Best Food : PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES; RE-ELECTION OF RETIRING DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges 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.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Best Food Holding Company Limited, you should at once hand this circular and the accompanying proxy form 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.

BEST FOOD HOLDING COMPANY LIMITED

百 福 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01488)

PROPOSALS INVOLVING GENERAL MANDATES

TO ISSUE SHARES AND TO BUY BACK SHARES;

RE-ELECTION OF RETIRING DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting (''AGM'') of Best Food Holding Company Limited to be held at Room Shensi, 6F, South Tower C, Raycom Info Tech Park, No. 2, Kexueyuan South Road, Haidian District, Beijing, China, on Tuesday, June 8, 2021 at 9:30 a.m. is set out on pages 16 to 20 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and deposit it with the Company's Hong Kong branch share registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event no later than 9:30 a.m. on Sunday, June 6, 2021, or not less than 48 hours before the time appointed for holding any adjourned meeting (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM (or any adjournment thereof) should you so desire.

PRECAUTIONARY MEASURES FOR THE AGM

To safeguard the health and safety of Shareholders and to prevent the spreading of the coronavirus (COVID-19) pandemic, the following measures will be implemented at the AGM:

. mandatory body temperature check;

. compliance with the latest epidemic prevention policy requirement of the PRC government and presentation of the corresponding health certificate;

. mandatory wearing of surgical face masks; and

. no refreshments for attendees.

The Company reserves the right to deny entry into or require any person to leave the AGM venue if such person: (i) refuses to comply with any of the above precautionary measures; (ii) is having a body temperature of over 37.4 degree Celsius; and/or (iii) has any flu-like symptoms.

For the health and safety of our shareholders, the Company would like to encourage shareholders to appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM, instead of attending the AGM in person.

April 29, 2021

CONTENTS

		Page
Definitions . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Precautionary Measures for the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I	- Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II	- Details of the Directors Proposed to be Re-elected at the AGM . . . . . .	13
Notice of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

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DEFINITIONS

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

''AGM''	means the annual general meeting of the Company to be
	convened and held at Room Shensi, 6F, South Tower C,
	Raycom Info Tech Park, No. 2, Kexueyuan South Road,
	Haidian District, Beijing, China, on Tuesday, June 8, 2021 at
	9:30 a.m.
''Articles''	means the memorandum and articles of association of the
	Company, as amended from time to time
''Board''	means the board of Directors
''Buy-back Mandate''	means a general mandate proposed to be granted to the
	Directors to exercise the powers of the Company to buy back
	Shares during the period as set out in Ordinary Resolution No.
	8 in the Notice up to a maximum of 10% of the total number
	of issued Shares as at the date of passing of such resolution
''Companies Law''	means the Companies Law, Cap. 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands
''Company''	means Best Food Holding Company Limited 百福控股有限
	公司, a company incorporated in the Cayman Islands with
	limited liability and the shares of which are listed on the Stock
	Exchange

''Director(s)''

''Group''

''Hong Kong''

''HK$''

''Issue Mandate''

means directors of the Company

means the Company and its subsidiaries

means the Hong Kong Special Administrative Region of the

PRC

means Hong Kong Dollars, the lawful currency of Hong Kong

means a general mandate proposed to be granted to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with additional Shares during the period as set out in Ordinary Resolution No. 7 in the Notice up to a maximum of 20% of the total number of issued Shares as at the date of passing of such resolution

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DEFINITIONS

''Latest Practicable Date''

''Listing Rules''

''Nomination Committee''

''Notice''

''Ordinary Resolution(s)''

''PRC''

''SFO''

''Share(s)''

''Shareholder(s)''

''Stock Exchange''

''subsidiary''

''Takeovers Code''

''%''

means April 26, 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

means the Rules Governing the Listing of Securities on the Stock Exchange

means the nomination committee of the Company

means the notice convening the AGM as set out on pages 16 to 20 of this circular

the proposed ordinary resolution(s) as referred to in the Notice

means the People's Republic of China excluding for the purpose of this circular, Hong Kong, Macau Special Administrative Region and Taiwan

means Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

means ordinary share(s) of par value of HK$0.10 each in the capital of the Company

means holder(s) of the Shares

means The Stock Exchange of Hong Kong Limited

means a subsidiary within the meaning of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) for the time being of the Company whether incorporated in Hong Kong or elsewhere

means the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong

means per cent.

