Zhong An Group Limited — Proxy Solicitation & Information Statement 2018

Apr 26, 2018

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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

Form of proxy for use by shareholders at the annual general meeting to be held at 11:00 a.m. on Tuesday, 5 June 2018 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 any adjournment thereof)

I/We (note a) of being the registered holder(s) of shares (note b) of HK$0.10 each in the capital of Zhong An Real Estate Limited (the “ Company ”) hereby appoint the Chairman of the annual general meeting of the Company (the “ Meeting ”) or of to act as my/our proxy (note c) to attend for me/us at the Meeting to be held at 11:00 a.m. on Tuesday, 5 June 2018 at Conference Room 4, 4/F., Holiday Inn Xiaoshan Hangzhou, 688 Shanyin Road, Xiaoshan District, Hangzhou, Zhijiang Province, The People’s Republic of China (or any adjournment thereof) for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the Meeting and at the Meeting (or any adjournment thereof) to vote on my/our behalf and in my/our name(s) in respect of the said resolutions as indicated below or, if no indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTIONS			FOR (note d)	FOR (note d)	AGAINST (note d)	AGAINST (note d)
	1.	To receive and approve the audited consolidated financial statements of		the
		Companyanditssubsidiariesandthereportsofthedirectors		(the
		“Directors”) and the auditors of the Company for the year ended		31
		December 2017.
	2.	(a)To re-elect Ms Wang Shuiyun as executive Director.
		(b)To re-elect Mr Zhang Jiangang as executive Director.
		(c)To re-elect Ms Shen Li as non-executive Director.
		(d)Tore-electDrLokeYu(aliasLokeHoiLam)asindependent
		non-executive Director.
		(e)To re-elect Mr Zhang Huaqiao as independent non-executive Director.
		(f)To authorise the board of Directors to fix the remuneration of		the
		Directors.
	3.	To re-appoint Ernst & Young as the auditors of the Company for the year
		ending 31 December 2018 and authorise the board of Directors to fix their
		remuneration.
	4.	To grant a general mandate to the Directors to allot, issue and deal with		the
		unissued shares of HK$0.10 each in the share capital of the Company,		the
		aggregate number of which shall not exceed 20% of the aggregate number of
		shares in the Company in issue as at the date of passing of this resolution.
	5.	To grant a general mandate to the Directors to repurchase the Company’s
		shares up to 10% of the aggregate number of shares in the Company in	issue
		as at the date of passing of this resolution.
	6.	To add the number of shares in the Company bought back by the Company to
		the general mandate granted to the Directors under resolution no. 4 above.

Date this

day of

Shareholder’s signature x

x (notes e, f, g, h and i)

Notes:

• a. Full name(s) and address(es) to be inserted in BLOCK CAPITAL LETTERS . The names of all joint registered holders should be stated.

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

• c. Atheproxywordsneed“thenotChairmanbe a memberof the ofannualthe Company.general meetingIf you wishof thetoCompanyappoint some(the “person Meeting other”) or”thanandtheinsertChairmanthe nameof theandMeetingaddressasofyourthe proxy,person pleaseappointeddeletein the space provided.

• d. If you wish to vote for any of the resolutions set out above, please tick (“ ✔ ”) the boxes marked “For”. If you wish to vote against any resolutions, please tick (“ ✔ ”) the boxes marked “Against”. If the form of proxy returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

• e. Where there are joint registered holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, 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 Share shall alone be entitled to vote in respect thereof.

• f. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his 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.

• g. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch share registrar and transfer office, 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 Meeting (i.e. at or before 11:00 a.m. (Hong Kong Time) on Sunday, 3 June 2018) (or any adjournment thereof).

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

• i. Any alteration made to this form of proxy should be initialled by the person who signs the form.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourof a supplyproxy (orof yourproxies)and yourand yourproxy’svoting(or proxies’)instructionsname(s)for theand Meetingaddress(es)(theis “on Purposes a voluntary”). Webasismayfortransferthe purposeyour ofandprocessingyour proxy’syour request(or proxies’)for the name(s)appointmentand address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company’s principal place of business in Hong Kong at Room 4006, 40/F., China Resources Building, 26 Harbour Road, Wanchai, Hong Kong.