Labixiaoxin Snacks : (I) RENEWAL OF GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES, (II) RE-ELECTION OF DIRECTORS, (III) PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

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.

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)

(I) RENEWAL OF

GENERAL MANDATES TO ISSUE SHARES AND

TO BUY BACK SHARES,

1. 1. RE-ELECTIONOF DIRECTORS,
2. PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Unit 1603-04, 16/F, Causeway Bay Plaza One, 489 Hennessy Road, Causeway Bay, Hong Kong on Wednesday, 23 June 2021 at 10:30 a.m. is set out on pages 34 to 40 of this circular.

Precautionary measures and special arrangements for the Annual General Meeting

Considering the outbreak of the coronavirus (COVID-19), certain measures will be implemented at the Annual General Meeting with a view to addressing the risk to attendees of infection, including, without limitation, (i) all attendees being required to (a) undergo compulsory body temperature check; (b) complete a health declaration (a copy of the form is enclosed with this circular), which may be used for contact tracing, if required; and (c) wear surgical masks prior to admission to the venue of the Annual General Meeting; (ii) attendees who are subject to health quarantine prescribed by the HKSAR Government not being admitted to the venue of the Annual General Meeting; (iii) all attendees being required to wear surgical masks throughout the Annual General Meeting; (iv) each attendee being assigned a designated seat at the time of registration to ensure social distancing; and (v) no refreshment packs or coffee/tea being provided.

The Company reminds attendees that they should carefully consider the risks of attending the Annual General Meeting, taking into account their own personal circumstances. Furthermore, the Company would like to remind Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising their voting rights and strongly recommends that Shareholders appoint the Chairman of the Annual General Meeting as their proxy and submit their form of proxy as early as possible. The form of proxy can be downloaded from the Company's website (www.lbxxgroup.com) or the Stock Exchange's website. The Company will keep the evolving COVID-19 situation under review and may implement additional measures which it will announce closer to the date of the Annual General Meeting.

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 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting. The completion of a form of proxy will not preclude you from attending and voting at the Annual General Meeting in person should you so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.

12 May 2021

		CONTENTS
			Page
Definitions . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I	-	Explanatory Statement on the Share Buy-back Mandate . . . . . . . . . . . . . .	12
Appendix II	-	Details of the Directors to be re-elected . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix III	-	Summary of Principal Terms of the New Share Option Scheme . . . . . . . . .	20
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34

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DEFINITIONS

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

"Adoption Date"	the date on which the New Share Option Scheme will be
	approved and adopted by an ordinary resolution of the
	Shareholders

"Annual General Meeting"

"associate(s)"

"Board"

"Bye-laws"

"Company"

the annual general meeting of the Company to be held at Unit 1603-04, 16/F, Causeway Bay Plaza One, 489 Hennessy Road, Causeway Bay, Hong Kong on Wednesday, 23 June 2021 at 10:30 a.m., for the purpose of considering and if thought fit, approving the resolutions proposed in this circular, or any adjournment thereof

has the same meaning ascribed to it under the Listing Rules

the board of Directors

the bye-laws of the Company as amended, modified or otherwise supplemented from time to time

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"

"connected person(s)"

"Director(s)"

"Eligible Participant"

the Companies Act 1981 of Bermuda, as amended, supplemented or otherwise modified from time to time

has the same meaning ascribed to it under the Listing Rules

the director(s) of the Company

has the meaning ascribed to it under paragraph (b) of

"APPENDIX III - SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME"

"Existing Share Option Scheme" the existing share option scheme of the Company at the AGM adopted on 23 September 2011

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DEFINITIONS

"General Mandate"

"Group"

"HK$"

"Hong Kong"

"Latest Practicable Date"

"Listing Rules"

"New Share Option Scheme"

"Option(s)"

"PRC"

"SFO"

"Share(s)"

"Share Buy-back 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 resolution

the Company and its subsidiaries

Hong Kong dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the People's Republic of China

7 May 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

the Rules Governing the Listing of Securities on the Stock Exchange

the new share option scheme proposed to be adopted by the Company at the AGM, a summary of the principal terms of which is set out in the Appendix III to this circular

option(s) to subscribe for Shares pursuant to the Existing Share Option Scheme or the New Share Option Scheme

the People's Republic of China

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

ordinary shares of US$0.05 each in the share capital of the Company

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 of the Company in issue as at the date of passing the relevant resolution

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DEFINITIONS

"Shareholder(s)"

"Stock Exchange"

"substantial shareholder(s)"

"Takeovers Code"

"United States"

"US$"

"%"

holder(s) of the Share(s)

The Stock Exchange of Hong Kong Limited

has the same meaning ascribed to it under the Listing Rules

The Hong Kong Code on Takeovers and Mergers

the United States of America

United States dollar, the lawful currency of the United States

per cent.

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