China Merchants Securities : ANNOUNCEMENT ON CHANGES IN SHAREHOLDING AS A RESULT OF THE A SHARE RIGHTS ISSUE AND LISTING OF THE A RIGHTS SHARES

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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

(Stock Code: 6099)

ANNOUNCEMENT ON

CHANGES IN SHAREHOLDING AS A RESULT OF

THE A SHARE RIGHTS ISSUE

AND

LISTING OF THE A RIGHTS SHARES

This announcement is made by China Merchants Securities Co., Ltd. (the "Company") pursuant to the requirements of Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). Unless otherwise defined herein, capitalised terms and expressions used in this announcement shall have the same meaning as those defined in the announcement dated July 6, 2020 of the Company in relation to the proposed Rights Issue (the "Announcement").

1. IMPORTANT REPRESENTATIONS AND NOTICE
   The view(s) expressed by the SSE or other government authorities in respect of the listing of the A Rights Shares and other relevant issues do(es) not represent any warranty in respect of the Company. The Company and the sponsor institution hereby remind investors to refer to the full text of the "A Share Rights Issue Prospectus of China Merchants Securities Co., Ltd." published on July 7, 2020 and the relevant related documents, which were published on the website of the SSE at http://www.sse.com.cn, for any content not covered in this announcement.

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Pursuant to the relevant requirements of the Securities Law of the PRC, each of China Merchants Finance Investment Holdings Co., Ltd. (深圳市招融投資控股有限公司) ("CM Finance Investment"), Shenzhen Jisheng Investment Development Co., Ltd. (深 圳市集盛投資發展有限公司) ("Jisheng Investment") and China Ocean Shipping Company Limited (中國遠洋運輸有限公司), being Shareholders who hold 5% or more interest in the Company, undertook not to dispose of any A Shares within 6 months from the listing date of the A Rights Shares, failing which any gain arising from such disposal will be retained for the benefit of the Company. Any change in the A Shares held by the Directors, supervisors and senior management of the Company shall comply with the Rules on the Management of Shares Held by Directors, Supervisors and Senior Management of Listed Companies and the Changes Thereof.

1. INFORMATION CONCERNING THE LISTING OF THE A RIGHTS SHARES
   This announcement is prepared in accordance with the Company Law of the PRC, the Securities Law of the PRC, the Administrative Measures for the Issuance of Securities by Listed Companies, the Rules Governing the Listing of Stocks on SSE and other relevant laws, regulations and rules, and aims to provide investors with basic information concerning the listing of the A Rights Shares.
   The A Share Rights Issue was approved by the CSRC's Approval in respect of the Rights Issue of China Merchants Securities Co., Ltd. (Zheng Jian Xu Ke [2020] No.723)* 《( 關於 核准招商證券股份有限公司配股的批覆》（證監許可[2020] 723 號）.
   As approved by the SSE, the RMB-denominated ordinary shares totalling 1,702,997,123 A Shares issued under the A Share Rights Issue will be listed for trading on July 31, 2020. Upon completion of the A Share Rights Issue, the distribution of the shareholdings of the Company will still meet the listing requirements stipulated under the Rules Governing the Listing of Stocks on SSE.
   Information on the listing of the A Rights Shares is set out below:
2. 1. Place of listing: SSE
   2. Listing date: July 31, 2020
   3. Stock short name: China Merchants Securities
   4. Stock code: 600999
   5. Total number of the A Shares of the Company before the A Share Rights Issue: 5,719,008,149 A Shares

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1. 1. The increased A Shares (none of which are subject to trading restrictions) under the A Share Rights Issue: 1,702,997,123 A Shares
   2. Total number of the A Shares of the Company upon the completion of the A Share Rights Issue: 7,422,005,272 A Shares
   3. Share registrar: Shanghai branch of China Clear
   4. Listing sponsor institution: CITIC Securities Company Limited ("CITIC Securities")
2. PARTICULARS OF THE ISSUER, CONTROLLING SHAREHOLDER(S) AND EFFECTIVE CONTROLLER(S)

1. General information of the issuer

Company Chinese name	招商證券股份有限公司
Company English name	CHINA MERCHANTS SECURITIES
	CO., LTD.
Stock listing place	SSE
Stock short name	China Merchants Securities
Stock code	600999
Registered capital	RMB6,699,409,329.00
Unified social credit code	91440300192238549B
Date of establishment	August 1, 1993
Legal representative	HUO Da
Secretary to the Board	WU Huifeng
Office address	No. 111 Fuhua Yi Road, Futian Street,
	Futian District, Shenzhen, Guangdong
	Province, PRC

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Postal code	518046
Telephone	0755-82943666
Fax	0755-82944669
Company website	http://www.cmschina.com
Email	[e-mail]

