Legendary Education Group Ltd. — M&A Activity 2020

Aug 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.

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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)

MEMORANDUM OF UNDERSTANDING IN RELATION TO A POSSIBLE ACQUISITION

This announcement is made by L & A International Holdings Limited pursuant to Rule 17.10 of the GEM Listing Rules and the Inside Information Provisions (as defined under the GEM Listing Rules) under Part XIVA of the SFO.

The Board is pleased to announce that on 14 August 2020 (after trading hours), the Purchaser and the Vendor entered into the MOU in relation to the possible acquisition of 70% of the issued share capital of the Target Company.

Subject to the satisfaction of due diligence result on the Target Group, the Purchaser will consider further negotiation with the Vendor on the Possible Acquisition. The Target Company is owned as to 70% by the Vendor and as to 30% by the Purchaser. As at the date of this announcement, the Vendor, Mr. Yuen Yu Sum, is an executive Director and a connected person of the Company.

The Target Group is principally engaged in provision of financial quotient and investment experiencesharing seminars which mainly cover (i) property investment; (ii) securities investment; and (iii) financial quotient in Hong Kong. The seminars being held by the Target Group aim at enhancing the knowledge of the customers in the areas of finance and investment, as well as sharing different ways for the customers to fulfil their financial needs.

The Purchaser has acquired 30% of the issued capital of the Target Company in October 2019 and has become an associated company of the Group for almost a year. In view of the proven profit-making record of the Target Group over the past three years, the Directors are optimistic towards the prospect of the Target Group. The Directors believe that the Possible Acquisition shall provide opportunity to the Company in obtaining full control over the Target Group and broadening the revenue base of the Group.

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The MOU does not create legally binding obligations on the parties in relation to the Possible Acquisition but is legally binding as to the exclusive negotiation period which commences from the date of the MOU to the Long Stop Date, within the period the Purchaser has the exclusive right to negotiate with the Vendor on the Possible Acquisition. The Possible Acquisition is subject to the negotiation and entering into of the Definitive Agreement.

The MOU shall remain in effect during the period commencing from the date of the MOU to the Long Stop Date (or such longer period as the parties may mutually agree in writing) unless the Purchaser gives written notice to the Vendor of its intention to abandon further negotiations, or until superseded by the execution of the Definitive Agreement.

The MOU is not legally binding with regard to the Possible Acquisition. The terms and consideration for the Possible Acquisition will be subject to further negotiation between the Purchaser and the Vendor, it may or may not proceed. The Possible Acquisition, if materialized, may constitute a notifiable and connected transaction for the Company under the GEM Listing Rules. The Company will make further announcement(s) as and when appropriate and comply with all other applicable requirements under the GEM Listing Rules. As the Possible Acquisition may or may not be materialized, Shareholders and investors are advised to exercise caution when dealing in the Shares.

DEFINITIONS

In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:

• “Board” the board of Directors “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)

• “connected person(s)” has the meaning ascribed thereto under the GEM Listing Rules “Definitive Agreement” the formal agreement to be entered into between the Purchaser and the Vendor in relation to the Possible Acquisition

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

• “GEM” the GEM of the Stock Exchange

• “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM

• “Group” the Company and its subsidiaries

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

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“Long Stop Date”

• “Long Stop Date” three (3) months after the date of the MOU (or such later date as the Vendor and the Purchaser may agree in writing)

• “MOU” the memorandum of understanding dated 14 August 2020 entered into between the Purchaser and the Vendor in relation to the Possible Acquisition

• “Possible Acquisition” the possible acquisition of 70% of the issued share capital in the Target Company by the Purchaser from the Vendor as contemplated under the MOU

• “Purchaser” Able Glorious Limited, a company incorporated in the British Virgin Islands with limited liability, a direct wholly-owned subsidiary of the Company

• “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)” ordinary share(s) with par value of HK$0.04 each in the share capital of the Company

• “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Target Company” Prestige Concord Limited, a company incorporated in the British Virgin Islands with limited liability, which is owned as to 70% by the Vendor and as to 30% by the Purchaser

• “Target Group” the Target Company and its subsidiary(ies) “Vendor” Mr. Yuen Yu Sum, being the vendor of the Sale Shares “%” per cent By order of the Board

• L & A International Holdings Limited Wang Tsz Yue

• Executive Director

Hong Kong, 14 August 2020

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As at the date of this announcement, the Board comprises four executive Directors, namely, Mr. Lau Chun Kavan, Ms. Wang Tsz Yue, Mr. Yuen Yu Sum and Mr. Chan Lap Jin Kevin 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.

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