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PRECAUTIONARY MEASURES FOR THE AGM

In view of the outbreak of coronavirus disease (COVID-19) pandemic (the ''COVID-19 Pandemic''), to safeguard the health and safety of Shareholders who might be attending the AGM in person, the Company will implement the following precautionary measures at the AGM:

. Each attendee will be required to undergo a mandatory body temperature check and sign a health declaration form before entering the AGM venue. Any person with a body temperature above 37.4 degree Celsius, or is exhibiting flu-like symptoms, may be denied entry into the AGM venue and be required to leave the AGM venue.

. Shareholders, proxies and other attendees are required to comply with the latest epidemic prevention policy requirements of the PRC government and present the corresponding health certificate. Any person who does not comply with this requirement will be required to leave the AGM venue.

. Shareholders, proxies and other attendees are required to wear surgical face masks inside the AGM venue at all times. Any person who does not comply with this requirement will be required to leave the AGM venue.

. No refreshments will be served at the AGM.

Shareholders who are feeling unwell are advised not to attend the AGM.

For the health and safety of our shareholders, the Company would like to encourage its shareholders to appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM, instead of attending the AGM in person.

As the COVID-19 Pandemic continues to evolve, the Company will closely monitor the situation and reserves the right to take further measures as appropriate in order to minimise any risk to Shareholders and others attending the AGM and to comply with any requirements or recommendations of any government agencies from time to time. Shareholders are advised to check the Company's website at http://www.bestfoodholding.com, for further announcements and updates on the AGM arrangements that may be issued.

The Company seeks the understanding and cooperation of all Shareholders to minimise the risk of community spread of COVID-19 Pandemic.

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LETTER FROM THE BOARD

BEST FOOD HOLDING COMPANY LIMITED

百 福 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01488)

Executive Directors:	Registered Office
Mr. Zhao John Huan (Chairman)	Cricket Square
Mr. Wang Xiaolong	Hutchins Drive
Mr. Jing Shen	P.O. Box 2681
	Grand Cayman, KY1-1111
Independent non-executive Directors:	Cayman Islands
Mr. Leung Kwai Kei
Mr. Heng Victor Ja Wei	Principal Office in Hong Kong
Mr. Lo Wei-Ren	Suite 11, 70/F
	Two International Finance Centre
	No. 8 Finance Street
	Central
	Hong Kong
	April 29, 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS INVOLVING GENERAL MANDATES

TO ISSUE SHARES AND TO BUY BACK SHARES;

RE-ELECTION OF RETIRING DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to, inter alia, provide you with information regarding resolutions to be proposed at the AGM to be held at Room Shensi, 6F, South Tower C, Raycom Info Tech Park, No. 2, Kexueyuan South Road, Haidian District, Beijing, China, on Tuesday, June 8, 2021 at 9:30 a.m. which, upon approval, would enable the Company to:

1. grant the Directors the Buy-back Mandate to exercise the powers of the Company to buy back Shares not exceeding 10% of the total number of Shares in issue as at the date of passing such resolution;
2. grant the Directors the Issue Mandate to issue additional Shares not exceeding 20% of the total number of Shares in issue as at the date of passing such resolution;
3. • 4 -

LETTER FROM THE BOARD

1. extend the Issue Mandate in (b) above by an addition thereto the aggregate number of Shares bought back by the Company pursuant to the Buy-back Mandate set out in (a) above;
2. re-electcertain retiring Directors; and
3. re-appointPricewaterhouseCoopers as the auditors of the Company.

