Xiabuxiabu Catering Management China : PROPOSED GRANT OF GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES; PROPOSED DECLARATION AND PAYMENT OF FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT; PROPOSED GRANTING OF GENERAL AUTHORITY TO DECLARE AND PAY AN INTERIM DIVIDEND OUT OF SHARE PREMIUM ACCOUNT; PROPOSED RE-ELECTION OF DIRECTORS; 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, 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 Xiabuxiabu Catering Management (China) Holdings Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or the 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 the transferee.

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.

Xiabuxiabu Catering Management (China) Holdings Co., Ltd.

呷哺呷哺餐飲管理（中國）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 520)

PROPOSED GRANT OF GENERAL MANDATES

TO REPURCHASE AND TO ISSUE SHARES

PROPOSED DECLARATION AND PAYMENT OF

FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT

PROPOSED GRANTING OF GENERAL AUTHORITY

TO DECLARE AND PAY AN INTERIM DIVIDEND

OUT OF SHARE PREMIUM ACCOUNT

PROPOSED RE-ELECTION OF DIRECTORS

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Room 1703-04,World-Wide House, 19 Des Voeux Road Central, Hong Kong, on Friday, 28 May 2021 at 9 : 00 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 accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, 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 AGM (i.e. before 9 : 00 a.m. on Wednesday, 26 May 2021) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish. Please refer to the section headed ''ACTIONS TO BE TAKEN'' on page 11 of this circular for information on important precautionary measures to be taken at the AGM due to the Covid-19 pandemic.

27 April 2021

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 REPURCHASE MANDATE AND SHARE ISSUE MANDATE . . . . . . . . . . . . . 4

PROPOSED DECLARATION AND PAYMENT OF

FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT . . . . . . . . . . . . 5

PROPOSED GRANTING OF GENERAL AUTHORITY TO DECLARE AND PAY AN INTERIM DIVIDEND OUT OF

SHARE PREMIUM ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 ACTIONS TO BE TAKEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 FURTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

APPENDIX - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

- i -

DEFINITIONS

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

''AGM''	the annual general meeting of the Company to be held at Room
	1703-04,World-Wide House, 19 Des Voeux Road Central, Hong
	Kong, on Friday, 28 May 2021 at 9 : 00 a.m., or any adjournment
	thereof
''AGM Notice''	the notice convening the AGM as set out on pages 16 to 20 of
	this circular
''Articles''	the articles of association of the Company
''Board''	the board of Directors
''Cayman Companies	the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and
Law''	revised) of the Cayman Islands
''Company''	Xiabuxiabu Catering Management (China) Holdings Co., Ltd., a
	company incorporated in the Cayman Islands with limited
	liability, the issued Shares of which are listed on the main
	board of the Stock Exchange
''Directors''	the directors of the Company
''Final Dividend''	the proposed final dividend of RMB0.028 per Share
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Interim Dividend	a general authority proposed to be granted to the Directors at the
Authority''	AGM to declare and pay an interim dividend for the six months
	ending 30 June 2021 out of the credit standing in the Share
	Premium Account up to a maximum amount equivalent to 40%
	of the distributable profits of the first half of the financial year
	ending 31 December 2021, details of which are set out in
	Ordinary Resolution no. 8 of the AGM Notice
''Latest Practicable	19 April 2021, being the latest practicable date prior to the
Date''	printing of this circular for the purpose of ascertaining certain
	information for inclusion in this circular
''Listing Rules''	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited

- 1 -

	DEFINITIONS
''Ordinary	the proposed ordinary resolution(s) as referred to in the AGM
Resolution(s)''	Notice
''PRC''	the People's Republic of China, and for the purpose of this
	circular, excluding Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
''Repurchase Mandate''	a general mandate proposed to be granted to the Directors to
	exercise the powers of the Company to repurchase Shares, details
	of which are set out in Ordinary Resolution no. 5 of the AGM
	Notice
''RMB''	Renminbi, the lawful currency of the PRC
''SFC''	the Securities and Futures Commission of Hong Kong
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
''Share(s)''	share(s) of US$0.000025 each in the share capital of the
	Company
''Share Buyback Rules''	the relevant rules set out in the Listing Rules to regulate the
	repurchase by companies listed on the Main Board of the Stock
	Exchange of their own securities
''Share Issue Mandate''	a general mandate proposed to be granted to the Directors to
	exercise the powers of the Company to allot, issue and deal with
	additional Shares, details of which are set out in Ordinary
	Resolution no. 6 of the AGM Notice
''Share Premium	the share premium account of the Company, the amount
Account''	standing to the credit of which was approximately
	RMB472,271,000 as at 31 December 2020 based on the audited
	consolidated financial statement of the Group as at 31 December
	2020
''Shareholder(s)''	shareholder(s) of the Company
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	the Hong Kong Code on Takeovers and Mergers
''US$''	United States dollars, the lawful currency of the United States of
	America

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LETTER FROM THE BOARD

Xiabuxiabu Catering Management (China) Holdings Co., Ltd.

