China Maple Leaf Educational Systems Limited — Capital/Financing Update 2018

Jan 17, 2018

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.

Neither this announcement nor any copy thereof may be released into or distributed directly or indirectly in the United States or any other jurisdiction where such release or distribution might be unlawful.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the “ US Securities Act ”), and may not be offered or sold in the United States unless registered under the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, registration under the US Securities Act. The Company has no intention to register under the US Securities Act any of the securities referred to herein or to conduct a public offering of securities in the United States.

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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)

COMPLETION OF PLACING OF EXISTING SHARES AND

TOP-UP SUBSCRIPTION OF NEW SHARES UNDER THE GENERAL MANDATE

Placing Agent

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The Board is pleased to announce that the completion of the Placing took place on 16 January 2018 in accordance with the terms and conditions of the Placing Agreement, where an aggregate of 110,000,000 Shares were successfully placed to not less than six Placees, who and whose ultimate beneficial owners are Independent Third Parties, at a price of HK$9.1 per Share.

As all conditions of the Subscription have been fulfilled, the Company allotted and issued 110,000,000 Subscription Shares to the Vendor at HK$9.1 per Subscription Share on 17 January 2018.

Reference is made to the announcement of the Company dated 12 January 2018 in respect of the Placing of existing Shares and the Subscription of Subscription Shares under the General Mandate (the “ Announcement ”). Unless defined otherwise, capitalized terms used herein shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE PLACING AND THE SUBSCRIPTION

The Board is pleased to announce that the completion of the Placing took place on 16 January 2018. An aggregate of 110,000,000 Placing Shares have been successfully placed by the Placing Agent to not less than six Placees at the Placing Price of HK$9.1 per Share pursuant to the terms and conditions of the Placing Agreement. To the best knowledge of the Company having made all reasonable enquires, the Placing Agent, the Placees and their respective ultimate beneficial owner(s) are Independent Third Parties. None of the Placees has become a substantial Shareholder (as defined under the Listing Rules) immediately after the Placing.

As all conditions of the Subscription had been fulfilled, the Company allotted and issued 110,000,000 Subscription Shares to the Vendor at HK$9.1 per Subscription Share on 17 January 2018. The net proceeds from the Subscription amount to approximately HK$989.5 million and the Company intends to use such proceeds for the following purposes:

• (i) approximately 95% (representing approximately HK$940 million) is expected to be used as cash reserves for potential overseas acquisitions and payment of the related expenses; and

• (ii) approximately 5% (representing approximately HK$49.5 million) is expected to be used for other general corporate purposes to expand and enhance the existing business of the Company.

As at the date of this announcement, the Company has not entered into any formal agreement in relation to any such acquisition. However, the Company is in active discussions with a number of potential acquisition opportunities in the same industry as the Group and located in the overseas.

The table below sets out the shareholding structure of the Company before and after the completion of the Placing and the Subscription:

