Labixiaoxin Snacks Group Limited — AGM Information 2019

Apr 29, 2019

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 Labixiaoxin Snacks 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.

==> picture [36 x 73] intentionally omitted <==

Labixiaoxin Snacks Group Limited 蠟筆小新休閒食品集團有限公司 (Incorporated in Bermuda with limited liability) (Stock Code: 1262)

RENEWAL OF GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES, RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Salon Room III, 5/F, Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on Tuesday, 11 June 2019 at 11:00 a.m. is set out on pages 16 to 20 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 branch share registrar, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, 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 2019

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I – Explanatory Statement on the Share Buy-back Mandate. . . . . . . . . . . . . . . .	7
Appendix II – Details of the Directors to be re-elected . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– i –

DEFINITIONS

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

“Annual General Meeting”

the annual general meeting of the Company to be held at Salon Room III, 5/F, Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on Tuesday, 11 June 2019 at 11:00 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”

Labixiaoxin Snacks Group Limited（蠟筆小新休閒食品 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 a total number not exceeding the sum of 20% of the total number of Shares in issue as at the date of passing of the relevant resolutions, and the total number of the shares of the Company bought back by the Company (if any)

“Group”

the Company and its subsidiaries

• “HK$”

Hong Kong dollars, the lawful currency of Hong Kong

– 1 –

DEFINITIONS

“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	25 April 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“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
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share(s)”	ordinary shares of US$0.05 each in the share capital of the
	Company
“Share Buy-back Mandate”	a general and unconditional mandate to the Directors to
	exercise the power of the Company to buy back Shares up
	to a total number of 10% of the total number of Shares in
	issue as at the date of passing the relevant resolutions
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“substantial shareholder(s)”	has the same meaning ascribed to it under the Listing Rules
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers
“United States”	the United States of America
“US$”	United States dollar, the lawful currency of the United
	States
“%”	per cent.

– 2 –

LETTER FROM THE BOARD

==> picture [36 x 73] intentionally omitted <==

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 1262)

Executive Directors: Registered Office: Mr. Zheng Yu Huan (Chairman) Clarendon House Mr. Zheng Yu Shuang (Chief Executive Officer) 2 Church Street Mr. Zheng Yu Long Hamilton HM 11 Bermuda Non-executive Directors: Mr. Li Hung Kong (Vice-chairman) Place of Business in Hong Kong: Mr. Ren Yunan 7th Floor AT Tower Independent Non-executive Directors: 180 Electric Road Mr. Li Zhi Hai North Point Ms. Sun Kam Ching Hong Kong Mr. Chung Yau Tong

30 April 2019

To the Shareholders

Dear Sir/Madam,

RENEWAL OF

GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES, RE-ELECTION OF DIRECTORS, 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 Share Buy-back Mandate; (ii) the extension of the General Mandate to include Shares bought back pursuant to the Share Buy-back Mandate; and (iii) the re-election of retiring Directors.

– 3 –

LETTER FROM THE BOARD

RENEWAL OF GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

At the annual general meeting of the Company held on 15 June 2018, resolutions were passed giving general mandates to the Directors (i) to allot and issue Shares with a total number not exceeding 20% of the total number of Shares in issue as at the date of passing of the relevant resolutions and (ii) to buy back Shares up to 10% of the total number of Shares in issue 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 a total number not exceeding 20% of the total number of Shares in issue 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 Share Buy-back Mandate to the Directors to exercise all powers of the Company to buy back issued Shares subject to the criteria set out in this circular. Under such Share Buy-back Mandate, the maximum number of Shares that the Company may be bought back shall not exceed 10% of the total number of Shares in issue as at the date of passing the resolution. As at the Latest Practicable Date, the number of Shares in issue was 1,328,977,000 Shares. Subject to the passing of the proposed ordinary resolution approving the grant of the Share Buy-back Mandate and no further Shares are issued or bought back from the Latest Practicable Date and prior to the Annual General Meeting, the Company would be allowed under the Share Buyback Mandate to buy back a maximum of 132,897,700 Shares, being 10% of the total number of Shares in issue as at the date of passing of the resolution in relation thereof. The Share Buy-back 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

– 4 –

LETTER FROM THE BOARD

• (c) subject to the passing of the aforesaid ordinary resolutions of the General Mandate and the Share Buy-back 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 bought back under the Share Buy-back Mandate.

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 Share Buy-back Mandate at the Annual General Meeting.

RE-ELECTION OF RETIRING DIRECTORS

According to bye-law 83(2) of the Bye-laws, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of members of the Company 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. In addition, according to byelaw 84 of the Bye-laws, 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. Ren Yunan and Mr. Li Zhi Hai 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. Ren Yunan as non-executive Director, and Mr. Li Zhi Hai as independent non-executive Director. The biographical details of such Directors to be re-elected as required to be disclosed under the Listing Rules are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

The Company will convene the Annual General Meeting at Salon Room III, 5/F, Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on Tuesday, 11 June 2019 at 11:00 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 16 to 20 of this circular.