PROPOSED BUY-BACK MANDATE AND ISSUE MANDATE

At the AGM, ordinary resolutions will be proposed, among other things, that the Directors be granted general mandates to:

1. buy back Shares, the aggregate number of which shall not exceed 10% of the total number of the issued Shares as at the date of passing the Ordinary Resolution no. 8 in the Notice; and
2. allot, issue or otherwise deal with additional Shares not exceeding 20% of the total number of the issued Shares as at the date of the passing of the Ordinary Resolution no. 7 in the Notice; and
3. extend the Issue Mandate in (ii) above by an addition thereto the aggregate number of Shares bought back by the Company pursuant to the Buy-back Mandate described in (i) above.

Details of the Issue Mandate, the Buy-back Mandate and the extension of the Issue Mandate are respectively set out in Ordinary Resolutions no. 7, 8 and 9 in the Notice.

On the basis of 1,578,664,000 Shares in issue as of the Latest Practicable Date and assuming no further Shares will be allotted and issued or bought back and cancelled prior to the AGM, the maximum number of Shares to be bought back under the Buy-back Mandate is 157,866,400 Shares.

On the basis of 1,578,664,000 Shares in issue as of the Latest Practicable Date and assuming no further Shares will be allotted and issued or bought back and cancelled prior to the AGM, the maximum number of Shares to be issued under the Issue Mandate is 315,732,800 Shares.

Such general mandates will expire at (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held; or (c) the revocation, variation or renewal of the Buy-back Mandate and/or the Issue Mandate is/are revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever is the earliest.

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LETTER FROM THE BOARD

An explanatory statement containing information relating to the Buy-back Mandate and as required pursuant to the Listing Rules is set out in Appendix I to this circular. This explanatory statement provides Shareholders with information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the proposed resolution relating to the Buy-back Mandate.

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Pursuant to article 105 of the Articles, at each annual general meeting, one-third of the Directors for the time being (or if their number is not a multiple of three, the number nearest to but not greater than one-third) shall retire from office by rotation, provided that every Director shall be subject to retirement by rotation at least once every three years.

Article 109 of the Articles provides that a Director appointed by the Board to fill a casual vacancy on the Board shall hold office until the first general meeting after his appointment and be subject to re-election at such meeting.

In accordance with the above provision, each of Mr. Jing Shen, Mr. Leung Kwai Kei and Mr. Lo Wei-Ren will retire from office at the AGM and, being eligible, offer himself for re-election at the AGM.

Re-election of independent non-executive Directors

Set out below are information relating to the resolution to be proposed at the AGM for reelecting each of Mr. Leung Kwai Kei (''Mr. Leung'') and Mr. Lo Wei-Ren (''Mr. Lo'') as an independent non-executive Director pursuant to code provision A.5.5 of the Corporate Governance Code (the ''Code'') contained in Appendix 14 to the Listing Rules.

Each of Mr. Leung and Mr. Lo, being an individual proposed to be re-elected as an independent non-executive Director at the AGM, has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Board also note that each of Mr. Leung and Mr. Lo does not any relationship with any Directors, chief executive and senior management of the Company, substantial Shareholders or controlling Shareholders. The Nomination Committee and the Board are also not aware of any circumstance that might influence Mr. Leung or Mr. Lo in exercising independent judgment, and are satisfied that they have the required character, integrity, independence and experience to fulfil the role of independent non-executive director. On this basis, the Nomination Committee and the Board considered that each of Mr. Leung and Mr. Lo is independent in accordance with the independence guidelines set out in the Listing Rules.

Each of Mr. Leung and Mr. Lo has over 30 years of experience in the food and beverages business and also held executive positions in various multinationals. The Company expects that Mr. Leung and Mr. Lo will bring to the Board their valuable business experience, and will also contribute to diversity of the Board in terms of its members having the experience in food and beverage industry and international restaurant chain business.

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LETTER FROM THE BOARD

Recommendation of the Nomination Committee and the Board

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of each of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and the Company's corporate strategy and the independence of all the independent non-executive Directors.