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ShareholderCapacityShu Liang Sherman Jen (Note 1)Interest of a controlledcorporationBeneficial ownerInterest of SpouseHoward Robert Balloch (Note 2)Interest of a controlledcorporationBeneficial ownerXiaodan Mei (Note 2)Beneficial ownerJames William Beeke (Note 2)Beneficial ownerPeter Humphrey Owen (Note 2)Beneficial ownerChak Kei Jack Wong (Note 3)Beneficial ownerLap Tat Arthur Wong (Note 2)Beneficial ownerJingxia Zhang (Note 2)Beneficial ownerPlacees and other publicshareholdersBeneficial ownerTotal (Note 9)	ShareholderCapacityShu Liang Sherman Jen (Note 1)Interest of a controlledcorporationBeneficial ownerInterest of SpouseHoward Robert Balloch (Note 2)Interest of a controlledcorporationBeneficial ownerXiaodan Mei (Note 2)Beneficial ownerJames William Beeke (Note 2)Beneficial ownerPeter Humphrey Owen (Note 2)Beneficial ownerChak Kei Jack Wong (Note 3)Beneficial ownerLap Tat Arthur Wong (Note 2)Beneficial ownerJingxia Zhang (Note 2)Beneficial ownerPlacees and other publicshareholdersBeneficial ownerTotal (Note 9)	Immediately beforecompletion of the Placingand the SubscriptionNumber ofShares%741,819,90953.77%	Immediately beforecompletion of the Placingand the SubscriptionNumber ofShares%741,819,90953.77%	Immediately aftercompletion of the Placingbut before the SubscriptionNumber ofShares%631,819,90945.8%	Immediately aftercompletion of the Placingbut before the SubscriptionNumber ofShares%631,819,90945.8%	Immediately aftercompletion of the Placingand the SubscriptionNumber ofShares%741,819,90949.8%2,451,425(Note 4)0.16%671(Note 5)0.00%3,691,8220.25%1,130,6710.08%20,0000.00%680,671(Note 6)0.05%60,671(Note 7)0.00%20,0000.00%210,0000.01%1,755,573(Note 8)0.12%737,751,02649.53%1,489,587,404100%	Immediately aftercompletion of the Placingand the SubscriptionNumber ofShares%741,819,90949.8%2,451,425(Note 4)0.16%671(Note 5)0.00%3,691,8220.25%1,130,6710.08%20,0000.00%680,671(Note 6)0.05%60,671(Note 7)0.00%20,0000.00%210,0000.01%1,755,573(Note 8)0.12%737,751,02649.53%1,489,587,404100%
	Beneficial owner	2,451,425	0.18%	2,451,425	0.18%	2,451,425	0.
	Interest of Spouselloch (Note 2)Interest of a controlledcorporationBeneficial owner	(Note 4)671(Note 5)3,691,8221,130,671	0.00%0.27%0.08%	(Note 4)671(Note 5)3,691,8221,130,671		(Note 4)671(Note 5)3,691,8221,130,671	0.0.0.
					0.00%
					027%
					.
					0.08%
		20,000680,671(Note 6)60,671(Note 7)20,000210,0001,755,573(Note 8)627,751,0261,379,587,404	0.00%0.05%0.00%0.00%0.02%0.13%45.50%100%	20,000680,671(Note 6)60,671(Note 7)20,000210,0001,755,573(Note 8)737,751,0261,379,587,404	0.00%0.05%0.00%0.00%0.02%0.13%53.48%100%	20,000680,671(Note 6)60,671(Note 7)20,000210,0001,755,573(Note 8)737,751,0261,489,587,404
							100%

Notes:

1. As at the date of this announcement, Sherman Investment is wholly owned by Mr Jen. Mr. Jen is deemed to be interested in the 741,819,909 Shares held by Sherman Investment.

2. Each being a Director.

3. Chak Kei Jack Wong resigned as an independent non-executive Director of the Company on 27 August 2017.

4. Of which 2,015 are options to subscribe for new Shares.

5. Of which 671 are options to subscribe for new Shares.

6. Of which 671 are options to subscribe for new Shares.

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1. Of which 671 are options to subscribe for new Shares.

2. Of which 1,007 are options to subscribe for new Shares.

3. Assuming none of the options had been exercised.

DISPENSATION FROM RULE 26 OF THE TAKEOVERS CODE

The Vendor is a controlling shareholder of the Company. The entire issued share capital of the Vendor is beneficially owned by Mr. Jen. Therefore, the Vendor and Mr. Jen are together deemed to be parties acting in concert under Rule 26 of the Code on Takeovers and Mergers (the “ Takeovers Code ”).

The Vendor has confirmed that, as at the date of this announcement, the Vendor and the persons acting in concert with it (i.e. Mr. Jen) have collectively been holding more than 50% of the issued share capital and voting rights of the Company continuously for more than 12 months immediately preceding the Placing Agreement and the Subscription Agreement. As a result of the Placing, the aggregate percentage shareholding of the Vendor and the persons acting in concert with it (i.e. Mr. Jen) reduced from approximately 53.95% to approximately 45.98% (a decrease of approximately 7.97%) and as a result of the Subscription, their aggregate percentage shareholding increased from approximately 45.98% to approximately 49.96% (an increase of approximately 3.98%). Pursuant to Note 6 on dispensations from Rule 26 of the Takeovers Code, a waiver under Rule 26 of the Takeovers Code is not required where a shareholder, together with persons acting in concert with it have continuously held more than 50% of the voting rights of a company for at least 12 months immediately preceding the relevant placing and top-up transaction. Given the Vendor and the persons acting in concert with it (i.e. Mr. Jen) have continuously held more than 50% of the voting rights of the Company for the past 12 months immediately preceding the Placing and the Subscription, a waiver under Rule 26 of the Takeovers Code is not required for the Subscription.

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

Hong Kong, 17 January 2018

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, Mr. Xiaodan Mei and Mr. Lap Tat Arthur Wong as independent non-executive Directors.

• For identification purposes only

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