呷哺呷哺餐飲管理（中國）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 520)
Executive Directors:	Registered Office:
Mr. HO Kuang-Chi(Chairman)	Cricket Square
Ms. ZHAO Yi	Hutchins Drive
	P.O. Box 2681
Non-executive Directors:	Grand Cayman
Ms. CHEN Su-Yin	KY1-1111
Mr. ZHANG Chi (Ms. LI Jie as his alternate)	Cayman Islands
Independent Non-executive Directors:	Principal Place of
Ms. HSIEH Lily Hui-yun	Business in Hong Kong:
Mr. HON Ping Cho Terence	Room 1201, 12/F
Ms. CHEUNG Sze Man	OfficePlus @Wan Chai
	No. 303 Hennessy Road
	Wanchai
	Hong Kong
	27 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSED GRANT OF GENERAL MANDATES

TO REPURCHASE AND TO ISSUE SHARES

PROPOSED DECLARATION AND PAYMENT OF

FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT

PROPOSED GRANTING OF GENERAL AUTHORITY

TO DECLARE AND PAY AN INTERIM DIVIDEND

OUT OF SHARE PREMIUM ACCOUNT

PROPOSED RE-ELECTION OF DIRECTORS

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the AGM, Ordinary Resolutions will be proposed to seek Shareholders' approval for, among other things, (i) the granting of the Repurchase Mandate and the Share Issue Mandate to the Directors; (ii) the declaration and payment of the Final Dividend; (iii) the granting of the Interim Dividend Authority to the Directors; and (iv) the re-election of the retiring Directors.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with information regarding the proposed granting of the Repurchase Mandate and the Share Issue Mandate, the proposed declaration and payment of the Final Dividend out of the Share Premium Account, the proposed granting of the Interim Dividend Authority, the proposed re-election of the retiring Directors, and the AGM Notice.

REPURCHASE MANDATE AND SHARE ISSUE MANDATE

At the AGM, the Directors propose to seek the approval of the Shareholders for the granting to the Directors of the Repurchase Mandate and the Share Issue Mandate.

Repurchase Mandate

At the AGM, an Ordinary Resolution will be proposed that the Directors be given an unconditional general mandate to repurchase Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and which is recognized by the SFC and the Stock Exchange for such purpose, of an aggregate nominal amount of up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of approval of the Repurchase Mandate. Details of the Repurchase Mandate are set out in Ordinary Resolution no. 5 of the AGM Notice.

As at the Latest Practicable Date, the Company had an aggregate of 1,085,392,136 Shares in issue. Subject to the passing of the Ordinary Resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 108,539,213 Shares.

An explanatory statement as required under the Share Buyback Rules, giving certain information regarding the Repurchase Mandate, is set out in the appendix to this circular.

Share Issue Mandate

At the AGM, an Ordinary Resolution will also be proposed that the Directors be given an unconditional general mandate to allot, issue and deal with additional Shares of an aggregate nominal amount of up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of approval of the Share Issue Mandate.

An Ordinary Resolution will also be proposed to authorize the extension of the Share Issue Mandate by an addition thereto of an amount representing the aggregate nominal amount of the issued share capital of the Company repurchased by the Company under the Repurchase Mandate (if granted).

Subject to the passing of the Ordinary Resolution for the approval of the Share Issue Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Share Issue Mandate to allot, issue and deal with a maximum of 217,078,427 Shares.

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LETTER FROM THE BOARD

Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in Ordinary Resolutions nos. 6 and 7 of the AGM Notice, respectively.

The Repurchase Mandate and the Share Issue Mandate shall continue to be in force during the period from the date of passing of the Ordinary Resolutions for the approval of the Repurchase Mandate and the Share Issue Mandate up to (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 Articles or any applicable law to be held; or (iii) the revocation or variation of the Repurchase Mandate or the Share Issue Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

PROPOSED DECLARATION AND PAYMENT OF FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT

The Board has recommended the declaration and payment of a final dividend of RMB0.028 per Share for the year ended 31 December 2020 out of the credit standing to the Share Premium Account, subject to the Shareholders' approval at the AGM. The Final Dividend will be declared in Renminbi and paid in Hong Kong dollars, the exchange rate of which will be calculated based on the rate of exchange as quoted to the Company by The Hongkong and Shanghai Banking Corporation Limited at its middle rate of exchange prevailing on 7 June 2021.

