China Maple Leaf Educational Systems Limited — Board/Management Information 2022

Dec 28, 2022

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 中國楓葉教育集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1317)

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND NON-EXECUTIVE DIRECTOR AND

CHANGE IN COMPOSITION OF THE INDEPENDENT BOARD COMMITTEE

The Board announces that with effect from 1 January 2023:

• (1) Ms. Wong Wai Fong will be appointed as an independent non-executive Director and a member of the IBC; and

• (2) Dr. Kem Hussain will be appointed as a non-executive Director.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND NONEXECUTIVE DIRECTOR AND MEMBER OF THE INDEPENDENT BOARD COMMITTEE

The board (“ Board ”) of directors (“ Directors ”, and each a “ Director ”) of China Maple Leaf Educational Systems Limited (“ Company ”, together with its subsidiaries and consolidated affiliated entities, the “ Group ”) is pleased to announce that the Board has resolved to appoint (i) Ms. Wong Wai Fong (“ Ms. Wong ”) as an independent non-executive Director and a member of the independent board committee of the Board (“ IBC ”) established for, among other matters, conducting the Independent Investigation (as defined in the announcement of the Company dated 23 May 2022); and (ii) Dr. Kem Hussain (“ Dr. Hussain ”) as a nonexecutive Director, all with effect from 1 January 2023.

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Ms. Wong Wai Fong

The biographical details of Ms. Wong are set out below:

Ms. Wong Wai Fong (黃惠芳), aged 62, will be appointed as an independent non-executive Director and a member of the IBC, all with effect from 1 January 2023.

Ms. Wong obtained a Bachelor of Social Sciences from the University of Hong Kong in 1982. She obtained a Master of Business Administration from the Chinese University of Hong Kong and a Master of Laws in Corporate and Financial Law from the University of Hong Kong in 1989 and 2020 respectively. Ms. Wong obtained the Diploma in Management Consulting and Change from The University of Hong Kong and The Poon Kam Kai Institute of Management in 1999. She completed the Harvard Negotiation Master Class from Harvard Law School with a Certificate in 2021.

Ms. Wong has 40 years of global financial experience covering central banks, multinational corporations, listed companies and family offices. Ms. Wong joined The Hongkong and Shanghai Banking Corporation Limited (“ HSBC ”) as a Foreign Exchange Dealer Trainee in September 1982, becoming the first woman foreign exchange bank dealer in Hong Kong and was subsequently seconded to HSBC London in 1983. After the secondment, her last position with the HSBC group was Senior Dealer – Treasury Products (Foreign Exchange & Treasury Department) in April 1990. Since then, she has worked and held different senior management positions with various global banks, which included the Hongkong Bank of Canada (now known as HSBC Bank Canada) (“ HSBC Canada ”), the National Westminster Bank PLC’s Hong Kong office, the Hong Kong office of Westdeutsche Landesbank Girozentrale (WestLB AG) Bank, a German state-backed merchant bank, and Standard Chartered Bank (Hong Kong) Limited. In 2007, Ms Wong joined Goldman Sachs (Asia) L.L.C. in Hong Kong as an executive director of the Institutional Wealth Management of the Investment Management Division. She subsequently acted as an executive director at the Investment Banking Division of Goldman Sachs (Asia) L.L.C. in Hong Kong from 2011 to 2016. Ms. Wong has been a co-founder and managing partner of Alpha Grand Consulting Group Ltd and Alpha Grand Real Estate Ltd, global financial consultancy firms headquartered in Hong Kong with representatives in Italy and Canada covering the European and North American markets since January 2017. She is responsible for managing proprietary real estate investment portfolios in the UK and Canada.

Pursuant to the appointment letter entered into between the Company and Ms. Wong, Ms. Wong is appointed for a fixed term from 1 January 2023 to 31 August 2025 and her appointment is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the provisions of the articles of association of the Company and the Rules (“ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”). Ms. Wong is entitled to a director’s fee of HK$360,000 per annum which is determined with reference to her background, roles and responsibilities, the Company’s remuneration policy and the prevailing market conditions.

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Dr. Kem Hussain

The biographical details of Dr. Hussain are set out below:

Dr. Kem Hussain, aged 53, will be appointed as a non-executive Director with effect from 1 January 2023.

Dr. Hussain obtained a Bachelor’s Degree from the Faculty of Arabic Language of the Islamic University of Medina in 1993 and a Master of Arts from The University of Manchester in 1995. Dr. Hussain also obtained a Doctor of Education from the Nova Southeastern University in 2004, after which he completed his postdoctoral studies at the Independent Schools Institute of the Harvard Graduate School of Education in 2008.

Dr. Hussain has around 20 years of experience in education and management of educational institutions. From 2002 to 2003, Dr. Hussain worked at the Florida International University as an adjunct professor and a lecturer. From 2005 to 2019, Dr. Hussain worked at the Universal Academy of Florida, with the last position as the president and superintendent. From 2008 to 2022, Dr. Hussain worked at the Nova Southeastern University as an adjunct professor. Dr. Hussain was also the superintendent at Garden of the Sahaba Academy from 2009 to 2020 and at Salah Tawfik Elementary & Middle School from 2008 to 2020. Dr. Hussain has been the director and vice president of Cognia, Inc. (formerly AdvancED) since 2008. Dr. Hussain is also currently the president and chief executive officer of Rise University Systems, a registered postsecondary institution in San Jose, California.

Pursuant to the appointment letter entered into between the Company and Dr. Hussain, Dr. Hussain is appointed for a fixed term from 1 January 2023 to 31 August 2025 and his appointment is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the provisions of the articles of association of the Company and the Listing Rules. Dr. Hussain is entitled to a director’s fee of HK$360,000 per annum which is determined with reference to his background, roles and responsibilities, the Company’s remuneration policy and the prevailing market conditions.

GENERAL

Save as disclosed above, as at the date of this announcement, each of Ms. Wong and Dr. Hussain has not held any other major appointments or professional qualifications, or any directorships in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas. As at the date of this announcement, each of Ms. Wong and Dr. Hussain (i) does not hold any positions with the Company or other members of the Group; (ii) does not have any relationships with any Directors, senior management or substantial or controlling shareholders (having the meaning ascribed to it in the Listing Rules) of the Company; and (iii) does not have any interests or short positions in the shares or underlying shares or debentures of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Cap.571 of the Laws of Hong Kong). Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules nor any other matters that need to be brought to the attention of the shareholders of the Company in relation to the appointment of Ms. Wong or Dr. Hussain.

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The Board wishes to express its warm welcome to Ms. Wong and Dr. Hussain on their appointment as an independent non-executive Director and a non-executive Director respectively.

CONTINUED SUSPENSION OF TRADING

Trading in the shares of the Company (Stock Code: 1317) and the debt securities of the Company (Debt Securities Stock Code: 40564) on the Stock Exchange has been suspended since 9:00 a.m. on 3 May 2022 due to the delay in publication of the unaudited interim results of the Group for the six months ended 28 February 2022 and will remain suspended until the Company fulfils the Resumption Guidance imposed by the Stock Exchange on the Company as described in the announcement of the Company dated 30 May 2022.

Shareholders of the Company and potential investors should exercise caution when dealing in the securities of the Company.

By order of the Board China Maple Leaf Educational Systems Limited Shu Liang Sherman Jen Chairman and Chief Executive Officer

Hong Kong, 28 December 2022

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; and Mr. Peter Humphrey Owen, Mr. Alan Shaver and Mr. Lap Tat Arthur Wong as Independent Non-executive Directors.

• For identification purposes only

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