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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Lifestyle Food and Beverages Group Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchange 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.

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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)

RENEWAL OF

GENERAL MANDATE TO ISSUE SHARES AND

TO REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS, PROPOSED CHANGE OF COMPANY NAME, AMENDMENTS TO BYE-LAWS

ADOPTION OF NEW BYE-LAWS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at Gloucester Room, 2nd Floor, Mandarin Oriental, Hong Kong on 31 May 2012 at 10: 00 a.m. is set out on pages 20 to 27 of this circular. Whether or not you intend to be present and vote at the Annual General Meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong share registrar, Tricor Investor Services Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting. The completion of a form of proxy will not preclude you from attending and voting at the Annual General Meeting in person should you so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.

30 April 2012

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I — Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . . .	8
Appendix II — Details of the Directors to be re-elected . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix III — Summary of the Proposed Amendments to the Existing Bye-laws . . .	17
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20

– i –

DEFINITIONS

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

‘‘Annual General the annual general meeting of the Company to be held at Meeting’’ Gloucester Room, 2nd Floor, Mandarin Oriental, Hong Kong on 31 May 2012 at 10: 00 a.m., for the purpose of considering and if thought fit, approving the resolutions proposed in this circular, or any adjournment thereof
‘‘associate(s)’’ has the same meaning ascribed to it under the Listing Rules
‘‘Board’’ the Board of Directors
‘‘Bye-laws’’ the bye-laws of the Company as amended, modified or otherwise supplemented from time to time
‘‘Company’’ China Lifestyle Food and Beverages Group Limited (中國休閒食品集團有限公司), an exempted company incorporated in Bermuda with limited liability and the Shares of which are listed on the Stock Exchange
‘‘Companies Act’’ the Companies Act 1981 of Bermuda, as amended, supplemented or otherwise modified from time to time
‘‘connected person(s)’’ has the same meaning ascribed to it under the Listing Rules
‘‘Director(s)’’ the director(s) of the Company
‘‘General Mandate’’ a general and unconditional mandate to be granted to the Directors to allot, issue, and otherwise deal with new Shares and other securities with an aggregate nominal amount not exceeding the sum of 20% of the issued share capital of the Company as at the date of passing of the relevant resolutions, and the aggregate nominal value of the share capital of the Company repurchased by the Company (if any)
‘‘Group’’ the Company and its subsidiaries
‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong
‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China
‘‘Latest Practicable 26 April 2012, being the latest practicable date prior to the Date’’ printing of this circular for ascertaining certain information in this circular
‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

– 1 –

DEFINITIONS

‘‘New Bye-laws’’ the new bye-laws of the Company which consolidates all of the proposed amendments as set out in the notice of AGM, which shall be adopted subject to the approval of the Shareholders by way of passing the requisite special resolution of the AGM
‘‘PRC’’ The People’s Republic of China, but shall not include Hong Kong, the Macau Special Administrative Region and Taiwan for the purpose of this circular
‘‘Repurchase Mandate’’ a general and unconditional mandate to the Directors to exercise the power of the Company to repurchase Shares in the capital of the Company up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the relevant resolutions
‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
‘‘Share(s)’’ ordinary shares of US$0.05 each in the share capital of the Company
‘‘Shareholder(s)’’ holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘substantial has the same meaning ascribed to it under the Listing Rules shareholder(s)’’
‘‘Takeovers Code’’ The Hong Kong Code on Takeovers and Mergers ‘‘United States’’ the United States of America ‘‘US$’’ United States dollar, the lawful currency of the United States ‘‘%’’ per cent.

– 2 –

LETTER FROM THE BOARD

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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)

Executive Directors: Mr. Zheng Yu Long (Chairman) Mr. Zheng Yu Shuang (Chief Executive Officer) Mr. Zheng Yu Huan

Non-executive Directors: Mr. Li Hung Kong (Vice-chairman) Mr. Li Gang Independent Non-executive Directors: Mr. Li Zhi Hai Ms. Sun Kam Ching Mr. Chung Yau Tong

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda Place of Business in Hong Kong: Room 1104 Asia-Pac Commercial Centre 10 North Point Road North Point Hong Kong

30 April 2012

To the Shareholders

Dear Sir/Madam

RENEWAL OF

GENERAL MANDATE TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, PROPOSED CHANGE OF COMPANY NAME, AMENDMENTS TO BYE-LAWS ADOPTION OF NEW BYE-LAWS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting for (i) the renewal of the General Mandate and the Repurchase Mandate; (ii) the extension of the General Mandate to include Shares

– 3 –

LETTER FROM THE BOARD

repurchased pursuant to the Repurchase Mandate; (iii) the re-election of retiring Directors; (iv) the proposed change of company name and (v) the proposed amendments to the Byelaws.

