PDF《众安在綫财产保险股份有限公司》

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众安在Q财产保险股份有限公司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) (1) POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON FRIDAY, MAY 24,

2019 (2) ELECTION OF DIRECTORS FOR THE THIRD SESSION OF THE BOARD OF DIRECTORS AND (3) ELECTION OF SHAREHOLDER REPRESENTATIVE SUPERVISORS FOR THE THIRD SESSION OF SUPERVISORY COMMITTEE POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON FRIDAY, MAY 24,

2019 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, May 24, 2019, the proposed resolutions as set out in the notice of the AGM dated April 9,

2019 and the supplemental notice of the AGM dated April 30,

2019 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 of board of directors of the Company for the year ended December 31, 2018. 1,081,215,420 (99.741%) 2,775,500 (0.256%) 29,919 (0.003%) 2. To consider and approve the report of supervisory committee of the Company for the year ended December 31, 2018. 1,081,215,420 (99.741%) 2,775,500 (0.256%) 29,919 (0.003%) ?

1 ? Ordinary Resolutions Number of Votes (Approximate %) For Against Abstain 3. To consider and approve the report of the auditors and audited financial statements of the Company for the year ended December 31, 2018. 1,081,215,420 (99.741%) 2,775,500 (0.256%) 29,919 (0.003%) 4. To consider and approve the re-appointment of auditors for the year ending December 31, 2019. 1,081,135,839 (99.734%) 2,885,000 (0.266%)

0 (0.000%) 5. To consider and approve the election of directors for the third session of the board of directors. 5.1 To consider and approve the re-election of Mr. Yaping Ou as an executive director of the Company to hold office until the expiry of the term of the third session of the board of directors. 1,075,114,654 (99.178%) 8,906,185 (0.822%)

0 (0.000%) 5.2 To consider and approve the re-election of Mr. Jin Chen as an executive director of the Company to hold office until the expiry of the term of the third session of the board of directors. 1,080,792,111 (99.702%) 3,228,728 (0.298%)

0 (0.000%) 5.3 To consider and approve the re-election of Mr. Hugo Jin Yi Ou as an executive director of the Company to hold office until the expiry of the term of the third session of the board of directors. 1,080,682,711 (99.692%) 3,338,128 (0.308%)

0 (0.000%) 5.4 To consider and approve the re-election of Mr. Xinyi Han as a non-executive director of the Company to hold office until the expiry of the term of the third session of the board of directors. 1,080,562,973 (99.681%) 3,457,866 (0.319%)

0 (0.000%) 5.5 To consider and approve the re-election of Mr. Jimmy Chi Ming Lai as a non-executive director of the Company to hold office until the expiry of the term of the third session of the board of directors. 1,041,707,934 (96.096%) 42,241,405 (3.897%) 71,500 (0.007%) 5.6 To consider and approve the re-election of Mr. Xiaoming Hu as a non-executive director of the Company to hold office until the expiry of the term of the third session of the board of directors. 1,080,562,973 (99.681%) 3,457,866 (0.319%)

0 (0.000%) 5.7 To consider and approve the election of Mr. Liangxun Shi as a non-executive director of the Company to hold office until the expiry of the term of the third session of the board of directors. 1,080,562,973 (99.681%) 3,457,866 (0.319%)

0 (0.000%) ?

2 ? Ordinary Resolutions Number of Votes (Approximate %) For Against Abstain 5.8 To consider and approve the election of Mr. Ming Yin as a non-executive director of the Company to hold office until the expiry of the term of the third session of the board of directors. 1,080,562,973 (99.681%) 3,457,866 (0.319%)

0 (0.000%) 5.9 To consider and approve the re-election of Mr. Shuang Zhang as an independent non-executive director of the Company to hold office until the expiry of the term of the third session of the board of directors. 1,077,687,607 (99.416%) 6,333,232 (0.584%)

0 (0.000%) 5.10 To consider and approve the re-election of Ms. Hui Chen as an independent non-executive director of the Company to hold office until the expiry of the term of the third session of the board of directors. 1,081,245,339 (99.744%) 2,775,500 (0.256%)

0 (0.000%) 5.11 To consider and approve the re-election of Mr. Yifan Li as an independent non-executive director of the Company to hold office until the expiry of the term of the third session of the board of directors. 1,080,177,058 (99.645%) 3,843,781 (0.355%)

0 (0.000%) 5.12 To consider and approve the re-election of Mr. Ying Wu as an independent non-executive director of the Company to hold office until the expiry of the term of the third session of the board of directors. 1,081,245,339 (99.744%) 2,775,500 (0.256%)

0 (0.000%) 5.13 To consider and approve the election of Mr. Wei Ou as an independent non-executive director of the Company to hold office until the expiry of the term of the third session of the board of directors. 1,081,245,339 (99.744%) 2,775,500 (0.256%)

0 (0.000%) 6. To consider and approve the election of shareholder representative supervisors for the third session of the supervisory committee. 6.1 To consider and approve the re-election of Ms. Yuping Wen as a shareholder representative supervisor of the Company to hold office until the expiry of the term of the third session of the supervisory committee. 1,080,948,839 (99.717%) 3,072,000 (0.283%)

0 (0.000%) ?

