ZhongAn Online P & C Insurance : PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

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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)

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

This announcement is made pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

According to the Company Law of the People's Republic of China and relevant requirements of the China Banking and Insurance Regulatory Commission (the "CBIRC"), the board of directors (the "Board") of ZhongAn Online P & C Insurance Co., Ltd. (the "Company") proposes to amend certain provisions of the Articles of Association of ZhongAn Online P & C Insurance Co., Ltd. (the "Articles of Association") in light of the actual situations.

The meeting of the Board of the Company held on March 23, 2021 has considered and approved the resolutions on the amendments to the Articles of Association of the Company. Such resolutions will be submitted to the annual general meeting of the Company to be held on April 30, 2021 (the "AGM") for consideration and approval. Approval on the amended Articles of Association of the Company, after it has been considered and approved at the AGM, will need to be sought from the CBIRC. The amended Articles of Association of the Company will become effective from the date of approval granted by the CBIRC. The details of the proposed amendments are set out in Appendix I and Appendix II to this announcement.

A circular which includes, among other things, the information in relation to the proposed amendments and a notice of the AGM, will be dispatched to the shareholders of the Company as soon as practicable.

By Order of the Board

ZhongAn Online P & C Insurance Co., Ltd.

Yaping Ou

Chairman

Shanghai, the PRC, March 23, 2021

As at the date of this announcement, the board of directors of the Company comprises two executive directors, namely Mr. Yaping Ou (chairman) and Mr. Hugo Jin Yi Ou, four non-executive directors, namely Mr. Xinyi Han, Mr. Liangxun Shi, Mr. Ming Yin 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. Weibiao Zhan shall be a non-executive director of the Company upon his qualification as a director of the Company being approved by the China Banking and Insurance Regulatory Commission.

TABLE OF PROPOSED AMENDMENTS ALONG WITH EXISTING ARTICLES OF ARTICLES OF ASSOCIATION OF THE ARTICLES OF ASSOCIATION OF ZHONGAN ONLINE P & C INSURANCE CO., LTD.

Existing Provisions of Articles of No. Association

Amended Provisions of Articles of Association

1

Article 2 The Company is a joint stock limited Article 2 The Company is a joint stock limited company established in accordance with the company established in accordance with the Company Law, the Insurance Law, the Special Company Law, the Insurance Law, the Special Provisions and other relevant laws and Provisions and other relevant laws and

administrative regulations of the state.

administrative regulations of the state.

The Promoters of the Company are Zhejiang The Promoters of the Company are Zhejiang Alibaba E-commerce Co., Ltd. (now renamed Alibaba E-commerce Co., Ltd. (now renamed as Ant Small and Micro Financial Services as Ant Group Co., Ltd. Ant Small and Micro Group Co., Ltd.), Shenzhen Tencent Computer Financial Services Group Co., Ltd.), Shenzhen Systems Company Limited, Ping An Insurance Tencent Computer Systems Company Limited, (Group) Co. of China, Ltd., Unifront Holding Ping An Insurance (Group) Co. of China, Ltd., Limited, Shenzhen Jia De Xin Investment Unifront Holding Limited, Shenzhen Jia De Company Limited, Beijing Ctrip International Xin Investment Company Limited, Beijing Travel Agency Limited, Cnhooray Internet Ctrip International Travel Agency Limited, Technology Co. Ltd., Shanghai Yuanqiang Cnhooray Internet Technology Co. Ltd., Investment Company Limited and Shenzhen Shanghai Yuanqiang Investment Company Rixun Internet Company Limited. The Limited and Shenzhen Rixun Internet Company was established on September 29, Company Limited. The Company was 2013 by way of promotion with approval of established on September 29, 2013 by way of the China Banking and Insurance Regulatory promotion with approval of the China Banking Commission (the "CBIRC") under Bao Jian and Insurance Regulatory Commission (the Xu Ke [2013] No.307, registered with the "CBIRC") under Bao Jian Xu Ke [2013] Shanghai Administration for Industry & No.307, registered with the Shanghai Commerce on October 9, 2013 and obtained Administration for Industry & Commerce on the business license on October 9, 2013 with October 9, 2013 and obtained the business

the number of 310000000120842.

license on October 9, 2013 with the number of 310000000120842.

2

Article 20 ...... (Table) Name of promoter: Article 20 ...... (Table) Name of promoter: Zhejiang Alibaba E-commerce Co., Ltd. (now Zhejiang Alibaba E-commerce Co., Ltd. (now renamed as Ant Small and Micro Financial renamed as Ant Group Co., Ltd. Ant Small and

Services Group Co., Ltd.)

Micro Financial Services Group Co., Ltd.)As of December 31, 2017, the Company's As of December 31, 2017, the Company'sshareholding structure is set out as below:shareholding structure is set out as below:

Number ofFull name of shareholdershares held

(share)Shareholding Lock-up percentage period

Full name of shareholderNumber of shares held

(share)Shareholding Lock-up percentage period

Domestic shares:

Domestic shares:

Ant Small and Micro Financial Services Group Co., Ltd.

