China Maple Leaf Educational Systems Limited — Proxy Solicitation & Information Statement 2015

Aug 4, 2015

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.

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “ Meeting ”) of China Maple Leaf Educational Systems Limited (the “ Company ”) will be held at Empire Room II, 1/ F, Empire Hotel, 33 Hennessy Road, Wanchai, Hong Kong on Monday, 24 August 2015 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution as ordinary resolution:

ORDINARY RESOLUTION

“ THAT :

• (a) the engagement agreements dated 8 June 2015 entered into between the Company and each of Dingxianghui (Beijing) Investment Management Co., Ltd. ( 丁香匯 ( 北京 ) 投資管理有限公 司 ) and Hong Kong Zhixin Financial News Agency Ltd. ( 香港智信財經通訊有限公司 ) (the “ Consultants ”) as amended by the respective supplemental agreements dated 17 July 2015 (the “ Engagement Agreements ”, a copy of which marked “A” has been produced to the meeting and initialed by the chairman of the meeting for the purpose of identification) be and is hereby approved, ratified and confirmed;

• (b) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited approving the listing of, and granting permission to deal in the shares of the Company to be issued pursuant to the exercise of the Options (as defined below) to be granted under the Specific Mandate (as defined below), the directors of the Company (the “ Directors ”) be and are hereby granted a specific mandate (the “ Specific Mandate ”) to grant options (the “ Options ”) to subscribe for an aggregate of 25,000,000 shares of the Company (the “ Option Shares ”) to the Consultants and to allot and issue, credited as fully paid the Option Shares to the Consultants pursuant to the terms of their respective Engagement Agreements, provided that the Specific Mandate shall be in addition to and shall not prejudice nor revoke the general mandate granted to the Directors by the shareholders of the Company in the annual general meeting of the Company held on 4 February 2015 or such other general or specific mandate(s) which may from time to time be granted to the Directors prior to or after the passing of this resolution;

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• (c) all other transactions contemplated under the Engagement Agreements be and are hereby approved and any one or more Directors be and is/are hereby authorised to sign and execute such documents or agreements or deeds on behalf of the Company and do such things and take all such actions that he/they may in his/their sole discretion consider necessary or expedient to give effect to the foregoing authority.”

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

Hong Kong, 5 August 2015

Notes:

• (1) For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Thursday, 20 August 2015 to Monday, 24 August 2015, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the meeting, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 19 August 2015.

• (2) A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint a proxy or, if he is a holder of more than one share, proxies to attend and vote in his stead. A proxy need not be a member of the Company.

• (3) Where there are joint registered holders of any share of the Company, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such holders be present at the meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• (4) In order to be valid, the form of proxy together with a power of attorney or other authority (if any) under which it is signed or a certified copy of that power or authority, must be deposited at the Company’s Share Registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the meeting or any adjournment thereof.

• (5) Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting (or any adjournment thereof) and in such event, the form of proxy previously submitted shall be deemed to be revoked.

• (6) Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the above resolution will be voted by way of poll at the meeting.

As at the date of this announcement, the Board comprises Mr. Shu Liang Sherman Jen, Mr. Zhenwan Liu, Ms. Jingxia Zhang and Mr. James William Beeke as executive Directors; Mr. Howard Robert Balloch as non-executive Director; and Mr. Peter Humphrey Owen, Mr. Chak Kei Jack Wong and Mr. Lap Tat Arthur Wong as independent non-executive Directors.

• For identification purpose only

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