Legendary Education Group Ltd. — Proxy Solicitation & Information Statement 2016

Jun 6, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in L & A International Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser, the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

==> picture [82 x 68] 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 SHARE SUBDIVISION; RE-ELECTION OF RETIRING DIRECTORS; AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ‘‘Definitions’’ of this circular.

A notice convening the EGM to be held at Flat 1, Block C, 11/F, Hong Kong Spinner Industrial Building, Phase 5, 762 Cheung Sha Wan Road, Kowloon, Hong Kong at 11:00 a.m. on Monday, 22 June 2016 is set out on pages 14 to 15 of this circular. A form of proxy for use by the Shareholders at the EGM is enclosed herein.

Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited, at 31/F, 148 Electric Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

6 June 2016

CONTENTS

	Page
Characteristics of GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix — Details of the retiring Directors subject to re-election . . . . . . . . . . . . . . . . .	11
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

– ii –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• ‘‘Announcement’’ the announcement of the Company dated 19 May 2016 in relation to the Share Subdivision

• ‘‘Board’’ the board of Directors

• ‘‘Business Day(s)’’ a day on which licensed banks in Hong Kong are generally open for business throughout their normal business hours (other than a Saturday, Sunday or public holiday)

• ‘‘CCASS’’ the Central Clearing and Settlement System established and operated by HKSCC

• ‘‘Company’’ L & A International Holdings Limited (樂亞國際控股有限 公司), a company incorporated in the Cayman Islands on 5 June 2014 as an exempted company with limited liability, whose Shares are listed on GEM

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘EGM’’ the extraordinary general meeting of the Company to be convened on 22 June 2016 at 11:00 a.m. to consider and, if thought fit, to approve the Share Subdivision and the reelection of the retiring Directors, the notice of which is set out on pages 14 and 15 of this circular

• ‘‘GEM’’ the Growth Enterprise Market of the Stock Exchange

• ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on GEM

• ‘‘HKSCC’’ Hong Kong Securities Clearing Company Limited

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable Date’’ 1 June 2016, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

• ‘‘Share(s)’’ existing ordinary share(s) of a par value of HK$0.01 each in the share capital of the Company before the Share Subdivision becoming effective

• ‘‘Shareholder(s)’’ holder(s) of the Share(s) or Subdivided Share(s), as the case may be

– 1 –

DEFINITIONS

‘‘Share Subdivision’’ the proposed subdivision of every one (1) existing issued and unissued Share into five (5) Subdivided Shares ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Subdivided Share(s)’’ ordinary share(s) of a par value of HK$0.002 each in the share capital of the Company upon the Share Subdivision becoming effective

‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong

– 2 –

EXPECTED TIMETABLE

The expected timetable for the implementation of the Share Subdivision is set out below:

2016

Latest date and time of lodgment of form of proxy for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Monday, 20 June Date and time of the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Wednesday, 22 June Publication of the announcement of poll results of the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 22 June

The following events are conditional on the fulfilment of the conditions for the implementation of the Share Subdivision as set out in the section headed ‘‘Conditions of the Share Subdivision’’ in the ‘‘Letter from the Board’’ in this circular.

Effective date of the Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 23 June First day of free exchange of existing share certificates for the new share certificates for the Subdivided Shares . . . . 9:00 a.m. on Thursday, 23 June Dealings in the Subdivided Shares commence. . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 23 June Original counter for trading in the Shares in board lots of 8,000 Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 23 June Temporary counter for trading in the Subdivided Shares in board lots of 40,000 Subdivided Shares (in the form of existing share certificates) opens . . . . . . . . . . . 9:00 a.m. on Thursday, 23 June Original counter for trading in the Subdivided Shares in board lots of 8,000 Subdivided Shares (only new share certificates for the Subdivided Shares can be traded at this counter) re-opens. . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 8 July Parallel trading in the Subdivided Shares (in the form of existing share certificates and new share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 8 July Temporary counter for trading in board lots of 40,000 Subdivided Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 28 July Parallel trading in the Subdivided Shares (in the form of existing share certificates and new share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 28 July

– 3 –

EXPECTED TIMETABLE

2016

• Last day of free exchange of existing certificates

• for the Shares for new certificates for

• the Subdivided Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Monday, 1 August

Note: All times and dates in this circular refer to Hong Kong local times and dates.

