Legendary Education Group Ltd. — M&A Activity 2016

Dec 16, 2016

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 is for information purposes only and does not constitute any invitation or offer to acquire, purchase, subscribe or otherwise deal in the securities of QPL International Holdings Limited or of L&A International Holdings Limited. This announcement is not for release, publication or distribution into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

QPL INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability) (Stock Code: 243)

ANNOUNCEMENT

DESPATCH OF THE OFFER DOCUMENT IN RELATION TO VOLUNTARY CONDITIONAL SHARE EXCHANGE OFFERS BY

QPL INTERNATIONAL HOLDINGS LIMITED TO ACQUIRE ALL OF THE ISSUED SHARES OF L&A INTERNATIONAL HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED BY QPL INTERNATIONAL HOLDINGS LIMITED AND PARTIES ACTING IN CONCERT WITH IT) IN EXCHANGE FOR NEW SHARES TO BE ISSUED BY QPL INTERNATIONAL HOLDINGS LIMITED AND TO CANCEL ALL OF THE OUTSTANDING OPTIONS OF L&A INTERNATIONAL HOLDINGS LIMITED

References are made to (i) the announcement of QPL International Holdings Limited (the “ Company ” or “ QPL ”) dated 14 October 2016 in relation to, inter alia, the Offers; (ii) the announcement of the Company dated 4 November 2016 in relation to, among other things, the delay in despatch of the offer document in respect of the Offers; and (iii) the offer document issued by the Company dated 16 December 2016 in relation to, inter alia, the Offers (the “ Offer Document ”). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Offer Document.

DESPATCH OF THE OFFER DOCUMENT

The Offer Document containing, among other things, (i) the expected timetable in respect of the Offers; and (ii) a letter from the Offeror, together with the Form(s) of Acceptance, have been despatched to the L&A Independent Shareholders and L&A Optionholders on Friday, 16 December 2016 in accordance with the Takeovers Code.

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EXPECTED TIMETABLE

Set out below is the expected timetable of the Offers as extracted from the Offer Document. The timetable set out below is indicative and may be subject to change. Any changes to the timetable will be announced by QPL.

Despatch date of the Offer Document and

the accompanying Form(s) of Acceptance . . . . . . . . . . . . Friday, 16 December 2016

Opening date of the Offers (Note 1) . . . . . . . . . . . . . . . . . . . Friday, 16 December 2016

Latest date for the posting of the

Offeree Document (Note 2) . . . . . . . . . . . . . . . . . . . . . . . Friday, 30 December 2016 First Closing Date (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 13 January 2017

Latest time and date for acceptance of the Offers

on the First Closing Date (Note 3) . . . . . . . . . . . . . . . . . . . . by 4:00 p.m. on Friday, 13 January 2017

Announcement of the results of the Offers and the level of

acceptance as at the First Closing Date (or its extension or revision, if any), to be posted on the website of the Stock Exchange (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . by 7:00 p.m. on Friday, 13 January 2017

Latest date of posting of share certificates of QPL Shares

in respect of valid acceptances received by the First Closing Date under the Offers, assuming that the Offers become or are declared unconditional on the First Closing Date (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 24 January 2017

Latest time and date for the Offers remaining open for acceptance assuming that the Offers become or are declared unconditional in all respects

on the First Closing Date (Note 3) . . . . . . . . . . . . . . . . . . . . by 4:00 p.m. on Friday, 27 January 2017

Long Stop Date being the latest time and date by which the Offers can be declared unconditional

as to acceptance (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . by 7:00 p.m. on Tuesday, 14 February 2017

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Notes:

1. The Offers are made on 16 December 2016, being the date of posting of the Offer Document, and are capable of acceptance on and from that date until the close of the Offer Period. The Offers are conditional on the conditions set out in the paragraph headed “Conditions to the Offers” in the Offer Document. Acceptances of the Offers shall be irrevocable and not capable of being withdrawn, except in the circumstances set out in Rule 17 and Rule 19.2 of the Takeovers Code.

