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China Maple Leaf Educational Systems Limited Proxy Solicitation & Information Statement 2024
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in China Maple Leaf Educational Systems Limited (the "Company"), you should at once hand or forward this circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
视叶教育
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)
PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting (the "AGM") of the Company to be held at Conference Room, 6/F, No. 13, Baolong First Road, Baolong Street, Longgang District, Shenzhen, Guangdong Province 518116, China on Friday, 21 February 2025 at 9:30 a.m. is set out on pages 17 to 21 in this circular.
Whether or not you are able to attend the AGM, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 9:30 a.m. on 19 February 2025 and in any event not less than 48 hours before the time fixed for the AGM or the adjourned meeting thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the AGM if they so wish. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.mapleleaf.cn).
References to time and dates in this circular are to Hong Kong time and dates.
- For identification purposes only
20 December 2024
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 4
- Proposed Re-election of the Retiring Directors 5
- Proposed Granting of General Mandate to Repurchase Shares 5
- Proposed Granting of General Mandate to Issue Shares 6
- Annual General Meeting and Proxy Arrangement 6
- Recommendation 7
Appendix I - Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting 8
Appendix II - Explanatory Statement on the Share Repurchase Mandate 13
Notice of Annual General Meeting 17
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
“2024 AGM” the annual general meeting held on 30 January 2024
“AGM” the annual general meeting of the Company to be held at Conference Room, 6/F, No. 13, Baolong First Road, Baolong Street, Longgang District, Shenzhen, Guangdong Province 518116, China on Friday, 21 February 2025 at 9:30 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 17 to 21 of this circular, or any adjournment thereof
“Articles” or “Articles of Association” the articles of association of the Company currently in force
“Board” the board of Directors
“CCASS” the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited
“Company” China Maple Leaf Educational Systems Limited (中國楓葉教育集團有限公司*), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange
“Director(s)” the director(s) of the Company
“Group” the Company and its subsidiaries from time to time or, where the context so requires, in respect of the period prior to our Company becoming the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant time
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
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For identification purposes only
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DEFINITIONS
"Issuance Mandate"
a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares (including sale or transfer of the treasury shares, if any) of not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the AGM as set out on pages 17 to 21 to this circular
"Latest Practicable Date"
11 December 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time
"PRC" or "China"
the People's Republic of China, excluding, for the purpose of this circular, Hong Kong, Macau Special Administrative Region and Taiwan
"SFO"
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
"Share(s)"
ordinary share(s) of US$0.0005 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company
"Share Repurchase Mandate"
a general mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the AGM as set out on pages 17 to 21 to this circular
"Shareholder(s)"
holder(s) of Share(s)
"Sherman Investment"
Sherman Investment Holdings Limited, a company incorporated under the laws of the British Virgin Islands on 13 April 2007 and is indirectly wholly owned by a discretionary trust, of which Mr. Shu Liang Sherman Jen is the founder
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DEFINITIONS
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission as amended from time to time
"treasury shares"
has the meaning ascribed to it under the Listing Rules
"US$"
United States dollars, the lawful currency of the United States
"%"
per cent
LETTER FROM THE BOARD
视叶教育
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)
Executive Directors:
Mr. Shu Liang Sherman Jen
(Chairman and Chief Executive Officer)
Mr. King Pak Lau (Co-Chief Financial Officer)
Mr. James William Beeke
Non-executive Director:
Dr. Kem Hussain
Independent non-executive Directors:
Mr. Peter Humphrey Owen
Ms. Wai Fong Wong
Mr. Ming Sang Chow
Registered office:
Maples Corporate Services Limited
P.O. Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Head Office:
No. 13, Baolong First Road
Baolong Street, Longgang District
Shenzhen, Guangdong Province 518116
China
Principal place of Business in Hong Kong:
Room 2402, 24/F
Admiralty Centre, Tower Two
18 Harcourt Road, Admiralty, Hong Kong
20 December 2024
To the Shareholders
Dear Sir/Madam,
PROPOSED RE-ELECTION OF RETIRING DIRECTORS PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the forthcoming AGM to be held on 21 February 2025 and give the Shareholders notice of the AGM.
