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Zhong An Group Limited Proxy Solicitation & Information Statement 2025
49381_rns_2025-04-25_5bfd19d9-71e4-43f1-b1b6-ec5dce241f5c.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant, or other professional adviser.
If you have sold or transferred all your shares in Zhong An Group Limited, you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
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)
PROPOSALS FOR THE RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, AND NOTICE OF ANNUAL GENERAL MEETING
Capitalised terms used in this cover page and the first page of this circular shall have the same meanings as those defined in the section headed "DEFINITIONS" of this circular.
A letter from the Board is set out on pages 4 to 8 of this circular. A notice convening the AGM to be held at 4/F, Holiday Inn Xiaoshan Hangzhou, 688 Shanyin Road, Xiaoshan District, Hangzhou, Zhejiang Province, the PRC on Thursday, 5 June 2025 at 10:30 a.m. is set out on pages 18 to 22 of this circular.
A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend the AGM or any adjournment thereof, you are requested to complete the form of proxy and return it to 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 in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. The completion and return of a form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof in person should you so wish.
28 April 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I - BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS
PROPOSED TO BE RE-ELECTED AT THE AGM ... 9
APPENDIX II - EXPLANATORY STATEMENT FOR
THE REPURCHASE MANDATE ... 14
NOTICE OF THE AGM ... 18
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"2024 Annual Report" the 2024 annual report of the Company
"AGM" the annual general meeting of the Company to be held at 4/F, Holiday Inn Xiaoshan Hangzhou, 688 Shanyin Road, Xiaoshan District, Hangzhou, Zhejiang Province, the PRC on Thursday, 5 June 2025 at 10:30 a.m.
"Articles" the third amended and restated articles of association of the Company adopted on 9 June 2022, and as amended from time to time
"Board" the board of Directors
"CCASS" the Central Clearing and Settlement System established and operated by HKSCC
"close associate(s)" has the meaning ascribed to it under the Listing Rules
"Company" Zhong An Group Limited (Stock Code: 672), an exempted company incorporated in the Cayman Islands with limited liability, whose Shares are listed on the Main Board of the Stock Exchange
"controlling shareholder(s)" has the meaning ascribed to it under the Listing Rules
"core connected person(s)" has the meaning ascribed to it under the Listing Rules
"Director(s)" director(s) of the Company from time to time
"Extension Mandate" a general and unconditional mandate proposed to be granted to the Directors at the AGM to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted, issued or dealt with (or sold or transferred out of treasury) under the Issue Mandate
"Group" the Company and its subsidiaries
"HKSCC" Hong Kong Securities Clearing Company Limited
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DEFINITIONS
| “HK$” | Hong Kong dollar(s), the lawful currency of Hong Kong |
|---|---|
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Issue Mandate” | a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue or otherwise deal with additional Shares (including any sale or transfer of treasury Shares out of treasury) not exceeding 20% of the number of issued Shares (excluding treasury Shares) as at the date of passing the relevant resolution |
| “Latest Practicable Date” | 22 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time |
| “PRC” | the People’s Republic of China excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan |
| “Repurchase Mandate” | a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares, the number of which shall not exceed 10% of the number of Shares in issue (excluding treasury Shares) as at the date of passing of the relevant resolution, and to determine such Shares repurchased shall be held as treasury Shares by the Company or otherwise be cancelled |
| “SFO” | the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) |
| “Share(s)” | the ordinary share(s) in the share capital of the Company |
| “Shareholder(s)” | the holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
– 2 –
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DEFINITIONS
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong, as amended from time to time
"treasury Shares"
has the meaning ascribed to it under the Listing Rules
"%"
per cent.
LETTER FROM THE BOARD
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)
Executive Directors:
Mr Shi Zhongan
Mr Zhang Jiangang
Ms Jin Ni
Ms Shi Jinfan
Mr Shen Jiayang
Independent Non-executive Directors:
Professor Pei Ker Wei
Mr Zhang Huaqiao
Mr Fung Che Wai Anthony
Registered Office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Principal place of business
in Hong Kong:
Room 4009, 40/F
China Resources Building
26 Harbour Road
Wanchai, Hong Kong
28 April 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR THE RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, AND NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purposes of this circular are to provide you with information regarding the resolutions to be proposed at the AGM involving, among other things, (1) the re-election of Directors; (2) the grant to the Directors of the Issue Mandate; (3) the grant to the Directors of the Repurchase Mandate; and (4) the grant to the Directors of the Extension Mandate, and to give you notice of the AGM at which resolutions will be proposed for the Shareholders to consider and, if thought fit, approve the aforesaid matters.
