China Maple Leaf Educational Systems Limited — Share Issue/Capital Change 2019

Jul 1, 2019

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 ***

(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 (the “ Board ”) of directors (the “ Directors ”) of the Company hereby announces that on 28 June 2019, the Company granted 11,554,000 share options (the “ Share Options ”) to 178 eligible participants (the “ Grantee(s) ”) to subscribe for a total of 11,554,000 new ordinary shares of US$0.0005 each (the “ Shares ”) in the share capital of the Company, subject to acceptances by the Grantees, under the share option scheme (the “ Scheme ”) adopted by the Company on 10 November 2014. Details of the Share Options granted are set out as follows:

Date of grant : 28 June 2019 Exercise price of the share : HK$3.11 per Share[(1)] options granted

Note:

• (1) The exercise price represents the highest of: (a) the closing price of HK$3.09 per Share as stated in the daily quotation sheet of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) on the date of grant; (b) the average closing price of HK$3.11 per Share as stated in the Stock Exchange’s daily quotation sheets for the five business days immediately preceding the date of grant; and (c) the nominal value of the Shares of US$0.0005.

• For identification purposes only

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Number of share options granted : 11,554,000 Share Options (each share option shall entitle the holder of the share options to subscribe for one Share)

Closing price of the Shares on : the date of grant

Validity Period :

HK$3.09 per Share

Validity Period	Validity Period	Numberof ShareOptions	Numberof ShareOptions
	Validity Period	Numberof ShareOptions
	From 28 June 2019 to 31 January2020 (both dates inclusive)(“Validity Period A”)	5,212,000
	From 28 June 2019 to 31 January2021 (both dates inclusive)(“Validity Period B”)	3,104,000
	From 28 June 2019 to 31 January2022 (both dates inclusive)(“Validity Period C”)	2,994,000
	From 28 June 2019 to 31 January2023 (both dates inclusive)(“Validity Period D”)	124,000
	From 28 June 2019 to 31 January2024 (both dates inclusive)(“Validity Period E”)	120,000

Vesting Period :

The Share Options granted shall vest in the proposed Grantees in the accordance with the timetable below:

Vesting date	Vesting date	Number of ShareOptions to vest	Number of ShareOptions to vest
	Vesting date	Number of ShareOptions to vest
	31 July 2019	460,000
	1 January 2020	4,752,000
	1 January 2021	3,104,000
	1 January 2022	2,994,000
	1 January 2023	124,000
1 January 2024	1 January 2024	120,000

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Among the 11,554,000 Share Options, 2,216,000 Share Options were granted to the following Grantees who are either a Director, chief executive officer and/or substantial shareholder (as defined in the Listing Rules) of the Company, or an associate (as defined in the Listing Rules) of any of them:

	Position(s) held and	Number of
Name	Relationship with the Company	share options	Validity Period	Vesting Date
Shu Liang Sherman Jen	Chairman, chief executive officer	1,600,000	Validity Period A	1 January 2020
	and substantial shareholder
Peter Humphrey Owen	Independent non-executive	62,000	Validity Period A	1 January 2020
	director	62,000	Validity Period B	1 January 2021
		62,000	Validity Period C	1 January 2022
		62,000	Validity Period D	1 January 2023
		60,000	Validity Period E	1 January 2024
Lap Tat Arthur Wong	Independent non-executive	62,000	Validity Period A	1 January 2020
	director	62,000	Validity Period B	1 January 2021
		62,000	Validity Period C	1 January 2022
		62,000	Validity Period D	1 January 2023
		60,000	Validity Period E	1 January 2024

Save as disclosed in this announcement, none of the Grantees is a director, chief executive or substantial shareholder of the Company, nor an associate (as defined in the Listing Rules) of any of them.

In accordance with Rule 17.04(1) of the Listing Rules, the grant of the Share Options to each of the directors, chief executive officer and/or substantial shareholder (as defined in the Listing Rules) of the Company has been approved by the Board and all of the independent non-executive directors of the Company. The Grantee who is a Director has abstained from voting so far as the resolution for the approval of the grant of the Share Options to him was concerned.

By Order of the Board

China Maple Leaf Educational Systems Limited Shu Liang Sherman Jen Chairman and Chief Executive Officer

Hong Kong, 1 July 2019

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

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