RENEWAL OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

By a written resolution passed by the shareholders of the Company on 25 November 2011, resolutions were passed giving general mandates to the Directors (i) to allot and issue Shares with an aggregate nominal value not exceeding 20% of the aggregate nominal value of the issued share capital of the Company as at the date of passing of the relevant resolutions and (ii) to repurchase shares in the capital of the Company up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolutions. Such general mandates will expire at the conclusion of the forthcoming Annual General Meeting.

At the Annual General Meeting, separate ordinary resolutions will be proposed:

(a) to grant the General Mandate to the Directors to exercise the powers of the Company to allot and issue Shares with an aggregate nominal value not exceeding 20% of the aggregate nominal value of the issued share capital of the Company as at the date of passing the resolution. The General Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by the Bye-laws or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company;
(b) to grant the Repurchase Mandate to the Directors to exercise all powers of the Company to repurchase issued Shares subject to the criteria set out in this circular. Under such Repurchase Mandate, the maximum number of Shares that the Company may be repurchased shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution. As at the Latest Practicable Date, the number of Shares in issue is 1,125,600,000 Shares. Subject to the passing of the proposed ordinary resolution approving the granting of the Repurchase Mandate and no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 112,560,000 Shares, being 10% of the entire issued share capital of the Company as at the date of passing of the resolution in relation thereof. The Repurchase Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by the Bye-laws or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company; and
(c) subject to the passing of the aforesaid ordinary resolutions of the General Mandate and the Repurchase Mandate, to extend the number of Shares to be issued and allotted under the General Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

– 4 –

LETTER FROM THE BOARD

In accordance with the Listing Rules, an explanatory statement is set out in Appendix I to this circular to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution to renew the grant of the Repurchase Mandate at the Annual General Meeting.

RE-ELECTION OF RETIRING DIRECTORS

In accordance to bye-law 83(2) of the Company’s Bye-law, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Members after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. And in accordance to bye-law 84(1) of the Company’s Bye-law, one third of the Directors shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years. Accordingly Mr. Zheng Yu Huan, Mr. Li Hung Kong, Mr. Li Gang, Mr. Li Zhi Hai, Ms. Sun Kam Ching and Mr. Chung Yau Tong will retire at the Annual General Meeting and, being eligible, will offer themselves for re-election as Directors at the Annual General Meeting.

At the Annual General Meeting, ordinary resolutions will be proposed to re-elect Mr. Zheng Yu Huan as Executive Director, Mr. Li Hung Kong and Mr. Li Gang as Nonexecutive Directors, and Mr. Li Zhi Hai, Ms. Sun Kam Ching and Mr. Chung Yau Tong as Independent Non-executive Directors. The biographical details of such Directors to be reelected as required to be disclosed under the Listing Rules are set out in Appendix II to this circular.

PROPOSED CHANGE OF COMPANY NAME

Proposed Change of Company Name

The Board proposes to change the name of the Company from ‘‘China Lifestyle Food and Beverages Group Limited’’ to ‘‘Labixiaoxin Snacks Group Limited’’ and the secondary name of the Company from ‘‘中國休閒食品集團有限公司’’ to ‘‘蠟筆小新休閒食品集團有限公司’’ (‘‘Proposed Change of Company Name’’). Such proposal is subject to the passing of a special resolution by the Shareholders and the Registrar of Companies in Bermuda granting approval for the use of the new name.

Reasons for the Proposed Change of Company Name

The Board considers that the Proposed Change of Company Name can more clearly reflect the brand name and nature of business conducted by the Group. The Board is of the opinion that the Proposed Change of Company Name will benefit the Company’s business development and is in the interests of the Company and the shareholders as a whole. Given that the Group has registered the trademarks of ‘‘Labixiaoxin’’ in the PRC and Hong Kong and that substantially all of the Group’s domestic sales have been generating from the products bearing the brand name of ‘‘Labixiaoxin’’, the Board is of view that the Proposed Change of Name will not cause any market confusion to the public.

– 5 –

LETTER FROM THE BOARD

Conditions of the Proposed Change of Company Name

The Proposed Change of Company Name is subject to the following:

(1) the passing of a special resolution by the Shareholders to approve the Proposed Change of Company Name at the Annual General Meeting; and
(2) the granting of the approval for the Proposed Change of Company Name by the Registrar of Companies in Bermuda.

The relevant filing with the Registrar of Companies in Bermuda will be made after the passing of the special resolution at the Annual General Meeting. The Company will carry out the necessary filing procedures with the Companies Registry in Hong Kong under Part XI of the Companies Ordinance (Chapter 32 of the laws of Hong Kong) upon the Proposed Change of Company Name becoming effective.

Effects of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any rights of the existing Shareholders. All existing share certificates in issue bearing the present name of the Company shall continue to be evidence of title to such shares and valid for trading, settlement and registration purposes. There will not be any arrangement for exchange of the existing share certificates. Once the Proposed Change of Company Name becomes effective, new share certificates will be issued under the new name of the Company.

The Company intends to change its stock short names upon the Proposed Change of Company Name becoming effective and further announcement on the change of name of the Company and the change in stock short names will be made once the Proposed Change of Company Name has become effective and the proposed change in stock short names has been approved by The Stock Exchange of Hong Kong Limited.

