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

Jul 10, 2018

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(s) or transferee(s).

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.

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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)

MAJOR TRANSACTION DISPOSAL OF AN INDIRECT WHOLLY-OWNED SUBSIDIARY, RE-ELECTION OF RETIRING DIRECTOR AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Financial adviser of the Company

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A letter from the Board is set out on pages 3 to 9 of this circular. A notice convening the EGM to be held at 11:00 a.m. on Friday, 27 July 2018 at 2/F, 35–45B Bonham Strand, Sheung Wan, Hong Kong is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is enclosed.

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 2103B, 21/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.

This circular will remain on the GEM website at http://www.hkgem.com on the ‘‘Latest Company Announcements’’ page for at least 7 days from the date of its posting and on the website of the Company at http://www.lna.com.hk.

11 July 2018

CONTENTS

	Page
Characteristics of GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I — Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II — Valuation Report on the Property . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
Appendix III — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
Appendix IV — Biographical Details of the retiring Director
subject to re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– 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 requires otherwise, the following expressions shall have the meanings set out below:

‘‘Articles of Association’’ the articles of association of the Company adopted on 25 September 2014 (as amended from time to time)

• ‘‘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, whose Shares are listed on GEM

• ‘‘Completion’’ the completion of the Disposal pursuant to the Provisional Agreement

• ‘‘Completion Date’’ 16 August 2018

• ‘‘Condition(s)’’ the condition(s) precedent of the Provisional Agreement

• ‘‘Consideration’’ the consideration of HK$36,500,000 payable by the Purchaser to the Vendor for the Disposal pursuant to the terms and conditions of the Provisional Agreement

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

• ‘‘Disposal’’ the disposal of the Sale Shares by the Vendor to the Purchaser pursuant to the Provisional Agreement

• ‘‘EGM’’ the extraordinary general meeting to be convened and held for the Shareholders to consider and, if thought fit, approve the Disposal, the Provisional Agreement and the transactions contemplated thereunder

• ‘‘Formal Agreement’’ the formal sale and purchase agreement which is scheduled to be signed between the Purchaser and the Vendor in respect of the Disposal on or before 5 April 2018 as stipulated in the Provisional Agreement

• ‘‘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 PRC

• ‘‘Independent Property Valuer’’ C S Surveyors Limited, being the independent property valuer engaged by the Company in the valuation of the Property

– 1 –

DEFINITIONS

• ‘‘Independent Third Party(ies)’’ third party(ies) who is/are independent of, and not connected with, the Company and its connected persons (as defined in the GEM Listing Rules)

• ‘‘Latest Practicable Date’’

• 9 July 2018, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• ‘‘Property’’ a commercial unit situated in Glamour Garden in Shatin, New Territories, Hong Kong

• ‘‘PRC’’ the People’s Republic of China

• ‘‘Provisional Agreement’’ the provisional sale and purchase agreement dated 23 March 2018 entered into between the Vendor and the Purchaser in relation to the Disposal

• ‘‘Purchaser’’ Ms. Ho Lai Ha, who is an Independent Third Party, being the purchaser of the Sale Shares

• ‘‘Sale Shares’’ the entire issued share capital of the Target Company

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Shareholder(s)’’ holders of the Shares

• ‘‘Share(s)’’ ordinary shares of HK$0.04 each in the share capital of the Company

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Target Company’’ Well Sun Development Limited, a company incorporated in Hong Kong with limited liability

• ‘‘Vendor’’ Able Rich Management Limited, a company incorporated in the British Virgin Islands with limited liability, an indirect wholly-owned subsidiary of the Company

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘%’’ per cent.

– 2 –

LETTER FROM THE BOARD

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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)

Executive Director: Mr. Ng Ka Ho (Chairman) Mr. Lau Chun Kavan

Independent non-executive Directors: Mr. Li Kin Ping Mr. Ma Chi Ming Ms. Guo Yan Xia

Registered office: Maples Corporate Services Limited P.O. Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands

Head office and principal place of business in Hong Kong: Unit No. D, 5th Floor Wing Hong Centre No. 18 Wing Hong Street, Kowloon Hong Kong

11 July 2018

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION

DISPOSAL OF AN INDIRECT WHOLLY-OWNED SUBSIDIARY, RE-ELECTION OF RETIRING DIRECTOR AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement(s) of the Company dated 23 March 2018 in relation to, among other things, the Disposal.

On 23 March 2018 (after trading hours), the Vendor, an indirect wholly-owned subsidiary of the Company, entered into the Provisional Agreement with the Purchaser pursuant to which the Vendor has conditionally agreed to sell the Sale Shares to the Purchaser for a consideration of HK$36,500,000 in cash. Up to the Latest Practicable Date, the Formal Agreement was not entered into by the Purchaser and the Vendor. Pursuant to the terms of the Provisional Agreement, as no Formal Agreement has been entered into, the Provisional Agreement shall be treated as the Formal Agreement.

– 3 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with the information relating to, among other things, (i) further information relating to the Disposal and the transactions contemplated thereunder; (ii) the financial information of the Group; (iii) the valuation report in respect of the Property; (iv) other information as required to be disclosed under the GEM Listing Rules; and (v) a notice of the EGM.

THE DISPOSAL

Up to the Latest Practicable Date, the Formal Agreement was not entered into by the Purchaser and the Vendor. Pursuant to the terms of the Provisional Agreement, as no Formal Agreement has been entered into, the Provisional Agreement shall be treated as the Formal Agreement.

The principal terms of the Provisional Agreement are set out as below:

Date

23 March 2018 (after trading hours)

Parties

Purchaser: Ms. Ho Lai Ha, being the Purchaser Vendor: Able Rich Management Limited, an indirect wholly-owned subsidiary of the Company

To the best knowledge, information and belief of the Directors after having made all reasonable enquiries, the Purchaser is an Independent Third Party.

Assets to be disposed of

Pursuant to the Provisional Agreement, the Vendor conditionally agreed to sell and the Purchaser conditionally agreed to purchase the Sale Shares, being the entire issued share capital in the Target Company.

