Legendary Education Group Ltd. — Proxy Solicitation & Information Statement 2020

Aug 12, 2020

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 a 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 (the “ Company ”), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the 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)

PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT OF THE SHARE OPTION SCHEME, RE-ELECTION OF RETIRING DIRECTOR AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in this circular.

A notice convening the EGM to be held at 5/F, World Interests Building, 8 Tsun Yip Lane, Kwun Tong, Kowloon, Hong Kong on Monday, 7 September 2020 at 3:00 p.m. is set out on pages 12 to 14 of this circular. A form of proxy for use by the shareholders of the Company 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, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s 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, and in such event, the form of proxy shall be deemed to be revoked.

This circular will remain on the GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for seven (7) days from the date of its publication and on the website of the Company at http://www.lna.com.hk.

PRECAUTIONARY MEASURES FOR THE EGM

To safeguard the health and safety of the attendees who will attend the EGM and to prevent the spreading of the coronavirus (COVID-19) pandemic, the following measures will be implemented at the EGM:

• mandatory body temperature check;

• seating at the EGM venue will be arranged so as to allow for appropriate social distancing.

• mandatory wearing of surgical face masks; and

• no refreshments nor corporate gift for attendees.

The Company reserves the right to deny entry into the EGM venue if such person: (i) refuses to comply with any of the above precautionary measures; (ii) is subject to any Hong Kong Government prescribed quarantine; (iii) is having a body temperature of over 37.4 degree Celsius; and/or (iv) has any flu-like symptoms.

For the health and safety of shareholders of the Company, the Company would like to encourage shareholders of the Company to appoint the chairman of the EGM as their proxy to vote on the proposed resolution at the EGM, instead of attending the EGM in person.

Subject to the development of COVID-19, the Company may be required to change the EGM arrangements at short notice. Shareholders should check the Company’s website for further announcements and updates on the EGM arrangements.

13 August 2020

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and midsized 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.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
Characteristics of GEM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Refreshment of Scheme Mandate Limit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Retiring Director. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Closure of Register of Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I – Particulars of Retiring Director Proposed for Re-election. . . . . . . . . . .	10
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

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DEFINITIONS

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

• “Articles of Association” articles of association of the Company “associate(s)” has the same meaning ascribed to it under the GEM Listing Rules

• “Board” the board of Directors “Company” L & A International Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM

• “Director(s)” the director(s) of the Company from time to time “EGM” the extraordinary general meeting of the Company to be held at 5/F, World Interests Building, 8 Tsun Yip Lane, Kwun Tong, Kowloon, Hong Kong on Monday, 7 September 2020 at 3:00 p.m. to consider and, if thought fit, approve, among others, the proposed refreshment of the Scheme Mandate Limit and the proposed re-election of retiring Director

• “GEM” the GEM of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “Group” the Company and/or its Subsidiaries, as the case may be “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 11 August 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“Options” the options granted under the Share Option Scheme to subscribe for Shares in accordance with the terms thereof

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DEFINITIONS

“Scheme Mandate Limit”

the maximum number of Shares which may be allotted and issued upon exercise of all share options to be granted under the Share Option Scheme which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Scheme Mandate Limit by the Shareholders and thereafter, if refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders

“Share Option Scheme” the share option scheme approved and adopted by the Company on 25 September 2014 “Shareholder(s)” holder(s) of the Share(s) “Shares” ordinary share(s) of HK$0.04 each in the capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

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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 Directors: Registered office: Mr. Lau Chun Kavan Maples Corporate Services Limited Ms. Wang Tsz Yue P.O. Box 309 Mr. Yuen Yu Sum Ugland House Mr. Chan Lap Jin Kevin Grand Cayman KY1-1104 Independent non-executive Directors: Cayman Islands

Mr. Chan Pak Qiu

Mr. Ng Chi Ho Dennis Principal place of business in Hong Kong: Mr. Chan Kim Fai Eddie Unit No. D, 5th Floor Wing Hong Centre No. 18 Wing Hong Street, Kowloon Hong Kong

13 August 2020

To the Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT OF THE SHARE OPTION SCHEME, RE-ELECTION OF RETIRING DIRECTOR AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with (i) information relating to the refreshment of the Scheme Mandate Limit; (ii) the re-election of retiring Director; and (iii) the notice convening the EGM.