LETTER FROM THE BOARD
RE-ELECTION OF RETIRING DIRECTORS
As at the Latest Practicable Date, the executive Directors were Mr Shi Zhongan, Mr Zhang Jiangang ("Mr Zhang"), Ms Jin Ni ("Ms Jin"), Ms Shi Jinfan, Mr Shen Jiayang ("Mr Shen"); and the independent non-executive Directors were Professor Pei Ker Wei ("Professor Pei"), Mr Zhang Huaqiao and Mr Fung Che Wai Anthony.
According to Article 108(A) of the Articles, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years.
According to Article 108(B) of the Articles, the Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
By virtue of Article 108(A) and 108(B) of the Articles, (1) Mr Zhang; (2) Ms Jin; and (3) Professor Pei would retire. Each of them, being eligible, will offer herself/himself for re-election at the AGM.
According to Article 112 of the Articles, any Director appointed to fill a casual vacancy or as an additional Director shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting.
By virtue of Article 112 of the Articles, Mr Shen, who has been appointed by the Board on 31 December 2024, shall hold office until the AGM and he, being eligible, will offer himself for re-election at the AGM.
At the AGM, separate ordinary resolutions set out in resolutions 2A, 2B, 2C and 2D of the notice of the AGM will be proposed to re-elect Mr Zhang, Ms Jin, Mr Shen and Professor Pei as Directors, respectively. The biographical information on each of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular.
In accordance with the terms of reference of the nomination committee of the Company (the "Nomination Committee"), the Nomination Committee has evaluated the performance and the contribution of each of the retiring Directors during the last financial year of the Company and the period thereafter up to the date of evaluation. The Nomination Committee is of the opinion that the performance of each of the retiring Directors was satisfactory.
LETTER FROM THE BOARD
Professor Pei, who is proposed to be re-elected as an independent non-executive Director, has been appointed as an independent non-executive Director since 17 October 2007 and has served on the Board for more than nine years. Pursuant to code provision B.2.3 of the Corporate Governance Code set out in Appendix C1 to the Listing Rules, Professor Pei’s further appointment should be subject to a separate resolution to be approved by the Shareholders. The Nomination Committee had discussed and is of the opinion that throughout Professor Pei’s directorship with the Company (i) he has participated in Board and Board committee meetings to offer impartial views and has consistently demonstrated objectivity in his decision-making and judgement; (ii) he is not involved in any daily management of the Company; and (iii) he is not involved in any relationship or circumstance which would interfere with the exercise of his independent judgment. In addition, he continues to demonstrate the attributes of an independent non-executive director and there is no evidence to suggest that his tenure so far has had any impact on his independence. Having considered the independent nature of his role and duties in his tenure so far, the Nomination Committee considered Professor Pei continues to be independent under Rule 3.13 of the Listing Rules notwithstanding the length of his service. Further, the Nomination Committee is of the view that the continuous appointment of Professor Pei as an independent non-executive Director would be valuable to the Group given his expertise in finance and accounting and his sound knowledge in the Group’s business, and that Professor Pei has the required expertise to continue to contribute to the diversity of the Board and the business strategy of the Group.
Accordingly, the Nomination Committee and the Board proposed to recommend the re-election of Mr Zhang, Ms Jin, Mr Shen and Professor Pei as Directors at the AGM.
