Global Offering - mapleleaf

1 (Incorporated in the Cayman Islands with limited liability) Stock Code: 1317 Global OfferingJoint Global Coordinators, Joint Sponsors, Joint Bookrunners and Joint Lead 212/11/14 11:30 amIMPORTANTIMPORTANT:If you are in doubt about any of the contents of this prospectus, you should obtain independent professional Maple Leaf Educational Systems Limited*(incorporated in the Cayman Islands with limited liability) Global OFFERINGN umber of Offer Shares in the Global Offering :334,000,000 Shares (subject to the Over-allotmentOption)Number of Hong Kong Offer Shares:33,400,000 Shares (subject to adjustment)Number of International Placing Shares:300,600,000 Shares (subject to adjustment and theOver-allotment Option)Maximum Offer Price:HK$ per Share plus brokerage of 1%, SFCtransaction levy of and Stock Exchangetrading fee of (payable in full on application inHong Kong dollars and subject to refund)Nominal Value:US$ per ShareStock Code.

2 1317 Joint Global Coordinators, Joint Sponsors, Joint Bookrunners and Joint Lead ManagersHong Kong Exchanges and Clearing Limited, the Stock Exchange of Hong Kong Limited and the Hong Kong Securities Clearing CompanyLimited take no responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expresslydisclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of copy of this prospectus, having attached thereto the documents specified in the section headed Appendix VII Documents Delivered tothe Registrar of Companies and Available for Inspection to this prospectus, has been registered by the Registrar of Companies in Hong Kongas required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

3 The Securities and FuturesCommission and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other documentreferred to Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (for themselves and on behalf of the Underwriters)and our Company on the Price Determination Date. The Price Determination Date is expected to be on or around Friday, November 21, 2014 and,in any event, not later than Wednesday, November 26, 2014. The Offer Price will be not more than HK$ and is currently expected to be notless than HK$ If, for any reason, the Offer Price is not agreed by Wednesday, November 26, 2014 between the Joint Global Coordinators(for themselves and on behalf of the Underwriters) and our Company, the Global Offering will not proceed and will Joint Global Coordinators (on behalf of the Underwriters) may, with our consent, reduce the number of Offer Shares being offered underthe Global Offering and/or the indicative offer price range below that stated in this prospectus at any time on or prior to the morning of the lastday for lodging applications under the Hong Kong Public Offering .

4 In such a case, an announcement will be published in South ChinaMorning Post (in English) and Hong Kong Economic Times (in Chinese) not later than the morning of the day which is the last day forlodging applications under the Hong Kong Public obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint GlobalCoordinators (on behalf of the Underwriters) if certain grounds arise prior to 8:00 on the Listing Date. See the section headed Underwriting The Hong Kong Public Offering Grounds for Termination in this Offer Shares have not been and will not be registered under the Securities Act or any state securities law in the United States andmay not be offered or sold, pledged or transferred within the United States except in transactions exempt from, or not subject to, theregistration requirements of the Securities Act.

5 The Offer Shares are being offered and sold (i) in the United States to qualifiedinstitutional buyers in reliance on Rule 144A or another exemption from registration under the Securities Act and (ii) outside the UnitedStates in offshore transactions in reliance on Regulation S under the Securities 18, 2014* For identification purposes TIMETABLE1 Latest time for completing electronic applications underHK eIPO White Formservice through the designated website (3)..11:30 on Friday,November 21, 2014 Application lists open(2)..11:45 on Friday,November 21, 2014 Latest time to lodgewhiteandyellowapplication :00 noon on Friday,November 21, 2014 Latest time to giveelectronic application instructionsto HKSCC(4)..12:00 noon on Friday,November 21, 2014 Latest time to complete payment ofHK eIPO White Formapplications byeffecting internet banking transfers or PPS payment transfer(s).

6 12:00 noon on Friday,November 21, 2014 Application lists :00 noon on Friday,November 21, 2014 Expected price determination date(5)..Friday, November 21, 2014 Announcement of: the Offer Price; the level of applications in Hong Kong Public Offering ; an indication of the level of interest in the International Placing; and the basis of allocation of the Hong Kong Offer Shares,to be published in the South China Morning Post (in English) and Hong KongEconomic Times (in Chinese) on or , November 27,2014 Results of allocations in the Hong Kong Public Offering (with successfulapplicants identification document numbers where appropriate) to be availablethrough a variety of channels (see paragraph headed Publication of Results in thesection headed How to Apply for Hong Kong Offer Shares in this prospectus) , November 27,2014 Results of allocations in the Hong Kong Public Offering will be available with a search by ID , November 27,2014A full announcement of the Hong Kong Public Offering containing the informationreferred to in the above announcements will be published on the website of theStock Exchange at and our Company s website , November 27,2014HK eIPO White Forme-Auto refund payment instruction to be despatched on orbefore(6).