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LETTER FROM THE BOARD

REFRESHMENT OF SCHEME MANDATE LIMIT

The Shareholders approved and adopted the Share Option Scheme under the written resolution of the Shareholder passed on 25 September 2014. On 25 September 2014, the Shareholder granted the Directors power to issue and allot the Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme and any other schemes (if any) up to a maximum limit (“Scheme Mandate Limit”) of 40,000,000 Shares before the two share subdivisions of the Company having become effective on 21 April 2015 and 23 June 2016 (which became 2,000,000,000 after the two said share subdivisions having become effective), representing 10% of the Shares in issue on 25 September 2014. On 22 July, 2016, the Company granted an aggregate of 1,800,000,000 Options, of which (i) 1,600,000,000 Options had been exercised by the relevant grantees, (ii) 200,000,000 Option had been cancelled, and (iii) no Option had been lapsed in accordance with the Share Option Scheme as at the Latest Practicable Date. After such grant of Options, the Scheme Mandate Limit remained at 200,000,000 Shares.

The details of 1,800,000,000 Options are set out below:

Participants(note) Date of grant Exercisable period Exercise price HK$ Employees 22 July 2016 22 July 2016 – 21 July 2026 0.0256 Consultants 22 July 2016 22 July 2016 – 21 July 2026 0.0256	No. of Options 200,000,000 1,600,000,000
	1,800,000,000

Note: None of the holders of Options is a Director, chief executive or substantial shareholder of the Company, or any of their respective associates (as defined under the GEM Listing Rules).

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LETTER FROM THE BOARD

After the share consolidation of the Company having become effective on 9 October 2017, the remaining Scheme Mandate Limit was adjusted from 200,000,000 Shares to 10,000,000 Shares. On 14 July 2020, the Company granted 10,000,000 Options to Mr. Yuen Yu Sum, an executive Director, of which no Options had been (i) exercised; (ii) cancelled; or (iii) lapsed as at the Latest Practicable Date.

The details of 10,000,000 Options are set out below:

Participants	Date of grant	Exercisable period	Exercise price	No. of Options
			HK$
Mr. Yuen Yu Sum	14 July 2020	14 July 2020 –	HK$0.227	10,000,000
(an executive		13 July 2030
Director)

Save for the refreshment of Scheme Mandate Limit to be proposed at the EGM, there has been no other proposal or approval of any refreshment of Scheme Mandate Limit since the adoption of the Share Option Scheme on 25 September 2014.

As at the Latest Practicable Date, a total of 10,000,000 outstanding Options since the adoption of the Share Option Scheme entitle the holders hereof to subscribe for 10,000,000 Shares, representing 0.7813% of the issued Share capital of the Company. The purpose of the Share Option Scheme is to enable the Group to grant Options to its employees, directors, suppliers, customers, advisers and shareholders as incentive or rewards for their contribution to the Group. In view of the limited number of Shares available under the existing Scheme Mandate Limit, the Board proposes to refresh the Scheme Mandate Limit. The Board considers that the refreshment of the Scheme Mandate Limit is in the interests of the Company and its Shareholders as it enables the Company to have more flexibility in providing incentives to those eligible participants by way of granting of the Options.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,280,000,000 Shares. Assuming no further issue or repurchase of any Shares prior to the EGM, upon refreshing of the Scheme Mandate Limit by Shareholders at the EGM, the Company may grant options entitling holders thereof to subscribe for up to a maximum of 128,000,000 Shares, representing 10% of the Shares in issue as at the date of approval by the Shareholders of the refreshment of the Scheme Mandate Limit at the EGM. Notwithstanding the foregoing, no options may be granted if this will result in the total number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other schemes of the Company to exceed 30% of the Shares in issue at any time. As at the Latest Practicable Date, save for the Share Option Scheme, there is no other share option schemes having been adopted by the Company.

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LETTER FROM THE BOARD

The refreshment of the Scheme Mandate Limit is conditional on:

• (a) the passing of the necessary resolution to approve the refreshment of the Scheme Mandate Limit by the Shareholders at the EGM; and

• (b) the GEM Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares (representing a maximum of 10% of the total number of Shares in issue as at the date of refreshment of the Scheme Mandate Limit) which may fall to be issued pursuant to the exercise of Options under the Share Option Scheme.

Upon the approval of the refreshment of the Scheme Mandate Limit by the Shareholders at the EGM, the limit under the existing Scheme Mandate Limit which was approved by the Shareholders on 25 September 2014 will be revoked and replaced by the new Scheme Mandate Limit and no option can be granted under the existing Scheme Mandate Limit.

Application will be made to the Stock Exchange in granting the listing of, and permission to deal in, the Shares (representing a maximum of 10% of the total number of Shares in issue as at the date of refreshment of the Scheme Mandate Limit) which may fall to be issued pursuant to the exercise of Options under the Share Option Scheme.

An ordinary resolution will be proposed at the EGM to approve the refreshment of the Scheme Mandate Limit on the grant of Options under the Share Option Scheme.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTOR

Reference is made to the announcement of the Company dated 3 August 2020, in which Mr. Chan Lap Jin Kevin was appointed as an executive Director with effect from 3 August 2020.

According to Article 16.2 of the Articles, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at that meeting.

Accordingly, given Mr. Chan Lap Jin Kevin has been appointed as the Director after the date of last general meeting of the Company, he shall retire from office at the EGM and being eligible, will offer himself for re-election at the EGM.

The nomination committee of the Company will review the structure, size and diversity (including gender, age, cultural and educational background, length of service, skills, knowledge and experience etc.) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy. The nominations were made in accordance with the nomination policy of the Company and the objective criteria (including without limitation, skills, knowledge and experience, and potential time commitment for the board and/or committee responsibilities), with due regard for the benefits of diversity as set out under the board diversity policy of the Company.

Details of the retiring Director who is subject to re-election at the EGM are set out in Appendix I to this circular in accordance with the relevant requirements of the GEM Listing Rules.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

The EGM will be held at 5/F, World Interests Building, 8 Tsun Yip Lane, Kwun Tong, Kowloon, Hong Kong on Monday, 7 September 2020 at 3:00 p.m.. For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 2 September 2020 to Monday, 7 September 2020, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the EGM, all share transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share 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 for registration not later than 4:00 p.m. on Tuesday, 1 September 2020.

EXTRAORDINARY GENERAL MEETING

At the EGM, ordinary resolutions will be proposed to the Shareholders to approve, among other things, the refreshment of the Scheme Mandate Limit and the proposed re-election of retiring Director. The notice of EGM is set out on pages 12 to 14 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 in person, you are requested to complete and return it to the Company’s branch share 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 in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before 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, and in such event, the form of proxy shall be deemed to be revoked.

All the resolution(s) proposed to be approved at the EGM will be taken by poll and an announcement will be made by the Company after the EGM on the results of the EGM.

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LETTER FROM THE BOARD

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 Group. 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 document misleading.

RECOMMENDATION

In addition to the recommendation contained in the Circular, the Directors consider that the proposed refreshment of Scheme Mandate Limit, and the proposed re-election of retiring Director as set out in the EGM Notice are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the EGM as set out in the EGM Notice.

No Shareholder is required to abstain from voting in respect of the resolutions to be proposed at the EGM.

By order of the Board L & A International Holdings Limited Wang Tsz Yue Executive Director

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PARTICULARS OF RETIRING DIRECTOR PROPOSED FOR RE-ELECTION

APPENDIX I

The following are particulars of the retiring Director proposed to be re-elected at the EGM.

Mr. Chan Lap Jin Kevin (“Mr. Chan”)

Mr. Chan, aged 35, was appointed as an executive Director on 3 August 2020. Mr. Chan obtained a bachelor degree in Dental Surgery from University of Hong Kong and diploma in Higher Education, School of Dentistry from University of Liverpool. Mr. Chan has over 10 years of experience in corporate strategy, business development and management where he was a founder of a chain of dental clinics in Hong Kong with over 7 dentists and 6 clinics in 2014 (the “ Dental Chain ”). Mr. Chan was responsible for formulating corporate strategies, business development plans and major corporate decisions for the Dental Chain. In addition, Mr. Chan has over 6 years of experience in financial quotient and investment education business. He is an instructor of various property investment courses and seminars with an average of 300 attendees per month. In addition, he is an instructor and course director for memory improvement courses and speed-reading courses with an average of 60 attendees per course. Mr. Chan also involves in the development of tutorial and training businesses in relation to the financial quotient and investment education programs for over 6 years.

Mr. Chan has entered into a service contract with the Company for an initial fixed term of one year with effect from 3 August 2020. He is entitled to a director’s fee of HK$30,000 per month, which represents the entirety of the monthly remuneration payable to him by the Group. The remuneration of Mr. Chan was determined with reference to the prevailing market conditions, his role and responsibilities within the Group. Such remuneration has been approved by the Board and the remuneration committee of the Board (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. Chan is interested in 128,328,000 shares of the Company, representing approximately 10.03% of the issued share capital of the Company.

Mr. Chan was a director of Star Grand Medical Limited (星匯醫療有限公司) (“ Star Grand ”), a private company limited by shares incorporated in Hong Kong, which was dissolved by striking off on 14 July 2014 under section 751 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong). Star Grand was principally engaged in the Chinese Medicine business. To the best of knowledge and belief of Mr. Chan, Star Grand had ceased business and become defunct in 2013. So far as Mr. Chan was aware, the dissolution of Star Grand has not resulted in any liability or obligation being imposed against him.

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PARTICULARS OF RETIRING DIRECTOR PROPOSED FOR RE-ELECTION

APPENDIX I

On 29 March 2018, the Dental Council of Hong Kong (the “ Dental Council ”) found Mr. Chan failed to: (i) carry out adequate pre-operative assessment on a patient in relation to the removal of wisdom teeth; (ii) properly advise the same patient on the possible risks and complications arising from the treatment; and (iii) properly execute the removal of those wisdom teeth, in an incident which was occurred between July 2015 to March 2016 (the “ Incident ”). It was regarded by the Dental Council that the Incident was an unprofessional misconduct on the part of Mr. Chan. As a result, Mr. Chan’s name was removed from the list of registered dentists under the general register of the Dental Council for 3 months from 29 March 2018. He was also reprimanded by the Dental Council.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chan (i) does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) does not have any relationship with any other Directors, supervisors, senior management, substantial shareholders or controlling shareholders (having the meaning ascribed to them in the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the “ GEM Listing Rules ”)) of the Company nor any position in the Company or any of its subsidiaries; (iii) has not held any other major appointments and professional qualifications or directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

Save as disclosed above, there is no further information required to be disclosed pursuant to the requirements of Rule 17.50 (2)(h) to (v) of the GEM Listing Rules and there are no other matters relating to the re-election of Mr. Chan that need to be brought to the attention of the Stock Exchange or the shareholders of the Company.