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
As the general mandates granted to the Directors to exercise all powers of the Company to allot, issue or deal with and repurchase Shares pursuant to resolutions passed by the Shareholders at the Company’s previous annual general meeting held on 6 June 2024 will lapse at the conclusion of the AGM, the following ordinary resolutions will be proposed at the AGM to renew the grant of these general mandates. The relevant resolutions, in summary, are:
(a) to grant the Issue Mandate to the Directors to enable them to allot, issue or otherwise deal with additional Shares (including any sale or transfer of treasury Shares out of treasury) representing up to 20% of the number of Shares in issue (excluding treasury Shares) as at the date of passing of the relevant resolution;
(b) to grant the Repurchase Mandate to the Directors to enable them to repurchase Shares on the Stock Exchange up to a maximum of 10% of the number of Shares in issue (excluding treasury Shares) as at the date of passing of the relevant resolution; and
LETTER FROM THE BOARD
(c) subject to the passing of the resolutions approving the Issue Mandate and the Repurchase Mandate, to grant the Extension Mandate to the Directors to increase the total number of Shares which may be allotted, issued or dealt with (or sold or transferred out of treasury) under the Issue Mandate by an additional number representing such number of Shares actually repurchased under the Repurchase Mandate.
As at the Latest Practicable Date, the total number of Shares in issue was 5,635,809,800 Shares. Assuming that (i) the resolutions approving the Issue Mandate and the Repurchase Mandate are passed at the AGM and (ii) there is no issue or repurchase of Shares from the Latest Practicable Date and up to the date of the AGM, the Company would be allowed to allot and issue a maximum of 1,127,161,960 Shares under the Issue Mandate and repurchase a maximum of 563,580,980 Shares under the Repurchase Mandate, representing 20% and 10% of the total number of Shares in issue (excluding treasury Shares) as at the date of the AGM, respectively.
Subject to the approval of the above proposals by the Shareholders at the AGM, the Issue Mandate and the Repurchase Mandate will lapse on the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles or any applicable laws of the Cayman Islands to be held; or (iii) at any time when the said mandate is revoked or varied by ordinary resolution of the Company in a general meeting, whichever occurs first.
The explanatory statement providing the requisite information regarding the Repurchase Mandate as required to be sent to Shareholders under the Listing Rules is set out in Appendix II to this circular.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Monday, 2 June 2025 to Thursday, 5 June 2025 (both days inclusive) during which period no transfer of Shares can be registered.
In order to qualify for attending and voting at the AGM to be held on Thursday, 5 June 2025, all duly completed transfer documents accompanied by the relevant share certificates must be lodged with 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 later than 4:30 p.m. on Friday, 30 May 2025.
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LETTER FROM THE BOARD
AGM AND PROXY ARRANGEMENT
The notice convening the AGM is set out in pages 18 to 22 to this circular. At the AGM, ordinary resolutions will be proposed to approve, among other things, the re-election of the Directors, the reappointment of auditor, the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate.
A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend the AGM or any adjournment thereof, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to 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 as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof in person should you so wish.
Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in the notice of the AGM will be voted by poll at the AGM. Results of the poll voting will be published on the Company's website at www.zhongangroughk.com and the website of the Stock Exchange at www.hkexnews.hk as soon as possible after the AGM in accordance with Rule 13.39(5) of the Listing Rules.
Holders of treasury Shares (if any) shall abstain from voting on matters that require shareholders' approval at the Company's general meetings.
RECOMMENDATION
The Directors consider that all the proposed resolutions at the AGM, including but not limited to the re-election of the retiring Directors, the re-appointment of auditor, the granting of the Issue Mandate, the Repurchase Mandate, and the Extension Mandate, are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the proposed resolutions.
GENERAL INFORMATION
Your attention is drawn to the additional information set out in the Appendices to this circular.
Yours faithfully,
By order of the Board
Zhong An Group Limited
Shi Zhongan
Chairman
APPENDIX I
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
(1) MR ZHANG JIANGANG – EXECUTIVE DIRECTOR
Mr Zhang Jiangang (“Mr Zhang”), aged 55, is an executive Director and the chief executive officer of the Company, and serves as a member of the governance committee of the Board. Mr Zhang also holds directorship in certain subsidiaries of the Company. Mr Zhang is primarily in charge of strategy implementation and operation management of the Group.
Mr Zhang joined the Group in March 2003. He had served as the general manager and vice-president of Zhong An Group Co., Ltd. (an indirect non-wholly owned subsidiary of the Company) and the general manager and assistant to the Chairman of Anhui Zhong An Real Estate Co., Ltd. (a subsidiary of the Company). From 1995 to 2003, Mr Zhang served as the office manager, assistant to general manager and vice-general manager of Hangzhou Xiaoshan Milkyway Real Estate Development Co., Ltd. Mr Zhang has over 30 years of experience in construction and property development.
