Zhong An Group Limited — Proxy Solicitation & Information Statement 2014

May 14, 2014

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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)

PROXY FORM

Proxy form for the extraordinary general meeting (the “EGM”) to be held at Conference Room 4, 4/F., Holiday Inn Xiaoshan Hangzhou, 688 Shanyin Road, Xiaoshan District, Hangzhou, Zhejiang Province, the PRC on Friday, 30 May 2014 at 9:30 a.m. (or any adjournment thereof)

I/We (note a)

of being the registered holder(s) of (note b) shares of HK$0.10 each in the capital of Zhong An Real Estate Limited (“ Company ”) HEREBY APPOINT (note c)

of

or, failing him/her, the Chairman of the EGM, to act as my/our proxy to attend for me/us at the EGM of the Company to be held at 9:30 a.m. on Friday, 30 May 2014 at Conference Room 4, 4/F., Holiday Inn Xiaoshan Hangzhou, 688 Shanyin Road, Xiaoshan District, Hangzhou, Zhejiang Province, the PRC or at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolution as set out in the notice convening the EGM and at the EGM (or any adjournment thereof) to vote on my/our behalf and in my/our name(s) in respect of the resolution as indicated below or, if no indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTION (note d) FOR (note e) AGAINST (note e) 1. To approve the proposed spin-off of China New City Commercial Development Limited Date this day of 2014 Shareholder’s signature (notes f, g, h, i and j)	ORDINARY RESOLUTION (note d) FOR (note e) AGAINST (note e) 1. To approve the proposed spin-off of China New City Commercial Development Limited Date this day of 2014 Shareholder’s signature (notes f, g, h, i and j)	ORDINARY RESOLUTION (note d) FOR (note e) AGAINST (note e) 1. To approve the proposed spin-off of China New City Commercial Development Limited Date this day of 2014 Shareholder’s signature (notes f, g, h, i and j)
	1. To approve the proposed spin-off of Development Limited
	Date this Shareholder’s signature		day of

Notes:

• a. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. In the case of joint registered holders, the names of all joint registered holders should be stated.

• b. Please insert the number of shares of HK$0.10 each in the capital of the Company (the “ Shares ”) registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the Shares registered in your name(s).

• c. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE EGM WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

• d. The full text of the resolution appears in the notice of the EGM incorporated in the circular of the Company dated 14 May 2014.

• e. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION SET OUT ABOVE, PLEASE INDICATE WITH A TICK (“ � ”) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE PUT A TICK (“ � ”) IN THE BOX MARKED “AGAINST”. In the absence of any such indication, your proxy may vote for or against the resolution or may abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution(s) properly put to the EGM other than that referred to in the notice convening the EGM.

• f. Where there are joint registered holders of any Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the EGM, personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall alone be entitled to vote in respect thereof.

• g. The instrument appointing a proxy shall 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.

• h. To be valid, this proxy form together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the EGM or any adjournment thereof.

• i. The proxy need not be a member of the Company but must attend the EGM in person to represent you.

• j. Completion and return of this proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.