China Maple Leaf Educational Systems Limited — Capital/Financing Update 2023

Sep 12, 2023

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

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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) (the “Company”)

(the “Bonds”) (Stock Code: 40564)

RESULT OF MEETING OF BONDHOLDERS, OCCURRENCE OF FEE PAY EFFECTIVE DATE AND IMPLEMENTATION DATE

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Reference is made to the announcement dated 18 August 2023 in relation to the Company’s notice of meeting to Bondholders dated 18 August 2023 (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.

RESULTS OF THE MEETING

The Meeting was convened and held at 10:00 a.m. (Hong Kong time) on 11 September 2023.

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.

OCCURRENCE OF FEE PAY EFFECTIVE DATE

Pursuant to the Notice of Meeting, the Company had given notice that it paid the AHG Fees and the Trustee Fees respectively in accordance with the terms of the AHG Fee Pay Letters and the Trustee Fees Agreement.

In light of the above, the Fee Pay Effective Date has occurred on 12 September 2023.

PROPOSED WAIVERS

The Proposed Waivers in relation to the Bonds became effective upon the passing of the Extraordinary Resolution and the occurrence of the Fee Pay Effective Date.

PROPOSED AMENDMENTS

The Second Amended and Restated Trust Deed giving effect to the Proposed Amendments have been duly executed by each of the parties thereto on 12 September 2023.

The Proposed Amendments have therefore become effective upon the passing of the Extraordinary Resolution, occurrence of the Fee Pay Effective Date, and the execution and delivery of the Second Amended and Restated Trust Deed, and the Implementation Date has occurred on 12 September 2023.

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

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CONTINUED SUSPENSION OF TRADING

Trading in the shares of the Company (stock code: 1317) and the Bonds (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 Interim Results and will remain suspended until the Company fulfils the Resumption Guidance. The Company will publish further announcement(s) to inform the Shareholders and potential investors of its progress in complying with the Resumption Guidance as and when appropriate, as well as quarterly updates on its development pursuant to Rule 13.24A of the Listing Rules.

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

Hong Kong, 12 September 2023

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; Dr. Kem Hussain as a non-executive director; and Mr. Peter Humphrey Owen, Ms. Wai Fong Wong and Mr. King Pak Lau as independent non-executive directors.

• For identification purposes only

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