- For identification purposes only
LETTER FROM THE BOARD
2. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS
In accordance with Article 16.18 of the Articles of Association, Dr. Kem Hussain and Ms. Wai Fong Wong shall retire at the AGM. In addition, Mr. Ming Sang Chow who has been appointed by the Board with effect from 1 March 2024 shall hold office until the next following general meeting pursuant to Article 16.2 of the Company's Articles of Association. All of the above retiring Directors, being eligible, will offer themselves for re-election at the AGM.
Ms. Wai Fong Wong and Mr. Ming Sang Chow, independent non-executive Directors of the Company, have confirmed their independence with reference to the factors set out in Rule 3.13 of the Listing Rules.
The Nomination and Corporate Governance Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and Director Nomination Policy and the Company's corporate strategy, and the independence of all independent non-executive Directors. The Nomination and Corporate Governance Committee has recommended to the Board on re-election of all the retiring Directors who are due to retire at the AGM. The Company considers that the retiring independent non-executive Directors are independent in accordance with the independence guidelines set out in the Listing Rules and they will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.
Details of the retiring Directors proposed for re-election at the AGM are set out in Appendix I to this circular.
3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES
At the 2024 AGM, a general mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the AGM. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of the Company (excluding treasury shares, if any) as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the AGM as contained in this circular (i.e. a maximum of 299,532,092 Shares on the basis that the issued share capital of the Company (i.e. 2,995,320,920 Shares) remains unchanged on the date of the AGM). The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Share Repurchase Mandate.
An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.
LETTER FROM THE BOARD
4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES
At the 2024 AGM, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the AGM. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the AGM to approve the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares (including sale or transfer of the treasury shares, if any) of not exceeding 20% of the total number of issued Shares of the Company (excluding treasury shares, if any) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the AGM as contained in this circular (i.e. a maximum of 599,064,184 Shares on the basis that the issued share capital of the Company (i.e. 2,995,320,920 Shares) remains unchanged on the date of AGM). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate will also be proposed at the AGM.
The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issuance Mandate.
5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the AGM is set out on pages 17 to 21 in this circular.
Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of such meeting may, in good faith, allow a resolution relating purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under the Listing Rules.
A form of proxy for use at the AGM is published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.mapleleaf.cn). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 9:30 a.m. on 19 February 2025 and in any event not less than 48 hours before the time appointed for the AGM or the adjourned meeting thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.
LETTER FROM THE BOARD
6. RECOMMENDATION
The Directors consider that the above-mentioned resolutions to be proposed at the AGM are fair and reasonable and are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend all Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
Yours faithfully
For and on behalf of the Board
China Maple Leaf Educational Systems Limited
Shu Liang Sherman Jen
Chairman and Chief Executive Officer
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APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the AGM.
(1) Dr. Kem Hussain
Kem Hussain (“Dr. Hussain”), aged 54, was appointed as a non-executive Director with effect from 1 January 2023. Dr. Hussain is responsible for supervising the overall management and strategic planning of the Group.
Dr. Hussain has around 21 years of experience in education and management of educational institutions. From 2002 to 2003, Dr. Hussain worked at the Florida International University as an adjunct professor and a lecturer. From 2005 to 2019, Dr. Hussain worked at the Universal Academy of Florida, with the last position as the president and superintendent. From 2008 to 2022, Dr. Hussain worked at the Nova Southeastern University as an adjunct professor. Dr. Hussain was also the superintendent at Garden of the Sahaba Academy from 2009 to 2020 and at Salah Tawfik Elementary & Middle School from 2008 to 2020. Dr. Hussain has been the director and vice president of Cognia, Inc. (formerly known as AdvancED) since 2008. Dr. Hussain is also currently the president and chief executive officer of Rise University Systems, a registered postsecondary institution in San Jose, California.
Dr. Hussain obtained a Bachelor’s Degree from the Faculty of Arabic Language of the Islamic University of Medina in 1993 and a Master of Arts from The University of Manchester in 1995. Dr. Hussain also obtained a Doctor of Education from the Nova Southeastern University in 2004, after which he completed his postdoctoral studies at the Independent Schools Institute of the Harvard Graduate School of Education in 2008.
