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China Maple Leaf Educational Systems Limited Proxy Solicitation & Information Statement 2025
49847_rns_2025-12-19_297c1d2c-4fe7-4e9f-99f9-a84a8ef25492.pdf
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.
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, 27 February 2026 at 10:45 a.m. is set out on pages 16 to 19 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 10:45 a.m. on 25 February 2026 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
22 December 2025
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 12
Notice of Annual General Meeting 16
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
“2025 AGM” the annual general meeting held on 21 February 2025
“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, 27 February 2026 at 10:45 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 16 to 19 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
“CAD” Canadian dollars, the lawful currency of Canada
“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
-
For identification purposes only
-
1 -
DEFINITIONS
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“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 16 to 19 to this circular
“Latest Practicable Date”
10 December 2025, 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$0.0005 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company
“Share Repurchase Mandate”
a general mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the AGM as set out on pages 16 to 19 to this circular
“Shareholder(s)”
holder(s) of Share(s)
- 2 -
DEFINITIONS
"Sherman Investment"
Sherman Investment Holdings Limited, a company incorporated under the laws of the British Virgin Islands on 13 April 2007 and is indirectly wholly owned by a discretionary trust, of which Mr. Shu Liang Sherman Jen is the founder
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission as amended from time to time
"treasury shares"
has the meaning ascribed to it under the Listing Rules
"US$"
United States dollars, the lawful currency of the United States
"%"
per cent
- 3 -
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
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
22 December 2025
To the Shareholders
Dear Sir/Madam,
PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND 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 27 February 2026 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, Mr. Shu Liang Sherman Jen and Mr. James William Beeke shall retire at the AGM. All of the above retiring Directors, being eligible, will offer themselves for re-election at the AGM.
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 Directors 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 2025 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 289,137,292 Shares on the basis that the issued share capital of the Company (i.e. 2,891,372,920 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 2025 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 578,274,584 Shares on the basis that the issued share capital of the Company (i.e. 2,891,372,920 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 16 to 19 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 10:45 a.m. on 25 February 2026 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
- 7 -
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) Mr. Shu Liang Sherman Jen
Shu Liang Sherman Jen (“Mr. Jen”), aged 71, is our controlling Shareholder (the “Controlling Shareholder”) and founder. Mr. Jen was appointed as a Director in June 2007 and was re-designated as an executive Director and was appointed as chairman of the nomination and corporate governance committee of our Company, both taking effect on 28 November 2014, and is primarily responsible for the overall business and strategy of our Group, including the introduction of the dual diploma school model. His main contributions lead us to become one of the leading international school service providers in China. He has been the chairman of the Board, CEO of our Company since 2007, and co-chief executive officer (“Co-CEO”) since March 2014. Mr. Jen was re-designated as CEO on 15 August 2016 following the resignation of the other Co-CEO and was appointed as the president of China operations on 1 September 2016.
Mr. Jen is also the president of Dalian Maple Leaf International School, a subsidiary of the Company, since 1995, the chairman of Dalian Maple Leaf Educational Group Co., Ltd., a consolidated affiliated entity, since 2003, and the director of Maple Leaf Educational Systems Limited, a subsidiary of the Company, since 1992, Tech Global Investment Limited, a subsidiary of the Company, since 2007, Maple Leaf Education Asia Pacific Limited (formerly known as Hong Kong Maple Leaf Educational Systems Limited), a subsidiary of the Company, since 2009, Dalian Beipeng Educational Software Development Inc., a subsidiary of the Company, since 2011, Maple Leaf CIS Holdings Pte. Limited, a subsidiary of the Company, since March 2020. Mr. Jen was appointed as the executive director and the chairman of the board of directors of Kingsley Edugroup Limited (“Kingsley”), a subsidiary of the Company formerly listed on GEM of the Stock Exchange (former stock code: 8105) on 19 March 2020 and as a director of Kingsley International Sdn. Bhd., an indirect subsidiary of the Company on 30 April 2020. Mr. Jen remained as an executive director and chairman of Kingsley after it was delisted on 24 July 2020 until it was dissolved on 31 March 2021. Mr. Jen was also appointed as a director of Star Readers Pte. Ltd., an indirect subsidiary of the Company and Canadian International School Pte. Ltd., an indirect subsidiary of the Company, both on 26 August 2020. Mr. Jen is a director of Sherman International Investment Limited and Sherman Investment, both of which have an interest in the shares and underlying shares of the Company which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO.
Mr. Jen has more than 30 years of experience in the education industry. In 2004, he was selected as one of the most influential figures in the private education industry in China by sohu.com.
In 2005, he received the Outstanding Chinese Entrepreneur Award from the Overseas Chinese Affairs Office of the State Council of the PRC. In 2011, he was honored as one of the “Top Ten Figures of our Time” by a group of media organizations and industry associations.
