Legendary Education Group Ltd. — M&A Activity 2016

Mar 15, 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.

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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)

INSIDE INFORMATION

MEMORANDUM OF UNDERSTANDING IN RELATION TO A PROPOSED TRANSACTION

This announcement is made by the board (the ‘‘Board’’) of directors (the ‘‘Directors’’) of L & A International Holdings Limited (the ‘‘Company’’) pursuant to Rule 17.10(2)(a) of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the ‘‘GEM Listing Rules’’) and the Inside Information Provisions (as defined under the GEM Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

The Board is pleased to announce that after trading hours on 15 March 2016, the Company has entered into a memorandum of understanding (the ‘‘MOU’’) with The9 Limited, Shanghai Oriental Pearl Culture Development Co., Ltd, Jun Zhu, Kwok Ho Lai, Jia Li, Weina Chi and Wei Ji (collectively referred to as the ‘‘Participating Shareholders’’) of Red 5 Studios, Inc. (the ‘‘Target Company’’), being an online game developer based in the United States of America. The Participating Shareholders are independent third parties of the Company and its connected persons (as defined under the GEM Listing Rules).

Pursuant the MOU:

• (i) the Company will acquire and the Participating Shareholders will sell, 75,748,262 shares of the Target Company (the ‘‘Red 5 Shares’’) equivalent to 45% of the total number of outstanding shares of the Target Company (the ‘‘Proposed Transaction’’);

• (ii) the consideration for the Proposed Transaction will be approximately USD76.5 million, which (a) will be subject to adjustments by not more than 15% based on the result of the due diligence exercises to be conducted by the Company on the Target Company and by the Participating Shareholders on the Company and (b) will form the purchase consideration, if the parties sign a definitive agreement (the ‘‘Definitive Agreement’’) in respect of the Proposed Transaction; and

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• (iii) the Company will settle the above consideration by the allotment and issue of new shares of the Company. The Participating Shareholders will not, directly or indirectly, for a period of 90 days from the date of the MOU (i) solicit, initiate or encourage inquiries or offers from, or (ii) initiate or continue negotiations or discussions with or furnish any information to, or (iii) enter into any agreement or statement of intent or understanding with, any person or entity (other than the Company or its affiliates) with respect to the sale or other disposition of the Red 5 Shares or any part thereof (the ‘‘Exclusivity’’).

Save for certain provisions relating to the Exclusivity, confidentiality, expenses, governing law, dispute resolution and that set out in paragraph (i) above, other terms of the MOU do not constitute legally-binding commitment in respect of the Proposed Transaction. The Company is seeking to explore opportunities of participating in the online gaming industry and intends to discuss with the Participating Shareholders for the possibility of investing in the Target Company.

As at the date of announcement, no definitive or legally binding agreement has been entered into by the Company in relation to the Proposed Transaction. The Proposed Transaction will be subject to the execution of the Definitive Agreement. The Proposed Transaction, if materialised, may constitute a notifiable transaction and the Company will comply with the applicable requirements under the GEM Listing Rules accordingly and make further announcement(s) in this regard as and when appropriate.

As the Proposed Transaction may or may not proceed, shareholders and potential investors of the Company should exercise caution when dealing in the shares of the Company.

By order of the Board

L&A International Holdings Limited Yang Si Kit Kenny Chairman and Executive Director

Hong Kong, 15 March 2016

As at the date of this announcement, the Board comprises three executive Directors, namely, Mr. Yang Si Kit Kenny, Mr. Yang Si Hang, and Mr. Ng Ka Ho, one non-executive Director, namely, Mr. Wong Chiu Po and three independent non-executive Directors, namely, Ms. Cheung Marn Kay, Mr. Chan Ming Sun Jonathan and Mr. Kwong Lun Kei Victor.

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.

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