AMENDMENTS TO THE BYE-LAWS AND ADOPTION OF NEW BYE-LAWS

The Board proposes to seek the approval of the Shareholders at the Annual General Meeting for the amendments to the existing Bye-laws and the adoption of the New Byelaws, the provisions of which will principally reflect recent changes brought about by the amendments to the current requirements of the laws of Bermuda. A summary of the proposed amendments to the existing Bye-laws is set out in Appendix III to this circular.

The proposed amendments to the Bye-laws and the adoption of the New Bye-laws are subject to the approval of the Shareholders by way of passing the requisite special resolutions at the Annual General Meeting and shall come into effect upon the passing of such special resolutions at the Annual General Meeting.

Shareholders are advised that the Bye-laws are available only in English and the Chinese translation of the amendments to the Bye-laws provided in the notice of Annual General Meeting in Chinese is for reference only. In case of any inconsistency, the English version shall prevail.

– 6 –

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

The Company will convene the Annual General Meeting at Gloucester Room, 2nd Floor, Mandarin Oriental, Hong Kong on 31 May 2012 at 10: 00 a.m. at which resolutions will be proposed for the purpose of considering and if thought fit, approving the resolutions set out in the notice of the Annual General Meeting as set out on pages 20 to 27 of this circular.

A form of proxy for use in connection with the Annual General Meeting is enclosed herewith. Whether or not you intend to be present and vote at the Annual General Meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. The completion and delivery of a form of proxy will not preclude you from attending and voting at the Annual General Meeting in person should you so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked. Pursuant to Rule 13.39(4) of the Listing Rules, voting by the Shareholders at the Annual General Meeting will be by poll.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquires, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATION

The Directors consider that the renewal of the General Mandate and the Repurchase Mandate and the re-election of Directors are in the best interests of the Company as well as its Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully By Order of the Board Zheng Yu Long Chairman

– 7 –

APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the Annual General Meeting for approving the Repurchase Mandate. This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules which is set out as follows:

1. SHARE CAPITAL

As at the Latest Practicable Date, there was a total of 1,125,600,000 Shares in issue. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased during the period from the Latest Practicable Date to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 112,560,000 Shares, being 10% of the issued share capital of the Company as at the date of the passing of the relevant resolution at the Annual General Meeting.

2. REASONS FOR SHARE REPURCHASE

The Directors have no present intention to repurchase any Shares but consider that the ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value of the Company and/or its earning per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

As compared with the financial position of the Company as at 31 December 2011 (as disclosed in its latest audited financial statements for the year ended 31 December 2011), the Directors consider that there would not be any material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchase were to be carried out in full during the proposed repurchase period. In the circumstances, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would have a material adverse impact on the working capital or gearing ratio of the Company.

3. FUNDING OF REPURCHASE

The Company is empowered by its memorandum of association and Bye-laws to repurchase its Shares. In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Bye-laws and the laws of Bermuda. The laws of Bermuda provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the paid up on the relevant shares, or the funds of the Company that would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for that purpose. The amount of premium payable on repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company before the shares are repurchased.

– 8 –

APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

Under the laws of Bermuda, no purchase by a company of its own shares may be effected if, on the date on which the purchase is to be effected, there are reasonable grounds for believing that the company is, or after the purchase would be, unable to pay its liabilities as they become due. In accordance with the laws of Bermuda, the shares so repurchased would be treated as cancelled but the aggregate amount of authorised share capital would not be reduced.

4. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their associates, has any present intention to sell any Shares to the Company in the event that the Repurchase Mandate is granted by the Shareholders.

No connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/ she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is granted by the Shareholders.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the Bye-laws and the laws of the Bermuda.

6. EFFECT OF TAKEOVERS CODE

A repurchase of Shares by the Company may result in an increase in the proportionate interests of a substantial shareholder of the Company in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Alliance Food and Beverages (Holding) Company Limited (‘‘Alliance Holding’’), a substantial shareholder of the Company, and its associates hold 721,123,587 Shares or approximately 64.10% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase the Shares which is proposed to be granted pursuant to the Repurchase Mandate, the shareholdings of Alliance Holding and its associates in the Company would be increased to approximately 71.18% of the then issued share capital of the Company, and such increase would not give rise to an obligation to make a mandatory general offer under Rule 26 of the Takeovers Code. The Company has no intention to exercise the Repurchase Mandate to such extent that it would give rise to an obligation to make a mandatory offer under the Takeovers Code or result in the amount of shares held by the public being reduced to less than 25% of the issued share capital of the Company.

– 9 –

APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

7. SHARE REPURCHASES BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) since the Company were listed on the Stock Exchange on 9 December 2011 up to the Latest Practicable Date.