Consideration

The Consideration shall be/has been paid by the Purchaser to the Vendor in the following manner:

• (a) an initial deposit in the sum of HK$1,000,000 has been paid to the Vendor upon signing of the Provisional Agreement;

• (b) a further deposit in the sum of HK$2,650,000 has been paid to the Vendor on 5 April 2018; and

• (c) the remaining balance of the Consideration of HK$32,850,000 shall be paid to the Vendor upon Completion.

– 4 –

LETTER FROM THE BOARD

The deposits in (a) and (b) of the above has been paid to the Vendor’s solicitors as stakeholder who shall not release the same to the Vendor until the Completion Date.

The Consideration was arrived at after arm’s length negotiations between the Vendor and the Purchaser on normal commercial terms with reference to (i) the financial position of the Target Company which recorded unaudited net asset value of approximately HK$22,239,000 as at 31 December 2017; (ii) the prevailing market price of similar properties of similar size, character and location; and (iii) preliminary valuation of approximately HK$31,500,000 valued by the Independent Property Valuer.

After considering the valuation adjustment for the Property, the adjusted net asset value of the Target Company as at 31 May 2018 was approximately HK$31,898,000 (the ‘‘Adjusted NAV’’). The Adjusted NAV was calculated based on (i) the net asset value of the Target Company of approximately HK$22,789,000 as at 31 May 2018; and (ii) upward fair value adjustments for the Property in the amount of approximately HK$9,109,000 (the ‘‘Adjustment Amount’’), being the difference of the appraised value of the Property of approximately HK$31,500,000 as at 31 May 2018 (the ‘‘Valuation’’) assessed by the Independent Property Valuer over the net book value of approximately HK$22,391,000 as at 31 May 2018 to reflect the market value of the Property.

The Consideration represents a premium of approximately 14.4% over the Adjusted NAV.

Stamp Duty

Pursuant to the terms of the Provisional Agreement, the Purchaser agrees to bear all the stamp duty levied in connection with the Disposal.

Conditions Precedent

Pursuant to the Provisional Agreement, the Disposal shall be subject to and conditional upon the fulfillment and satisfaction, at or prior to the Completion Date, of (i) the passing of the necessary resolution(s) by the Shareholders at the EGM to approve the Provisional Agreement and the transactions contemplated in or incidental to the Provisional Agreement in accordance with the requirements of the GEM Listing Rules; and (ii) compliance in accordance with the GEM Listing Rules.

None of the above conditions precedent is waivable. If the Conditions cannot be fulfilled on or prior to the Completion Date, then the Provisional Agreement shall be terminated whereupon the Vendor shall refund the deposits in full to the Purchaser and thereafter all rights, obligations and liabilities of the parties shall cease and determine and none of the parties shall have any claim against the other.

Completion

Subject to the fulfillment of all Conditions, Completion will take place on the Completion Date. Upon Completion, the Target Company will cease to be a subsidiary of the Company and the financial results of the Target Company will no longer be consolidated with the results of the Group.

– 5 –

LETTER FROM THE BOARD

INFORMATION OF THE TARGET COMPANY

The Target Company is a company incorporated in Hong Kong on 9 October 2015 and is wholly-owned by the Vendor. The principal business of the Target Company is investment holding and its only asset is the Property.

The Target Company is the sole legal and beneficial owner of the Property. The Property is a commercial unit situated in Glamour Garden in Shatin, New Territories, Hong Kong. The Property is leased out to an Independent Third Party for a term of two years commencing from 15 May 2017 and ending on 14 May 2019 (both days inclusive) for a monthly rent of HK$110,000. Pursuant to the tenancy agreement of the Property, the tenant has the option to renew the tenancy agreement for one year at a proposed monthly rent of HK$121,000 after the expiry of the existing tenancy agreement.

Set out below is a summary of the key financial data of the Target Company based on the audited financial statement of the Target Company for the period from 9 October 2015 (date of incorporation) to 31 March 2017 and the unaudited management accounts of the Target Company for the year ended 31 March 2018 respectively:

			For the period
			from 9 October
			2015 (date of	For the
			incorporation)	year ended
			to 31 March	31 March
			2017	2018
			(audited)	(unaudited)
			(HK$’000)	(HK$’000)
Net	profit/(loss)	before taxation	(430)	1,313
Net	profit/(loss)	after taxation	(430)	1,313

Based on the latest management accounts provided by the Company, the unaudited consolidated net assets of the Target Company as at 31 May 2018 was approximately HK$22,789,000.

FINANCIAL EFFECTS OF THE DISPOSAL

The Directors expect to recognise an unaudited gain of approximately HK$13,146,000 from the Disposal after taking into account of (i) the Consideration; (ii) the unaudited net assets of the Target Company of approximately HK$22,789,000 as at 31 May 2018; and (iii) the transaction expenses payable by the Group in connection with the Disposal.

The calculations are only estimates provided for illustrative purposes. Shareholders should note that the actual amount of gain on the Disposal to be recorded by the Company will be subject to review by the auditors of the Company.

– 6 –

LETTER FROM THE BOARD

In addition, following Completion, the Target Company will cease to be the subsidiary of the Company and the financial results of the Target Company will no longer be consolidated into the accounts of the Group. Based on the management accounts of the Target Company as at 31 May 2018, upon Completion, it is expected that the total assets of the Group will increase by approximately HK$12,577,000 and total liabilities of the Group will decrease by approximately HK$569,000.

REASONS FOR AND BENEFITS OF THE DISPOSALS

The Company is an investment holding company. The Group is principally engaged in the manufacturing, sales and retailing of garment products and provision of loan. The Vendor is a wholly-owned subsidiary of the Company and its principal activity is investment holdings.

The Group has been holding the Property for investment purposes. The Property was acquired by the Company in December 2017 for a consideration of HK$30,300,000. The Consideration represents a capital appreciation of approximately 20.5% in the value of the Property. Taking into consideration of the proceeds from the Disposal and the gain from the Disposal, the Directors consider that the Disposal represents a good opportunity for the Company to realise its investment in the Property and that the proceeds from the Disposal will improve the financial position of the Group by providing additional funds for general working capital of the Group.

