ATA Creativity Global
For the period ended May 6, 2026. Filed May 6, 2026.
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May 6, 2026 · Filed May 6, 2026
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EX-99.2 · PROXY STATEMENT
Proxy Statement and, being the registered holder of ________________1 common shares, par value US$0.01 per share, (“Common Shares”), of ATA Creativity Global (the “Company”), hereby appoint Ruobai Sima, the Chief Financial Officer of the Company or ____________________________(Name) of _________________________________________(Address)as my/our proxy to attend and act for me/us at the Extraordinary General Meeting 2 (or at any adjournment or postponement thereof) of the Company to be held virtually at 2:00 P.M., Beijing Time, on June 5, 2026. To access the Meeting, shareholders should use the following details:
| International Access | |
|---|---|
| U.S. and Canada (Toll-Free): | +1 (877) 704-4209 |
| International (Toll): | +1 (201) 689-8024 |
| Local Access | |
| Mainland China: | (400) 120 2841 |
| Hong Kong: | (800) 966 842 |
or via live webcast at: https://event.choruscall.com/mediaframe/webcast.html?webcastid=CJjch3Jn. (Passcode: 13760497#).
My/our proxy is instructed to vote on the resolutions in respect of the matters specified in the Notice of the Extraordinary General Meeting as indicated below or, if no such indication is given, as my/our proxy thinks fit:
| 1 | Please insert the number of Common 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 the shares in the Company registered in your name(s). |
| 2 | If any proxy other than the Chief Financial Officer of the Company is preferred, strike out the words “Ruobai Sima, the Chief Financial Officer of the Company or” and insert the name and address of the proxy desired in the space provided. If you are the holder of two or more Common Shares, you may appoint more than one proxy to represent you and vote on your behalf at the Extraordinary General Meeting. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it. |
| For | Against | Abstain | |
| Proposal 1: To approve, as an ordinary resolution, the sale of Company’s direct and indirect subsidiaries, consisting of (i) ATA Testing Authority (Holdings) Limited (“ATA BVI”), together with all of its subsidiaries and variable interest entity, and (ii) a 69.0417% equity interest in Beijing Huanqiuyimeng Education Consultation Corp. “Huanqiuyimeng”) together with all its subsidiaries, held by ACG International Group Limited (“ACGIGL”), a wholly owned subsidiary of the Company, pursuant to a share purchase agreement dated May 6, 2026, by and among the Company, ACGIGL (together with the Company, the “Sellers”), ATA BVI, and Huanqiuyimeng (together with ATA BVI, the “Targets”), and Robox Holding Limited, a British Virgin Islands company with limited liability (the “Buyer”), (the “Disposition Agreement”, and the transaction contemplated therein, the “Disposition”), where the Sellers will sell all of their equity interests in the Targets to the Buyer in exchange for nominal cash consideration of RMB1 (the “Consideration”) (the “Disposition Proposal”). | ¨ | ¨ | ¨ |
|---|---|---|---|
| Proposal 2: To approve, as an ordinary resolution, the consummation of a private placement transaction between the Company and a certain investor, as contemplated by a certain subscription agreement (the “Subscription Agreement”, the transaction contemplated therein, the “PIPE”) dated May 6, 2026, pursuant to which the Company will issue and sell an aggregate of 45,306,792 common shares of the Company, par value US$0.01 per share, at the per share price of US$21,145,961 (the “Shares”) (the “PIPE Proposal”). | ¨ | ¨ | ¨ |
| Proposal 3(A): to approve, as an ordinary resolution, the re-election of Haoyu Wang to serve as class C director of the Company. | ¨ | ¨ | ¨ |
| Proposal 3(B): To approve, as an ordinary resolution, the re-election of Zhiping Feng to serve as class C director of the Company. (3(A) and 3(B) together the “Re-
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