ZhongAn Online P & C Insurance : ADJUSTMENT TO THE EMOLUMENTS OF INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANY AND NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2019

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in ZhongAn Online P & C Insurance Co., Ltd., you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

眾 安 在 綫 財 產 保 險 股 份 有 限 公 司

ZHONGAN ONLINE P & C INSURANCE CO., LTD.*

(A joint stock limited company incorporated in the People's Republic of China with limited liability

and carrying on business in Hong Kong as "ZA Online Fintech P & C")

(Stock Code: 6060)

ADJUSTMENT TO THE EMOLUMENTS OF

INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANY

AND

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2019

A notice convening the EGM to be held at Conference Room 1, 2/F, 219 Yuanmingyuan Road, Huangpu District, Shanghai, the PRC at 10:00 a.m. on Friday, December 27, 2019 is set out on pages 7 and 8 of this circular.

A proxy form and a reply slip for use at the EGM are enclosed with this circular. If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon not less than 24 hours before the time appointed for the holding of the EGM (i.e. before 10:00 a.m. on Thursday, December 26, 2019) or any adjournment thereof (as the case may be).

If you intend to attend the EGM in person or by proxy, you are required to complete and return the accompanying reply slip in accordance with the instructions printed thereon on or before Saturday, December 7, 2019. Completion and return of a proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

References to time and dates in this circular are to Hong Kong time and dates.

* For identification purposes only and carrying on business in Hong Kong as "ZA Online Fintech P & C"

November 12, 2019

	CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD
1. INTRODUCTION . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

2. ADJUSTMENT TO THE EMOLUMENTS OF INDEPENDENT NON-EXECUTIVE

DIRECTORS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 3. THE EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

4. RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

5. RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2019 . . . . . . . .

7

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	DEFINITIONS
In this circular, the following expressions have the following meanings unless the context
otherwise requires:
"Articles of Association"	the articles of association of the Company
"Board" or "Board of Directors"	the board of directors of the Company
"CBIRC"	the China Banking and Insurance Regulatory Commission
	(中國銀行保險監督管理委員會)
"Company"	ZhongAn Online P & C Insurance Co., Ltd. (眾安在綫財產保
	險股份有限公司), a joint stock limited company incorporated
	in the PRC with limited liability and carrying on business in
	Hong Kong as "ZA Online Fintech P & C", the H Shares of
	which are listed on the main board of the Hong Kong Stock
	Exchange (Stock Code: 6060)
"Director(s)"	the director(s) of the Company
"Domestic Shares"	ordinary shares with a nominal value of RMB1.00 each issued
	by the Company, which are subscribed for or credited as paid
	in RMB
"EGM"	the first extraordinary general meeting of 2019 of the
	Company to be held at Conference Room 1, 2/F, 219
	Yuanmingyuan Road, Huangpu District, Shanghai, the PRC at
	10:00 a.m. on Friday, December 27, 2019, to consider and, if
	appropriate, to approve the resolution contained in the notice
	of the meeting which is set out on pages 7 and 8 of this
	circular, or any adjournment thereof (as the case maybe)
"H Shares"	overseas listed foreign invested ordinary shares in the share
	capital of the Company, with a nominal value of RMB1.00
	each, which are subscribed for and traded in Hong Kong
	dollars on the Hong Kong Stock Exchange, and "H Shares"
	means any such Shares
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Latest Practicable Date"	November 8, 2019, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Hong
	Kong Stock Exchange, as amended and supplemented from
	time to time

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	DEFINITIONS
"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
"RMB"	Renminbi, the lawful currency of the PRC
"Share(s)"	Domestic Shares and/or H Shares
"Shareholder(s)"	holder(s) of Shares
"%"	per cent

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LETTER FROM THE BOARD

眾 安 在 綫 財 產 保 險 股 份 有 限 公 司

ZHONGAN ONLINE P & C INSURANCE CO., LTD.*

(A joint stock limited company incorporated in the People's Republic of China with limited liability

and carrying on business in Hong Kong as "ZA Online Fintech P & C")

(Stock Code: 6060)

Executive Directors:	Headquarters and Principal Place of
Mr. Yaping Ou (Chairman of the Board)	Business in the PRC:
Mr. Jin Chen	219 Yuanmingyuan Road
Mr. Hugo Jin Yi Ou	Shanghai
	PRC
Non-executive Directors:
Mr. Xinyi Han	Registered Office:
Mr. Jimmy Chi Ming Lai	4-5/F, Associate Mission Building
Mr. Xiaoming Hu	169 Yuanmingyuan Road
Mr. Liangxun Shi**	Shanghai
Mr. Ming Yin##	PRC
Independent non-executive Directors:	Principal place of business in Hong Kong:
Mr. Shuang Zhang	Level 54, Hopewell Centre
Ms. Hui Chen	183 Queen's Road East
Mr. Yifan Li	Hong Kong
Mr. Ying Wu
Mr. Wei Ou^^
	November 12, 2019

(Notes:

• Mr. Liangxun Shi shall be a non-executive Director upon his qualification as a Director being approved by the CBIRC. Mr. Guoping Wang currently serves as a non-executive Director and shall retire on the day when Mr. Liangxun Shi's qualification as a Director is approved by the CBIRC.

