China Merchants Securities : FURTHER ANNOUNCEMENT ON THE EMPLOYEE STOCK OWNERSHIP SCHEME

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

(Stock Code: 6099)

FURTHER ANNOUNCEMENT ON

THE EMPLOYEE STOCK OWNERSHIP SCHEME

References are made to the announcement and the circular (the "Circular") of China Merchants Securities Co., Ltd. (the "Company") in relation to, among other things, the proposed adoption of the Employee Stock Ownership Scheme dated October 15, 2019 and November 29, 2019 respectively and the overseas regulatory announcements in relation to the Announcement on Resolutions of the 25th Meeting of the Sixth Session of the Board of China Merchants Securities Co., Ltd. 《( 招商證券股份有限公司第六屆董事會第二十五次會議決 議公告》) and the Employee Stock Ownership Scheme of China Merchants Securities Co., Ltd. (Draft) 《( 招商證券股份有限公司員工持股計劃（草案）》) both dated October 15, 2019 (the "Overseas Regulatory Announcements"). Capitalised terms used in this announcement shall have the same meanings as those defined in the Circular unless otherwise specified.

Pursuant to the relevant resolutions approved at the 2019 first extraordinary general meeting, the 2019 first A Shareholders class meeting and the 2019 first H Shareholders class meeting held on May 20, 2019 by the Company, the Company will repurchase A Shares using its own funds through the centralised bidding (the "Repurchase") for the implementation of the Employee Stock Ownership Scheme. As of December 19, 2019, the aggregate number of A Shares repurchased by the Company through the centralised bidding was 40,020,780, representing approximately 0.5974% of the total existing share capital of the Company. The highest trading price was RMB18.45/A Share and the lowest trading price was RMB16.14/A Share. The average repurchasing price was RMB16.5888/ A Share (excluding transaction fees) and the aggregate amount paid by the Company was RMB663,895,568.36 (excluding transaction fees).

The price of repurchased A Shares to be purchased under the Employee Stock Ownership Scheme is in principle equal to the average price of the Repurchase (including transaction fees) according to the Overseas Regulatory Announcements. The aggregate amount of transaction fees of the Repurchase and the relevant fees of establishing the Employee Stock Ownership Scheme is RMB98,904.98.

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At the 28th meeting of the sixth session of the Board held on December 26, 2019, the Company considered and approved, among other things, the resolution in relation to determining the price of purchasing repurchased Shares under and the expected scale of the Employee Stock Ownership Scheme of the Company 《( 關於明確公司員工持股計劃購買回 購股票的價格及計劃規模的議案》) (the "Resolution"). Pursuant to the actual conditions of the Repurchase and the relevant requirement of the Employee Stock Ownership Scheme of China Merchants Securities Co., Ltd. (Draft), the Board confirmed that the price of the Subject A Shares to be purchased under the Employee Stock Ownership Scheme shall be RMB16.5912/A Share. The number of Subject A Shares available for subscription under the Employee Stock Ownership Scheme shall not exceed 40,020,780 A Shares. The total subscription amount of the participants shall not exceed RMB664 million. The final number of Subject A Shares to be purchased and the subscription amount under the Employee Stock Ownership Scheme shall be determined according to the capital scale of employees participating in the Employee Stock Ownership Scheme.

The Resolution is subject to consideration and approval of the Shareholders at the 2020 first extraordinary general meeting of the Company to be convened on Wednesday, January 15, 2020 (the "EGM"), and a supplemental notice convening the EGM and a supplemental circular containing, among other things, the details of the Resolution will be despatched to the Shareholders as soon as possible.

Shareholders and potential investors should note that, the Employee Stock Ownership Scheme may or may not proceed. Accordingly, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

By Order of the Board

China Merchants Securities Co., Ltd.

HUO Da

Chairman

Shenzhen, the PRC

December 26, 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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