ZhongAn Online P & C Insurance : REVISION OF ANNUAL CAP OF CONTINUING CONNECTED TRANSACTIONS ANNUAL CAP EXCEEDED

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眾 安 在 綫 財 產 保 險 股 份 有 限 公 司

ZHONGAN ONLINE P & C INSURANCE CO., LTD.*

(A joint stock limited company incorporated in the People's Republic of China with limited

liability and carrying on business in Hong Kong as "ZA Online Fintech P & C")

(Stock Code: 6060)

REVISION OF ANNUAL CAP OF CONTINUING CONNECTED

TRANSACTIONS ANNUAL CAP EXCEEDED

Reference is made to the continuing connected transactions pursuant to the asset management agreements entered into between the Company and Ping An Asset Management, a subsidiary of Ping An Group (Ping An Insurance (Group) Co. of China, Ltd. and its subsidiaries), which in turn is a connected party of the Company by virtue of it being its substantial shareholder. Ping An Asset Management agreed to provide asset management services to the Company. Details of the Arrangement have been disclosed in the section headed "Relationship with Connected Persons" in the Prospectus and the Company's announcements dated October 24, 2019 and December 18, 2019.

REVISION OF ORIGINAL ANNUAL CAP

As disclosed in the Company's announcement dated October 24, 2019, the annual cap relating to the Arrangement was revised to RMB59 million for the year ended December 31, 2019 (i.e. the Original Annual Cap).

Despite the Company having robust internal controls to estimate and control the transaction amount payable to Ping An Asset Management under the Arrangement that led to a revision of the annual cap as disclosed in the Company's announcement dated October 24, 2019, the Original Annual Cap was exceeded primarily due to the unexpected strong asset performance in light of the bullish investment environment in late 2019, which was neither foreseeable by the Company nor within its control. As a result of the unexpectedly strong asset performance, the Group is expected to record a much higher level of profit relating to the asset management under the Arrangement by Ping An Asset Management for the year ended December 31, 2019 which was not foreseeable by the Company when it revised the annual cap on October 24, 2019.

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The assets under the Arrangement were managed by a professional party in the space of asset management (i.e. Ping An Asset Management) according to its internal investment policies and strategies and Ping An Asset Management is not required to notify the Company prior to executing any investment activities, which in turn made it difficult for the Company to estimate in advance any material change to the fees payable in special circumstances. In particular, the Company understands that numerous transactions were conducted during the last few days of 2019 to capture investment gains, which in turn led to an unexpected increase of the relevant fees payable to Ping An Asset Management.

The ultimate fees payable to Ping An Asset Management for the year ended December 31, 2019 after numerous discussions, verifications, validations and calculations have preliminarily been concurred by the Company and Ping An Asset Management as at the date of this announcement but remain subject to audit by the Company's auditors and review by the Company's audit committee as required by the Listing Rules. Discussion and negotiation between the parties relating to the fees payable for the year ended December 31, 2019 took some time because both parties must validate and agree on what should be recognized and included in the calculation of the relevant fees payable to Ping An Asset Management. Given that there are reasons to believe that the Original Annual Cap will be exceeded, the annual cap relating to the Arrangement will be increased from RMB59 million to RMB80 million (i.e. the Revised Annual Cap).

The Directors (including the independent non-executive Directors), are of the view that the Revised Annual Cap is fair and reasonable and in the interests of the Company and its Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

The applicable percentage ratios in relation to the Revised Annual Cap for the transactions contemplated under the Arrangement for the year ended December 31, 2019 exceeded 0.1% but did not exceed 5%. Pursuant to Rule 14A.54 of the Listing Rules, the Company should have complied with the announcement requirement under Chapter 14A of the Listing Rules before December 31, 2019 (i.e. before the Original Annual Cap was exceeded). The Company has failed to do so which constitutes a breach of Rule 14A.54 of the Listing Rules.

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DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the meanings set out below:

"Arrangement"	the asset management services provided by Ping An
	Asset Management to the Company
"Board"	the board of Directors of the Company
"Company"	ZhongAn Online P & C Insurance Co., Ltd.* (眾安
	在綫財產保險股份有限公司), a joint stock limited
	company incorporated in the PRC with limited
	liability and carrying on business in Hong Kong as
	"ZA Online Fintech P & C" whose shares are listed
	on the Main Board of the Stock Exchange (stock
	code: 6060)
"connected person(s)"	has the meaning ascribed to it under the Listing
	Rules
"continuing connected	has the meaning ascribed to it under the Listing
transaction(s)"	Rules
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of
	the PRC
"Listing Rules"	the Rules Governing the Listing of Securities on
	The Stock Exchange of Hong Kong Limited (as
	amended and supplemented from time to time)
"Original Annual Cap"	the original annual cap for the continuing
	connected transactions under the Arrangement for
	the year ended December 31, 2019 as disclosed in
	the Company's announcement dated October 24,
	2019
"Ping An Asset	Ping An Asset Management Co., Ltd. (平安資產管
Management"	理有限責任公司), a company established in May
	2005 in the PRC and a subsidiary of Ping An
	Insurance

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"Ping An Insurance"	Ping An Insurance (Group) Co. of China, Ltd.
	(中國平安保險(集團)股份有限公司), a joint stock
	limited company incorporated in the PRC on March
	21, 1988 listed on Main Board of the Stock
	Exchange (stock code: 02318) and the Shanghai
	Stock Exchange (stock code: 601318), and one of
	the Company's substantial shareholders
"PRC"	People's Republic of China
"Prospectus"	the prospectus issued by the Company on
	September 18, 2017 in connection with its global
	offering
"Revised Annual Cap"	the revised annual cap for the continuing connected
	transactions under the Arrangement for the year
	ending December 31, 2019
"RMB"	Renminbi, the lawful currency of the PRC
"Shareholders"	shareholders of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial shareholder"	has the meaning ascribed to it under the Listing
	Rules
"subsidiary(ies)"	has the meaning ascribed to it under the Listing
	Rules
"%"	per cent
	By Order of the Board
	ZhongAn Online P & C Insurance Co. Ltd.
	Yaping Ou
	Chairman

China Shanghai, February 16, 2020

As at the date of this announcement, the board of directors of the Company comprises three executive directors, namely Mr. Yaping Ou (chairman), Mr. Jin Chen and Mr. Hugo Jin Yi Ou, five non-executive directors, namely Mr. Xinyi Han, Mr. Jimmy Chi Ming Lai, Mr. Xiaoming Hu, Mr. Liangxun Shi and Mr. Ming Yin and five independent non-executive directors, namely Mr. Shuang Zhang, Ms. Hui Chen, Mr. Yifan Li, Mr. Ying Wu and Mr. Wei Ou.

• For identification purposes only and carrying on business in Hong Kong as "ZA Online Fintech P & C"

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