Zhong An Group Limited — Proxy Solicitation & Information Statement 2013

Aug 30, 2013

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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Zhong An Real Estate Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

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ZHONG AN REAL ESTATE LIMITED 眾安房產有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 672)

PROPOSED REFRESHMENT OF THE 10% GENERAL SCHEME LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME

A notice convening the Extraordinary General Meeting to be held at Conference Room 4, 4/F., Holiday Inn Xiaoshan Hangzhou, 688 Shanyin Road, Xiaoshan District, Hangzhou, Zhejiang Province, the PRC on Monday, 23 September 2013 at 10 a.m. is set out on pages 8 to 9 of this circular.

A form of proxy for use by the Shareholders at the Extraordinary General Meeting is enclosed with this circular for despatch to the Shareholders. Whether or not you intend to attend the Extraordinary General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not later than 48 hours before the time for holding the Extraordinary General Meeting (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting (or any adjournment thereof) should you so wish.

30 August 2013

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed refreshment of the 10% General Scheme Limit under the
Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• “Board”

the board of Directors

• “Company”

• Zhong An Real Estate Limited, an exempted company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange

• “Director(s)” the director(s) of the Company

• “Extraordinary General Meeting”

• the extraordinary general meeting of the Company to be convened and held at Conference Room 4, 4/F., Holiday Inn Xiaoshan Hangzhou, 688 Shanyin Road, Xiaoshan District, Hangzhou, Zhejiang Province, the PRC on Monday, 23 September 2013 at 10 a.m. or any adjournment thereof (as the case may be), the notice of which is set out on pages 8 to 9 of this circular

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 26 August 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “Proposed Refreshment”

• the 10% General Scheme Limit proposed to be refreshed by the Shareholders at the Extraordinary General Meeting pursuant to which the Board may grant options to eligible participants under the Share Option Scheme and any other share option scheme(s) of the Company to subscribe for up to 10% of the Shares in issue as at the date of the Extraordinary General Meeting

• “Share(s)”

• ordinary share(s) with a nominal value of HK$0.10 each in the capital of the Company

• “Share Option Scheme”

• the share option scheme currently in force and adopted by the Company on 15 May 2009

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DEFINITIONS

“Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “10% General Scheme Limit” the limit imposed under the rules of the Share Option Scheme on the total number of Shares which may be issued upon the exercise of all options granted under the Share Option Scheme and any other share option scheme(s) of the Company, being 10% of the Company’s issued share capital as at the date of adoption of the Share Option Scheme at the 2009 AGM, which may be further refreshed on and pursuant to the rules of the Share Option Scheme “2009 AGM” the annual general meeting of the Company held on 15 May 2009 “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

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LETTER FROM THE BOARD

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ZHONG AN REAL ESTATE LIMITED 眾安房產有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 672)

Executive Directors:

Mr Shi Kancheng (alias Shi Zhongan ) Mr Lou Yifei Ms Shen Tiaojuan Mr Zhang Jiangang

Independent non-executive Directors: Professor Pei Ker Wei Dr Loke Yu (alias Loke Hoi Lam ) Mr Zhang Huaqiao

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong:

Room 4006, 40th Floor China Resources Building 26 Harbour Road Wanchai, Hong Kong

30 August 2013

To the Shareholders

Dear Sir or Madam

PROPOSED REFRESHMENT OF THE 10% GENERAL SCHEME LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME

INTRODUCTION

The primary purpose of this circular is to provide you with (i) information regarding the proposal of the Company to refresh the 10% General Scheme Limit on the grant of options under the Share Option Scheme and (ii) the notice of the Extraordinary General Meeting at which an ordinary resolution regarding the Proposed Refreshment will be put forward to the Shareholders for consideration and, if thought fit, approval at the Extraordinary General Meeting.

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LETTER FROM THE BOARD

PROPOSED REFRESHMENT OF THE 10% GENERAL SCHEME LIMIT UNDER THE SHARE OPTION SCHEME

Share Option Scheme

At the 2009 AGM, an ordinary resolution was passed by the then Shareholders for the adoption of the Share Option Scheme. Except for the Share Option Scheme, the Company has no other share option scheme(s) which is/are currently in force.

Rules of the Share Option Scheme

Under the rules of the Share Option Scheme and in accordance with the provisions of Chapter 17 of the Listing Rules:

• (1) the total number of Shares which may be issued upon the exercise of all options granted under the Share Option Scheme is 10% of the Company’s issued share capital as at the date of adoption of the Share Option Scheme. The 10% General Scheme Limit may be refreshed from time to time on and pursuant to the rules of the Share Option Scheme;

• (2) the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) of the Company must not in aggregate exceed 30% of the Shares in issue from time to time; and

• (3) options previously granted under the Share Option Scheme and/or any other share option scheme(s) of the Company (including those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme or such other share option scheme(s) of the Company) will not be counted for the purpose of calculating the 10% General Scheme Mandate Limit as refreshed.

The current 10% General Scheme Limit is 194,267,200 Shares, being 10% of the Shares in issue (that is, 1,942,672,000 Shares) as at the date of adoption of the Share Option Scheme.

