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Discloseable and Connected Transaction This Circular

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Discloseable and Connected Transaction This Circular 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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. 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 or 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. 中國國際海運集裝箱（集 團）股份有限公司 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) DISCLOSEABLE AND CONNECTED TRANSACTION Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Board is set out on pages 6 to 21 of this circular. A letter from the Independent Board Committee including its advice to the independent Shareholders is set out on pages 22 to 23 of this circular. A letter from Innovax Capital Limited, the Independent Financial Adviser, including its advice to the Independent Board Committee and the independent Shareholders in respect of the Capital Increase Agreement and the transactions contemplated thereunder is set out on pages 24 to 49 of this circular. Extracts of audited reports of CIMC Skyspace Real Estate are set out on pages 50 to 64. Property Valuation Report is set out on pages 65 to 202. Extracts of the Valuation Report are set out on pages 203 to 219 of this circular. A notice convening the EGM to be held at 2:40 p.m. on Friday, 9 October 2020 at CIMC R&D Centre, 2 Gangwan Avenue, Shekou, Nanshan District, Shenzhen, Guangdong dated 16 September 2020 has been sent together with the proxy form. Whether or not you are able to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the office 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 form of proxy will not preclude you from attending and voting in person at the EGM (or any adjournment thereof) should you so wish. 16 September 2020 CONTENTS Definitions ....................................................... 1 Letter from the Board .............................................. 6 Letter from the Independent Board Committee .......................... 22 Letter from Innovax Capital Limited .................................. 24 Appendix I – Audited Report of CIMC Skyspace Real Estate .......... 50 Appendix II – Property Valuation Report ........................... 65 Appendix III – Valuation Report .................................. 203 Appendix IV – General Information................................ 220 –i– DEFINITIONS Unless the context otherwise requires, the following expressions in this circular shall have the following meanings: “A Shares” 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 “Additional Capital” the additional capital Country Garden pays to CIMC Skyspace Real Estate pursuant to the Capital Increase Agreement, for the purpose of the transaction, by the registered capital, the capital reserve and other ways, including the Additional Capital for Existing Projects and the Additional Capital for Qianhai Projects “Additional Capital for Existing the additional capital calculated by (the Equity Value Projects” of Existing Projects × 25% + the Additional Capital for Existing Projects)/(the Equity Value of Existing Projects + the Additional Capital for Existing Projects) = 30%, i.e. the Additional Capital for Existing Projects = the Equity Value of Existing Projects/14 “Additional Capital for Qianhai the additional capital based on the Equity Value of Projects” Qianhai Projects and calculated by the formula: the Equity Value of Qianhai Projects ÷ 70% × 30% “associates” has the meaning ascribed thereto under the Hong Kong Listing Rules “Auditor” Pan-China Certified Public Accountants LLP* (天健 會計師事務所（特殊普通合夥）) “Board” the board of Directors of the Company “Capital Increase Agreement” the capital increase agreement signed by CIMC Skyspace Real Estate, CIMC Shenfa, Country Garden, Oriental Tianyu and Chang’an Trust on 6 August 2020 “Chang’an Trust” Chang’an International Trust Co., Ltd., a joint stock company incorporated under the PRC law, in which certain directors/supervisors/senior management of CIMC Skyspace Real Estate hold approximately 45% equity interests –1– DEFINITIONS “CIMC Shenfa” CIMC Shenfa Development Co., Ltd., a wholly-owned subsidiary of the Company “CIMC Skyspace Real Estate” Shenzhen CIMC Industry & City Development Group Co., Ltd., (formerly known as Shenzhen CIMC Skyspace Real Estate Development Co., Ltd.), a non-wholly owned subsidiary of the Company as at the Latest Practicable Date “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 with limited liability established under the laws of the PRC in January 1980, the H Shares of which are listed on the Hong Kong Stock Exchange and the A shares of which are listed on the Shenzhen Stock Exchange “Completion Date of Industrial and the date on which CIMC Skyspace Real Estate Commercial Registration of collected its new business license upon the Capital Increase” completion of all registration and filing procedures for industrial and commercial changes in relation to the capital increase made by Qujiang Cultural Industry Investment to CIMC Skyspace Real Estate “connected person(s)” has the meaning ascribed thereto under the Hong Kong Listing Rules “controlling Shareholder(s)” has the meaning ascribed thereto under the Hong Kong Listing Rules “Country Garden Real Estate Country Garden Real Estate Group Co., Ltd., an Group” or “Country Garden” indirect wholly-owned subsidiary of Country Garden Holdings Company Limited (Stock Code: 02007.HK) listed on the Hong Kong Stock Exchange “Director(s)” the director(s) of the Company “Equity Value of the value of all shareholders’ equity of CIMC Existing Projects” Skyspace Real Estate corresponding to the Existing Projects as determined in the Valuation Report –2– DEFINITIONS “Equity Value of time factors including the delay of completing the Qianhai Projects” land preparation of Qianhai Projects and the delay of introducing CIMC Skyspace Real Estate into Qianhai Projects lead to valuation gains between the valuation of Qianhai Projects determined in the Valuation Report and the land grant price determined by the government. The Equity Value of Qianhai Projects represents the value of all shareholders’ equity of CIMC Skyspace Real Estate corresponding to Qianhai Projects as determined in the Valuation Report, which comprises two elements, the equity value of completed parts and the equity value of uncompleted parts “Existing Projects” property projects held and operated or projects being developed in the name of CIMC Skyspace Real Estate and companies held by itself as at the reference date of valuation, which, for the purpose of the Capital Increase Agreement, exclude Qianhai Projects “Extraordinary General Meeting” the extraordinary general meeting of the Company to or “EGM” be convened at 2:40 p.m. on Friday, 9 October 2020 at CIMC R&D Centre, 2 Gangwan Avenue, Shekou, Nanshan District, Shenzhen, Guangdong, the PRC to consider and if thought fit approve, among other things, the Capital Increase Agreement and the transaction contemplated thereunder “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 “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “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 –3– DEFINITIONS “Independent Board Committee” the independent committee of the Board, comprising Mr. HE Jiale, Mr. PAN Zhengqi and Ms. LUI FUNG Mei Yee, Mabel, all of whom are independent non-executive Directors, formed to advise the independent Shareholders in respect of the Capital Increase Agreement and the transactions contemplated thereunder “Independent Financial Adviser” Innovax Capital Limited, the independent financial adviser appointed to advise the Independent Board Committee and the independent Shareholders in respect of the Capital Increase Agreement and the transactions contemplated thereunder “Latest Practicable Date” 10 September 2020 “Oriental Tianyu” Shenzhen Oriental Tianyu Investment Development Co., Ltd., a limited company incorporated under the PRC law, in which the
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