China Maple Leaf Educational Systems Limited — Share Issue/Capital Change 2016

Feb 16, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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China Maple Leaf Educational Systems Limited 中國楓葉教育集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1317)

GRANT OF SHARE OPTIONS

This announcement is made by China Maple Leaf Educational Systems Limited (the “ Company ”, together with its subsidiaries and consolidated affiliated entities, the “ Group ”) pursuant to rule 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

The board of directors (the “ Board ”) of the Company hereby announces that on 16 February 2016, the Company granted share options to two eligible participants (the “ Grantees ”) to subscribe for a total of 600,000 new ordinary shares with nominal value of US$0.001 each in the capital of the Company (the “ Shares ”), subject to acceptances of the Grantees, under the share option scheme adopted by the Company on 10 November 2014. Details of the share options granted are set out as follows:

Date of Grant	:	16 February2016
Exercise price of share optionsgranted	:	HK$4.400 per Share
Number of share options granted	:	600,000 share options (each share option shall entitlethe holder of the share options to subscribe for oneShare)
Closing price of the Shares on thedate ofgrant	:	HK$4.400 per Share
Validity period of the share options	:	10 years from the date of grant (i.e. 16 February 2016to 15 February2026(both days inclusive))
Vesting period of the share options	:	The share options shall be vested in three tranches:TrancheVesting DateNumber of the shareoptions to be vestedFirst1 March 2017200,000Second1 March 2018200,000Third1 March 2019200,000Total:600,000

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Note:

The exercise price represents the highest of: (a) the closing price of HK$4.400 per Share as stated in the daily quotations sheet of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) on the date of grant; (b) the average closing price of HK$4.064 per Share as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding the date of grant; and (c) the nominal value of the Shares of US$0.001.

None of the Grantees is a director, chief executive or substantial shareholder of the Company, or any of their respective associate(s) (as defined in the Listing Rules) as at the date of this announcement.

By order of the Board China Maple Leaf Educational Systems Limited Shu Liang Sherman Jen Chairman and Executive Director

Hong Kong, 16 February 2016

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

• For identification purpose only

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