8. SHARE PRICES

During the period from 9 December 2011 to the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:

	Highest	Lowest
	HK$	HK$
2011
December (Note)	2.65	2.02
2012
January	2.35	1.98
February	2.51	2.23
March	2.75	2.43
April (up to the Latest Practicable Date)	2.71	2.42

Note: Shares of the Company were listed on the Stock Exchange on 9 December 2011.

– 10 –

APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

The biographical details of the Directors proposed to be re-elected at the Annual General Meeting are set out as follows:

ZHENG YU HUAN (鄭育煥)

Executive Director

Mr. Zheng, aged 41, is our executive Director. He was appointed as our Director on 15 June 2004 and was re-designated as an executive Director on 23 September 2011. Mr. Zheng is primarily responsible for our sales and marketing operations, including formulating our advertising and promotional programs. Mr. Zheng is one of the founders of our jelly products business and is also a director of a number of our subsidiaries including LBXX International and Timeluck. Mr. Zheng has over 15 years of experience in sales and marketing of snack food products. He joined us in 2000 as a deputy general manager of LBXX Fujian. From 1996 to 2000, Mr. Zheng was a general manager of the sales and marketing department of Jinjiang Weili Foods Co., Ltd. (晉江市味力食品有限公司). Mr. Zheng received his master’s degree in business administration from Renmin University of China (中國人民大學) in 2006. Mr. Zheng graduated from an executive development program for senior management from Xiamen University (廈門大學) in December 2010. Mr. Zheng has also assumed several social positions, such as a representative of the Eleventh Jinjiang Chinese People’s Political Consultative Conference (中國人民政治協商會議第十一屆福建省晉江市委員會) since 2006, the vicepresident of the Sixth Fujian Provincial Youth Federation (第六屆福建省青年聯合會), and member of the Tenth Fujian Provincial Youth Federation (第十屆福建省青年聯合會). He was recognized as one of the China Industrial Economy Top 10 Outstanding Youth (中國工業經濟十大傑出青年) in December 2009 by China Industrial Forum (中國工業論壇). Mr. Zheng is the brother of Mr. Zheng Yu Long, Mr. Zheng Yu Shuang and the brother-inlaw of Mr. Li Hung Kong.

Save as disclosed in this circular, Mr. Zheng did not have any directorship in any other listed public companies in the last three years.

Mr. Zheng is a director of Alliance Food and Beverages (Holding) Company Limited (‘‘Alliance Holding’’) which is the controlling shareholder of the Company interested in 610,915,527 shares of the Company (‘‘Shares’’) as at the Latest Practicable Date, Mr. Zheng does not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong (Chapter 571 of the Laws of Hong Kong) (‘‘SFO’’). Save as being a shareholder and the director of Alliance Holding, Mr. Zheng is not related to any other directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Zheng entered a three years service contract with the Company and he was appointed with specific terms. In accordance with the bye-laws of the Company, he will hold office until the annual general meeting to be held in 2012 and will then be eligible for re-election; thereafter he will retire by rotation and will be eligible for re-election provided that he shall be subject to retirement at least once every three years. Mr. Zheng receives a director’s fee of RMB800,000 per annum which is determined by the Board with reference to his experience, duties and responsibilities, and to prevailing market conditions. Mr.

– 11 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Zheng shall also be entitled to discretionary bonus, share options under the share option scheme of the Company and other incentives as determined by the remuneration committee of the Company from time to time with reference to the remuneration policy of the Company. The total amount of director’s remuneration of Mr. Zheng for the year ended 31 December 2011 was RMB800,000.00.

Save as disclosed above, Mr. Zheng has confirmed that there is no other matter that needs to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Hong Kong Listing Rules.

LI HUNG KONG (李鴻江)

Vice Chairman and Non-Executive Director

Mr. Li, aged 43, is our vice-chairman and non-executive Director. He was appointed as our Director on 1 June 2004 and was re-designated as a non-executive Director on 23 September 2011. He is an experienced entrepreneur who has over 17 years of experience in investing and managing manufacturing business. He is also a director of a number of our subsidiaries, including LBXX Investments, LBXX Holdings, LBXX Fujian and Timeluck. Mr. Li joined us in 2000 as a director of LBXX Fujian. Prior to joining us, Mr. Li founded the following companies in the 1990s, Jinjiang Xingtai Packing Wear Co., Ltd. (晉江市興泰包裝用品有限公司), Fujian Huatai Packing Co., Ltd. (福建華泰包裝用品有限公司), companies engaged in the paper packaging business, and Jen Yuon Trading Co. (晉融貿易公司), a company engaged in commercial trading, and has been as a director in each of these companies since their establishment. Mr. Li is a brother-in-law of Mr. Zheng Yu Long, Mr. Zheng Yu Shuang and Mr. Zheng Yu Huan.

Save as disclosed in this circular, Mr. Li did not have any directorship in any other listed public companies in the last three years.