1. Shareholdings of the Directors, supervisors and senior management of the Company
   Save for those held under the Employee Stock Ownership Plan, none of the Shares of the Company were held or will be held by the Directors, supervisors and senior management of the Company before and after the completion of the A Share Rights Issue.
2. Particulars of the controlling shareholder(s) and effective controller(s) of the issuer
   1. Controlling shareholder(s) of the Issuer
   As at the date of this announcement, 23.51% of the Company's Shares are directly held by CM Finance Investment and 19.56% of the Company's Shares are indirectly held by it through its subsidiary Jisheng Investment. Therefore, CM Finance Investment is the controlling shareholder of the Company by virtue of its direct and indirect holding of 43.08% of the Company's Shares in aggregate. Upon completion of the A Share Rights Issue, 44.65% of the Company's Shares will be directly and indirectly held by CM Finance Investment. Basic particulars of CM Finance Investment are as follows:

Company name	China Merchants Finance Investment Holdings
	Co. Ltd.
Date of establishment	May 28, 1997

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Domicile	Unit 33A, China Merchants Plaza, 1166 Wanghai
	Road, Shekou, Shuiwan Community, Zhaoshang
	Subdistrict, Nanshan District, Shenzhen
Legal representative	HONG Xiaoyuan
Registered capital	RMB600 million
Business scope	Investment in enterprise (actual project details
	to be declared); engaged in domestic commerce,
	materials supply and marketing industry
	(excluding franchise, control and monopoly of
	goods).
Financial data (at parent	December 31, 2019/2019
company level)
	Total assets (RMB100 million)	671.25
	Net assets (RMB100 million)	339.97
	Operating revenue
	(RMB100 million)	0.06
	Net profits (RMB100 million)	45.79

2. Actual controller(s) of the Issuer

CM Finance Investment, the controlling shareholder of the Company, is a wholly state-owned company under China Merchants Group. CM Finance Investment is 100% held by China Merchants Group through China Merchants Steam Navigation Co., Ltd. (招商局輪船有限公司). As at the date of this announcement, China Merchants Group is the actual controller of the Company by virtue of its indirect holding of 44.09% of the Company's Shares, through its subsidiaries CM Finance Investment, Jisheng Investment and Best Winner Investment Limited, in aggregate. Upon completion of the A Share Rights Issue, 45.46% of the Company's Shares will be indirectly held by China Merchants Group. Basic particulars of China Merchants Group are as follows:

Company name	China Merchants Group Limited
Date of establishment	October 14, 1986

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Domicile	Zone A, 5/F, China Merchant Tower, China
	Merchant Centre,118 Jianguo Road, Chaoyang
	District, Beijing
Legal representative	LI Jianhong
Registered capital	RMB16.7 billion
Business scope	Water and land transportation and agency of
	cargo and passenger, leasing and agency of
	water and land transportation tools and
	equipment, investment in and management of
	port and warehouse businesses; sea rescue,
	salvage, towing; manufacturing; building,
	repair, inspection and sale of vessels and
	offshore oil drilling equipment; repair and
	inspection of oil rigs and containers;
	contracting and construction of and back office
	services for water and land construction
	projects and offshore oil exploitation projects;
	procurement, supply and sale of water and land
	transportation equipment and relevant supplies;
	import and export transportation businesses;
	investment in and management of businesses in
	the financial, insurance, trust, securities and
	futures industries; investment in and
	management of businesses in the tourism, hotel,
	catering and relevant services industries; real
	estate development and property management
	and consultancy businesses; investment in and
	management of petrochemical business;
	investment in and operation of transportation
	infrastructure; management of offshore assets;
	development, operation and management of
	Shekou Industrial Zone in Shenzhen and
	Zhangzhou Development Zone in Fujian.
	(Enterprises shall select operating items and
	operate autonomously in accordance with law;
	items that shall be approved according to law
	can be operated upon approval of relevant
	departments; enterprises shall not engage in
	operations prohibited by industrial policies and
	restricted items in the city.)

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Financial data (at parent	December 31, 2019/2019
company level)
	Total assets (RMB100 million)	1,587.51
	Net assets (RMB100 million)	1,048.34
	Operating revenue
	(RMB100 million)	-
	Net profits (RMB100 million)	28.50

1. Changes in issuer's shareholding structure upon completion of A Share Rights Issue

	Before completion of A Share	Changes as a	Upon completion of A Share
Class of A Shares	Rights Issue	result of	Rights Issue
	Number of	Percentage	A Share Rights	Number of	Percentage
	A Shares	(%)	Issue (Shares)	A Shares	(%)
A Shares subject to trading
restrictions	-	-	-	-	-
A Shares not subject to
trading restrictions	5,719,008,149	100	1,702,997,123	7,422,005,272	100
Total	5,719,008,149	100	1,702,997,123	7,422,005,272	100

1. Shareholdings of the top ten A Shareholders upon completion of the A Share Rights Issue
   The total number of the A Shares and the total share capital of the Company upon completion of the A Share Rights Issue are 7,422,005,272 A Shares and 8,402,406,452 Shares respectively. As of July 23, 2020, the shareholdings of the top ten A Shareholders upon completion of the A Share Rights Issue are as follows:

