Stock Abbr.: ZJJT, ZJB Stock Code: 000039, 200039 Announcement No.: [CIMC]2012-064 China International Marine Containers (Group) Co., Ltd. Announcement on B-share Cash Option Implementation Plan Regarding Listing Location Change and Listing & Trading of Domestically Listed Foreign Shares on the Main Board of the Stock Exchange of Hong Kong Limited through Introduction China International Marine Containers (Group) Co., Ltd. (hereinafter referred to as “the Company”) and all members of its Board of Directors hereby ensure that this announcement is factual, accurate and complete without any false information, misleading statement or material omission. And the English translation is for reference only. Special notes: 1. On 28 Nov. 2012, the Company obtained the approval papers from the Listing Committee of the Stock Exchange of Hong Kong Limited (SEHK) regarding it conditionally approving in principle the Company’s application for listing location change and listing & trading of domestically listed foreign shares on the main board of SEHK through introduction. Upon application, trading of the Company’s B-shares will be suspended since 30 Nov. 2012. The trading day before the suspension, i.e. 29 Nov. 2012, is the last trading day for the Company’s B-shares. Afterwards, the cash option distribution, exercise application, clearing and settlement for the B-shares will start. And trading of the B-shares will stop. 2. This announcement only explains the specific operating procedure for the Company’s B-share holders to apply for exercising cash options and other relevant matters. It is not giving advice on whether to apply for exercising the cash options or not. Investors are kindly reminded to pay attention to possible investment risks. The Company disclosed on 19 Nov. 2012 the “Suggestive Announcement on the B-share Cash Option Implementation of China International Marine Containers (Group) Co., Ltd.”. Should there be any discrepancy between the announcement on 19 Nov. 2012 and this announcement, this announcement shall prevail. 3. Investors shall apply for exercising cash options via their B-share securities accounts. For an investor with more than one B-share accounts, he/she shall apply separately for every of his/her B-share accounts. For an investor holding CIMC B-shares in more than one operating units under one B-share account, he/she shall apply separately for the B-shares held in different operating units. 1 4. As for B-share holders or relevant obligees with judicially frozen B-shares, and shareholders or obligees whose B-shares are pledged or judicially frozen due to various reasons before the cash option implementation date, they should handle the said shares in a timely and legal manner. On 30 Aug. 2012, the Company convened the Third Special Shareholders’ General Meeting for 2012, at which the Proposal on the Plan Regarding Listing Location Change and Listing & Trading of Domestically Listed Foreign Shares on Main Market of the Stock Exchange of Hong Kong Limited through Introduction was reviewed and approved. The Company has submitted to China Securities Regulatory Commission (CSRC) the application for listing location change and listing & trading of domestically listed foreign shares on the main market of the Stock Exchange of Hong Kong Limited through introduction, and received on 24 Oct. 2012 the CSRC Notice of Accepting the Administrative Permit Application for Review (No. 121896). The Company submitted on 26 Oct. 2012 to the Stock Exchange of Hong Kong Limited (SEHK) the A1 Submission regarding listing location change and listing & trading of domestically listed foreign shares on main market of SEHK through introduction, and received the SEHK acceptance letter on 31 Oct. 2012. On 20 Nov. 2012, the Company received from China Securities Regulatory Commission (CSRC) the “Reply on Approving China International Marine Containers (Group) Co., Ltd. to Go Public on the Main Board of SEHK (Zheng-Jian-Xu-Ke [2012] No. 1548)” for the Company’s application for listing location change and listing & trading of its domestically listed foreign shares on the main board of the Stock Exchange of Hong Kong Limited (SEHK) through introduction. On 28 Nov. 2012, the Company obtained the approval papers from the Listing Committee of the Stock Exchange of Hong Kong Limited (SEHK) regarding it conditionally approving in principle the Company’s application for listing location change and listing & trading of domestically listed foreign shares on the main board of SEHK through introduction. Upon application, trading of the Company’s B-shares will be suspended since 30 Nov. 2012. The trading day before the suspension, i.e. 29 Nov. 2012, is the last trading day for the Company’s B-shares. Afterwards, the cash option distribution, exercise application, clearing and settlement for the B-shares will start. And trading of the B-shares will stop. When the cash option exercise completes, the Company will apply to Shenzhen Stock Exchange for removal of its B-shares from the system of SD&C. After it receives the official approval letter from SEHK for the Company’s H-share listing, the relevant shares will be listed and traded in the form of H-shares on the main board of SEHK. The Company will provide, by means of application via the trading system of Shenzhen Stock Exchange or manual application, B-share cash options for all its B-share holders, among which China Merchants (CIMC) Investment Limited, COSCO Container Industries Limited and its related enterprise Long Honour Investments Limited have promised to give up their rights to exercise cash options and directors, supervisors and senior executives holding restricted shares cannot exercise cash options. Relevant matters are hereby announced as follows: 2 Important Contents 1. On 28 Nov. 2012, the