• Mr. Ming Yin shall be a non-executive Director upon his qualification as a Director being approved by the CBIRC. Mr. Fang Zheng currently serves as a non-executive Director and shall retire on the day when Mr. Ming Yin's qualification as a Director is approved by the CBIRC.

• Mr. Wei Ou shall be an independent non-executive Director upon his qualification as a Director being approved by the CBIRC. Mr. Li Du currently serves as an independent non-executive Director and shall retire on the day when Mr. Wei Ou's qualification as a Director is approved by the CBIRC.)

To the Shareholders

Dear Sir/Madam,

ADJUSTMENT TO THE EMOLUMENTS OF

INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANY

AND

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2019

* For identification purposes only and carrying on business in Hong Kong as "ZA Online Fintech P & C"

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LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is, among other things, to provide you the notice of the EGM and with the information on the resolution to be considered at the EGM to enable you to make an informed decision on whether to vote for or against the resolution at the EGM.

2. ADJUSTMENT TO THE EMOLUMENTS OF INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANY

The existing emolument for each independent non-executive Director of the Company is "RMB125,000 for each Director per year" as considered and approved at the 2017 annual general meeting of the Company.

Considering the development level of the industry, development scale of the Company, the changes in duties of the independent non-executive Directors and the salary level of independent non-executive directors of other listed companies, the Company proposed to adjust the standard of emoluments for independent non-executive Directors with the details set out as follows:

1. Applicable scope
   All independent non-executive Directors of the Company.

1. Limits on Emoluments
2. 1. An independent non-executive Director will be entitled to an annual emolument of HK$250,000 during his/her tenure as a chairman of a special committee of the Board.
   2. An independent non-executive Director will be entitled to an annual emolument of HK$200,000 during his/her tenure as a member of a special committee of the Board.
   3. All emoluments for independent non-executive Directors are subject to tax, and the Company will withhold and pay personal income tax on their behalf collectively in accordance with relevant national laws and regulations.

(III) Payment method

The emoluments will be paid on a pro rata basis in June and December of each year, respectively, in accordance with the terms of the service contract that the relevant Director has entered into with the Company. The payment will be made with the equivalent amounts in RMB translated at the prevailing exchange rates on the dates of payment.

The proposal has been considered and approved at the 25th meeting of the second session of the Board of Directors, and is currently being proposed to the EGM for consideration and approval. The Company will enter into a new service contract with each independent non-executive Director after the aforesaid proposal is considered and approved at the EGM, and the existing service contract will be terminated simultaneously.

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LETTER FROM THE BOARD

3. THE EXTRAORDINARY GENERAL MEETING

The Company will convene the EGM at Conference Room 1, 2/F, 219 Yuanmingyuan Road, Huangpu District, Shanghai, the PRC at 10:00 a.m. on Friday, December 27, 2019. The notice of the EGM is set out on pages 7 and 8 of this circular.

In order to determine the list of Shareholders who are entitled to attend the EGM, the register of members of the Company will be closed from Wednesday, November 27, 2019 to Friday, December 27, 2019, both days inclusive, during which period no transfer of Shares will be registered. Unregistered holders of Shares of the Company who wish to attend the EGM must lodge the share certificates accompanied by transfer documents with the Company's H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (for holders of H Shares) or the Company's office of the Board of Directors at 4-5/F, Associate Mission Building, 169 Yuanmingyuan Road, Shanghai, the PRC (for holders of Domestic Shares) no later than 4:30 p.m. on Tuesday, November 26, 2019 for registration. Shareholders whose names appear on the register of members of the Company on Friday, December 27, 2019 shall be entitled to attend and vote at the EGM.

The proxy form and the reply slip for the use at the EGM are enclosed to this circular and are also published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.zhongan.com). Shareholders who intend to appoint a proxy to attend the EGM shall complete the proxy form and return the same to the Company's H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (for holders of H Shares) or the Company's office of the Board of Directors at 4-5/F, Associate Mission Building, 169 Yuanmingyuan Road, Shanghai, the PRC (for holders of Domestic Shares) not less than 24 hours before the time fixed for the holding of the EGM (i.e. before 10:00 a.m. on Thursday, December 26, 2019). Completion and return of a proxy form will not preclude a Shareholder from attending and voting in person at the EGM or any adjournment thereof if he so wishes. Shareholders who intend to attend the EGM in person or by proxy, shall complete the reply slip and return the same to the Company's H share registrar, Tricor Investor Services Limited (for holders of H Shares) or the Company's office of the Board of Directors (for holders of Domestic Shares) on or before Saturday, December 7, 2019 by hand, by mail or by fax, with the same addresses as above.