As at the Latest Practicable Date, Dr. Hussain does not have any interest in the Shares.
Dr. Hussain has signed a letter of appointment with a fixed term of appointment for a period from 1 January 2023 to 31 August 2025 and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.
Dr. Hussain receives a director’s fee of HK$360,000 per annum as per the appointment letter.
Save as disclosed above, as at the Latest Practicable Date, Dr. Hussain (i) does not hold any other position with any members of the Group, (ii) is not related to any Director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group, (iii) is not interested in any Shares within the meaning of Part XV of the SFO, and (iv) does not hold any directorships in other listed public companies in the last three years.
Save for the information disclosed above, there is no information which is discloseable nor is Dr. Hussain involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Dr. Hussain that need to be brought to the attention of the Shareholders.
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
(2) Ms. Wai Fong Wong
Wai Fong Wong (“Ms. Wong”), aged 64, was appointed as an independent non-executive Director with effect from 1 January 2023. Ms. Wong is primarily responsible for supervising and providing independent judgment to the Board. Ms. Wong was appointed as a member of each of the audit committee, the remuneration committee, the nomination and corporate governance committee and the independent board committee of the Board established for, among other matters, conducting the Independent Investigation (as defined in the announcement of the Company dated 23 May 2022) with effect from 31 August 2023.
Ms. Wong has 42 years of global financial experience covering central banks, multinational corporations, listed companies and family offices. Ms. Wong joined The Hongkong and Shanghai Banking Corporation Limited (“HSBC”) as a Foreign Exchange Dealer Trainee in September 1982, becoming the first woman foreign exchange bank dealer in Hong Kong and was subsequently seconded to HSBC London in 1983. After the secondment, her last position with the HSBC group was Senior Dealer — Treasury Products (Foreign Exchange & Treasury Department) in April 1990. Since then, she has worked and held different senior management positions with various global banks, which included the Hongkong Bank of Canada (now known as HSBC Bank Canada) (“HSBC Canada”), the National Westminster Bank PLC’s Hong Kong office, the Hong Kong office of Westdeutsche Landesbank Girozentrale (WestLB AG) Bank, a German state-backed merchant bank, and Standard Chartered Bank (Hong Kong) Limited. In 2007, Ms Wong joined Goldman Sachs (Asia) L.L.C. in Hong Kong as an executive director of the Institutional Wealth Management of the Investment Management Division. She subsequently acted as an executive director at the Investment Banking Division of Goldman Sachs (Asia) L.L.C. in Hong Kong from 2011 to 2016. Ms. Wong has been a co-founder and managing partner of Alpha Grand Consulting Group Ltd and Alpha Grand Real Estate Ltd, global financial consultancy firms headquartered in Hong Kong with representatives in Italy and Canada covering the European and North American markets since January 2017. She is responsible for managing proprietary real estate investment portfolios in the United Kingdom and Canada.
Ms. Wong obtained a Bachelor of Social Sciences from the University of Hong Kong in 1982. She obtained a Master of Business Administration from the Chinese University of Hong Kong and a Master of Laws in Corporate and Financial Law from the University of Hong Kong in 1989 and 2020 respectively. Ms. Wong obtained the Diploma in Management Consulting and Change from The University of Hong Kong and The Poon Kam Kai Institute of Management in 1999. She completed the Harvard Negotiation Master Class from Harvard Law School with a Certificate in 2021.
As at the Latest Practicable Date, Ms. Wong does not have any interest in the Shares of the Company.
Ms. Wong has signed a letter of appointment with a fixed term of appointment for a period from 1 January 2023 to 31 August 2025 and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.
APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Ms. Wong receives a director’s fee of HK$360,000 per annum as per the appointment letter.
Save as disclosed above, as at the Latest Practicable Date, Ms. Wong (i) does not hold any other position with any members of the Group, (ii) is not related to any Director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group, (iii) is not interested in any Shares within the meaning of Part XV of the SFO, and (iv) does not hold any directorships in other listed public companies in the last three years.
