Legendary Education Group Ltd. — Proxy Solicitation & Information Statement 2018

Aug 24, 2018

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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)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING (“AGM”) TO BE HELD ON FRIDAY, 28 SEPTEMBER 2018 AT 2:30 P.M. (OR ANY ADJOURNMENT THEREOF)

I/We[(Note 1)]

of

ordinary shares of HK$0.04 each (the “ Share(s) ”) of L & A International Holdings

being the registered holder(s) of[(Note 2)] ordinary shares of HK$0.04 each (the “ Share(s) ”) of L & A International Holdings Limited (the “ Company ”), hereby appoint[(Note 3)] the Chairman of the AGM or, of to act as my/our proxy to attend the AGM to be held at 2:30 p.m. at 2/F, J Plus, 35-45B Bonham Strand, Sheung Wan, Hong Kong on Friday, 28 September 2018 (or any adjournment thereof) and to vote on my/our behalf as directed below[(Note 4)] .

Please indicate with a “✓” in the spaces provided how you wish your vote(s) to be cast on a poll[(Note 4)] .

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Ordinary Resolutions FOR [(Note 4)] AGAINST [(Note 4)]
1. To receive, consider and adopt the audited consolidated financial statements of the Company and
the reports of the directors of the Company (the “ Directors ”) and the auditor of the Company for
the year ended 31 March 2018.
2. (a) To re-elect Mr. Ng Ka Ho as an executive Director.
(b) To re-elect Mr. Ma Chi Ming as an independent non-executive Director.
(c) To authorise the board of Directors to fix the remuneration of the Directors.
3. To re-appoint Elite Partners CPA Limited as auditor of the Company and to authorise the board of
Directors to fix their remuneration.
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 the
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 the 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.
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• Please refer to the notice convening the AGM for the full text of the resolutions.

Dated this

day of 2018 Signature(s)[(Notes 5)] :

Notes:

1. Please insert full name(s) and address in BLOCK CAPITALS . The name of all joint holders should be stated.

2. Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).

3. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the AGM as your proxy, please delete the words “the Chairman of the AGM or” and insert the name and address of the person appointed proxy in the space provided.

4. If you wish to vote for the resolution set out above, please tick (“ ✓ ”) the box marked “For”. If you wish to vote against the resolution, please tick (“ ✓ ”) the box marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolution, the proxy will vote or abstain at his/ her discretion. A proxy will also be entitled to vote at his/ her discretion on any resolution properly put to the AGM other than those set out in the notice convening the AGM.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorised.

6. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holders are present at the AGM, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

7. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the Company’s branch registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not later than 48 hours before the time of the AGM or any adjourned meeting.

8. Any alteration made to this form should be initialled by the person who signs the form.