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 toits 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 thisannouncement.
This announcement is for information purposes only and does not constitute or form part ofand should not be construed as, an invitation or offer to acquire, purchase, subscribe, sell or
issue securities or an invitation to enter into any agreement to do any such things, nor is it
calculated to invite any offer to acquire, purchase or subscribe for any securities.
The information contained in this announcement is not for distribution or circulation, directly
or indirectly, in or into the United States. This announcement is solely for the purpose ofreference and does not constitute an offer to sell or the solicitation of an offer to buy any
securities in the United States or any other jurisdiction in which such offer, solicitation orsale would be unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. The securities referred to herein have not been and will not be registeredunder the United States Securities Act of 1933, as amended (the “Securities Act”), and may
not be offered or sold within the United States, except pursuant to an exemption from, or in atransaction not subject to, the registration requirements of the Securities Act.

US$125,000,000 2.25 PER CENT. CONVERTIBLE BONDS DUE 2026
ISSUED BY

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: 01317)(the “Company”)(the “Bonds”)(Stock Code: 40564)

MEETING OF BONDHOLDERS
This announcement does not contain the full terms of the Extraordinary Resolution(as defined below), which are contained in the Notice of Meeting (as defined below).
Bondholders may obtain the Notice of Meeting (including the form of the Amended andRestated Trust Deed) from the Tabulation Agent, the contact details for which are set out
below. In order to access a copy of the Notice of Meeting, a Bondholder will be required
to provide confirmation as to such person’s status as a Bondholder.
–1–OVERVIEWThis announcement is made by the Company, together with its subsidiaries and consolidated
affiliated entities, the “Group”, pursuant to Rules 13.09(2) and 37.47E(a) of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “StockExchange”) (the “Listing Rules”) and the Inside Information Provisions (as defined under theListing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of theLaws of Hong Kong).
Reference is made to the Bonds and to the announcements of the Company dated 27 April
2022, 16 May 2022, 30 May 2022, 1 June 2022, 1 August 2022, 16 August 2022, 1 September
2022 and 16 September 2022 (collectively, the “Announcements”).
Capitalised terms used but not otherwise defined herein shall have the meanings ascribed tothem in the Notice of Meeting (as defined below) and the Announcements (as applicable).
The Company has today issued and disseminated to Bondholders a notice of meeting(dated 5 October 2022) (the “Notice of Meeting”) in accordance with Condition 17 of theBond Conditions, to request Bondholders to consider and, if thought fit, approve and passthe Extraordinary Resolution (as defined in the Notice of Meeting), at a meeting of theBondholders (the “Meeting”), which will provide for certain amendments and waivers in
relation to the Bonds, as more fully described in the Notice of Meeting.
BACKGROUND
Occurrence of Relevant Event under the Bonds
On 27 April 2022, 16 May 2022 and 30 May 2022, the Company made announcements inrelation to, among other matters, the delay in publication of the unaudited interim results ofthe Group for the six months ended 28 February 2022 (the “Interim Results”). As a result of
the delay in the publication of the Interim Results, the publication of the interim report for thesix months ended 28 February 2022 as required under the Listing Rules is also delayed.
In light of the abovementioned delay, trading of the Company’s shares on the Stock Exchange
has been suspended with effect from 9:00 a.m. on 3 May 2022 until further notice (the “May2022 Suspension”).
A Relevant Event (the “Applicable Relevant Event”) occurred on 23 May 2022 on the basisof the occurrence of the May 2022 Suspension.

–2–On 1 June 2022, a notice in relation to the occurrence of the Applicable Relevant Event wasgiven by the Company to the Bondholders, regarding the Bondholders’ right under Condition
8(E) (Redemption for Relevant Event) of the Bond Conditions to require the Company toredeem all or some of each such holder’s Bonds on the Relevant Event Redemption Date at theEarly Redemption Amount together with interest accrued but unpaid to (but excluding) suchdate, by delivering a Relevant Event Redemption Notice to the Paying Agent in accordancewith the Bond Conditions.
Bondholders holding 100 per cent. of the aggregate principal face value of the Bonds delivered
Relevant Event Redemption Notices in connection with the Applicable Relevant Event within
the applicable exercise period.
Occurrence of Event of Default under the Bonds
The Relevant Event Redemption Date in respect of the Applicable Relevant Event fell on 14
August 2022 which was a non-business day, meaning that payment in respect of the Relevant
Event Redemption Date was required to be made on 15 August 2022 (the “ApplicableRedemption Date”).
Pursuant to the Bond Conditions, the Company was required to redeem the Bonds on theApplicable Redemption Date at the Early Redemption Amount together with interest accrued
but unpaid to (but excluding) such date. The Company has not made such redemption which
triggered the occurrence of an Event of Default under the Bonds on 16 August 2022. Such
Event of Default remains outstanding as at the date of this announcement.
Standstill Agreement and Proposal in relation to the Bonds
Notwithstanding the occurrence of the Applicable Relevant Event, on 15 August 2022,
the Company and holders of the Bonds who collectively hold or are economically entitledto approximately 70 per cent. of the principal amount of the Bonds (the “ConsentingBondholders”) entered into the First Standstill Agreement which set out, among other things,
the parties’ in-principle agreement to implement and otherwise give effect to the original“Proposal” as defined in the notice of meeting from the Company to the Bondholders dated 1
September 2022.
In this regard, a (i) notice in relation to the First Standstill Agreement was given by theCompany to the Bondholders on 16 August 2022 and (ii) an announcement in relation to theFirst Standstill Agreement was published by the Company on 16 August 2022.
The First Standstill Agreement was automatically terminated in accordance with its terms on
14 September 2022, following which the Company and the Consenting Bondholders enteredinto further negotiations, including in relation to the Escrow Agreement (as defined below). In
light of the foregoing, the meeting of the holders of the Bonds scheduled to be held at 10:00
a.m. (Hong Kong time) on 23 September 2022 at the office of Ashurst Hong Kong at 11/F,
Jardine House, 1 Connaught Place, Central, Hong Kong was cancelled by way of notice fromthe Company to the Bondholders dated 15 September 2022 (the “23 September Meeting”).
An announcement in relation to the cancellation of the 23 September Meeting was publishedby the Company on 16 September 2022.