– 5 –

LETTER FROM THE BOARD

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, Level 22, Hopewell Centre, 183 Queen’s Road East, 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 Share Buy-back 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 Mr. Zheng Yu Huan Chairman

– 6 –

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX I

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the Annual General Meeting for approving the Share Buy-back 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. SHARES IN ISSUE

As at the Latest Practicable Date, there was a total of 1,328,977,000 Shares in issue. Subject to the passing of the resolution granting the Share Buy-back Mandate and on the basis that no further Shares are issued or bought back during the period from the Latest Practicable Date to the Annual General Meeting, the Company will be allowed under the Share Buy-back Mandate to buy back a maximum of 132,897,700 Shares, being 10% of the total number of Shares in issue as at the date of the passing of the relevant resolution at the Annual General Meeting.

2. REASONS FOR SHARE BUY-BACK

The Directors have no present intention to buy back 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 buy-back 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 buy-back will benefit the Company and the Shareholders as a whole.

As compared with the financial position of the Company as at 31 December 2018 (as disclosed in its latest audited financial statements for the year ended 31 December 2018), 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 buy-back were to be carried out in full during the proposed buy-back period. In the circumstances, the Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would have a material adverse impact on the working capital or gearing ratio of the Company.

– 7 –

APPENDIX I

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

3. FUNDING OF SHARE BUY-BACK

The Company is empowered by its memorandum of association and Bye-laws to buy back its Shares. In buying back 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 buy-back 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 buy-back 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 bought back.

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 bought back would be treated as cancelled but the aggregate amount of authorised share capital would not be reduced.

4. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

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

No core 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 Share Buy-back 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 buy-backs pursuant to the Share Buy-back Mandate and in accordance with the Listing Rules, the Bye-laws and the laws of the Bermuda.

– 8 –

APPENDIX I

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

6. EFFECT OF TAKEOVERS CODE

A buy-back 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 730,850,587 Shares or approximately 54.99% of the issued share capital of the Company. In the event that the Directors exercise in full the power to buy back the Shares which is proposed to be granted pursuant to the Share Buy-back Mandate, the shareholdings of Alliance Holding and its associates in the Company would be increased to approximately 61.10% 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 Share Buy-back 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.

7. SHARE BUY-BACKS BY THE COMPANY

The Company had not bought back any Shares (whether on the Stock Exchange or otherwise) in the 6 months preceding the Latest Practicable Date.

– 9 –

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX I

8. SHARE PRICES

During each of the previous 12 months up to the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:

	Highest	Lowest
	HK$	HK$
2018
March	0.690	0.430
April	0.620	0.480
May	0.640	0.470
June	0.670	0.520
July	0.700	0.540
August	0.660	0.550
September	0.640	0.560
October	0.610	0.510
November	0.580	0.510
December	0.540	0.480
2019
January	0.540	0.480
February	0.530	0.480
March	0.490	0.430
April (up to the Latest Practicable Date)	0.470	0.415

– 10 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

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

Zheng Yu Huan

Chairman & Executive Director

Mr. Zheng Yu Huan, aged 48, is an executive Director. He was appointed as the chairman of the Board of Directors of the Company since 17 March 2015. He was appointed as a Director on 15 June 2004 and was re-designated as an executive Director on 23 September 2011. Mr. Zheng is primarily responsible for the Group’s overall management in particular on sales and marketing operations, including formulating the advertising and promotional programs. Mr. Zheng is one of the founders of the Group’s jelly products business and is also a director of a number of the Group’s subsidiaries including LBXX International and Timeluck. Mr. Zheng has over 20 years of experience in sales and marketing of snack food products. He joined the Group 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 vice president 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-in-law 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 as at the Latest Practicable Date. Save as disclosed, Mr. Zheng does not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the SFO. Save as disclosed in this circular, Mr. Zheng is not related to any other directors, senior management, substantial shareholders or controlling shareholders of the Company.

– 11 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Mr. Zheng has entered into a service contract with the Company for a term of three years and he was appointed with specific terms. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. 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. 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 2018 was RMB814,985.

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 Listing Rules.

Ren Yunan

Non-Executive Director

Mr. Ren Yunan, aged 43, is a non-executive Director. He was appointed as the non-executive Director on 3 February 2015. Mr. Ren is currently an independent non-executive director of Ronshine China Holdings Ltd., (a company listed on the Main Board of the Stock Exchange, stock code: 3301) and an executive director, Chairman and Chief Executive Officer of LEAP Holdings Group Limited (a company listed on the Main Board of the Stock Exchange, stock code: 1499). From May 2017 to July 2018, Mr. Ren has served as an independent non-executive director of International Entertainment Corporation (a company listed on the Main Board of the Stock Exchange, stock code: 1009). From November 2017 to December 2017, Mr. Ren has served as a non-executive director and chairman of the board of directors of AVIC Joy Holdings (HK) Limited (a company listed on the Main Board of the Stock Exchange; stock code: 260). From April 2015 to May 2017, Mr. Ren has served as an independent director of SPI Energy Co., Ltd. (a company listed on the NASDAQ; stock code: SPI). From June 2016 to October 2016, Mr. Ren has served as a supervisor (as shareholders’ representative) of the fifth session of the supervisory committee of Dongjiang Environmental Company Limited, (a company listed both on the Main Board of the Stock Exchange under the stock code of 895 and the Small and Medium Enterprise Board of the Shenzhen Stock Exchange under the stock code of 2672). From February 2011 to April 2018, Mr. Ren has served as a non-executive director of China Child Care Corporation Limited (a company listed on the Main Board of the Stock Exchange, stock code: 1259).

