China Beststudy Education Group — AGM Information 2022

Jun 15, 2022

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**China Beststudy Education Group 卓 越 教 育 集 團 ***

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 3978)

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

REVISED FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, 30 JUNE 2022

I/We [(Note][2)]

of

being the registered holder(s) of shares in the issued share capital of China Beststudy Education Group (the “ Company ”) hereby appoint the Chairman 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 to be held at 41/F, Xinde Business Centre, Zhongshan 4th Road, Yuexiu District, Guangzhou, Guangdong, PRC on Thursday, 30 June 2022 at 2:30 p.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	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		FOR	AGAINST
	1. To receive and consider the audited consolidated financial statements of the Company
		and the reports of the directors		and auditors of the Company for the year ended 31
		December 2021.
	2(a). To re-elect Mr. Junying Tang as an executive					director of the Company.
	2(b). To re-elect Mr. Wenhui Xu as a non-executive director of the Company.
	2(c). To re-elect Mr. Caihe Lin as an independent non-executive director						of the Company.
	2(d). To re-elect Ms. Weiying Guan as an executive director of the Company.
	2(e). To authorize the board of directors of the Company to fix the remuneration of directors
		of the Company.
	3. To give a general mandate to the				directors of the Company to repurchase 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.
	4. To give a general mandate to the			directors of the Company 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.
	5. To extend the general mandate granted to the					directors of the Company to issue, allot and
		deal with additional shares in the			capital of	the Company under the ordinary resolution
		No. 4	by the aggregate number of	the shares repurchased by the Company pursuant to the
		ordinary resolution No. 3.
	6. To appoint Deloitte Touche Tohmatsu Certified Public Accountants						as the auditor of the
		Company to fill the vacancy following the				retirement of Ernst & Young and to hold
		office	until the conclusion of the		next annual general meeting of		the Company, and to
		authorize the board of directors of			the Company to fix their remuneration.
			SPECIAL RESOLUTION					FOR	AGAINST
	7. To approve the proposed amendments to the					memorandum and articles of association of
		the Company and to adopt the			amended and restated memorandum and articles of
		association of the Company in substitution				for and to the exclusion of the existing
		memorandum and articles of association of the Company.

Signature(s) [(Note][5)] :

Dated:

2022

Notes:

1. Please insert the number of shares registered in your name(s). If no number is inserted, this revised form of proxy will be deemed to relate to all the shares of the Company registered in your 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.

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. The Company strongly recommends you to monitor the development of the situation with the COVID-19 and to assess, based on the social distancing policies, the necessity for attending the AGM in person, and the board of directors of the Company respectfully requests that, for the same reason, the shareholders to appoint the chairman of the AGM as their proxy rather than a third party to attend and vote on their behalf at the AGM (or any adjournment thereof).

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM and supplemental notice convening the AGM.

5. This revised 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 under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS REVISED FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

6. 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 the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

7. In order to be valid, this revised form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM (i.e. before 2:30 p.m. on Tuesday, 28 June 2022) or any adjournment thereof.

8. Completion and delivery of the revised form of proxy will not preclude you from attending and voting at the AGM if you so wish.

9. A Shareholder who has already lodged the First Proxy Form with the Share Registrar should note that:

10. (i) subject to (iii) below, if no Revised Proxy Form is lodged with the Share Registrar, the First Proxy Form will be treated as a valid form of proxy lodged by him/her if correctly completed. The proxy so appointed by the Shareholder shall be required to vote in such manner as he/she may be directed under the First Proxy Form and, in respect of the resolutions for the Proposed Amendments and adoption of amended and restated memorandum and articles of association and the proposed change of auditor as set out in the supplemental notice of the Annual General Meeting and Revised Proxy Form, the proxy will be entitled to vote at his/her discretion or to abstain from voting on such resolutions.

11. (ii) if the Revised Proxy Form is lodged with the Share Registrar before the Closing Time, the First Proxy Form previously lodged by him/her will be revoked and superseded by the Revised Proxy Form. The Revised Proxy Form will be treated as a valid form of proxy lodged by the Shareholder if correctly completed.

12. (iii) if the Revised Proxy Form is lodged with the Share Registrar after the Closing Time, the Revised Proxy Form will be invalid. The proxy so appointed by the Shareholder under the First Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (i) above as if no Revised Proxy Form was lodged with the Share Registrar. Accordingly, Shareholders are advised to complete the Revised Proxy Form carefully and lodge the Revised Proxy Form with the Share Registrar before the Closing Time.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this revised form of proxy has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Cap 486 (“ PDPO ”), which includes your and your proxy’s name and address.

You and your proxy’s Personal Data provided in this revised form of proxy will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the Meeting. The supply of your and your proxy’s Personal Data is on a voluntary basis. However, the Company may not be able to process your request unless you provide us with your and your proxy’s Personal Data.

Your and your proxy’s Personal Data will be disclosed or transferred to the Company’s share registrar and its Hong Kong branch share registrar and transfer office and/or other companies or bodies for the purpose stated above, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and will be retained for such period as may be necessary for our verification and record purpose.

By providing your proxy’s Personal Data in this revised form of proxy, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this revised form of proxy and that you have informed your proxy of the purpose for and the manner in which his/her Personal Data may be used.

You/your proxy have/has the right to request access to and/or correction of your/your proxy’s Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy’s Personal Data should be in writing by either of the following means:

By mail to: Personal Data Privacy Officer Computershare Hong Kong Investor Service Limited

Shops 1712−1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong By email to: hkinfo@computershare.com.hk

• For identification purpose only