The Directors consider that the terms of the Provisional Agreement are on normal commercial terms, fair and reasonable and the Disposal is in the interests of the Company and the Shareholders as a whole.

GEM LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the Disposal exceeds 25% but all applicable percentage ratios are below 100%, the Disposal constitutes a major transaction for the Company and is therefore subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 19 of the GEM Listing Rules.

RE-ELECTION OF RETIRING DIRECTOR

By virtue of article 16.2 of the Articles of Association, any Director appointed to fill a casual vacancy or as an addition to the Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election. As such, Mr. Lau Chun Kavan (‘‘Mr. Lau’’), being appointed as executive Director on 16 May 2018, shall retire from office and, being eligible, will offer himself for re-election at the EGM.

Biographical details of Mr. Lau, who is proposed to be re-elected at the EGM, are set out in Appendix IV to this circular.

– 7 –

LETTER FROM THE BOARD

GENERAL

The EGM will be convened and held for the Shareholders to consider, and if thought fit, to approve (i) the relevant resolution in relation to the Provisional Agreement and the transactions contemplated thereunder; and (ii) the re-election of the retiring Director. A notice convening the EGM is set out on pages EGM-1 to EGM-2 of this circular.

The voting for all resolutions proposed at the EGM will be conducted by poll whereby any Shareholders and their close associates (as defined under the GEM Listing Rules) who have a material interest in the Disposal shall abstain from voting on the resolution in relation to the Disposal to be proposed at the EGM.

To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, no Shareholders or any of their respective close associate have any material interest in the Disposal and the re-election of the retiring Director, respectively. As such, no Shareholders would be required to abstain from voting at the EGM in respect of the relevant resolutions approving the Disposal and the re-election of the retiring Director to be proposed at the EGM.

A form of proxy for use by Shareholders 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 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 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.

Completion is subject to the satisfaction of the Conditions set out in the Provisional Agreement and therefore may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

RECOMMENDATION

The Directors consider that (i) while the Disposal is not in the ordinary and usual course of business of the Group, the terms of the Provisional Agreement are on normal commercial terms; and (ii) the Disposal, the terms of the Provisional Agreement and the re-election of the retiring Director are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of the relevant resolutions to be proposed at the EGM to approve (i) the Provisional Agreement and the transactions contemplated thereunder and (ii) to re-elect Mr. Lau as a Director.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

– 8 –

LETTER FROM THE BOARD

The English text of this circular, the notice of the EGM and the form of proxy for use at the EGM shall prevail over the Chinese text in case of inconsistency.

By Order of the Board

L & A INTERNATIONAL HOLDINGS LIMITED Ng Ka Ho

Chairman and Executive Director

– 9 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. STATEMENT OF INDEBTEDNESS

As at the close of business on 31 May 2018, being the latest practicable date for the purpose of this indebtedness statement, the Group had no other outstanding mortgages, charges, debentures or other loan capital, bank overdrafts or loans, other similar indebtedness, finance lease or hire purchase commitments, liabilities under acceptances or acceptance credit, guarantees or material contingent liabilities.

To the best knowledge of the Directors, having made all reasonable enquiries, there has been no material change in indebtedness or contingent liabilities of the Group since 31 May 2018 and up to the Latest Practicable Date.

2. WORKING CAPITAL

The Directors are of the opinion that after taking into account the financial resources available to the Group including the internally generated funds and present available banking facilities and the net proceeds from the Disposal, in the absence of unforeseen circumstances, the Group will have sufficient working capital for its present requirement for at least the next 12 months from the date of this circular.

3. FINANCIAL AND TRADING PROSPECTS OF THE REMAINING GROUP

The Company is an investment holding company. The Group is principally engaged in the manufacturing, sales and retailing of garment products and provision of loan.

The Group principally derives its revenue from manufacturing and selling pure cashmere apparel and other apparel products under its three business arms: (i) the original equipment manufacturer business segment, which entails product design and development, raw materials sourcing and procurement, manufacturing and product quality control management (the ‘‘OEM Business’’); (ii) apparel retail business segment, which entails designing, procuring, manufacturing, marketing and retailing of pure cashmere apparel and other apparel products as well as accessories through an established retail network in Hong Kong under the Group’s proprietary trademarks, ‘‘Casimira’’ and ‘‘Les Ailes’’ (the ‘‘Retail Business’’); and (iii) the money lending business segment involves provision of financing to customers for interest income (the ‘‘Money Lending Business’’).

OEM Business

For the OEM Business, the management is committed to strengthen the customer base. The Group will continue to find new orders and customers. Also, with the implementation of the new operation model by placing orders with other OEM manufacturer while maintaining the procurement and quality control teams, the management expects there will be a better control of costing and enhancement of profit margin.

– I-1 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Retail Business

For the Retail Business, the management of the Company will closely monitor the consumers’ behaviour and will continue the promotion campaigns. The management of the Company is also monitoring the movement of the rental of retail outlets and will adjust the expansion plan for Retail Business if necessary. Despite the uncertainties, the management of the Company still remains positive towards the Retail Business in long run.

Money Lending Business

Since the Group obtained the money lender licence and commenced the Money Lending Business from June 2016, the Money Lending Business is expanding quickly and there is high demand for loan. For Money Lending Business, the Group will continue to expand it in a prudent and balanced risk management approach and it is expected that the loan demand in Hong Kong will remain robust. Also, the Money Lending Business is expected to have a significant contribution to overall growth of the Group as it expands.

4. RECONCILIATION STATEMENT

The Target Company became a subsidiary of the Company on 22 December 2017. Therefore, there was no figure of the Property included in the balance sheet of the Company in the interim report of the Company for the six months ended 30 September 2017, being the latest published balance sheet of the Company.

According to the valuation report prepared by the Independent Property Valuer, the market value of the Property was HK$31,500,000 as at 31 May 2018. Further information of the Property is set out in Appendix II to this circular.