Date or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

– 4 –

LETTER FROM THE BOARD

==> picture [82 x 68] 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)

Board of Directors: Executive Directors: Mr. Ng Ka Ho Mr. Yang Si Hang

Non-executive Director: Mr. Wong Chiu Po

Independent non-executive Directors: Mr. Kwong Lun Kei Victor Mr. Ma Chi Ming Mr. Chan Ming Sun Jonathan

Registered office: Maples Corporate Services Limited P.O. Box 309, Ugland House Grand Cayman, KY-1104 Cayman Islands

Head office and principal place of business in Hong Kong: Flat 1, Block C, 11/F Hong Kong Spinner Industrial Building, Phase 5 762 Cheung Sha Wan Road, Kowloon Hong Kong 6 June 2016

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE SUBDIVISION;

RE-ELECTION OF RETIRING DIRECTORS;

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement in which the Board proposed to subdivide every one (1) existing issued and unissued Share into five (5) Subdivided Shares.

The purpose of this circular is to provide you with (i) information regarding the proposed Share Subdivision of the Company; (ii) the re-election of the retiring Directors; and (iii) the notice of the EGM.

– 5 –

LETTER FROM THE BOARD

PROPOSED SHARE SUBDIVISION

The Board proposed to subdivide every one (1) existing issued and unissued Share into five (5) Subdivided Shares.

Conditions of the Share Subdivision

The Share Subdivision is conditional upon:

• (i) the passing of an ordinary resolution to approve the Share Subdivision by the Shareholders at the EGM; and

• (ii) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Subdivided Shares.

The Share Subdivision will become effective after the conditions of the Share Subdivision above are fulfilled.

Effects of the Share Subdivision

As at the Latest Practicable Date, the authorised share capital of the Company was HK$100,000,000 divided into 10,000,000,000 Shares, of which 4,000,000,000 Shares have been issued and are fully paid or credited as fully paid.

Upon the Share Subdivision becoming effective, the authorised share capital of the Company will be HK$100,000,000 divided into 50,000,000,000 Subdivided Shares, of which 20,000,000,000 Subdivided Shares will be in issue and fully paid or credited as fully paid, assuming that no further Shares are issued or bought back prior to the Share Subdivision becoming effective.

All Subdivided Shares will rank pari passu with each other in all respects with the Shares in issue and the Share Subdivision will not result in any change in the relevant rights of Shareholders.

Board lot size

The Shares are currently traded in board lots of 8,000 Shares. Upon the Share Subdivision becoming effective, the board lot size of the Subdivided Shares for trading on the Stock Exchange will remain unchanged with 8,000 Subdivided Shares for each board lot.

It is expected that the Share Subdivision will not result in any odd lots of the Subdivided Shares other than those already exist, and therefore no odd lot arrangement for matching the sales and purchases of odd lots will be made.

– 6 –

LETTER FROM THE BOARD

Listing application

An application has been made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Subdivided Shares to be in issue upon the Share Subdivision becoming effective. All necessary arrangements will be made for the Subdivided Shares to be admitted into CCASS established and operated by HKSCC.

Subject to the granting of the listing of, and permission to deal in, the Subdivided Shares on the Stock Exchange, the Subdivided 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 Subdivided 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 trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

No part of the equity or debt securities of the Company is listed or dealt in on any other stock exchange other than the Stock Exchange and no such listing or permission to deal in is being currently proposed to be sought from any other stock exchange.

