Zhong An Real Estate : Announcements and Notices - Poll Results for Annual General Meeting Held on 6 June 2019

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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)

POLL RESULTS FOR ANNUAL GENERAL MEETING

HELD ON 6 JUNE 2019

The Board is pleased to announce that all the resolutions proposed at the Annual General Meeting were duly passed by the Shareholders by way of poll.

At the annual general meeting (the "Annual General Meeting") of Zhong An Real Estate Limited (the "Company") held on 6 June 2019, a poll was demanded by the chairman of the Annual General Meeting for voting on all the resolutions as set out in the notice of the Annual General Meeting dated 16 April 2019 (which was incorporated in the circular of the Company on the same date (the "Circular")).

Unless the context requires otherwise, capitalised terms used in this announcement have the same meanings as those defined in the Circular.

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POLL RESULTS FOR THE ANNUAL GENERAL MEETING

The poll results in respect of each of the resolutions proposed at the Annual General Meeting are as follows:

		ORDINARY RESOLUTIONS	No. of Votes (%)
		(Note 2)
		(Note 1)
		For	Against
1.	To receive and approve the audited consolidated financial	4,474,331,270	4,607,600
	statements of the Company and its subsidiaries and the reports	(99.8859%)	(0.1029%)
	of the Directors and the auditors of the Company for the year
	ended 31 December 2018.
2.	(a)	To re-elect Ms Shen Tiaojuan as executive Director.	4,409,127,200	70,311,670
			(98.4303%)	(1.5697%)
	(b)	To re-elect Mr Jin Jianrong as executive Director.	4,409,127,200	70,311,670
			(98.4303%)	(1.5697%)
	(c)	To re-elect Professor Pei Ker Wei as independent non-	4,474,075,270	5,363,600
		executive Director.	(99.8802%)	(0.1197%)
	(d)	To authorise the board of Directors to fix the remuneration	4,474,831,270	4,607,600
		of the Directors.	(99.8970%)	(0.1029%)
3.	To re-appoint Ernst & Young as the auditors of the Company for	4,474,831,270	4,607,600
	the year ending 31 December 2019 and authorise the board of	(99.8970%)	(0.1029%)
	Directors to fix their remuneration.
4.	To grant a general mandate to the Directors to allot, issue and	4,425,336,200	54,106,670
	deal with unissued shares of HK$0.10 each in the share capital	(98.7921%)	(1.2079%)
	of the Company, the aggregate number of which shall not exceed
	20% of the aggregate number of shares in issue as at the date of
	passing of this resolution.
5.	To grant a general mandate to the Directors to buy back	4,474,835,270	4,607,600
	Company's shares up to 10% of the aggregate number of	(99.8971%)	(0.1029%)
	shares in the Company in issue as at the date of passing of this
	resolution.
6.	To add the number of shares in the Company bought back by the	4,425,336,200	54,106,670
	Company under resolution no. 5 above to the general mandate	(98.7921%)	(1.2079%)
	granted to the Directors under resolution no. 4 above.
7.	To approve the adoption of New Share Option Scheme (together	4,425,120,200	54,322,670
	with the matters more particularly set out in the notice of the	(98.7873%)	(1.2127%)
	Annual General Meeting) and the termination of the Existing
	Share Option Scheme.

2

	SPECIAL RESOLUTIONS	No. of Votes (%)
	(Note 2)
	(Note 1)
For	Against
8.	To approve the change of the English name of the Company	4,474,831,270	4,607,600
	from "Zhong An Real Estate Limited" to "Zhong An Group	(99.8970%)	(0.1029%)
	Limited" and its dual foreign name from " 眾安房產有限公司"
	to " 眾安集團有限公司".
9.	To amend the memorandum of association and the articles of	4,474,831,270	4,607,600
	association of the Company to reflect the change in the English	(99.8970%)	(0.1029%)
	name and the dual foreign name of the Company.

Notes:

1. The full text of each of the resolutions proposed at the Annual General Meeting is set out in the Circular.
2. The number of votes and percentage of voting Shares are based on the total number of Shares held by the Shareholders who voted at the Annual General Meeting in person or by proxy.

As at the date of the Annual General Meeting:

1. there were a total of 5,810,390,800 Shares in issue, which were the total number of Shares entitling the Shareholders to attend and vote for or against the resolutions proposed at the Annual General Meeting;
2. none of the Shares entitled the holders to attend and vote only against the resolutions at the Annual General Meeting;
3. no Shareholders were required under the Listing Rules to abstain from voting on the resolutions proposed at the Annual General Meeting; and
4. no Shareholders have stated their intention in the Circular to vote against the resolutions or to abstain from voting at the Annual General Meeting.

As more than 50% of the votes were cast in favour of each of the ordinary resolutions proposed at the Annual General Meeting, each of the ordinary resolutions was duly passed as an ordinary resolution of the Company.

As more than 75% of the votes were cast in favour of each of the special resolutions proposed at the Annual General Meeting, each of the special resolutions was duly passed as a special resolution of the Company.

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RSM Hong Kong, Certified Public Accountants, was appointed as the scrutineers at the Annual General Meeting for the purpose of vote taking.

By order of the Board

Zhong An Real Estate Limited

Shi Kancheng

Chairman

The PRC, 6 June 2019

As at the date of this announcement, the Board comprises five executive Directors, namely Mr Shi Kancheng (alias Shi Zhongan)(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 (alias Loke Hoi Lam) and Mr Zhang Huaqiao.

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