– I-2 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The statement below shows the reconciliation of the above property interests from 22 December 2017, being the date on which the Target Company became a subsidiary of the Company and the financial information of which became consolidated with the financial information of the Company, if not disposed of, to 31 May 2018, being the valuation date of the valuation report in respect of the Property as set out in Appendix II to this circular. The statement below was prepared in accordance with Rule 8.30 of the GEM Listing Rules.

Net book value of the Property as at 30 September 2017 in the Group’s consolidated financial statements Add: Completion of acquisition on 22 December 2017 Net book value of the Property as at 31 May 2018 in the Group’s consolidated financial statements (if not disposed of) Valuation surplus Market value of the Property as at 31 May 2018 as set out in Appendix II of this circular	HK$’000 (Approximately) — 22,391
	22,391 9,109
	31,500

– I-3 –

VALUATION REPORT ON THE PROPERTY

APPENDIX II

The following is the text of a letter and valuation certificate prepared for the purpose of incorporation in this circular received from C S Surveyors Limited, the Independent Property Valuer, in connection with its opinion of the market value of the Property as at 31 May 2018.

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1/F, Kimley Commercial Building, No. 142-146 Queen’s Road Central Hong Kong 11 July 2018

The Board of Directors

L & A International Holdings Limited

Dear Sir/Madam,

Re: VALUATION OF SHOP I ON G/F, GLAMOUR GARDEN, NOS. 1–5 CHIK FAI STREET, NOS. 22–26 MEI TIN ROAD, SHATIN, NEW TERRITORIES

We refer to your instruction for us to value the captioned property (‘‘the Property’’) held by Well Sun Development Limited (the ‘‘Company’’) located in Hong Kong. We confirm that we have carried out property inspection, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market value of the Property as at 31st May 2018 (the ‘‘Valuation Date’’) for public circular purpose of the Company.

This letter which forms part of our valuation report explains the basis and methodologies of valuation, clarifying assumptions, valuation considerations, title investigations and limiting conditions of this valuation.

BASIS OF VALUATION

The valuation is our opinion of the market value (‘‘Market Value’’) which we would define as intended to mean the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably prudently and without compulsion.

Market Value is understood as the value of an asset or liability estimated without regard to costs of sale or purchase and without offset for any associated taxes or potential taxes.

The Market Value is the best price reasonably obtainable in the market by the seller and the most advantageous price reasonably obtainable in the market by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as a typical financing, sale and leaseback arrangements, joint ventures, management agreements, special considerations or concessions granted by anyone associated with the sale, or any element of special value.

– II-1 –

VALUATION REPORT ON THE PROPERTY

APPENDIX II

VALUATION METHODOLOGY

We have valued the Property on market basis and the direct comparison method is adopted where comparison based on prices realized on actual sales of comparable properties is made. Comparable properties of similar size, character and location are analyzed and carefully weighed against all the respective advantages and disadvantages of each property in order to arrive at a fair comparison of market value.

VALUATION CONSIDERATIONS

In valuing the Property interest, we have complied with all the requirements contained in Chapter 5 and 8 to the Rules Governing Valuation of and information on properties and the Qualifications for Listing of Equity Securities issued by The Stock Exchange of Hong Kong Limited and the HKIS Valuation Standards 2017 Edition.

VALUATION ASSUMPTION

Our valuation has been made on the assumption that the owner sells the Property in the market in its existing state without the benefit of deferred term contracts, leasebacks, joint ventures, management agreements or any similar arrangements which would serve to affect the value of the Property.

Unless stated as otherwise, we have assumed that the Property has been constructed, occupied and used in full compliance with, and without contravention of all laws, except only where otherwise stated. We have further assumed that, for any use of the Property upon which this report is based, all required licenses, permit, certificate, and authorizations have been obtained.

We have assumed that the owner of the Property has free and uninterrupted rights to use and dispose of the Property for the whole of the unexpired term of its Government Lease.

Other special assumptions of the Property, if any, have been stated in the footnote of the valuation certificate of the Property.

TITLE INVESTIGATION

We have carried out searches to be made at the Land Registry for the Property located in Hong Kong.

However, we have not verified ownership of the Property or to verify the existence of any amendments which do not appear on the copies handed to us. All documents have been used for reference only.

LIMITING CONDITIONS

We have conducted on-site external inspection to the Property on 11th April 2018 by our Mr. AU-YEUNG Siu Leung Alan who has 13 years experience in property inspection and valuation. During the course of our inspection, we did not note any serious defects. However,

– II-2 –

VALUATION REPORT ON THE PROPERTY

APPENDIX II

no structural survey has been made and we are therefore unable to report whether the Property is free from rot infestation or any other defects. No tests were carried out on any of the services.

We have not been able to carry out detailed on-site measurements to verify the site and floor areas of the Property and we have assumed that the areas shown on the copies of documents handed to us are correct.

We have relied to a considerable extent, on the information provided by the Group and have been accepted advice given to us by the Group on such matters as statutory notices, easements, tenure, occupation, tenancy details, floor area and in the identification of the Property.

We have had no reason to doubt the truth and accuracy of the information provided to us by the Group which are material to the valuation. We have been also advised by the Group that no material facts have been omitted from the information supplied.

No allowance has been made in our valuation for any charges, mortgages or amount owing on any property interests nor for any expense or taxation which may be incurred in effecting a sale. We have assumed that the Property is free from encumbrances, restrictions and outgoings of an onerous nature which could affect its values.

This report is to be used only for the purpose stated herein. Any use or reliance for any other purpose, by you or third parties, is invalid. No reference to our name or our report in whole or in part, in any document you prepare and/or distribute to third parties may be made without written consent.

REMARKS

We have valued the Property in Hong Kong Dollar (HK$).

We enclose herewith the valuation certificate.

Yours faithfully, For and on behalf of CS Surveyors Ltd.