Mr. Li is a director of Alliance Food and Beverages (Holding) Company Limited (‘‘Alliance Holding’’) which is the controlling shareholder of the Company interested in 610,915,527 shares of the Company (‘‘Shares’’) as at the Latest Practicable Date, Mr. Li does not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong (Chapter 571 of the Laws of Hong Kong) (‘‘SFO’’). Save as being a shareholder and the director of Alliance Holding, Mr. Li is not related to any other directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Li entered a one year service contract with the Company and he was appointed with specific terms. In accordance with the bye-laws of the Company, he will hold office until the annual general meeting to be held in 2012 and will then be eligible for re-election; thereafter he will retire by rotation and will be eligible for re-election provided that he shall be subject to retirement at least once every three years. Mr. Li receives a director’s fee of HK$200,000 per annum which is determined by the Board with reference to his experience, duties and responsibilities, and to prevailing market conditions. Mr. Li shall also be entitled to discretionary bonus, share options under the share option scheme of the Company and

– 12 –

APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

other incentives as determined by the remuneration committee of the Company from time to time with reference to the remuneration policy of the Company. The total amount of director’s remuneration of Mr. Li for the year ended 31 December 2011 was HK$12,602.74.

Save as disclosed above, Mr. Li has confirmed that there is no other matter that needs to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Hong Kong Listing Rules.

LI GANG (李鋼)

Non-Executive Director

Mr. Li, aged 37, is our non-executive Director. He was appointed as our non-executive Director on 24 October 2011. Mr. Li has over 12 years of experience in financial management, investor relations and private equity. From 1996 to 2003, Mr. Li was with Agricultural Bank of China, Heilongjiang branch (中國農業銀行黑龍江分行), where he last held the position of the operations manager of the international business division. He served as a quantity analyst in China Securities Co., Ltd. (中信建投證券有限責任公司) in early 2007 and a institution strategy analyst of China Asset Management Co., Ltd. (華夏基金管理有限公司) from 2007 to 2008. From 2008 to 2010, Mr. Li served as the general manager of investment management department of COFCO Trust Co., Ltd. (中糧信託有限責任公司). He is currently the general manager of investment management department of COFCO Agricultural Industry Fund Management Co., Ltd. (中糧農業產業基金管理有限責任公司). Mr. Li received a bachelor’s degree in economy from China Institute of Finance (中國金融學院) in 1996 and a master’s degree in finance from Concordia University in 2005. Mr. Li is a chartered member of the Chartered Financial Analysts Institute.

Save as disclosed in this circular, Mr. Li did not have any directorship in any other listed public companies in the last three years.

Mr. Li does not have any relationship with any Director, senior management or substantial or controlling Shareholders of the Company and does not have any interest in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

– 13 –

APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

LI ZHI HAI (李志海)

Independent Non-Executive Director

Mr. Li, aged 57, is our independent non-executive Director. He was appointed as our independent non-executive Director on 23 September 2011. Mr. Li has over 20 years of experience in the traditional Chinese medicine and health food industries and held key leadership positions in institutions and societies, including the director of the Specialist Research Center of the China Traditional Chinese Medicine Association (中華中醫藥學會專病研究所) from 2002 to 2004. Mr. Li currently serves as the dean of Tangshan Chinese and Western Medicine Specialist Hospital (唐山中西醫專科醫院) since 1990, the director of Beijing Guofang Traditional Chinese Medicine Research Center (北京國方中醫藥研究院) since 2001, the vice-president of the China Medicine Culture Research Center (中國藥文化研究會) since 2004, and the director of the CHC National Food Production Association (CHC全國高科技食品產業化委員會) since 2007.

Save as disclosed in this circular, Mr. Li did not have any directorship in any other listed public companies in the last three years.

Mr. Li entered a one year letter of appointment with the Company and he was appointed with specific terms. In accordance with the bye-laws of the Company, he will hold office until the annual general meeting to be held in 2012 and will then be eligible for re-election; thereafter he will retire by rotation and will be eligible for re-election provided that he shall be subject to retirement at least once every three years. Mr. Li receives a director’s fee of HK$200,000 per annum which is determined by the Board with reference to his experience, duties and responsibilities, and to prevailing market conditions. Mr. Li shall also be entitled to discretionary bonus, share options under the share option scheme of the Company and other incentives as determined by the remuneration committee of the Company from time to time with reference to the remuneration policy of the Company. The total amount of director’s remuneration of Mr. Li for the year ended 31 December 2011 was HK$12,602.74.

