Labixiaoxin Snacks Group Limited — AGM Information 2012

Apr 27, 2012

==> picture [32 x 66] intentionally omitted <==

China Lifestyle Food and Beverages Group Limited 中 國 休 閒 食 品 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1262)

Form of Proxy for the Annual General Meeting

I/We[(Note][1)]

of

being the registered holder(s) of shares[(Note][2)] of US$0.05 each in the share capital of China Lifestyle Food and Beverages Group Limited (the ‘‘Company’’) HEREBY APPOINT THE CHAIRMAN OF THE ANNUAL GENERAL MEETING[(Note][3)] or

of

as my/our proxy to attend and act for me/us at the Annual General Meeting (and any adjournment thereof) of the Company to be held at Gloucester Room, 2nd Floor, Mandarin Oriental, Hong Kong on Thursday, 31 May 2012 at 10: 00 a.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the Notice of Annual General Meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolutions as indicated below[(Note][4)] .

• RESOLUTIONS FOR[(Note][4)] AGAINST[(Note][4)]

• ORDINARY BUSINESS 1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors of the Company and the auditors of the Company for the year ended 31 December 2011.

• 1. To declare a final dividend of RMB0.05 per share for the year ended 31 December 2011 to the shareholders of the Company.
• 1. (a) To re-elect Mr. Zheng Yu Huan as Executive Director; (b) To re-elect Mr. Li Hung Kong as Non-Executive Director; (c) To re-elect Mr. Li Gang as Non-Executive Director; (d) To re-elect Mr. Li Zhi Hai as Independent Non-Executive Director; (e) To re-elect Ms. Sun Kam Ching as Independent Non-Executive Director; and (f) To re-elect Mr. Chung Yau Tong as Independent Non-Executive Director.
• 1. To authorise the board of Directors to fix the Directors’ remuneration. 5. To re-appoint PricewaterhouseCoopers as auditors of the Company and authorise the board of Directors to fix their remuneration.

• SPECIAL BUSINESS 6. To give a general mandate to the directors to allot, issue and deal with additional shares not exceeding 20% of the issued share capital of the Company.

• 1. To give a general mandate to the directors to repurchase shares in the Company not exceeding 10% of the issued share capital of the Company.
• 1. To give a general mandate to extend the general mandate to the directors to allot, issue and deal with additional shares in the Company to include the nominal amount of shares repurchased under resolution No. 7, if passed.
• 1. To consider and approve the change of the name of the Company set out in special resolution number 9 in the Notice of Annual General Meeting.
• 1. To consider and approve the amendment of bye-laws 1, 3, 46, 66 and 134 of the Company’s bye-laws set out in special resolution number 10 in the Notice of Annual General Meeting.
• 1. To consider and approve the new bye-laws of the Company set out in special resolution number 11 in the Notice of Annual General Meeting.

• Dated this day of 2012 Signed[(Note][5)]

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.

2. Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out the words ‘‘THE CHAIRMAN OF THE ANNUAL GENERAL MEETING’’ and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ‘‘AGAINST’’. Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the Notice of Annual General Meeting.

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 or other person duly authorised to sign the same.

6. In the case of joint holders of any share, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, personally or by proxy, the vote of the joint holder whose name stands first in the register of members and 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).

7. To be valid, this form of proxy together with the power of attorney (if any) or other authority under which it is signed (if any) or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof (as the case may be).

8. The proxy need not be a member of the Company 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 at the meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.