Neusoft Education Technology : ANNUAL GENERAL MEETING TO BE HELD ON 25 MAY 2021 OR AT ANY ADJOURNMENT THEREOF - FORM OF PROXY

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9616)

ANNUAL GENERAL MEETING TO BE HELD ON 25 MAY 2021 OR

AT ANY ADJOURNMENT THEREOF

FORM OF PROXY

I/We1 of

being the registered holder(s) of	2

shares (the "Shares") of HK$0.0002 each in the capital of Neusoft Education Technology Co. Limited (東軟教育科技有限公司) (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING3, or

of

(who representsshares held by me/us)2 as my/our proxy to attend and act

for me/us and on my/our behalf at the annual general meeting (the "Meeting") of the Company to be held at No. 6 Software Park Road, Dalian, Liaoning, China on Tuesday, 25 May 2021 at 10 a.m. (or and at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

		ORDINARY RESOLUTIONS	FOR4	AGAINST4
1.	To receive, consider and adopt the audited consolidated financial statements of the
	Company and the reports of the directors (the "Director(s)") and auditors (the "Auditors")
	of the Company for the year ended 31 December 2020.
2.	(a) To declare a final dividend of HK 2.7 cents per ordinary Share (the "Final Dividend")
		for the year ended 31 December 2020.
	(b)	Any Director be and is hereby authorised to take such action, do such things and
		execute such further documents as the Director may at his/her absolute discretion
		consider necessary or desirable for the purpose of or in connection with the
		implementation of the payment of the Final Dividend.
3.	(a) To re-elect the following retiring Directors of the Company:
		i. Dr. LIU Jiren as a non-executive Director of the Company;
		ii. Dr. WEN Tao as an executive Director of the Company;
		iii. Mr. RONG Xinjie as a non-executive Director of the Company;
		iv. Dr. YANG Li as a non-executive Director of the Company;
		v. Dr. ZHANG Yinghui as a non-executive Director of the Company;
		vi. Dr. LIU Shulian as an independent non-executive Director of the Company;
		vii. Dr. QU Daokui as an independent non-executive Director of the Company; and
		viii. Dr. WANG Weiping as an independent non-executive Director of the Company.
	(b)	To elect Mr. Sun Yinhuan as a non-executive Director of the Company.
	(c)	To authorise the board of the Directors to fix the remuneration of the Directors.
4.	To re-appoint PricewaterhouseCoopers as the Auditors and authorise the board of the
	Directors to fix their remuneration.
5.	To grant a general mandate to the Directors to allot, issue and deal with the securities in the
	capital of the Company not exceeding 20% of the total number of shares of the Company in
	issue as at the date of the Meeting.
6.	To grant a general mandate to the Directors to repurchase the securities of the Company not
	exceeding 10% of the total number of shares of the Company in issue as at the date of the
	Meeting.
7.	To extend, conditional upon the passing of resolutions no.5 and 6 above, the general
	mandate to issue new shares under resolution no.5 by adding the total number of shares of
	the Company repurchased under resolution no.6.

Signature5

Date

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.
2. Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).
3. If any proxy other than the Chairman of the Meeting is preferred, strike out "the Chairman of the Meeting" 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 WHO SIGNS IT.
4. IMPORTANT: If you wish to vote for a resolution, tick in the box marked "For". If you wish to vote against a resolution, tick in the box marked "Against". If no direction is given, your proxy may vote or abstain as 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 referred to the notice convening the Meeting.
5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer, attorney or other person duly authorized to sign the same.
6. In order to be valid, this form of proxy together with the notarially certified power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting (i.e. before 10 a.m. on Sunday, 23 May 2021) or the adjourned Meeting.
7. In the case of joint holders of shares, any one of such holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
8. The proxy needs not be a member of the Company but must attend the Meeting in person to represent you.
9. Completion and return of this form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.
10. The full text of the proposed resolution appears in the notice of the Meeting.

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.