Mr Zhang has entered into a service contract with the Company for a term of three years commencing from 1 November 2022, until terminated in accordance with its terms. Mr Zhang is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the provisions of the Articles and the Listing Rules. Pursuant to such service contract (as revised on 31 December 2024), Mr Zhang is entitled to a basic annual salary of RMB900,000, a discretionary bonus and such other emoluments and benefits as may be determined by and at the discretion of the Board from time to time. The level of Mr Zhang’s emoluments were determined with reference to his qualification, experience, the scope of responsibilities within the Group and the prevailing market conditions. For the year ended 31 December 2024, Mr Zhang received by way of emoluments RMB1,101,000, all of which were covered by such service contract.
Save as disclosed above, Mr Zhang (i) did not hold any other directorship in listed public companies in the last three years preceding the Latest Practicable Date; (ii) does not hold any other positions with the Company or its subsidiaries; (iii) is not connected and has no relationship with the Directors, senior management or substantial or controlling shareholders of the Company; and (iv) did not have, directly or indirectly, any interest in Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.
Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in relation to the proposed re-election of Mr Zhang as an executive Director.
APPENDIX I
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
(2) MS JIN NI – EXECUTIVE DIRECTOR
Ms Jin Ni (“Ms Jin”), aged 49, has been appointed as an executive Director since 3 April 2020, and a member of the remuneration committee of the Board. Ms Jin is responsible for human resources management, administrative management and marketing operation of the Group.
Ms Jin graduated from the Zhejiang University of Technology with a bachelor’s degree in administrative management. She has over 23 years of experience in sales, operation and management of commercial projects. She was the deputy general manager, office manager and deputy sales manager of Zhong An Group Co., Ltd. (an indirect non-wholly owned subsidiary of the Company) from August 1999 to October 2010, the general manager of Hangzhou Zhong An Highlong Commercial Buildings Co., Ltd. (an indirect non-wholly owned subsidiary of the Company) from March 2006 to January 2010, the assistant to the president of the Company from January 2010 to November 2010, the vice president of the Company from July 2011 to May 2014, and the executive director and vice chairlady of the board of directors of CNC from 9 July 2014 to 2 April 2020.
Ms Jin has entered into a service contract with the Company for a term of three years commencing from 31 March 2023 unless and until terminated by either party by serving three months’ prior notice in writing, and is subject to retirement by rotation and re-election at annual general meetings of the Company as stipulated in the Articles and the Listing Rules. Pursuant to such service contract (as revised on 31 December 2024), Ms Jin is entitled to an annual emolument of RMB650,000 and a discretionary annual bonus, and such other emoluments and benefits as may be determined by and at the discretion of the Board. The level of Ms Jin’s emoluments were determined with reference to her background, experience, qualifications, duties and responsibilities within the Group and the prevailing market condition. For the year ended 31 December 2024, Ms Jin received by way of emoluments RMB837,000, all of which were covered by such service contract.
Save as disclosed above, Ms Jin (i) did not hold any other directorship in listed public companies in the last three years preceding the Latest Practicable Date; (ii) does not hold any other positions with the Company or its subsidiaries; (iii) is not connected and has no relationship with the Directors, senior management or substantial or controlling shareholders of the Company; and (iv) did not have, directly or indirectly, any interest in Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.
Save as disclosed, there is no other matter that needs to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in relation to the proposed re-election of Ms Jin as an executive Director.
APPENDIX I
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
(3) MR SHEN JIAYANG – EXECUTIVE DIRECTOR
Mr Shen Jiayang (“Mr Shen”), aged 37, has been appointed as an executive Director and a member of the remuneration committee and governance committee of the Board since 31 December 2024. Prior to joining the Board, Mr Shen has served as the vice president of the Group, a role which he continues to assume. Mr Shen is responsible for overall financial affairs of the Group.
Mr Shen joined the Group since January 2022. Prior to joining the Group, he was an audit manager in Hangzhou Xiaoran Accounting Firm* (杭州蕭然會計師事務所有限公司) from July 2010 to January 2022. Mr Shen is a Chinese Certified Public Accountant since 2015 and China Certified Tax Advisor since 2020. He graduated from Hangzhou Dianzi University Information Engineering College with a bachelor’s degree in Management in 2010.
