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

Feb 27, 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 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 thi s 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.

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 CAPITAL REORGANISATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Financial adviser to the Company

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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, 23 March 2020 at 11:00 a.m. is set out on pages EGM-1 to EGM-3 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 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 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 www.hkgem.com on the “Latest Company Announcements” page for a minimum seven (7) days from the date of its posting and on the Company’s website at www.lna.com.hk.

28 February 2020

CONTENTS

	Page
CHARACTERISTICS OF GEM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

— i —

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the 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.

— ii —

DEFINITIONS

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

• “Authorised Share Capital the increase of the authorised share capital of the Increase” Company (immediately after the Capital Reduction) from HK$1,250,000 divided into 12,500,000,000 New Shares of par value of HK$0.0001 each to HK$500,000,000 divided into 5,000,000,000,000 New Shares of par value of HK$0.0001 each, by the creation of 4,987,500,000,000 additional New Shares of par value of HK$0.0001 each

• “Board”

the board of Directors

• “Capital Reduction”

• the reduction of the share capital of the Company by: (i) the cancellation of HK$0.0399 paid-up capital on each issued Share such that each issued Share shall be treated as one fully paid-up share of HK$0.0001 each in the capital of the Company; and (ii) the reduction of the par value of each and every unissued Share from HK$0.04 to HK$0.0001

• “Capital Reorganisation”

• the proposed reorganisation of the share capital of the Company involving the Capital Reduction, the Share Premium Cancellation and the Authorised Share Capital Increase

• “CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “Companies Law”

• the Companies Law (2020 Revision) of the Cayman Islands, as amended or modified from time to time

• “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, the issued shares of which are listed on GEM (Stock Code: 8195)

• “Court”

• The Grand Court of the Cayman Islands

• “Director(s)”

• director(s) of the Company

— 1 —

DEFINITIONS

• “EGM” the extraordinary general meeting of the Company to be convened and held for the Shareholders to consider and approve, among other things, the Capital Reorganisation and the transactions contemplated thereunder

• “GEM” GEM of the Stock Exchange

• “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM

• “Group” the Company and its subsidiaries

• “HKSCC” Hong Kong Securities Clearing Company Limited

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 25 February 2020, being the latest practicable date before the printing of this circular for the purpose of ascertaining certain information contained herein

• “Listing Committee” has the meaning ascribed thereto under the GEM Listing Rules

• “New Share(s)” ordinary share(s) of HK$0.0001 each in the capital of the Company upon the Capital Reorganisation becoming effective

• “Share(s)” ordinary share(s) of HK$0.04 each in the share capital of the Company as at the date hereof and before the Capital Reorganisation becoming effective

• “Shareholder(s)” holder(s) of the Share(s) or New Share(s) (as the case may be)

• “Share Premium Cancellation”

• the proposed cancellation of the entire amount standing to the credit of the share premium account of the Company

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “HK$”

Hong Kong dollars, the lawful currency of Hong Kong

• per cent.

“%”

— 2 —

EXPECTED TIMETABLE

Subject to the conditions (as disclosed in the paragraph headed “Conditions of the Capital Reorganisation”) being fulfilled, the Capital Reorganisation will become effective after the Court’s approval and registration of the order of the Court confirming the Capital Reduction and the minutes approved by the Court containing the particulars required under the Companies Law with respect to the Capital Reduction, which is expected to take approximately three months from the date of the EGM.

The expected timetable for the Capital Reorganisation is set out below:

Event

Time and Date

Latest date and time for lodging transfer of Shares in order to be qualified for attendance and voting at the EGM

4:00 p.m. on Tuesday, 17 March 2020

• Closure of register of members of the Company for transfer of Shares to determine the right to attend and vote at the EGM (both days inclusive)

Wednesday, 18 March 2020 to Monday, 23 March 2020

• Latest time for return of proxy form of the EGM (not less than 48 hours prior to time of the EGM)

11:00 a.m. on Saturday, 21 March 2020

• Record date for attendance and voting at the EGM

Monday, 23 March 2020

Expected date and time of the EGM

Announcement of results of the EGM

11:00 a.m. on Monday, 23 March 2020 Monday, 23 March 2020

— 3 —

EXPECTED TIMETABLE

The following events are conditional on the results of the EGM and the timetable/ availability of and compliance with any requirements imposed by the Court. The dates are therefore tentative.