As at the Latest Practicable Date, the Company has 1,085,392,136 Shares in issue. Based on the number of issued Shares as at the Latest Practicable Date, the Final Dividend, if declared and paid, will amount to an aggregate amount of approximately RMB30.0 million. Subject to the fulfilment of the conditions set out in the paragraph headed ''Conditions of the Payment of Final Dividend out of Share Premium Account'' below, the Final Dividend is intended to be paid out of the credit standing to the Share Premium Account pursuant to the Articles and in accordance with the Cayman Companies Law.

As at 31 December 2020, based on the audited consolidated financial statements of the Group, the amount standing to the credit of the Share Premium Account was approximately RMB472,271,000. Following the payment of the Final Dividend, there will be a remaining balance of approximately RMB442,200,000 standing to the credit of the Share Premium Account.

Conditions of the Payment of Final Dividend out of Share Premium Account

The payment of the Final Dividend out of the Share Premium Account is conditional upon the satisfaction of the following conditions:

1. the passing of an ordinary resolution by the Shareholders at the AGM declaring and approving the payment of the Final Dividend out of the Share Premium Account pursuant to the Articles; and

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LETTER FROM THE BOARD

1. the Directors being satisfied that there are no reasonable grounds for believing that the Company is, or immediately following the date on which the Final Dividend is paid will be, unable to pay its debts as they fall due in the ordinary course of business.

Subject to the fulfilment of the above conditions, it is expected that the Final Dividend will be paid in cash on or about Friday, 18 June 2021 to those Shareholders whose names appear on the register of members of the Company at close of business on Monday, 7 June 2021, being the record date for determination of entitlements to the Final Dividend.

The conditions set out above cannot be waived. If the conditions set out above are not satisfied, the Final Dividend will not be paid.

Reasons for and Effect of the Payment of Final Dividend out of Share Premium Account

For the year ended 31 December 2020, the business and operations of the Group have generated positive earnings and cash flow. The Board considers it appropriate to distribute the Final Dividend in recognition of Shareholders' support.

The Company is a holding company and a significant part of the Group's business is carried out through operating subsidiaries of the Company at which level earnings are retained. As such, the Company may not have sufficient retained earnings to pay the Final Dividend at the holding company level. After taking into account a number of factors including cash flow and financial condition of the Company, the Board considers it appropriate and proposes that Final Dividend be paid out of the Share Premium Account in accordance with the Articles and the Cayman Companies Law. The Board considers such arrangement to be in the interests of the Company and its Shareholders as a whole.

The Board believes that the payment of the Final Dividend will not have any material adverse effect on the underlying assets, business, operations or financial position of the Group and does not involve any reduction in the authorized or issued share capital of the Company or reduction in the nominal value of the Shares or result in any change in the trading arrangements in respect of the Shares.

Closure of Register of Members

The Register of Members will be closed from Thursday, 3 June 2021 to Monday, 7 June 2021 (both days inclusive), for the purpose of determining the entitlements of the Shareholders to the Final Dividend, during which period no transfer of Shares of the Company will be registered. In order to qualify for the proposed Final Dividend, all transfer of Shares accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4 : 30 p.m. (Hong Kong time) on Wednesday, 2 June 2021.

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LETTER FROM THE BOARD

PROPOSED GRANTING OF GENERAL AUTHORITY TO DECLARE AND PAY AN INTERIM DIVIDEND OUT OF SHARE PREMIUM ACCOUNT

The Board intends to put forward for approval by the Shareholders at the AGM a proposal to grant a general authority to the Directors to declare and pay an interim dividend for the six months ending 30 June 2021 out of the Share Premium Account.

Pursuant to Article 133 of the Articles, the Company may in general meeting declare dividends in any currency to be paid to the Shareholders but no such dividend shall be declared in excess of the amount recommended by the Board. Article 134 of the Articles further provides that, with the sanction of an ordinary resolution, dividends may be declared and paid out of share premium account or any other fund or account which can be authorized for this purpose in accordance with the Cayman Companies Law.

The Board considers that the Interim Dividend Authority will give the Board greater flexibility to declare an interim dividend for the six months ending 30 June 2021 out of the Share Premium Account to the Shareholders if and when the Board considers appropriate and therefore propose to seek the approval of the Interim Dividend Authority from the Shareholders at the AGM. The granting of the Interim Dividend Authority will not in itself alter the underlying assets, liabilities, business operations, management or financial position of the Company. The Board therefore considers that the Interim Dividend Authority is in the interests of the Company and the Shareholders as a whole.

Pursuant to section 34 of the Cayman Companies Law, no distribution or dividend may be paid out of share premium unless, immediately following the date on which the distribution or dividend is proposed to be paid, the Company shall be able to pay its debts as they fall due in the ordinary course of business.