199,000,000

• 13.54% 1 year from the H-share IPO date

  Ant Small and Micro Financial Services Group Co., Ltd.

  199,000,000

  • 13.54% 1 year from the H-share IPO date

    Shenzhen Tencent Computer Systems Company Limited

    150,000,000

• 10.21% 1 year from the H-share IPO date

  Shenzhen Tencent Computer Systems Company Limited

  150,000,000

  • 10.21% 1 year from the H-share IPO date

    Ping An Insurance (Group) Co. of China, Ltd.

    150,000,000

• 10.21% 1 year from the H-share IPO date

  Ping An Insurance (Group) Co. of China, Ltd.

  150,000,000

  • 10.21% 1 year from the H-share IPO date

    Shenzhen Jia De Xin Investment Company Limited

    140,000,000

• 9.53% 1 year from the H-share IPO date

  Shenzhen Jia De Xin Investment Company Limited

  140,000,000

  • 9.53% 1 year from the H-share IPO date

    Unifront Holding Limited

    90,000,000

• 6.12% 1 year from the H-share IPO date

  Unifront Holding Limited

  90,000,000

  • 6.12% 1 year from the H-share IPO date

    Cnhooray Internet Technology Co. Ltd.

    81,000,000

• 5.51% 1 year from the H-share IPO date

  Cnhooray Internet Technology Co. Ltd.

  81,000,000

  • 5.51% 1 year from the H-share IPO date

    Qingdao Huilijun Trading Co., Ltd.

    50,000,000

• 3.40% 1 year from the H-share IPO date

  Qingdao Huilijun Trading Co., Ltd.

  50,000,000

  • 3.40% 1 year from the H-share IPO date

    Shanghai Yuanqiang Investment Company Limited

    50,000,000

• 3.40% 1 year from the H-share IPO date

  Shanghai Yuanqiang Investment Company Limited

  50,000,000

  • 3.40% 1 year from the H-share IPO date

    Shenzhen Rixun Internet Company Limited

    30,000,000

• 2.04% 3 year from the H-share IPO date

Shenzhen Rixun Internet Company Limited

30,000,000

• 2.04% 3 year from the H-share IPO date

Full name of shareholderNumber of shares held

(share)Shareholding Lock-up percentage periodNumber ofFull name of shareholdershares held

(share)Shareholding Lock-up percentage period

Shanghai Haoguan Investment Management Partnership (Limited Partnership)

28,570,000

• 1.94% 3 year from the

  H-share IPO

  date

  Shanghai Haoguan Investment Management Partnership (Limited Partnership)

  28,570,000

  1.94% 3 year from the

  H-share IPO

  date

  Shanghai Qianguo Investment Management Partnership (Limited Partnership)

  31,430,000

• 2.14% 3 year from the H-share IPO date

  Shanghai Qianguo Investment Management Partnership (Limited Partnership)

  31,430,000

  • 2.14% 3 year from the H-share IPO date

    Total domestic shares

    1,000,000,000

• 68.04% -

  Total domestic shares

  1,000,000,000

  • 68.04% -

    Morgan Stanley Asia Securities Products LLC

    30,730,833

• 2.09% 1 year from the H-share IPO date

  Morgan Stanley Asia Securities Products LLC

  30,730,833

  • 2.09% 1 year from the H-share IPO date

    CICC Securities (HK) Limited

    31,250,000

• 2.13% 1 year from the H-share IPO date

  CICC Securities (HK) Limited

  31,250,000

  • 2.13% 1 year from the H-share IPO date

    CDH Avatar, L.P.

    62,000,000

• 4.22% 1 year from the H-share IPO date

  CDH Avatar, L.P.

  62,000,000

  • 4.22% 1 year from the H-share IPO date

    Keywise ZA Investment

    61,189,167

    • 4.16% 1 year from the H-share IPO date

      Keywise ZA Investment

      61,189,167

  • 4.16% 1 year from the H-share IPO date

    Equine Forces Limited Partnership

    55,455,000

    • 3.77% 1 year from the H-share IPO date

Equine Forces Limited Partnership

55,455,000

• 3.77% 1 year from the H-share IPO date

H shares issued under the Global Offering

229,187,900

15.59%

-

H shares issued under the Global Offering

229,187,900

15.59%

-

Total overseas listed foreign shares (H shares)

469,812,900

31.96%

-

Total overseas listed foreign shares (H shares)

469,812,900

31.96%

-

Total share capital

1,469,812,900

100.00%

-

Total share capital

1,469,812,900

100.00%

-

* Please refer to Schedule 1 for the information on the previous share transfer.

As approved by the relevant companies authority delegated by the State Council, after its initial public offering of the overseas listed shares for listing on the Hong Kong Stock Exchange on September 28, 2017, as of December 31, 2017, the Company's share capital structure is: 1,469,812,900 ordinary shares in total, among which 1,000,000,000 are domestic shares, representing 68.04% of the Company's total ordinary shares then in issue; and 469,812,900 are overseas listed shares, representing 31.96% of the Company's total ordinary shares then in issue.

