Shanghai Gench Education Group Limited — Proxy Solicitation & Information Statement 2021

Sep 9, 2021

SHANGHAI GENCH EDUCATION GROUP LIMITED 上海建橋教育集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1525)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 29 SEPTEMBER 2021

I/We[(Note][1)]

of

being the registered holder(s) of[(Note][2)]

shares of HK$0.01 each in the capital of

Shanghai Gench Education Group Limited (the ‘‘Company’’), HEREBY APPOINT[(Note][3)]

(address) or

(name) of (address) 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 extraordinary general meeting of the Company to be held at N510, Library Building, Shanghai Jian Qiao University, No. 1111, Huchenghuan Road, Pudong New Area, Shanghai, China on Wednesday, 29 September 2021 at 1: 30 p.m. (and at any adjournment thereof). I/We direct that my/our vote(s) be cast on the specified resolution as indicated by a ‘‘✓’’ in the appropriate boxes. In the absence of any indication, the proxy may vote in respect of that resolution at his/her discretion.

• ORDINARY RESOLUTION FOR[(Note][4)] AGAINST[(Note][4)]

• 1. (a) To approve the declaration and payment of an interim dividend of HK$0.10 per ordinary share out of the share premium account of the Company (the ‘‘Interim Dividend’’) to the shareholders of the Company whose names appear on the register of members of the Company on the record date fixed by the board of directors (the ‘‘Directors’’) of the Company for determining the entitlements to the Interim Dividend; and
  • (b) To authorise the Directors to take such action, do such things and execute such further documents as the Directors may at their absolute discretion consider necessary or desirable for the purpose of or in connection with the payment of the Interim Dividend.

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

Date:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The name of all joint registered holders should be stated.

2. Please insert the number of shares registered in your name(s) to which the 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).

3. Please insert the name and address of the proxy. If no name is inserted, the chairman of the meeting will act as the proxy. A shareholder may appoint one or more proxies to attend and vote in his/her stead at the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the shareholder. To appoint more than one proxy, a photocopy of this proxy form may be used. The proxy need not be a shareholder of the Company but must attend the meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PUT A TICK IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK IN THE BOX MARKED ‘‘AGAINST’’. Failure to do so will entitle your proxy to vote or abstain at he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer duly authorised.

6. In the case of joint registered holders of any shares, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Company’s register of members in respect of the relevant joint holding.

7. In order to be valid, the signed and completed form of proxy 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 as soon as possible and in any event not less than 48 hours before the time of the extraordinary general meeting of the Company (i.e. not later than 1: 30 p.m. on Monday, 27 September 2021) or any adjournment thereof. If a form of proxy is signed by an attorney of a shareholder who is not a corporation, the power of attorney or other authority under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong) must be delivered to the Company’s branch share registrar in Hong Kong together with the form of proxy.

8. Completion and return of this form of proxy shall not preclude you from attending and voting in person at the meeting or any adjourned meeting thereof should you so wish, but your proxy’s authority to vote on a resolution is to be regarded as revoked if you attend in person at the meeting and vote on that particular resolution.

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 meeting of the Company (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 for use in connection with the Purposes and to such parties who are authorized 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 and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Services Limited at the above address.