The Nomination Committee and the Board therefore recommended the re-election of all the retiring Directors at the AGM.

Details of the Directors proposed to be re-elected in the AGM are set out in Appendix II of this circular.

THE AGM

Set out below are the details of the AGM:

Date:

June 8, 2021 (Tuesday)

Time: 9:30 a.m.

Venue: Room Shensi, 6F, South Tower C, Raycom Info Tech Park, No. 2, Kexueyuan South Road, Haidian District, Beijing, China

The Notice is set out on pages 16 to 20 of this circular. A proxy form for use at the AGM is enclosed. Whether or not you intend to attend the AGM, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and deposit it with the Company's Hong Kong branch share registrar, Tricor Secretaries Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event no later than 9:30 a.m. on Sunday, June 6, 2021, or not less than 48 hours before the time appointed for holding any adjourned meeting (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM (or any adjournment thereof) should you so desire.

CLOSURE OF REGISTER OF MEMBERS IN RELATION TO THE AGM

For ascertaining Shareholders' right to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, June 3, 2021 to Tuesday, June 8, 2021, both dates inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the AGM, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, June 2, 2021.

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LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share held.

After the conclusion of the AGM, the poll results will be published on the website of Hong Kong Exchanges and Clearing Limited at www.hkex.com.hkand the website of the Company at http://www.bestfoodholding.com.

RECOMMENDATION

The Directors consider that the proposals referred to in this circular are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all the Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regards to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

By Order of the Board

Best Food Holding Company Limited

(百福控股有限公司)

Zhao John Huan

Chairman

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APPENDIX I	EXPLANATORY STATEMENT

This appendix is an explanatory statement required to be sent to the Shareholders pursuant to Rule 10.06(1)(b) of the Listing Rules containing all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the ordinary resolution approving the granting of the Buy-back Mandate to be proposed at the AGM.

1. THE BUY-BACK MANDATE

As at the Latest Practicable Date, the total number of issued Shares comprised 1,578,664,000 Shares.

Subject to the passing of the proposed ordinary resolution granting the Buy-back Mandate at the AGM and on the basis that no further Shares will be allotted and issued or bought back and cancelled prior to the AGM nor outstanding options, if any, granted under the share option scheme of the Company being exercised, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 157,866,400 Shares during the period from the date of passing of the relevant ordinary resolution at the AGM up to (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held; or (c) the revocation, variation or renewal of the Buy-back Mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever is the earliest.

2. REASONS FOR BUY-BACKS

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have a general authority from Shareholders to enable the Company to buy back Shares in the market. Buy-backs of Shares will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders as a whole. Such buy-backs may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per Share and will only be made when the Directors believe that such buy-backs will benefit the Company and Shareholders as a whole.

3. FUNDING OF BUY-BACK

Any buy-back may only be effected out of funds of the Company legally available for the purposes in accordance with the Articles and the applicable laws of the Cayman Islands. A listed company may not buy back its own shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

It is presently proposed that any buy-back of Shares would be made out of capital (subject to the Companies Law), profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose and, in the case of any premium payable on such buy-back, from profits of the Company or from the Company's share premium account or out of capital (subject to the Companies Law).

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APPENDIX I	EXPLANATORY STATEMENT

The buy-back of Shares made out of capital will be conditional upon the fact that immediately following the date on which payment out of capital is proposed to be made, the Company shall be able to pay its debts as they fall due in the ordinary course of business.

4. STATUS OF SHARES BOUGHT BACK

The Listing Rules provide that the listing of all Shares bought back is automatically cancelled and that the certificates for those Shares must be cancelled and destroyed. Under the laws of the Cayman Islands, a company's shares bought back shall be treated as cancelled and its issued share capital (but not the authorized share capital) will be reduced accordingly.

