China Maple Leaf Educational Systems Limited — Capital/Financing Update 2015

Sep 7, 2015

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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

==> picture [85 x 72] intentionally omitted <==

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)

CHANGE IN USE OF PROCEEDS

Reference is made to Prospectus and the 2015 Interim Report in relation to the use of proceeds from the Global Offering. The Shares of the Company have been listed on the Main Board of the Stock Exchange since 28 November 2014. The net proceeds from the Global Offering, after deducting the underwriting fees for the listing, amounted to approximately HK$928.3 million. As disclosed in the “Future Plans and Use of Proceeds” section of the Prospectus, the Company intended to use the proceeds of the Global Offering for the following purposes:

• approximately 30% (approximately HK$278.5 million) to apply towards the expansion of our school network, in particular by developing new schools on our own in major cities in China;

• approximately 10% (approximately HK$92.8 million) to apply towards the maintenance, renovation and upgrade of our existing schools, such as the boys’ schools on our Dalian campus;

• approximately 26% (approximately HK$241.4 million) to apply towards the acquisition of schools, except for foreign national schools and preschools, in major cities in China to supplement our school network;

• approximately 24% (approximately HK$222.8 million) to repay our bank loans; and

• approximately 10% (approximately HK$92.8 million) as our working capital.

As set out in the paragraph headed “Use of Proceeds from Global Offering” in the 2015 Interim Report, the Company has applied approximately RMB64.1 million towards the renovation of our existing schools and developing new schools. The Company has designated sufficient cash equivalent to the remaining of the Global Offering proceeds in its offshore and onshore deposit accounts to be used in proportion for the purposes as set out above.

1

To more efficiently utilize the net proceeds from the Global Offering and facilitate the efficient allocation of financial resources of the Company, the Board has resolved to change the following proposed use of the net proceeds from the Global Offering:

Intended use of proceeds as disclosed in the Prospectus

Revised use of proceeds

Approximately 26% to apply towards the acquisition of schools, except for foreign national schools and preschools, in major cities in China to supplement our school network

Approximately 26% to apply towards the acquisition of schools in major cities in China (except for foreign national schools and preschools), the acquisition of schools outside China and the strategic investment in international school operators, to expand our school network

In addition, as disclosed in the Prospectus, to the extent that the net proceeds of the Global Offering are not immediately required for the above purposes or if the Group is unable to put into effect any part of its development plan as intended, the Group may hold such funds in short-term deposits so long as it is deemed to be in the best interests of the Company. In view of the low interest rates on short-term deposits, the Board has resolved to explore the opportunities in placing all or part of such unutilized funds in principal protected financial instruments with licensed banks and/or financial institutions in Hong Kong and/or the PRC with the aim of increasing the return on such unutilized proceeds, subject to any requirements applicable to such investments under Chapter 14 of the Listing Rules.

Reasons for and Benefits of the Change in Use of Proceeds

The Group is the largest international high school operator and the largest international school operator in China, as measured by student enrollment at the end of the 2010/2011, 2011/2012, 2012/2013 and 2013/2014 school years. The Group has a 20-year track record in providing a comprehensive education that immerses its students in both Chinese and Western cultures. The Group operates all of its schools under its “Maple Leaf” brand and offers a bilingual preschool to grade 12 education in China. The Board is of the view that the Group, as an international school operator, shall explore opportunities to extend its school network and promote Maple Leaf’s educational philosophy in overseas countries or regions (including, but not limited to, Canada, Australia, India, Singapore and Hong Kong) through acquisitions and strategic investments (including the formation of joint venture). The Board believes that the above change of proposed use of proceeds from the Global Offering will facilitate the Group to expand its business and enhance its “Maple Leaf” brand awareness and competitiveness.

The Board considers that the above changes in the use of proceeds and the treatment of unutilized proceeds are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

2

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:

“2015 Interim Report”	the interim report of the Company for the six months ended 28
	February 2015 dated 28 April 2015
“Board”	the board of Directors
“China” or “PRC”	the People’s Republic of China, except where the context requires
	otherwise, references to China or the PRC exclude Hong Kong,
	Macau and Taiwan
“Company”	China Maple Leaf Educational Systems Limited, an exempted
	company incorporated in the Cayman Islands with limited liability
	on 5 June 2007
“Director(s)”	the director(s) of the Company
“Global Offering”	the Hong Kong public offering and the international public offering,
	details of which are set out in the Prospectus
“Group”	the Company, its subsidiaries and the consolidated affiliated entities
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of securities on The Stock
	Exchange of Hong Kong Limited
“Main Board”	the stock exchange (excluding the stock option market) operated
	by the Stock Exchange which is independent from and operates in
	parallel with the Growth Enterprise Market of the Stock Exchange
“Prospectus”	the prospectus dated 18 November 2014 issued by the Company
	in relation to the Global Offering and the listing of the Company’s
	shares on the Main Board of The Stock Exchange of Hong Kong
	Limited
“RMB”	Renminbi, the lawful currency of the PRC
“Shareholder(s)”	holder(s) of the share(s)

3

“Shares”

ordinary shares with par value of US$0.001 each in the share capital of the Company

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“US$”

United State Dollars, the lawful currency of the United States

“%”

percent

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

Hong Kong, 7 September 2015

As at the date of this announcement, the Board comprises Mr. Shu Liang Sherman Jen, Mr. Zhenwan Liu, Ms. Jingxia Zhang and Mr. James William Beeke as executive Directors; Mr. Howard Robert Balloch as non-executive Director; and Mr. Peter Humphrey Owen, Mr. Chak Kei Jack Wong and Mr. Lap Tat Arthur Wong as independent non-executive Directors.

• For identification purposes only

4