Zhong An Group Limited — Proxy Solicitation & Information Statement 2019

Apr 15, 2019

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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 10:00 a.m. on Thursday, 6 June 2019 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)	I/We (note a)	I/We (note a)
		of
		being the registered holder(s) of
		(note b) shares of HK$0.10 each in the				share 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 10:00 a.m. on Thursday, 6 June 2019 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) 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)		AGAINST (note d)
			1.	To receive and approve the audited consolidated financial statements of the Company and its
				subsidiaries and the reports	of the directors (the “Directors”) and the auditors of the Company
				for the year ended 31 December 2018.
			2.	(a) To re-elect Ms Shen Tiaojuan as executive Director.
				(b) To re-elect Mr Jin Jianrong		as executive Director.
				(c) To re-elect Professor Pei Ker Wei as independent non-executive Director.
				(d) 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
				2019 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 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 buy back 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 under resolution no.
				5 above to the general mandate granted to the Directors under resolution no. 4 above.
			7.	To approve the adoption of the		New Share Option Scheme (together with the matters more
				particularly set out in the	notice of the Meeting) and		the termination of the Existing Share
				Option Scheme.
					SPECIAL RESOLUTIONS
			8.	To approve the change of	the English name of the Company from “Zhong An			Real Estate
				Limited” to “Zhong An Group Limited” and its dual foreign name from “眾安房產有限公司” to “眾
				安集團有限公司”.
			9.	To amend the memorandum of association and the articles of association of the Company to
				reflect the change in the English name and the dual foreign name of the Company.

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. Aof proxythe annualneed generalnot be ameetingmemberofofthetheCompanyCompany.(theIf “you Meeting wish ”)toor”appointand insertsome thepersonnameotherand thanaddressthe ofChairmanthe personof theappointedMeetinginastheyourspaceproxy,provided.please delete the words “the Chairman

• 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/her 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/her discretion. A proxy will also be entitled to vote at his/her 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/she 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/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.

• 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 10:00 a.m. (Hong Kong time) on Tuesday, 4 June 2019 (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

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