Zhong An Real Estate : Announcements and Notices - Notice of Extraordinary General Meeting

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眾安房產有限公司

ZHONG AN REAL ESTATE LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock code: 672) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Zhong An Real Estate Limited (the "Company") will be held at 10:00 a.m. on Wednesday, 27 September 2017 at Conference Room 4, 4/F., Holiday Inn Xiaoshan Hangzhou, 688 Shanyin Road, Xiaoshan District, Hangzhou, Zhejiang Province, the People's Republic of China, to consider and, if thought fit, pass the following ordinary resolutions (with or without modification): ORDINARY RESOLUTIONS

1. " THAT the authorised share capital of the Company be and is hereby increased from HK$400,000,000 comprising 4,000,000,000 ordinary shares (each a "Share" and together, the "Shares") of par value of HK$0.10 each in the capital of the Company to HK$1,000,000,000 comprising 10,000,000,000 Shares by the creation of an additional 6,000,000,000 Shares, such additional Shares to rank equally in all respects with the existing issued and unissued Shares."

2. "THAT subject to the passing of Resolution No. 1 set out above and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting the approval for the listing of, and permission to deal in, the Bonus Shares (as defined in paragraph (a) below) to be issued pursuant to this resolution:

3. the bonus issue of Shares (the "Bonus Shares"), which shall rank equally in all respects with the existing issued Shares (including the entitlement to dividends and other distributions the record date for which is on or after the date of issue and allotment thereof), on the basis of one Bonus Share for every one existing Share held by the holders thereof whose names appear in the register of members of the Company at the close of business on Wednesday, 4 October

   2017 (or such other record date as the Directors may approve) (the "Record Date") by way of capitalization of the amount equal to the total par value of the Bonus Shares standing to the credit of the share premium account of the Company (the "Bonus Issue") be and is hereby approved;

4. the capitalization of the amount equal to the aggregate par value of the Bonus Shares standing to the credit of the share premium account of the Company be and is hereby approved and the Directors be and are hereby authorised to apply such amount to pay up in full the Bonus Shares to be issued at par of HK$0.10 each under the Bonus Issue;

5. the Directors be and is hereby authorised to issue, allot and distribute the Bonus Shares, which are credited as fully paid, to the members of the Company, whose names appear in the register of members at the close of business on the Record Date according to the basis of the Bonus Issue set out in (a) above except that no Bonus Share shall be issued to the member(s) of the Company whose address(es) as recorded in the register of members of the Company at the close of business on the Record Date are in jurisdictions outside Hong Kong and in respect of whom the Directors consider the exclusion thereof from the Bonus Issue to be necessary or expedient in accordance with the Rules Governing the Listing of Securities on the Stock Exchange and the memorandum of association and the articles of association of the Company (the "Non- Qualifying Shareholders");

6. the Directors be and are hereby authorised to (i) arrange for the Bonus Shares which would otherwise have been issued to the Non-Qualifying Shareholders (if any) as referred to in Resolution 2(c) to be sold in market as soon as practicable after the commencement of dealing in the Bonus Shares; (ii) distribute the net proceeds (after deduction of related expenses) therefrom in Hong Kong dollars to such Non-Qualifying Shareholders prorated to their respective shareholdings by cheque sent to their addresses as recorded in the register of members of the Company on the Record Date by ordinary post at their own risk provided that the relevant individual Non-Qualifying Shareholders' proportionate share of such net proceeds exceeds HK$100; and (iii) retain the individual Non-Qualifying Shareholders' proportionate share of such net proceeds of HK$100 or less for the benefit of the Company;

7. the Directors be and are hereby authorised to deal with the fractional entitlements arising from the Bonus Issue as referred to in Resolution 2(c) including, without limitation, the aggregation and sale of the Bonus Shares representing such fractional entitlements and retaining the net proceeds therefrom for the benefit of the Company; and

8. the Directors be and are hereby authorised to do all acts and things as may be necessary and expedient in connection with the Bonus Issue."

Yours faithfully

By order of the Board

ZHONG AN REAL ESTATE LIMITED

眾安房產有限公司

Shi Kancheng

Chairman

Hong Kong, 8 September 2017

Notes:

1. CLOSURE OF REGISTER OF MEMBERS OF THE COMPANY

   The register of members of the Company will be closed during the following periods:

2. for the purpose of determining members of the Company who are entitled to attend and vote at the EGM, the register of members will be closed from Monday, 25 September 2017 to Wednesday, 27 September 2017 (both days inclusive), during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the EGM, all transfers of Shares, accompanied by the relevant share certificates, must be duly lodged with the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Friday, 22 September 2017; and

3. for the purpose of determining members of the Company who are qualified for the entitlement to the Bonus Issue, the register of members will be closed on Wednesday, 4 October 2017, during which no transfer of Shares will be effected. In order to qualify for the entitlement to the Bonus Issue, all transfers of Shares, accompanied by the relevant share certificates, must be duly lodged with the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 3 October 2017.

4. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and on a poll vote instead of him. A proxy need not be a member of the Company.

5. In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, must be deposited with the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time fixed for holding the EGM (i.e. at or before 10:00 a.m. on Monday, 25 September 2017 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude any member from attending and voting in person at the EGM or any adjourned meeting thereof should he so wish.

6. In the case of joint holders of Shares, any one of such persons may vote, either personally or by proxy in respect of such Share, provided that if more than one of such joint holders be present at the EGM (or any adjournment thereof) personally or by proxy, the more senior shall alone be entitled to vote and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand in the register of members in respect of the joint holding.

7. The form of proxy for use at the EGM is being despatched to the members of the Company together with a copy of this notice.

As at the date of this notice, the Board comprises five executive Directors, namely Mr Shi Kancheng (Chairman), Ms Wang Shuiyun, Ms Shen Tiaojuan, Mr Zhang Jiangang and Mr Jin Jianrong, one non- executive Director, namely Ms Shen Li and three independent non-executive Directors, namely Professor Pei Ker Wei, Dr Loke Yu and Mr Zhang Huaqiao.