Scholar Education Group — AGM Information 2023

Apr 19, 2023

SCHOLAR EDUCATION GROUP 思 考 樂 教 育 集 團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1769)

FROM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 19 MAY 2023

I (We) (Note 1) of Shareholders’ Account: the holder(s) of ‘‘Company’’), now appoint(Note 3 of	1)	1)	1)
				and I.D. No.: being share(s)(Note 2) of Scholar Education Group (the ) , I.D. No.:
		now appoint(Note 3

or failing him/her, the chairman of the meeting as my(our) proxy to attend and vote for me(us) and on my(our) behalf at the annual general meeting of the Company (the ‘‘AGM’’) (or at any adjourned meeting thereof) to be held at Rooms 401–410, 4th Floor, Yunfeng Garden, 29 Youyi Road, Jianan Community, Nanhu Street, Luohu District, Shenzhen, the People’s Republic of China on Friday, 19 May 2023 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the AGM and at such AGM to vote for me/us and in my/our name(s) in respect of the resolutions as indicated[4)] below[(Note] .

	Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	FOR(Note 4)	AGAINST(Note 4)
	1.	To receive and consider the audited financial statements, the report of the directors and the independent auditor’s report for the year ended 31 December 2022.
	2.	(a)	(1) To re-elect Mr. Chen Qiyuan as a director of the Company.
			(2) To re-elect Mr. Qi Mingzhi as a director of the Company.
		(b)	To appoint Ms. Yim Ka Man as a director of the Company.
		(c)	To authorise the board of directors of the Company to fix the directors’ remuneration.
	3.	To re-appoint PricewaterhouseCoopers as the auditor of the Company and authorise the board of directors of the Company to fix their remuneration.
	4.	To grant a general mandate to the directors to repurchase the Company’s shares.
	5.	To grant a general mandate to the directors to allot, issue or otherwise deal with the Company’s shares.
	6.	To extend the general mandate granted to the directors to issue the Company’s shares by the number of shares repurchased.
	Special Resolution			For(Note 4)	Against(Note 4)
	7.	To approve the proposed amendments to the existing memorandum of association and articles of association of the Company, and approve and adopt the second amended and restated memorandum of association and articles of association of the Company in substitution for, and to the exclusion of, the existing memorandum of association and articles of association of the Company.

Signature:[(Note][5)]

2023

Date:

Notes:

1. Please insert full name(s) and address(es) in BLOCK LETTERS. The names of all joint holders should be stated.

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

3. Please insert the name and address of your proxy. If this is left blank, the chairman of the AGM will act as your proxy. One or more proxies may be appointed to attend and vote at the AGM provided that such proxies must attend the AGM in person on your behalf. Any alteration made to this form of proxy must be signed by the person who signs it.

4. Important: If you wish to vote FOR a resolution, please tick the appropriate box marked ‘‘For’’. If you wish to vote AGAINST a resolution, please tick the appropriate box marked ‘‘Against’’. In the absence of any such indication, the proxy will vote or abstain at his/her discretion.

5. This form of proxy must be in writing under the hand of the appointor or of his/her attorney authorised in writing, or if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

6. In the case of joint holders, the vote of the senior who tenders a vote, either in person or by proxy, will be accepted to the exclusion of the 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. 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 Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no less than 48 hours before the time appointed for the holding of the AGM or any adjourned meeting thereof.

8. The proxy needs not be a member of the Company.

9. Completion and deposit of the form of proxy will not preclude you from attending and voting in person at the AGM if you so wish, and in such case, this form of proxy shall be deemed to be revoked.

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 (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 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 (Chapter 486 of the Laws of Hong Kong) and any such request should be made in writing by mail to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at the above address.