Outstanding options under the Share Option Scheme

As at the Latest Practicable Date, there were 2,367,635,400 Shares in issue. Options to subscribe for up to 193,874,421 Shares (representing approximately 8.19% of the issued share capital of the Company) had been granted and remained outstanding under the Share Option Scheme. None of such options had been exercised, cancelled or lapsed up to the Latest Practicable Date.

Unless the 10% General Scheme Limit is refreshed, the Company may only grant Options to subscribe for up to 392,779 Shares, representing only approximately 0.02% of the 2,367,635,400 Shares in issue as at the Latest Practicable Date.

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LETTER FROM THE BOARD

Effect of the Proposed Refreshment on the Company’s shareholding structure

As at the Latest Practicable Date, there were 2,367,635,400 Shares in issue. Upon fulfilment of the conditions for the Proposed Refreshment and assuming the total number of Shares in issue remains unchanged as at the date of the Extraordinary General Meeting, the Company may grant Options to eligible participants under the Share Option Scheme and (if any) all other share option scheme(s) of the Company to subscribe for a maximum of 236,763,540 Shares, being 10% of the Shares in issue as at the date of approval of the Proposed Refreshment.

Reasons for and benefits of the Proposed Refreshment

The purpose of the Share Option Scheme is to enable the Group to grant options to eligible participants as incentives or rewards for the contribution to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group.

Given that the existing 10% General Scheme Limit is nearly depleted, the Share Option Scheme cannot continue to serve its intended purpose for the benefits of the Group and the Shareholders unless the 10% General Scheme Limit is refreshed in accordance with the rules of the Share Option Scheme.

The Directors consider that it will be for the benefit of the Company and the Shareholders as a whole that eligible participants of the Share Option Scheme are granted rights to obtain equity holdings of the Company through the grant of options under the Share Option Scheme. This would incentivize the eligible participants to contribute to the success of the Group. For these reasons, an ordinary resolution will be proposed to the Shareholders at the Extraordinary General Meeting to approve the Proposed Refreshment so that the total number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme and all other share option scheme(s) of the Company shall not exceed 10% of the Shares in issue as at the date of approval of the Proposed Refreshment by the Shareholders at the Extraordinary General Meeting.

Conditions for the Proposed Refreshment

The Proposed Refreshment is conditional upon:

• (a) the Shareholders passing an ordinary resolution to approve the Proposed Refreshment at the Extraordinary General Meeting; and

• (b) the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of any options that may be granted pursuant to the Share Option Scheme under the Proposed Refreshment up to 10% of the Shares in issue as at the date of approval of the Proposed Refreshment by the Shareholders at the Extraordinary General Meeting.

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LETTER FROM THE BOARD

Application for listing

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares which may fall to be issued upon the exercise of any options that may be granted pursuant to the Share Option Scheme under the Proposed Refreshment.

ACTIONS TO BE TAKEN

Set out on pages 8 to 9 of this circular is a notice convening the Extraordinary General Meeting at which an ordinary resolution will be proposed to approve the Proposed Refreshment.

A form of proxy for use at the Extraordinary General Meeting is enclosed with this circular. Whether or not you intend to attend the Extraordinary General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time of the Extraordinary General Meeting (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting or any adjournment thereof should you so wish.

As at the Latest Practicable Date, no Shareholder had a material interest in the Proposed Refreshment. Accordingly, no Shareholder is required to abstain from voting on the ordinary resolution in relation to the Proposed Refreshment. The voting at the Extraordinary General Meeting will be taken by poll. After the conclusion of the Extraordinary General meeting, the result of the poll will be released on the websites of the Stock Exchange ( http://www.hkexnews.hk ) and the Company ( http://www.zafc.com ).

RECOMMENDATIONS

The Directors consider that the Proposed Refreshment is in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the ordinary resolution for approving the Proposed Refreshment at the Extraordinary General Meeting.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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LETTER FROM THE BOARD

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

By order of the Board Zhong An Real Estate Limited Shi Kancheng Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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ZHONG AN REAL ESTATE LIMITED 眾安房產有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 672)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Zhong An Real Estate Limited (the “ Company ”) will 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 Monday, 23 September 2013 at 10 a.m. to consider and, if thought fit, passing (with or without modification) the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT pursuant to the rules of the share option scheme (the “ Scheme ”) adopted by the Company on 15 May 2009, approval be and is hereby generally and unconditionally granted for “refreshing” the 10% limit under the Scheme provided that (i) the total number of shares of HK$0.10 each in the capital of the Company which may be issued upon the exercise of all options to be granted under the Scheme and any other share option schemes of the Company under the limit as “refreshed” hereby shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution and (ii) options previously granted under the Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Scheme or any other share option schemes of the Company) shall not be counted for the purpose of calculating the 10% limit as “refreshed” hereby.”

By order of the Board Zhong An Real Estate Limited Shi Kancheng Chairman

The People’s Republic of China, 30 August 2013

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Room 4006, 40th Floor China Resources Building 26 Harbour Road Wanchai, Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more shares (the “ Shares ”) in the Company may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company.

2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the above meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such Shares shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting (or any adjournment thereof).

4. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

As at the date of this notice, the executive directors of the Company are Mr Shi Kancheng, Mr Lou Yifei, Ms Shen Tiaojuan and Mr Zhang Jiangang and the independent non-executive directors of the Company are Professor Pei Ker Wei, Dr Loke Yu and Mr Zhang Huaqiao.

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