Commerce & Finance Law Offices
                  6F NCI Tower, A12 Jianguomenwai Avenue
                 Chaoyang District, Beijing 100022,P. R. China
                    Telephone Numbers： (8610)65693399
Facsimile Numbers： (8610)65693838、65693836 Website：www.tongshang.com.cn

    Legal opinion on China International Marine Containers (Group) Ltd.'s
    transactions of the domestically listed foreign shares converting to listed
exchange and project listed on and traded on main board of The Stock Exchange
            of Hong Kong limited company by way of introduction.


     To China International Marine Containers (Group) Ltd. (CIMC)
      As per the Employment Agreement of Legal adviser signed by China
International Marine Containers (Group) Ltd. (hereinafter referred to as CIMC or the
Company) and Commerce & Finance Law Office (hereinafter referred to as the Office
or We), we accept commission for CIMC and agree to hold the position of
special-appointed legal adviser for transactions of the domestically listed foreign
shares converting to the listed exchange and project (hereinafter referred to as the
project) listed on and traded on main board of The Stock Exchange of Hong Kong
limited company(hereinafter referred to as "the Hong Kong Stock Exchange") by way
of introduction.


    According to the Company Law of the Peoples Republic of China (hereinafter
referred to as the Companies Law), Securities Law of the People's Republic of China
(hereinafter referred to as the Securities Law), Special Provisions of limited liability
companies’ shares and listing on the overseas Offering (hereinafter referred to as the
Special Provisions) promulgated by the State Council on August 4, 1994, Provision of
domestically listed foreign shares of limited liability companies (State Council
Decree189) (hereinafter referred to as the Decree189 ) promulgated by the State
Council on December 25, 1995, Notifications ( [2001] No. 22 issued by Securities
Regulatory Commission ) of issues on domestic residents’ investment                  in
domestically-listed foreign shares which is jointly promulgated by the China
Securities Regulatory Commission and the State Administration of Foreign Exchange
on February 22, 2001, the relevant laws, administrative regulations and rules, we are
also in accordance with recognized standards of the legal profession, ethics and the
spirit of diligence, and have full and in-depth discussion with CIMC, Guotai Junan
SecuritiesCo., Ltd. (hereinafter referred to as "Guotai Junan") personnel, the relevant
leaders of the China Securities Regulatory Commission

    This Legal Opinion only state our legal opinion on legal issues involved in this
project in China ("China" in this Opinion does not include the Hong Kong Special
Administrative Region, Macao Special Administrative Region and Taiwan), rather
than any views on legal issues in any other areas outside of China or professional
issues related to accounting, auditing and asset evaluation.


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   To issue this legal opinion, we specially make statement as follows.

            1.   This legal opinion issued by our office is based on the occurrence or
                 existence of the relevant facts and official promulgation of the laws,
                 administrative regulations, rules and other normative documents
                 prior to this opinion. We state this opinion in view of the
                 understanding of the relevant facts and relevant laws.

            2.
                 Following the principle of diligence and honesty, we have strictly
                 carried out statutory duty, and verify the legality, compliance and
                 validity of this project. The legal opinion does not contain the false
                 records, misleading statements and material omissions. We take
                 responsibility for the authenticity, accuracy and completeness of this
                 opinion.

            3.   We accept that this legal opinion can be used by CIMC as
                 necessary legal document to implement this project, and also agree
                 that CIMC use all or part of the legal opinion as reference. But
                 CIMC should avoid any legal ambiguity or misinterpretation when it
                 makes above-mention reference.

            4.   We demanded that CIMC provide originally written materials,
                 duplicate materials, copied materials and oral testimony which are
                 necessary for this opinion. The files and materials provided by CIMC
                 should be complete, true and valid, excluding any concealed facts,
                 false or material omissions. Duplicate and copied documentation
                 should conform to originals.

            5.   Regarding facts that essential for this opinion and cannot be
                 supported by independent evidence, we state opinion basing on
                 certificates issued by the relevant government departments, CIMC,
                 or other relevant official bodies.

            6.   This legal opinion is only for the implementation of the project, and
                 shall not be used for any other purpose.


Basing on the above-mentioned as well as the Securities Law, Company Law, the
Solicitors' Practice Management Measures and other relevant laws and administrative
regulations, rules and other normative documents requirements, we are also in
accordance with recognized standards of the legal profession, ethics and the spirit of
diligence, checked and verified relevant documentation provided by CIMC and facts,
and now state the following opinion.

