Legendary Education Group Ltd. — Board/Management Information 2021

Dec 7, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) 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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LEGENDARY GROUP LIMITED 創天傳承集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8195)

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR; CHANGE OF COMPOSITION OF COMMITTEES OF THE BOARD; CLARIFICATION ON RESIGNATION OF EXECUTIVE DIRECTOR; AND CONTINUED SUSPENSION OF TRADING

The Board announces the following changes with effect from 7 December 2021:

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Leung has been appointed as an independent non-executive Director and a member of the Investigation Committee.

CHANGE OF COMPOSITION OF COMMITTEES OF THE BOARD

Mr. Law Wing Chung, a non-executive Director, has been re-designated to be a member of the Nomination Committee and the Remuneration Committee.

CLARIFICATION ON RESIGNATION OF EXECUTIVE DIRECTOR

Clarification on the announcement of the Company dated 27 October 2021, in relation to the resignation of Mr. Lau as an executive Director, is set out below.

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APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board (the “ Board ”) of directors (the “ Director(s) ”) of Legendary Group Limited (the “ Company ”, and together with its subsidiaries, the “ Group ”) is pleased to announce the appointment of Mr. Leung Kai Cheong Kenneth (“ Mr. Leung ”) as an independent non-executive Director with effect from 7 December 2021.

Reference is made to the announcement of the Company dated 26 November 2021, in relation to formation of the investigation committee of the Board (the “ Investigation Committee ”) for among other things, investigating and reporting on various matters and events concerning the allegations as raised in the winding up petition. With effect from 7 December 2021, Mr. Leung will also be appointed as a member of the Investigation Committee.

The biographical details of Mr. Leung are as follows:

Mr. Leung, aged 59, obtained a professional diploma in accountancy from The Hong Kong Polytechnic University in 1984, a degree of bachelor of science (economics) and a degree of master of laws in The London School of Economics and Political Science in August 1987 and November 1992 respectively. Mr. Leung was admitted as a solicitor to the High Court of the Hong Kong Special Administrative Region of the People’s Republic of China (“ HKSAR ”) in November 1997 and holds a current practising certificate with the Law Society of Hong Kong. He was admitted as a solicitor of the Supreme Court of England and Wales in May 2000.

Mr. Leung is a fellow member of the Hong Kong Institute of Certified Public Accountants and the Taxation Institute of Hong Kong, a member of The Institute of Chartered Accountants in England and Wales, and an associate of the Chartered Institute of Taxation in the United Kingdom.

Mr. Leung has over 30 years of experience in the finance and law, particularly in taxation, pensions, reward schemes and employment. He is currently a senior consultant of an international solicitors’ firm in Hong Kong and a member of the Trade and Industry Advisory Board of the Government of HKSAR.

Mr. Leung was a former member of the Legislative Council of HKSAR (accountancy functional constituency) from 2012 to 2020. As a former member of the Legislative Council, he held various positions including acting as a chairman/deputy chairman of the Panel on Financial Affairs, Public Accounts Committee and Committee on Rules of Procedure. He also had several other appointments, including acting as a chairman of HKSAR Government Appeal Tribunal Panel (Buildings) and being a member of: (i) the Estate Agents Authority; (ii) the Board of Review (Inland Revenue Ordinance); (iii) Mandatory Provident Fund Schemes Advisory Committee; (iv) The Hong Kong Housing Authority; and (v) Independent Police Complaints Council.

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Mr. Leung is a director of Professionals Guild Limited (“ PGL ”), a company limited by guarantee incorporated in Hong Kong, which was a non-profit making policy think tank engaged in civic education and the promotion of Basic Law. PGL has ceased its business on 31 December 2020 and become defunct. An application has been made for de-registration under section 751 of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) to the Companies Registry on 18 October 2021. A notice of the proposed de-registration was published in the Gazette on 12 November 2021. Such application is expected to be completed by March 2022. Mr. Leung confirms that PGL had ceased business and become defunct and is solvent as at the date of this announcement.

Mr. Leung has entered into a service contract with the Company for an initial fixed term of one year with effect from 7 December 2021. He is entitled to a director’s fee of HK$20,000 per month, which represents the entirety of the monthly remuneration payable to him by the Group. The remuneration of Mr. Leung was determined with reference to the prevailing market conditions, his role and responsibilities within the Group. Such remuneration has been approved by the Board and the remuneration committee of the Board (the “ Remuneration Committee ”) and will be reviewed by the Board and the Remuneration Committee on an annual basis.

Save as disclosed above, as at the date of this announcement, Mr. Leung (i) does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “ SFO ”); (ii) does not have any relationship with any other Directors, supervisors, senior management, substantial shareholders or controlling shareholders (having the meaning ascribed to them in the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the “ GEM Listing Rules ”)) of the Company nor any position in the Company or any of its subsidiaries; (iii) has not held any other major appointments and professional qualifications or directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

Save as disclosed above, there is no further information required to be disclosed pursuant to the requirements of Rule 17.50 (2)(h) to (v) of the GEM Listing Rules and there are no other matters relating to the appointment of Mr. Leung that need to be brought to the attention of the Stock Exchange or the shareholders of the Company.

The Board would like to express its warmest welcome to Mr. Leung in joining the Company.

CHANGE OF COMPOSITION OF COMMITTEES OF THE BOARD

The Board further announces that, with effect from 7 December 2021, Mr. Law Wing Chung, a nonexecutive Director, has been re-designated to be a member of the nomination committee of the Board (the “ Nomination Committee ”) and the Remuneration Committee.

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CLARIFICATION ON RESIGNATION OF EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 27 October 2021, in relation to the resignation of Mr. Lau Chun Kavan (“ Mr. Lau ”) as an executive Director. The Board wishes to clarify that Mr. Lau also ceased to be a member of the Nomination Committee and the Remuneration Committee upon his resignation as an executive Director.

CONTINUED SUSPENSION OF TRADING

Trading in the shares of the Company on the Stock Exchange has been suspended with effect from 9:00 a.m. on 19 October 2021, and will remain suspended until further notice.

By order of the Board Legendary Group Limited Yuen Yu Sum Chairman and executive Director

Hong Kong, 7 December 2021

As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. Yuen Yu Sum (Chairman) and Mr. Chan Lap Jin Kevin; one non-executive Director, namely, Mr. Law Wing Chung; and five independent non-executive Directors, namely, Mr. Chung Chin Kwan, Mr. Chan Kim Fai Eddie, Mr. Ng Chi Ho Dennis, Mr. Chung Kwok Pan and Mr. Leung Kai Cheong Kenneth.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the “Latest Company Announcements” page of the GEM website at http://www.hkgem.com for at least 7 days from the date of its posting and on the website of the Company at http://www.legendarygp.com.

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