The Directors undertake that they would only pay an interim dividend for the six months ending 30 June 2021 to the Shareholders out of the credit standing in the Share Premium Account pursuant to the Interim Dividend Authority as approved by the Shareholders if and when the financial position of the Company justifies such payment or distribution and subject to compliance with the requirements of the Cayman Companies Law and any applicable rules and regulations. Consistent with the established dividend policy of the Company, the Board intends to distribute dividends of no more than 40% of consolidated net profit after tax in respect of each financial year. However, as at the Latest Practicable Date, the Board did not have any concrete decision as to the declaration and payment of any dividend for the six months ending 30 June 2021. Should the Board decide to declare or make distributions out of the Share Premium Account to the Shareholders, the Company will make further announcement(s) as and when appropriate.

As at the Latest Practicable Date, the amount standing to the credit of the Share Premium Account was approximately RMB472,271,000. Following the payment of the Final Dividend, there will be a remaining balance of approximately RMB442,200,000 standing to the credit of the Share Premium Account.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

In accordance with article 84(1) of the Articles, Mr. Ho Kuang-Chi, Ms. Chen Su-Yin and Mr. Zhang Chi shall retire by rotation at the AGM and they being eligible, offer themselves for re-election at the AGM.

The Nomination Committee of the Company has reviewed the structure and composition of the Board, the confirmations and disclosures given by the retiring Directors, and the skills, experience, professional knowledge, time commitments and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and director's nomination policy, as well as the Company's corporate strategies.

In light of the background and work experience of the retiring Directors, the Nomination Committee and the Board believed that they will continue to bring valuable experience, knowledge and professionalism to the Board for its functioning and diversity. The Nomination Committee and the Board therefore recommended the re-election of all the retiring Directors who are due to retire at the AGM.

The biographical details of Mr. Ho Kuang-Chi, Ms. Chen Su-Yin and Mr. Zhang Chi are set out below:

Mr. Ho Kuang-Chi (賀光啓), aged 57, is the Chairman of the Board and an executive Director. He was appointed as our Director on 14 May 2008 and is primarily responsible for formulating the overall development strategies and business plans of our Group. Mr. Ho is also a director of each of the subsidiaries of our Group. Mr. Ho has over 20 years of experiences in the food and beverage industry. Mr. Ho founded our business in 1998 and continues to oversee the management of our operations and business. He established our first restaurant in Beijing in 1999 and has guided our operations and business in adhering to quality and innovation in our operations since our establishment. Mr. Ho was awarded the ''Most Influential Entrepreneur of Food and Beverage Industry in China in 2015 (2015年度中國餐飲最具影響力企業家)'' and the ''Most Influential Entrepreneur of Hotpot Industry in China in 2015 (2015年度中 國火鍋行業最具影響力企業家)'' by China Cuisine Association (中國烹飪協會). Mr. Ho also serves as a director of the Eighth Session of the Board of Directors of Beijing Overseas Friendship Association and has been the Vice Chairman of the Beijing Association of Taiwanese-Invested Enterprises. Mr. Ho is the husband of Ms. Chen Su-Yin, our non-executive Director.

Mr. Ho has entered into a service contract with the Company for a term of three years commencing from 28 November 2020, which can be renewed upon mutual agreement unless terminated by not less than two months' written notice.

Pursuant to the service contract, Mr. Ho is entitled to a remuneration of HK$1,220,000 per annum and he is also entitled to a discretionary bonus as may be determined by the Board and the remuneration committee of the Board based on the performance of his duties and the Company's earnings. Mr. Ho is also entitled to participate in the share incentive schemes adopted and to be adopted by the Company

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LETTER FROM THE BOARD

from time to time. Mr. Ho received a total remuneration (representing Director's fee and equity-settledshare-based payments) of approximately RMB5,851,000 from the Company for the year ended 31 December 2020. The remuneration of Mr. Ho has been determined with reference to his duties, responsibilities and experience, and the prevailing market conditions.

As at the Latest Practicable Date, Mr. Ho has the following interests in the Shares within the meaning of Part XV of the SFO:

					Approximate
					percentage of
			Number of	shareholding to
		Nature of	Underlying	total issued share
Name	Capacity	Interest	Shares	capital
Ho Kuang-Chi	Founder of a	Long position	450,000,000	41.46%
(Note)	discretionary trust
	Beneficial owner	Long position	624,904	0.06%
	Beneficiary of a trust	Long position	3,127,456	0.29%
			453,752,360		41.81%

Note: The Ying Qi Trust, a discretionary trust established by Mr. Ho (as the settlor) for the benefit of Mr. Ho and with Ying Qi PTC Limited acting as the trustee, holds the entire issued share capital of Ying Qi Investments Limited. Accordingly, Mr. Ho is deemed to be interested in the 450,000,000 Shares held by Ying Qi Investments Limited. Mr. Ho is also interested in 624,904 Shares and RSUs representing 3,127,456 Shares held on trust on his behalf by the RSU Trustee which can be exercised for nil consideration and are subject to vesting.

