Zhong An Group Limited — Proxy Solicitation & Information Statement 2025

Apr 25, 2025

众安集团

ZHONG AN GROUP

眾安集團有限公司

Zhong An Group Limited

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 672)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

(or any adjournment thereof)

I/We (Note 1)

of

being the registered holder(s) of (Note 2) _______ shares in the capital of the abovenamed company ("Company") HEREBY APPOINT (Note 3) the Chairman of the meeting, or

of _______ as my/our proxy to attend the annual general meeting (the "AGM") (and at any adjournment thereof) of the Company to be held at 4/F, Holiday Inn Xiaoshan Hangzhou, 688 Shanyin Road, Xiaoshan District, Hangzhou, Zhejiang Province, the People's Republic of China on Thursday, 5 June 2025 at 10:30 a.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the AGM (the "Notice of the AGM") and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

Ordinary Resolutions		For (Note 4)	Against (Note 4)
1.	To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended 31 December 2024.
2.	A. To re-elect Mr Zhang Jiangang as an executive director of the Company.
	B. To re-elect Ms Jin Ni as an executive director of the Company.
	C. To re-elect Mr Shen Jiayang as an executive director of the Company.
	D. To re-elect Professor Pei Ker Wei as an independent non-executive director of the Company.
3.	To authorise the board of directors of the Company to fix the directors' remuneration.
4.	To re-appoint Ernst & Young as auditor and to authorise the board of directors of the Company to fix its remuneration.
5.	A. To grant a general mandate to the directors to allot, issue and deal with additional ordinary shares of the Company (including any sale or transfer of treasury shares of the Company out of treasury).*
	B. To grant a general mandate to the directors to repurchase ordinary shares of the Company and to determine whether such Shares of the Company repurchased shall be held as treasury shares of the Company or be cancelled.*
	C. To add the number of the ordinary shares of the Company repurchased by the Company under the authority granted to the directors under resolution 5.B to the total number of shares of the Company that may be allotted by the directors under resolution 5.A.*

• For the full text of the proposed resolutions, please refer to the Notice of the AGM as contained in the Circular.

Dated this __ day of __ 2025.

Signature(s) (Note 5)

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Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares of the Company registered in your name(s). 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. If any proxy other than the Chairman of the meeting is appointed, delete the words "the Chairman of the meeting, or" and insert the name and address of the proxy desired in the space provided. The proxy need not be a member of the Company but must attend the AGM in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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 your vote at his/her discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those set out in the Notice of the AGM.
5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorised.
6. Where there are joint registered holders of any share(s), any one of such persons may vote at the AGM, either personally or by proxy, in respect of such share(s) as if he were solely entitled thereto, but if more than one of such joint holders is present at the AGM, personally or by proxy, then the holder so present whose name stands first on the register in respect of such share(s) shall alone be entitled to vote in respect thereof.
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 a notarially certified copy of such power of attorney or other authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.

PERSONAL INFORMATION COLLECTION STATEMENT

"Personal Data" in this statement has the same meaning as "Personal Data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO").

Your supply of your and your proxy's (or proxies') name(s) and address(es) is for the purposes of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the meeting of the Company (the "Purposes"). Such information will be transferred to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited and/or other companies or bodies which provide(s) administrative, computer or other services to the Company for use in connection with the Purposes 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. Request for access to and/or correction of the relevant Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing by mail to the Company at Room 4009, 40/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong or Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (marked for the attention of the Personal Data Privacy Officer).