China Maple Leaf Educational Systems Limited — Board/Management Information 2019

Sep 2, 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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**China Maple Leaf Educational Systems Limited ***

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1317)

CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR, CHANGE OF COMPOSITION OF AUDIT COMMITTEE, REMUNERATION COMMITTEE AND NOMINATION AND CORPORATE GOVERNANCE COMMITTEE

This announcement is made pursuant to rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board (the “ Board ”) of directors (“ Directors ”) of China Maple Leaf Educational Systems Limited (the “ Company ”) announces that due to other business commitments, Dr. Xiaodan Mei (“ Dr. Mei ”) has tendered his resignation as an independent non-executive Director and from memberships from all committees of the Company with effect from 31 August 2019.

Dr. Mei confirms that he does not have any disagreement with the Board and that there is no other matter relating to his resignation which needs to be brought to the attention of the shareholders of the Company.

The Board would like to express its sincere gratitude to Dr. Mei for his invaluable contribution to the Board during their term of office with the Company.

* For identification purposes only

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APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board is pleased to announce that Dr. Alan Shaver (“ Dr. Shaver ”) has been appointed as an independent non-executive Director of the Company and a member of the audit committee, remuneration committee and nomination and corporate governance committee with effect from 31 August 2019.

Dr. Shaver, aged 72, is a member and the chair of the board of directors of Innovate BC, a British Columbia provincial Crown Agency whose mission is to growth BC's high tech economy. Prior to that, he served as the president and vice chancellor of Thompson Rivers University from 2010 to 2018, and served as the vice president academic and provost of Dalhousie University from 2006 to 2010. From 1975 to 2006, Dr. Shaver held various positions in McGill University, including assistant professor, associate professor, professor, chair of the Department of Chemistry, and dean of the Faculty of Science. He also worked at the University of Western Ontario from 1972 to 1975, where he served as a National Research Council Postdoctoral Fellow and Department of Chemistry teaching fellow.

Dr. Shaver completed his Bachelor of Science degree in Carleton University majoring in chemistry in 1969, and obtained his doctorate degree in Organometallic Chemistry at Massachusetts Institute of Technology in 1972.

Dr. Shaver will sign an appointment letter with the Company for a period from 31 August 2019 to 30 August 2022, subject to re-election and retirement as required by the articles of association of the Company. Dr. Shaver is entitled to receive a director’s fee of HK$360,000 per annum as determined by the Board with reference to the experience, responsibility, workload, time devoted, emoluments paid by comparable companies and performance of the Company.

As at the date of this announcement, Dr. Shaver is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, Dr. Shaver is independent from and has no relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, nor has he held any directorship in any other listed public companies in the past three years or any other position with the Company or any of its subsidiaries.

Save as disclosed above, there is no information which is discloseable nor is Dr. Shaver involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited and there are no other matters concerning Dr. Shaver that need to be brought to the attention of the shareholders of the Company.

The Board would like to take this opportunity to welcome Dr. Shaver on his new appointment.

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CHANGE OF COMPOSITION OF AUDIT COMMITTEE, REMUNERATION COMMITTEE AND NOMINATION AND CORPORATE GOVERNANCE COMMITTEE

The Board announces that following Dr. Mei’s resignation, Dr. Shaver has been appointed as a member of the audit committee, remuneration committee and nomination and corporate governance committee of the Company with effect from 31 August 2019.

By Order of the Board China Maple Leaf Educational Systems Limited Shu Liang Sherman Jen

Chairman and Chief Executive Officer

Hong Kong, 2 September 2019

As at the date of this announcement, the Board comprises Mr. Shu Liang Sherman Jen, Ms. Jingxia Zhang and Mr. James William Beeke as executive directors; Mr. Howard Robert Balloch as nonexecutive director; and Mr. Peter Humphrey Owen, Dr. Alan Shaver and Mr. Lap Tat Arthur Wong as independent non-executive directors.

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