Legendary Education Group Ltd. — Capital/Financing Update 2020

Feb 14, 2020

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.

This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase, or subscribe for securities.

==> picture [75 x 63] intentionally omitted <==

L & A International Holdings Limited 樂亞國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8195)

PROPOSED CAPITAL REORGANISATION

PROPOSED CAPITAL REORGANISATION

The Board proposes to implement the Capital Reorganisation which will involve the following:

• (1) the proposed Capital Reduction whereby the share capital of the Company will be reduced by: (i) the cancellation of HK$0.0399 paid-up capital on each issued Share such that each issued Share shall be treated as one fully paid-up share of HK$0.0001 each in the capital of the Company; and (ii) the reduction of the par value of each and every unissued Share from HK$0.04 to HK$0.0001;

• (2) the proposed Share Premium Cancellation whereby upon the Capital Reduction becoming effective, the entire amount standing to the credit of the share premium account of the Company will be cancelled;

• (3) the credit arising from the Capital Reduction and Share Premium Cancellation will be applied towards offsetting the accumulated deficit of the Company as at the effective date of the Capital Reduction, thereby reducing the accumulated deficit of the Company. The balance of credit (if any) will be transferred to a distributable reserve account of the Company and be applied for such purposes as permitted by all applicable laws and the memorandum and articles of association of the Company and as the Board considers appropriate; and

• 1 -

• (4) immediately following the Capital Reduction, the proposed Authorised Share Capital Increase whereby the authorised share capital of the Company will be increased from HK$1,250,000 divided into 12,500,000,000 New Shares of par value of HK$0.0001 each to HK$500,000,000 divided into 5,000,000,000,000 New Shares of par value of HK$0.0001 each, by the creation of 4,987,500,000,000 additional New Shares of par value of HK$0.0001 each.

GENERAL

An EGM will be held for the purpose of considering and, if thought fit approving, among other things, the Capital Reorganisation.

The circular containing, inter alia, (i) further details of the Capital Reorganisation; and (ii) a notice convening the EGM will be despatched to the Shareholders on or before Friday, 28 February 2020.

WARNING

Shareholders and potential investors should note that the Capital Reorganisation is conditional upon satisfaction of conditions precedent set out in the paragraph headed “Conditions of the Capital Reorganisation” below. Therefore, the Capital Reorganisation may or may not proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

PROPOSED CAPITAL REORGANISATION

The Board proposes to implement the Capital Reorganisation which will involve the following:

• (1) the proposed Capital Reduction whereby the share capital of the Company will be reduced by: (i) the cancellation of HK$0.0399 paid-up capital on each issued Share such that each issued Share shall be treated as one fully paid-up share of HK$0.0001 each in the capital of the Company; and (ii) the reduction of the par value of each and every unissued Share from HK$0.04 to HK$0.0001;

• (2) the proposed Share Premium Cancellation whereby upon the Capital Reduction becoming effective, the entire amount standing to the credit of the share premium account of the Company will be cancelled;

• 2 -

• (3) the credit arising from the Capital Reduction and Share Premium Cancellation will be applied towards offsetting the accumulated deficit of the Company as at the effective date of the Capital Reduction, thereby reducing the accumulated deficit of the Company. The balance of credit (if any) will be transferred to a distributable reserve account of the Company and be applied for such purposes as permitted by all applicable laws and the memorandum and articles of association of the Company and as the Board considers appropriate; and

• (4) immediately following the Capital Reduction, the proposed Authorised Share Capital Increase whereby the authorised share capital of the Company will be increased from HK$1,250,000 divided into 12,500,000,000 New Shares of par value of HK$0.0001 each to HK$500,000,000 divided into 5,000,000,000,000 New Shares of par value of HK$0.0001 each, by the creation of 4,987,500,000,000 additional New Shares of par value of HK$0.0001 each.

Effect of the Capital Reorganisation

Assuming there will be no change in the issued share capital of the Company from the date of this announcement up to the effective date of the Capital Reorganisation, the share capital structure of the Company will be as follows:

Immediately after the As at the date of Capital Reorganisation this announcement becoming effective Par value HK$0.04 per Share HK$0.0001 per New Share Authorised share capital HK$500,000,000 divided into HK$500,000,000 divided into 12,500,000,000 Shares 5,000,000,000,000 New Shares Number of issued shares 1,280,000,000 Shares 1,280,000,000 New Shares Amount of the issued share capital HK$51,200,000 HK$128,000 Number of unissued shares 11,220,000,000 Shares 4,998,720,000,000 New Shares Amount of unissued share capital HK$448,800,000 HK$499,872,000

• 3 -

According to the annual report of the Company for the year ended 31 March 2019 (the “ Annual Report ”), the share premium account of the Company amounted to approximately HK$618.1 million. Based on the number of Shares in issue as at the date of this announcement, as a result of the Capital Reduction, a credit of approximately HK$51.1 million will arise in the books of the Company. The credit arising from the Capital Reduction and Share Premium Cancellation will be applied to set-off the accumulated deficit of the Company as at the effective date of the Capital Reorganisation. The balance of credit (if any) will be transferred to a distributable reserve account of the Company and be applied for such purposes as permitted by all applicable laws and the memorandum and articles of association of the Company and as the Board considers appropriate. According to the Annual Report, the total accumulated deficit of the Company was approximately HK$666.6 million as at 31 March 2019.