–3–The Company is pleased to confirm that on 4 October 2022, the Company and the Consenting
Bondholders entered into a second standstill agreement (the “Second Standstill Agreement”),
which sets out, among other things, the parties’ in-principle agreement to implement andotherwise give effect to the new Proposal (as defined in the Extraordinary Resolution set outin the Notice of Meeting).
The Second Standstill Agreement is drafted on substantially similar terms as the First
Standstill Agreement, albeit the Mandatory Redemption Undertaking (as defined in theannouncement of the Company dated 16 August 2022) has been amended such that the first 40
per cent. redemption of the Bonds originally issued at their principal amount plus accrued andunpaid interest (the “Redemption Amount”) shall now take place on the date that is sevenbusiness days following the date of the Release Notice (as defined in the Escrow Agreement)
as required by Condition 8(F)(i) (Mandatory redemption) of the Amended and Restated Trust
Deed (the “Amended Mandatory Redemption Date”).
Until the Amended Mandatory Redemption Date, an amount equal to 40 per cent. of the Bonds
originally issued at their principal amount plus accrued and unpaid interest up to 8 November
2022 (which comprises all, or substantially all, of the Redemption Amount) shall be subject tothe terms of an escrow agreement dated 4 October 2022 entered into between, the Company,
the SGD Loan Agent, a representative of the Consenting Bondholders and the Escrow Agent(the “Escrow Agreement”).
Against this background, the Company seeks consent from the Bondholders to sanction thenew Proposal as set out in the Extraordinary Resolution.
MEETING OF BONDHOLDERS
The Meeting will be held on 27 October 2022 at 10:00 a.m. (Hong Kong time) at the officeof Ashurst Hong Kong at 11/F, Jardine House, 1 Connaught Place, Central, Hong Kong (the“Meeting Venue”).
In light of the ongoing developments in relation to COVID-19, it may become impossible
or inadvisable to hold the Meeting at the Meeting Venue. To the extent that the Company
determines that it will not be possible or advisable to hold the Meeting at the Meeting
Venue, the Company reserves the right to hold the Meeting by audio or video conference
call or other electronic means (a “Virtual Meeting”).
In the event that the Company determines that a Virtual Meeting is required, the Trustee
will prescribe further regulations to permit attendance at a Virtual Meeting by audio orvideo conference call or other electronic means. In those circumstances, those Bondholders
who have indicated that they wish to attend the Meeting in person and those persons (otherthan the Tabulation Agent (or its nominees)) who have been appointed as proxies to attend
and vote at the Meeting will be contacted ahead of the Virtual Meeting to provide theiridentification documentation and will subsequently be provided with further details about
access to the Virtual Meeting. By electing to attend the Virtual Meeting, each such person
shall be deemed to have fully understood and consented to any process governing theVirtual Meeting. A Bondholder who has instructed and authorised the Tabulation Agent (orits nominees) as its proxy in respect of the Bonds in relation to the Meeting in a ConsentInstruction will be unaffected if the Meeting is held as a Virtual Meeting and will not berequested or required to take any further action.

–4–

IMPLEMENTATION OF EXTRAORDINARY RESOLUTION
The implementation of the Extraordinary Resolution is conditional upon the passing of theExtraordinary Resolution. Accordingly, if the Extraordinary Resolution is not passed, theExtraordinary Resolution will not be implemented.
If, and only if, the Extraordinary Resolution is passed, the Extraordinary Resolution
may be implemented.
The Company will, as soon as reasonably practicable after the Meeting, announce:i.

the results of the Meeting; andii.

if the Extraordinary Resolution is passed, the effectiveness of the Proposed Waivers andthe Implementation Date in relation to the Proposed Amendments.