Event

Time and Date

Effective date of the Capital Reorganisation

First day for the free exchange of existing share certificates of Shares into new share certificates of New Shares

Friday, 19 June 2020 Friday, 19 June 2020

Commencement of dealings in the New Shares 9:00 a.m. on Friday, 19 June 2020 Last day of free exchange of existing share Wednesday, 29 July 2020 certificates for new share certificates for the New Shares

Notes:

• (1) All times and dates in this circular refer to Hong Kong local times and dates.

• (2) Dates or deadlines specified in this circular are indicative only. Any changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

— 4 —

LETTER FROM THE BOARD

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, Ugland House Mr. Yuen Yu Sum Grand Cayman, KY1-1104 Cayman Islands

Independent non-executive Directors: Head office and principal place of business in Mr. Chan Kim Fai Eddie Hong Kong: Mr. Ng Chi Ho Dennis Unit No. D, 5th Floor Mr. Chan Pak Qiu Wing Hong Centre No. 18 Wing Hong Street Kowloon, Hong Kong

28 February 2020

To the Shareholders

Dear Sir/Madam,

PROPOSED CAPITAL REORGANISATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement dated 14 February 2020 in relation to the Capital Reorganisation. The purpose of this circular is to provide you among other things, details of (i) the Capital Reorganisation; and (ii) the notice convening the EGM.

— 5 —

LETTER FROM THE BOARD

PROPOSED CAPITAL REORGANISATION

The Board proposes to implement the Capital Reorganisation which will involve the following:

• (1) the proposed Capital Reduction whereby the share capital of the Company will be reduced by: (i) the cancellation of HK$0.0399 paid-up capital on each issued Share such that each issued Share shall be treated as one fully paid-up share of HK$0.0001 each in the capital of the Company; and (ii) the reduction of the par value of each and every unissued Share from HK$0.04 to HK$0.0001;

• (2) the proposed Share Premium Cancellation whereby upon the Capital Reduction becoming effective, the entire amount standing to the credit of the share premium account of the Company will be cancelled;

• (3) the credit arising from the Capital Reduction and Share Premium Cancellation will be applied towards offsetting the accumulated deficit of the Company as at the effective date of the Capital Reduction, thereby reducing the accumulated deficit of the Company. The balance of credit (if any) will be transferred to a distributable reserve account of the Company and be applied for such purposes as permitted by all applicable laws and the memorandum and articles of association of the Company and as the Board considers appropriate; and

• (4) immediately following the Capital Reduction, the proposed Authorised Share Capital Increase whereby the authorised share capital of the Company will be increased from HK$1,250,000 divided into 12,500,000,000 New Shares of par value of HK$0.0001 each to HK$500,000,000 divided into 5,000,000,000,000 New Shares of par value of HK$0.0001 each, by the creation of 4,987,500,000,000 additional New Shares of par value of HK$0.0001 each.

— 6 —

LETTER FROM THE BOARD

Effect of the Capital Reorganisation

Assuming there will be no change in the issued share capital of the Company from the Latest Practicable Date up to the effective date of the Capital Reorganisation, the share capital structure of the Company will be as follows:

		Immediately after the
	As at the	Capital Reorganisation
	Latest Practicable Date	becoming effective
Par value	HK$0.04 per Share	HK$0.0001 per New Share
Authorised share capital	HK$500,000,000	HK$500,000,000
	divided into	divided into
	12,500,000,000	5,000,000,000,000
	Shares	New Shares
Number of issued shares	1,280,000,000	1,280,000,000
	Shares	New Shares
Amount of the issued share	HK$51,200,000	HK$128,000
capital
Number of unissued shares	11,220,000,000	4,998,720,000,000
	Shares	New Shares
Amount of unissued share	HK$448,800,000	HK$499,872,000
capital

According to the annual report of the Company for the year ended 31 March 2019 (the “ Annual Report ”), the share premium account of the Company amounted to approximately HK$618.1 million. Based on the number of Shares in issue as at the Latest Practicable Date, as a result of the Capital Reduction, a credit of approximately HK$51.1 million will arise in the books of the Company. The credit arising from the Capital Reduction and Share Premium Cancellation will be applied to set-off the accumulated deficit of the Company as at the effective date of the Capital Reorganisation. The balance of credit (if any) will be transferred to a distributable reserve account of the Company and be applied for such purposes as permitted by all applicable laws and the memorandum and articles of association of the Company and as the Board considers appropriate. According to the Annual Report, the total accumulated deficit of the Company was approximately HK$666.6 million as at 31 March 2019.

— 7 —

LETTER FROM THE BOARD

All New Shares in issue will rank pari passu in all respects with each other.

