Zhong An : DISCLOSEABLE TRANSACTION - ACQUISITION OF EQUITY INTEREST - FORMATION OF JOINT VENTURE

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.

眾 安 集 團 有 限 公 司

Zhong An Group Limited

(incorporated in the Cayman Islands with limited liability)

(Stock code: 672)

DISCLOSEABLE TRANSACTION

ACQUISITION OF EQUITY INTEREST

FORMATION OF JOINT VENTURE

The Company is pleased to announce that on 12 August 2020, JV Partner A (which is a 90%-owned subsidiary of the Company), JV Partner B and JV Partner C entered into the Shares Transfer Agreement and the JV Agreement, pursuant to which:

1. JV Partner A and JV Partner B shall severally acquire the Tranche A Sale Share and the Tranche B Sale Share from JV Partner C, whereupon the JV Company will be owned as to 40% by JV Partner A, 30 % by JV Partner B and 30% by JV Partner C immediately after the Completion;
2. the JV Partners will form a joint venture in respect of the JV Company for the property development project in respect of the New Land;
3. certain management and corporate affairs of the JV Company shall be bounded by the terms of the JV Agreement; and
4. the total capital commitment of JV Partner A in respect of the JV Company is expected to be not more than RMB331.2 million (approximately HK$368.0 million) inclusive of the Tranche A Selling Price payable by JV Partner A.

As the highest Applicable Percentage Ratio for the Shares Transfer Agreement and the JV Agreement as a whole is more than 5% but less than 25%, the entering into the Shares Transfer Agreement and the JV Agreement as a whole constitutes a disclosable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and publication requirements under Chapter 14 of the Listing Rules.

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The Company is pleased to announce that on 12 August 2020, JV Partner A (which is a 90%-owned subsidiary of the Company) entered into the Shares Transfer Agreement and the JV Agreement for the acquisition of the Tranche A Sale Share and the formation of a joint venture for the property development project in respect of the New Land based on the principal terms set out in this announcement.

THE SHARES TRANSFER AGREEMENT

Date:	12 August 2020
Parties:	JV Partner A, as one of the purchasers
	JV Partner B, as one of the purchasers
	JV Partner C, as the seller
Subject matter:	the Total Sale Shares, representing a total of 70% of the
	registered capital of the JV Company amounting to RMB21
	million (approximately HK$23.3 million):
	(i) JV Partner A shall purchase the Tranche A Sale Share,
	representing 40% of the registered capital of the JV
	Company amounting to RMB12 million (approximately
	HK$13.3 million); and
	(ii) JV Partner B shall purchase the Tranche B Sale Share,
	representing 30% of the registered capital of the JV
	Company amounting to RMB9 million (approximately
	HK$10 million).
	The obligations of JV Partner A and JV Partner B under the
	Shares Transfer Agreement are several so that JV Partner A
	and JV Partner B are not liable to the default of each other
	under the Shares Transfer Agreement.
Consideration:	The Total Selling Price (subject to adjustment as mentioned
	below) for the acquisition of the Total Sale Shares shall be
	determined in accordance with the following formula:
	Total Selling Price = (NAV + Land Value) x 70% - Z + Land
	Adjustment

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Note:

NAV means the net asset value of the Project Company as at Completion, which shall be determined based on the audited accounts of the Project Company as at Completion to be prepared by JV Partner A or its advisers provided that there shall not be any re-valuation of the properties and assets owned by the Project Company.

Land Value means the valuation of the Original Lands agreed upon by the JV Partners, being RMB688 million (approximately HK$764.4 million).

Land Adjustment means the increase or decrease in the Total Selling Price. If the total saleable construction area of the New Land exceeds or is less than 720,113 sq.m., the Land Adjustment shall be determined in the following manners:

1. if exceeding 720,113 sq.m., RMB668.74 per extra square meter shall be added to the Total Selling Price; or
2. if falling below 720,113 sq.m., meter, RMB668.74 per square meter of shortfall shall be deducted from the Total Selling Price.

The Land Adjustment amount is subject to a cap of RMB80 million (approximately HK$88.9 million).

Z means the Loan from JV Partner C as at Completion. As at 31 March 2020, the Loan from JV Partner C amounting to approximately RMB420.9 million (approximately HK$467.7 million) according to the unaudited accounts of the Project Company.