All New Shares in issue will rank pari passu in all respects with each other.

Save for the application of the credit arising from the Capital Reduction and Share Premium Cancellation towards offsetting the accumulated deficit of the Company and expenses to be incurred in relation to the Capital Reorganisation, the Directors consider that the Capital Reorganisation will have no effect on the underlying assets, business operations, management or financial position of the Company or the proportional interests of the Shareholders.

The Company has no outstanding share options, warrants and convertible securities as at the date of this announcement.

Conditions of the Capital Reorganisation

The Capital Reorganisation is conditional upon the:

• (i) passing of the necessary resolution(s) to approve the Capital Reorganisation by the Shareholders by way of poll at the EGM;

• (ii) approval of the Capital Reduction by the Court;

• (iii) compliance with any conditions which the Court may impose in relation to the Capital Reduction;

• (iv) registration by the Registrars of Companies in the Cayman Islands of the order of the Court confirming the Capital Reduction and the minutes approved by the Court containing the particulars required under the Companies Law with respect to the Capital Reduction;

• (v) Listing Committee granting the approval for the listing of, and the permission to deal in, the New Shares upon the Capital Reorganisation becoming effective; and

• (vi) the compliance with all relevant procedures and requirements under Cayman Islands Law (if applicable) and the GEM Listing Rules to effect the Capital Reorganisation.

• 4 -

The Capital Reorganisation will become effective when the conditions mentioned above are fulfilled. Upon the approval by the Shareholders of the Capital Reorganisation at the EGM, the legal advisors to the Company (as to the Cayman Islands Law) will apply to the Court for hearing date(s) to confirm the Capital Reduction and further announcement(s) (if any) will be made to inform the Shareholders of the progress of the matter as and when appropriate.

Reasons for the Capital Reorganisation

The credit arising from the Capital Reduction and Share Premium Cancellation will be applied towards offsetting the accumulated deficit of the Company as at the effective date of the Capital Reorganisation, hence, allowing greater flexibility for the Company to pay dividends in the future.

As such, the Board is of the view that the Capital Reorganisation is beneficial to and in the interests of the Company and Shareholders as a whole.

Application for listing of the New Shares

Application will be made to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation.

No part of the share capital of the Company is listed or dealt in, and no listing or permission to deal is being or is proposed to be sought, on any other stock exchange other than the Stock Exchange. Subject to the granting of the listing of, and permission to deal in, the New Shares on the Stock Exchange, the New Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the New Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

• 5 -

Free exchange of certificates for New Shares and trading arrangement

Subject to the Capital Reorganisation becoming effective, Shareholders may, during the period from Friday, 19 June 2020 to Wednesday, 29 July 2020 (both days inclusive), submit share certificates for the Shares to the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, to exchange, at the expense of the Company, for new certificates of the New Shares. Thereafter, each existing share certificate will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be from time to time be specified by the Stock Exchange) for each new share certificate issued for the New Shares or each existing share certificate submitted for cancellation, whichever the number of certificates issued or cancelled is higher. With effect from Thursday, 30 July 2020, trading will only be in New Shares in the form of new share certificates, and the existing share certificates will cease to be valid for delivery, trading and settlement purpose, but they will continue to be good evidence of legal title and may be exchanged for new share certificates for the New Shares.

The new share certificates for the New Shares will be issued in green colour in order to distinguish them from existing share certificates for the existing Shares which are in blue colour.

EXPECTED TIMETABLE

Subject to the conditions (as disclosed in the paragraph headed “Conditions of the Capital Reorganisation”) being fulfilled, the Capital Reorganisation will become effective after the Court’s approval and registration of the order of the Court confirming the Capital Reduction and the minutes approved by the Court containing the particulars required under the Companies Law with respect to the Capital Reduction, which is expected to take approximately three months from the date of the EGM.