Save as disclosed above, Mr. Ho does not have any interest in the Shares within the meaning of Part XV of the SFO.

Ms. Chen Su-Yin (陳素英), aged 57, is a non-executive Director. She was appointed to our Board on 12 December 2012 and is primarily responsible for providing strategic advices and guidance on the business development of our Group. Ms. Chen is also a director of each of the subsidiaries of our Group. Ms. Chen has continued to provide guidance on the range and variety of foods offered and the enhancement of the tastes and flavors of our foods and the development of our dipping sauces and our hot and spicy soup base since our establishment. Our hot and spicy soup base was awarded ''Beijing Specialty Cuisine'' by Beijing Cuisine Association. Ms. Chen graduated from Taipei Ching-Chwan Commercial High School in June 1981. Ms. Chen is the wife of Mr. Ho Kuang-Chi.

According to the letter of appointment issued by the Company to Ms. Chen on 28 November 2014, and renewed in 2017 and 2020, Ms. Chen's appointment is for a fixed term of three years commencing from 28 November 2020, and she is subject to rotation and re-election at least once every three years. Ms. Chen is entitled to a director's fee of HK$313,000 per annum.

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LETTER FROM THE BOARD

				Approximate
				percentage of
			Number of	shareholding to
		Nature of	Underlying	total issued share
Name	Capacity	Interest	Shares	capital
Chen Su-Yin	Interest of spouse	Long position	453,752,360	41.81%
(Note)

Note: Ms. Chen is the wife of Mr. Ho Kuang-Chi and is deemed to be interested in the Shares which are interested by Mr. Ho Kuang-Chi under the SFO.

Save as disclosed above, Ms. Chen does not have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Zhang Chi (張弛), aged 45, is a non-executive Director. He was appointed to our Board with effect from 23 August 2017 and is primarily responsible for providing strategic advice and guidance on the business development of our Group. Mr. Zhang is a Managing Director at General Atlantic and currently serves on the firm's Management Committee. Mr. Zhang joined General Atlantic in May 2016 and heads the firm's business in China. Mr. Zhang has served on the board of directors of various portfolio companies of General Atlantic. He currently serves on the boards of Quantum Bloom Company Ltd. and Quantum Bloom Group Ltd., Futu, NetEase Cloud Music, and Ocean Link. Mr. Zhang also serves on the Investment Committee of Ocean Voyage. He previously served on the boards of China Reading Limited, SouFun Holdings Limited, Yashili International Holdings Ltd., Plateno Group, Crystal Orange Hotel Group, Asia Medical, Today Inc., Little Golden Star Education Group Holdings Limited, Kaiyuan New Century Hotel Group and AnNeng Logistics Group. He also served as a board member for both the general partner and the management company of Carlyle Beijing Partner - RMB Fund. Prior to joining General Atlantic, Mr. Zhang was a Global Partner and Managing Director at The Carlyle Group, where he focused on investment opportunities in Asia from 2006 to 2016. Before joining Carlyle in 2006, Mr. Zhang was a Vice President of M&A at Credit Suisse, based in the firm's Hong Kong office. Prior to that, he was a Vice President in the Investment Banking Division at China International Capital Corporation Limited in Beijing. Mr. Zhang received an M.A. in economics from Shanghai University of Finance and Economics.

According to letter of appointment issued by the Company to Mr. Zhang on 22 August 2017 and renewed in 2020, Mr. Zhang's appointment is for a fixed term of three years commencing from 23 August 2020 and he is subject to rotation and re-election at least once every three years. Mr. Zhang is not entitled to any Director's fee.

As at the Latest Practicable Date, Mr. Zhang does not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, none of the retiring Directors has any relationship with any other Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company nor has any of them held any other

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LETTER FROM THE BOARD

directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the Latest Practicable Date.

Save as disclosed above, there are no other matters concerning the retiring Directors that need to be brought to the attention of the Shareholders nor is there any other information relating to the retiring Directors that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

AGM

A notice convening the AGM to be held at Room 1703-04,World-Wide House, 19 Des Voeux Road Central, Hong Kong, on Friday, 28 May 2021 at 9 : 00 a.m. is set out on pages 16 to 20 of this circular. At the AGM, Ordinary Resolutions will be proposed to approve, among other things, the proposed granting of the Repurchase Mandate and the Share Issue Mandate, the proposed declaration and payment of the Final Dividend out of the Share Premium Account, the proposed granting of the Interim Dividend Authority and the proposed re-election of the retiring Directors.

ACTIONS TO BE TAKEN

Taking into account of the recent development of the Covid-19 pandemic, the Company recommends Shareholders to vote by filling in and submitting the proxy form, i.e. indicate your voting intention and designate the chairman of the AGM as your proxy to vote on your behalf, instead of attending the AGM in person.