The Tranche A Selling Price and the Tranche B Selling Price equal to 57.14% (being 40% out of 70%) and 42.86% (being 30% out of 70%) of the Total Selling Price respectively. 57.14% and 42.86% represent the relative proportion of the Tranche A Sale Share and the Tranche B Sale Share to the Total Sale Shares, respectively.

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	The Total Selling Price was determined after arm's length
	negotiation between the JV Partners with reference to the
	financial position and business prospects of the JV Company
	and the development potential of the New Land. Under the
	Shares Transfer Agreement, the Tranche A Selling Price,
	the Loan from JV Partner A and operating expenses to be
	reimbursed by JV Partner A (as mentioned below) shall be
	capped at RMB331.2 million (approximately HK$368.0
	million).
Reimbursement of	JV Partner A and JV Partner B severally agree to reimburse
operating expenses:	the Project Company for its operating expenses from the date
	of the Shares Transfer Agreement and up to the Completion
	subject to a cap of approximately RMB1.14 million (being
	57.14% of RMB2 million) and approximately RMB0.86
	million (being 42.86% of RMB2 million) respectively. If the
	Completion takes place later than 31 December 2020, the
	amount to be reimbursed shall be subject to mutual agreement
	by the JV Partners.
Shareholders' loans:	JV Partner A and JV Partner B shall respectively lend the
	Loan from JV Partner A and the Loan from JV Partner B to
	the Project Company to finance the repayment to JV Partner
	C by the Project Company of the Loan from JV Partner C as
	at Completion. The Loan from JV Partner A and the Loan
	from JV Partner B represent 57.14% (being 40% out of 70%)
	and 42.86% (being 30% out of 70%) of the Loan from JV
	Partner C as at Completion. The Loan from JV Partner A
	and the Loan from JV Partner B shall be paid to the Project
	Company within seven working days after the Payment
	Conditions (b) and (c) (as mentioned below in the paragraph
	headed "Payment terms") are satisfied. Each of the Loan
	from JV Partner A and the Loan from JV Partner B shall
	be for a term of two years and interest bearing at an annual
	interest rate based on the prevailing bank interest rate.
Conditions precedent:	Completion shall take place one day after the fulfilment
	of the following conditions (or waiver of the following
	conditions by JV Partner A):
	(i) the completion of the registration of changes in
	shareholding of the JV Company by the relevant
	governmental authority and the obtaining of the renewed
	business licence of the JV Company;

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	(ii)	all the representations and warranties given by JV
		Partner C and the JV Company under the Shares
		Transfer Agreement and other related transaction
		documents are true, accurate and complete in all
		material respects and JV Partner C and the JV Company
		have not breached any terms of the Shares Transfer
		Agreement; and
	(iii)	the Land Exchange has been completed.
Land Exchange:	As at the date of this announcement, the Project Company
	owns the Original Lands. With a view to obtaining land
	with better quality, the Project Company intends to acquire
	the New Land from Xiangtan Authority in consideration of
	transferring the Original Lands to Xiangtan Authority by
	way of Land Exchange. The New Land has a total site area
	of 266,668 sq.m., and is situated near the Original Lands

and around the west of Binjiang Road, the south of Binjiang Garden Project and the north of Beijin College Project in

Xiangtan City of Hunan Province, the PRC（中 國 湖 南 省 湘 潭 市 濱 江 路 以 西、濱 江 花 園 項 目 以 南、北 津 學 院

項 目 以 北）. The New Land has a land use right of 70 years for residential use. The New Land is expected to be of the same or more favourable development conditions (such as plot ratio), planning conditions and valuation as those of the Original Lands with a net site area not less than that of the Original Lands.

As at the date hereof, one of the parcel of the Original Lands, namely the Original Land No. 1, is mortgaged to the Lender under a mortgage (the "Existing Mortgage") to secure the repayment of loans to the Lender totalled at RMB155 million (approximately HK$172.2 million) (the "Mortgaged Loan"). The Mortgaged Loans were lent to the Borrowers.