Company obtained the approval papers from the Listing Committee of the Stock Exchange of Hong Kong Limited (SEHK) regarding it conditionally approving in principle the Company’s application for listing location change and listing & trading of domestically listed foreign shares on the main board of SEHK through introduction. Upon application, trading of the Company’s B-shares will be suspended since 30 Nov. 2012. The trading day before the suspension, i.e. 29 Nov. 2012, is the last trading day for the Company’s B-shares. After 4 Dec. 2012, the date of record and the date when the clearing and delivery for the last trading day—29 Nov. 2012—before the B-share trading suspension complete, all B-share holders of the Company other than China Merchants (CIMC) Investment Limited, COSCO Container Industries Limited and its related enterprise Long Honour Investments Limited, as well as directors, supervisors and senior executives holding restricted shares, have the rights to exercise cash options. Among B-share holders, China Merchants (CIMC) Investment Limited, COSCO Container Industries Limited and its related enterprise Long Honour Investments Limited have promised to give up their rights to exercise cash options and directors, supervisors and senior executives holding restricted shares cannot exercise cash options. According to the Proposal on the Plan Regarding Listing Location Change and Listing & Trading of the Company’s Domestically Listed Foreign Shares on Main Market of the Stock Exchange of Hong Kong Limited through Introduction, which was reviewed and approved at the Third Special Shareholders’ General Meeting for 2012 of the Company, the Company’s A-share holders DO NOT have cash options. 2. The cash option exercise price for the B-shares is HKD 9.83/share. Exercising the cash option means investors selling out the Company’s B-shares at the price of HKD 9.83/share. Investors are kindly reminded to be aware of possible risks arising from exercising the cash option. 3. The date of record for the B-share cash options is 4 Dec. 2012 (the date when the Shenzhen branch of China Securities Depository and Clearing Co., Ltd. completes clearing and delivery after the last trading day—29 Nov. 2012—closes). The application period is 9:30 a.m.—11:30 a.m. and 1:00 p.m.—3:00 p.m. on every trading day from 5 Dec. 2012 to 11 Dec. 2012, with the deadline at 3:00 p.m. on 11 Dec. 2012. For manual application, the application materials must be delivered or signed upon arrival by mail before the said deadline for application. During the application period, trading of the Company’s B-shares will be suspended. 4. B-share holders who trust the Company’s B-shares with domestic securities companies can conduct cash option application and exercise via the trading system of Shenzhen Stock Exchange. For those B-share holders who DO NOT trust the Company’s B-shares with domestic securities companies, they shall conduct cash option application and exercise manually upon application to the issuer according to the “Guidelines for Cash Option Operations of Shenzhen Stock Exchange (Revised in 2011)”. There is no precedent in China’s capital market for this B-share cash option implementation. According to the Notice on Doing a Good Job in Technical 3 Preparations Regarding B-share Cash Options released by Shenzhen Stock Exchange on 17 Sept. 2012, for any B-share holder who chooses to exercise B-share cash options via domestic securities companies, the exercise and application ways are the same with the ways for A-share cash options. Whether an investor chooses to apply for exercising cash options via the trading system of Shenzhen Stock Exchange or via manual application upon application to the issuer, he/she shall apply for exercising cash options via his/her B-share securities account. For an investor with more than one B-share accounts, he/she shall apply separately for every of his/her B-share accounts. For an investor holding CIMC B-shares in more than one operating units under one B-share account, he/she shall apply separately for the B-shares held in different operating units. 5. The applicable rules for implementation of the cash options are the “Guidelines for Cash Option Operations of Shenzhen Stock Exchange (Revised in 2011)”, the “Guidelines of the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. for Cash Option Operations of Listed Companies” and the “Supplementary Notification on B-share Cash Option Operations”. 6. If any B-share holder has any behavior that may lead to change of the trustee unit of the B-share holder’s securities account (the operating division of a securities company) such as transferring the trusteeship during the period from the cash option distribution date to the application deadline for the cash options, he/she may not be able to apply for exercising his/her cash options via the trading system of Shenzhen Stock Exchange. Therefore, B-share holders are particularly advised not to transfer the trusteeship or conduct any other behavior that may lead to change of the trustee unit of their securities accounts (the operating division of a securities company) during the said period. If any B-share holder has any behavior that may lead to change of the trustee unit of the B-share holder’s securities account (the operating division of a securities company) such as transferring the trusteeship during the said period, he/she must apply for exercising cash options via the Company’s manual application. 7. This announcement only explains the specific operating procedure for the Company’s B-share holders to apply for exercising cash options and other relevant matters. It is not giving advice on whether to apply for exercising the cash options or not. Investors are kindly reminded to pay attention to possible investment risks. The Company disclosed on 19 Nov. 2012 the “Suggestive Announcement on the B-share Cash Option Implementation of China International Marine Containers (Group) Co., Ltd.”