ZhongAn Online P & C Insurance : SUPPLEMENTAL NOTICE OF EGM

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)

SUPPLEMENTAL NOTICE OF EGM

References are made to the circular and the notice of the extraordinary general meeting (the "EGM") of ZhongAn Online P & C Insurance Co., Ltd. (the "Company") dated November 12, 2019 (the "Original Notice of EGM"), which set out the time and venue of the EGM and contain the resolutions to be submitted at the EGM for shareholders' approval.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM will be held as originally scheduled 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 resolutions, in addition to the resolutions set out in the Original Notice of EGM:

ORDINARY RESOLUTION

"THAT

• 1. the revised annual cap for the continuing connected transactions under the Online Platform Cooperation Framework Agreement (as defined in the supplemental circular of the Company dated November 22, 2019) (the "Supplemental Circular")) for the year ending December 31, 2019 (the "Further Revised Ant Financial Online Platform Annual Cap"), be and are hereby approved, confirmed and ratified;
  2. the New Online Platform Cooperation Framework Agreement (as defined in the Supplemental Circular) and the transactions contemplated thereunder (including the Ant Financial Annual Caps), be and are hereby approved, confirmed and ratified;
  3. the Auto Co-insurance Cooperation Agreements (as defined in the Supplemental Circular) and the transactions contemplated thereunder (including the Ping An Annual Caps), be and are hereby approved, confirmed and ratified; and
• For identification purposes only and carrying on business in Hong Kong as "ZA Online Fintech P & C".

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1. any one director of the Company be and are hereby generally and unconditionally authorized to do all such further acts and things and to sign and execute all such other or further documents and to take all such steps as he/she may consider necessary, desirable, appropriate or expedient to implement and/or give effect to or otherwise in connection with each of the New Online Platform Cooperation Framework Agreement and the Auto Co-insurance Cooperation Agreements and the transactions respectively contemplated thereunder, and the Further Revised Ant Financial Online Platform Annual Cap."

By order of the Board

ZhongAn Online P & C Insurance Co., Ltd.

Ya Ping Ou

Chairman

Shanghai, the PRC

November 22, 2019

Notes:

1. Save for the inclusion of the additional resolutions, there are no other changes to the other resolutions as set out in the Original Notice of EGM.
2. Since the proxy form sent together with the Circular (the "Original Proxy Form") does not contain the additional resolutions as set out in this supplemental notice of the EGM (the "Supplemental Notice"), a new proxy form (the "Supplemental Proxy Form") is enclosed with this Supplemental Notice.
3. If any shareholder of the Company has not yet lodged the Original Proxy Form according to the instruction in the Original Notice of EGM and wishes to appoint a proxy to attend the EGM on his or her behalf, he or she is required to lodge the Supplemental Proxy Form. In this case, the shareholder of the Company shall not lodge the Original Proxy Form.
4. In order to be valid, the Supplemental Proxy Form together with the notarized power of attorney or other authorization 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).
5. For any shareholder of the Company who has lodged the Original Proxy Form with the Company's H share registrar or the Company's office of the board of directors, please note that:
6. 1. if no Supplemental Proxy Form is lodged with the Company's H share registrar or the Company's office of the board of directors, the Original Proxy Form will be treated as a valid proxy form lodged by the Shareholder if duly completed. The proxy so appointed by the Shareholder will be entitled to vote at his or her discretion or to abstain from voting on the resolutions properly put to the EGM other than those referred to in the Original Notice of EGM and the Original Proxy Form;
   2. if the Supplemental Proxy Form is lodged with the Company's H share registrar or the Company's office of the board of directors at or before 10:00 a.m. on Thursday, December 26, 2019, the Supplemental Proxy Form, whether duly completed or not, will revoke and supersede the Original Proxy Form previously lodged by the shareholder. The Supplemental Proxy Form will be treated as a valid proxy form if duly completed; and

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1. 1. if the Supplemental Proxy Form is lodged with the Company's H share registrar or the Company's office of the board of directors after 10:00 a.m. on Thursday, December 26, 2019, the Supplemental Proxy Form will be deemed invalid. It will not revoke the Original Proxy Form previously lodged by the Shareholder. The Original Proxy Form will be treated as a valid proxy form if duly completed. The proxy so appointed by the Shareholder will be entitled to vote at his or her discretion or to abstain from voting on the resolutions properly put to the EGM other than those referred to in the Original Notice of EGM and the Original Proxy Form.
2. Completion and return of the Original Proxy Form and/or the Supplemental Proxy Form will not preclude a shareholder of the Company from attending and voting in person at the EGM or any adjournment thereof if he so wishes.
3. Please refer to the Original Notice of EGM for details about the resolutions to be submitted for consideration and approval at the EGM, eligibility of shareholders of the Company to attend the EGM, appointment of proxies, registration procedures, closure of register of members and other matters.
4. 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 Qu^^.

• 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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