In 2013, he received the Governor General’s Medallion from Mr. David Johnston, Governor General of Canada, for his contributions to international education.
APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
In October 2014, he received the Chinese Government Friendship Award from the then PRC Premier Mr. Keqiang Li and two Vice Premiers, which is the highest honor awarded by the Chinese government to foreign experts for their outstanding contributions to the modernized development of the PRC.
In 2019, he was recognised as one of the “Top 10 Most Influential Education leaders in China” by Knowledge Review, a United Kingdom leading education magazine, and was honorably featured on the cover of the August 2019 edition.
Mr. Jen received his Bachelor of Arts degree in English Language and Arts from Beijing Foreign Languages University, the PRC in May 1978, his Master of Business Administration by distance learning from the University of Wales, New Port, the United Kingdom in September 2005 and an Honorary Doctor of Laws degree (Hon. LL.D.) from Royal Roads University in British Columbia, Canada in June 2013. Mr. Jen is a resident of Hong Kong. Mr. Jen is not a resident of Canada for Canadian taxation purposes.
As at the Latest Practicable Date, Mr. Jen was interested in 1,585,168,668 Shares, of which Mr. Jen had beneficial interest in 101,528,850 Shares and he was deemed to be interested in 1,483,639,818 Shares held by Sherman Investment which is indirectly held by a discretionary trust of which HSBC International Trustee Limited is the trustee and Mr. Jen is the founder.
Mr. Jen has signed an executive director service agreement with a fixed term of appointment for a period from 1 September 2025 to 31 August 2026 and is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Articles of Association.
Mr. Jen receives a fixed salary of HK$4,000,000 per annum and a discretionary year-end bonus of an amount which may be recommended by the Board or the Remuneration Committee (as applicable) as per the executive director service agreement. He also received allowance of HK$25,000 for the year ended 31 August 2025.
Save as disclosed above, as at the Latest Practicable Date, Mr. Jen (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 Mr. Jen 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. Jen 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) Mr. James William Beeke
James William Beeke (“Mr. Beeke”), aged 75, is our executive Director and superintendent of global education (other than the PRC) of the Group. He was appointed as a Director in April 2014 and was re-designated as an executive Director taking effect on 28 November 2014. Mr. Beeke has been appointed as a member of our remuneration committee with effect from 26 August 2020. Mr. Beeke was also appointed as a director of Canadian International School Pte. Ltd., an indirect subsidiary of the Company, on 26 August 2020. Mr. Beeke previously served as the vice chairman of the Board and the superintendent of the British Columbia Program (“BC Program”) of the Group from 2005 to 2009 and again from 2014 to 2016. Mr. Beeke was appointed as the superintendent of global education (other than the PRC) of the Group and ceased to be the superintendent of the BC Program of the Group with effect from 15 August 2016. Mr. Beeke is primarily responsible for overseeing the development of the Group’s educational programs outside of the PRC.
Prior to joining our Group, Mr. Beeke was employed by the British Columbia (“BC”) provincial government as deputy inspector, and later, inspector for the Ministry of Education of the BC provincial government from 1996 to 1998 and from 1998 to 2005, respectively. As inspector, he was responsible for the inspection, certification and funding of all independent schools in the province and developed and directed BC’s Offshore School Certification Program. Since September 2009, he has been president of Signum International Educational Services Inc., a company which provides educational consultant services to schools in Canada and internationally, where he was responsible for assisting schools with board governance and strategic development planning, performing school reviews, conducting principal evaluations and providing analysis and comparisons of provincial curricula. Mr. Beeke has not held any directorship roles in any other listed companies in the last three years.
Mr. Beeke received his Bachelor of Arts degree and Master of Arts degree from Western Michigan University in Michigan, United States, in December 1971 and August 1973, respectively. He received the Certificate of Qualification from the British Columbia Teachers in June 1991, Certificate of Recognition from the British Columbia Minister of Education in 1991, Certificates of Recognition from the Chinese Consulate (Vancouver, Canada) and from British Columbia Ministry of Education in June 2005 and Certificate of Honorary Award from Liaoning Provincial Government of the PRC in 2006.
As at the Latest Practicable Date, Mr. Beeke was interested in 935,342 Shares, of which Mr. Beeke had beneficial interest in 51,342 Shares and he was deemed to be interested in 884,000 Shares held by Signum International Educational Services Inc., a company which is 51% owned by Mr. Beeke and 49% owned by his spouse.
Mr. Beeke has signed an executive director service agreement with a fixed term of appointment for the period from 1 September 2025 to 31 August 2026 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.
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APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Beeke receives a fixed salary of CAD200,000 per annum.
Save as disclosed above, Mr. Beeke (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 other Shares within the meaning of Part XV of the SFO and, (iv) did 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 Mr. Beeke involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Beeke that need to be brought to the attention of the Shareholders.
