Zhong An Real Estate : Announcements and Notices - Change of Executive Functions and Responsibilities of Directors

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

଺τגପϞࠢʮ̡

ZHONG AN REAL ESTATE LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock code: 672)

CHANGE OF EXECUTIVE FUNCTIONS AND RESPONSIBILITIES OF DIRECTORS

The Board announces that, with effect from 23 August 2018:

• (1) Ms Wang Shuiyun, an executive Director, has been appointed as vice chairman of the Board and members of the Nomination Committee and the Governance Committee of the Board and has ceased to act as the chief executive officer; and

• (2) Mr Zhang Jiangang, an executive Director, has been appointed as the chief executive officer; and

• (3) Mr Jin Jianrong, an executive Director, has been appointed as a member of the Remuneration Committee of the Board.

APPOINTMENT OF VICE CHAIRMAN OF THE BOARD, MEMBERS OF THE NOMINATION COMMITTEE, THE REMUNERATION COMMITTEE AND THE GOVERNANCE COMMITTEE AND CHANGE OF CHIEF EXECUTIVE OFFICER

The board ("Board") of directors ("Directors" and each, a "Director") of Zhong An Real Estate Limited (the "Company", together with its subsidiaries, the "Group") announces that, with effect from 23 August 2018:

• (1) In order to promote the overall business development and strengthen corporate governance of the Group, Ms Wang Shuiyun ("Ms Wang"), an executive Director, has been appointed as vice chairman of the Board and members of the Nomination Committee and the Governance Committee of the Board and has ceased to act as the chief executive officer;

• (2) Mr Zhang Jiangang ("Mr Zhang"), an executive Director, has been appointed as the chief executive officer; and

(3) Mr Jin Jianrong, an executive Director, has been appointed as a member of the Remuneration

Committee of the Board.

Ms Wang has confirmed that there are no other matters relating to her cessation to act as the chief executive officer that need to be brought to the attention of the shareholders of the Company.

The biographical details of Mr Zhang are set out below:

Mr Zhang, aged 48, is an executive Director and a member of the Governance Committee of the Company. He is also the general manager of Hangzhou Zhong'an Service Holding Co., Ltd. (a subsidiary of the Company) and holds directorship in a subsidiary of the Company. He is primarily in charge of the strategy implementation and operation management work. Mr Zhang joined the Group in March 2003. He served as the general manager and vice president of Zhong An Group 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 Milkyway Real Estate. Mr Zhang has 23 years of experience in construction and property development.

Save as disclosed above, as at the date of this announcement, Mr Zhang has not held any other major appointments and qualifications. As at the date of this announcement, Mr Zhang does not (i) have any directorships in any other listed company in the last three years; (ii) hold any other positions with the Company or other members of the Group; and (iii) have any relationship with any Director, senior management, substantial or controlling shareholders (having the meaning ascribed to it in the Rules ("Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Stock Exchange")) of the Company, and is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, there is no further information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters relating to the appointment of Mr Zhang that need to be brought to the attention of the Stock Exchange or the shareholders of the Company.

By order of the Board

Zhong An Real Estate Limited

Shi Kancheng

Chairman

The PRC, 23 August 2018

As at the date of this announcement, the Board comprises Mr Shi Kancheng (Chairman), Ms Wang Shuiyun (Vice Chairman), Ms Shen Tiaojuan, Mr Zhang Jiangang (Chief Executive Officer) and Mr Jin Jianrong as executive Directors; Ms Shen Li as non-executive Director; and Professor Pei Ker Wei, Dr Loke Yu and Mr Zhang Huaqiao as independent non-executive Directors.