ZhongAn Online P & C Insurance : SUPPLEMENTAL PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, DECEMBER 27, 2019

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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)

Number of shares to which this supplemental proxy form relates (Domestic shares/H shares)(Note 1)

SUPPLEMENTAL PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON FRIDAY, DECEMBER 27, 2019

I/We(Note 2)

of

being the registered holder(s) of_ domestic shares/H shares(Note 3) of RMB1.00 each in the share capital of ZhongAn Online P & C Insurance Co., Ltd. (the "Company") hereby appoint the

Chairman of the AGM(Note 4) or

of

as my/our proxy attend and act for me/us at the annual general meeting of the Company to be held at Conference Room 1, 2/F, 219 Yuanmingyuan Road, Huangpu District, Shanghai, the PRC on Friday, December 27, 2019 at 10:00 a.m. (the "EGM") (or any adjournment thereof) for the purposes of considering and, if thought fit, approving the resolutions as set out in the notice

and supplemental notice of the EGM and at the EGM (and any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below(Note 5).

Ordinary Resolution

For(Note 5)

Against(Note 5)

Abstain(Note 5)

1.

To consider and approve the adjustment to the emoluments of

independent non-executive directors of the Company.

2.

THAT

2.1

the revised annual cap for the continuing connected

transactions 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;

2.2

the New Online Platform

Cooperation

Framework

Agreement (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 Agreements (as

defined in the 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 and are hereby

generally and 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.

Date:

Signature(s)(Note 6):

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

Notes:

1. Please insert the number of shares registered under your name(s) and select the class of shares (delete as appropriate) to which this supplemental proxy form relates. If no number of shares is inserted and no class of shares is selected, this supplemental proxy form will be deemed to relate to all the shares in the Company registered in your name(s).
2. Please insert full name(s) and address(es) (as registered in the register of members of the Company) in BLOCK LETTERS.
3. Please insert the number of shares registered under your name(s) and select the class of shares (delete as appropriate) to which this supplemental proxy form relates. If no number of shares is inserted and no class of shares is selected, this supplemental proxy form will be deemed to relate to all the shares in the Company registered in your name(s).
4. If any proxy other than the chairman of the EGM is preferred, strike out the words "the Chairman of the EGM or" and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in his stead. Such proxies may only exercise their voting rights in a poll. A proxy need not be a shareholder of the Company but must attend the EGM in person to represent you. ANY ALTERATION MADE TO THIS SUPPLEMENTAL PROXY
   FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.
5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED "For". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED "Against". IF YOU WISH TO ABSTAIN, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED "Abstain". Failure to complete any or all the boxes will entitle your proxy to vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM. Any vote which is not filled or filled wrongly or with unrecognisable writing or not casted will be deemed as having been waived by you and the corresponding vote will be counted as "Abstained".
6. This supplemental proxy form must be signed by you or your representative duly authorised in writing. In case of a corporation, the same must bear the official stamp or the signature of its directors or representatives duly authorised. If this supplemental proxy form is signed by another person authorised by the shareholder, the power of attorney authorising the signature or other authorisation document must be notarised.
7. In case of joint holders of any shares, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such shares as if he is solely entitled thereto. However, if more than one of such joint holders are present at the EGM, either personally or by proxy, the vote of the joint holder whose name stands first on the register of members in respect of such shares, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holder(s).
8. To be valid, this supplemental proxy form together with the notarised power of attorney or other authorisation document (if any) should be lodged with the Company's H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (for holders of H shares of the Company) or the Company's office of the board of directors at 4-5/F, Associate Mission Building, 169 Yuanmingyuan Road, Shanghai, the PRC (for holders of domestic shares of the Company) not less than 24 hours before the time fixed for the holding of the EGM (i.e. before 10:00 a.m. on Thursday, December 26, 2019) or any adjournment thereof (as the case may be). Completion and return of a proxy form will not preclude a shareholder from attending and voting in person at the EGM or any adjournment thereof if he so wishes. In such event, the instrument appointing a proxy shall be deemed to be revoked.
9. (a) If any shareholder of the Company has not yet lodged the proxy form sent together with the circular dated November 12, 2019 (the "Original Proxy Form") according to the instructions in the notice of the EGM dated November 12, 2019 (the "Original Notice") and wishes to appoint a proxy to attend the EGM on his or her behalf, he or she is required to lodge the supplemental proxy form. In this case, the shareholder shall not lodge the Original Proxy Form.
10. 1. For any shareholder who has lodged the Original Proxy Form with the Company's H share registrar or the Company's office of the board of directors, please note that:
    2. 1. if no supplemental proxy form is lodged with the Company's H share registrar or the Company's office of the board of directors, the Original Proxy Form will be treated as a valid proxy form lodged by the shareholder if duly completed. The proxy so appointed by the shareholder will be entitled to vote at his or her discretion or to abstain from voting on the resolutions properly put to the EGM other than those referred to in the Original Notice and the Original Proxy Form;
       2. if the supplemental proxy form is lodged with the Company's H share registrar or the Company's office of the board of directors at or before 10:00 a.m. on Thursday, December 26, 2019, the supplemental proxy form, whether duly completed or not, will revoke and supersede the Original Proxy Form previously lodged by the shareholder. The supplemental proxy form will be treated as a valid proxy form if duly completed; and
       3. if the supplemental proxy form is lodged with the Company's H share registrar or the Company's office of the board of directors after 10:00 a.m. on Thursday, December 26, 2019, the supplemental proxy form will be deemed invalid. It will not revoke the Original Proxy Form previously lodged by the shareholder. The Original Proxy Form will be treated as a valid proxy form if duly completed. The proxy so appointed by the shareholder will be entitled to vote at his or her discretion or to abstain from voting on the resolutions properly put to the EGM other than those referred to in the Original Notice and the Original Proxy Form.
11. The EGM is expected to last for half a day. Shareholders or their proxies attending the EGM (or any adjournment thereof) shall produce their identity documents. Shareholders or their proxies attending the EGM shall be responsible for their own travelling and accommodation expenses.
12. The full description of the ordinary resolutions and the special resolution proposed to be considered and approved at the EGM are set out in the notice of EGM and circular dated November 12, 2019 and the supplemental notice of EGM and supplemental circular dated November 22, 2019, which are also available on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.zhongan.com).
13. References to time and dates in this supplemental proxy form are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the EGM of the Company (the' Purposes'). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us 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 Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.