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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)

POLL RESULTS OF THE ANNUAL GENERAL MEETING

HELD ON FRIDAY, APRIL 30, 2021

AND

ELECTION OF MR. XING JIANG AS AN EXECUTIVE DIRECTOR OF

THE THIRD SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY

POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON FRIDAY, APRIL 30, 2021

The board of directors (the "Board" or "Board of Directors") of ZhongAn Online P & C Insurance Co., Ltd. (the "Company") is pleased to announce that, at the annual general meeting (the "AGM") of the Company held on Friday, April 30, 2021, the proposed resolutions as set out in the notice of the AGM dated March 29, 2021 were duly passed by the shareholders of the Company (the "Shareholders") by way of poll. The poll results are as follows:

Ordinary Resolutions

Number of Votes (Approximate %)

For

Against

Abstain

1.

To consider and approve the report

1,110,540,008

1,694,357

147,700

of the board of directors of the

(99.8344%)

(0.1523%)

(0.0133%)

Company for the year ended

December 31, 2020.

2.

To consider and approve the report

1,110,540,008

1,694,357

147,700

of the supervisory committee of the

(99.8344%)

(0.1523%)

(0.0133%)

Company for the year ended

December 31, 2020.

3.

To consider and approve the report

1,110,418,708

1,815,657

147,700

of the auditors and audited financial

(99.8235%)

(0.1632%)

(0.0133%)

statements of the Company for the

year ended December 31, 2020.

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Ordinary Resolutions

Number of Votes (Approximate %)

For

Against

Abstain

4.

To consider

and approve

the

1,112,265,474

116,091

500

re-appointment of auditors for the

(99.9895%)

(0.0104%)

(0.0001%)

year ending December 31, 2021.

5.

To consider and approve the election

1,092,455,708

19,925,857

500

of Mr. Xing Jiang as an executive

(98.2086%)

(1.7913%)

(0.0001%)

director of the third session of the

board of directors of the Company to

hold office until the expiry of the

term of the third session of the board

of directors.

6.

To consider and approve the

1,110,905,108

1,329,257

147,700

performance

evaluation of

the

(99.8672%)

(0.1195%)

(0.0133%)

directors of the Company for the

year 2020.

Special Resolutions

Number of Votes (Approximate %

For

Against

Abstain

7.

To consider and approve the grant of

1,041,375,488

71,006,077

500

a general mandate to the board of

(93.6167%)

(6.3832%)

(0.0001%)

directors of the Company to issue

shares.

8.

To consider and approve the

1,112,373,565

8,000

500

amendments to the Articles of

(99.9992%)

(0.0007%)

(0.0001%)

Association of the Company.

Notes:

  1. As more than half of the votes were cast in favour of each of the resolutions numbered 1 to 6 above, such resolutions were duly passed as ordinary resolutions. As more than two-thirds of the votes were cast in favour of each of the resolutions numbered 7 and 8 above, such resolutions were duly passed as special resolutions.
  2. As at the date of the AGM, the total number of shares of the Company in issue was 1,469,812,900 shares (of which 50,000,000 were domestic shares and 1,419,812,900 were H shares).
  3. The total number of shares entitling the Shareholders to attend and vote on the resolutions numbered 1 to 8 was 50,000,000 domestic shares and 1,419,812,900 H shares. A total of 1 domestic Shareholder or authorized proxy, holding an aggregate of 50,000,000 domestic shares, representing approximately 3.40% of the total shares of the Company with voting rights, attended the AGM. A total of 4 H Shareholders or authorized proxies, holding an aggregate of 1,062,382,065 H shares, representing approximately 72.28% of the total shares of the Company with voting rights, attended the AGM.
  4. There were no shares entitling the Shareholders to attend and abstain from voting in favour of the resolutions at the AGM as set out in rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

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  1. No Shareholder was required under the Listing Rules to abstain from voting on the resolutions at the AGM.
  2. None of the Shareholders have stated their intention in the Company's circular of the AGM dated March 29, 2021 to vote against or to abstain from voting on the resolutions at the AGM.
  3. The Company's representatives of shareholders, Ms. Yishu Hong and Mr. Haiming Wang, and supervisor, Ms. Baoyan Gan, acted as the vote counters at the AGM. The H share registrar, Tricor Investor Services Limited, acted as the scrutineer for the vote-taking at the AGM.