The Company will also implement the following prevention and control measures at the AGM against the pandemic to protect the attendees from the risk of infection:

1. compulsory body temperature check will be conducted for every attendee at the entrance of the venue. Any person with a body temperature of over 37.3 degrees Celsius will not be admitted to the venue;
2. every attendee is required to clean hands with alcohol-based handrub before entering the venue and wear surgical facial mask throughout the meeting; and
3. no refreshment will be served and no corporate gifts or souvenirs will be distributed.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, 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 AGM (i.e. before 9 : 00 a.m. on Wednesday, 26 May 2021) or any adjourned meeting.

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LETTER FROM THE BOARD

Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors consider the proposed granting of the Repurchase Mandate and the Share Issue Mandate, the proposed declaration and payment of the Final Dividend out of the Share Premium Account, the proposed granting of the Interim Dividend Authority and the proposed re-election of the retiring Directors are all in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of the relevant Ordinary Resolutions to be proposed at the AGM.

FURTHER INFORMATION

Your attention is also drawn to the additional information set out in the appendix to this circular.

Yours faithfully

For and on behalf of the Board

Xiabuxiabu Catering Management (China) Holdings Co., Ltd.

Ho Kuang-Chi

Chairman and Executive Director

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APPENDIX	EXPLANATORY STATEMENT

LISTING RULES

The Listing Rules permit listed companies to repurchase their own shares on the Stock Exchange or any other stock exchange on which their shares may be listed and which is recognized by the SFC and the Stock Exchange for such purpose, subject to certain restrictions. This appendix serves as an explanatory statement, as required by the Share Buyback Rules to be sent to Shareholders in connection with the proposed grant of the Repurchase Mandate, to provide the requisite information to Shareholders for their consideration of the Repurchase Mandate.

EXERCISE OF THE REPURCHASE MANDATE

Whilst the Directors do not presently intend to repurchase any Shares immediately, they believe that the flexibility afforded by the Repurchase Mandate granted to them if the Ordinary Resolution set out as Ordinary Resolution no. 5 of the AGM Notice is passed would be beneficial to the Company and its Shareholders as a whole. It is proposed that up to 10% of the issued and outstanding Shares on the date of the passing of the resolution to approve the Repurchase Mandate may be repurchased. As at the Latest Practicable Date, 1,085,392,136 Shares were issued and outstanding. On the basis of such figures, the Directors would be authorized to repurchase up to 108,539,213 Shares during the period up to the date of the next annual general meeting in 2022, or the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law to be held, or the revocation or variation of the Repurchase Mandate by an ordinary resolution of the Shareholders at a general meeting of the Company, whichever of these three events occurs first.

REASONS FOR REPURCHASES

Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders. Such repurchases 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.

FUNDING OF REPURCHASES

Repurchases pursuant to the Repurchase Mandate would be financed entirely from the Company's available cash flow or working capital facilities. Any repurchases will be made out of funds of the Company legally permitted to be utilized in this connection in accordance with its memorandum of association, the Articles, the Listing Rules and the applicable laws of the Cayman Islands. The Company may not repurchase 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.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts for the year ended 31 December 2020) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase

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APPENDIX	EXPLANATORY STATEMENT

Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

DISCLOSURE OF INTERESTS

None of the Directors, and to the best of their knowledge, having made all reasonable enquiries, none of their associates (as defined in the Listing Rules), have any present intention, if the Repurchase Mandate is exercised, to sell any Shares to the Company or its subsidiaries.

No 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, nor have they undertaken not to do so, if the Repurchase Mandate is exercised.

DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Company's memorandum of association, the Articles, the Listing Rules and the applicable laws of the Cayman Islands.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company in the six months preceding the Latest Practicable Date.

TAKEOVERS CODE CONSEQUENCES

If as a result of a repurchase of Shares by the Company, a Shareholder's proportionate interest in the voting rights of the Company increases, such increases will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of its or their shareholding, could 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 aware of the consequences arising under the Takeovers Code of any repurchase.

As at the Latest Practicable Date, Mr. Ho Kuang-Chi, the Chairman of the Company and a controlling Shareholder, was recorded in the register required to be kept by the Company under sections 336 and 352 of the SFO as having an interest in 453,752,360 Shares, representing approximately 41.81% of the issued and outstanding share capital of the Company as at that date. In the event that the Repurchase Mandate is exercised in full and assuming that there is no change in the number of Shares held directly or indirectly by Mr. Ho Kuang-Chi, the interest of Mr. Ho Kuang-Chi in the Company will be increased to approximately 46.45% of the issued share capital of the Company immediately after the exercise in full of the Repurchase Mandate. To the best of the knowledge and belief of the Directors, such increases would give rise to an obligation to make a mandatory offer under

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APPENDIX	EXPLANATORY STATEMENT

the Takeovers Code. The Directors have no present intention to repurchase Shares to an extent that will trigger the obligations under the Takeovers Code to make a mandatory offer. In addition, in exercising the Repurchase Mandate (whether in full or otherwise), the Directors will ensure that the Company shall comply with the requirements of the Listing Rules, including the minimum percentage of Shares being held in public hands.