Prior to the consummation of the Land Exchange, the

Existing Mortgage has to be released. Under the Shares

Transfer Agreement:

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	(i)	JV Partner A, the Company and Mr Shi (collectively the
		"Guarantors") are required to give a guarantee to the
		Lender (the "Guarantee") to guarantee the repayment
		of the Mortgaged Loan to the Lender so as to facilitate
		the release of the Existing Mortgage by the Lender. The
		maximum liability under the Guarantee is capped at
		RMB155 million (approximately HK$172.2 million);
	(ii)	JV Partner C shall provide counter-guarantee in favour
		of the Guarantors to indemnify the Guarantors all their
		costs, damages and liabilities under the Guarantee; and
	(iii)	the affiliate of the JV Partners, namely Yibang, shall
		provide mortgage of certain land to be acquired by it in
		favour of the Lender so as to facilitate the release of the
		Guarantee by the Lender.
	The Group is not required to furnish any considerations
	for Mr. Shi's giving of the Guarantee, nor to furnish any
	consideration to Yibang for its provision of the aforesaid
	mortgage.
	Under the Shares Transfer Agreement, the release of the
	Guarantee is one of the Payment Conditions to be fullfilled
	before payment of the second installment payment of the
	Total Selling Price (as mentioned below in the paragraph
	headed "Payment terms"). If the Guarantors have incurred
	any obligations, liabilities and/or expenses (the "Incurred
	Amount") under the Guarantee, JV Partner C shall reimburse
	the Guarantors the Incurred Amount forthwith. JV Partner A
	is entitled to set off the Incurred Amount against the second
	installment payment of the Tranche A Selling Price payable
	by JV Partner A to JV Partner C and to require JV Partner B
	to pay any portion of the second installment payment of the
	Tranche B Selling Price to JV Partner A instead of JV Partner
	C to the extent that the Incurred Amount can be reimbursed
	in full.
Payment terms:	The Total Selling Price shall be paid in cash in the following
	two installments:
	(i)	First installment

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The first installment payment shall be equal to the net assets value of the Project Company as at 31 March 2020 as shown in its unaudited accounts, which amounted to approximately RMB22.8 million (approximately HK$25.3 million) (the "Total First Installment"). JV Partner A shall pay an amount equal to 57.14% (equals to 40% out of 70%) of the Total First Installment amounting to approximately RMB13.0 million (approximately HK$14.4 million). JV Partner B shall pay an amount equal to 42.86% (being 30% out of 70%) of the Total First Installment amounting to approximately RMB9.8 million (approximately HK$10.9 million). The Total First Installment is payable within seven working days after the Land Exchange has been completed.

1. Second installment
   The second installment payment (the "Total Second Installment") shall be the Total Selling Price as finally determined minus the Total First Installment, which is payable within seven working days after the fulfilment of the following conditions (the "Payment Conditions"):
2. 1. the Guarantors have been released from the Guarantee;
   2. the Completion has taken place; and
   3. the Land Exchange has been completed.

JV Partner A shall pay an amount equal to 57.14% (equals to 40% out of 70%) of the Total Second Installment. JV Partner B shall pay an amount equal to 42.86% (being 30% out of 70%) of the Total Second Installment.

THE JV AGREEMENT

Date:	12 August 2020
Parties:	JV Partner A, as a joint venture partner
	JV Partner B, as a joint venture partner

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	JV Partner C, as a joint venture partner
Scope of business of	The JV Company and its wholly owned subsidiary (namely
the JV Company:	the Project Company) (collectively the "JV Group") shall be
	principally engaged in the property development project in
	respect of the New Land. The New Land is expected to have
	a total site area of around 266,668 sq.m. with a total saleable
	construction area of around 720,113 sq.m., and a land use
	right of 70 years for residential use.
Funding Requirements:	As at the date of this announcement, the registered capital
	of the JV Company is RMB30 million, which has been fully
	paid up. Upon Completion, the said registered capital will
	be owned as to 40% by JV Partner A, 30% by JV Partner
	B and 30% by JV Partner C. It is expected that apart from
	the loans from JV Partner A and JV Partner B mentioned
	above, the JV Group will meet the funding need for the
	property development project in respect of the New Land
	by its internal resources and external borrowing. Hence,
	the Company expects that apart from its Loans to the JV
	Company as mentioned above, it is not required to make any
	capital contribution nor financial assistance to the JV Group.
Corporate Governance:	The board of directors of the JV Company (the "JV Board")
	will comprise three directors (the "JV Directors"). JV
	Partner A shall have the right to nominate one JV Director,
	who shall also act as chairman of the JV Board. JV Partner
	B have the right to nominate one JV Director. JV Partner C
	have the right to nominate one JV Director, who shall also
	act as vice chairman of the JV Board. Each JV Director has
	the same voting power at meeting of the JV Board. Apart
	from certain important corporate matters (such as (i) changes
	in business or investment plan, or the articles of association
	of the JV Company, (ii) approval of annual budget, dividend
	distribution, connected transactions between the JV
	Company and its shareholders, major acquisition, giving of
	guarantee, financing plan, project cost budget or repayment
	of shareholder's loan, (iii) increase or decrease of registered
	capital, (iv) merger, amalgamation, demerger or dissolution
	of the JV Company, and etc.) requiring the unanimous
	approval of all the JV Directors, approvals at the meeting of
	the JV Board shall be obtained based on the simple majority
	of the votes cast by the JV Directors.