– 14 –

APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

SUN KAM CHING (孫錦程)

Independent Non-Executive Director

Ms. Sun, aged 39, is our independent non-executive Director. She was appointed as our independent non-executive Director on 23 September 2011. Ms. Sun has over 15 years of experience in business administration and financial management. Ms. Sun joined Jinjiang Aile Group (晉江愛樂集團) (‘‘Jinjiang Aile’’) in 1996 and held various positions in Jinjiang Aile, including head of the sales department of Jinjiang Aile Shoes and Clothing Co., Ltd. (晉江愛樂鞋服公司), a subsidiary of Jinjiang Aile, from 1996 to 2000, the chief sales planning officer of Jinjiang Aile since 2003, and the chief financial officer of Jinjiang Aile since 2005. Ms. Sun has also been responsible for the image consultancy of Jinjiang Aile and is involved in the management of certain subsidiaries of Jinjiang Aile, including Jinjiang Aile Holiday Hotel (晋江愛樂假日酒店) and Shishi Aile Holiday Hotel (石獅愛樂假日酒店) since 2000. Ms. Sun received a bachelor’s degree in business administration from Huaqiao University (華僑大學) in 1994. She also attended the training course for independent nondirectors conducted by the Shenzhen Stock Exchange in 2008.

Save as disclosed in this circular, Ms. Sun did not have any directorship in any other listed public companies in the last three years.

Ms. Sun does not have any relationship with any Director, senior management or substantial or controlling Shareholders of the Company and does not have any interest in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Ms. Sun entered a one year letter of appointment with the Company and she was appointed with specific terms. In accordance with the bye-laws of the Company, she will hold office until the annual general meeting to be held in 2012 and will then be eligible for re-election; thereafter she will retire by rotation and will be eligible for re-election provided that she shall be subject to retirement at least once every three years. Ms. Sun receives a director’s fee of HK$200,000 per annum which is determined by the Board with reference to her experience, duties and responsibilities, and to prevailing market conditions. Ms. Sun shall also be entitled to discretionary bonus, share options under the share option scheme of the Company and other incentives as determined by the remuneration committee of the Company from time to time with reference to the remuneration policy of the Company. The total amount of director’s remuneration of Ms. Sun for the year ended 31 December 2011 was HK$12,602.74.

Save as disclosed above, Ms. Sun has confirmed that there is no other matter that needs to be brought to the attention of the Shareholders in connection with her re-election and there is no other information that should be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Hong Kong Listing Rules.

– 15 –

APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

CHUNG YAU TONG (鍾有棠)

Independent Non-Executive Director

Mr. Chung, aged 39, is our independent non-executive Director. He was appointed as our independent non-executive Director on 23 September 2011. Mr. Chung has over 16 years of experience in audit practice, financial management and compliance assurance of listed companies in Hong Kong. From 1994 to 2000, Mr. Chung was with PricewaterhouseCoopers, where he last held the position of a manager. Mr. Chung was with CITIC 21CN Company Limited (Stock code: 00241) from 2000 to 2005, where he last held the position as the group financial controller. He was a qualified accountant of Gome Electrical Appliances Holding Company Limited (Stock code: 00493) from 2005 to March 2007. Mr. Chung was the financial controller and company secretary of Vongroup Limited (Stock code: 00318) from March 2007 to December 2007. He currently serves as the financial controller and company secretary of Chaoyue Group Limited (Stock code: 00147) since 2008. Mr. Chung received a bachelor’s degree in business administration from The University of Hong Kong in 1994. He is a fellow of the Association of Chartered Certified Accountants and a certified public accountant of the Hong Kong Institute of Certified Public Accountants.

Save as disclosed in this circular, Mr. Chung did not have any directorship in any other listed public companies in the last three years.

Mr. Chung does not have any relationship with any Director, senior management or substantial or controlling Shareholders of the Company and does not have any interest in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Mr. Chung entered a one year letter of appointment with the Company and he was appointed with specific terms. In accordance with the bye-laws of the Company, he will hold office until the annual general meeting to be held in 2012 and will then be eligible for re-election; thereafter he will retire by rotation and will be eligible for re-election provided that he shall be subject to retirement at least once every three years. Mr. Chung receives a director’s fee of HK$200,000 per annum which is determined by the Board with reference to his experience, duties and responsibilities, and to prevailing market conditions. Mr. Chung shall also be entitled to discretionary bonus, share options under the share option scheme of the Company and other incentives as determined by the remuneration committee of the Company from time to time with reference to the remuneration policy of the Company. The total amount of director’s remuneration of Mr. Chung for the year ended 31 December 2011 was HK$12,602.74.

Save as disclosed above, Mr. Chung has confirmed that there is no other matter that needs to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Hong Kong Listing Rules.

– 16 –

SUMMARY OF THE PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS

APPENDIX III

A summary of all the proposed amendments to the existing Bye-laws are set out below. The Company proposes to effect these amendments by way of adopting an amended and restated Bye-laws.

1. Bye-law 1

By deleting the existing definition of the ‘‘Company’’ in Bye-law 1 and substituting therefor the following:

‘‘‘‘Company’’ Labixiaoxin Snacks Group Limited 蠟筆小新休閒食品集團有限公司’’

2. Bye-law 3

By deleting the existing Bye-law 3(3) in its entirety and substituting therefor the following:

‘‘3. (3) Subject to compliance with the rules and regulations of the Designated Stock Exchange and any other relevant regulatory authority, the Company may give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company.’’