Save for the application of the credit arising from the Capital Reduction and Share Premium Cancellation towards offsetting the accumulated deficit of the Company and expenses to be incurred in relation to the Capital Reorganisation, the Directors consider that the Capital Reorganisation will have no effect on the underlying assets, business operations, management or financial position of the Company or the proportional interests of the Shareholders.

The Company has no outstanding share options, warrants and convertible securities as at the Latest Practicable Date.

Conditions of the Capital Reorganisation

The Capital Reorganisation is conditional upon the:

• (i) passing of the necessary resolution(s) to approve the Capital Reorganisation by the Shareholders by way of poll at the EGM;

• (ii) approval of the Capital Reduction by the Court;

• (iii) compliance with any conditions which the Court may impose in relation to the Capital Reduction;

• (iv) registration by the Registrars of Companies in the Cayman Islands of the order of the Court confirming the Capital Reduction and the minutes approved by the Court containing the particulars required under the Companies Law with respect to the Capital Reduction;

• (v) Listing Committee granting the approval for the listing of, and the permission to deal in, the New Shares upon the Capital Reorganisation becoming effective; and

• (vi) the compliance with all relevant procedures and requirements under Cayman Islands Law (if applicable) and the GEM Listing Rules to effect the Capital Reorganisation.

The Capital Reorganisation will become effective when the conditions mentioned above are fulfilled. Upon the approval by the Shareholders of the Capital Reorganisation at the EGM, the legal advisors to the Company (as to the Cayman Islands Law) will apply to the Court for hearing date(s) to confirm the Capital Reduction and further announcement(s) (if any) will be made to inform the Shareholders of the progress of the matter as and when appropriate.

— 8 —

LETTER FROM THE BOARD

As at the Latest Practicable Date, none of the above conditions have been fulfilled.

Reasons for the Capital Reorganisation

The credit arising from the Capital Reduction and Share Premium Cancellation will be applied towards offsetting the accumulated deficit of the Company as at the effective date of the Capital Reorganisation. As noted above, as at 31 March 2019, the total accumulated deficit of the Company was approximately HK$666.6 million. The accumulated deficit was mainly incurred from operating losses over the past five years. The Board is of the view that the elimination of the Company’s accumulated deficit will facilitate any dividend payment by the Company, subject to the Company’s performance and when the Board considers that it is appropriate to do so in the future.

As such, the Board is of the view that the Capital Reorganisation is beneficial to and in the best interests of the Company and Shareholders as a whole.

Application for listing of the New Shares

Application will be made to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation.

No part of the share capital of the Company is listed or dealt in, and no listing or permission to deal is being or is proposed to be sought, on any other stock exchange other than the Stock Exchange. Subject to the granting of the listing of, and permission to deal in, the New Shares on the Stock Exchange, the New Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the New Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Free exchange of certificates for New Shares and trading arrangement

Subject to the Capital Reorganisation becoming effective, Shareholders may, during the period from Friday, 19 June 2020 to Wednesday, 29 July 2020 (both days inclusive), submit share certificates for the Shares to 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, to exchange,

— 9 —

LETTER FROM THE BOARD

at the expense of the Company, for new certificates of the New Shares. Thereafter, each existing share certificate will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be from time to time be specified by the Stock Exchange) for each new share certificate issued for the New Shares or each existing share certificate submitted for cancellation, whichever the number of certificates issued or cancelled is higher. With effect from Thursday, 30 July 2020, trading will only be in New Shares in the form of new share certificates, and the existing share certificates will cease to be valid for delivery, trading and settlement purpose, but they will continue to be good evidence of legal title and may be exchanged for new share certificates for the New Shares.

The new share certificates for the New Shares will be issued in green colour in order to distinguish them from existing share certificates for the existing Shares which are in blue colour.

WARNING

Shareholders and potential investors should note that the Capital Reorganisation is conditional upon satisfaction of conditions precedent set out in the paragraph headed “Conditions of the Capital Reorganisation” above. Therefore, the Capital Reorganisation may or may not proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

EGM

The EGM will be convened and held at 11:00 a.m. on Monday, 23 March 2020 at 5/F, World Interests Building, 8 Tsun Yip Lane, Kwun Tong, Kowloon, Hong Kong for the Shareholders to consider, and if thought fit, to approve the Capital Reorganisation. The notice convening the EGM is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the meeting is enclosed. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon 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 to the office of 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. The completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

— 10 —

LETTER FROM THE BOARD

The voting in relation to the Capital Reorganisation at the EGM will be conducted by poll in accordance with the GEM Listing Rules.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as no Shareholders have a material interest in the Capital Reorganisation, no Shareholders are required to abstain from voting on the resolution to be proposed at the EGM.

