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

Jan 20, 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)

RELEASE NOTICE DATE AND FIRST MANDATORY REDEMPTION DATE

Reference is made to the amended and restated trust deed constituting the Bonds dated 27 October 2022 entered into between the Company and Citicorp International Limited as Trustee (the “ Trust Deed ”).

Unless the contrary is stated, or the context otherwise requires, terms defined in the Trust Deed shall have the same meanings when used in this announcement.

• For identification purposes only

– 1 –

OCCURRENCE OF RELEASE NOTICE DATE

In accordance with paragraph (i) of Condition 8(F) ( Mandatory redemption ), notice is hereby given that the Release Notice Date has occurred on the date of this announcement, being 20 January 2023.

FIRST MANDATORY REDEMPTION DATE TO OCCUR ON 3 FEBRUARY 2023

In light of the above, and pursuant to paragraph (i) of Condition 8(F) ( Mandatory redemption ), the First Mandatory Redemption Date shall occur on the date that is seven business days following the Release Notice Date.

The First Mandatory Redemption Date shall, therefore, occur on 3 February 2023.

On the First Mandatory Redemption Date, the Company shall (i) redeem (on a pro rata basis) 40 per cent. of the aggregate principal amount of the Bonds originally issued at their principal amount (being an amount of U.S.$50,000,000), together with interest accrued but unpaid in respect of the Bonds up to 8 November 2022 (to be released to the Principal Agent in accordance with the terms of the Escrow Agreement) and (ii) also pay additional interest on such principal amount of U.S.$50,000,000 accrued from and including 8 November 2022 up to but excluding 3 February 2023.

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

Hong Kong, 20 January 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 Non-executive Director, and Mr. Peter Humphrey Owen, Mr. Alan Shaver, Mr. Lap Tat Arthur Wong and Ms. Wai Fong Wong as Independent Non-executive 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.

– 2 –