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Labixiaoxin Snacks Group Limited Capital/Financing Update 2013

Feb 25, 2013

49809_rns_2013-02-25_e794e83f-66a4-4717-be30-4f9a48ff0e06.pdf

Capital/Financing Update

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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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)

ANNOUNCEMENT PURSUANT TO RULE 13.18 OF THE LISTING RULES

This announcement is made pursuant to Rule 13.18 of the Listing Rules.

On 25 February 2013, the Company as borrower entered into a facility agreement with the Lenders in relation to a US$75,000,000 term loan facility, which includes a term imposing a specific performance obligation on the Controlling Shareholders.

This announcement is made by Labixiaoxin Snacks Group Limited (the “ Company ”) pursuant to Rule 13.18 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

LOAN FACILITY

On 25 February 2013, the Company as borrower entered into a facility agreement (the “ Facility Agreement ”) with certain banking institutes as original lenders (collectively, the “ Lenders ”) in relation to a US$75,000,000 term loan facility (the “ Facility ”). The Facility has a term of 36 months commencing from the date of the Facility Agreement. The Facility will be used for (i) the payment of any and all fees, costs and expenses incurred upon the entering of the Facility Agreement; (ii) funding the debt service reserve account of the Company; (iii) capital expenditure in relation to the existing and new production facilities of the Company and its subsidiaries (together, the “ Group ”); and (iv) working capital and general corporate purposes of the Group.

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SPECIFIC PERFORMANCE OBLIGATION

The Facility Agreement includes a condition imposing specific performance obligations on Mr. Zheng Yu Long, Mr. Zheng Yu Shuang, Mr. Zheng Yu Huan and Mr. Li Hung Kong, the controlling shareholders of the Company (the “ Controlling Shareholders ”) who are collectively interested in approximately 64.10% of the issued share capital of the Company as of the date of the Facility Agreement. It will be an event of change of control in the event that (i) the Controlling Shareholders collectively do not or cease to, at any time directly or indirectly own at least 35% of the issued share capital of the Company on a fully diluted basis; or (ii) the Controlling Shareholders collectively do not or cease to, at any time directly or indirectly, have the ability to direct the affairs of the Company (a “ Change of Control ”). As stated in the Facility Agreement, if a Change of Control occurs, the facility agent to the Facility may cancel all the available Facility and declare all or part of the outstanding loan, together with all accrued interests, breaks costs (if any) and all other amounts accrued pursuant to the Facility then due and payable, whereupon the Facility will be cancelled and all such outstanding amounts will be immediately due and payable.

The Company shall continue to make relevant disclosure in the subsequent interim and annual reports of the Company pursuant to Rule 13.21 of the Listing Rules for as long as circumstances giving rise to the obligation under Rule 13.18 of the Listing Rules continue to exist.

By order of the Board of Labixiaoxin Snacks Group Limited Zheng Yu Long Chairman

Hong Kong, 25 February 2013

As at the date of this announcement, the directors of the Company are Zheng Yu Long, Zheng Yu Shuang and Zheng Yu Huan as executive directors of the Company, Li Hung Kong as non-executive director of the Company and Li Zhi Hai, Sun Kam Ching and Chung Yau Tong as independent nonexecutive directors of the Company.

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