. Should there be any discrepancy between the announcement on 19 Nov. 2012 and this announcement, this announcement shall prevail. For details about the listing location change and listing & trading of domestically listed foreign shares on main market of the Stock Exchange of Hong Kong Limited through introduction, please read the Plan for Listing Location Change and Listing & Trading on Main Market of The Stock Exchange Of Hong Kong Limited through Introduction of Domestic listed foreign Investment Shares of China International Marine Containers (Group) Co., Ltd. and relevant documents disclosed on www.cninfo.com.cn and www.szse.cn on 15 Aug. 2012, as well as relevant announcements to be disclosed by the Company. I. Explanation 4 In this announcement, the abbreviations on the left column refer to items on the right column unless otherwise specified. CIMC, the Company, the refer China International Marine Containers (Group) Listed Company to Co., Ltd. refer Domestically listed foreign shares issued by CIMC B-shares, B-shares to CIMC refers Overseas listed foreign shares listed in Hong H-shares to Kong China Merchants (CIMC) refers China Merchants (CIMC) Investment Limited Investment to refers COSCO COSCO Container Industries Limited to refers Long Honour Long Honour Investments Limited to The Shenzhen branch of refers The Shenzhen branch of China Securities SD&C to Depository and Clearing Co., Ltd. refers SEHK the Stock Exchange of Hong Kong Limited to II. Shareholders eligible to apply for exercising the cash options After 4 Dec. 2012, the date of record and the date when the clearing and delivery for the last trading day—29 Nov. 2012—before the B-share trading suspension complete, all B-share holders of the Company other than China Merchants (CIMC) Investment Limited, COSCO Container Industries Limited and its related enterprise Long Honour Investments Limited that have promised to give up their rights to exercise cash options, as well as directors, supervisors and senior executives holding restricted shares, can apply for exercising cash options according to this announcement. Where a shareholder succeeds in applying for exercising cash options, a third party will pay the cash consideration to the shareholder and obtain the corresponding B-shares of the Company. According to the Proposal on the Plan Regarding Listing Location Change and Listing & Trading of the Company’s Domestically Listed Foreign Shares on Main Market of the Stock Exchange of Hong Kong Limited through Introduction, which was reviewed and approved at the Third Special Shareholders’ General Meeting for 2012 of the Company, the Company’s A-share holders DO NOT have cash options. III. Basic terms for the cash option (I) Code and abbreviation for the cash option Code: 238001 Abbreviation: ZJP1 (II) Target securities of the cash option Code of target securities: 200039 Short name of target securities: ZJB (III) Distribution method of cash option Free of charge. (IV) Arrangement for listing of cash option 5 Not for listing. (V) Distribution proportion of cash option B-share holders of the Company will be granted a cash option for each share of B-share. The minimum unit of stock for the application of cash option is 1 share. (VI) Exercise proportion of cash option Holder of relevant rights is entitled to sell 1 share of CIMC B-share to the third-party for holding of an above mentioned right. (VII) Exercise price of cash option Exercise price of cash option is of HKD 9.83 per share. (VIII) Distribution of cash option If the securities account of an B-share holder is trusted in two or more than two trading units (operations department of securities companies) on the date of record for the cash options (4 Dec. 2012), and all with holding of B shares of the Company, then the distribution is carried out by specific number of each trading unit of the mentioned B shares holder on the registration date, sorted by size of holding and in turn. The distribution will be complete when the amount of distribution is equal to the cash option enjoyed by the mentioned B-share holder. (IX) Measurement of the amount of cash option The third party will provide cash options to all CIMC B-share holders that after the clearance and delivery at the last trading date before final suspension of CIMC B shares, of which China Merchants (CIMC) Investment Limited, COSCO and its affiliated enterprise Long Honour have made commitment on renouncing the exercise of capital option. Moreover, directors, supervisors as well as senor management will not be able to exercise cash option. (X) Application period of cash option The application period of this B shares cash option will be 9:30—11:30 a.m. and 1:00 —3:00 p.m. from 5 Dec. 2012 to 11 Dec. 2012, and the expiration time will be on 3:00 p.m. of 11 Dec. 2012. In terms of manual application, the transport time or the arrival and sign in of post materials can be up to the expiration time of the application period. (XI) Performance guarantee of cash option Before the distribution of cash option, the third party will provide performance guarantee by offering cash via a specific account and maintain sufficient amount of cash. (XII) Settlement method of cash option Cash option will be settled by delivery of securities, that means when a holder of cash option exercises, he/she shall deliver B shares of the Company at the same time as well as obtain relevant exercise price from the third-party. With the success of exercising 1 cash option by a B-share holder, the system will deduct 1 cash option right and 1 share of CIMC B-share. In the meantime, the shareholders’ cash account will acquire HKD 9.83 and deduct certain cash for relevant stock trading tax. The exchange rate of Hong Kong dollar shall be determined by middle price of exchange rate disclosed by People’s Bank of China on the exercise and clearance date of cash option. 