Mr Shen has entered into a service contract with the Company for a term of three years commencing from 31 December 2024 unless and until terminated by either party by serving three-months’ prior notice in writing, and is subject to retirement by rotation and re-election and other related provisions as stipulated in the Articles and the Listing Rules. Pursuant to such service contract, Mr Shen is entitled to an annual emolument of RMB800,000 and a discretionary annual bonus. The level of Mr Shen’s emoluments were determined by the Board with reference to his background, experience, qualifications, duties and responsibilities with the Group and the prevailing market conditions.
Save as disclosed above, Mr Shen (i) did not hold any other directorship in listed public companies in the last three years preceding the Latest Practicable Date; (ii) does not hold any other positions with the Company or its subsidiaries; (iii) is not connected and has no relationship with the Directors, senior management or substantial or controlling shareholders of the Company; and (iv) did not have, directly or indirectly, any interest in Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.
Save as disclosed, there is no other matter that needs to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in relation to the proposed re-election of Mr Shen as an executive Director.
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APPENDIX I
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
(4) PROFESSOR PEI KER WEI – INDEPENDENT NON-EXECUTIVE DIRECTOR
Professor Pei Ker Wei (“Professor Pei”) (PhD), aged 68, has been an independent non-executive Director since 17 October 2007. He also serves as the chairman of the remuneration committee and the audit committee, and a member of the nomination committee and the governance committee of the Board.
Professor Pei worked as assistant professor, associate professor and professor at Arizona State University, chairman of North America Chinese Accounting Professors Academy and chairman of the global commission of American Accounting Academy. He is currently a member of the American Accounting Academy, he was the Executive Dean of Chinese Programmes at the W.P. Carey School of Business of Arizona State University, U.S. (2012-2018) and Associate Dean of the same school between 2003-2012.
Professor Pei is also serving as an independent non-executive director of Want Want China Holdings Limited, Zhejiang Expressway Co., Ltd. and AIM Vaccine Co., Ltd., the shares of each of which are listed on the Stock Exchange, and he had served as an independent non-executive director of MMG Limited (a company listed on the Stock Exchange) between 2015-2019, and an independent director of Baoshan Iron & Steel Co., Ltd., (a company listed on the Shanghai Stock Exchange), between 2006-2019. Professor Pei received his MBA from the Southern Illinois University, the U.S. in 1981 and PhD from the University of North Texas, the U.S. in 1986. Professor Pei has served as a consultant for a number of multi-national companies, including Motorola Inc., Intel Corporation, Bank of America Corporation, Dial Corporation, Raytheon Company, Cisco Systems Inc. and Honeywell International Inc. Professor Pei is also an external director of China Merchants Group.
Professor Pei has entered into a service contract with the Company pursuant to which he has agreed to act as an independent non-executive Director for a term of two years with effect from 1 November 2023, unless terminated in accordance with its terms, and is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the provisions of the Articles and the Listing Rules. Pursuant to such service contract, Professor Pei is entitled to an annual emolument of RMB336,000 and such other discretionary bonus as may be determined by and at the discretion of the Board from time to time. The level of Professor Pei’s emoluments was determined with reference to his background, qualification, experience, the scope of responsibilities within the Group and the prevailing market conditions. For the year ended 31 December 2024, Professor Pei received by way of emoluments RMB336,000, all of which were covered by such service contract.
APPENDIX I
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Save as disclosed above, Professor Pei (i) did not hold any other directorship in listed public companies in the last three years preceding the Latest Practicable Date; (ii) does not hold any other positions with the Company or its subsidiaries; (iii) is not connected and has no relationship with the Directors, senior management or substantial or controlling shareholders of the Company; and (iv) did not have, directly or indirectly, any interest in Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.
Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in relation to the proposed re-election of Professor Pei as an independent non-executive Director.
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for identification purpose only
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APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
This is the explanatory statement required by Rule 10.06(1)(b) of the Listing Rules to be given to all Shareholders relating to the resolutions to be proposed at the AGM authorising the Repurchase Mandate.