The expected timetable for the Capital Reorganisation is set out below:

Event

Date

Expected date of despatch of the circular and the notice of the EGM Latest date and time for lodging transfer of Shares in order to be qualified for attendance and voting at the EGM

Friday, 28 February 2020

4:00 p.m. on Tuesday, 17 March 2020

Closure of register of members of the Company for transfer of Shares to determine the right to attend and vote at the EGM (both days inclusive)

Wednesday, 18 March 2020 to Monday, 23 March 2020

Latest time for return of proxy form of the EGM (not less than 48 hours prior to time of the EGM)

11:00 a.m. on Saturday, 21 March 2020

• 6 -

Event

Date

Record date for attendance and voting at the EGM Monday, 23 March 2020 Expected date and time of the EGM 11:00 a.m. on Monday, 23 March 2020 Announcement of results of the EGM Monday, 23 March 2020

The following events are conditional on the poll results of the EGM, and the timetable/availability of and compliance with any requirements imposed by the Court. The dates are therefore tentative.

Effective date of the Capital Reorganisation Friday, 19 June 2020 First day for the free exchange of existing share Friday, 19 June 2020 certificates of Shares into new share certificates of New Shares

Commencement of dealings in the New Shares

Last day of free exchange of existing share certificates for new share certificates for the New Shares

9:00 a.m. on Friday, 19 June 2020 Wednesday, 29 July 2020

Notes:

• (1) All times and dates in this announcement refer to Hong Kong local times and dates.

• (2) Dates or deadlines specified in this announcement are indicative only. Any changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

GENERAL

An EGM will be held for the purpose of considering and, if thought fit approving, among other things, the Capital Reorganisation. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as no Shareholders have a material interest in the Capital Reorganisation, no Shareholders are required to abstain from voting on the resolution in relation to the Capital Reorganisation to be proposed at the EGM.

The circular containing, inter alias, (i) further details of the Capital Reorganisation; and (ii) a notice convening the EGM will be despatched by the Company to the Shareholders on or before Friday, 28 February 2020.

• 7 -

DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions shall have the following meanings ascribed to them respectively:

“Authorised Share Capital Increase” the increase of the authorised share capital of the Company (immediately after the Capital Reduction) from HK$1,250,000 divided into 12,500,000,000 New Shares of par value of HK$0.0001 each to HK$500,000,000 divided into 5,000,000,000,000 New Shares of par value of HK$0.0001 each, by the creation of 4,987,500,000,000 additional New Shares of par value of HK$0.0001 each

• “Board” the board of Directors

“Capital Reduction” the reduction of the share capital of the Company by: (i) the cancellation of HK$0.0399 paid-up capital on each issued Share such that each issued Share shall be treated as one fully paid-up share of HK$0.0001 each in the capital of the Company; and (ii) the reduction of the par value of each and every unissued Share from HK$0.04 to HK$0.0001

“Capital Reorganisation” the proposed reorganisation of the share capital of the Company involving the Capital Reduction, the Share Premium Cancellation and the Authorised Share Capital Increase

• “CCASS” the Central Clearing and Settlement System established and operated by HKSCC

• “Companies Law” the Companies Law (2020 Revision) of the Cayman Islands, as amended or modified from time to time

• “Company” L & A International Holdings Limited 樂亞國際控股有限公 司, a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on GEM (Stock Code: 8195)

• “Court” The Grand Court of the Cayman Islands

• “Director(s)” director(s) of the Company

• 8 -

“EGM”	the extraordinary general meeting of the Company to be convened
	and held for the Shareholders to consider and approve, among
	other things, the Capital Reorganisation and the transactions
	contemplated thereunder
“GEM”	GEM of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“HK$”	Hong Kong Dollars, the lawful currency of Hong Kong
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Listing Committee”	has the meaning ascribed thereto under the GEM Listing Rules
“New Share(s)”	ordinary share(s) of HK$0.0001 each in the capital of the
	Company upon the Capital Reorganisation becoming effective
“Share(s)”	ordinary share(s) of HK$0.04 each in the share capital of
	the Company as at the date hereof and before the Capital
	Reorganisation becoming effective
“Shareholder(s)”	holder(s) of the Share(s) or New Share(s) (as the case may be)
“Share Premium Cancellation”	the proposed cancellation of the entire amount standing to the
	credit of the share premium account of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent.
	By Order of the Board
	L & A International Holdings Limited
	Yuen Yu Sum
	Executive Director

Hong Kong, 14 February 2020

• 9 -

As at the date of this announcement, the Board comprises three executive Directors, namely, Mr. Lau Chun Kavan, Ms. Wang Tsz Yue and Mr. Yuen Yu Sum and three independent non-executive Directors, namely, Mr. Chan Pak Qiu, Mr. Chan Kim Fai Eddie and Mr. Ng Chi Ho Dennis.

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.lna.com.hk.

• 10 -