Alan S.L. Au Yeung BSc(Hons) MHKIS MRICS RPS(GP) MANAGER

– II-3 –

VALUATION REPORT ON THE PROPERTY

APPENDIX II

VALUATION CERTIFICATE

Property held for investment

Property

Description and tenure

Market value in its Particulars of existing state as at occupancy 31 May 2018

SHOP I ON G/F, The Subject Property is a corner shop GLAMOUR GARDEN, located at the Ground Floor of Glamous NOS. 1–5 Garden, Tai Wai. It is located in the CHIK FAI STREET, high-density residential area of Shatin. NOS. 22–26 The Subject Building comprises a 24 MEI TIN ROAD, residential storeys over 2-storey SHATIN, recreational/commercial podium. The NEW TERRITORIES building was completed in about 1986.

Tenanted at a HK$31,500,000.00 monthly rental of (HONG KONG HK$110,000.00. DOLLARS THIRTY ONE MILLION AND FIVE HUNDRED THOUSAND ONLY)

13/2320 equal and undivided shares in Sha Tin Town Lot No. 226

As scaled from the registered floor plan, the saleable area (SA) of the Subject Property is 245 sq.ft. or thereabouts.

The existing use of the property is commercial use.

The building condition is reasonable.

The property is held under Government Lease for 99 years commencing from 1st July 1898 (The term is extended until June 30, 2047 under Section 6 of the New Territories Leases (Extension) Ordinance 1988.

The Government Rent is HK$200.00 (Per Annum).

Notes:

The registered owner of the Property is Well Sun Development Limited. It was assigned to the current owner for the consideration of HK$21,000,000.00 registered vide memorial no. 16072101920077 dated 22 June 2016.

1. According to the information from the Land Registry, the Property is subject to the following encumbrances:

2. i. Deed of Mutual Covenant and Management Agreement registered vide memorial no. ST318270 dated 31 January 1986.

3. ii. Copy of Letter of Compliance registered vide memorial no. ST315661 dated 24 January 1986.

4. The Property falls within an area zoned as ‘‘Residential (Group A)’’ under Draft Sha Tin Outline Zoning Plan No. S/ST/33 gazetted on 13 January 2017.

5. The external inspection was performed by Mr. AU-YEUNG Siu Leung on 11 April 2018.

– II-4 –

GENERAL INFORMATION

APPENDIX III

1. 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.

2. DISCLOSURE OF INTERESTS

a. Director’s and chief executive’s interests in the Company

As at the Latest Practicable date, none of the Directors or the chief executive of the Company had or was deemed to have any interests or short positions in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required (i) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules, to be notified to the Company and the Stock

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APPENDIX III

b. Substantial Shareholders and other persons’ interests in Shares and underlying Shares

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of SFO, and so far as is known to the Directors or chief executive of the Company, the following persons (other than a Director or a chief executive of the Company) had, or was deemed or taken to have, an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or who were directly or indirectly interested in 10% or more of the issued voting shares capital of any other member of the Group:

		Number of
		shares and
		underlying	Approximate
		shares of the	percentage of
		Company held	the total issued
	Capacity/Nature of	by each	share capital of
Name	interest	Director	the Company
		(Note 1)	(Note 2)
Lau Lan Ying (Note 3)	Interest in a controlled	322,314,800	25.18%
	corporation	Shares
Wong Kwan Mo (Note 3)	Interest in a controlled	322,314,800	25.18%
	corporation	Shares
Strong Light Investments	Beneficial owner	299,694,000	23.41%
Limited (Note 3)		Shares
Ge Qingfu	Beneficial owner	128,266,200	10.02%
		Shares

Note:

1. All interests stated are long positions.

2. The approximate percentage is calculated based on the total number of issued Shares as at the Latest Practicable Date, being 1,280,000,000 Shares.

3. Strong Light Investments Limited are companies incorporated in Hong Kong. The entire issued share capital of Strong Light Investments Limited are beneficially owned as to 50% by Ms. Lau Lan Ying and 50% by Mr. Wong Kwan Mo (spouse of Ms. Lau Lan Ying). By virtue of SFO, Mr. Wong Kwan Mo is deemed to be interested in all the shares owned by Strong Light Investments Limited and Ms. Lau Lan Ying.

Save as disclosed above and so far as is known to the Directors or chief executive of the Company, there is no person (other than a Director or a chief executive of the Company) had, or was deemed or taken to have, an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock

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APPENDIX III

Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or who were directly or indirectly interested in 10% or more of the issued voting shares capital of any other member of the Group.

3. DIRECTORS’ INTERESTS IN ASSETS, CONTRACTS AND ARRANGEMENTS

As at the Latest Practicable Date:

• (a) none of the Directors had any interest, either direct or indirect, in any assets which have, since 31 March 2017 (being the date to which the latest published audited financial statements of the Group was made up), been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group; and

• (b) none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group which is subsisting as at the Latest Practicable Date and is significant in relation to the business of the Group.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered or proposed to enter into any service contracts with any member of the Group, excluding contracts expiring or determinable by the Group within one year without payment of any compensation (other than statutory compensation).

5. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors, the controlling shareholders (as defined in the GEM Listing Rules) or any of their respective close associates (as defined in the GEM Listing Rules) had any interest in a business which competes or may compete with the business of the Group nor does any of them has or may have any other conflicts of interest with the Group.

6. MATERIAL CONTRACTS

All material contracts (not being contracts entered into in the ordinary course of business) which were entered into by members of the Group within two years immediately preceding the date of this circular and up to the Latest Practicable Date and are or may be material:

• a. the placing agreement dated 21 July 2016 entered into between the Company (as issuer) and FP Sino-Rich Securities & Futures Limited (as placing agent) in relation to the placing of 2,869,886,385 new shares of the Company at a placing price of HK$0.0209 per placing share;

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GENERAL INFORMATION

APPENDIX III

• b. the sale and purchase agreement dated 23 May 2017 entered into between L & A SOLUTIONS LIMITED, a wholly-owned subsidiary of the Company (as purchaser) and Mr. Wong Yat Tung (as vendor) in relation to the acquisition of 50% of the issued share capital of Wealth Power Group Limited (as target company) at a consideration of HK$31,320,000;

• c. the sale and purchase agreement dated 27 July 2017 entered into between Able Rich Management Limited, an indirect wholly-owned subsidiary of the Company (as purchaser) and Mr. Lam Chi Man (as vendor) in relation to the acquisition of the entire issued share capital and all obligations, liabilities and debts owing or incurred by Profit Spread Investment Limited (as target company) at a consideration of HK$30,300,000;

• d. the sale and purchase agreement dated 8 August 2017 entered into among Winsky Management Limited, an indirect wholly-owned subsidiary of the Company (as vendor) and Mr. Li Qiang, Mr. Li Ping, Ms. Li Lijuan and Mr. Shi Xiuping (as purchasers) in relation to disposal of 100% equity interest and all obligations, liabilities and debts owing or incurred by 惠州巿惠嘉織造有限公司 (transliterated as Huizhou Huijia Knitting Company Limited) at a consideration of RMB41,000,000; and

• e. the Provisional Agreement.

