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China Maple Leaf Educational Systems Limited Capital/Financing Update 2015

Jul 17, 2015

49847_rns_2015-07-17_201e03ca-a7c5-41dc-94ec-34b5f8250095.pdf

Capital/Financing Update

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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.

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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)

CLARIFICATION ANNOUNCEMENT IN RESPECT OF GRANT OF OPTIONS

Reference is made to the announcement of China Maple Leaf Educational Systems Limited (the “ Company ”) dated 9 June 2015 (the “ Announcement ”) in relation to the grant of Options under the General Mandate. Unless otherwise stated, capitalized terms used herein shall have the same meaning as defined in the Announcement. The Board would like to clarify the grant of Options with the following amendments.

SUPPLEMENTAL AGREEMENTS

On 17 July 2015, the Company entered into a supplemental agreement with each of the Consultants (the “ Supplemental Agreements ”) to amend the Engagement Agreements whereby it is agreed that the Options shall be conditionally granted subject to the passing of an ordinary resolution by the Shareholders of the Company approving the specific mandate to the Directors to grant the Options and to issue and allot the Option Shares.

In light of the above, the conditions to the grant of the Options are agreed to be amended as follows:

  • (a) the Shareholders having approved the specific mandate to the Directors to grant the Options and to issue and allot the Option Shares contemplated under the Engagement Agreements (as amended by the Supplemental Agreements); and

  • (b) the Stock Exchange granting the approval of the listing of, and permission to deal in, the Option Shares to be issued pursuant to the exercise of the Options to be granted under the specific mandate.

The Directors confirm that save as disclosed in the Announcement, there are no other arrangements between the Consultants and the Company and its connected persons (as defined in the Listing Rules). The Consultants are not in possession of information regarding any potential deals or other information about the Company that might crystallize over the exercise period of the Options.

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EXTRAORDINARY GENERAL MEETING

An extraordinary general meeting (the “ EGM ”) will be convened for the purpose of allowing the Shareholders to consider and, if thought fit, approve the grant of the Options contemplated under the Engagement Agreements (as amended by the Supplemental Agreements) to the Consultants.

A circular containing details of (i) the terms of the grant of the Options; and (ii) further information of the specific mandate, together with a notice of the EGM, will be despatched to the Shareholders in due course.

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

Hong Kong, 17 July 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

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