The Proposed Waivers will be effective upon the passing of the Extraordinary Resolution.
The Proposed Amendments will be effective upon the execution and delivery of the Amendedand Restated Trust Deed and the Amended and Restated Agency Agreement (the forms ofwhich are attached to Annex 1 (Form of the Amended and Restated Trust Deed) and Annex
2 (Form of the Amended and Restated Agency Agreement) to the Notice of Meeting andis available from the Tabulation Agent, as more fully set out under “Documents Availablefor Inspection” below) on the Implementation Date and are subject to the passing of theExtraordinary Resolution.
DOCUMENTS AVAILABLE FOR INSPECTION
Bondholders may, from the date of this announcement up to and including the date of theMeeting (or any adjourned Meeting) (and, in each case, for 15 minutes prior thereto at thevenue), request electronic copies of the documents set out below from the Tabulation Agent,
the contact details of which are specified below (free of charge) subject to satisfactory proofof holding:(a)the Notice of Meeting;(b)

the Trust Deed;(c)the form of the Amended and Restated Trust Deed;(d)the Agency Agreement; and(e)the form of the Amended and Restated Agency Agreement.

–5–

GENERAL
The attention of Bondholders is particularly drawn to the quorum required for the Meeting andfor an adjourned Meeting which is summarised in the section entitled “Voting and Quorum”
below and set out in detail in the Notice of Meeting. Having regard to such requirements,
Bondholders are strongly urged either to submit valid Consent Instructions in accordance with
the Notice of Meeting or to attend or to take steps to be duly represented at the Meeting inaccordance with the Meeting Provisions, as soon as possible.
Only Direct Participants may submit or deliver Consent Instructions. Bondholders whose
Bonds are held on their behalf by a broker, dealer, commercial bank, custodian, trust company
or accountholder must contact and request such broker, dealer, commercial bank, custodian,trust company or accountholder to effect the relevant Consent Instructions on their behalf
sufficiently in advance of 10.00 a.m. (Hong Kong time) on 25 October 2022 (the “VotingDeadline”) in order for such Consent Instructions to be delivered in accordance with any
deadlines as described in the Notice of Meeting.
Bondholders wishing to attend the Meeting in person have the right to attend in accordancewith the provisions set out in the Notice of Meeting and the Meeting Provisions.
If Consent Instructions are not received from or on behalf of a Bondholder in accordancewith the voting instructions set out herein (and such Bondholder does not otherwise makearrangements to vote at the Meeting by appointing a proxy or to attend in person also inadvance of the Voting Deadline), such Bondholder will be deemed to have declined to vote inrespect of the Extraordinary Resolution.
In accordance with normal practice, none of the Trustee, the Agents relating to theBonds or the Tabulation Agent expresses any view as to the merits of the new Proposalor the Extraordinary Resolution. None of the Trustee, the Agents or the Tabulation
Agent has been involved in negotiating the Proposed Waivers and Proposed Amendmentsor the Extraordinary Resolution or makes any representation that all relevant
information has been disclosed to the Bondholders in or pursuant to the Extraordinary
Resolution and the Notice of Meeting. Furthermore, none of the Trustee, the Agents orthe Tabulation Agent makes any assessment of the impact of the new Proposal presented
to Bondholders in the Notice of Meeting on the interests of the Bondholders or makes
any recommendations on the Extraordinary Resolution or whether agreement to the newProposal should be made. Accordingly, Bondholders who are unsure of the impact of thenew Proposal and the Extraordinary Resolution should seek their own financial, legal
and tax advice.

–6–VOTING AND QUORUM
The provisions governing the convening and holding of the Meeting are set out in the Meeting
Provisions, a copy of which is included in the Trust Deed and is available for inspection asreferred to above. A Bondholder who has delivered or procured the delivery of a ConsentInstruction need take no further action.
Bondholders whose Bonds are held by Clearstream or Euroclear (as applicable) should contact
the Tabulation Agent for further information.
The approval of the new Proposal does not require the consent of all Bondholders. Oncethe new Proposal becomes operative, the Proposed Amendments and the ProposedWaivers will be binding on all Bondholders, whether or not they were present at theMeeting and regardless of whether a Bondholder has consented to such amendments andwaivers.
Bondholders who need assistance with respect to the procedures in relation to theExtraordinary Resolution should contact the Tabulation Agent at the following contact details:
Kroll Issuer Services Limited
Email: mapleleaf@is.kroll.com
Telephone: +44 20 7704 0880 (in London)/+852 2281 0114 (in Hong Kong).
By Order of the Board
China Maple Leaf Educational Systems Limited
Shu Liang Sherman Jen
Chairman and Chief Executive Officer
Hong Kong, 5 October 2022
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; and Mr. Peter Humphrey
Owen, Mr. Alan Shaver and Mr. Lap Tat Arthur Wong as Independent Non-executiveDirectors.
Trading in the shares of the Company (Stock Code: 1317) and the debt securities of theCompany (Debt Securities Stock Code: 40564) on the Stock Exchange has been suspended
since 9:00 a.m. on 3 May 2022 due to the delay in publication of the unaudited interim resultsof the Group for the six months ended 28 February 2022 and will remain suspended until theCompany fulfils the Resumption Guidance imposed by the Stock Exchange on the Company
as described in the announcement of the Company dated 30 May 2022. Shareholders of theCompany and potential investors should exercise caution when dealing in the securities of theCompany.
*For identification purposes only–7–