5. EFFECT OF EXERCISE OF THE BUY-BACK MANDATE

There might be a material adverse impact on the working capital or gearing position of the Group (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended December 31, 2020) in the event that the Buy- back Mandate is exercised in full. However, the Directors do not propose to exercise the Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Group or gearing levels which in the opinion of the Directors are from time to time appropriate for the Group.

6. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), has any present intention, in the event that the Buy-back Mandate is approved by the Shareholder, to sell any Shares to the Company.

None of the core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or have undertaken not to sell any of the Shares held by them to the Company, in the event that the Buy-back Mandate is approved by the Shareholders.

7. DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to buy back Shares pursuant to the Buy-back Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

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APPENDIX I	EXPLANATORY STATEMENT

8. TAKEOVERS CODE AND PUBLIC FLOAT REQUIREMENT

If as a result of a buy-back of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase in the Shareholder's interests, may obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors are not aware of any consequences which could arise under the Takeovers Code as a consequence of any buy-backs pursuant to the Buy-back Mandate.

As at the Latest Practicable Date, Sonic Tycoon Limited, which is the controlling shareholder of the Company, held 1,183,998,000 Shares, representing 75% of the issued capital of the Company. As at the Latest Practicable Date, the Directors are not aware of any consequences for Sonic Tycoon Limited under the Takeovers Code as a result, solely, of the Directors exercising the Buy-back Mandate in full. However, if the Buy-back Mandate is exercised in full, the amount of Shares held by Sonic Tycoon Limited will increase to approximately 83.33% and the amount of Shares held by the public will be reduced to less than 25% of the total issued share capital of the Company respectively. The Directors have no intention to buy back Shares to such an extent which will result in the amount of Shares held by the public being reduced to less than 25%.

9. SHARE PURCHASE MADE BY THE COMPANY

No buy-backs of securities have been made by the Company in the previous six months, whether on the Stock Exchange or otherwise.

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APPENDIX I	EXPLANATORY STATEMENT

10. SHARE PRICES

The highest and lowest prices of the Shares as quoted by the Stock Exchange in each of the previous twelve months before the Latest Practicable Date were as follows:

	Shares
	Highest	Lowest
	Price	Price
	HK$	HK$
2020
April	1.09	0.69
May	0.94	0.70
June	0.89	0.70
July	0.77	0.63
August	0.68	0.56
September	0.65	0.50
October	0.65	0.41
November	0.56	0.41
December	0.79	0.41
2021
January	0.79	0.41
February	0.78	0.57
March	0.80	0.61
April (up to and including the Latest Practicable Date)	0.78	0.57

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APPENDIX II	DETAILS OF THE DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Details of the Directors who are required to retire at the AGM according to the Articles and who, being eligible, have offered themselves for re-election at the AGM are as follows:

Mr. Jing Shen (''Mr. Jing'') - Executive Director

Mr. Jing Shen (景慎), aged 41, an executive Director and chief financial officer of the Company, joined the Group in November 2016. Mr. Jing has over 10 years of experience in the consumer and retail business. He is responsible for managing the Company's finances, including financial planning, management of financial risks, accounting record-keeping, and preparation of financial reports. Mr. Jing has also served as an executive director of Beijing HHG Restaurant Management Co., Ltd* (北京和合谷餐飲管理有限公司) (''HHG'') since 7 November 2017, executive director of Beijing New Spicy Way Catering Management Ltd.* (北京新辣道餐飲管理有限公司) (''New Spicy Way'') since 30 October 2018, executive director of Tianjin Hanfangweiye Food Limited* (天津漢方偉業食品有限公司) since 30 June 2017, and the general manager of Hongfu Restaurant Management (Shenzhen) Co., Ltd* (宏褔 餐飲管理(深圳)有限公司) since 10 April 2017, each being a subsidiary of the Group. From April 2014 to October 2016, Mr. Jing held the position of chief executive officer at Beijing Niologie Commercial and Trading Co., Ltd. In 2008, Mr. Jing joined Hony Capital and was eventually promoted to vice president. Mr. Jing obtained a Master's degree in business administration from China Europe International Business School in February 2008 and a bachelor's degree from Beijing Foreign Studies University in July 2002.

