DASHAN EDUCATION HOLDINGS LIMITED

大山 教育控 股 有 限 公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9986)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

TO BE HELD ON MONDAY, 7 JUNE 2021 AT 10:00 A.M.

I/We note 1

of

being the registered holder(s) of note 2

ordinary shares of HK$0.01 each in the capital of Dashan Education Holdings Limited 大山教育控股有限公司 (the "Company"), HEREBY

APPOINT note 3 THE CHAIRMAN OF THE MEETING, or

of

as my/our proxy to attend for me/us and on my/our behalf at the annual general meeting (the "AGM") (and at any adjournment thereof) of the Company to be held at 19th Floor, Guoxin Plaza, Crossroad of Zhongzhou Avenue and Minghong Road, Jinshui District, Zhengzhou, Henan Province, the PRC on Monday, 7 June 2021 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 the AGM (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS

FOR note 4

AGAINST note 4

1.

To receive, consider and adopt the audited financial statements, the directors' report and

the independent auditor's report of the Company for the year ended 31 December 2020.

2.

(A)

to re-elect the following retiring directors of the Company ("Directors") who are

standing for re-election at the AGM

(i)

Mr. Zhang Hongjun as an executive Director.

(ii)

Mr. Shan Jingchao as an executive Director.

(iii) Mr. Ma Wenhao as an executive Director.

(B)

to authorise the board of Directors (the "Board") to fix the remuneration of

Directors.

3.

To re-appoint Deloitte Touche Tohmatsu as the auditor of the Company and to authorise

the Board to fix their remuneration.

4.

To grant a general mandate to the Directors to allot, issue or otherwise deal with

additional shares of the Company*.

5.

To grant a general mandate to the Directors to repurchase the Company's shares*.

6.

To extend the general mandate granted to the Directors to allot, issue or otherwise deal

with additional shares of the Company by the number of shares repurchased*.

Date:

Signature(s) note 5:

Notes:

  1. Full name(s) and address(es) must be inserted in BLOCK CAPITAL LETTERS. The names of all joint 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. If any proxy other than the chairman is preferred, please strike out "THE CHAIRMAN OF THE MEETING, or" and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO
    SIGN(S) IT.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE RELEVANT BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE RELEVANT BOX MARKED "AGAINST". Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.
  5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly 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 authorised to sign the same.
  6. Any shareholder of the Company ("Shareholder") entitled to attend and vote at the AGM of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A Shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. A proxy need not be a Shareholder. In addition, a proxy or proxies representing either a Shareholder who is an individual or a Shareholder which is a corporation shall be entitled to exercise the same powers on behalf of the Shareholder which he or they represent as such Shareholder could exercise.
  7. This form of proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the office of the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the AGM or adjourned meeting at which the person named in this form of proxy proposes to vote, and in default this form of proxy shall not be treated as valid. Completion and return of a form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof, should you so wish.
  1. Instead of lodging this form of proxy to Tricor Investor Services Limited, you may also submit the form of proxy electronically at https://spot-emeeting.tricor.hk/#/481 in accordance with the instructions printed on the notification letter sent to you by post on Friday, 23 April 2021.
  2. Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

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 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. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.

* The full text of the resolution is set out in the notice of AGM.

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Dashan Education Holdings Ltd. published this content on 23 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 April 2021 04:13:04 UTC.