- EXERCISE OF THE REPURCHASE MANDATE
On the basis of 5,635,809,800 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued or repurchased by the Company from the Latest Practicable Date and up to the date of the AGM, exercise in full of the Repurchase Mandate could result in up to 563,580,980 Shares being repurchased by the Company during the period from the passing of the resolution relating to the Repurchase Mandate up to the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held; and (iii) the revocation or variation of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting.
- REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and its Shareholders to seek a general authority from Shareholders to enable the Company to repurchase Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or the earnings per Share. On the other hand, Shares repurchased and held by the Company as treasury Shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the memorandum of association of the Company as amended from time to time, the Articles and the applicable laws of the Cayman Islands.
The Directors are seeking the grant of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. Repurchases of Shares will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders as a whole.
- FUNDING OF REPURCHASES
In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles and the applicable laws of the Cayman Islands. Such funds include profits available for distribution. The repurchase of Shares pursuant to the Repurchase Mandate will be made out of internal funds legally permitted to be utilised in this connection.
APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited accounts as contained in the 2024 Annual Report) in the event that the Repurchase Mandate is exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
4. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
No Directors or (to the best knowledge of the Directors, having made all reasonable enquiries) any of their respective close associates have any present intention, in the event that the Repurchase Mandate is approved and exercised, to sell Shares to the Company. No core connected persons have notified the Company that they have any present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved and exercised.
5. STATEMENT FROM THE DIRECTORS
The Directors will exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the memorandum of association of the Company as amended from time to time, the Articles and the applicable laws of the Cayman Islands. Neither the explanatory statement in this Appendix II nor the proposed share repurchase has any unusual features.
6. STATUS OF REPURCHASED SHARES
Shares repurchased by the Company may be held by the Company as treasury Shares or cancelled as determined by the Directors, depending on the market conditions and the Group's capital management needs at the relevant time of the repurchase.
For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.
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APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
7. TAKEOVERS CODE CONSEQUENCES
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. As at the Latest Practicable Date, Whole Good Management Limited (wholly owned by Mr Shi Zhongan) had interests in or was deemed to be interested under Part XV of the SFO in 3,262,411,200 Shares, representing approximately 57.89% of the issued ordinary share capital of the Company. In the event that the Directors should exercise in full the Repurchase Mandate, their aggregate interests would (assuming that there is no change in relevant circumstances) be increased to approximately 64.32% of the issued ordinary share capital of the Company. As at the Latest Practicable Date, the Directors are not aware of any Shareholder or group of Shareholders acting in concert who may become obliged, on full exercise of the Repurchase Mandate by the Company, to make a mandatory offer to Shareholders under Rules 26 and 32 of the Takeovers Code.
The Directors will use their best endeavours to ensure the Repurchase Mandate will not be exercised to the extent that the number of Shares held by the public would be reduced to less than 25% of the issued share capital of the Company (excluding treasury Shares).
8. SHARE REPURCHASES MADE BY THE COMPANY
Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company’s listed securities during the six months immediately preceding the Latest Practicable Date.
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APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
9. SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 months up to the Latest Practicable Date are as follows:
| | Highest
(HK$) | Lowest
(HK$) |
| --- | --- | --- |
| April 2024 | 0.119 | 0.085 |
| May 2024 | 0.153 | 0.105 |
| June 2024 | 0.135 | 0.109 |
| July 2024 | 0.117 | 0.101 |
| August 2024 | 0.12 | 0.097 |
| September 2024 | 0.142 | 0.098 |
| October 2024 | 0.19 | 0.138 |
| November 2024 | 0.151 | 0.12 |
| December 2024 | 0.127 | 0.11 |
| January 2025 | 0.113 | 0.107 |
| February 2025 | 0.136 | 0.112 |
| March 2025 | 0.173 | 0.145 |
| April 2025 (up to the Latest Practicable Date) | 0.144 | 0.109 |
NOTICE OF THE AGM
京安集团
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)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of the shareholders of Zhong An Group Limited (the “Company”) will 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 following purposes:
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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.
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To re-elect the following directors of the Company:
A. Mr Zhang Jiangang as an executive director of the Company;
B. Ms Jin Ni as an executive director of the Company;
C. Mr Shen Jiayang as an executive director of the Company; and
D. Professor Pei Ker Wei as an independent non-executive director of the Company.
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To authorise the board of directors of the Company to fix the directors’ remuneration.