6 (XIII) Arrangement of matured unexercised right Cash options that fail to make application and exercise will be cancelled after the application period. IV. Application method for exercise of cash option (I) Shareholders who trusts B shares of the Company in domestic security companies will be able to carry out application and exercise via the trading system of Shenzhen Stock Exchange 1. Exercise orders Investors shall apply for exercising cash options via their B-share securities accounts. For an investor with more than one B-share accounts, he/she shall apply separately for every of his/her B-share accounts. For an investor holding CIMC B-shares in more than one operating units under one B-share account, he/she shall apply separately for the B-shares held in different operating units. In accordance with notes of technology system of relevant security company and cash deposit in his/her securities account, B-share holders will select an exercise code and then forward an exercise code. Exercise orders including the following content: Exercise code: 238001 Category of operation: exercise Entrust number: the number of B-share cash option Entrust price: HKD 9.83/share (exercise price) Application is carried out with exercise order as the unit. The exercise order is efficient that very day and is able to cancel that very day. 2. Issues for confirmation before the exercise (1) The qualified B-share holders can choose to exercise their cash options totally or partially. During the application period of cash options, the tradable share holders, who have applied for exercising their cash options and it is confirmed as valid by China Securities Depository and Clearing Corporation Limited Shenzhen Branch, shall not withdraw the applied cash options totally or partially. (2) Before the issuance of exercise orders, the B-share holders shall confirm that the entrusted amount of exercise orders doesn’t exceed the amount of cash options in their securities account that under the custody of this operation units and there are sufficient CIMC B shares in their securities account. If the holders of frozen or pledged shares intend to exercise their cash options, they shall release such freeze or pledge before the application. If the holders of frozen or pledged shares plan to exercise their cash options, they shall release such freeze or pledge before the application. If the amount of cash options applied to exercise by B-share holders exceeds the amount of unfrozen or unpledged shares actually held in their securities account that under the custody of this operation units, such exercise entrust fails; otherwise the former will be the effective application amount. (3) Confirmation on the effective amount of multiple-applied shares As for the multiple application of cash option with the same securities account and application code of cash option during the application period, Shenzhen Branch of China Securities Depository and Clearing Corporation Limited will add relevant application numbers according to the sequence of receiving the applications and deal 7 with them in sequence as well as confirm the effective amount of applied shares in accordance with the procedures on applying for exercising the cash options and the stipulations of Article (2) under the provision. (4) If investors that has exercised cash option on T day pledge his/her holding-for-exercise shares or his/her holding-for-exercise shares was judicial frozen or deducted by force before the close of trading on T+1 day, then there is a possibility that the exercise and delivery will fail on final delivery time of T+1 day. In case of B-shares holders fail in exercising cash option, they shall make another application within the exercise application period if they want to exercise. 3. The Company’s stock transaction treatment during the exercise period During the application period, the Company’s B-share will stop to trade. 4. Amount of cash options, deduction of shares and acquisition of funds after the exercise With the success of exercise on T day, exercise capital will record into relevant settlement reserves account automatically on T+1 day; in the meanwhile, it will deduct corresponding amount of cash option rights and CIMC B-share of securities account of B-share holders. Finally, relevant securities company will record relevant exercise capital into capital account of B-share holders. 5. After the expiration of the application, the unexercised cash options in the securities account of B-share holders will be written off. 6. Expenses The B-share holders are free of charge for exercising cash option or withdrawing application via trading system of stock exchange. The transfer party and the acquisition party shall make payment of relevant taxes in accordance of relevant regulations separately when handle the certificates of stock transfer of exercising cash options and transfer procedure. If the transfer fails due to insufficient expenses, the responsible party shall account for the responsibility. The exchange rate of Hong Kong dollar shall be determined by middle price of exchange rate disclosed by People’s Bank of China on the exercise and clearance date of cash option. (II) Shareholders who didn’t trust B-share of the Company in domestic security companies shall conduct manual application and exercise of cash option 1. Application for exercise Investors shall apply for exercising cash options via their B-share securities accounts. For an investor with more than one B-share accounts, he/she shall apply separately for every of his/her B-share accounts. For