Reasons for the Share Subdivision

Upon the Share Subdivision becoming effective, the nominal value of each Share will decrease and the total number of will increase. The Share Subdivision will result in a downward adjustment of the trading price of the Shares. The Board believes that the increase in the total number of Shares in issue and the downward adjustment to the trading price of the Shares will enhance the liquidity in trading of the Company’s Subdivided Shares and thereby enabling the Company to attract more investors and broaden its Shareholder base. Based on the closing price of HK$2.39 per Share quoted on the Stock Exchange as at the Latest Practicable Date, the market value per board lot of 8,000 Shares is HK$19,120. The estimated market value per board lot of 8,000 Subdivided Shares will theoretically be reduced to HK$3,824 immediately upon the Share Subdivision becoming effective.

Apart from the Share Subdivision, the Board has also considered the reduction of the board lot size. In avoidance of the creation of odd lots of the Shares under the existing board lot of 8,000 Shares, the possible board lot sizes are limited. The Board has examined the historical price trend of the Shares and applied different trading days’ simple average moving prices of the Shares to the possible board lot sizes, respectively. Having considered (i) the initial board lot value of the Company at the time of listing (i.e. HK$4,800); and (ii) the board lot value (based on the respective initial offering price at the time of listing) of 15 newly listed companies on GEM for the last six months preceding the date of the Announcement, i.e. from 20 November 2015 to 19 May 2016, ranging from HK$2,500 to HK$5,660 and with an average of approximately HK$3,474 per board lot, the Board is of the view that the optimal market board lot value of the Shares is from HK$3,000 to HK$5,000 (the ‘‘Optimal Board Lot Value’’). However, the reduction of the board lot size with different trading days’ simple average moving prices of the Shares could not reach the Optimal Board Lot Value and hence the Board considers that the reduction of the board lot size is not the most appropriate approach.

– 7 –

LETTER FROM THE BOARD

On the other hand, the Board has also considered different ratios for the Share Subdivision that would not create odd lots of the Shares. Given that the adoption of the 1:5 share subdivision ratio (i) will not result in any odd lots upon the Share Subdivision taking effect; (ii) will result in board lot value falls within the Optimal Board Lot Value, the Board is of the view that the 1:5 share subdivision ratio is the most appropriate ratio to reduce the market value per board lot.

Save for the expenses to be incurred by the Company in relation to the Share Subdivision, the implementation of the Share Subdivision will not, by itself, alter the underlying assets, business operations, management or the financial position of the Company or the proportionate interest of the Shareholders. Accordingly, the Board considers that the Share Subdivision is in the interests of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, the Company did not have any outstanding options, warrants or securities in issue which are convertible or exchangeable into the Shares or the Subdivided Shares.

EXCHANGE OF SHARE CERTIFICATES

Upon the Share Subdivision becoming effective, the Shareholders can submit their existing share certificates for the Shares to the Company’s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at 31/F, 148 Electric Road, North Point, Hong Kong, in exchange for the new share certificates for the Subdivided Shares free of charge during the business hours from 9:00 a.m. to 4:30 p.m. on any Business Day from 23 June 2016 to 1 August 2016 (both days inclusive). After the expiry of such period, existing share certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each existing share certificate cancelled or new share certificate issued (whichever number of share certificates involved is higher). It is expected that the new share certificates for the Subdivided Shares will be available for collection within a period of ten Business Days after the submission of the existing share certificates for the Shares to Boardroom Share Registrars (HK) Limited for exchange.

From 29 July 2016 onwards, the existing share certificates for the Shares will cease to be valid for trading and settlement purpose, but will continue to be good evidence of legal title to the Subdivided Shares on the basis of one (1) Share for five (5) Subdivided Shares.

The new share certificates for the Subdivided Shares will be green in colour to distinguish from the existing share certificates for the Shares which are purple in colour.

