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Legendary Education Group Ltd. Proxy Solicitation & Information Statement 2023

Aug 16, 2023

51321_rns_2023-08-16_1efe178d-305c-4640-98e7-8aeb2ee51421.pdf

Proxy Solicitation & Information Statement

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LEGENDARY EDUCATION GROUP LIMITED 傳承教育集團有限公司

(formerly known as Legendary Group Limited 創天傳承集團有限公司 )

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8195)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 1 SEPTEMBER 2023 AT 11:00 A.M.

I/We [(Note 1) ]

of

being the registered holder(s) of [(Note 2)] Limited (the “ Company ”), hereby appoint [(Note 3)] the chairman of the EGM or of

ordinary share(s) of HK$0.0005 each of Legendary Education Group

as my/our proxy to attend the extraordinary general meeting (the “ EGM ”) to be held at 5/F, World Interests Building, 8 Tsun Yip Lane, Kwun Tong, Kowloon, Hong Kong at 11:00 a.m. on Friday, 1 September 2023 (or at any adjournment thereof) and to vote for me/us on my/our behalf at such meeting in respect of the resolutions set out in the notice of the EGM in the manner as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

Ordinary Resolutions FOR(Note 4) AGAINST(Note 4)
1. To approve the termination of the share option scheme adopted by the Company on 25
September 2014 (save with respect to any outstanding, issued and unexercised options
thereof) subject to and conditional upon the 2023 Share Option Scheme (as defined in the
circular of the Company dated 16 August 2023) becoming unconditional and effective.
2. To approve and adopt the 2023 Share Option Scheme and to authorise the directors of
the Company to do all such acts and to enter into all such transactions, arrangements and
agreements as may be necessary or expedient in order to give full effect to the 2023 Share
Option Scheme.

Dated the day of 2023 Signature(s) [(Note 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 in the capital of the Company registered in your name(s).

  3. A proxy needs not be a member of the Company but must attend the EGM in person to represent you. If any proxy other than the chairman of the EGM is preferred, please delete the words “the chairman of the EGM or” and insert the name and address of the proxy desired in the space provided.

  4. Important: If you wish to vote for the resolutions set out above, please tick (“”) the box marked “For”. If you wish to vote against the resolutions, please tick (“”) the box marked “Against” . If this form of proxy returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain from voting at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those set out in the notice convening 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 or attorney duly authorised.

  6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, 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 certified copy thereof, must be deposited at 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 (the “ Branch Share Registrar ”) not later than 48 hours before the time appointed for the holding of the EGM (or at any adjournment thereof).

  8. Any alteration made to this form of proxy be initialled by the person who signs it.

  9. Completion and deposit of this form of proxy will not preclude shareholders from subsequently attending and voting in person at the EGM (or at any adjournment thereof) should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

  • (i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

  • (ii) Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this proxy form.

  • (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the Branch Share Registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.

  • (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Personal Data Privacy Officer of the Branch Share Registrar (address as set out in note 7 above).