an investor holding CIMC B-shares in more than one operating units under one B-share account, he/she shall apply separately for the B-shares held in different operating units. Shareholders who didn’t trust B-share of the Company in domestic security companies shall submit application materials to the Company via transport, post within compulsory application period if they plan to exercise cash option. A shareholder may choose to submit his/her exercise application materials via the overseas securities company he/she deposits his/her shares with; or may choose to submit the materials on his/her own. For contact information of the Company please refer to “VII. For contact” of this announcement. The arrival and sign in of transport 8 or post can be within the valid application period (up until 3:00 p.m. of 11 Dec. 2012). If there is an insufficiency of application materials, the application is treated as invalid. In accordance of Guidelines on Cash Option Operations of Listed Companies by China Securities Depository and Clearing Corporation Limited., Shenzhen Branch and Guidelines on Management of Security Accounts by China Securities Depository and Clearing Corporation Limited., Shenzhen Branch of China Securities Depository and Clearing Corporation Limited., Shenzhen Branch, shareholders shall submit the following materials for exercise application: 1) If a shareholder chooses to submit the exercise application materials via the overseas depository securities company, the securities company shall submit the following exercise application materials to the Company: A. “Confirmation Letter of Investor Applying for Exercise Manually” filled and signed by the B-share holder (see Attachment 1 to this announcement for the format of the Confirmation Letter), copy of the ID papers of the B-share holder, “Confirmation Letter” issued by the overseas depository securities company and authenticated by a competent law firm in the place where the securities company belongs (see Attachment 2 to this announcement for the format). B. Valid ID papers of the overseas depository securities company and their copies Valid ID papers refer to business registration documents, or documents proving the establishment of the said institution that with the equal legal effect etc.. C. Copies of the legal representative certificate of the overseas depository securities company and the valid identification papers of the legal representative, with the official seal of the institution where the legal representative belongs The overseas depository securities company must submit papers to prove the identity of the principal of the overseas depository securities company, which include but are not limited to the legal representative certificate, the articles of association or resolutions of the board of directors that state the qualifications of the principal, the registration certificate that states the powers and duties of the principal, etc. (hereinafter referred to as the “Legal Representative Certificates” for convenience of statement). Subject to different applicants, besides the legal representative of a corporate body, the principal of a depository securities company also includes the proxy appointed by the executive partner of a partnership enterprise or a body, the principal of a non-corporate of a venture capital enterprise, directors and main shareholders of an overseas body, etc. (hereinafter referred to as the “Legal Representative”). D. Legal Representative authorization letter of the overseas depository securities company, with the signature/seal of the Legal Representative and the official seal of the institution, if needed Where the principal of an overseas depository securities company appoints a proxy, an authorization letter with the signature/seal of the principal and the official seal of the company must be submitted. E. Show the originals of the valid identification papers of the operator and submit their copies (if needed) 9 F. Where the overseas depository securities company is a non-corporate body like a partnership enterprise or a non-corporate venture capital enterprise, the following application materials must be checked: a. Partnership agreement or non-corporate venture capital enterprise contract signed by investment parties and the articles of association, with the enterprise seal; and b. List of names of all partners or investment parties and their valid identification papers, as well as their copies. G. For the valid identification papers of an overseas depository securities company, they must carry the same investor name and number with those on the submission forms; and the copies kept must be the same with the originals (where a copy is not required, the original must be kept). H. The application materials submitted by the overseas depository securities company shall be in the Chinese language. If both a Chinese version and a foreign-language version are submitted, the Chinese version shall prevail. 