3. Bye-law 46

By deleting the existing Bye-law 46 in its entirety and substituting therefor the following:

‘‘46. Subject to these Bye laws, any Member may transfer all or any of his shares in any manner permitted by and in accordance with the rules of the Designated Stock Exchange or by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time.’’

– 17 –

SUMMARY OF THE PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS

APPENDIX III

4. Bye-law 66

By deleting the existing Bye-law 66 in its entirety and substituting therefor the following:

‘‘66. (1) Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Bye laws, at any general meeting on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Bye-law, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/ or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views.
(2) Where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded:
- (a) by at least three Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or
- (b) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and representing not less than one tenth of the total voting rights of all Members having the right to vote at the meeting; or

– 18 –

APPENDIX III

SUMMARY OF THE PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS

(c) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all shares conferring that right.

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by the Member.’’

5. Bye-law 134

By deleting the existing Bye-law 134 in its entirety and substituting therefor the following:

‘‘134. No dividend shall be paid or distribution made out of contributed surplus if to do so would render the Company unable to pay its liabilities as they become due or the realisable value of its assets would thereby become less than its liabilities.’’

– 19 –

NOTICE OF ANNUAL GENERAL MEETING

==> 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)

NOTICE IS HEREBY GIVEN that the annual general meeting of China Lifestyle Food and Beverages Group Limited (the ‘‘Company’’) will be held at Gloucester Room, 2nd Floor, Mandarin Oriental, Hong Kong on 31 May 2012 at 10: 00 a.m. for the following purposes:

ORDINARY BUSINESS

To receive, consider and adopt the audited consolidated financial statements and the reports of the directors of the Company (the ‘‘Directors’’) and the auditors of the Company for the year ended 31 December 2011;
To declare a final dividend of RMB0.05 per share for the year ended 31 December 2011 to the shareholders of the Company;
To re-elect the following Directors:
(a) Mr. Zheng Yu Huan as Executive Director;
(b) Mr. Li Hung Kong as Non-executive Director;
(c) Mr. Li Gang as Non-executive Director;
(d) Mr. Li Zhi Hai as Independent Non-executive Director;
(e) Ms. Sun Kam Ching as Independent Non-executive Director; and
(f) Mr. Chung Yau Tong as Independent Non-executive Director.
To authorise the board of Directors to fix the Directors’ remuneration;
To re-appoint PricewaterhouseCoopers as auditors of the Company and authorise the board of Directors to fix their remuneration;

– 20 –

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL BUSINESS

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

‘‘THAT:

(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) shall be in addition to any other authorisation gives to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the share option scheme of the Company approved by The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’); or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the byelaws of the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and
(iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in general meeting; and

– 21 –

NOTICE OF ANNUAL GENERAL MEETING

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the Directors to holders of ordinary shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any regulatory body or any stock exchange in, any territory outside Hong Kong).’’;

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

‘‘THAT:

(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase issued shares in the capital of the Company, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its shares at a price determined by the Directors;
(c) the aggregate nominal amount of shares of the Company which are authorised to be purchased by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in general meeting.’’;

– 22 –

NOTICE OF ANNUAL GENERAL MEETING

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

‘‘THAT conditional upon the passing of resolutions nos. 6 and 7 above, the general mandate to the Directors pursuant to resolution no. 6 be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of share capital of the Company purchased by the Company under the authority granted pursuant to the resolution no. 7, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.’’

To consider and, if thought fit, pass the following resolution as a special resolution of the Company:

‘‘THAT

(a) subject to and conditional upon approval of the Registrar of Companies in Bermuda, the change of the name of the Company from ‘‘China Lifestyle Food and Beverages Group Limited’’ to ‘‘Labixiaoxin Snacks Group Limited’’ and the secondary name of the Company from ‘‘中國休閒食品集團有限公司’’ to ‘‘蠟筆小新休閒食品集團有限公司’’ be and is hereby approved: and
(b) any director of the Company be and is hereby authorised to do all such acts and execute all such documents to give effect to the change of Company name.’’
To consider and, if thought fit, pass the following resolution as a special resolution of the Company:

‘‘THAT the bye-laws of the Company (the ‘‘Bye-laws’’) be and are hereby amended as follows:

Bye-law 1

By deleting the existing definition of the ‘‘Company’’ in Bye-law 1 and substituting therefor the following:

‘‘‘‘Company’’ Labixiaoxin Snacks Group Limited 蠟筆小新休閒食品集團有限公司’’

– 23 –

NOTICE OF ANNUAL GENERAL MEETING

2. Bye-law 3

By deleting the existing Bye-law 3(3) in its entirety and substituting therefor the following:

‘‘3. (3) Subject to compliance with the rules and regulations of the Designated Stock Exchange and any other relevant regulatory authority, the Company may give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company.’’

3. Bye-law 46

By deleting the existing Bye-law 46 in its entirety and substituting therefor the following:

‘‘46. Subject to these Bye laws, any Member may transfer all or any of his shares in any manner permitted by and in accordance with the rules of the Designated Stock Exchange or by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time.’’