– 12 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Mr. Ren graduated from Peking University with a bachelor’s degree in Law in 1997 and received a master’s degree in law from Harvard Law School in 1999.

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

Mr. Ren Yunan, is the sole director of and interested in the entire issued share capital of Thriving Market Limited. As at the Latest Practicable Date, Thriving Market Limited was holding 100,000,000 unlisted warrants of the Company issued on 1 September 2014. Pursuant to the subscription agreement dated 18 August 2014 between the Company and Thriving Market Limited, upon the full exercise of the subscription rights attaching to such 100,000,000 warrants, Thriving Market Limited will hold approximately 7.0% of the enlarged issued share capital of the Company (assuming that there will not be any change in the issued share capital of the Company before the exercise of such warrants) as at the Latest Practicable Date. Save as disclosed, Mr. Ren does not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the SFO. Save as disclosed in this circular, Mr. Ren is not related to any other directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Ren has entered into a service contract with the Company for a term of three years, and is subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Bye-laws. Mr. Ren will receive emolument of HK$240,000 per annum which is determined by the Board with reference to his experience, duties and responsibilities in the Company as well as the current market rate. The total amount of director’s remuneration of Mr. Ren for the year ended 31 December 2018 was HK$240,000.

Save as disclosed above, Mr. Ren 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 Listing Rules.

– 13 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Li Zhi Hai

Independent Non-Executive Director

Mr. Li Zhi Hai, aged 64, is an independent non-executive Director. He was appointed as an 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. From medical, food to the comprehensive health industry, Mr. Li has accumulated experience in planning, management and operation in the industry for several decades. He also served key leadership positions and expert advisers in health industry enterprises, regional government and industry associations. Mr. Li currently serves as an expert of the topic of elderly care and health services of the Institute of Social Development Research of National Development and Reform Commission（國家發改委社會發展研究所健康養老服務研究課題） and the research topic of peptide application and health industry development of the International Cooperation Center Entrepreneurship Office（國際合作中心創業辦公室多肽應用與健康產業 發展研究課題）. Mr. Li is also a consultant of Sichuan Zhixin Group（四川置信集團）, Hainan Nanmu Liuhe Group（海南楠木六合集團）, Shosen Tianci New Energy Group（首信天賜新 能源集團）, Shenzhen Jianyuan Pharmaceutical Group（深圳建元醫藥集團）, Shanghai Builder Ratings Association*（上海築譽聯合會）and other large-scale enterprises. Mr. Li currently serves as the Vice President and Secretary General of the Standing Committee of the China Life Science Association（中國人生科學學會常務理事副會長兼秘書長）.

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.

• For identification purpose only

– 14 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

There is no director’s service contract entered into between any member of the Group and Mr. Li and he was not appointed for a specific term except that he is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws. 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$240,000 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 2018 was HK$240,000.

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 Listing Rules.

There is no other information relating to the above Directors that is required to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

– 15 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [36 x 73] intentionally omitted <==

Labixiaoxin Snacks Group Limited 蠟筆小新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 Labixiaoxin Snacks Group Limited (the “ Company ”) will be held at Salon Room III, 5/F, Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on Tuesday, 11 June 2019 at 11:00 a.m. for the following purposes:

ORDINARY BUSINESS

1. 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 2018;

2. To re-elect the following Directors:

3. (a) Zheng Yu Huan as executive Director;

4. (b) Ren Yunan as non-executive Director; and

5. (c) Li Zhi Hai as independent non-executive Director.

6. To authorise the board of Directors to fix the Directors’ remuneration;

7. To re-appoint HLB Hodgson Impey Cheng Limited as auditors of the Company and authorise the board of Directors to fix their remuneration;

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

1. 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 total number of shares 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 bye-laws of the Company, shall not exceed 20% of the total number of shares of the Company in issue 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

– 17 –

NOTICE OF ANNUAL GENERAL MEETING

• (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

  • “ 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 total number of shares of the Company which are authorised to be bought back by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of shares of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

– 18 –

NOTICE OF ANNUAL GENERAL MEETING

• (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.”; and

• 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. 5 and 6 above, the general mandate to the Directors pursuant to resolution no. 5 be and is hereby extended by the addition thereto of an amount representing the total number of shares of the Company bought back by the Company under the authority granted pursuant to the resolution no. 6, provided that such amount shall not exceed 10% of the total number of shares of the Company in issue as at the date of passing this resolution.”

Yours faithfully

By Order of the Board Mr. Zheng Yu Huan Chairman

Hong Kong, 30 April 2019

– 19 –

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, Level 22, Hopewell Centre, 183 Queen’s Road East, 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 Wednesday, 5 June 2019 to Tuesday, 11 June 2019 (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, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 4 June 2019.

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

– 20 –