2) If a shareholder chooses to submit his exercise application materials on his own, he shall submit the following to the Company: (1) An individual investor shall submit the following as the exercise application materials: A. Fill in and sign up Letter of Confirmation of Investors on Manual Application for Exercise (for the format refers to Attachment 1 of this announcement) which was notarized as truthfulness and valid by relevant notary organizations. B. Valid identification documents and copies In terms of a foreign investor is natural persons, his/her valid identification documents refer to Hong Kong Identity Card, Identity Card of Macau Resident, Mainland Travel Permit for Taiwan Resident, Certificate of Permanent Residence of Chinese Resident who is also an overseas countries (regions) residence holder and China’s passport, identity card of residence in overseas countries (regions) or passport, etc.. (same below) C. In terms of an investor who entrusts others for application, he/she shall provide letter of commission was notarized as truthfulness and valid by relevant notary organizations and its copies, valid certificate of identity documents and copies of the agent. (2) An institutional investor shall submit the following as the exercise application materials: A. Fill in and sign up Letter of Confirmation of Investors on Manual Application for Exercise (for the format refers to Attachment 1 of this announcement) which was notarized as truthfulness and valid by relevant notary organizations. B. Valid identification documents and copies In terms of a foreign investor is an institution, the valid identification documents refer to business registration documents, or documents proving the establishment of the said institution that with the equal legal effect etc.. If there is a necessary, investors shall provide Tax Registration Certificate, tax certificate etc. as supplemental documents. (if there isn’t a registration number on the main page of certificate documents, investors shall provide Tax Registration 10 Certificate or other documents that including tax registration number as a registration ID.) C. Copies of the legal representative certificate and the valid identification papers of the legal representative, with the official seal of the institution where the legal representative belongs An institutional investor must submit papers to prove the identity of the principal of the institutional investor, which include but are not limited to the legal representative certificate, the articles of association or resolutions of the board of directors that state the qualifications of the principal, the registration certificate that states the powers and duties of the principal, etc. (hereinafter referred to as the “Legal Representative Certificates” for convenience of statement). Subject to different applicants, besides the legal representative of a corporate body, the principal of an institutional investor also includes the proxy appointed by the executive partner of a partnership enterprise or a body, the principal of a non-corporate of a venture capital enterprise, directors and main shareholders of an overseas body, etc. (hereinafter referred to as the “Legal Representative”). D. Legal Representative authorization letter which is signed and notarized as factual and valid by the relevant notary organ, with the signature/seal of the Legal Representative and the official seal of the institution Where the principal of an institutional investor appoints a proxy, an authorization letter which is signed and notarized as factual and valid by the relevant notary organ, with the signature/seal of the Legal Representative and the official seal of the institution, must be submitted. E. Valid identification papers of the operator and their copies F. Where the institutional investor is a non-corporate body like a partnership enterprise or a non-corporate venture capital enterprise, the following application materials must be checked: a. Partnership agreement or non-corporate venture capital enterprise contract signed by investment parties and the articles of association, with the enterprise seal; and b. List of names of all partners or investment parties and their valid identification papers, as well as their copies. (3) Notes for submitting the aforesaid exercise application materials A. For the valid identification papers of an investor, they must carry the same investor name and number with those on the submission forms; the copies kept must be the same with the originals (where a copy is not required, the original must be kept); and if they are the same with the certificates and information previously submitted to the Shenzhen branch of China Securities Depository and Clearing Co., Ltd., the investor does not need to submit authentication or notarization materials according to the requirements in B and D below. B. Except for the Chinese passport and the Mainland travel permit for Taiwan residents signed and issued by the relevant department of China, as well as the passport of an investor from a foreign country/region with the visa and entry procedures handled properly, other aforesaid application materials of an overseas investor must be authenticated or notarized according to the following requirements: 11 a. The application materials submitted by a Hong Kong investor must be notarized by a Hong Kong public notary entrusted by the Judicial Department of China, with the special seal of China Legal Service (H.K.) Ltd. for Hong Kong notarial document transmission. Where a Hong Kong natural-person investor submits his/her Mainland Travel Permit for Hong Kong Residents at the same time, his/her ID card needs no authentication. b. The application materials submitted by a Macau investor must be notarized by the notary offices of the Macau government or a public notary entrusted by the Judicial Department of China, with the check seal of China Legal Service (Macau) Ltd.. Where a Macau natural-person investor submits his/her Mainland Travel Permit for Macau Residents at the same time, his/her ID card needs no authentication. c. The application materials submitted by a Taiwan corporate investor must be notarized by the notary offices of Taiwan. And Straits Exchange Foundation must send, according to the “Cross-Strait Agreement on Notarial Certificate Use and Check” of 1993, the notarial certificate copy to the Mainland notary association. And the Mainland notary association must issue an examination certificate to state that the original notary certificate and the copy sent by Straits Exchange Foundation are the same. d. The application materials submitted by an investor