Legendary Education Group Ltd. — Share Issue/Capital Change 2021

Jan 4, 2021

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31/12/2020

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Date Submitted	L & A International Holdings Limited
	4/1/2021

I. Movements in Authorised Share Capital

1. Ordinary Shares

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(1) Stock code : 08195 Description : Ordinary Shares
Par value Authorised share
No. of ordinary (State capital
shares currency) (State currency)
Balance at close of preceding
month 5,000,000,000,000 HK$0.0001 HK$500,000,000
Increase/(decrease) Nil Nil
Balance at close of the month 5,000,000,000,000 HK$0.0001 HK$500,000,000
(2) Stock code : N/A Description : N/A
Par value Authorised share
No. of ordinary (State capital
shares currency) (State currency)
Balance at close of preceding
month
Increase/(decrease)
Balance at close of the month
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2. Preference Shares

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Stock code : N/A Description : N/A
No. of Par value Authorised share
preference (State capital
shares currency) (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
3. Other Classes of Shares
Stock code : N/A Description : N/A
No. of other Par value Authorised share
classes of (State capital
shares currency) (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
Total authorised share capital at the end of the month HK$500,000,000
(State currency) :
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II. Movements in Issued Share Capital

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No. of ordinary shares No of preference No. of other
(1) (2) shares classes of shares
Balance at close of
preceding month 1,280,000,000 N/A N/A N/A
Increase/ (decrease)
during the month 255,984,000 N/A N/A N/A
Balance at close of
the month 1,535,984,000 N/A N/A N/A
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III. Details of Movements in Issued Share Capital

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Share Options (under Share Option Schemes of the Issuer)
Particulars of No. of new shares of No. of new shares of
share option issuer issued during issuer which may be
scheme the month pursuant issued pursuant
including EGM Movement during the month thereto thereto as at close of
approval date the month
(dd/mm/yyyy) and
class of shares
issuable Granted Exercised Cancelled Lapsed
1. Share
Option Scheme
adopted on Nil Nil Nil Nil Nil 10,000,000
(25/9/2014)
Exercise Price:
HK$0.227 per
Ordinary shares
(Note 1)
2. N/A
( / / )
shares
(Note 1)
3. N/A
( / / )
shares
(Note 1)
Total A. (Ordinary shares) Nil
(Preference shares) N/A
(Other class) N/A
Total funds raised during the month from exercise Nil
of options (State currency)
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Warrants to Issue Shares of the Issuer which are to be Listed

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No. of new
No. of new shares of
shares of issuer which
issuer may be
issued issued
Nominal value during the pursuant
Currency at close of Exercised Nominal value month thereto as at
Description of warrants of nominal preceding during the at close of the pursuant close of the
(Date of expiry - dd/mm/yyyy) value month month month thereto month
1. N/A
( / / )
Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy) ( / / )
2. N/A
( / / )
Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy) ( / / )
3. N/A
( / / )
Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy) ( / / )
4. N/A
( / / )
Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy) ( / / )
Total B. (Ordinary shares) N/A
(Preference shares) N/A
(Other class) N/A
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Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

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No. of new
No. of new shares of
shares of issuer which
issuer may be
issued issued
Amount at during the pursuant
Currency of close of Converted Amount at month thereto as at
amount preceding during the close of the pursuant close of the
Class and description outstanding month month month thereto month
1. N/A
Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)) ( / / )
2. N/A
Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy) ( / / )
3. N/A
Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy) ( / / )
4. N/A
Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy) ( / / )
Total C. (Ordinary shares) N/A
(Preference shares) N/A
(Other class) N/A
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Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)

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No. of new shares of
No. of new shares issuer which may be
of issuer issued
issued pursuant
Full particulars including EGM approval date (dd/mm/yyyy), during the month thereto as at close of
pursuant thereto
if applicable, and class of shares issuable: the month
1. N/A
( / / )
shares (Note 1)
2. N/A
( / / )
shares (Note 1)
3. N/A
( / / )
shares (Note 1)
Total D. (Ordinary shares) N/A
(Preference shares) N/A
(Other class) N/A
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Other Movements in Issued Share Capital

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No. of new No. of
shares of new
issuer issued shares
during the of issuer
month which
pursuant may be
thereto issued
pursuant
thereto
as at
close of
the
Type of Issue month
Class of shares _
issuable (Note 1)
1. Rights issue At price : [State ] Issue and allotment ( / / )
currency date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
Class of shares
issuable (Note 1) ________
2. Open offer At price : [State ] Issue and allotment
currency date : (dd/mm/yyyy) ( / / )
EGM approval date:
( / / )
(dd/mm/yyyy)
N/A N/A
Class of shares Ordinay
issuable (Note 1) Shares
3. Placing At price : [State ] HK$0.345 Issue and allotment
currency date : (dd/mm/yyyy) (22/12/2020)
EGM approval date:
( N/A )
(dd/mm/yyyy)
255,984,000 N/A
Class of shares __
issuable (Note 1)
Issue and allotment ( / / )
4. Bonus issue
date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
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No. of new No. of
shares of new
issuer issued shares
during the of issuer
month which
pursuant may be
thereto issued
pursuant
thereto
as at
close of
the
Type of Issue month
Class of shares _
issuable (Note 1)
5. Scrip dividend At price : [State ] Issue and allotment ( / / )
currency date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
Class of shares _
repurchased (Note 1)
6. Repurchase of Cancellation date : ( / / )
shares (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
Class of shares _
redeemed (Note 1)
7. Redemption of Redemption date : ( / / )
shares (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
Class of shares _
issuable (Note 1)
8. Consideration At price : [State ] Issue and allotment ( / / )
issue currency date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
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No. of new No. of
shares of new
issuer issued shares
during the of issuer
month which
pursuant may be
thereto issued
pursuant
thereto
as at
close of
the
Type of Issue month
Class of shares _
issuable (Note 1)
9. Capital Issue and allotment ( / / )
reorganisation date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
Class of shares _
issuable (Note 1)
10. Other
(Please At price : [State ] Issue and allotment ( / / )
currency
specify) date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy) N/A N/A
Total E. Ordinary shares) N/A
(Preference shares) N/A
(Other class) N/A
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255,984,000 Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) N/A (2) N/A Total increase / (decrease) in preference shares during the month (i.e. Total of A to E): Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to N/A E): (These figures should be the same as the relevant figures under II above (“Movements in Issued Share Capital”).)

(These figures should be the same as the relevant figures under II above (“Movements in Issued Share Capital”).)

IV. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III which has not been previously disclosed in a return published under rule 17.27A, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

(i) all money due to the listed issuer in respect of the issue of securities has been received by it;

• (ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited under “Qualifications of listing” have been fulfilled;

• (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

• (iv) all the securities of each class are in all respects identical (Note 3) ; (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;

• (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;

• (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

• (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Remarks (if any):

On 27 November 2020, the Company entered into the placing agreement with the placing agent, ShineNex Securities Limited for the placing of 255,984,000 ordinary shares to not less than six placees (each of whom (and its ultimate beneficial owners(s), where applicable) is an independent third party) at the placing price of HK$0.345 per share respectively. Such placing was completed on 22 December 2020. Please refer to the Company’s announcements dated 27 November 2020 and 22 December 2020 respectively for more details.

Submitted by: Yuen Yu Sum

Title:

Director

(Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return.

3. “Identical” means in this context:

• the securities are of the same nominal value with the same amount called up or paid up;

• they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and

• they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

4. If there is insufficient space, please append the prescribed continuation sheet.