INTEREST OF THE COMPLIANCE ADVISER

As notified by the compliance adviser of the Company, Central China International Capital Limited (“ CCIC ”), as at the Latest Practicable Date, except for the compliance adviser agreement entered into between the Company and CCIC dated 25 June 2019, neither CCIC nor its directors, employees or close associates (as defined in the GEM Listing Rules) had any interests in relation to the Company or in the share capital of any member of the Group which is required to be notified to the Group pursuant to Rule 6A.32 of the GEM Listing Rule.

COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or controlling shareholders of the Company 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 have or may have any other conflicts of interest with the Group.

RECOMMENDATION

The Directors are of the opinion that the Capital Reorganisation is in the best interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of the resolution to be proposed at the EGM.

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 circular misleading.

— 11 —

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

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 Yuen Yu Sum

Executive Director

— 12 —

NOTICE OF EGM

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 11:00 a.m. on Monday, 23 March 2020 at 5/F, World Interests Building, 8 Tsun Yip Lane, Kwun Tong, Kowloon, Hong Kong for the purpose of considering and, if thought fit, passing with or without modification the following resolution as a special resolution:

SPECIAL RESOLUTION

“ THAT , subject to and conditional upon (i) the approval of the Capital Reduction (as defined below) by the Grand Court of the Cayman Islands (the “ Court ”); (ii) the compliance with any conditions which the Court may impose in relation to the Capital Reduction; (iii) the registration by the Registrar of Companies of the Cayman Islands of the order of the Court confirming the Capital Reduction and the minutes approved by the Court containing the particulars required under the Companies Law (2020 Revision) of the Cayman Islands, as amended or modified from time to time, with respect to the Capital Reduction; (iv) the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting approval for the listing of, and permission to deal in, the New Shares (as defined below) upon the Capital Reorganisation (as defined below); and (v) the compliance with all relevant procedures and requirements under Cayman Islands Law (if applicable) and the Rules Governing the Listing of Securities on GEM to effect the Capital Reorganisation, with effect from the date on which the aforesaid conditions are fulfilled (the “ Effective Date ”):

• (a) the share capital of the Company be reduced (the “ Capital Reduction ”) by (i) the cancellation of HK$0.0399 paid-up capital on each issued share of the Company (the “ Share(s) ”) such that each issued Share shall be treated as one fully paid-up share of HK$0.0001 each in the capital of the Company; and (ii) the reduction of the par value of each and every unissued Share from HK$0.04 to HK$0.0001 (collectively, the “ New Share(s) ”);

— EGM-1 —

NOTICE OF EGM

• (b) immediately following the Capital Reduction becoming effective, the entire amount standing to the credit of the share premium account of the Company be cancelled (the “ Share Premium Cancellation ”);

• (c) the credit arising from the Capital Reduction and Share Premium Cancellation be applied towards offsetting the accumulated deficit of the Company as at the Effective Date, thereby reducing the accumulated deficit of the Company. The balance of credit (if any) be transferred to a distributable reserve account of the Company and be applied for such purposes as permitted by all applicable laws and the memorandum and articles of association of the Company and as the board (the “ Board ”) of directors of the Company (the “ Directors ”) considers appropriate;

• (d) immediately following the Capital Reduction becoming effective, the authorised share capital of the Company be increased from HK$1,250,000 divided into 12,500,000,000 New Shares of par value of HK$0.0001 each to HK$500,000,000 divided into 5,000,000,000,000 New Shares of par value of HK$0.0001 each, by the creation of 4,987,500,000,000 additional New Shares of par value of HK$0.0001 each (the “ Authorised Share Capital Increase ”);

• (e) all of the New Shares resulting from the Capital Reorganisation (as defined below) to rank pari passu in all respects with each other within the same class and have the same rights and be subject to the same restrictions in respect of the ordinary shares contained in the memorandum and articles of association of the Company; and

• (f) the Directors be and are hereby authorised generally to take all necessary steps and do all such acts and things and execute all such documents, including under the seal of the Company, where applicable, as they consider necessary or expedient to implement and give effect to the Capital Reduction, the Share Premium Cancellation and the Authorised Share Capital Increase (collectively, the “ Capital Reorganisation ”).”

By order of the Board

L & A International Holdings Limited

Yuen Yu Sum

Executive Director

Hong Kong, 28 February 2020

— EGM-2 —

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. 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 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 for holding the Meeting or 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, 18 March 2020 to Monday, 23 March 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 branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited, at 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, 17 March 2020.

6. All voting at the Meeting shall be conducted by poll.

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

8. If Typhoon Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 7:00 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.

— EGM-3 —