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NOTICE OF EGM

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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 will be held at 5/ F, World Interests Building, 8 Tsun Yip Lane, Kwun Tong, Kowloon, Hong Kong on Monday, 7 September 2020 at 3:00 p.m., for the purpose of considering and approving the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the approval of the listing of, and permission to deal in, the shares in the share capital of the Company to be issued pursuant to the exercise of options to be granted under the Refreshed Scheme Mandate Limit (as defined below), the refreshment of the limit in respect of the granting of share options under the share option scheme adopted by the Company on 25 September 2014 (the “ Share Option Scheme ”) up to a new 10 per cent limit (the “ Refreshed Scheme Mandate Limit ”) be and is hereby approved provided that (i) the total number of shares of the Company which may be issued upon exercise of options to be granted under the Share Option Scheme on or after the date of passing of this resolution (the “ Refreshed Date ”), together with all options to be granted under any other share option scheme(s) of the Company on or after the Refreshed Date, must not exceed 10 per cent of the number of Shares in issue as at the Refreshed Date; and (ii) options granted prior to the Refreshed Date under the Share Option Scheme or any other share option scheme(s) of the Company (including without limitation those outstanding, cancelled, lapsed or exercised in accordance with the relevant scheme rules of the Company) shall not be counted for the purposes of calculating the Refreshed Scheme Mandate Limit and that the directors of the Company be and are hereby authorized to do all such acts and things and execute all such documents to give effect to the foregoing arrangement and to grant options up to the Refreshed Scheme Mandate Limit and to exercise all powers of the Company to allot, issue or otherwise deal with the shares of the Company pursuant to the exercise of such options.”

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NOTICE OF EGM

1. To re-elect Mr. Chan Lap Jin Kevin as an executive Director.

By order of the Board

L & A International Holdings Limited Wang Tsz Yue Executive Director

Hong Kong, 13 August 2020

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

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

Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxy to attend and, subject to the provisions of the Articles of Association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the Meeting to represent the member. 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. In order to be valid, the form of proxy and the power of attorney (if any), under which it is signed or a notarially certified copy thereof, must be lodged, at the office of 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 less than 48 hours before the time appointed for the holding of the Meeting or any adjourned meeting.

3. Completion and return of a form of proxy will not preclude members of the Company from attending and voting in person at the Meeting or any adjournment thereof should they so wish and in such event, the form of proxy shall be deemed to be revoked.

4. Where there are joint registered holders of any Shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said person as present whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof.

5. For the purpose of determining the entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Wednesday, 2 September 2020 to Monday, 7 September 2020, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify to attend and vote at the Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with 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, for registration not later than 4:00 p.m. on Tuesday, 1 September 2020.

6. 13 -

NOTICE OF EGM

1. As at the date of this notice, the Board comprises Mr. Lau Chun Kavan, Mr. Yuen Yu Sum, Ms. Wang Tsz Yue and Mr. Chan Lap Jin Kevin as executive Directors, and Mr. Chan Pak Qiu, Mr. Ng Chi Ho Dennis and Mr. Chan Kim Fai Eddie as independent non-executive Directors.

2. If Typhoon Signal No. 8 or above, or a “black” rainstorm warning or “external conditions after super typhoons” announced by the Government of Hong Kong is/are in effect any time after 11:00 a.m. on the date of the Meeting, the Meeting will be postponed. The Company will publish an announcement on the website of the Company at www. lna.com.hk and on the “Latest Company Announcements” page of the GEM website at www.hkgem.com to notify shareholders of the Company of the date, time and place of the rescheduled meeting.

3. To safeguard the health and safety of the attendees who will attend the EGM and to prevent the spreading of the coronavirus (COVID-19) pandemic, the following measures will be implemented at the EGM:

4. mandatory body temperature check;

5. seating at the EGM venue will be arranged so as to allow for appropriate social distancing.

6. mandatory wearing of surgical face masks; and

7. no refreshments nor corporate gift for attendees.

The Company reserves the right to deny entry into the EGM venue if such person: (i) refuses to comply with any of the above precautionary measures; (ii) is subject to any Hong Kong Government prescribed quarantine; (iii) is having a body temperature of over 37.4 degree Celsius; and/or (iv) has any flu-like symptoms.

For the health and safety of shareholders of the Company, the Company would like to encourage shareholders of the Company to appoint the chairman of the EGM as their proxy to vote on the proposed resolution at the EGM, instead of attending the EGM in person.

Subject to the development of COVID-19, the Company may be required to change the EGM arrangements at short notice. Shareholders should check the Company’s website for further announcements and updates on the EGM arrangements.

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