		Number of	Percentage	Percentage
		A Shares	of total	of total
No	Shareholder name	held	A Shares	Shares
			(%)	(%)
1.	China Merchants Finance Investment	2,047,900,517	27.59	24.37
	Holdings Co. Ltd. (深圳市招融投資
	控股有限公司)
2.	Shenzhen Jisheng Investment Development	1,703,934,870	22.96	20.28
	Co., Ltd. (深圳市集盛投資發展有限公司)

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		Number of	Percentage	Percentage
		A Shares	of total	of total
No	Shareholder name	held	A Shares	Shares
			(%)	(%)
3.	China Ocean Shipping Company Limited	544,632,418	7.34	6.48
	(中國遠洋運輸有限公司)
4.	Hebei Port Group Co., Ltd.	343,282,732	4.63	4.09
	(河北港口集團有限公司)
5.	China Communications Construction	272,219,361	3.67	3.24
	Company Ltd. (中國交通建設股份
	有限公司)
6.	China Securities Finance Corporation	260,406,933	3.51	3.10
	Limited (中國證券金融股份有限公司)
7.	Hong Kong Securities Clearing	127,705,024	1.72	1.52
	Company Limited
8.	COSCO Shipping (Guangzhou) Co., Ltd.	109,199,899	1.47	1.30
	(中遠海運（廣州）有限公司)
9.	Central Huijin Asset Management Ltd.	100,427,080	1.35	1.20
	(中央匯金資產管理有限責任公司)
10. Southern Fund - Agricultural Bank of	68,273,260	0.92	0.81
	China - Southern China Securities
	Financial Asset Management Plan
	(南方基金－農業銀行－南方中證金融
	資產管理計劃)
	Total	5,577,982,094	75.15	66.39

IV. THE ISSUANCE OF A RIGHTS SHARES

1. Number of Shares issued: 1,702,997,123 A Shares
2. Issue price: RMB7.46/A Share
3. Forms of issue: Conducted by way of online pricing via the trading system of the
   SSE
4. Total proceeds raised: RMB12,704,358,537.58

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1. 1. Total issue cost and issue cost per A Share: the total issue cost (including the underwriting fee, legal fees, accounting fees, information disclosure fees and other fees) amounted to RMB20,959,706.92 (excluded of value added tax), and the issue cost per A Share was RMB0.01
   2. Net proceeds raised: RMB12,683,398,830.66
   3. Verification of the proceeds raised: Deloitte Touche Tohmatsu Certified Public Accountants LLP has verified the receipt of the funds and issued a verification report (De Shi Bao (Yan) Zi (20) No. 00339)*(德師報（驗）字(20)第00339號)
   4. Net asset per Share upon completion of the A Share Rights Issue: RMB9.85/Share, which was calculated by the total share capital of the Company dividing the sum of the equity attributable to owners of the parent company (net of other equity instruments), derived from the 2019 annual report of the Company, and the net proceeds from the A Share Rights Issue
   5. Basic earnings per Share upon completion of the A Share Rights Issue: RMB0.77/Share, which was calculated by the total share capital of the Company upon completion of the A Share Rights Issue dividing the net profit attributable to the parent company derived from the 2019 annual report of the Company
2. OTHER IMPORTANT MATTERS
   There is no other important matter which might have a material impact on the Company during the period from the date of the posting of "A Share Rights Issue Prospectus of China Merchants Securities Co., Ltd." to the date of this announcement.

VI. LISTING SPONSOR AND ITS OPINION

1. Sponsor institution: CITIC Securities Company Limited

Legal representative:	ZHANG Youjun
Representatives of the underwriter:	ZHAO Wencong, WANG Chen
Project coordinator:	WANG Xiaoyu
Project handlers	CHEN Kai, LU Chuanbin, LI Yigang,
	WU Lingjun, XU Li

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Office address:	North Tower, Excellence Times Plaza II,
	No. 8 Zhong Xin San Road, Futian
	District,	Shenzhen,	Guangdong
	Province, PRC
Telephone:	010-6083 3640
Fax:	010-6083 3930

1. Opinions of the listing sponsor
   The listing sponsor, CITIC Securities has reviewed the information contained in the listing documents of China Merchants Securities Co., Ltd., and considered that the listing of the A Rights Shares were in compliance with the Company Law of the PRC, the Securities Law of the PRC, the Administrative Measures for the Issuance of Securities by Listed Companies, the Rules Governing the Listing of Stocks on SSE and other relevant laws, regulations and rules and that the A Share Rights Issue had fulfilled the listing criteria of the SSE. CITIC Securities agreed to sponsor the listing of A Rights Shares and assumed any sponsor's liability relating thereto.

By Order of the Board of Directors

China Merchants Securities Co., Ltd.

HUO Da

Chairman

Shenzhen, the PRC

July 27, 2020

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. GAO Hong, 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.

• for identification purpose only

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