7 Thursday, November 27,2014 Dealings in Shares on the Stock Exchange expected to commence , November 28, 2014(1)All times refer to Hong Kong local time, except as otherwise stated.(2)If there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning at any time between 9:00 and12:00 noon on Friday, November 21, 2014, the application lists will not open on that day. See the section headed How to Apply forHong Kong Offer Shares Effect of bad weather on the opening of the application lists in this prospectus.(3)You will not be permitted to submit your application through the designated website at after 11:30 on the lastday for submitting applications. If you have already submitted your application and obtained a payment reference number from thedesignated website prior to 11:30 , you will be permitted to continue the application process (by completing payment ofapplication monies) until 12:00 noon on the last day for submitting applications, when the application lists close.

8 (4)Applicants who apply for Hong Kong Offer Shares by givingelectronic application instructionsto HKSCC should refer to thesection headed How to Apply for Hong Kong Offer Shares Applying by Giving Electronic Application Instructions to HKSCCvia CCASS Effect of Giving Electronic Application Instructions to HKSCC via CCASS in this prospectus.(5)The Price Determination Date is expected to be on or around Friday, November 21, 2014 and, in any event, not later thanWednesday, November 26, 2014, or such other date as agreed between parties. If, for any reason, the Offer Price is not agreedbetween the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and our Company by Wednesday,November 26, 2014, or such other date as agreed between parties, the Global Offering will not proceed and will lapse.(6)e-Auto Refund payment instructions/refund cheques will be issued in respect of wholly or partially unsuccessful applications and inrespect of wholly or partially successful applications if the Offer Price is less than the price per Offer Share payable on NOTICE TO PROSPECTIVE INVESTORSThis prospectus is issued by us solely in connection with the Hong Kong Public Offering and the HongKong Offer Shares and does not constitute an offer to sell or a solicitation of an offer to buy any securityother than the Hong Kong Offer Shares offered by this prospectus pursuant to the Hong Kong PublicOffering.

9 This prospectus may not be used for the purpose of making, and does not constitute, an offeror invitation in any other jurisdiction or in any other circumstances. No action has been taken to permita public Offering of the Hong Kong Offer Shares in any jurisdiction other than Hong Kong and noaction has been taken to permit the distribution of this prospectus in any jurisdiction other than HongKong. The distribution of this prospectus for purposes of a public Offering and the Offering and sale ofthe Hong Kong Offer Shares in other jurisdictions are subject to restrictions and may not be madeexcept as permitted under the applicable securities laws of such jurisdictions pursuant to registrationwith or authorization by the relevant securities regulatory authorities or an exemption should rely only on the information contained in this prospectus and the Application Forms tomake your investment decision.

10 The Hong Kong Public Offering is made solely on the basis of theinformation contained and the representations made in this prospectus and the Application Forms. Wehave not authorized anyone to provide you with information that is different from that contained in thisprospectus. Any information or representation not contained or made in this prospectus and theApplication Forms must not be relied on by you as having been authorized by us, the Joint GlobalCoordinators, the Joint Sponsors, the Joint Bookrunners, the Joint Lead Managers, any of theUnderwriters, any of our or their respective directors, officers, employees, agents or representatives ofany of them or any other parties involved in the Global Offering . Information contained on our website,located at , does not form part of this 24 FORWARD-LOOKING 25 RISK 26 INFORMATION ABOUT THIS PROSPECTUS AND THE Global 60 PARTIES INVOLVED IN THE Global 61 CORPORATE 63 INDUSTRY 65 REGULATORY 78BC Global EDUCATION PROGRAM CERTIFICATION AND 95 HISTORY AND CORPORATE 125 DIRECTORS AND SENIOR 167 SUBSTANTIAL 177 CORNERSTONE 179 SHARE 183iiCONTENTSPageFINANCIAL 185 FUTURE PLANS AND USE OF 221 CONTRACTUAL 223 RELATIONSHIP WITH OUR CONTROLLING 243 CONNECTED 245 WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND EXEMPTIONSFROM THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS)