Legendary Education Group Ltd. — Proxy Solicitation & Information Statement 2019

Jul 4, 2019

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 MONDAY, 30 SEPTEMBER 2019 AT 11:30 A.M.

I/We (Note 1) of 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/F, J Plus, 35-45B Bonham Strand, Sheung Wan, Hong Kong on Monday, (Note 4) 30 September 2019 at 11:30 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below .

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

	Ordinary Resolutions*	FOR(Note 4)	AGAINST(Note 4)
1.	To receive, consider and adopt the audited consolidated financial statements of theCompany and the reports of the directors of the Company (the “Directors”) and theauditor of the Companyfor theyear ended 31 March 2019.
2.	(a)To re-elect Mr. Lau Chun Kavan as an executive Director.
	(b)To re-elect Ms. WangTsz Yue as an executive Director.
	(c)To re-elect Mr. Li Kin Pingas an independent non-executive Director.
	(d)To re-elect Mr. Chan Kim Fai Eddie as an independent non-executive Director.
	(e)To re-elect Mr. NgChi Ho Dennis as an independent non-executive Director.
	(f)To authorize the board of Directors to fix the remuneration of the Directors.
3.	To re-appoint Crowe (HK) CPA Limited as auditor of the Company and to authorisethe board of Directors to fix its remuneration.
4.	To grant a general mandate to the Directors to allot, issue and deal with additionalshares not exceeding 20% of the total number of issued shares of the Company as atthe date ofpassingthe 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 theresolution(“Repurchase Mandate”).
6.	To extend, conditional upon the above resolutions no. 4 and 5 being duly passed,the Issue Mandate by adding the number of issued share capital of the Companyrepurchased under Repurchase Mandate.

• Please refer to the notice convening the AGM for the full text of the resolutions.

Dated the day of 2019 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, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not later than 48 hours before the time appointed for the holding of the AGM or any adjourned meeting.

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