7. EXPERT AND CONSENT

The following is the qualification of the expert who has given opinion or advice which is contained in this circular:

Name Qualification

C S Surveyors Limited Independent property valuer

As at the Latest Practicable Date, C S Surveyors Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter dated 11 July 2018 and/or references to its name and/or its advice in the form and context in which they respectively appear.

As at the Latest Practicable Date, C S Surveyors Limited did not have any beneficial interest in the share capital of any member of the Group or any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group or have any interest, either directly or indirectly, in any assets which have been, since 31 March 2017 (being the date to which the latest published audited financial statements of the Group was made up), acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

– III-4 –

GENERAL INFORMATION

APPENDIX III

8. LITIGATION

As at the Latest Practicable Date, the litigation or claims against the Group are as follows:

1. First Litigation relating to the Registration of Shares of the Company

Reference is made to the Company’s announcements dated 9 August 2016, 28 October 2016 and 30 December 2016, and subsequent annual, quarterly and financial reports in relation to the originating summons dated 27 July 2016 filed by (i) Sun Jiyou; (ii) Chen Haiyan; (iii) Liu Jing; (iv) Ling Chuanshun; (v) Zhang Bing; and (vi) Xiao Laiwen as the plaintiffs (collectivity, the ‘‘Plaintiffs of the Registration’’) against the Company and Yang’s Holding Capital Limited as the defendants in the High Court of Hong Kong (the ‘‘Court’’).

The Plaintiffs of the Registration sought, inter alia, (i) orders from the Court that the Company shall register in aggregate of 1,545,000,000 shares of the Company (the ‘‘Relevant Shares’’) which were allegedly transferred from Yang’s Holdings to the Plaintiffs of the Registration; (ii) declaration from the Court that the Plaintiffs of the Registration are the beneficial owners of the Relevant Shares in their respective proportion; and (iii) an injunction, inter alia, that pending registration of the Plaintiffs of the Registration as the registered shareholders of the Company, Yang’s Holdings shall exercise all rights attached to the Relevant Shares (including but not limited to voting rights at general meetings of the Company) according to the instructions of the Plaintiffs of the Registration and, that the Company shall exercise and/or count the votes of the Plaintiffs of the Registration in the general meetings.

The case was consolidated with the Second Litigation relating to the Registration of Shares of the Company (as describe in point 2 below) (together, the ‘‘Consolidated Cases’’) on 28 November 2016. On 7 December 2017, all further proceedings in the Consolidated Cases were stayed pending the Plaintiffs of the Registration and Flying Mortgage Limited payment into Court of HK$1,900,000 as security for costs. As at the Latest Practicable Date, Flying Mortgage and the Plaintiffs of the Registration have not paid the required sum into court and the deadline for the same has already passed.

2. Second Litigation relating to the Registration of Shares of the Company

Reference is made to the Company’s announcement dated 28 October 2016 and subsequent annual, quarterly and financial reports, in relation to the originating summons dated 23 August 2016 filed by Flying Mortgage Limited (‘‘Flying Mortgage’’) as the plaintiff against (i) the Company; (ii) Sun Jiyou; (iii) Chen Haiyan; (iv) Liu Jing; (v) Ling Chuanshun; (vi) Zhang Bing; (vii) Xiao Laiwen; and (viii) Yang’s Holdings Capital Limited (‘‘Yang’s Holdings’’) as the defendants in the Court.

Flying Mortgage sought for (i) a declaration that the Plaintiff is the beneficial owner of 1,545,000,000 shares of the Company which were registered in the name of Yang’s Holdings (‘‘the Shares’’); (ii) a declaration that the Plaintiff is the equitable mortgagee of the Shares under a share charge executed by Yang’s Holdings in favour of the Plaintiff

– III-5 –

GENERAL INFORMATION

APPENDIX III

(‘‘the Share Charge’’); (iii) a declaration that a purported transfer of the Shares from Yang’s Holdings to the 2nd to 7th Defendants shall be null and void or a declaration that the 2nd to 7th Defendants’ interest in the Shares is subject to the Plaintiff’s rights and interests as beneficial owner and/or equitable mortgagee; and (iv) an order for delivery-up of all share certificates issued in respect of the Shares to the Plaintiff.

The case was consolidated with the First Litigation relating to the Registration of Shares of the Company on 28 November 2016. On 7 December 2017, all further proceedings in the Consolidated Cases were stayed pending Flying Mortgage and the Plaintiffs of the Registration’s payment into Court of HK$1,900,000 as security for costs. As at the Latest Practicable Date, Flying Mortgage and the Plaintiffs of the Registration have not paid the required sum into court and the deadline for the same has already passed.

3. Litigation relating to the Share Options

Reference is made to the Company’s announcement dated 2 September 2016 and subsequent annual, quarterly and financial reports. An originating summons (the ‘‘Originating Summons of the Share Options’’) was issued in the Court on 26 August 2016 by Ge Qingfu, Li Quan and Liu Longcheng (collectively, the ‘‘Plaintiffs of the Share Options’’) against the Company and various directors and then-directors of the Company (the ‘‘Then-directors’’), and several grantees of share options of the Company (as announced in the Company’s announcement dated 22 August 2016 (the ‘‘Share Option Announcement’’)).

