ZhongAn Online P & C Insurance : POLL RESULTS OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2019 HELD ON FRIDAY, DECEMBER 27, 2019

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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)

POLL RESULTS OF THE FIRST EXTRAORDINARY GENERAL MEETING

OF 2019 HELD ON FRIDAY, DECEMBER 27, 2019

The board of directors (the "Board" or "Board of Directors") of ZhongAn Online P & C Insurance Co., Ltd. (the "Company") is pleased to announce that, at the first extraordinary general meeting of 2019 (the "EGM") of the Company held on Friday, December 27, 2019, the proposed resolutions as set out in the notice of the EGM dated November 12, 2019 and the supplemental notice of the EGM dated November 22, 2019 were duly passed by the shareholders of the Company (the "Shareholders") by way of poll. The poll results are as follows:

		Ordinary Resolutions			Number of Votes (Approximate %)
				For	Against	Abstain
1.	To consider and approve the adjustment to	1,180,021,630	2,775,500	0
	the	emoluments	of		independent	(99.77%)	(0.23%)	(0.00%)
	non-executive directors of the Company.
2.	THAT
	2.1	the revised	annual	cap	for the	981,021,630	2,775,500	0
		continuing connected	transactions	(99.72%)	(0.28%)	(0.00%)
		under	the	Online	Platform
		Cooperation Framework Agreement
		(as defined in the supplemental
		circular of the Company dated
		November	22,	2019)	(the
		"Supplemental Circular") and the
		transactions		contemplated
		thereunder, be and are hereby
		approved, confirmed and ratified;

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Ordinary Resolutions

Number of Votes (Approximate %)

For

Against

Abstain

2.2

the

New

Online

Platform

981,021,630

2,775,500

0

Cooperation Framework Agreement

(99.72%)

(0.28%)

(0.00%)

(as defined in the Supplemental

Circular)

and

the

transactions

contemplated

thereunder (including

the Ant Financial Annual Caps), be

and are hereby approved, confirmed

and ratified;

2.3

the Auto Co-insurance

Cooperation

1,030,021,630

2,775,500

0

Agreements

(as

defined

in

the

(99.73%)

(0.27%)

(0.00%)

Supplemental

Circular)

and

the

transactions

contemplated

thereunder (including the Ping An

Annual Caps), be and are hereby

approved,

confirmed

and

ratified;

and

2.4

any one director of the Company be

831,021,630

2,775,500

0

and are hereby generally and

(99.67%)

(0.33%)

(0.00%)

unconditionally authorized to do all

such further acts and things and to

sign and execute all such other or

further documents and to take all

such steps as he/she may consider

necessary,

desirable, appropriate

or

expedient to implement and/or give

effect to or otherwise in connection

with each of the New Online

Platform

Cooperation

Framework

Agreement

and

the

Auto

Co-insurance

Cooperation

Agreements

and

the

transactions

respectively

contemplated

thereunder, and the Further Revised

Ant

Financial

Online

Platform

Annual Cap.

Notes:

1. As more than half of the votes were cast in favour of each of the resolutions numbered 1 and 2 above, such resolutions were duly passed as ordinary resolutions.
2. As at the date of the EGM, the total number of shares of the Company in issue was 1,469,812,900 shares (of which 1,000,000,000 were domestic shares and 469,812,900 were H shares).

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1. The total number of shares entitling the Shareholders to attend and vote on the resolution numbered 1 was 1,000,000,000 domestic shares and 469,812,900 H shares. A total of 2 domestic Shareholders or authorized proxies, holding an aggregate of 1,000,000,000 domestic shares, representing approximately 68.04% of the total shares of the Company with voting rights, attended the EGM. A total of 1 H Shareholder or authorized proxy, holding an aggregate of 182,797,130 H shares, representing approximately 12.44% of the total shares of the Company with voting rights, attended the EGM.
2. The total number of shares entitling the Shareholders to attend and vote on the resolutions numbered 2.1 and 2.2 was 801,000,000 domestic shares and 469,812,900 H shares. A total of 2 domestic Shareholders or authorized proxies, holding an aggregate of 801,000,000 domestic shares, representing approximately 63.03% of the total shares of the Company with voting rights, attended the EGM. A total of 1 H Shareholder or authorized proxy, holding an aggregate of 182,797,130 H shares, representing approximately 14.38% of the total shares of the Company with voting rights, attended the EGM.
3. The total number of shares entitling the Shareholders to attend and vote on the resolution numbered 2.3 was 850,000,000 domestic shares and 469,812,900 H shares. A total of 2 domestic Shareholders or authorized proxies, holding an aggregate of 850,000,000 domestic shares, representing approximately 64.40% of the total shares of the Company with voting rights, attended the EGM. A total of 1 H Shareholder or authorized proxy, holding an aggregate of 182,797,130 H shares, representing approximately 13.85% of the total shares of the Company with voting rights, attended the EGM.
4. The total number of shares entitling the Shareholders to attend and vote on the resolution numbered 2.4 was 651,000,000 domestic shares and 469,812,900 H shares. A total of 2 domestic Shareholders or authorized proxies, holding an aggregate of 651,000,000 domestic shares, representing approximately 58.08% of the total shares of the Company with voting rights, attended the EGM. A total of 1 H Shareholder or authorized proxy, holding an aggregate of 182,797,130 H shares, representing approximately 16.31% of the total shares of the Company with voting rights, attended the EGM.
5. As stated in the Supplemental Circular, Ant Small and Micro Financial Services Group Co., Ltd. (浙江螞蟻小微金融服務集團股份有限公司) and its associates (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules")), who were interested in, controlled and were entitled to exercise control an aggregate 199,000,000 domestic shares as at the date of the EGM, have abstained from voting on the resolutions numbered 2.1, 2.2 and 2.4 at the EGM. Ping An Property and Casualty Insurance Company of China, Ltd. (中國平安財產保險股份有限公司) and its associates (as defined in the Listing Rules), who were interested in, controlled and were entitled to exercise control an aggregate 150,000,000 domestic shares as at the date of the EGM, have abstained from voting on the resolutions numbered 2.3 and 2.4 at the EGM.
6. Save as disclosed above, there were no shares entitling the Shareholders to attend and abstain from voting in favour of the resolutions at the EGM as set out in rule 13.40 of the Listing Rules.
7. Save as disclosed above, no Shareholder was required under the Listing Rules to abstain from voting on the resolutions at the EGM.

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1. Save as disclosed above, none of the Shareholders have stated their intention in the Company's circular of the EGM dated November 12, 2019 or the Supplemental Circular to vote against or to abstain from voting on the resolutions at the EGM.
2. The Company's representatives of shareholders, Ms. Yishu Hong and Ms. Yongli Shen, and supervisor, Ms. Baoyan Gan, acted as the vote counters at the EGM. The H share registrar, Tricor Investor Services Limited, acted as the scrutineer for the vote-taking at the EGM.

By Order of the Board of Directors

ZhongAn Online P & C Insurance Co., Ltd.

Yaping Ou

Chairman

Shanghai, the PRC, December 27, 2019

As at the date of this announcement, the Board 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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