Save for the information disclosed above, there is no information which is discloseable nor is Ms. Wong involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. Wong that need to be brought to the attention of the Shareholders.
Ms. Wong made an annual written confirmation of independence pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules. The Nomination and Corporate Governance Committee is of the view that Ms. Wong meets the guidelines for assessing independence set out in Rule 3.13 of the Listing Rules and is independent. Ms. Wong has extensive experience in global finance. In considering the re-election of the Ms. Wong, the Nomination and Corporate Governance Committee has considered the past performance of Ms. Wong, the independence confirmations pursuant to Rule 3.13 of the Listing Rules being furnished to the Company and the background, skills, knowledge and experience of Ms. Wong having regard to the board diversity policy adopted by the Board. The Nomination and Corporate Governance Committee considered that the appointment of the Ms. Wong can contribute to the diversity of the Board having regard to her background, skills, knowledge and experience in the area of accounting. The re-election of Ms. Wong as an independent non-executive Director will continue to further replenish the valuable knowledge of the Board in the area of global finance. As such, the Nomination and Corporate Governance Committee recommended the re-appointment of Ms. Wong to the Board for the Board to recommend to the Shareholders for re-election at the AGM. The Board believes her re-election is in the interests of the Company and its Shareholders as a whole and therefore she should be re-elected.
(3) Mr. Ming Sang Chow
Ming Sang Chow (“Mr. Chow”), aged 51, was appointed as an independent non-executive Director and chairman of the audit committee with effect from 1 March 2024. Mr. Chow is primarily responsible for supervising and providing independent judgment to the Board.
Mr. Chow obtained his bachelor degree of Business Administration in Accounting from The Hong Kong University of Science and Technology in 1995. Mr. Chow is a fellow member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Association of Chartered Certified Accountants and a Certified Internal Auditors.
Mr. Chow has over 27 years working experience in various industries in auditing, corporate governance and risk management advisory. He worked at Ernst & Young (China) Advisory Limited from January 2007 to September 2018 and he was the advisory partner of Ernst & Young (China) Advisory Limited since 2007 and was responsible for managing the Risk Advisory sub-service line’s strategic growth and development in various regions of Mainland China since 2011.
APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
From 2014 to 2016, Mr. Chow became the Committee member of The Internal Controls General Standards Committee* of The Ministry of Finance of the People's Republic of China (中華人民共和國財政部企業內部控制標準委員會委員), the only Hong Kong resident and Big Four partner being appointed as a committee member.
Mr. Chow was the general manager of the Risk and Control Department of 泰禾集團 (Tahoe Group) (the shares of which are listed on the Shenzhen Stock Exchange with stock code 000732) from September 2018 to June 2019, overseeing the company's risk management and corporate governance of all business sectors like residential, commercial, hotel, education, insurance, medical, estate management and ageing care. Since December 2023, Mr. Chow has been an independent director of 敦原食品股份有限公司 (Muyuan Foods Co., Ltd., the shares of which are listed on the Shenzhen Stock Exchange with stock code 002714). Mr. Chow is currently the managing director of 北京信實安業管理諮詢有限公司 (Beijing Xinshi Anye Management Consulting Co., Ltd*) where he provides capital market related advisory services to companies mostly in Mainland China.
Mr. Chow has been an independent non-executive director in a number of Hong Kong listed companies, namely Teamway International Group Holdings Limited (Stock code: 1239) since 21 June 2019, China Modern Dairy Holdings Ltd. (Stock code: 1117) since 1 July 2021, Redco Healthy Living Company Limited (Stock code: 2370) since 14 March 2022, and China Rundong Auto Group Limited (previous stock code: 1365, the shares of which were delisted with effect from 31 October 2022) from 18 December 2020 to 31 August 2022, and QuantumPharm Inc. (Stock code: 2228) since 12 June 2024, the shares of these companies are/were listed on the main board of the Stock Exchange.
As at the Latest Practicable Date, Mr. Chow does not have any interest in the Shares of the Company.
Mr. Chow has signed a letter of appointment with a fixed term of appointment for a period from 1 March 2024 to 28 February 2027 and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.
Mr. Chow receives a director's fee of HK$360,000 per annum as per the appointment letter.
