BAIOO Family Interactive Limited — Proxy Solicitation & Information Statement 2015

Jul 29, 2015

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BAIOO Family Interactive Limited 百奥家庭互動有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock code: 2100)

Number of shares to which this form of proxy relates (Note 1)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 14 AUGUST 2015

I/We (Note2)

of

being the registered holder(s) of

share(s) (Note 1)

of US$0.0000005 each in the issued share capital of BAIOO Family Interactive Limited (the “ Company ”) HEREBY APPOINT the Chairman of the (Note 3) meeting or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the extraordinary general meeting (the “ EGM ”) of the Company to be held at Applause Room, Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong at 3 p.m. on Friday, 14 August 2015 (and at any adjournment thereof).

Name of proxy who is entitled to vote on the resolution on a show of hands at the EGM if more than one proxy are appointed (Note 3)

Please tick (“  ”) the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (Note 4).

Please tick (“”) the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (Note 4).	Please tick (“”) the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (Note 4).	Please tick (“”) the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (Note 4).
ORDINARY RESOLUTION			FOR	AGAINST
1(a).		To approve and confirm the proposed grant of 30,000,000 restricted share units to Dr. XU Gang, a chief executive officer of the Company, in accordance with the terms of the post-IPO restricted share unit scheme adopted by the Company on 18 March 2014, which took effect on 10 April 2014 and was amended on 19 June 2015, subject to all applicable laws, rules, regulations and the applicable award document(s).
1(b).		To authorize any one or more of the directors of the Company to take such actions, do such things, which in their opinion may be necessary, desirable or expedient for the purpose of giving effect to and/or to implement the transactions contemplated in this Resolution.
Date: Notes:	2015 Signature(s) (Note 5)

1. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

4. On a show of hands every shareholder who is present in person or by proxy shall have one vote provided that where more than one proxy is appointed by a shareholder which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. In the case of a poll, every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“  ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“  ”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion.

6. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

7. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

8. In order to be valid, this completed 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 at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish, but the appointment of the proxy will be revoked if you attend in person at the meeting.