3 ? Ordinary Resolutions Number of Votes (Approximate %) For Against Abstain 6.2 To consider and approve the re-election of Ms. Baoyan Gan as a shareholder representative supervisor of the Company to hold office until the expiry of the term of the third session of the supervisory committee. 1,081,245,339 (99.744%) 2,775,500 (0.256%)

0 (0.000%) Special Resolution Number of Votes (Approximate %) For Against Abstain 7. To consider and approve the grant of a general mandate to the board of directors of the Company to issue shares. 1,043,512,255 (96.263%) 40,508,584 (3.737%)

0 (0.000%) Ordinary Resolutions Number of Votes (Approximate %) For Against Abstain 8. THAT 8.1 the Online Platform Cooperation Framework Agreement (as defined in the supplemental circular of the Company dated April 30,

2019 (the Supplemental Circular )) and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

882,245,039 (99.685%) 2,775,500 (0.314%)

300 (0.001%) 8.2 the revised annual cap for the continuing connected transaction under the Online Platform Cooperation Framework Agreement (as defined in the Supplemental Circular) for the year ending December 31,

2019 (the Revised Annual Cap ), be and are hereby approved, confirmed and ratified;

and 882,245,039 (99.685%) 2,775,500 (0.314%)

300 (0.001%) 8.3 any one director of the Company be and are hereby generally and unconditionally authorised 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 which in the opinion of the directors may be necessary, appropriate or desirable or expedient to implement and/or give effect to the Online Platform Cooperation Framework Agreement, the Revised Annual Cap and the transactions contemplated thereunder. 882,138,139 (99.674%) 2,875,500 (0.325%) 7,200 (0.001%) ?

4 ? Notes: (a) As more than half of the votes were cast in favour of each of the resolutions numbered

1 to

6 and

8 above, such resolutions were duly passed as ordinary resolutions. As more than two-thirds of the votes were cast in favour of the resolution numbered

7 above, such resolution was duly passed as a special resolution. (b) 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 1,000,000,000 were domestic shares and 469,812,900 were H shares). (c) The total number of shares entitling the Shareholders to attend and vote on the resolutions numbered

1 to

7 was 1,000,000,000 domestic shares and 469,812,900 H shares. A total of

3 domestic Shareholders or authorized proxies, holding an aggregate of 1,000,000,000 domestic shares, representing approximately 68.036% of the total shares of the Company with voting rights, attended the AGM. A total of

5 H Shareholders or authorized proxies, holding an aggregate of 84,020,839 H shares, representing approximately 5.716% of the total shares of the Company with voting rights, attended the AGM. (d) The total number of shares entitling the Shareholders to attend and vote on the resolutions numbered

8 was 801,000,000 domestic shares and 469,812,900 H shares. A total of

3 domestic Shareholders or authorized proxies, holding an aggregate of 801,000,000 domestic shares, representing approximately 63.031% of the total shares of the Company with voting rights, attended the AGM. A total of

5 H Shareholders or authorized proxies, holding an aggregate of 84,020,839 H shares, representing approximately 6.612% of the total shares of the Company with voting rights, attended the AGM. (e) As stated in the Supplemental Circular, Ant Small and Micro Financial Services Group Co., Ltd.# (浙江蚂蚁小微金融服务集团股份有限公司) ( Ant Financial ) and its associates, who were interested in, controlled and were entitled to exercise control an aggregate 199,000,000 domestic shares as at the date of the AGM, have abstained from voting on the resolutions numbered

8 at the AGM. (f) Save as disclosed above, 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 ). (g) Save as disclosed above, no Shareholder was required under the Listing Rules to abstain from voting on the resolutions at the AGM. (h) Save as disclosed above, none of the Shareholders have stated their intention in the Company'

s circular of the AGM dated April 9,

2019 or the Supplemental Circular to vote against or to abstain from voting on the resolutions at the AGM. (i) The Company'

s representatives of shareholders, Mr. Guoping Wang and Ms. Suk Yi Cheung, and supervisor, Ms. Yuping Wen, 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 DIRECTORS FOR THE THIRD SESSION OF THE BOARD OF DIRECTORS Upon the approval at the AGM, Mr. Yaping Ou, Mr. Jin Chen and Mr. Hugo Jin Yi Ou were re-elected as the executive directors of the third session of the Board of ?

5 ? Directors, Mr. Xinyi Han, Mr. Jimmy Chi Ming Lai and Mr. Xiaoming Hu were re-elected as the non-executive directors of the third session of the Board of Directors, and Mr. Shuang Zhang, Ms. Hui Chen, Mr. Yifan Li and Mr. Ying Wu were re-elected as the independent non-executive directors of the third session of the Board of Directors. Meanwhile, Mr. Liangxun Shi and Mr. Ming Yin were elected as non-executive directors of the third session of the Board of Directors and Mr. Wei Ou ........