RE-ELECTION OF THE RETIRING DIRECTORS

By virtue of Article 16.2 of the articles of association of the Company (the ‘‘Articles of Association’’), any Director appointed to fill a casual vacancy or as an addition to the existing Directors shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election. As such, each of Mr. Wong Chiu Po, Mr. Kwong Lun Kei Victor and Mr. Ma Chi Ming, shall retire from office and, being eligible, will offer himself for re-election at the EGM.

– 8 –

LETTER FROM THE BOARD

Details of Mr. Wong Chiu Po, Mr. Kwong Lun Kei Victor and Mr. Ma Chi Ming, the retiring Directors who are proposed to be re-elected at the EGM, had been set out in Appendix to the Circular.

THE EGM

The EGM will be held at 11:00 a.m. on 22 June 2016 at Flat 1, Block C, 11/F, Hong Kong Spinner Industrial Building, Phase 5, 762 Cheung Sha Wan Road, Kowloon, Hong Kong to consider, and if thought fit, to approve the Share Subdivision and the re-election of the retiring Directors. The notice of the EGM is set out on pages 14 to 15 of this circular.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Boardroom Share Registrars (HK) Limited at 31/F, 148 Electric Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the EGM.

RESPONSIBILITY STATEMENT

This circular, 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 circular 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 circular misleading.

INTERESTS OF THE COMPLIANCE ADVISER

As notified by the compliance adviser of the Company, TC Capital International Limited (formerly known as TC Capital Asia Limited) (‘‘TC Capital’’), as at the Latest Practicable Date, except for (i) TC Capital’s participation as the sponsor in relation to the Company’s listing on GEM; (ii) the compliance adviser agreement entered into between the Company and TC Capital dated 17 July 2014; (iii) the financial adviser agreement entered into between the Company and TC Capital dated 5 March 2015 relating to the Share Subdivision neither TC Capital nor its directors, employees or associates had any interest in relation to the Group which is required to be notified to the Company pursuant to Rule 6A.32 of the GEM Listing Rules.

– 9 –

LETTER FROM THE BOARD

COMPETITION AND CONFLICT OF INTEREST

To the best knowledge of the Directors, none of the Directors or controlling Shareholders, nor any of their respective close associates, had any interests as at the Latest Practicable Date that competes or may compete with the businesses of the Group, which would be required to be disclosed under Rule 11.04 of the GEM Listing Rules.

RECOMMENDATION

The Directors consider that the Share Subdivision are in the interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the resolutions approving the Share Subdivision and re-election of retiring Directors at the EGM.

By order of the Board L & A International Holdings Limited Ng Ka Ho

Chairman and executive Director

– 10 –

DETAILS OF THE RETIRING DIRECTORS SUBJECT TO RE-ELECTION

APPENDIX

The following are the particulars of Mr. Wong Chiu Po (‘‘Mr. Wong’’), Mr. Kwong Lun Kei Victor (‘‘Mr. Kwong’’) and Mr. Ma Chi Ming (‘‘Mr. Ma’’), the Directors proposed to be re-elected at the EGM:

Mr. Wong Chiu Po

Mr. Wong, aged 33, was appointed as a non-executive Director on 12 October 2015. Mr. Wong graduated with honours at the York University, Canada in 2008 with a bachelor’s degree in accounting. Mr. Wong possesses significant experience in accounting and finance. Mr. Wong had worked for The Hongkong and Shanghai Banking Corporation Limited for over 7 years in financial reporting and fund services. Mr. Wong had also worked for Industrial and Commercial Bank of China Limited with his last position being Fund Accounting Manager. Mr. Wong is currently working in a private investment company responsible for reviewing, reporting and managing investment projects.

Pursuant to his service agreement with the Company, Mr. Wong was appointed as a nonexecutive Director for a term of one year with effect from 12 October 2015, subject to retirement by rotation and re-election pursuant to the Articles of Association. Mr. Wong is entitled to an annual emolument of HK$240,000 which is determined after arm’s length negotiation between Mr. Wong and the Company with reference to his duties and responsibilities in the Company and prevailing market conditions. The emolument has been approved by the Board and the remuneration committee of the Company (the ‘‘Remuneration Committee’’) and will be reviewed by the Board and the Remuneration Committee on an annual basis.

