Zhong An Real Estate : Announcements and Notices - Proposed Change of Company Name and Proposed Amendments to Constitutional Documents

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଺τגପϞࠢʮ̡

ZHONG AN REAL ESTATE LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock code: 672)

PROPOSED CHANGE OF COMPANY NAME

AND

PROPOSED AMENDMENTS TO

CONSTITUTIONAL DOCUMENTS

SUMMARY

The Board proposes to change the English name of the Company from "Zhong An Real Estate Limited" to "Zhong An Group Limited" and the dual foreign name of the Company from " ଺τג ପϞࠢʮ̡ " to " ଺τණྠϞࠢʮ̡ " subject to the satisfaction of the conditions set out in this announcement below.

The Board also proposes to amend its constitutional documents to reflect the Proposed Change of Company Name.

INTRODUCTION

The board of directors (the "Board") of Zhong An Real Estate Limited (the "Company", together with its subsidiaries, the "Group") proposes to change the English name of the Company from "Zhong An Real Estate Limited" to "Zhong An Group Limited" and the dual foreign name of the Company from " ଺ τגପϞࠢʮ̡ " to " ଺τණྠϞࠢʮ̡ " (the "Proposed Change of Company Name").

A special resolution will be proposed at the forthcoming annual general meeting of the Company (the "Annual General Meeting") to be convened and held as soon as practicable for the shareholders of the Company (the "Shareholders") to consider and, if thought fit, approve the Proposed Change of Company Name.

REASONS FOR THE PROPOSED CHANGE OF COMPANY NAME

The Company's principal activity is investment holding. The principal activities of the Group are property development, leasing and hotel operation.

The Board evaluates from time to time the business strategies of the Group. It is not only dedicated to developing the Group's core businesses but is also dynamic in value creation through diversification into areas that surround and/or service the core businesses of the Group.

With further business development and expansion, the Group's business currently covers multi-business sectors such as property development, commercial leasing, hotel operations, property management, health care, and cultural tourism. The Proposed Change of Company Name will be more in line with the current actual business situation, and will better reflect the Group's future strategic direction and development plan. The Board believes that the above expansion is conducive to the continued development of the Group.

The Board considers that the Proposed Change of Company Name will better demonstrate the Group's corporate identity and commitment to a broader dimension of business development, which is in the overall interests of the Company and the Shareholders.

CONDITIONS FOR THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name is conditional upon:

• (a) the passing of a special resolution by the Shareholders at the Annual General Meeting to approve the Proposed Change of Company Name; and

• (b) the Registrar of Companies in the Cayman Islands granting approval for the use of the proposed new English name and the adoption of the proposed new Chinese name as the dual foreign name of the Company.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date of entry of the new English name and the new dual foreign name of the Company on the register maintained by the Registrar of Companies in the Cayman Islands. The Company will then carry out the necessary filing procedures with the Registrar of Companies in Hong Kong.

EFFECTS OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name will not affect any rights of the holders of ordinary shares (the "Shares") of HK$0.10 each in the Company. All existing share certificates in issue bearing the Company's existing name shall continue to be evidence of title and valid for trading, settlement, registration and delivery for the same number of Shares in the new name of the Company. There will not be any arrangements for free exchange of existing share certificates for new share certificates under the new name of the Company. Once the Proposed Change of Company Name becomes effective, the Shares will be traded under the new stock short name. Any issue of share certificates thereafter will bear the new name of the Company and the securities of the Company will be traded on The Stock Exchange of Hong Kong Limited in the new name.

PROPOSED AMENDMENTS TO THE COMPANY'S CONSTITUTIONAL DOCUMENTS

In view of the Proposed Change of Company Name, the Board also proposes to amend the amended and restated memorandum of association and articles of association of the Company to reflect the Proposed Change of Company Name by replacing all references of "Zhong An Real Estate Limited" therein to

"Zhong An Group Limited" and all references of " ଺τגପϞࠢʮ̡ " therein to " ଺τණྠϞࠢʮ̡ " (the "Proposed Amendments to M&A").

At the Annual General Meeting, a special resolution will also be proposed for the Shareholders to consider and, if thought fit, approve, the Proposed Amendments to M&A. The Proposed Amendments to M&A are conditional upon the Proposed Change of Company Name having been approved by the Shareholders, and shall become effective from the date of issue of the certificate of incorporation on change of name of the Company by the Registrar of Companies in the Cayman Islands.

GENERAL

A circular containing, among others, details of the Proposed Change of Company Name, the Proposed Amendments to M&A and a notice of the Annual General Meeting will be despatched to the Shareholders as soon as practicable.

By order of the Board Zhong An Real Estate Limited

Shi Kancheng

Chairman

The PRC, 25 March 2019

As at the date of this announcement, the Board comprises five executive Directors, namely Mr Shi Kancheng (Chairman), Ms Wang Shuiyun, Mr Zhang Jiangang, Ms Shen Tiaojuan 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.