The Plaintiffs of the Share Options sought inter alia, (i) a declaration that the granting of the 2,000,000,000 share options referred to in the Share Option Announcement (‘‘Purported Options’’) were void and of no legal effect or, alternatively, voidable; (ii) a declaration that any allotment of shares made pursuant to the exercise of any of the Purported Options is void and no legal effect or, alternatively, voidable; (iii) the Company, the then-directors and Mr. Yang (whether acting by themselves, their officers, servants, agents or otherwise howsoever) be restrained from: (1) recognising or giving effect or otherwise taking any step to implement the purported exercise of any of the Purported Options; (2) recognising or giving effect or otherwise taking any step to implement the exercise of any disposition, rights (including voting rights) or power attached to the 1,800,000,000 shares of the Company derived from the exercise of the Purported Options; (3) taking, or procuring the taking, of any steps to alter the issued share capital of the Company save and except for those which are for proper purposes and in the best interests of the Company; (4) taking, or procuring the taking, of any step to frustrate or defeat the requisition contained in the notice of requisition dated 23 August 2016 (the ‘‘Plaintiffs’ Requisition’’) for the purpose of convening an extraordinary general meeting of the Company to be held; or alternatively, an order requiring the Company to convene the extraordinary general meeting set out in the Plaintiffs’ Requisition within 21 days from the date of deposit of the requisition in accordance with Article 12.3 of the Articles of Association.

– III-6 –

GENERAL INFORMATION

APPENDIX III

In the draft injunction order, the Plaintiffs of the Share Options sought the following reliefs against the Company, the Then-directors and Mr. Yang (the ‘‘Ex Parte Injunction Application’’) that until determination of the Legal Proceedings or further order of the Court, the Company, the Then-directors and Mr. Yang (whether acting by themselves, their officers, servants, agents or otherwise howsoever) be restrained from: (i) recognizing or giving effect or to otherwise taking any step to implement the purported exercise of any of Purported Options; (ii) recognizing or giving effect or otherwise taking any step to implement the exercise of any disposition, rights (including voting rights) or power attached to the 1,800,000,000 shares of the Company derived from the exercise of the Purported Options; (iii) taking or procuring the taking, of any steps to alter the issued share capital of the Company save for those which are for proper purposes and in the best interests of the Company; (iv) taking or procuring the taking, of any steps to frustrate or defeat the Plaintiffs’ Requisition for the purpose of convening an Extraordinary General Meeting of the Company to be held and alternately an Order requiring the Company to convene the Extraordinary General Meeting set out in the Plaintiffs’ Requisition within 21 days from the date of deposit of the requisition in accordance with Article 12.3 of the Articles of Association.

The hearing of the Ex Parte Injunction Application was heard on 31 August 2016. In the said hearing, the Company and the Then-directors undertook to the Court, inter alia, not to give effect to the exercise of any of the outstanding 200,000,000 share options and not to alter the issued share capital of the Company without the leave of the Court. Upon the said undertakings, the Court ordered, inter alia, that the Plaintiffs of the Share Options shall issue an inter parte summons by 2 September 2016 identifying the injunctive reliefs sought against the Company and the Then-directors and that the hearing of the Summons will be fixed with 2 days reserved. No injunction order or disclosure order was made against the Company and Then-directors.

On 2 September 2016, the Plaintiffs of the Share Options filed an Inter Parte Summons (the ‘‘Inter Parte Summons’’) seeking the following reliefs against, inter alia, the Company, the Then-directors and Mr. Yang that until further order of the Court, the Company, the Then-directors and Mr. Yang (whether acting by themselves, their officers, servants, agents or otherwise howsoever) be restrained from: (i) recognizing or giving effect or to otherwise taking any step to implement the Purported Options in relation to the exercise of any of the 200,000,000 share options out of the Purported Options, which was described by the Company as having been accepted by the grantee(s) and for which no share has been issued and the excise of any of the 200,000,000 share options out of the Purported Options which the Company described as not having been accepted by the grantee(s) and have lapsed; (ii) recognizing or giving effect or otherwise taking into account the 1,600,000,000 shares in the Company (the ‘‘Impugned Shares’’) issued to and registered in the names of the grantees on 23 August 2016 pursuant to the Purported Options for the following purposes: (a) determining the Plaintiffs of the Share Options’ s shareholding in the Company as at 23 August 2016, the date of the Plaintiffs’ Requisition; (b) challenging or otherwise disputing the Plaintiffs of the Share Options’ s right to convene an extraordinary general meeting of the Company for the purpose of considering the proposed resolutions contained in the Plaintiffs’ Requisition in the event that the Board does not within 21 days of the deposit of the Plaintiff’s Requisition proceed to

– III-7 –

GENERAL INFORMATION

APPENDIX III

convene an extraordinary general meeting; (c) challenging or otherwise disputing the validity of the ‘‘pre-conditional voluntary conditional securities exchange and cash offer’’ contained in the Joint Announcement made by Favourite Number Limited and WLS Holdings Limited on 18 August 2016; (iii) taking or procuring the taking, of any steps to alter the issued share capital of the Company except with the approval of the Court; (iv) taking or procuring the taking, of any steps to frustrate or defeat the Plaintiffs’ Requisition and, alternatively, the Company, the Then-directors and Mr. Yang do convene an Extraordinary General Meeting of the Company to be held for the purpose of considering, inter alia, the proposed resolutions contained in the Plaintiffs’ Requisition within the next 3 days of the order to be made by the Court, or alternatively, the Thendirectors and Mr. Yang do within the next 14 days acquire 1,600,000,000 shares in the Company and return them to the Company for cancellation, whereupon the Company shall within the next 7 days cancel those shares and pay the amount received by the Company from the issue of 1,600,000,000 shares in the Company pursuant to the Purported Options to the Then-directors and Mr. Yang.