Pursuant to an appointment letter entered into with the Company, Mr. Jing's appointment shall be for a period of three years and is subject to retirement by rotation and is eligible for re-election at least every three years at the annual general meeting of the Company pursuant to the provisions of the Listing Rules and the Articles. Mr. Jing is not entitled to any director's fee or emoluments. Mr. Jing's remuneration is subject to review by the Board from time to time.

Save as disclosed above, Mr. Jing did not hold any directorships in other listed public companies in the last three years preceding the Latest Practicable Date. Other than that mentioned above, Mr. Jing did not have any relationship with any Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Jing did not have any interests in the securities of the Company within the meaning of Part XV of the SFO.

Saved as disclosed above, there is no information relating to Mr. Jing that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders in respect of Mr. Jing's re-election.

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APPENDIX II	DETAILS OF THE DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM

Mr. Leung Kwai Kei - Independent non-executive Director

Mr. Leung Kwai Kei (梁貴基), aged 59, has been appointed as an independent non- executive Director of the Company since 4 January 2017. Mr. Leung has over 30 years of work experience in the food and beverage industry and retail industry in Hong Kong and China. Mr. Leung worked in McDonald's Restaurants (HK) Limited and McDonald's China Company Limited from 1988 and used to play managerial roles in various departments for more than 20 years. Mr. Leung also held executive positions in other multinationals including Walmart China Company Limited as the Senior Vice President of business development and as Country Manager for Regus Property (Shanghai) Company Limited. Mr. Leung currently works in Mei-Xin Food (Guangzhou) Company Limited as General Manager for their China headquarters and Japanese restaurant business. Mr. Leung holds a Master of Management degree from Macquarie University and a Bachelor of Economics degree from the University of Sydney. He is a qualified Certified Practicing Accountant in ASPCA of Australia.

Pursuant to an appointment letter entered into with the Company, Mr. Leung's appointment shall be for a period of three years and is subject to retirement by rotation and re-election at the annual general meeting of the Company pursuant to the provisions of the Listing Rules and the Articles. As at the Latest Practicable Date, Mr. Leung was entitled to receive his remuneration of HK$161,000 per annum from the Company, which is determined with reference to the experience and duties of Mr. Leung as well as the Company's remuneration policy, his duties and responsibility within the Group and his expected contribution to the Group. Details of Mr. Leung's remuneration are set out in note 13 to the financial statements in the annual report of the Company for the year ended December 31, 2020. Mr. Leung's remuneration is subject to review by the Board from time to time.

Save as disclosed above, Mr. Leung did not hold any directorships in other listed public companies in the last three years preceding the Latest Practicable Date. Other than that mentioned above, Mr. Leung did not have any relationship with any Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Leung did not have any interests in the securities of the Company within the meaning of Part XV of the SFO.

Saved as disclosed above, there is no information relating to Mr. Leung that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders in respect of Mr. Leung's re-election.

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APPENDIX II	DETAILS OF THE DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM

Mr. Lo Wei-Ren- Independent non-executive Director

Mr. Lo Wei-Ren (also known as Mr. Lo Lobo) (羅維仁), aged 61, has been appointed as an independent non-executive Director of the Company since 27 April 2021. Mr. Lo has over 30 years of experience in the international restaurant chain business. Mr. Lo served as Senior Advisor in Unitas Capital from May 2014 to January 2016, and was appointed as Chairman of Babela Group from June 2014 to February 2016. From October 2012 to September 2014, Mr. Lo served as Chief Strategic Advisor for the Beijing Xinladao restaurant group who is mainly responsible for brand re-positioning, organization functionality restructuring and brand strategic development. From May 2008 to January 2009, Mr. Lo served as the Executive Board Director for China Grand Automotive Services Group Co., Ltd., a portfolio company of Texas Pacific Group. Mr. Lo served as Brand General Manger for Pizza Hut & Pizza Delivery Home Service brands from May 1997 to May 2008 and was promoted to the Vice President and Brand General Manager for Yum China Inc. from November 2003 to May 2008, with a total of 11 years' tenure in Yum China from 1997 to 2008. Mr. Lo obtained an Associate degree in Hotel & Restaurant management from Katherine Gibbs Business School in New York in July 1993 and attended the Executive Management program from Wharton Business School in November 2007.