from a foreign country/region must be authenticated by the embassy/consulate of China in the country/region, or the investor can go through the identification procedures as stipulated in the relevant treaties signed by China and the country/region. Where the country/region has no diplomatic relation with China, the application materials submitted by the investor must be first authenticated by the ministry of foreign affairs of the country/region or its authorized organ and the embassy/consulate of a third country in the country/region that has diplomatic relation with China, and then authenticated by the embassy/consulate of China in the third country. C. The application materials submitted by the overseas investor shall be in the Chinese language. If both a Chinese version and a foreign-language version are submitted, the Chinese version shall prevail. D. Where the authorizer of an overseas natural person or institution is entitled to sign an authorization letter and the “Confirmation Letter for Investor Applying for Exercising Cash Options Manually” in China, a Chinese notary office must notarize the signing to prove that the authorization letter and the “Confirmation Letter for Investor Applying for Exercising Cash Options Manually” are signed in China and are factual and valid. Overseas notarization and authentication is not needed. If an overseas natural person or his commission agent, or the Legal Representative of an overseas institution or the legally authorized commission agent signs the Confirmation Letter of Investor Applying for Exercise Manually under the on-site witness of the company’s lawyers, domestic or overseas notarization and authentication is not needed. 2. Matters to be confirmed before the exercise (1) The qualified B-share holders can choose to exercise their cash options totally or partially. During the period for application of cash options, the tradable share holders, 12 who have applied for exercising their cash options and it is confirmed as effective by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, shall not withdraw the applied cash options totally or partially. (2) Before the application for exercise, the B-share holders shall confirm that the entrusted amount of exercise orders doesn’t exceed the amount of cash options in their securities account under the operating units and there is sufficient CIMC B-share in their securities account. If the holders of frozen or pledged shares plan to exercise their cash options, they shall release such freezing or pledge before the application. If the amount of cash options applied to exercise by B-share holders exceeds the amount of unfrozen or unpledged shares actually held in their securities account under operating units, such exercise entrust fails; otherwise the former will be the effective application amount. (3) If a B-share holder pledged his/her holding shares or his/her holding shares was judicial frozen or deducted by force during manual exercise application to allocation period of exercise shares, thereof leads to the insufficiency of exercise shares on actual allocation, the exercise submission fails to exercise. 3. The Company’s stock transaction treatment during the exercise period During the period for application of cash options, the Company’s B-share will stop to trade. 4. Amount of cash options, deduction of shares and gaining of exercise funds after the exercise After B-share holders succeed in exercising, it will deduct relevant amount of cash options and CIMC B-share in the securities accounts of the B-share holders; within three working days since Shenzhen Branch of China Securities Depository and Clearing Corporation Limited transfers the shares involving the qualified application of cash options to the name of the third party, and the third party will pay in cash to the designated account of relevant investors that didn’t trust their B-shares of the Company in domestic securities company at the price of HKD 9.83 for each cash option and meanwhile deduct relevant taxes and fares arising from the shares transfer. The exchange rate of Hong Kong dollar shall be determined by middle price of exchange rate disclosed by People’s Bank of China on the exercise and clearance date of cash option. 5. After the expiration of the application, the unexercised cash options in the securities account of B-share holders will be written off. 6. Expenses The B-share holders shall undertake all the expenses arising from their manual application for exercising cash options or withdrawal of application. The third party shall withhold the transfer fees of exercised shares from B-share holders in accordance with the amount of exercised shares applying for transfer. The exchange rate of Hong Kong dollar shall be determined by middle price of exchange rate disclosed by People’s Bank of China on the exercise and clearance date of cash option. V. Commitments made by the third party of cash options 13 The third party that provides the cash options is Broad Ride Limited (Chinese name: 博驰有限公司, hereinafter refer to as “Broad Ride Limited”, “the company”). Broad Ride Limited is a limited liability company (registration No. 1699017) incorporated by Hony Capital Fund V, L.P. in British Virgin Islands. It is a wholly-funded subsidiary of Hony Capital Fund V, L.P.. As an exempted limited partnership and a fund denominated in the US dollars, Hony Capital Fund V, L.P. was established and managed by Hony Capital Fund V GP, L.P. (also an exempted limited partnership incorporated in the Cayman Islands). Broad Ride Limited makes the commitments as follows: “Our company’s financial status is good enough to perform the duties of the third party stipulated by the above plan; as the third party in the above plan, our company will perform the duties of the third party