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	The voting power of the shareholders of the JV Company
	shall be proportional to their respective shareholding
	interests in the JV Company. Apart from certain important
	corporate matters (such as (i) changes in business strategies,
	investment plan, directors or the articles of association of
	the JV Company, (ii) approval of annual budget, dividend
	distribution, (iii) increase or decrease of registered capital,
	(iv) merger, amalgamation, demerger or dissolution of the
	JV Company, and etc.) requiring the unanimous approval
	of all the shareholders of the JV Company, approvals at
	shareholders' meeting of the JV Company shall be obtained
	based on the two-third majority of the votes cast by the
	shareholders of the JV Company.
Restrictions on transfer	If any shareholder of the JV Company proposes to transfer its
and pledging:	shareholding interest to any third party, the other shareholders
	of the JV Company shall have the pre-emptive right to
	acquire such shareholding interest. None of the shareholders
	of the JV Company is allowed to pledge or otherwise create
	any encumbrance in respect of its shareholding interests
	in the JV Company without the prior consents of all other
	shareholders.

INFORMATION OF THE JV GROUP

The JV Company was established on 25 May 2020. The Project company was established on 18 November 2009. The unaudited net asset value of the JV Company as at 31 July 2020 is approximately RMB22.5 million. The unaudited net profit before and after taxation of the JV Company for the seven months ended 31 July 2020 were approximately RMB8.5 million and RMB8.5 million respectively, which was mainly arising from the receipt of governmental compensation for land development.

The JV Company and its wholly owned subsidiary, namely the Project Company, (collectively the "JV Group") are principally engaged in property development. As at the date of this announcement, the Project Company holds the Original Lands. The JV Group have not commenced any substantive business operation apart from the holding of the Original Lands. The Project Company intends to acquire the New Land from Xiangtan Authority in consideration of transferring the Original Lands to Xiangtan Authority by way of Land Exchange. After the obtaining of the New Land, the JV Group will carry out a property development project in respect of the New Land.

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REASONS FOR AND BENEFITS OF ENTERING INTO THE SHARES TRANSFER AGREEMENT AND THE JV AGREEMENT

The Directors consider that the New Land has attractive development potential. The Board considers that the terms of the Shares Transfer Agreement and the JV Agreement are normal commercial terms, fair and reasonable and in the interests of JV Partner A and the Shareholders as a whole.

INFORMATION ON THE GROUP AND OTHERS

The Company is an investment holding company. The Group is principally engaged in property development, leasing and hotel operation in the PRC.

JV Partner A is principally engaged in real estate development. JV Partner A is a 90%-owned subsidiary of the Company, and the remaining 10% interest in JV Partner A is owned by Hangzhou Xiaoshan Yunzhongxia Decoration Co. Limited ( 杭 州 蕭 山 雲中霞裝飾有限公司), which is in turn owned as to 40% by Chen Junmin (陳軍民) and as to 60% by Qi Xiaomin ( 戚 小 敏) ("Ms. Qi"). As Ms. Qi has control of 10% interest in JV Partner A, she is a connected person of the Company, but is at subsidiary level only.

JV Partner B is principally engaged in tourist resources development. JV Partner B is ultimately owned by Chen Dandan ( 陳 丹 丹) as to 50% and Dai Fangguo ( 戴 方 國) as to 50%.

JV Partner C is principally engaged in investment management, hotel management, financial management, and technical consulting and services. JV Partner C is ultimately owned by Li Shufu ( 李 書 福) as to 90% and Li Xingxing ( 李 星 星) as to 10%.

