Zhong An Group Limited — Proxy Solicitation & Information Statement 2010

May 17, 2010

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ZHONG AN REAL ESTATE LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock code: 672)

Form of proxy for use at the annual general meeting to be held on at 9:30 a.m. on Wednesday, 30 June 2010 at Conference Room 4, 4/F Holiday Inn Xiaoshan Hangzhou, 688 Shanyin Road, Xiaoshan District, Hangzhou, Zhejiang Province, The People’s Republic of China (or at any adjournment thereof)

I/We[1]

of

being a member of Zhong An Real Estate Limited (the “Company”) and the registered holder(s) of each in the capital of the Company, HEREBY APPOINT the Chairman of the Meeting or[3] of

shares[2] of HK$0.10

as my/our proxy[6] to vote and act for me/us at the annual general meeting (and at any adjournment thereof) of the Company to be held at Conference Room 4, 4/F Holiday Inn Xiaoshan Hangzhou, 688 Shanyin Road, Xiaoshan District, Hangzhou, Zhejiang Province, the People’s Republic of China on Wednesday, 30 June 2010 at 9:30 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.

			ORDINARY RESOLUTIONS	FOR4	AGAINST4
	1.	To receive and approve the audited consolidated financial statements and the
		reports of the directors and the auditor for the year ended 31 December 2009.
	2.	(a)	Each as a separate resolution, to re-elect the following retiring directors as
			directors:
			(i) Mr. Shi Kancheng;
			(ii) Professor Pei Ker Wei;
			(iii) Dr. Loke Yu.
		(b)	to authorise the board of directors to fix the directors’ remuneration.
	3.	To re-appoint Ernst & Young as the auditors of the Company and to authorize the
		board of directors to fix their remuneration.
	4.	(A)	To grant a general mandate to the directors to repurchase shares of the
			Company.
		(B)	To grant a general mandate to the directors to issue, allot and otherwise deal
			with shares of the Company.
		(C)	To add the nominal amount of the shares repurchased by the Company to the
			mandate granted to the directors under resolution no. 4(B).
	5.	To approve the Bonus Issue (as defined in the Company’s circular dated 18 May
		2010)
	Dated	this	day of 2010	Signature(s)5, 9

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. A proxy need not be a member of the Company. If any proxy other than the Chairman is preferred, please strike out “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST” . Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

7. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed or notarially certified copy thereof, must be deposited at the Company’s branch share registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the appointed time for the holding of the meeting (or at any adjournment thereof).

8. Completion and return of this form of proxy will not preclude you from attending and voting at the meeting if you so wish.

9. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.