China Maple Leaf Educational Systems Limited — AGM Information 2021

Dec 30, 2021

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China Maple Leaf Educational Systems Limited 中國楓葉教育集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1317)

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

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, 8 FEBRUARY 2022 AT 9:30 A.M.

I/We [(Note][2)]

of

being the registered holder(s) of shares in the issued share capital of China Maple Leaf Educational Systems Limited 中國楓葉教育集團有限公司* (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 for the year 2022 to be held at Conference Room, Suite 1001, 10/F., Block B, Zhihui Jiayuan, No. 76 Baohe Avenue, Baolong Community, Baolong Street, Longgang District, Shenzhen, Guangdong Province, China on Tuesday, 8 February 2022 at 9:30 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
	1.		To receive the audited consolidated financial statements of the Company and the reports of thedirectors (the “Directors”) and auditors for the year ended 31 August 2021.
	2.		(a)To re-elect Mr. Alan Shaver as an Independent Non-executive Director.
			(b)To re-elect Mr. Lap Tat Arthur Wong as an Independent Non-executive Director.
			(c)To authorise the board of directors (the “Board”) to fix the respective Directors’remuneration.
	3.		To re-appoint Deloitte Touche Tohmatsu as auditors and to authorise the Board to fix theirremuneration.
	4.		To give a general mandate to the Directors 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.
	5.		To give a general mandate to the Directors to issue, allot and deal with additional shares of theCompany not exceeding 20% of the total number of issued shares of the Company as at the date ofpassing of this resolution.
	6.		To extend the general mandate granted to the Directors to issue, allot and deal with additional sharesin the capital of the Company by the aggregate number of the shares repurchased by the Company.
	Date	:	Signature(s) (Note 5

Notes:

1. 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 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 or” 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 a proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

3. 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.

4. 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 .

5. 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.

6. 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 notarially certified copy thereof, must be deposited at the Company’s branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 9:30 a.m. on 6 February 2022 and in any event not less than 48 hours before the time appointed for the AGM or any adjournment thereof.

7. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish. 9. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this statement has the same meaning as “personal data” defined in the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong)“ Purposes (“ PDPO ”). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the”). Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Form (the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company 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. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.

* For identification purposes only