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

Feb 27, 2020

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 EXTRAORDINARY GENERAL MEETING (“EGM”) TO BE HELD AT 11:00 A.M. ON MONDAY, 23 MARCH 2020 OR ANY ADJOURNMENT THEREOF

I/ We (Note 1) of

being the registered holder(s) of (Note 2) in the capital of L & A International Holdings Limited (the “ Company ”), hereby appoint

ordinary share(s) of HK$0.04 each (the “ Share(s) ”) ”), hereby appoint (Note 3) the chairman of the EGM or,

of

as my/our proxy to attend the EGM to be held at 5/F, World Interests Building, 8 Tsun Yip Lane, Kwun Tong, Kowloon, Hong Kong on Monday, 23 March 2020 at 11:00 a.m. (or any adjournment thereof) for the purpose of considering and, if thought fit, passing the special resolution set out in the notice dated 28 February 2020 convening the EGM (the “ Notice ”) and at the EGM (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the special resolution as indicated below or, if no such indication is given, as my/our proxy thinks fit and to vote on behalf of me/us and in my/ our name(s) on any other resolutions duly proposed at the EGM as my/our proxy thinks fit.

		SPECIAL RESOLUTION	#	FOR	(Note 4)	AGAINST	(Note 4)
	To approve	the Capital Reorganisation comprising the	Capital Reduction, the Share
	Premium Cancellation and the Authorised Share Capital Increase (each as described
	and defined	in the Notice).
#Please refer		to the Notice for the full text of the special resolution.
Signature(s)		(Note 5)	Date				2020

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. If any proxy other than the chairman of the EGM is preferred, strike out the words “the chairman of the EGM or” and insert the name and address of the proxy desired in the space provided. If no name is inserted, the chairman of the EGM will act as your proxy. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IF YOU WISH TO VOTE ALL OF YOUR SHARES FOR THE RESOLUTION(S), PLEASE INDICATE WITH a " ✓ ” IN THE BOX(ES) MARKED “FOR”. IF YOU WISH TO VOTE ALL OF YOUR SHARES AGAINST THE RESOLUTION(S), PLEASE INDICATE WITH a “ ✓ ” IN THE BOX(ES) MARKED AGAINST. IF YOU WISH TO VOTE SOME OF YOUR SHARES FOR THE RESOLUTION(S) AND SOME OF YOUR SHARES AGAINST THE RESOLUTION(S), PLEASE INSERT IN THE RELEVANT BOX(ES) MARKED “FOR” THE NUMBER OF SHARES TO BE VOTED FOR THE RESOLUTION(S), AS APPLICABLE, AND PLEASE INSERT IN THE RELEVANT BOX(ES) MARKED “AGAINST” THE RELEVANT NUMBER OF SHARES TO BE VOTED AGAINST THE RESOLUTION(S), AS APPLICABLE. If this form of proxy is returned duly signed, but without any such indication, the proxy will be entitled to vote or abstain at his discretion in respect of that resolution. Your proxy will also be entitled to vote at his discretion on any resolution(s) properly put to the EGM other than that referred to in the Notice (including amendments to resolution(s) which may be by properly put to the EGM).

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, attorney or other person duly authorised.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy or by representative, will be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority is determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

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 thereof must be deposited with the branch share registrar and transfer office of the Company 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 holding the EGM or any adjournment thereof (as the case may be) .

8. Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or, if he holds two or more shares, more proxies to attend and vote on his behalf. A proxy need not be a Shareholder but must attend the meeting in person to represent you.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the EGM (or any adjourned meeting thereof) if you so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

10. Shareholders or their proxies attending the EGM shall produce their identity documents.