ZhongAn Online P & C Insurance : ANNOUNCEMENT - CONTINUING CONNECTED TRANSACTIONS - SETTING OF ANNUAL CAP FOR THE YEAR ENDING DECEMBER 31, 2020

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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)

ANNOUNCEMENT

CONTINUING CONNECTED TRANSACTIONS

SETTING OF ANNUAL CAP FOR

THE YEAR ENDING DECEMBER 31, 2020

This announcement is to provide details of the Annual Cap set in respect of the year ending December 31, 2020.

LISTING RULES IMPLICATIONS

Ping An Asset Management is a subsidiary of Ping An Insurance, which is a substantial shareholder of the Company. Ping An Asset Management is therefore a connected person of the Company under Chapter 14A of the Listing Rules.

As the highest applicable percentage ratio calculated with reference to Rule 14.07 of the Listing Rules in respect of the Annual Cap exceeds 0.1% but all of the applicable percentage ratios are less than 5%, the transactions contemplated under the Arrangement as captured under the Annual Cap are subject to reporting, announcement and annual review requirements but are exempt from Shareholders' approval requirements under Chapter 14A of the Listing Rules.

Reference is made to the continuing connected transactions pursuant to the asset management agreements entered into between the Company and Ping An Asset Management. One of the asset management agreements is the Existing Ping An Asset Management, and two others were entered into on April 8 and June 17, 2016 together with their supplemental agreements entered into on September 6, 2017. Pursuant to these agreements, Ping An Asset Management agreed to provide asset management

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services to the Company (the "Arrangement"). Details of the Arrangement have been disclosed in the section headed "Relationship with Connected Persons - Transactions with Ping An Group - Provision of asset management service by Ping An Asset Management to us" in the Prospectus.

As at the date of this announcement, the terms of two of the asset management agreements under the Arrangement, which were entered into on April 8, 2016 and June 17, 2016, have been terminated, and there is only one existing asset management agreement under the Arrangement, being the Existing Ping An Asset Management Agreement.

This announcement is to provide details of the Annual Cap set in respect of the year ending December 31, 2020.

HISTORICAL FIGURES

Historical figures had been calculated on the basis of an aggregate of the total management fees paid to Ping An Asset Management pursuant to the Arrangement. For the three years ended December 31, 2016, 2017 and 2018 and the eleven months ended November 30, 2019, the total management fees paid to Ping An Asset Management pursuant to the Arrangement were RMB17.762 million, RMB40.889 million, RMB16.242 million and RMB13.188 million, respectively.

ANNUAL CAP FOR THE YEAR ENDING DECEMBER 31, 2020

The Board anticipates that the maximum total management fees payable by the Company to Ping An Asset Management under the Existing Ping An Asset Management Agreement for the year ending December 31, 2020 to be RMB59 million, which has been determined principally with reference to the historical figures and the Board's anticipation that the scale of the investment assets as well as the size and composition of the assets managed by Ping An Asset Management will remain similar to that of 2019.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS WITH PING AN ASSET MANAGEMENT

The Company has received asset management services from Ping An Asset Management since 2014. Ping An Asset Management provides a range of insurance, asset management, annuities and banking services. The asset management services provided by Ping An Asset Management are highly reputable in the market and the continuous use of this service will be beneficial to us in light of Ping An Asset Management's experience in particular in long-term investments.

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The Directors (including all the independent non-executive Directors of the Company) are of the view that the continuing connected transactions contemplated under the Arrangement have been conducted on normal commercial terms, were entered into in the ordinary and usual course of business of the Group, are fair and reasonable and in the interests of the Company and its shareholders as a whole, and that the Annual Cap for the financial year ending December 31, 2020 for the continuing connected transactions under the Arrangement is fair and reasonable.

INFORMATION ON PARTIES

The Company is an online Insuretech company in the PRC and is principally engaged in the provision of insurance products and solutions in the context of five major ecosystems, namely lifestyle consumption, consumer finance, health, auto and travel ecosystems.

Ping An Asset Management is principally engaged in the provision of a range of insurance, asset management, annuities and banking services. As at the date of this announcement, Ping An Asset Management is owned by Ping An Insurance, Ping An Life and Ping An P&C as to 98.67%, 0.67% and 0.67%, respectively.

LISTING RULES IMPLICATIONS

Mr. Liangxun Shi, being a non-executive Director and a deputy general manager of Ping An P&C, has abstained from voting on the relevant Board resolutions in relation to the Arrangement and the Annual Cap.

