the cash option exercised in this scheme is Hong Kong
Dollars.


2. To ensure all public shareholders can fully exercise their voting rights, the general
meeting of shareholders will be convened in a combination of on-site vote and
internet vote and any decision-making would require to be brought to the discussions
of CIMC shareholders’ (B shareholders included) meeting and respectively passed
with over two-thirds of votes by the present shareholders and B shareholders.


3. The general meeting of shareholders will adopt an Independent Directors
Solicitation Voting System to enhance the participation of minority shareholders in
voting.


III.      The voting procedures of the board of directors meeting does comply with the
          relevant provisions of laws, regulations, regulatory documents, Articles of
          Association and Rules of the procedures of the Board.


IV.       Concluding observation
The scheme is made on the basis of seriously consideration of turnover of the
Company’s B shares and the need for the Company’s stocks to be listed and traded on
the main board of the Hong Kong Stock Exchange. The scheme is in line with the
Company’s development strategy and the overall interests of the Company and all
shareholders and it’s favorable to the Company’s long-term development.
The scheme has made relevant arrangements adequately protecting the interests of the
shareholders of the Company.
The voting procedures of the board of directors meeting does comply with the
relevant provisions of laws, regulations, regulatory documents, Articles of Association
and Rules of the procedures of the Board.


The independent directors agreed on the overall arrangement regarding the
Company’s domestically listed foreign shares transferring listed and in the way of
introduction listed and transacted on the main board of Hong Kong Stock Exchange.


Independent directors: Ding Huiping, Jin Qingjun, Xu Jing'an


                                                         AUG. 15，2012