All voting at the EGM will be conducted by poll.

4. RECOMMENDATION

The Board considers that the resolution set out in the notice of the EGM for consideration and approval by the Shareholders is in the interests of the Company and the Shareholders as a whole and accordingly recommends the Shareholders to vote in favor of the resolution to be proposed at the EGM.

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LETTER FROM THE BOARD

5. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable inquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By order of the Board

ZhongAn Online P & C Insurance Co., Ltd.

Yaping Ou

Chairman

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NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2019

眾 安 在 綫 財 產 保 險 股 份 有 限 公 司

ZHONGAN ONLINE P & C INSURANCE CO., LTD.*

(A joint stock limited company incorporated in the People's Republic of China with limited liability

and carrying on business in Hong Kong as "ZA Online Fintech P & C")

(Stock Code: 6060)

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2019

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting of 2019 (the "EGM") of ZhongAn Online P & C Insurance Co., Ltd. (the "Company") will be held at Conference Room 1, 2/F, 219 Yuanmingyuan Road, Huangpu District, Shanghai, the PRC at 10:00 a.m. on Friday, December 27, 2019 for the purposes of considering, and if thought fit, approving the following resolution:

ORDINARY RESOLUTION

1. To consider and approve the adjustment to the emoluments of independent non-executive directors of the Company.

By order of the Board

ZhongAn Online P & C Insurance Co., Ltd.

Yaping Ou

Chairman

Shanghai, the PRC, November 12, 2019

• For identification purposes only and carrying on business in Hong Kong as "ZA Online Fintech P & C"
  Notes:

1. In order to determine the list of shareholders of the Company (the "Shareholders") who are entitled to attend the EGM, the register of members of the Company will be closed from Wednesday, November 27, 2019 to Friday, December 27, 2019, both days inclusive, during which period no transfer of shares of the Company (the "Shares") will be registered. Unregistered holders of Shares who wish to attend the EGM must lodge the share certificates accompanied by transfer documents with the Company's H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (for holders of H shares of the Company) or the Company's office of the board of directors at 4-5/F, Associate Mission Building, 169 Yuanmingyuan Road, Shanghai, the PRC (for holders of domestic shares of the Company) no later than 4:30 p.m. on Tuesday, November 26, 2019 for registration. Shareholders whose names appear on the register of members of the Company on Friday, December 27, 2019 shall be entitled to attend and vote at the EGM.

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NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2019

1. A Shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in his stead. A proxy need not be a Shareholder but must attend the EGM in person to represent the relevant Shareholder.
   The instrument appointing a proxy must be in writing under the hand of a Shareholder or a representative authorised in writing by such Shareholder. If the Shareholder is a corporation, the instrument must bear the official stamp or the signatures of its directors, or representatives duly authorised. If that instrument is signed by another person authorised by the shareholder, the power of attorney authorising the signature or other authorisation document must be notarised.
   In order to be valid, the proxy form together with the notarised power of attorney or other authorisation document (if any) must be deposited at the Company's H share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (for holders of H shares of the Company) or the Company's office of the board of directors at 4-5/F, Associate Mission Building, 169 Yuanmingyuan Road, Shanghai, the PRC (for holders of domestic shares of the Company) not less than 24 hours before the time fixed for the holding of the EGM (i.e. before 10:00 a.m. on Thursday, December 26, 2019) or any adjournment thereof (as the case may be). Completion and return of a proxy form will not preclude a Shareholder from attending and voting in person at the EGM or any adjournment thereof if he so wishes.
2. Shareholders who intend to attend the EGM in person or by proxy should deposit the reply slip at the Company's H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (for holders of H shares of the Company) or the Company's office of the board of directors at 4-5/F, Associate Mission Building, 169 Yuanmingyuan Road, Shanghai, the PRC (for holders of domestic shares of the Company) on or before Saturday, December 7, 2019 by hand, by post or by fax.
3. According to the provisions of the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, the resolution set out in this notice of the EGM will be voted on by way of poll.
4. The EGM is expected to last for half a day. Shareholders or their proxies attending the EGM (or any adjournment thereof) shall produce their identity documents. Shareholders or their proxies attending the EGM shall be responsible for their own travelling and accommodation expenses.
5. For details of ordinary resolution no. 1, please refer to the circular of the Company dated November 12, 2019.
6. If the attending Shareholder is a corporation, its legal representative shall present his/her own identity card, valid certificates and valid documents evidencing his/her capacity as legal representative, whereas the proxy authorised by the legal representative shall present his/her identity card and written proxy form legally issued by the relevant Shareholder.
7. References to time and dates in this notice are to Hong Kong time and dates.

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