Save as disclosed above, as at the Latest Practicable Date, (i) Mr. Wong did not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (within the meaning of the GEM Listing Rules) of the Company; (ii) Mr. Wong had not held any directorship in any listed public companies in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications; (iii) Mr. Wong did not have, and was not deemed to have, any interest or short positions in any shares, underlying shares or debentures (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) of the Company; and (iv) there was no further information to be disclosed pursuant to any of the requirements under Rule 17.50(2) of the GEM Listing Rules, nor were there any other matters that need to be brought to the attention of the Shareholders.

Mr. Kwong Lun Kei Victor

Mr. Kwong, aged 34, was appointed as an independent non-executive Director on 19 October 2015. Mr. Kwong graduated at the University of New South Wales, Australia in 2007 with bachelor of law and bachelor of commerce degrees and was admitted to practice as a solicitor in Hong Kong in 2010. He mainly practices in the areas of corporate finance and mergers and acquisitions, with a focus on equity capital markets transactions involving IPOs of Hong Kong, China and Singapore companies, fund raising activities such as rights issue and

– 11 –

DETAILS OF THE RETIRING DIRECTORS SUBJECT TO RE-ELECTION

APPENDIX

placements of the shares of the companies listed on the Main Board of the Stock Exchange and GEM. He also specialises in a wide range of general corporate advisory work for both public listed and private companies including corporate restructurings and joint ventures.

Pursuant to his service agreement with the Company, Mr. Kwong was appointed as an independent non-executive Director for a term of one year with effect from 19 October 2015, subject to retirement by rotation and re-election pursuant to the Articles of Association. Mr. Kwong is entitled to an annual emolument of HK$240,000 which is determined after arm’s length negotiation between Mr. Kwong and the Company with reference to his duties and responsibilities in the Company and prevailing market conditions. The emolument has been approved by the Board and the Remuneration Committee and will be reviewed by the Board and the Remuneration Committee on an annual basis.

Save as disclosed above, as at the Latest Practicable Date, (i) Mr. Kwong did not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (within the meaning of the GEM Listing Rules) of the Company; (ii) Mr. Kwong had not held any directorship in any listed public companies in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications; (iii) Mr. Kwong did not have, and was not deemed to have, any interest or short positions in any shares, underlying shares or debentures (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) of the Company; and (iv) there was no further information to be disclosed pursuant to any of the requirements under Rule 17.50(2) of the GEM Listing Rules, nor were there any other matters that need to be brought to the attention of the Shareholders.

Mr. Ma Chi Ming

Mr. Ma, aged 37, was appointed as an independent non-executive Director on 29 April 2016. Mr. Ma obtained Certificate III in information technology and Certificate in English for technical and further education from Sydney Institute of Technology in Australia in 1998 and 1997 respectively. He has over 12 years of experience in sales and business development, formulating marketing strategy as well as monitoring corporate strategy and administration. Prior to joining our Group, he was a director of Royal Mortgage Limited and Flying Mortgage Limited from August 2014 and May 2013 respectively, responsible for overseeing the operation of and developing money lending business, and ensuring the companies comply with regulatory requirements.

Mr. Ma has entered into a letter of appointment with the Company for a term of one year with effect from 29 April 2016, subject to retirement by rotation and re-election pursuant to the Articles of Association. Mr. Ma is entitled to a director’s fee of HK$240,000 per year which is determined after an arm’s length negotiation between Mr. Ma and the Company with reference to his duties, responsibilities, experience and the prevailing market conditions. The emoluments has been approved by the Board upon the recommendation of the Remuneration Committee and will be reviewed by the Board and the Remuneration Committee on an annual basis.

As at the Latest Practicable Date, Mr. Ma was personally interested in 15,304,000 Shares, representing 0.38% of the entire issued share capital of the Company.

