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

Apr 18, 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

==> 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: 1317)

(the “Company”)

(the “Bonds”) (Stock Code: 40564)

RELEVANT EVENT IN RELATION TO THE BONDS

1. DEFINITIONS AND INTRODUCTION

Reference is made to the amended and restated trust deed in relation to the Bonds dated 27 October 2022 between the Company as Issuer and Citicorp International Limited as Trustee (the “ Trust Deed ”) and Condition 8(E) ( Redemption for Relevant Event ) of the Bonds. Reference is also made to the announcement of the Company dated 14 April 2023 (the “ Announcement ”).

– 1 –

Capitalised terms used, but not otherwise defined herein, shall have the meanings ascribed to them in the Trust Deed, the Conditions and the Announcement (as applicable).

2. OCCURRENCE OF RELEVANT EVENT

Pursuant to Condition 8(E) ( Redemption for Relevant Event ), a Relevant Event shall occur when, among other things, the Shares of the Company continue to remain suspended from trading on the Hong Kong Stock Exchange on 17 April 2023 following the 2022 Suspension.

A Relevant Event occurred on 17 April 2023 on the basis that, the Shares of the Company continue to remain suspended from trading on the Hong Kong Stock Exchange following the 2022 Suspension.

Pursuant to the Conditions, the holder of each Bond will have the right, at such holder’s option (the “ Bondholder Put Option ”), to require the Company to redeem all or some only of such holder’s Bonds on the Relevant Event Redemption Date at the Early Redemption Amount together with interest accrued but unpaid to (but excluding) such date in accordance with the Conditions. Whether to exercise the Bondholder Put Option is at the discretion of Bondholders. Should Bondholders choose to exercise the Bondholder Put Option, Bondholders may refer to the procedures set out in Condition 8(E) ( Redemption for Relevant Event ) of the Conditions.

As at the date of this notice, the aggregate outstanding principal amount of the Bonds is US$75,000,000.

3. CONSENSUAL RESOLUTION

As stated in the Announcement, the Company continues to engage Ashurst Hong Kong as its legal advisor in relation to the Bonds and the Company is seeking to engage with an ad hoc group of Bondholders in order to facilitate discussions regarding feasible proposals and options with regard to the matters referred to above.

Bondholders may contact representatives of Ashurst Hong Kong at cml@ashurst.com.

4. CONTINUED SUSPENSION OF TRADING

Trading in the Shares of the Company (stock code: 01317) and the Bonds (stock code: 40564) on the Hong Kong Stock Exchange 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 Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

– 2 –

5. TRUSTEE DISCLAIMER

The Trustee takes no responsibility for the contents of this announcement.

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

Hong Kong, 18 April 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, Mr. Alan Shaver, Ms. Wai Fong Wong and Mr. King Pak Lau as independent non-executive directors.

• For identification purposes only

THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISOR.

THIS ANNOUNCEMENT IS PROVIDED BY THE COMPANY. THE TRUSTEE ACCEPTS NO RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR THE INFORMATION CONTAINED IN IT.

HOLDERS OF THE BONDS AND POTENTIAL INVESTORS IN THE COMPANY ARE ADVISED TO EXERCISE CAUTION WHEN DEALING WITH THE COMPANY.

– 3 –