Xiangtan Authority is a governmental department of Xiangtan City of Hunan Province, the PRC ( 中 國 湖 南 省 湘 潭 市), which is authorised by the PRC government to disposes of state-owned lands. The Lender is principally engaged in financial services. The Lender is ultimately owned by the Ministry of Finance of the PRC. Borrower A is principally engaged in the sales of commercial and passenger vehicles, distribution of building and raw materials and etc. Borrower A is ultimately owned by Tong Jiangliang ( 童江亮) as to 90% and Lu Xingzhong ( 陸興忠 ) as to 10%. Borrower B is principally engaged in the production of electronics. Borrower B is ultimately owned by Hangzhou Xiaoshan Fuyuan Glassware Factory（杭 州 蕭 山 富 源 玻 璃 器 皿 廠） as to 84.55% and the Inter-American Trade Group（泛 美 貿 易 集 團）as to 15.45%. Yibang is principally engaged in real estate development. Yibang is ultimately owned as to 30% by JV Partner B, as to 30% by JV Partner C, and as to 40% by a company which is controlled by Ms. Qi and is collectively owned by Chen Junmin（陳 軍 民） and Ms. Qi.

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To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, as at the date of this announcement, and each of JV Partner B, JV Partner C, Xiangtan Authority, the Lender, the Borrowers and their ultimate beneficial owners are third party independent of, and not connected with, the Company and its connected persons.

LISTING RULES IMPLICATIONS

As the highest Applicable Percentage Ratio for the Shares Transfer Agreement and the JV Agreement as a whole is more than 5% but less than 25%, the entering into the Shares Transfer Agreement and the JV Agreement as a whole constitutes a disclosable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and publication requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

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

"Applicable Percentage	have the meanings ascribed to them under the Listing
Ratio", and "connected	Rules;
person(s)"
"Board"	the board of Directors;
"Borrower A"	Zhejiang Zhongyu (Holding) Group Co. Limited ( 浙 江
	中 譽( 控 股) 集 團 有 限 公 司), a company established
	in the PRC with limited liability;
"Borrower B"	Hangzhou Zhenqi Electric Co. Limited ( 杭 州 珍 琪 電
	器 有 限 公 司), a company established in the PRC with
	limited liability;
"Borrowers"	Borrower A and Borrower B;
"Company"	Zhong An Group Limited ( 眾 安 集 團 有 限 公 司),
	a company incorporated with limited liability in the
	Cayman Islands and the ordinary shares of which are
	listed on the Main Board of the Stock Exchange;

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"Completion"	the completion of the Shares Transfer Agreement;
"Director(s)"	the director(s) of the Company;
"Group"	the Company and its subsidiaries;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC;
"JV Agreement"	the cooperation and development agreement dated
	12 August 2020 entered into among the JV Partners
	governing the management and corporate affairs of the
	JV Company and the Project Company;
"JV Company"	Shanghai Mingji Yuxing Enterprise Management Co.,
	Limited ( 上 海 銘 極 與 星 企 業 管 理 有 限 公 司), a
	company established in the PRC with limited liability;
"JV Partner A"	Zhong An Group Co., Limited ( 衆 安 集 團 有 限 公 司),
	a company established in the PRC with limited liability
	and a 90%-owned subsidiary of the Company;
"JV Partner B"	Taizhou Huangyan Yibang Travel Development Co.
	Limited ( 台 州 市 黃 岩 億 邦 文 旅 發 展 有 限 公 司), a
	company established in the PRC with limited liability;
"JV Partner C"	Ming-tai Investment development Group Co. Limited
	( 銘 泰 投 資 發 展 集 團 有 限 公 司), a company
	established in the PRC with limited liability;
"JV Partners"	JV Partner A, JV Partner B and JV Partner C;
"Lender"	Zhejiang Branch of China Huarong Asset Management
	Co. Limited ( 中 國 華 融 資 產 管 理 股 份 有 限 公 司 浙
	江 省 分 公 司), a company established in the PRC with
	limited liability;
"Listing Rules"	Rules Governing the Listing of Securities on the Stock
	Exchange;
"Loan from JV Partner A"	the shareholder's loan to be lent by JV Partner A to the
	Project Company under the Shares Transfer Agreement;