– 12 –

DETAILS OF THE RETIRING DIRECTORS SUBJECT TO RE-ELECTION

APPENDIX

Save as disclosed above, as at the Latest Practicable Date, (i) Mr. Ma did not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (within the meaning of the GEM Listing Rules) of the Company; (ii) Mr. Ma had not held any directorship in any listed public companies in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications; and (iii) there was no further information to be disclosed pursuant to any of the requirements under Rule 17.50(2) of the GEM Listing Rules, nor were there any other matters that need to be brought to the attention of the Shareholders.

– 13 –

NOTICE OF EGM

==> picture [82 x 68] 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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘Meeting’’) of L & A International Holdings Limited (the ‘‘Company’’) will be held at Flat 1, Block C, 11/F, Hong Kong Spinner Industrial Building, Phase 5, 762 Cheung Sha Wan Road, Kowloon, Hong Kong at 11:00 a.m. on Monday, 22 June 2016, for the purpose of considering and, if thought fit, passing with or without amendments the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. ‘‘THAT conditional on the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subdivided Shares (as defined below), with effect from the business day following the day on which this resolution is passed by the shareholders of the Company, every one (1) existing issued and unissued ordinary share with a par value of HK$0.01 in the share capital of the Company be subdivided into five (5) ordinary shares with a par value of HK$0.002 each (the ‘‘Subdivided Shares’’), such that the authorised share capital of the Company is HK$100,000,000 divided into 50,000,000,000 shares with a par value of HK$0.002 each, and any director (the ‘‘Director’’) of the Company be and is hereby authorised to sign and execute such documents and do all such acts and things incidental to any of the foregoing as he considers necessary, desirable or expedient in connection with the implementation of or giving effect to any of the foregoing.’’

2. ‘‘THAT Mr. Wong Chiu Po be re-elected as a non-executive Director and the board of Directors be authorised to fix his remuneration.’’

3. ‘‘THAT Mr. Kwong Lun Kei Victor be re-elected as an independent non-executive Director and the board of Directors be authorised to fix his remuneration.’’

– 14 –

NOTICE OF EGM

1. ‘‘THAT Mr. Ma Chi Ming be re-elected as an independent non-executive Director and the board of Directors be authorised to fix his remuneration.’’

By order of the Board L & A International Holdings Limited Ng Ka Ho Chairman and executive Director

Hong Kong, 6 June 2016

Registered office:

Maples Corporate Services Limited P.O. Box 309, Ugland House Grand Cayman, KY-1104 Cayman Islands

Head office and principal place of business in Hong Kong: Flat 1, Block C, 11/F Hong Kong Spinner Industrial Building, Phase 5 762 Cheung Sha Wan Road, Kowloon Hong Kong

Notes:

• (1) Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the Meeting. A proxy need not be a member of the Company. A member may appoint any number of proxies to attend in his stead at the Meeting. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (2) A form of proxy for use at the Meeting is enclosed. To be valid, the form of proxy must be duly completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney or authority, at the Company’s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at 31/F, 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or adjourned meeting.

• (3) Completion and delivery of the form of proxy will not preclude a member of the Company from attending and voting in person at the Meeting or any adjournment thereof should such member so wishes, and in such event, the instrument appointing a proxy shall be deemed revoked.

• (4) Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled to vote, but if more than one of such joint holders are present at the meeting, the most senior holder shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand first on the register of members of the Company in respect of the joint holding.

• (5) In compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, the resolutions to be proposed at the Meeting convened by this notice will be voted on by way of poll.

• (6) If typhoon signal no. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 7:00 a.m. on the date of the Meeting, the Meeting will be postponed. The Company will post an announcement on the websites of the Company at www.lna.com.hk and the Stock Exchange at www.hkexnews.hk to notify shareholders of the Company of the date, time and place of the rescheduled extraordinary general meeting.

– 15 –