BAIOO Family Interactive Limited — Proxy Solicitation & Information Statement 2018

Apr 27, 2018

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2100)

FORM OF PROXY For use by members at the Annual General Meeting to be held at 3:00 p.m. on Friday, 29 June 2018 or any adjournment thereof

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

I/We (Note2) of being the registered holder(s) of Share(s) (Note 1) in the issued share capital of BAIOO Family (Note 3) Interactive Limited (the “ Company ”) hereby appoint the chairman of the 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 annual general meeting (the “ AGM ”) of the Company to be held at Room 1501–02, 15/F, HKUST Business School Central, Hong Kong Club Building, 3A Chater Road, Central, Hong Kong at 3:00 p.m. on Friday, 29 June 2018 (and at any adjournment thereof).

Name of proxy who is entitled to vote on the resolution on a show of hands at the AGM 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) .

	ORDINARY RESOLUTIONS	FOR	(Note 4)	AGAINST	(Note 4)
1.	To consider and adopt the audited consolidated financial statements of the Company for the year
	ended 31 December 2017 and the reports of the directors of the Company (the “Directors”) and
	the auditor of the Company (the “Auditor”) thereon.
2.	To declare a special dividend of HK$0.021 per ordinary share of the Company for the year ended
	31 December 2017.
3(a).	To re-elect Mr. WU Lili as an executive Director.
3(b).	To re-elect Mr. WANG Xiaodong as an executive Director.
3(c).	To re-elect Mr. MA Xiaofeng as an independent non-executive Director.
3(d).	To authorize the board of Directors (the “Board”) to fix the directors’ remuneration.
4.	To re-appoint PricewaterhouseCoopers as Auditor and to authorize the Board to fix its
	remuneration.
5.	To give a general mandate to the Directors to repurchase shares of the Company not exceeding
	10% of the total number of issued shares of the Company as at the date of passing of this
	resolution.
6.	To give a general mandate to the Directors to issue, allot and deal with additional shares of the
	Company not exceeding 20% of the total number of issued shares of the Company as at the date
	of passing of this resolution.
7.	To extend the general mandate granted to the Directors to issue, allot and deal with additional
	shares in the capital of the Company by the number of the shares repurchased by the Company.
8.	To give a specific mandate to the Directors to issue shares of the Company under the post-IPO
	restricted share unit scheme of the Company.

Date:

(Note 5)

Signature(s)

2018

Notes:

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 AGM 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.

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.

1. 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.

2. 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.

3. 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.

4. 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, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.

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

6. The full text of the ordinary resolutions 5 to 8 are set out in the notice of AGM of the Company dated 27 April 2018.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.