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China Beststudy Education Group Proxy Solicitation & Information Statement 2026

Apr 13, 2026

50935_rns_2026-04-13_d6da10df-7c94-430b-8187-e24f6570a8e4.pdf

Proxy Solicitation & Information Statement

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卓越教育

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 form of proxy relates (Note 1)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON WEDNESDAY, 6 MAY 2026

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 Unit 1544, 15/F, Pioneer Centre, 750 Nathan Road, Mong Kok, Kowloon, Hong Kong on Wednesday, 6 May 2026 at 2:30 p.m. (and at any adjournment thereof).

Please tick $(\checkmark)$ the appropriate boxes to indicate how you wish your vote(s) to be cast (Note 4).

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 2025.
2. To declare and approve payment of a final dividend of HK$11.7 cents per share for the year ended 31 December 2025.
3(a). To re-elect Ms. Weiying Guan as an executive director of the Company.
3(b). To re-elect Mr. Jun Gan as an independent non-executive director of the Company.
3(c). To re-elect Ms. Yu Long as an independent non-executive director of the Company.
3(d). To authorise the board of directors of the Company to fix the remuneration of directors of the Company.
4. To re-appoint Deloitte Touche Tohmatsu as auditors of the Company and to authorise the board of directors of the Company to fix auditors' remuneration.
5. 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 (excluding treasury shares, if any) as at the date of passing of this resolution.
6. To give a general mandate to the directors of the Company to issue, allot and deal with additional shares of the Company (including any sale and transfer of treasury shares) not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution.
7. To extend the general mandate granted to the directors of the Company to issue, allot and deal with additional shares of the Company under the ordinary resolution No. 6 by the aggregate number of the shares repurchased by the Company pursuant to the ordinary resolution No. 5.

Dated: _____ 2026

Signature(s) (Note 5): _____


Notes:

  1. Please insert the number of shares registered in your name(s). If no number is inserted, this 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.

  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.

  5. This form of proxy must be signed by you or your attorney duly authorised 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 authorised. ANY ALTERATION MADE TO THIS 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 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 Monday, 4 May 2026) or any adjournment thereof.

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

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this 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 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 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 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
17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong
By email to: [email protected]

  • For identification purpose only