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"Loan from JV Partner B"

"Loan from JV Partner C"

"Mr. Shi"

"New Land"

"Original Land No.1"

"Original Lands"

"PRC"

"Project Company"

"RMB"

"Shareholders"

the shareholder's loan to be lent by JV Partner B to the Project Company under the Shares Transfer Agreement;

the shareholder's loan from JV Partner C to the Project Company from time to time prior to the Completion;

Mr. Shi Kancheng (alias Shi Zhongan) is the Director of the Company and the Chairman of the Board, and indirectly holds a 57.97% interest in the Company and is a connected person of the Company;

the land parcel with a total site area of around 266,668 sq.m. situated at or around the West of Binjiang Road, the south of Binjiang Garden Project and the north

of Beijin College Project in Xiangtan City of Hunan Province, the PRC (中國湖南省湘潭市濱江路以西、 濱 江 花 園 項 目 以 南、北 津 學 院 項 目 以 北);

the land parcel with a total site area of 135,123 sq.m. situated at Jiuhua demonstration area, the west of Xiangjiang River and the north of Planning Road,

Xiangtan City of Hunan Province, the PRC ( 中 國 湖 南 省湘潭市九華示範區湘江以西，規劃道路以北);

the four land parcels with a total site area of 266,668 sq.m. situated at Economic Development Area, the west of Binjiang Road and the north of Chuanxingshan Road,

Xiangtan City of Hunan Province, the PRC ( 中 國 湖 南 省 湘 潭 市 經 濟 開 發 區 濱 江 路 以 西，船 形 山 路 以

北), which include Original Land No.1;

People's Republic of China, which, for the purposes of this announcement, excludes Hong Kong, the Macau Special Administrative Region and Taiwan;

Hunan Xiangjiang Real Estate Development Co. Limited ( 湖 南 湘 江 房 地 產 開 發 有 限 公 司), a company established in the PRC with limited liability;

Renminbi, the lawful currency of the PRC;

holders of the ordinary share(s) in the share capital of the Company;

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"Shares Transfer Agreement" the shares transfer agreement dated 12 August 2020 entered into amongst the JV Partners for the sale and purchase of the Total Sale Shares;

"sq.m."	square meters;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Total Selling Price"	the Tranche A Selling Price and the Tranche B Selling
	Price;
"Total Sale Shares"	the Tranche A Sale Share and the Tranche B Sale Share;
"Tranche A Sale Share"	the registered capital of the JV Company to be
	purchased by JV Partner A under the Shares Transfer
	Agreement;
"Tranche B Sale Share"	the registered capital of the JV Company to be
	purchased by JV Partner B under the Shares Transfer
	Agreement;
"Tranche A Selling Price"	the selling price payable by JV Partner A to JV Partner
	C for the acquisition of the Tranche A Sale Share;
"Tranche B Selling Price"	the selling price payable by JV Partner B to JV Partner
	C for the acquisition of the Tranche B Sale Share;
"Xiangtan Authority"	the relevant governmental department of Xiangtan City
	of Hunan Province, the PRC ( 中 國 湖 南 省 湘 潭 市),
	which is authorised by the PRC government to disposes
	of state-owned lands;
"Yibang"	Taizhou Zhongan Yibang Real Estate Development Co.
	Limited ( 台 州 眾 安 億 邦 房 地 產 開 發 有 限 公 司), a
	company established in PRC with limited liability; and
"%"	per cent.

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For the purposes of this announcement, an exchange rate of HK$1 = RMB0.90 has been used for currency translation, where applicable. Such exchange rate is for illustration purposes only and does not constitute representations that any amount in RMB or HK$ has been, could have been or may be converted at such rate.

By order of the Board

Zhong An Group Limited

Shi Kancheng

Chairman

The PRC, 12 August 2020

As at the date of this announcement, the Board comprises five executive directors, namely Mr Shi Kancheng (alias Shi Zhongan) (Chairman), Mr Zhang Jiangang (Chief Executive Officer), Ms Shen Tiaojuan, Ms Jin Ni and Ms Shi Jinfan; and three independent non-executive directors, namely Professor Pei Ker Wei, Dr Loke Yu (alias Loke Hoi Lam) and Mr Zhang Huaqiao.

• for identification purposes only

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