– 24 –

NOTICE OF ANNUAL GENERAL MEETING

4. Bye-law 66

By deleting the existing Bye-law 66 in its entirety and substituting therefor the following:

‘‘66. (1) Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Bye laws, at any general meeting on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Bye-law, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views.
(2) Where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded:
- (a) by at least three Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or
- (b) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and representing not less than one tenth of the total voting rights of all Members having the right to vote at the meeting; or

– 25 –

NOTICE OF ANNUAL GENERAL MEETING

(c) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all shares conferring that right.

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by the Member.’’

5. Bye-law 134

By deleting the existing Bye-law 134 in its entirety and substituting therefor the following:

‘‘134. No dividend shall be paid or distribution made out of contributed surplus if to do so would render the Company unable to pay its liabilities as they become due or the realisable value of its assets would thereby become less than its liabilities.’’’’
To consider and, if thought fit, pass the following resolution as a special resolution of the Company:

‘‘THAT the bye-laws of the Company in the form of the document marked ‘‘A’’ and produced to the Meeting and for the purpose of identification signed by the chairman of the Meeting, which consolidates all of the proposed amendments referred to in Resolution 10 above be approved and adopted as the new bye-laws of the Company in substitution for and to the exclusion of the existing bye-laws of the Company with immediate effect.’’

Yours faithfully By Order of the Board Zheng Yu Long Chairman

Hong Kong, 30 April 2012

– 26 –

NOTICE OF ANNUAL GENERAL MEETING

Notes:

(1) A member entitled to attend and vote at the above meeting may appoint one or, if he holds two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.
(2) Where there are joint holders of any Share, any one of such joint holder may vote, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
(3) In order to be valid, a form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof shall 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 appointed for the holding of the meeting or any adjournment thereof. The proxy form will be published on the website of the Stock Exchange.
(4) The register of members of the Company will be closed from 30 May 2012 to 31 May 2012 (both days inclusive) during which period no transfer of shares will be registered. In order to qualify for the entitlement to attend and vote at the forthcoming Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4: 30 p.m. on 29 May 2012.

As at the date of this notice, the board of Directors comprises eight members, of which Zheng Yu Long, Zheng Yu Shuang and Zheng Yu Huan are the executive Directors, Li Hung Kong and Li Gang are the non-executive Directors and Li Zhi Hai, Sun Kam Ching and Chung Yau Tong are the independent non-executive Directors.

– 27 –

AI assistant

Labixiaoxin Snacks Group Limited — AGM Information 2012

49809_rns_2012-04-27_7c3ae91b-f0ad-43bd-b4fe-e8103b30760d.pdf

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

(Stock Code: 1262)

RENEWAL OF

GENERAL MANDATE TO ISSUE SHARES AND

TO REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS, PROPOSED CHANGE OF COMPANY NAME, AMENDMENTS TO BYE-LAWS

ADOPTION OF NEW BYE-LAWS

AND

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS

DEFINITIONS

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

(Stock Code: 1262)

RENEWAL OF

GENERAL MANDATE TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, PROPOSED CHANGE OF COMPANY NAME, AMENDMENTS TO BYE-LAWS ADOPTION OF NEW BYE-LAWS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

RENEWAL OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

PROPOSED CHANGE OF COMPANY NAME

Proposed Change of Company Name

Reasons for the Proposed Change of Company Name

Conditions of the Proposed Change of Company Name

Effects of the Proposed Change of Company Name

AMENDMENTS TO THE BYE-LAWS AND ADOPTION OF NEW BYE-LAWS

ANNUAL GENERAL MEETING

RESPONSIBILITY STATEMENT

RECOMMENDATION

1. SHARE CAPITAL

2. REASONS FOR SHARE REPURCHASE

3. FUNDING OF REPURCHASE

4. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

5. UNDERTAKING OF THE DIRECTORS

6. EFFECT OF TAKEOVERS CODE

7. SHARE REPURCHASES BY THE COMPANY

8. SHARE PRICES

ZHENG YU HUAN (鄭育煥)

Executive Director

APPENDIX II

LI HUNG KONG (李鴻江)

Vice Chairman and Non-Executive Director

LI GANG (李鋼)

Non-Executive Director

LI ZHI HAI (李志海)

Independent Non-Executive Director

SUN KAM CHING (孫錦程)

Independent Non-Executive Director

CHUNG YAU TONG (鍾有棠)

Independent Non-Executive Director

APPENDIX III

1. Bye-law 1

2. Bye-law 3

3. Bye-law 46

APPENDIX III

4. Bye-law 66

5. Bye-law 134

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

(Stock Code: 1262)

ORDINARY BUSINESS

SPECIAL BUSINESS

‘‘THAT:

NOTICE OF ANNUAL GENERAL MEETING

‘‘THAT:

‘‘THAT

2. Bye-law 3

3. Bye-law 46

4. Bye-law 66

5. Bye-law 134

Notes:

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