2. In accordance with the Takeovers Code, L&A is required to post the Offeree Document to the L&A Independent Shareholders and the L&A Optionholders within 14 days from the posting of the Offer Document, unless the Executive consents to a later date and QPL agrees to extend the First Closing Date by the number of days in respect of which the delay in the posting of the Offeree Document is agreed.

3. In accordance with the Takeovers Code, where the Offeree Document is posted after the date on which the Offer Document is posted, the Offers must remain open for acceptance for at least 28 days following the date on which the Offer Document was posted. The latest time and date for acceptance will be at 4:00 p.m. on Friday, 13 January 2017 unless QPL revises or extends the Offers in accordance with the Takeovers Code. QPL has the right under the Takeovers Code to extend the Offers until such date as it may determine in accordance with the Takeovers Code (or as permitted by the Executive in accordance with the Takeovers Code). QPL will issue an announcement through the websites of the Stock Exchange and QPL by no later than 7:00 p.m. on Friday, 13 January 2017 stating whether the Offers have been extended, revised or have expired. In any announcement of extension of the Offers, the next Closing Date must be stated. In accordance with the Takeovers Code, where the Offers become or are declared unconditional (whether as to acceptances or in all respects), they should remain open for acceptance for not less than 14 days thereafter. In such case, at least 14 days’ notice by way of an announcement will be given before the Offers are closed to those L&A Independent Shareholders and L&A Optionholders who have not accepted the Offers.

4. Share certificates of the QPL Shares in respect of the consideration for the L&A Shares or, as the case may be, the L&A Options tendered under the Offers will be posted to those L&A Independent Shareholders and L&A Optionholders accepting the Offers as soon as possible, but in any event within seven (7) Business Days following the later of the date of receipt by the Registrar of all the relevant documents to render the acceptance under the Offers complete and valid, and the date on which the Offers become or are declared unconditional in all respects.

5. In accordance with the Takeovers Code, except with the consent of the Executive, the Offers may not become or be declared unconditional as to acceptances after 7:00 p.m. on the 60th day after the day the Offer Document was posted. Where a period laid down in the Takeovers Code ends on a day which is not a Business Day, the period is extended until the next Business Day. Accordingly, unless the Offers have previously become or are declared unconditional as to acceptances, the Offers will lapse after 7:00 p.m. on Tuesday, 14 February 2017, unless extended with the consent of the Executive.

All references to dates and time contained in this announcement refer to Hong Kong dates and time.

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IMPORTANT

L&A Independent Shareholders and L&A Optionholders are strongly advised to read the Offer Document and the Offeree Document carefully before deciding whether or not to accept the Offers.

The Offers are subject to the satisfaction or waiver (where applicable) of the Conditions of the Offers. Accordingly, the Offers may or may not become unconditional. Shareholders and potential investors of QPL and/or L&A should exercise caution when dealing in QPL Shares and/or L&A Shares. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

The respective associates (including a person who owns or controls 5% or more of any class of relevant securities of L&A or QPL) of L&A or QPL are reminded to disclose their dealings in the securities of L&A or QPL in accordance with Rule 22 of the Takeovers Code.

By order of the board of QPL International Holdings Limited Li Tung Lok Executive Chairman and Chief Executive

Hong Kong, 16 December 2016

The directors of QPL jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable inquiries, that, to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and that there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.

As at the date of this announcement, the board of directors comprises four executive directors, namely Mr. Li Tung Lok (Executive Chairman and Chief Executive), Mr. Phen Hoi Ping, Patrick, Mr. Wong Ka Lok, Andrew and Ms. Tung Siu Ching, one nonexecutive director, namely Mr. Wong Wai Man and three independent non-executive directors, namely Ms. Chung Hoi Yan, Mr. Yau Chi Hang and Mr. Chu Chun On, Franco.

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