stipulated by the above plan, and make all necessary efforts to assist CIMC Group and Guotai Junan as well as other parties (if any) to promote the implementation of the above plan;” Of which, “the above plan” refers to the Announcement on the Plan Regarding Listing Location Change and Listing & Trading of Domestically Listed Foreign Shares on Main Market of the Stock Exchange of Hong Kong Limited through Introduction published on 15 Aug. 2012, “Guotai Junan” refers to Guotai Junan Securities (Hongkong) Co., Ltd. VI. Schedule on the implementation of cash options The final trading date of B-share cash 29 Nov. 2012 option Registration date of B-share cash 4 Dec. 2012 option Trading days from 5 Dec. 2012 to 11 Dec. 2012 9:30—11:30 a.m., 1:00—3:00 p.m. (the application will be expired on 3:00 Application period of cash option p.m. of 11 Dec. 2012. In terms of manual application, the arrival and sign in of transport or post can be until the expiration date of application period) VII. For contact Persons for contact: Mr. Wang Xinjiu and Ms. Bin Bei Address: 7/F, CIMC R&D Center, 2 Gangwan Avenue, Shekou, Nanshan District, Shenzhen, Guangdong Zip code: 518067 Tel: 0755-26691130 Fax: 0755-26813950 Board of Directors China International Marine Containers (Group) Co., Ltd. 4 December 2012 14 Attachment 1: Letter of Confirmation of Investors on Manual Application for Exercise To China International Marine Containers (Group) Co., Ltd. The applicant states that I / my company authorize China International Marine Containers (Group) Co., Ltd. (hereinafter referred to as “CIMC Group”) to apply for exercising the cash options under the conditions of fully knowing relevant situation on the authorization of the application for exercising the cash options regarding the listing location change and listing & trading of domestically listed foreign shares on main market of the stock exchange of Hong Kong Limited through introduction of CIMC Group (the shift from CIMC B-share to H-share). I / my company (ID card No. / business license No.: , Shenzhen securities account No.: and address: ) is a B-share holder of CIMC Group. During the shift from CIMC B-share to H-share, I / my company gains a total of cash options (code of option: 238001; name of option: ZJP1), and still hold the above cash options before the exercise. According to “China International Marine Containers (Group) Co., Ltd.—Announcement on B-share Cash Option Implementation Plan Regarding Listing Location Change and Listing & Trading of Domestically Listed Foreign Shares on the Main Board of the Stock Exchange of Hong Kong Limited through Introduction” published on 1 Dec. 2012 by your company, I / my company wants to apply for exercising cash options for CIMC B-shares (code of option: 238001; name of option: ZJP1) entrusted in custodian unit (name of custodian unit: and code of custodian unit: ) ID card No. of applicant (or business license No.): Name of applicant: Name of bank of applicant for receivables: Bank account No. of applicant for receivables: Person to contact: Tel.: Applicant (signature/seal): Fingerprint of applicant: Date: 15 Attachment 2: Confirmation Letter To: China International Marine Containers (Group) Co., Ltd. ______________________(hereinafter referred to as the “Company”) confirms that: 1. Upon check by the Company, up to 4 Dec. 2012, the individuals/institutions in the table below (hereinafter referred to as the “Applicants”) are B-share holders of China International Marine Containers (Group) Co., Ltd. (“your company”) and hold your company’s B-shares on a legal basis. According to “China International Marine Containers (Group) Co., Ltd.—Announcement on B-share Cash Option Implementation Plan Regarding Listing Location Change and Listing & Trading of Domestically Listed Foreign Shares on the Main Board of the Stock Exchange of Hong Kong Limited through Introduction” disclosed by your company on 1 Dec. 2012, the Applicants are legally entitled to cash options and application for exercising cash options. According to the relevant agreement between the Company and the Applicants, the Company hereby manually applies for exercising cash options on behalf of the Applicants. Serial No. Name of ID card No./ Securities Address Custodian Name of Code of Code Name Number of applicant business account unit custodian custodian of of cash options license No. No. for unit unit option option applied to Shenzhen exercise stock market 2. Upon check by the Company, it is confirmed that the application materials submitted by the Applicants and their entrusted proxies for exercising cash options are factual, complete and accurate. 3. Upon check by the Company, it is confirmed that the “Letter of Confirmation of Investors on Manual Application for Exercise”, the “Authorization Letter” and other relevant documents submitted by the Applicants and their entrusted proxies are signed and sealed by themselves. 4. Upon check by the Company, it is confirmed that the application materials submitted by the Applicants during and for this cash option exercise state their will factually, completely and accurately. 16 5. The Company has obtained full authorization from the Applicants to handle the application and exercise of cash options for them. Meanwhile, the operators of the Company have obtained full authorization from the Company to handle to cash option application and exercise. The application materials submitted by our operators to your company state the Company’s will factually, completely and accurately, without any concealment or omission. 6. If the Applicants have any dissidence regarding the cash option application and exercise, the Company shall take legal responsibility for all consequences and your company has no responsibility regarding this. Name of the Company: (Company seal) Date: 17