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

Jul 10, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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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)

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 2/F, 35–45B Bonham Strand, Sheung Wan, Hong Kong at 11:00 a.m. on Friday, 27 July 2018, for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolutions:

ORDINARY RESOLUTION

1. ‘‘THAT:

2. (a) the Provisional Agreement (as defined in the circular of the Company dated 11 July 2018), a copy of which has been produced to this meeting marked ‘‘A’’ and initialled by the chairman of the meeting for the purpose of identification, and all the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

3. (b) any one director of the Company (the ‘‘Director’’) be and is hereby authorized to do all such acts and things as the Director in his/her sole and absolute discretion deems necessary, desirable or expedient to implement, give effect to and/or complete the Provisional Agreement and the transactions contemplated thereunder, where required, any amendment of the terms of the Provisional Agreement as required by, or for the purposes of obtaining the approval of, relevant authorities or to comply with all applicable laws, rules and regulations.’’

4. To re-elect Mr. Lau Chun Kavan as a Director.

By Order of the Board

L & A INTERNATIONAL HOLDINGS LIMITED

Ng Ka Ho

Chairman and Executive Director

Hong Kong, 11 July 2018

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Registered office: Head office and principal place of Maples Corporate Services Limited business in Hong Kong: P.O. Box 309, Ugland House Unit No. D, 5th Floor Grand Cayman, KY1-1104 Wing Hong Centre Cayman Islands No. 18 Wing Hong Street, Kowloon Hong Kong

Notes:

1. Any shareholder of the Company (the ‘‘Shareholders’’) entitled to attend and vote at the Meeting shall be entitled to appoint person as his/her proxy to attend and vote instead of him/her. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under seal or under the hand of an officer, attorney or other person duly authorized on its behalf.

3. Where there are joint registered holders of any shares, any one of such persons may vote at the Meeting (or any adjournment thereof), either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders by present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

4. In order to be valid, the instrument appointing a proxy and, if requested by the board of Directors, the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s branch registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

5. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in a case where the meeting was originally held within 12 months from such date.

6. Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person at the Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

7. The register of members of the Company will be closed from 24 July 2018 (Tuesday) to 27 July 2018 (Friday), both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong for registration no later than 4:30 p.m. on 23 July 2018 (Monday).

8. A form of proxy for use by shareholders at the Meeting is enclosed and published on the websites of the Stock Exchange and the Company respectively.

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As at the date of this notice, the executive Directors are Mr. Ng Ka Ho and Mr. Lau Chun Kavan; the independent non-executive Directors are Mr. Ma Chi Ming, Mr. Li Kin Ping and Ms. Guo Yan Xia.

This notice, 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 notice 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 notice misleading.

This notice 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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