I. Overview of the project
According to the project of China International Marine Containers (Group) Ltd.’s
transactions of the domestically listed foreign shares converting listed exchange and
project listed on and traded on main board of The Stock Exchange of Hong Kong
limited company by way of introduction (hereinafter referred to as this Project)

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completed by CIMC, CIMC intends to apply its issued 1,430,480,509 shares of
domestically listed foreign shares (B-shares) to convert listed exchange and listed on
and traded on main board of The Stock Exchange of Hong Kong limited company by
way of introduction as secondary shares, and will be converted to overseas listed
foreign shares (H-shares). CIMC won’t issue new shares this time. CIMC B- share
holders excluding the China Merchants Holdings (International) (CIMC) Investment
Co., Ltd. and COSCO Container Industries Limited can choose cash option prior to B
shares they hold listed and traded on the Hong Kong Stock Exchange, and transferred
all or part of the B shares to a third party providing the cash option, or continue to
hold and retain the B-share stocks until shares are listed and traded on the Main Board
of the Hong Kong Stock Exchange. Compared to previous B shares transactions, the
latter basically remains the same, but as per relevant laws and regulations the
shareholders who trade by domestic trading system only have the right to hold or sell
the shares.

   II. Legal analysis of the implementation of this Project

   1.    Article 2, the Special Provisions: limited liability company which get
        approval can raise the shares to the oversea specific, non-specific
        investment ...; overseas listing refers to the Corporation issued shares to
        foreign investors ... “ Article 3 Special Provisions: shares that limited liability
        companies raise for foreign investors to and listed overseas (overseas listed
        foreign shares) adopt registered share with the value in RMB and subscription
        in foreign currencies. The aforementioned two articles detailed demand when
        the issue of shares for the first time abroad by limited liability companies
        should be issued for foreign investors, and the foreign investors should
        subscript in foreign currencies (this regulation is also apply to subscription
        of new shares issue of overseas foreign shares.

   2. This project is for the purpose that the B shares convert to be listed by way of
      introduction and traded on the main board of Hong Kong Stock Exchange.
      CIMC does not issue new shares, and company's total share capital and the
      number of shares keep unchanged. The company does not raise fund abroad
      (does not belong to the first issue and new shares issue). Only category of
      listed stock change, and holders of B shares holders convert to the holders of
      H shares, which does not require any subscription behavior. There is no
      subscription for H-shares in foreign currencies. There is no specific law
      regulation apply to domestic residents from B-shares holder to H--shares
      holder. Meanwhile, there are no clear prohibitive provisions. Therefore, this
      project has to obtain approval or consent from the China Securities Regulatory
      Commission and other relevant official departments.

   3. The Project is the B shares convert listed exchange and project listed on and
      traded on main board of The Stock Exchange of Hong Kong by way of
      introduction., Domestic residents Individuals won’t convert their holdings of
      B shares to foreign custody, which can’t be applied Article VIII, the Special
      Provisions that "Domestic Residents making purchase of B shares may not
      transfer to foreign trust"

   4. Article 27, 22 notification issued jointly by the China Securities Regulatory

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   Commission and State Administration of Foreign Exchange specifically
   indicates that dividends and other payments to overseas listed foreign shares
   holders should be announced in RMB and paid in foreign currencies. The
   project need to seek approval from State Administration of Foreign
   Exchange),for this project involves the foreign exchange repatriation of
   foreign exchange settlement matters when domestic residents become holders
   of H shares to receive dividends and the sale of H shares.

5. To comply with national securities management and foreign exchange
   management regulations in the implementation of this project, shares accounts
   on behalf of their holders of H-shares should be restricted, in which ensure
   domestic residents won’t subscribe for the other H-shares or other stocks
   issued outside with their incomes outside,

 III. Conclusion

 According to the Company Law, the general meeting is the organ of power for a
 stock company, which performs its powers and duties according to laws. A
 general meeting resolution can only be made when it is passed by over half of
 the voting rights held by the shareholders attending the general meeting. But if
 the general meeting is making a resolution on a few significant events, it can
 only be made when it is passed by two thirds of the voting rights held by the
 shareholders attending the general meeting. Our office believes that the project
 proposal does not violate the Company Law, the Securities Act and other laws
 and regulations. It belongs to the aforesaid significant event, so it still needs to
 be approved at the relevant board session and the general meeting (including
 B-share holders) held by the Company according to laws; for the general
 meeting, it needs to be approved by over two thirds of all shareholders and at the
 same time B-share holders attending the general meeting. It also needs approval
 or consent from the China Securities Regulatory Commission and other relevant
 official departments.



             Beijing Commerce & Finance Law Offices
             Handling lawyer: Cheng Li
                                Li Nan
             Principal of Beijing Commerce & Finance Law Offices: Xu Xiaofei
             Date:




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