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To re-appoint Ernst & Young as auditor of the Company and to authorise the board of directors of the Company to fix its remuneration.
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NOTICE OF THE AGM
- As special business to consider and, if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions:
ORDINARY RESOLUTIONS
5.A. “THAT:
(a) subject to paragraph (c), the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or deal with additional ordinary shares (the “Shares”) in the capital of the Company (including any sale or transfer of treasury shares (which has the meaning ascribed to it under the Listing Rules) out of treasury if permitted under the Listing Rules) or securities convertible into such Shares or warrants or similar rights to subscribe for any Shares and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such power after the end of the Relevant Period;
(c) the number of the Shares allotted (or transferred out of treasury) or agreed conditionally or unconditionally to be allotted (or transferred out of treasury) (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of rights of subscription, exchange or conversion under the terms of any warrants or convertible securities issued by the Company or any securities which are exchangeable into Shares; (iii) the exercise of options under the share option scheme of the Company for the time being adopted; or (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of the dividend on the Shares in accordance with the Company’s articles of association, shall not exceed 20% of the number of the Shares in issue (excluding treasury shares) as at the date of passing of this resolution and the said approval shall be limited accordingly; and
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NOTICE OF THE AGM
(d) for the purposes of this resolution:
“Relevant Period” means the period commencing from the date of passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or
(iii) revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.
“Rights Issue” means an offer of shares or securities open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their holdings of such Shares (subject to such exclusions or the arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory outside Hong Kong).
5.B. “THAT:
(a) subject to paragraph (b), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose and, if permitted under the Listing Rules, to determine whether such shares repurchased shall be held as treasury shares by the Company or otherwise be cancelled, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange on which the securities of the Company may be listed as amended from time to time, be and is hereby generally and unconditionally approved;
NOTICE OF THE AGM
(b) the number of the Shares to be repurchased by the Company pursuant to the approval mentioned in paragraph (a) during the Relevant Period shall not exceed 10% of the number of the Shares in issue (excluding treasury shares) as at the date of passing of this resolution and the said approval shall be limited accordingly; and
(c) for the purposes of this resolution:
“Relevant Period” means the period commencing from the date of passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or
(iii) revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.”
5.C. “THAT conditional upon resolutions 5.A and 5.B set out in this notice being passed, the number of the Shares which are repurchased by the Company under the authority granted to the Directors pursuant to resolution 5.B shall be added to the total number of the Shares that may be allotted, issued or dealt with (or sold or transferred out of treasury) or agreed conditionally or unconditionally to be allotted, issued or dealt with (or sold or transferred out of treasury) pursuant to resolution 5.A, provided that the number of the Shares repurchased by the Company shall not exceed 10% of the number of the Shares in issue (excluding treasury shares) as at the date of passing of this resolution.”
By order of the Board
Zhong An Group Limited
Shi Zhongan
Chairman
The People’s Republic of China, 28 April 2025
NOTICE OF THE AGM
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1–1111
Cayman Islands
Principal place of business in Hong Kong:
Room 4009, 40/F,
China Resources Building,
26 Harbour Road
Wanchai, Hong Kong
Notes:
(1) A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company.
(2) In order to be valid, the completed 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 that 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.
(3) The register of members of the Company will be closed from Monday, 2 June 2025 to Thursday, 5 June 2025 (both days inclusive), during which period no transfer of shares will be effected. In order to determine the entitlement to attend and vote at the AGM to be held on Thursday, 5 June 2025, all transfer documents accompanied by the relevant share certificates, must be lodged with 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 for registration not later than 4:30 p.m. on Friday, 30 May 2025.
(4) The Chinese translation of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
As at the date of this notice, the Board comprises five executive Directors, namely Mr Shi Zhongan (Chairman), Mr Zhang Jiangang (Chief Executive Officer), Ms Jin Ni, Ms Shi Jinfan and Mr Shen Jiayang; and three independent non-executive Directors, namely Professor Pei Ker Wei, Mr Zhang Huaqiao and Mr Fung Che Wai Anthony.
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