Pursuant to an appointment letter entered into with the Company, Mr. Lo's appointment shall be for a period of three years and is subject to retirement by rotation and re-election at the annual general meeting of the Company pursuant to the provisions of the Listing Rules and the Articles. As at the Latest Practicable Date, Mr. Lo was entitled to receive his remuneration of HK$161,000 per annum from the Company, which is determined with reference to the experience and duties of Mr. Lo as well as the Company's remuneration policy, his duties and responsibility within the Group and his expected contribution to the Group. Mr. Lo's remuneration is subject to review by the Board from time to time.

Save as disclosed above, Mr. Lo did not hold any directorships in other listed public companies in the last three years preceding the Latest Practicable Date. Other than that mentioned above, Mr. Lo did not have any relationship with any Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Lo did not have any interests in the securities of the Company within the meaning of Part XV of the SFO.

Saved as disclosed above, there is no information relating to Mr. Lo that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders in respect of Mr. Lo's re-election.

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NOTICE OF ANNUAL GENERAL MEETING

BEST FOOD HOLDING COMPANY LIMITED

百 福 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01488)

NOTICE IS HEREBY GIVEN that an annual general meeting (the ''AGM'') of Best Food Holding Company Limited (the ''Company'') will be held at Room Shensi, 6F, South Tower C, Raycom Info Tech Park, No. 2, Kexueyuan South Road, Haidian District, Beijing, China, on Tuesday, June 8, 2021 at 9:30 a.m. for the following purposes:

1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the
   ''Directors'', each a ''Director'') and the auditors of the Company for the year ended 31 December 2020.
2. To re-elect Mr. Jing Shen as an executive Director.
3. To re-elect Mr. Leung Kwai Kei as an independent non-executive Director.
4. To re-elect Mr. Lo Wei-Ren as an independent non-executive Director.
5. To authorize the board of Directors (the ''Board'') to fix the remuneration of the Directors.
6. To re-appoint PricewaterhouseCoopers as auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration.

As ordinary business, to consider and if thought fit, pass the following resolutions (with or without modifications) as ordinary resolutions of the Company:

7. ''THAT:

1. subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares of HK$0.10 each in the capital of the Company (the ''Shares'') and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) of this resolution shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;
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NOTICE OF ANNUAL GENERAL MEETING

1. the aggregate 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) of this resolution during the Relevant Period (as hereinafter defined), otherwise than pursuant to (I) a Rights Issue (as hereinafter defined); (II) any issue of Shares for the grant or exercise of any option under any share option scheme of the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; or (III) any issue of Shares as scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (IV) any issue of Shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing warrants of the Company or any existing securities of the Company, shall not exceed 20% of the total number of issued Shares as at the date of this resolution and the said approval shall be limited accordingly; and
2. for the purpose of this resolution:
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earlier of:
3. 1. the conclusion of the next annual general meeting of the Company;

1. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; and

1. the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in a general meeting.

''Rights Issue'' means an offer of shares open for a period fixed by the Board to shareholders of the Company whose name appear on the register on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusion or other arrangements as the Board 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 recognized regulatory body or any stock exchange in any territory outside Hong Kong).''

