China Merchants Securities : POLL RESULTS OF THE 2019 SECOND EXTRAORDINARY GENERAL MEETING HELD ON SEPTEMBER 9, 2019

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(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 6099)

POLL RESULTS OF

THE 2019 SECOND EXTRAORDINARY GENERAL MEETING

HELD ON SEPTEMBER 9, 2019

VOTING RESULTS OF THE MEETING

References are made to (1) the notice of the 2019 second extraordinary general meeting (the "EGM") dated July 25, 2019; (2) the circular for the EGM dated July 25, 2019 (the "Circular"); (3) the supplemental notice of the EGM dated August 23, 2019; and (4) the supplemental circular of the EGM dated August 23, 2019 (the "Supplemental Circular") of China Merchants Securities Co., Ltd. (the "Company"). Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular and the Supplemental Circular.

The Board is pleased to announce that the EGM was convened on Monday, September 9, 2019 with both on-site voting and network voting. The on-site meeting was held at Marco Polo Shenzhen, 28 Fuhua 1st Road, Futian CBD, Shenzhen on the same date at 10:00 a.m..

The EGM was convened by the Board and chaired by Mr. HUO Da, chairman of the Board and the votes were conducted by a combination of on-site voting and network voting. Computershare Hong Kong Investor Services Limited, the Company's H Share registrar, Ms. LI Shuo and Mr. CHENG Qu, representatives from the Shareholders, Ms. HE Min, a representative from the Supervisors and Beijing Jingtian & Gongcheng (Shenzhen) Law Firm were the scrutineers for the vote-taking at the EGM. 11 Directors, 7 Supervisors and Mr. WU Huifeng, vice president of the Company and secretary to the Board attended the EGM and certain members of the senior management of the Company observed the EGM.

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As at the date of the EGM, the total number of issued Shares of the Company was 6,699,409,329 (including 5,719,008,149 A Shares and 980,401,180 H Shares), which was the total number of Shares entitling the holders to attend and vote for or against or abstain from voting in respect of the resolutions at the EGM. China Merchants Group (holding 2,886,027,221 A Shares and 67,706,400 H Shares, representing approximately 44.09% of the total issued Shares of the Company) and its associates were required to abstain from voting on resolution (1) at the EGM. Save as disclosed above, there was no restriction on any Shareholders casting votes on the proposed resolutions at the EGM. There were no Shares entitling the Shareholders to attend the EGM and abstain from voting in favour as set out in Rule 13.40 of the Listing Rules. Save for China Merchants Group and its associates who were required to abstain from voting for resolution (1) at the EGM, no other party has stated its intention to abstain from voting.

The Company engaged Beijing Jingtian & Gongcheng (Shenzhen) Law Firm as the witness to the EGM. Beijing Jingtian & Gongcheng (Shenzhen) Law Firm appointed their lawyers, Ms. ZHOU Xuan and Mr. LIN Wenbo to attend the EGM, and issued a written legal opinion stating that the procedures of calling and convening the EGM, the eligibility of the Shareholders and their proxies attending the EGM and the convenor of the EGM and the voting procedures have complied with the requirements of the PRC Company Law, Regulations on the Convening of General Meetings of Listed Companies 《( 上市公司股東大會規則》) and other PRC laws, regulations and procedural provisions as well as the Articles of Association, and the poll results of the EGM are legal and valid.

A total of 27 Shareholders and their proxies, holding an aggregate of 4,201,292,969 Shares with voting rights, representing approximately 62.711394% of the total Shares with voting rights of the Company, in which, 26 Shareholders of A Shares and their proxies, holding an aggregate of 3,911,344,005 A Shares, representing approximately 58.383416% of the total Shares with voting rights of the Company, while 1 Shareholder of H Shares and their proxies, holding an aggregate of 289,948,964 H Shares, representing approximately 4.327978% of the total Shares with voting rights of the Company, have attended the EGM.

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POLL RESULTS OF THE EGM

The Shareholders present at the EGM considered and approved the following resolutions:

				For	Against		Abstain
	ORDINARY RESOLUTIONS
				Percentage			Percentage			Percentage
			Shares		(%)	Shares		(%)	Shares		(%)
(1)	(a) to approve the securities and financial products,
	transactions and services framework agreement (the "2019
	Framework Agreement") dated May 21, 2019 entered	A Shares	1,025,313,984		99.999727	2,800		0.000273	0		0.000000
	into between the Company and China Merchants Group
	Limited;
	(b) to approve the proposed annual caps for the three years
	ending December 31, 2021 (the "Proposed Annual
	Caps"); and	H Shares	222,242,564		100.000000	0		0.000000	0		0.000000
	(c) to authorize any directors of the board of the Company
	to revise the Proposed Annual Caps and to make
	amendments, adjustments or supplements to the 2019
	Framework Agreement, according to the provisions in
	domestic and foreign laws and regulations, requirements	Total	1,247,556,548		99.999776	2,800		0.000224	0		0.000000
	and advices from the relevant domestic and foreign
	governmental authorities and regulatory institutions.
	As more than half of the votes were cast in favour of the resolution, this resolution was duly passed as an ordinary resolution.
(2)	To consider and approve the resolution in relation to the	A Shares	3,911,341,105		99.999926	2,900		0.000074	0		0.000000
	provision of guarantees by China Merchants Securities
	H Shares	289,948,964		100.000000	0		0.000000	0		0.000000
	International Company Limited for its wholly-owned
	subsidiaries.	Total	4,201,290,069		99.999931	2,900		0.000069	0		0.000000
	As more than half of the votes were cast in favour of the resolution, this resolution was duly passed as an ordinary resolution.

By Order of the Board

China Merchants Securities Co., Ltd.

HUO Da

Chairman

Shenzhen, the PRC

September 9, 2019

As at the date of this announcement, the executive directors of the Company are Mr. HUO Da and Mr. XIONG Jiantao; the non-executive directors of the Company are Ms. SU Min, Mr. SU Jian, Mr. XIONG Xianliang, Ms. PENG Lei, Mr. HUANG Jian, Mr. WANG Daxiong and Mr. WANG Wen; and the independent non-executive directors of the Company are Mr. XIANG Hua, Mr. XIAO Houfa, Mr. XIONG Wei, Mr. HU Honggao and Mr. WONG Ti.

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