Save as disclosed above, as at the Latest Practicable Date, Mr. Chow (i) does not hold any other position with any members of the Group, (ii) is not related to any Director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group, (iii) is not interested in any Shares within the meaning of Part XV of the SFO, and (iv) does not hold any directorships in other listed public companies in the last three years.
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For identification purposes only
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Save for the information disclosed above, there is no information which is discloseable nor is Mr. Chow involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Chow that need to be brought to the attention of the Shareholders.
Mr. Chow made an annual written confirmation of independence pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules. The Nomination and Corporate Governance Committee is of the view that Mr. Chow meets the guidelines for assessing independence set out in Rule 3.13 of the Listing Rules and is independent. Mr. Chow has years of work experience in accounting and auditing. In considering the re-election of the Mr. Chow, the Nomination and Corporate Governance Committee has considered the past performance of Mr. Chow, the independence confirmations pursuant to Rule 3.13 of the Listing Rules being furnished to the Company and the background, skills, knowledge and experience of Mr. Chow having regard to the board diversity policy adopted by the Board. The Nomination and Corporate Governance Committee considered that the appointment of the Mr. Chow can contribute to the diversity of the Board having regard to his background, skills, knowledge and work experience. The re-election of Mr. Chow as an independent non-executive Director will bring valuable auditing experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. As such, the Nomination and Corporate Governance Committee recommended the re-appointment of Mr. Chow to the Board for the Board to recommend to the Shareholders for re-election at the AGM. The Board believes his re-election is in the interests of the Company and its Shareholders as a whole and therefore he should be re-elected.
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Share Repurchase Mandate.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 2,995,320,920 Shares and the Company did not have any treasury shares.
Subject to the passing of the ordinary resolution set out in item 4 of the notice of the AGM in respect of the granting of the Share Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the AGM, i.e. being 2,995,320,920 Shares, the Directors would be authorised under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, up to 299,532,092 Shares, representing 10% of the total number of Shares in issue as at the date of the AGM.
- REASONS FOR SHARE REPURCHASE
The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole.
Shares repurchase may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.
If the Company repurchases any Shares pursuant to the Repurchase Mandate, the Company may cancel such repurchased Shares or hold them as treasury shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchase.
If there are any treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company's own name as treasury shares, which may include approval by the Board that (i) the Company would not (or would procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions.
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
3. FUNDING OF SHARE REPURCHASE
The Company may only apply funds legally available for share repurchase in accordance with the Articles of Association, the laws of Cayman Islands and/or any other applicable laws, as the case may be.
4. IMPACT OF SHARE REPURCHASE
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 August 2024) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
5. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follows:
| Month | Highest HK$ | Lowest HK$ |
|---|---|---|
| December 2023 | 0.380 | 0.235 |
| January 2024 | 0.300 | 0.233 |
| February 2024 | 0.570 | 0.280 |
| March 2024 | 0.550 | 0.375 |
| April 2024 | 0.420 | 0.360 |
| May 2024 | 0.395 | 0.300 |
| June 2024 | 0.340 | 0.280 |
| July 2024 | 0.295 | 0.232 |
| August 2024 | 0.260 | 0.223 |
| September 2024 | 0.244 | 0.177 |
| October 2024 | 0.325 | 0.201 |
| November 2024 | 0.280 | 0.205 |
| December 2024 (up to the Latest Practicable Date) | 0.280 | 0.240 |
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
6. GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
The Directors will exercise the power of the Company to make repurchases of Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Cayman Islands. In addition, the Company has confirmed that neither the Explanatory Statement nor the proposed share repurchase has any unusual features.
7. TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
To the best knowledge of the Directors, as at the Latest Practicable Date, Mr. Shu Liang Sherman Jen (“Mr. Jen”) and Sherman Investment (indirectly wholly owned by a discretionary trust, of which Mr. Jen is the founder who can influence how the trustee exercises his discretion) as the controlling shareholders of the Company (as defined in the Listing Rules) were interested or deemed to be interested in 1,585,168,668 Shares and 1,483,639,818 Shares respectively (representing approximately 52.92% and 49.53% of the total issued share capital of the Company respectively). In the event that the Directors exercise the proposed Share Repurchase Mandate in full and no other Shares would be issued or repurchased following the Latest Practicable Date, the shareholding of Mr. Jen and Sherman Investment would be increased to approximately 58.80% and 55.04% respectively.
