BAIOO Family Interactive Limited — Proxy Solicitation & Information Statement 2022

Mar 11, 2022

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “ EGM ”) of BAIOO Family Interactive Limited (the “ Company ”) will be held with a combination of (a) a physical meeting at 31st Floor, Goldchi Building, 120 Huangpu W Ave, Tianhe, Guangzhou, Guangdong, China, 510623; and (b) a virtual meeting online at 2 p.m. on Friday, 1 April 2022 for considering and, if thought fit, passing (with or without amendments) the following purposes:

1. To consider and, if thought fit, pass with or without amendments, the following resolution as ordinary resolution:

2. (a) To approve and confirm the Renewed Shiwuyu Agency Agreement and the transaction contemplated thereunder by the Group, and the revision of the Annul Cap to the Further Revised Shiwuyu Annual Cap; and

3. (b) To authorise any one or more of the Directors to do all such acts and things and execute all such documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the terms of the Renewed Shiwuyu Agency Agreement (including the Further Revised Shiwuyu Annual Cap) and the transaction contemplated thereunder.

By Order of the Board BAIOO Family Interactive Limited DAI Jian

Chairman, Chief Executive Officer and Executive Director

Hong Kong, 14 March 2022

Notes:

1. All resolutions at the EGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. 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 provided that each proxy is appointed to represent the respective number of shares held by the shareholder as specified in the relevant proxy form. A proxy need not be a shareholder of the Company.

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1. In order to be valid, the completed form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

2. For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 29 March 2022 to Friday, 1 April 2022, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 28 March 2022.

3. The Company will conduct a hybrid EGM involving electronic means through a ZOOM live webcast, which allows Shareholders to speak and see and be able to listen to the proceedings in the EGM in live video broadcast or through audio recording after the EGM (upon an email request to isenquiries@hk.tricorglobal.com or telephone hotline at (852) 2980 1333 of Tricor Investor Services Limited) in a convenient and efficient way from anywhere with an Internet connection. Shareholders will be able to view the live video broadcast and participate in the EGM via their mobile phones, tablet, or computers. The live broadcast option can also broaden the reach of the EGM to Shareholders who do not wish to attend physically due to concerns on attending large scale events under the current COVID-19 pandemic situation, or for other overseas Shareholders who are unable to attend in person.

4. Although Shareholders are welcome to attend the EGM physically in person if they so wish, the Company strongly recommends Shareholders to attend the EGM via the online option. The Company will also implement the prevention and control measures at the EGM to safeguard the health and safety of the Shareholders, staff and other stakeholders attending the EGM. For more details, please refer to section headed “Precautionary Measures for the EGM” of this circular. If the venue of the EGM is closed in response to the COVID-19 pandemic outbreak, the EGM will continue to be held via the online platform.

5. Shareholders of the Company who wish to join EGM online via the ZOOM live webcast must register by 2 p.m. on Wednesday, 30 March 2022 (being not less than forty-eight (48) hours before the EGM) to is-enquiries@hk.tricorglobal.com or telephone hotline (852) 2980 1333 of Tricor Investor Services Limited. Following authentication of his/her/its status as shareholders of the Company, authenticated shareholders of the Company will receive an email instruction on how to join the ZOOM live webcast to observe the proceedings of the EGM by Friday, 1 April 2022. Shareholders of the Company who registers for the ZOOM live webcast may submit questions related to the resolutions to be tabled for approval at the EGM. To do so, all questions must be submitted by 2 p.m. on Wednesday, 30 March 2022 (being not less than forty-eight (48) hours before the EGM) by email to is-enquiries@hk.tricorglobal.com or telephone hotline (852) 2980 1333 of Tricor Investor Services Limited. Shareholders MUST NOT forward the URL to other persons who are not the Shareholders and who are not entitled to attend the EGM.

If such Shareholder of the Company (whether individual or corporate) wishes to exercise his/her/its voting rights at the EGM, he/she/it may appoint the chairman of the EGM as his/her/its proxy to vote on his/her/its behalf at the EGM. In appointing the chairman of the EGM as proxy, a Shareholder of the Company (whether individual or corporate) must give specific instructions as to voting in the form of proxy, the duly completed and signed form of proxy must be deposited together with a power of attorney or other authority (if any) under which it is signed or a certified copy of that power or authority at the office of the Company’s Hong Kong share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 2 p.m. on Wednesday, 30 March 2022 (being not less than fortyeight (48) hours before the EGM), failing which the appointment will be treated as invalid.

If you have any queries on the above, please contact the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, via their hotline at (852) 2980 1333 from 9 a.m. to 5 p.m. (Monday to Friday, excluding Hong Kong public holidays).

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1. Shareholders who wish to attend the EGM and exercise their voting rights can be achieved in one of the following ways:

2. (1) attend the EGM in person and vote at the EGM venue;

3. (2) appoint chairman of the EGM or other persons as your proxy to vote on your behalf.

Your proxy’s authority and instruction will be revoked if you attend and vote in person at the EGM.

1. In the event of inconsistency, the English text of this notice shall prevail over the Chinese text.

As at the date of this announcement, the executive directors of the Company are Mr. DAI Jian, Mr. WU Lili and Mr. LI Chong; the independent non-executive directors of the Company are Ms. LIU Qianli, Dr. WANG Qing and Mr. MA Xiaofeng.

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