China Maple Leaf Educational Systems Limited — Capital/Financing Update 2022

Oct 27, 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.

This announcement is for information purposes only and does not constitute or form part of and should not be construed as, an invitation or offer to acquire, purchase, subscribe, sell or issue securities or an invitation to enter into any agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

The information contained in this announcement is not for distribution or circulation, directly or indirectly, in or into the United States. This announcement is solely for the purpose of reference and does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ Securities Act ”), and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

US$125,000,000 2.25 PER CENT. CONVERTIBLE BONDS DUE 2026

ISSUED BY

==> picture [99 x 99] 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: 01317) (the “Company”)

(the “Bonds”) (Stock Code: 40564)

RESULT OF MEETING OF BONDHOLDERS AND IMPLEMENTATION DATE

Reference is made to the announcement dated 5 October 2022 in relation to the Company’s notice of meeting to Bondholders dated 5 October 2022 (the “ Notice of Meeting ”) convening a meeting of Bondholders in connection with the Extraordinary Resolution (the “ Announcement ”). Unless the contrary is stated, or the context otherwise requires, terms and expressions defined in the Announcement shall have the same meanings when used in this announcement. Bondholders should refer to the Notice of Meeting for the full terms of the Extraordinary Resolution.

– 1 –

RESULTS OF THE MEETING

The Meeting was convened and held at 10:00 a.m. (Hong Kong time) on 27 October 2022.

The Extraordinary Resolution as set out in the Notice of Meeting was duly passed at the Meeting by the requisite majority of Bondholders in accordance with the terms of the Trust Deed.

PROPOSED WAIVERS

The Proposed Waivers in relation to the Bonds became immediately effective upon the passing of the Extraordinary Resolution.

PROPOSED AMENDMENTS

The Amended and Restated Trust Deed and the Amended and Restated Agency Agreement giving effect to the Proposed Amendments have been duly executed by each of the parties thereto on 27 October 2022.

The Proposed Amendments have therefore become effective and the Implementation Date has occurred on 27 October 2022.

As a result, each present and future holder of the Bonds is bound by the terms of the Amended and Restated Trust Deed (which amends and restates the Trust Deed), and by the terms of the Amended and Restated Agency Agreement (which amends and restates the Agency Agreement).

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

Hong Kong, 27 October 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 Nonexecutive Directors.

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.

• For identification purposes only

– 2 –