MARKET PRICES

The monthly highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months immediately before the Latest Practicable Date were as follows:

	Traded Market Price
	Highest	Lowest
	HK$	HK$
2020
April	7.22	5.50
May	9.39	6.81
June	9.20	7.11
July	8.84	7.46
August	10.64	7.36
September	10.64	8.48
October	14.40	9.52
November	16.84	13.04
December	19.90	15.16
2021
January	19.90	16.00
February	27.15	17.02
March	20.40	14.80
April (up to and including the Latest Practicable Date)	17.32	11.20

EXTENSION OF SHARE ISSUE MANDATE

A resolution as set out in Ordinary Resolution no. 7 of the AGM Notice will also be proposed at the AGM authorizing the Directors to increase the maximum number of new Shares which may be issued under the Share Issue Mandate by adding to it the nominal amount of any Shares repurchased pursuant to the Repurchase Mandate.

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NOTICE OF ANNUAL GENERAL MEETING

Xiabuxiabu Catering Management (China) Holdings Co., Ltd.

呷哺呷哺餐飲管理（中國）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 520)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the ''AGM'' or ''Meeting'') of Xiabuxiabu Catering Management (China) Holdings Co., Ltd. (the ''Company'') will be held on Friday, 28 May 2021 at 9 : 00 a.m. at Room 1703-04,World-Wide House, 19 Des Voeux Road Central, Hong Kong, for the following purposes:

1. To receive and consider the audited consolidated financial statements and the Reports of the Directors and Auditor of the Company and its subsidiaries for the year ended 31 December 2020.
2. To consider and, if thought fit, pass the following resolution as ordinary resolution:
3. 1. a final dividend of RMB0.028 per ordinary share of the Company of US$0.000025 for the year ended 31 December 2020 (the ''Final Dividend'') be and is hereby declared and that payment be made out of the credit standing to the share premium account of the Company to the shareholders whose names appear on the register of members of the Company at the close of business on Monday, 7 June 2021, being the record date fixed by the board of directors (the ''Board'') for determining entitlements to the Final Dividend, in Hong Kong dollars, the exchange rate of which will be calculated based on the rate of exchange as quoted to the Company by The Hongkong and Shanghai Banking Corporation Limited at its middle rate of exchange prevailing on 7 June 2021; and
   2. any director of the Company be and is hereby authorized to take such action, do such things and execute such further documents as the director may in his absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the payment of the Final Dividend.
4. To re-elect directors and to authorize the Board to fix the remuneration of directors of the Company (the ''Directors'').

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NOTICE OF ANNUAL GENERAL MEETING

1. To re-appoint the auditor of the Company and authorize the Board to fix its remuneration.
2. To consider and, if thought fit, pass the following resolution as ordinary resolution:
   ''THAT:
3. 1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period of all the powers of the Company to purchase shares of US$0.000025 each in the capital of the Company (the ''Shares'') be and is hereby generally and unconditionally approved;
   2. the aggregate nominal amount of Shares which may be purchased on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or any other stock exchange on which securities of the Company may be listed and which is recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange pursuant to the approval in paragraph
   3. 1. above shall not exceed or represent more than 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution, and the said approval shall be limited accordingly;

for the purpose of this resolution, ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:

1. the conclusion of the next annual general meeting of the Company; or
2. 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 to be held; or
3. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.''

6. To consider and, if thought fit, pass the following resolution as ordinary resolution:

''THAT a general mandate be and is hereby unconditionally given to the Directors to exercise full powers of the Company to allot, issue and deal with additional Shares (including the making and granting of offers, agreements and options which might require Shares to be allotted, whether during the continuance of such mandate or thereafter) provided that, otherwise than pursuant to (i) a rights issue where Shares are offered to shareholders on a fixed record date in proportion to their then holdings of Shares; (ii) an issue of Shares pursuant to the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities which carry rights to subscribe for or are convertible into Shares; (iii) the exercise of options granted under any share incentive plan adopted by the Company; (iv) an issue of Shares pursuant to any

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NOTICE OF ANNUAL GENERAL MEETING

restricted share award scheme adopted by the Company or (v) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend in accordance with the articles of association of the Company, the aggregate nominal amount of the Shares allotted shall not exceed the aggregate of:

1. 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, plus
2. (if the Directors are so authorized by a separate ordinary resolution of the shareholders of the Company) the nominal amount of the share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of ordinary resolution no. 7).