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
Save as aforesaid, the Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not have the intentions to exercise the power to repurchase shares to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.
8. SHARE REPURCHASE MADE BY THE COMPANY
During the six months prior to the Latest Practicable Date, the Company has repurchased a total of 4,368,000 Shares on the Stock Exchange and the details are set out below:
| Date of repurchase | No. of Shares repurchased | Highest price paid per Share (HK$) | Lowest price paid per Share (HK$) |
|---|---|---|---|
| 4 December 2024 | 316,000 | 0.250 | 0.248 |
| 5 December 2024 | 1,576,000 | 0.255 | 0.249 |
| 6 December 2024 | 152,000 | 0.260 | 0.260 |
| 9 December 2024 | 798,000 | 0.265 | 0.255 |
| 10 December 2024 | 870,000 | 0.270 | 0.260 |
| 11 December 2024 | 656,000 | 0.275 | 0.260 |
NOTICE OF ANNUAL GENERAL MEETING
视叶教育
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 IS HEREBY GIVEN that the Annual General Meeting (the “AGM”) of China Maple Leaf Educational Systems Limited (the “Company”) will be held at Conference Room, 6/F, No. 13, Baolong First Road, Baolong Street, Longgang District, Shenzhen, Guangdong Province 518116, China on Friday, 21 February 2025 at 9:30 a.m. for the following purposes:
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To receive and consider the audited consolidated financial statements of the Company and the reports of the directors of the Company (“Directors”) and the auditor of the Company for the year ended 31 August 2024.
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To consider and approve, each as a separate resolution, if thought fit, the following resolutions:
(a) To re-elect Dr. Kem Hussain as a non-executive Director.
(b) To re-elect Ms. Wai Fong Wong as an independent non-executive Director.
(c) To re-elect Mr. Ming Sang Chow as an independent non-executive Director.
(d) To authorise the board of Directors (the “Board”) to fix the respective Directors’ remuneration.
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To re-appoint Moore CPA Limited as the auditor and to authorise the Board to fix its remuneration.
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For identification purposes only
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph 4(b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws, rules and regulations including the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) or of any other stock exchange on which the securities of the Company may be listed as amended from time to time;
(b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph 4(a) above shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph 4(a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and
(c) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph 5(c) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company during the Relevant Period (as defined below) to allot, issue and deal with additional shares and to sell or transfer treasury shares, if any, in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers;
(b) the mandate in paragraph 5(a) above shall authorise the directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to the mandate in paragraph 5(a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the exercise of options under a share option scheme of the Company; and
(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,
shall not exceed 20% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph 5(a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and
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NOTICE OF ANNUAL GENERAL MEETING
(d) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.
“Rights Issue” means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 4 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution.”
By Order of the Board
China Maple Leaf Educational Systems Limited
Shu Liang Sherman Jen
Chairman and Chief Executive Officer
Hong Kong, 20 December 2024
NOTICE OF ANNUAL GENERAL MEETING
Notes:
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All resolutions at the AGM will be taken by poll (except where the chairman decides to allow a resolution relating purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
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Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
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In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 9:30 a.m. on 19 February 2025 and in any event not less than 48 hours before the time appointed for the AGM or the adjourned meeting thereof. Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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For determining the entitlement to attend and vote at the AGM, the Register of Members of the Company will be closed from Tuesday, 18 February 2025 to Friday, 21 February 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 17 February 2025.
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The circular dated 20 December 2024 containing further details concerning items 2, 4, 5 and 6 set out in the above notice and the 2024 Annual Report have been published on the websites of Hong Kong Exchanges and Clearing Limited and the Company.
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References to time and dates in this notice are to Hong Kong time and dates.
As at the date of this Notice, the Board comprises Mr. Shu Liang Sherman Jen, Mr. King Pak Lau 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. Ming Sang Chow as independent non-executive Directors.
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