Virscend Education Company Limited — Proxy Solicitation & Information Statement 2021

Sep 13, 2021

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Virscend Education Company Limited 成實外教育有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1565)

Form of Proxy for use at the Extraordinary General Meeting to be held on 19 November 2021

I/We,

of

being holder(s) of[Note]

(1)

shares of HK$0.01 each in the capital of Virscend Education

Company Limited (the “ Company ”) hereby appoint the Chairman of the meeting[Note][(2)] or

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting (“ EGM ”) of the Company to be held on 19 November 2021 at 3:00 p.m. at Room 105, No. 23 He Xin Lu, Pidu District, Chengdu, Sichuan Province, the People’s Republic of China or at any adjournment thereof in respect of the resolution set out in the notice convening the said meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit:

ORDINARY RESOLUTIONSFORNote (3)AGAINSTNote (3)1.the declaration and payment of an interim dividend of HK$0.019 per ordinaryshare out of the share premium account of the Company (the “InterimDividend”) to shareholders of the Company whose names appear on theregister of members of the Company on the record date fixed by the board (the“Board”) of directors (the “Directors”) of the Company for determining theentitlements to the Interim Dividend be and is hereby approved.2.the Directors be and are hereby authorised to take such action, do such thingsand execute such further documents as the Directors may at their absolutediscretion consider necessary or desirable for the purpose of or in connectionwith the payment of the Interim Dividend.

Dated this

day of 2021 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 in the capital of the Company registered in your name(s).

2. A shareholder may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. 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.

4. If the appointor is a corporation, this form must be executed under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.

5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of shareholders in respect of such share shall alone be entitled to vote in respect thereof.

6. To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the meeting (i.e. before 3:00 p.m. on 17 November 2021). No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

7. A proxy need not be a shareholder of the Company.

8. PERSONAL INFORMATION COLLECTION STATEMENT

   • (i) “Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”).

   • (ii) The supply of your Personal Data to the Company is on a voluntary basis and such data will be used for processing your instructions as stated in this form of proxy.

   • (iii) Your Personal Data will not be transferred to any third parties (other than the Share Registrars of the Company) unless it is a requirement to so do 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 purposes.

   • (iv) You and your appointed proxy have the right to request access to and/or to correct the respective Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing addressed to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.