Such mandate shall expire at the earliest of:

1. 1. the conclusion of the next annual general meeting of the Company; or
   2. 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 to be held; or
   3. the date of any revocation or variation of the mandate given under this resolution by ordinary resolution of the shareholders of the Company at a general meeting.''
2. To consider and, if thought fit, pass the following resolution as ordinary resolution:
   ''THAT subject to ordinary resolutions nos. 5 and 6 being duly passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares pursuant to ordinary resolution no. 6 be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution no. 5, provided that such extended amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution.''
3. ''THAT a general authority be granted to the Directors to declare and pay an interim dividend for the six months ending 30 June 2021 out of the credit standing to the Company's share premium account to the shareholders of the Company during the period from the date of passing of this resolution until 31 December 2021 if and when the Directors consider appropriate, subject to a maximum amount equivalent to 40% of the distributable profits of the first half of the

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NOTICE OF ANNUAL GENERAL MEETING

financial year ending 31 December 2021 and the applicable provisions of the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands.''

	By Order of the Board
	Ho Kuang-Chi
	Chairman
Hong Kong, 27 April 2021
Registered office:	Principal place of business in Hong Kong:
Cricket Square	Room 1201, 12/F
Hutchins Drive	OfficePlus @Wan Chai
P.O. Box 2681	No. 303 Hennessy Road
Grand Cayman	Wanchai
KY1-1111	Hong Kong
Cayman Islands

Notes:

1. Any member entitled to attend and vote at the above Meeting is entitled to appoint another person as his proxy to attend and vote in his stead. 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 Meeting. A proxy need not be a member of the Company.
2. In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be deposited at the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the above Meeting (i.e. before 9 : 00 a.m. on Wednesday, 26 May 2021) or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending and voting in person if he so wishes, and in such event, the form of proxy will be deemed to be revoked.
3. A form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its seal or under the hand of an officer, attorney or other person duly authorized to sign the same.
4. In the case of joint holders of any Shares, any one of such joint holders may vote at the above Meeting, either in person or by proxy, in respect of such Shares as if he were solely entitled thereto. However, if more than one of such joint holders are present at the Meeting, the vote of the senior holder 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 is determined by the order in which the names stand in the register of members of the Company (the ''Register of Members'') in respect of the joint holdings.
5. On a poll, every member present in person or by proxy shall be entitled to one vote for each Share registered in his name. The result of such poll shall be deemed to be the resolution of the Meeting at which the poll was so taken.
6. The Board has recommended a final dividend of RMB0.028 per Share for the year ended 31 December 2020 and, if resolution no. 2 is approved, it is expected that the final dividend will be paid on or about 18 June 2021 to those shareholders whose names appear on the Register of Members at close of business on 7 June 2021. The final dividend will be declared in Renminbi and paid in Hong Kong dollars, the exchange

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NOTICE OF ANNUAL GENERAL MEETING

rate of which will be calculated based on the rate of exchange as quoted to the Company by The Hongkong and Shanghai Banking Corporation Limited at its middle rate of exchange prevailing on 7 June 2021.

1. To ascertain shareholders' eligibility to attend and vote at the AGM, the Register of Members will be closed from 25 May 2021 to 28 May 2021 (both days inclusive), during which period no transfer of Shares will be registered. In order to be entitled to attend and vote at AGM, all transfer of Shares accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4 : 30 p.m. on 24 May 2021.
   To ascertain shareholders' entitlement to the proposed final dividend upon passing of resolution no. 2, the Register of Members will be closed from 3 June 2021 to 7 June 2021 (both days inclusive), during which period no transfer of Shares will be effected. In order to be qualified for the proposed final dividend, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4 : 30 p.m. on 2 June 2021.
2. Concerning resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares of the Company in circumstances which they deem appropriate for the benefit of the shareholders. The explanatory statement containing the information necessary to enable the shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own Shares, as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited is set out in the appendix to the circular of the Company dated 27 April 2021.
3. Taking into account of the recent development of the Covid-19 pandemic, the Company recommends Shareholders to vote by filling in and submitting the proxy form, i.e. indicate your voting intention and designate the chairman of the AGM as your proxy to vote on your behalf, instead of attending the AGM in person.
   The Company will also implement the following prevention and control measures at the AGM against the pandemic to protect the attendees from the risk of infection:
4. 1. compulsory body temperature check will be conducted for every attendee at the entrance of the venue. Any person with a body temperature of over 37.3 degrees Celsius will not be admitted to the venue;
   2. every attendee is required to clean hands with alcohol-based handrub before entering the venue and wear surgical facial mask throughout the meeting; and
   3. no refreshment will be served and no corporate gifts or souvenirs will be distributed.

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