Zhong An Real Estate : Circulars - (1) General Mandates to Issue and Buy-back Shares, (2) Re-election of Directors, (3) Proposed Adoption of New Share Option Scheme, (4) Proposed Change of Company Name, (5) Proposed Amendments to the Constitutional Documents and (6) Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Zhong An Real Estate Limited（眾安房產有 限公司）, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

ZHONG AN REAL ESTATE LIMITED

眾 安 房 產 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 672)

(1)GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES,

(2)RE-ELECTIONOF DIRECTORS,

(3)PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME,

(4)PROPOSED CHANGE OF COMPANY NAME,

(5)PROPOSED AMENDMENTS TO THE CONSTITUTIONAL DOCUMENTS AND

(6)NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Conference Room 4, 4/F., Holiday Inn Xiaoshan Hangzhou, 688 Shanyin Road, Xiaoshan District, Hangzhou, Zhejiang Province, the PRC at 10:00 a.m. (Hong Kong time) on Thursday, 6 June 2019 is set out on pages N-1 to N-7 of this circular.

A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with this circular for despatch to the Shareholders. Whether or not you intend to attend the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Branch Share Registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event not later than 48 hours before the time for holding the Annual General Meeting (that is, 10:00 a.m. (Hong Kong time) on Tuesday, 4 June 2019) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

16 April 2019

		CONTENTS
			Page
Definitions . . .	. .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
Letter from the Board
Introduction .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Grant of General Mandate, Buy-back Mandate and Extension Mandate . . . . . . . .			7
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			8
Proposed Adoption of New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . .			9
Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			14
Proposed Amendments to the Constitutional Documents . . . . . . . . . . . . . . . . . . . .			15
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			16
Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			16
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			17
Closure of Register of Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			17
Document(s) available for inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			17
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			17
Appendix I	-	Explanatory Statement for the Buy-back Mandate . . . . . . . . . . .	I-1
Appendix II	-	Details of the Directors proposed to be re-elected
		at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
Appendix III	-	Principal terms of the New Share Option Scheme . . . . . . . . . . . .	III-1
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			N-1

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"Adoption Date"	the date of adoption of the New Share Option Scheme
	by the Shareholders
"Annual General Meeting"	the annual general meeting of the Company to be
	convened and held at Conference Room 4, 4/F.,
	Holiday Inn Xiaoshan Hangzhou, 688 Shanyin Road,
	Xiaoshan District, Hangzhou, Zhejiang Province, the
	PRC on Thursday, 6 June 2019 at 10:00 a.m. (Hong
	Kong time) or any adjournment thereof (as the case
	may be), the notice of which is set out on pages N-1 to
	N-7 of this circular
"Articles" or "Articles of	the amended and restated articles of association of the
Association"	Company currently in force
"associate(s)"	has the same meaning as ascribed to it under the
	Listing Rules
"Board"	the board of Directors
"Branch Share Registrar"	Tricor Investor Services Limited, the branch share
	registrar and transfer office of the Company in Hong
	Kong
"Business Day"	any day on which the Stock Exchange is open for
	business of dealing in securities
"Buy-back Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to enable them to buy-back
	Shares, the aggregate number of which shall not exceed
	10% of the aggregate number of Shares in issue as at
	the date of passing of the relevant resolution at the
	Annual General Meeting
"close associate(s)"	has the same meaning as ascribed to it under the
	Listing Rules
"Companies Law"	the Companies Law, Cap. 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands
"Company"	Zhong An Real Estate Limited（眾安房產有限公司）, an
	exempted company incorporated in the Cayman Islands
	with limited liability, the issued shares of which are
	listed on the main board of the Stock Exchange

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	DEFINITIONS
"Constitutional Documents"	the Memorandum and the Articles of Association
"core connected person(s)"	has the same meaning as ascribed to it under the
	Listing Rules
"Director(s)"	the director(s) of the Company, and in relation to the
	New Share Option Scheme, the directors of any entity
	in which any member of the Group holds any equity
	interest, including executive and non-executive
	director(s)
"Eligible Participant(s)"	the classes of participants (as more particularly referred
	to in paragraph (2) of Appendix III - "Principal Terms
	of the New Share Option Scheme" to this circular) who
	are eligible to participate in the New Share Option
	Scheme
"Existing Share Option	the share option scheme currently in force and adopted
Scheme"	by the Company on 15 May 2009 and to be expired on
	14 May 2019
"Extension Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to the effect that any Shares
	bought back under the Buy-back Mandate will be
	added to the total number of Shares which may be
	allotted, issued and dealt with under the General
	Mandate
"General Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to exercise the power of the
	Company to allot, issue and deal with Shares up to a
	maximum of 20% of the aggregate number of Shares in
	issue as at the date of passing of the ordinary
	resolution in relation thereto at the Annual General
	Meeting
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Latest Practicable Date"	10 April 2019, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information referred to in this circular
"Listing Committee"	the listing sub-committee of the board of directors of
	the Stock Exchange

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	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Memorandum"	the amended and restated memorandum of association
	of the Company currently in force
"New Share Option Scheme"	the new share option scheme proposed to be adopted
	by the Company at the Annual General Meeting, a
	summary of the principal terms of which is set out in
	Appendix III to this circular
"Nomination Committee"	the nomination committee established by the Board
	(comprising Mr Shi Kancheng (Chairman of the
	Nomination Committee), Ms Wang Shuiyun, Professor
	Pei Ker Wei, Dr Loke Yu and Mr Zhang Huaqiao)
"Option(s)"	share option(s) that may be granted under the New
	Share Option Scheme by the Board to the Eligible
	Participants with rights to subscribe for Shares at a
	pre-determined subscription price in accordance with
	the New Share Option Scheme
"Proposed Amendments to the	the proposal by the Board to amend the Constitutional
Constitutional Documents"	Documents consequential to the Proposed Change of
	Company Name, which shall become effective and with
	effect 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
"Proposed Change of Company	the proposal by the Board to change the English name
Name"	of the Company from "Zhong An Real Estate Limited"
	to "Zhong An Group Limited" and the dual foreign
	name of the Company from "眾安房產有限公司" to "眾安
	集團有限公司"
"PRC"	the People's Republic of China, excluding for the
	purpose of this circular, Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"Retiring Directors"	(1) Ms Shen Tiaojuan, (2) Mr Jin Jianrong and (3)
	Professor Pei Ker Wei, being the Directors who are to
	retire, and have offered themselves for re-election, at
	the Annual General Meeting
"RMB"	Renminbi, the lawful currency of the PRC
"SFO"	the Securities and Futures Ordinance, Chapter 571 of
	the Laws of Hong Kong, as amended from time to time

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