ZhongAn Online P & C Insurance : NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2019

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 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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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.

As at the date of this announcement, the Board of Directors of the Company 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. Liangxun Shi** and Mr. Ming Yin##, and five independent non-executive Directors, namely Mr. Shuang Zhang, Ms. Hui Chen, Mr. Yifan Li, Mr. Ying Wu and Mr. Wei Ou^^.

• 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.

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