Cathay Group Holdings Inc. — AGM Information 2021

Apr 27, 2021

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CATHAY MEDIA AND EDUCATION GROUP INC. 華夏視聽教育集團

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1981)

Number of shares to which this form of proxy relates [(Note][1)]

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, 27 MAY 2021

I/We [(Note][2)]

of

being the registered holder(s) of shares in the issued share capital of Cathay Media and Education Group Inc. (the “Company”) hereby appoint the Chairperson of the meeting [(Note][3)] or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the “AGM”) of the Company for the year 2021 to be held at Administration Building, No. 3666, Hongjing Avenue, Jiangning District, Nanjing, Jiangsu Province, PRC on Thursday, 27 May 2021 at 11:00 a.m. (and at any adjournment thereof).

Please tick (“�”) the appropriate boxes to indicate how you wish your vote(s) to be cast [(Note][4)] .

			ORDINARY RESOLUTIONS FO
	1.		To receive the audited consolidated financial statements and the reports of the directors and auditors for the year ended 31 December 2020.
	2.		To declare a final dividend of HK$0.08 per share for the year ended 31 December 2020.
	3.		(a) To re-elect Mr. PU Shulin as executive director.
			(b) To re-elect Mr. SUN Haitao as executive director.
			(c) To re-elect Mr. WU Ye as executive director.
	4.		To authorise the board of directors to fix the remuneration of directors of the Company for the year ending 31 December 2021.
	5.		To re-appoint PricewaterhouseCoopers as auditors and to authorize the board of directors to fix their remuneration.
	6.		To give a general mandate to the directors to buy back shares of the Company not exceeding 10% of the total number of issued shares of the Company as at the date of passing of this resolution.
	7.		To give a general mandate to the directors to issue, allot and deal with additional shares of the Company not exceeding 20% of the total number of issued shares of the Company as at the date of passing of this resolution.
	8.		To extend the general mandate granted to the directors to issue, allot and deal with additional shares in the capital of the Company by the aggregate number of the shares bought back by the Company.
	Date: Notes: 1. 2. 3. 4. 5. 6. 7. 8. 9.		2021 Signature(s)(Note 5) Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relat name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. If any proxy other than the Chairperson of the meeting is preferred, please strike out the words “the Chairperson of the meeting” and insert t provided. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person as his proxy to atte holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. A proxy does need not present in person or by proxy shall be entitled to one vote for each share held by him. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“�”) THE BOX MARKED “FOR”. IF YOU WISH TICK (“�”) THE BOX MARKED “AGAINST”.If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will als properly put to the AGM other than those referred to in the notice convening the AGM. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either u or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON W In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of will be determined by the order in which the names stand in the Register of Members of the Company. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notar Company’s share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less tha or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the ‘Purposes’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.