Save as disclosed above, none of the Directors has any material interest in the Arrangement and the Annual Cap, nor is any of them required to abstain from voting on the relevant Board resolutions.

Ping An Asset Management is a subsidiary of Ping An Insurance, which is a substantial shareholder of the Company. Ping An Asset Management is therefore a connected person of the Company under Chapter 14A of the Listing Rules. As a result, the transactions contemplated under the Arrangement as captured under the Annual Cap constitute continuing connected transactions of the Company under the Listing Rules.

As the highest applicable percentage ratio calculated with reference to Rule 14.07 of the Listing Rules in respect of the Annual Cap exceeds 0.1% but all of the applicable percentage ratios are less than 5%, the transactions contemplated under the Arrangement as captured under the Annual Cap are subject to reporting, announcement and annual review requirements but are exempt from Shareholders' approval requirements under Chapter 14A of the Listing Rules.

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DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the meanings set out below:

"Annual Cap"	the maximum total management fees payable by the
	Company to Ping An Asset Management per annum
	in connection with the Existing Ping An Asset
	Management Agreement for the year ending
	December 31, 2020, the particulars of which are set
	out in the paragraph headed "Annual Cap for the
	year ending December 31, 2020" in this
	announcement
"Board"	the board of Directors of the Company
"CBIRC"	China Banking and Insurance Regulatory
	Commission
"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" whose shares are listed
	on the Main Board of the Stock Exchange (stock
	code: 6060)
"connected person(s)"	has the meaning ascribed to it under the Listing
	Rules
"continuing connected	has the meaning ascribed to it under the Listing
transaction(s)"	Rules
"Director(s)"	the director(s) of the Company
"Existing Asset	the agreement entered into by the Company and
Management Agreement"	Ping An Asset Management on January 13, 2014 as
	amended
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of
	the PRC

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"H Shares"	the overseas listed foreign invested ordinary shares
	in the ordinary share capital of the Company, with
	a nominal value of RMB1 each, which are
	subscribed for and traded in Hong Kong dollars,
	and a "H Share" means any one of them
"Insuretech"	use of technology innovations designed to achieve
	savings and efficiency from the traditional
	insurance industry model
"Listing Rules"	the Rules Governing the Listing of Securities on
	The Stock Exchange of Hong Kong Limited (as
	amended and supplemented from time to time)
"Ping An Asset	Ping An Asset Management Co., Ltd. (平安資產管
Management"	理有限責任公司), a company established in May
	2005 in the PRC and a subsidiary of Ping An
	Insurance
"Ping An Insurance"	Ping An Insurance (Group) Co. of	China, Ltd.
	(中國平安保險(集團)股份有限公司), a joint stock
	limited company incorporated in the PRC on March
	21, 1988 listed on Main Board of the Stock
	Exchange (stock code: 02318) and the Shanghai
	Stock Exchange (stock code: 601318), and one of
	our substantial shareholders
"Ping An Life"	Ping An Life Insurance Company of China, Ltd. (中
	國平安人壽保險股份有限公司),	a	company
	incorporated in the PRC whose sole ultimate
	beneficial owner is Ping An Insurance
"Ping An P&C"	Ping An Property & Casualty Insurance Company
	of China, Ltd. (中國平安財產保險股份有限公司),
	a company incorporated in the PRC whose sole
	ultimate beneficial owner is Ping An Insurance
"PRC" or "China"	People's Republic of China
"Prospectus"	the prospectus issued by the Company on
	September 18, 2017 in connection with its global
	offering
"RMB"	Renminbi, the lawful currency of the PRC
"Shareholders"	shareholders of the Company

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"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial shareholder"	has the meaning ascribed to it under the Listing
	Rules
"subsidiary(ies)"	has the meaning ascribed to it under the Listing
	Rules
"%"	per cent
	By Order of the Board
	ZhongAn Online P & C Insurance Co., Ltd.
	Yaping Ou
	Chairman

Shanghai, the PRC, December 18, 2019

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Yaping Ou (chairman), Mr. Jin Chen and Mr. Hugo Jin Yi Ou, five non-executive Directors, namely Mr. Xinyi Han, Mr. Jimmy Chi Ming Lai, Mr. Xiaoming Hu, Mr. Liangxu Shi and Mr. Ming Yin, and five independent non-executive Directors, namely Mr. Shuang Zhang, Ms. Hui Chen, Mr. Li Du, Mr. Yifan Li, Mr. Ying Wu and Mr. Wei Ou^^.

• 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.

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

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