The Inter Parte Summons was heard on 1 and 2 November 2016. Upon the Company and the Then-directors’ undertaking to (i) restrain from recognizing, giving effect or otherwise taking any step to implement the Purported Options in relation to the exercise of any of the 200,000,000 share options out of Purported Options, which was described by the Company as having been accepted by the grantee(s) and for which no share has been issued and the exercise of any of the 200,000,000 share options out of the Purported Options, which the Company described as not having been accepted by the grantee(s) and have lapsed; and (ii) restrain from taking or procuring the taking, of any steps to alter the issued share capital of the Company unless and until the Company has given the Plaintiffs of the Share Options 5 working days prior written notice of their intention to do so, the Court has, inter alia, ordered on 2 November 2016 that there be a speedy trial of this proceedings on dates to be fixed.

No other injunction order was made against the Company, the directors and thendirctors of the Company and Mr. Yang. The Company is seeking legal advice in respect of the Legal Proceedings of the Share Options.

The Legal Proceedings of the Share Options were tried on 12 July 2017 to 21 July 2017. Judgment was reserved and no judgment has been handed down as at the Latest Practicable Date.

Save as disclosed above, as at the Latest Practicable Date, to the best of the Directors’ knowledge, information and belief, no member of the Group was engaged in any litigation or claim of material importance and no litigation or claim of material importance is known to the Directors to be pending or threatened by or against any member of the Group.

9. AUDIT COMMITTEE

As at the Latest Practicable Date, the audit committee of the Board (‘‘Audit Committee’’) comprised of three independent non-executive Directors, namely, Mr. Li Kin Ping (‘‘Mr. Li’’), Mr. Ma Chi Ming (‘‘Mr. Ma’’) and Ms. Guo Yan Xia (‘‘Ms. Guo’’), of whom Mr. Li is the chairman of the Audit Committee. The primary duties of the Audit Committee are to make

– III-8 –

GENERAL INFORMATION

APPENDIX III

recommendations to the Board on appointment or reappointment and removal of external auditor; review financial statements of the Company and judgments in respect of financial reporting; and oversee internal control procedures of the Company. The biography of the members of Audit Committee are set out below:

Mr. Li, aged 33, is a member of the Hong Kong Institute of Certified Public Accountants and has over 10 years of experience in accounting and auditing for Hong Kong listed companies and private companies. He is currently an accounting manager of a private company.

Mr. Ma, aged 38, 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 the 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.

Ms. Guo, aged 24, worked as a tour guide in Guangdong SZL International Travel Service Ltd between June 2010 and August 2015. Since 2015, she has joined the insurance and financial advisory industry and is currently working for a financial planning company.

10. GENERAL

• (a) the registered office of the Company is Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104 Cayman Islands.

• (b) the head office and principal place of business of the Company in Hong Kong is Unit No. D, 5th Floor, Wing Hong Centre, No. 18 Wing Hong Street, Kowloon, Hong Kong.

• (c) the compliance officer of the Company is Mr. Ng Ka Ho, who holds a bachelor of Arts Degree in Chinese Literature from Chu Hai College of Higher Education.

• (d) the company secretary of the Company is Ms. Lai Wai Ha of Akron Advisory Limited, an external service provider. Ms. Lai is an associate member of both The Hong Kong Institute of Chartered Secretaries and The Institute of Chartered Secretaries and Administrators in the United Kingdom.

• (e) the branch share registrar and transfer office of the Company in Hong Kong is Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong.

• (f) this circular has been prepared in both English and Chinese. In the case of any discrepancy, the English text shall prevail.

– III-9 –

GENERAL INFORMATION

APPENDIX III

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be made available for inspection during normal business hours at the head office and principal place of business of the Company in Hong Kong at Unit No. D, 5th Floor, Wing Hong Centre, No. 18 Wing Hong Street, Kowloon, Hong Kong from the date of this circular up to the date of the EGM (both days inclusive):

• (a) the memorandum and articles of association of the Company;

• (b) the annual reports of the Company for each of the two years ended 31 March 2016 and 2017;

• (c) valuation report on the Property prepared by C S Surveyors Limited, the full text of which is set out in Appendix II to this circular;

• (d) the material contracts as referred to in the above paragraph headed ‘‘Material Contracts’’ in this appendix;

• (e) the written consent referred to in the paragraph headed ‘‘Expert and consent’’ in this appendix;

• (f) this circular.

– III-10 –

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTOR SUBJECT TO RE-ELECTION

APPENDIX IV

The following are particulars of Mr. Lau, who is proposed to be re-elected at the EGM:

Mr. Lau, aged 38, obtained a bachelor degree in fashion design from Central Saint Martins College of Art & Design in 2001 and a master degree in fashion design from Royal College of Art, London in 2003. Mr. Lau is a UK trained designer with extensive international experiences of the US, European and Asian fashion industries. He has experience in various design positions both internationally and in Hong Kong, and is also involved in a creative academic institution. His notable posts include Chief Designer of China Ting Group from March 2011 to February 2012 and head of design in the Asia Pacific region for Lacoste from February 2012 to October 2012.

Mr. Lau has entered into a service contract with the Company for a term of one year with effect from 16 May 2018. Mr. Lau is entitled to a director’s fee of HK$20,000 per month, which represents the entirety of the monthly remuneration payable to him by the Group. The remuneration of Mr. Lau was determined with reference to the prevailing market condition, his role and responsibilities. Mr. Lau’s appointment is subject to retirement by rotation and reelection at the annual general meeting pursuant to the Articles of Association.

As at the Latest Practicable Date, Mr. Lau is not interested in any shares of the Company within the meaning of Part XV of the SFO. Save as disclosed herein, Mr. Lau confirms that he (i) does not have any relationship with any other Directors, supervisors, senior management, substantial shareholders or controlling shareholder of the Company; (ii) has not held any directorship in any other listed companies in the past three years, nor held any other positions in the Company and/or its subsidiaries; and (iii) there is no other information relating to his appointment that is required to be disclosed pursuant to any provisions under Rule 17.50(2)(h) to (v) of the GEM Listing Rules, nor is there any other matter that needs to be brought to the attention of the Shareholders pursuant to Rule 17.50(2)(w) of the GEM Listing Rules.

– IV-1 –

NOTICE OF EGM

==> picture [73 x 62] 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 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

– EGM-1 –

NOTICE OF EGM

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.

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.

– EGM-2 –