China Maple Leaf Educational Systems Limited — Proxy Solicitation & Information Statement 2024

Aug 5, 2024

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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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 28 AUGUST 2024 AT 11:15 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 extraordinary general meeting (the “ EGM* ”) of the Company to be held at Conference Room, 6/F, No. 13, Baolong First Road, Baolong Street, Longgang District, Shenzhen, Guangdong Province 518116, China on Wednesday, 28 August 2024 at 11:15 a.m. (and at any adjournment thereof) in respect of the resolution set out in the notice convening the EGM as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. Terms used in this form of proxy shall have the same meanings as defined in the circular of the Company dated 5 August 2024 unless the context requires otherwise.

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

	SPECIAL RESOLUTION#
	To approve the adoption of the new amended and restated memorandum and articles of association of the Company in substitution for, and to the exclusion of, the existing amended and restated memorandum of association and articles of association of the Company with immediate effect after the close of the EGM, and to authorise any one director or company secretary of the Company to do all things necessary to implement the adoption of the new amended and restated memorandum and articles of association of the Company.
	# F Date: Notes 1. 2. 3. 4.

1. 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 .

2. 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.

3. 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 11:15 a.m. on 26 August 2024 and in any event not less than 48 hours before the time appointed for the EGM or any adjournment thereof.

4. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM 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) (“ PDPO ”). 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 “ Purposes ”). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer 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 Data Privacy Officer of Tricor Investor Services Limited at the above address.

• For identification purposes only