* Please refer to Schedule 1 for the information on the previous share transfer.

• 3 Article 22 After its initial public offering and Article 22 After its initial public offering and listing of shares (including completion of the listing of shares (including completion of the over-allotment), the Company's share capital over-allotment), The the Company's share structure is: 1,469,812,900 ordinary shares in capital structure is: 1,469,812,900 ordinary total, among which 1,000,000,000 are unlisted shares in total, among which 50,000,000 shares, representing 68.0359% of the total 1,000,000,000 are unlisted shares, ordinary shares issued by the Company; and representing 3.4018 68.0359% of the total 469,812,900 are overseas listed shares, ordinary shares issued by the Company; and representing 31.9641% of the total ordinary 1,419,812,900 469,812,900 are overseas listed

  shares issued by the Company.

  shares, representing 96.5982 31.9641% of the total ordinary shares issued by the Company.

  Unlisted shares issued by the Company are The Company's shareholding structure is set under centralized depositary of the Shanghai out as below: branch of China Securities Depository and

  Clearing Corporation Limited; whereas the overseas listed shares issued by the Company are under centralized depositary of Hong Kong Securities Clearing Company Limited or share registrar.

  Full name of shareholder	Number of	Shareholding
  shares held	percentage
  (share)
  Domestic shares:
  Shanghai Yuanqiang Investment	50,000,000	3.4018%
  Company Limited
  Total domestic shares	50,000,000	3.4018%
  Total overseas listed foreign	1,419,812,900	96.5982%
  share
  Total share capital	1,469,812,900	100.0000%

  Unlisted shares issued by the Company are under centralized depositary of the Shanghai branch of China Securities Depository and Clearing Corporation Limited; whereas the overseas listed shares issued by the Company are under centralized depositary of Hong Kong Securities Clearing Company Limited or share registrar.

• 4 Article 36 All overseas-listed shares listed in Article 36 All overseas-listed shares listed in Hong Kong which have been fully paid in are Hong Kong which have been fully paid in are freely transferable according to the Articles of freely transferable according to the Articles of Association; provided that, unless such Association, shareholders of the Company are transfer complies with the following not entitled to the right to priority in purchase; requirements, the board of directors may provided that, unless such transfer complies refuse to acknowledge any instrument of with the following requirements, the board of transfer and will not need to provide any directors may refuse to acknowledge any

reason therefor: ……

instrument of transfer and will not need to provide any reason therefor: ……

• 5 Article 179 ……The independent director shall Article 179 ……The proposed independent make a statement regarding his/her director shall make a an assumption of office independence through the media designated by statement regarding indicating his/her the CBIRC prior to the official commencement independence through the national media with of his/her term of office, and promise to great influence or the Company's website the undertake his/her due diligence and ensure media designated by the CBIRC prior to the sufficient time and energy to perform his official commencement of his/her term of duties. The Company shall report the public office after his/her qualification having been statement on media of the independent approved by CBIRC, and promise to undertake

  director to CBIRC for record.

  his/her due diligence and ensure sufficient time and energy to perform his duties. The Company shall report the assumption of office public statement on media of the independent director to CBIRC for record.

• 6 Article 289 The Company has designated the Article 289 The Company has designated the media recognized by the CBIRC and the national media with great influence securities regulatory institution of the listing recognized by the CBIRC and the securities place of the shares of the Company as the regulatory institution of the listing place of the media for the publication of the Company's shares of the Company as the media for the

announcements and information disclosure.

publication of the Company's announcements and information disclosure.

PARTICULARS OF THE AMENDMENTS TO THE RULES OF PROCEDURES

OF THE GENERAL MEETINGS OF THE ARTICLES OF ASSOCIATION

OF ZHONGAN ONLINE P & C INSURANCE CO., LTD. (ANNEX I)

APPENDIX I OF ARTICLES OF ASSOCIATION

TABLE OF PROPOSED AMENDMENTS ALONG WITH EXISTING ARTICLES OF THE RULES OF PROCEDURES OF THE GENERAL MEETINGS

Existing Provisions of the Rules of No. Procedures of the General MeetingsAmended Provisions of the Rules of Procedures of the General Meetings

1

Article 26 ……The independent director shall Article 26 ……The proposed independent make a statement regarding his/her director shall make a an assumption of office independence through the media designated by statement regarding indicating his/her the CBIRC prior to the official commencement independence through the national media with of his/her term of office, and promise to great influence or the Company's website the undertake his/her due diligence and ensure media designated by the CBIRC prior to the sufficient time and energy to perform his official commencement of his/her term of duties. The Company shall report the public office after his/her qualification having been statement on media of the independent approved by CBIRC, and promise to undertake

director to CBIRC for record.

his/her due diligence and ensure sufficient time and energy to perform his duties. The Company shall report the assumption of office public statement on media of the independent director to CBIRC for record.