ELECTION OF MR. XING JIANG AS AN EXECUTIVE DIRECTOR OF THE THIRD SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY

Upon the approval at the AGM, Mr. Xing Jiang was elected as an executive director of the third session of the Board of Directors. The appointment of Mr. Xing Jiang will become effective upon the approval of his qualification as director by the China Banking and Insurance Regulatory Commission (the "CBIRC").

The biographical details and other information to be disclosed as required by rule 13.51(2) of the Listing Rules of Mr. Xing Jiang are as follows:

Xing Jiang (姜興), aged 44, is the acting general manager and chief executive officer of the Company, and an executive director of the Company's subsidiary, ZhongAn Information and Technology Services Co., Ltd. and a director of its subsidiary, ZhongAn (ShenZhen) Life Sciences Co., Ltd. Mr. Jiang joined the Company in April 2014, and is primarily responsible for the overall management of the Company and oversees day-to-day operations at the Company. Mr. Jiang obtained a bachelor's degree of engineering in computer and applications from the Hunan Finance and Economics Institute (湖南財經學院) (which has merged with Hunan University into the current Hunan University) in July 1999. He was in charge of the insurance division at Zhejiang Rongxin Internet Technology Co., Ltd. (浙江融信網絡技術有限 公司), which is wholly-owned by Ant Group Co., Ltd., a substantial shareholder of the Company, from December 2013 to March 2014. From January 2011 to March 2012, he was a senior director at Alibaba (China) Network Technology Co., Ltd. (阿里巴巴(中國)網絡技術有限公司). He has served as a director of Hangzhou Raycloud Technology Co., Ltd (杭州光雲科技股份有限公司), a company listed on the Shanghai Stock Exchange (SSE Stock Code: 688365), since May 2019.

Pursuant to the service contract entered into between the Company and Mr. Jiang, his term of service shall commence from the date of approval of the qualification as a director by the CBIRC up to the expiry of the term of the third session of the Board. Upon expiry of his term of service, he shall be eligible to offer himself for re-election and re-appointment in accordance with the Articles of Association of the Company. According to the terms of Mr. Jiang's service contract, director's fee will be determined by the Remuneration and Nomination Committee of the Company with

− 3 −

reference to factors such as the level of remuneration paid by comparable companies, the time commitment and responsibilities of directors, and the employment conditions of the Company and its subsidiaries and consolidated affiliated entities, and is subject to review by the Remuneration and Nomination Committee of the Company from time to time.

Save as disclosed above, Mr. Jiang confirms that (1) he has not held any other directorships in other listed public companies in the past three years, and he does not hold any other major appointments or professional qualifications, (2) he does not hold any position in the Company or any of its subsidiaries, (3) he does not have any relationships with any directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company and any of its subsidiaries, and (4) he does not hold any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Mr. Jiang also confirms that, as at the date of this announcement, save as disclosed above, there is no other information to be disclosed pursuant to any of the requirements under rule 13.51(2)(h) to (v) of the Listing Rules, nor is there any other matters relating to his appointment that needs to be brought to the attention of the Shareholders.

By Order of the Board of Directors

ZhongAn Online P & C Insurance Co., Ltd.

Yaping Ou

Chairman

Shanghai, the PRC, April 30, 2021

As at the date of this announcement, the board of directors of the Company comprises three executive directors, namely Mr. Yaping Ou (chairman), Mr. Hugo Jin Yi Ou and Mr. Xing Jiang##, three non-executive directors, namely Mr. Xinyi Han, Mr. Liangxun Shi and Mr. Weibiao Zhan**, and five independent non-executive directors, namely Mr. Shuang Zhang, Ms. Hui Chen, Mr. Yifan Li, Mr. Ying Wu and Mr. Wei Ou.

  • For identification purposes only and carrying on business in Hong Kong as "ZA Online Fintech P & C"
  • Mr. Xing Jiang shall be an executive director of the Company upon his qualification as a director of the Company being approved by the CBIRC.
  • Mr. Weibiao Zhan shall be a non-executive director of the Company upon his qualification as a director of the Company being approved by the CBIRC.

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ZhongAn Online P & C Insurance Co. Ltd. published this content on 30 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2021 11:39:02 UTC.