8. ''THAT:

1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period of all powers of the Company to buy back the issued Shares, subject to and in accordance with all applicable laws, rules and regulations of the Securities and Futures Commission and The Stock Exchange of Hong Kong
2. • 17 -

NOTICE OF ANNUAL GENERAL MEETING

Limited, including without limitation the requirements of the Rules governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time, be and is hereby generally and unconditionally approved;

1. the aggregate number of Shares which the Directors are authorised to buy back pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
2. for the purpose of this resolution:
   ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;

1. the expiration of the period within which the next annual general meeting of the Company is required to be held by any other applicable law of the Cayman Islands or the articles of association of the Company; and

1. the revocation or variation of this resolution of the Shareholders in general meeting.

As special business, to consider and, if thought fit, pass the following resolution (with or without modifications) as ordinary resolution of the Company:

9. ''THAT conditional upon resolutions no. 7 and 8 above being passed, the unconditional general mandate granted to the Directors to allot, issue or otherwise deal with additional Shares and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to resolution no. 7 set out in the notice convening the AGM be and is hereby extended by the addition thereto of such number of Shares representing the aggregate number of Shares which are bought back by the Company under the authority granted to the Directors pursuant to resolution no. 8 above in the notice convening the AGM, provided that such number of additional Shares shall not exceed 10% of the total number of issued Shares as at the date of passing of this resolution.''

By Order of the Board

Best Food Holding Company Limited

Zhao John Huan

Chairman

Hong Kong, April 29, 2021

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NOTICE OF ANNUAL GENERAL MEETING

Registered Office:

Cricket Square

Hutchins Drive

P.O. Box 2681

Grand Cayman, KY1-1111

Cayman Islands

Principal office in Hong Kong:

Suite 11, 70/F

Two International Finance Centre

No. 8 Finance Street

Central

Hong Kong

As at the date of this notice, the Board comprises three executive Directors, namely Mr. Zhao John Huan, Mr. Wang Xiaolong and Mr. Jing Shen and three independent non-executive Directors, namely Mr. Leung Kwai Kei, Mr. Heng Victor Ja Wei, and Mr. Lo Wei-Ren.

Notes:

1. Any member entitled to attend and vote at the AGM is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.
2. Where there are joint registered holders of any Share, any one of such joint holders 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 AGM, 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 join holding. Several executors or administrators of a deceased member in whose name any Share stands shall be deemed joint holders thereof.
3. The proxy form appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof, it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.
4. The proxy form and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority must be deposited at the Company's Hong Kong branch share registrar, Tricor Secretaries Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 9:30 a.m. on Sunday, June 6, 2021, or not less than 48 hours before the time for holding any adjourned meeting (as the case may be), and in default the proxy form shall not be treated as valid.
5. Completion and return of the proxy form shall not preclude members of the Company from attending and voting in person at the AGM and in such event, the instrument appointing a proxy shall be deemed to be revoked.
6. • 19 -

NOTICE OF ANNUAL GENERAL MEETING

6 For determining the entitlement to attend and vote at the AGM or any adjournment thereof, the record date is fixed on June 2, 2021. Shareholders whose names appear on the Register of Members of the Company at the close of business on the record date will be entitled to attend and vote at the AGM. In order to be entitled to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on June 2, 2021.

1. To safeguard the health and safety of shareholders and to prevent the spreading of the coronavirus (COVID-19) pandemic, the following measures will be implemented at the AGM:
   . Each attendee will be required to undergo a mandatory body temperature check and sign a health declaration form before entering the AGM venue. Any person with a body temperature above 37.4 degree Celsius, or is exhibiting flu-like symptoms, may be denied entry into the AGM venue and be required to leave the AGM venue.
   . Shareholders, proxies and other attendees are required to comply with the latest epidemic prevention policy requirements of the PRC government and present the corresponding health certificate. Any person who does not comply with this requirement will be required to leave the AGM venue.
   . Shareholders, proxies and other attendees are required to wear surgical face masks inside the AGM venue at all times. Any person who does not comply with this requirement will be required to leave the AGM venue.
   . No refreshments will be served at the AGM.
   For the health and safety of our shareholders, the Company would like to encourage shareholders to appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM, instead of attending the AGM in person.
2. A proxy form for use at the AGM is enclosed.

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