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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 2,891,372,920 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 2,891,372,920 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 289,137,292 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 2025) 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 2024 | 0.310 | 0.240 |
| January 2025 | 0.305 | 0.250 |
| February 2025 | 0.315 | 0.290 |
| March 2025 | 0.345 | 0.295 |
| April 2025 | 0.400 | 0.260 |
| May 2025 | 0.370 | 0.340 |
| June 2025 | 0.360 | 0.305 |
| July 2025 | 0.400 | 0.330 |
| August 2025 | 0.440 | 0.365 |
| September 2025 | 0.550 | 0.395 |
| October 2025 | 0.460 | 0.365 |
| November 2025 | 0.455 | 0.370 |
| December 2025 (up to the Latest Practicable Date) | 0.390 | 0.365 |
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.
As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, based on the registers kept by the Company under Part II of the SFO, in the event the Directors exercise in full the power to repurchase Shares in accordance with the Share Repurchase Mandate, the Directors are not aware of any Shareholder who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of such repurchases.
However, 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.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
8. SHARE REPURCHASE MADE BY THE COMPANY
During the six months prior to the Latest Practicable Date, the Company has repurchased a total of 49,750,000 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$) | Lowest price paid per Share (HK$) |
|---|---|---|---|
| 26 June 2025 | 8,732,000 | 0.315 | 0.315 |
| 4 July 2025 | 252,000 | 0.335 | 0.335 |
| 7 July 2025 | 458,000 | 0.340 | 0.340 |
| 8 July 2025 | 132,000 | 0.345 | 0.345 |
| 15 July 2025 | 724,000 | 0.345 | 0.345 |
| 16 July 2025 | 1,198,000 | 0.350 | 0.350 |
| 28 July 2025 | 428,000 | 0.370 | 0.370 |
| 29 July 2025 | 836,000 | 0.370 | 0.370 |
| 1 August 2025 | 1,016,000 | 0.370 | 0.365 |
| 4 August 2025 | 1,410,000 | 0.370 | 0.370 |
| 8 August 2025 | 2,342,000 | 0.400 | 0.390 |
| 18 August 2025 | 146,000 | 0.385 | 0.385 |
| 20 August 2025 | 728,000 | 0.390 | 0.390 |
| 25 August 2025 | 642,000 | 0.390 | 0.385 |
| 26 August 2025 | 1,020,000 | 0.400 | 0.400 |
| 27 August 2025 | 4,492,000 | 0.400 | 0.395 |
| 28 August 2025 | 1,622,000 | 0.400 | 0.400 |
| 3 September 2025 | 1,152,000 | 0.405 | 0.400 |
| 4 September 2025 | 1,426,000 | 0.405 | 0.400 |
| 5 September 2025 | 1,264,000 | 0.410 | 0.405 |
| 8 September 2025 | 2,452,000 | 0.420 | 0.415 |
| 9 September 2025 | 4,692,000 | 0.420 | 0.410 |
| 12 September 2025 | 810,000 | 0.415 | 0.415 |
| 1 December 2025 | 2,420,000 | 0.380 | 0.370 |
| 2 December 2025 | 842,000 | 0.385 | 0.385 |
| 3 December 2025 | 2,246,000 | 0.385 | 0.385 |
| 4 December 2025 | 2,232,000 | 0.385 | 0.385 |
| 8 December 2025 | 1,728,000 | 0.385 | 0.375 |
| 9 December 2025 | 2,308,000 | 0.385 | 0.380 |
A total of 40,732,000 shares repurchased during the period from 21 March 2025 to 12 September 2025 were cancelled on 4 December 2025. As at the Latest Practicable Date, the total number of issued share capital of the Company was 2,891,372,920 Shares.
Save as disclosed above, no repurchase of Shares has been made by the Company during the previous six months immediately preceding the Latest Practicable Date.
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, 27 February 2026 at 10:45 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 (the “Directors”) and the auditor of the Company for the year ended 31 August 2025.
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To consider and approve, each as a separate resolution, if thought fit, the following resolutions:
(a) To re-elect Mr. Shu Liang Sherman Jen as an executive Director.
(b) To re-elect Mr. James William Beeke as an executive Director.
(c) 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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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
- For identification purposes only
NOTICE OF ANNUAL GENERAL MEETING
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."
- 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;
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NOTICE OF ANNUAL GENERAL MEETING
(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
(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).
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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 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, 22 December 2025
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 10:45 a.m. on 25 February 2026 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, 24 February 2026 to Friday, 27 February 2026, both dates inclusive, during which period no transfer of shares will be registered. The record date will be Friday, 27 February 2026. 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, 23 February 2026.
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The circular dated 22 December 2025 containing further details concerning items 2, 4, 5 and 6 set out in the above notice and the 2025 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; and Mr. Peter Humphrey Owen, Ms. Wai Fong Wong and Mr. Ming Sang Chow as independent non-executive Directors.
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