Legendary Education Group Ltd. — Proxy Solicitation & Information Statement 2015

Jul 14, 2015

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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)

REVISED PROXY FORM FOR THE ANNUAL GENERAL MEETING ON 30 JULY 2015 (THE ‘‘AGM’’)

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	r proxy to attend the AGM (and at any adjournment thereof) to be held a , Hong Kong at 11:00 a.m. on Thursday, 30 July 2015 and to vote for m		t Flat 1, Block C, 11/F, Hong Kong Spinner Industrial Building, Phase 5, 762 Cheung Sha Wan Road, e/us and in my/our name(s) as indicated below (Note 4).
	Ordinary Resolutions (Note		5)	FOR (Note 4)	AGAINST (Note 4)
1.	To receive, consider and adopt the audited consolidated financial statem of the directors of the Company (the ‘‘Directors’’) and the auditors of t		ents of the Company and its subsidiaries and the reports he Company for the year ended 31 March 2015.
2.	To re-appoint Messrs. Deloitte Touche Tohmatsu as auditors of the Company and to authorise the board of Directors to fix their remuneration.
3.	(a) To re-elect Mr. Yang Si Kit Kenny as an executive Director and the board of Directors be authorised to fix his Director’s remuneration.
	(b) To re-elect Mr. Ng Ka Ho as an executive Director and the board of Directors be authorised to fix his Director’s remuneration.
	(c) To re-elect Ms. Rubby Chau as a non-executive Director and the board of Directors be authorised to fix her Director’s remuneration.
	(d) To re-elect Mr. Chan Chi Keung Alan as an independent non-executive Director and the board of Directors be authorised to fix his Director’s remuneration.
	(e) To re-elect Ms. Cheung Man Kay as an independent non-executive Director and the board of Directors be authorised to fix her Director’s remuneration.
	(f) To re-elect Mr. Chan Ming Sun Jonathan as an independent non-executive Director and the board of Directors be authorised to fix his Director’s remuneration.
	(g) To authorize the board of Directors to fix the remunerations of the Directors.
4.	To grant a general mandate to the Directors to allot, issue and deal with additional shares not exceeding 20% of the total number of issued shares of the Company as at the date of passing this resolution (‘‘Issue Mandate’’).
5.	To grant a general mandate to the Directors to repurchase shares not exceeding 10% of the total number of issued shares of the Company as at the date of passing this resolution (‘‘Repurchase Mandate’’).
6.	To extend, conditional upon the above resolutions nos. 4 and 5 being duly passed, the Issue Mandate by adding the number of issued share capital of the Company repurchased under Repurchase Mandate.
Dated thi Notes: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. IMPORT JUNE 201	s day of Please insert full name(s) and address in BLO Please insert the number of ordinary shares of the Shares registered in your name(s). If any proxy other than the Chairman of the A name is inserted, the Chairman of the AGM w SIGN(S) IT. PLEASE INDICATE WITH a ‘‘P’’ in the a such indication, the proxy will be entitled to v AGM other than that referred to in the notice o The description of the resolutions is by way o 2015 respectively. This revised form of proxy must be signed by officer or attorney duly authorised. In the case of joint holders, the vote of the sen this purpose, seniority is determined by the ord To be valid, this revised form of proxy, toge Company’s branch share registrar and transfer time appointed for holding the AGM and any a Any member entitled to attend and vote at the Company but must attend the meeting in perso Completion and delivery of this revised form o instrument appointing a proxy shall be deemed Shareholders of the Company (the ‘‘Sharehold ANT: A SHAREHOLDER OF THE COMPA 5 (THE ‘‘ORIGINAL PROXY FORM’’) SH	2015 Signature(s) (Note 5): CK CAPITALS. The name of all joint holders should be stated. HK$0.01 each of the Company (‘‘Shares’’) registered in your name(s). If no number is inserted, this GM is preferred, strike out the words ‘‘the Chairman of the AGM or’’ and insert the name and addr ill act as your proxy. ANY ALTERATION MADE TO THIS REVISED FORM OF PROXY MU ppropriate space beside each item how you wish the proxy to vote on your behalf. If this revised for ote or abstain at his discretion in respect of that resolution. Your proxy will also be entitled to vote a f AGM and the supplemental notice of AGM (including amendments to resolutions which may be by f summary only. The full text appears in the notice of the AGM and the supplemental notice of AG you or your attorney duly authorised in writing or, in the case of a corporation, must be either exec ior who tenders a vote, whether in person or by proxy or by representative, will be accepted to the e er in which the names stand in the register of members of the Company in respect of the joint holdin ther with any power of attorney or other authority, if any, under which it is signed or a notariall office in Hong Kong, Boardroom Share Registrars (HK) Limited at 31/F, 148 Electric Road, North djournment (as the case may be) thereof. AGM is entitled to appoint one or, if he holds two or more shares, more proxies to attend and vote n to represent you. f proxy will not preclude you from attending and voting in person at the AGM (or any adjourned me to be revoked. er(s)’’) or their proxies attending the AGM shall produce their identity documents. NY WHO HAS ALREADY LODGED THE PROXY FORM WHICH WAS SENT TOGETHER OULD NOTE THAT:
				revised form of proxy will be deemed to relate to all ess of the proxy desired in the space provided. If no ST BE INITIALLED BY THE PERSON(S) WHO m of proxy is returned duly signed, but without any t his discretion on any resolution properly put to the properly put to the AGM). M of the Company dated 30 June 2015 and 15 July uted under its common seal or under the hand of an xclusion of the votes of the other joint holder(s). For g. y certified copy thereof must be deposited with the Point, Hong Kong not later than 48 hours before the on his behalf. A proxy need not be a member of the eting thereof) if you so wish, and in such event, the WITH THE NOTICE OF THE AGM DATED 30

• (i) If no Revised Proxy Form is lodged with the Company’s Hong Kong branch share registrar and transfer office, the Original Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by the Shareholder. The proxy appointed by the Shareholder under the Original Proxy Form will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her/its discretion (if no such instructions are given) on any resolution properly put to the AGM, including the additional proposed resolutions set out in the Supplemental Notice of AGM.

• (ii) If the Revised Proxy Form is lodged with the Company’s Hong Kong branch share registrar and transfer office before the Closing Time, the Revised Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by the Shareholder and will revoke and supersede the Original Proxy Form previously lodged by the Shareholder.

• (iii) If the Revised Proxy Form is lodged with the Company’s Hong Kong branch share registrar and transfer office after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, Shareholderthe Revised underProxy theFormOriginalwill beProxydeemedForminvalid.will beTheentitledOriginalto voteProxyin theForm,mannerif correctlyas mentionedcompleted,in (i) abovewill beas treatedif no Revisedas a validProxyformFormof isproxylodgedlodgedwith bythe theCompanyShareholder.’s HongTheKongproxybranchappointedshare registrarby the and transfer office. Accordingly, shareholders of the Company are advised to complete the Revised Proxy Form carefully and lodge the Revised Proxy Form before the Closing Time. If such shareholders of the Company wish to vote at the AGM, they will have to attend in person and vote at the AGM themselves.