Boyaa Interactive International Limited — Board/Management Information 2020

May 29, 2020

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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Boyaa Interactive International Limited 博雅互動國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0434)

RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board of directors (the “ Board ”) of Boyaa Interactive International Limited (the “ Company ”) announces that:

RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

In accordance with the amended and restated memorandum and articles of association of the Company, Mr. Sun Zihua (“ Mr. Sun ”), an independent non-executive director of the Company is due to retire from the Board by rotation at the forthcoming annual general meeting of the Company (the “ 2020 AGM ”). Mr. Sun has informed the Board that he will not offer himself for re-election as he would like to devote more time to his personal endeavours and accordingly he will retire at the conclusion of the 2020 AGM.

Upon retirement, Mr. Sun will also cease to be a member of each of the audit committee of the Company (the “ Audit Committee ”), the remuneration committee of the Company (the “ Remuneration Committee ”), the nomination committee of the Company (the “ Nomination Committee ”) as well as the chairman of the independent investigation committee of the Company (the “ Independent Investigation Committee ”).

Mr. Sun has confirmed that he has no disagreement with the Board and is not aware of any matters that need to be brought to the attention of the shareholders of the Company (the “ Shareholder(s) ”) in relation to his retirement.

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The Board would like to express its gratitude to Mr. Sun for his contribution to the Company during his term of office.

PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

In order to guarantee the good governance structure of the Company, Mr. Kong Fanwei (孔凡 偉) (“ Mr. Kong ”) has been nominated as candidate for election as an independent non-executive director of the Company at the 2020 AGM to fill up the vacancy created by the retirement of Mr. Sun, with effect from the date of 2020 AGM. Upon the appointment, he will also act as a member of each of the Audit Committee, the Remuneration Committee, the Nomination Committee and the Independent Investigation Committee.

Mr. CHOI Hon Keung Simon (“ Mr. Choi ”), an independent non-executive director of the Company, will be appointed as the chairman of the Independent Investigation Committee, with effect from the date of the 2020 AGM.

Details of Mr. Kong, which are required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) are set out as follows:

Mr. Kong, aged 42, obtained a bachelor degree in Mechanical Engineering at Jilin Electrification College * ( 吉林電氣化專科學校 ) (merged into as Beihua University in 1999) in September 2000. He served as the regional general manager of Dalian of Electrolux (China) Home Appliances Co., Ltd. ( 伊萊克斯（中國）電器有限公司 ) , the holding company of which is a company listed on the Nasdaq Stockholm AB (stock code: ELUXa), from June 2001 to June 2004, responsible for market development and maintenance in Dalian. Mr. Kong then served as the chief executive officer of China region of Happy Call (Shanghai) Co., Ltd. * ( 樂喚貿易（上海）有限公司 ) , from July 2010 to May 2011, responsible for marketing and operation in the PRC. From May 2011 to May 2012, Mr. Kong served as the acting chief executive officer at the South Korea NUC China Branch, responsible for market development and operation as well as online and offline sales and marketing in the PRC.

Mr. Kong founded Zuanji (Dalian) Science and Technology Co., Ltd. * ( 鑽技（大 連）科技有限公司 ) (formerly known as Dalian Xunchi Trading Co., Ltd * ( 大連迅馳商貿有限 公司 ) in August 2006; thereafter he also founded Happy Call (Dalian) Co., Ltd. * ( 樂喚（大連） 有限公司 ) in November 2010; and Zuanji (Shanghai) Information Technology Co., Ltd. * ( 鑽技 （上海）信息科技有限公司 ) in January 2018, respectively. Mr. Kong has been serving as the chief executive officer of all the aforementioned companies till present. He has extensive experience in corporate business management and operation.

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Mr. Kong has not held any other directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas for the last three years.

As of the date of this announcement, Mr. Kong does not have any interests in the shares or underlying shares of the Company pursuant to Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

As of the date of this announcement, Mr. Kong (i) does not hold any other positions in the Company or its subsidiaries; and (ii) does not have any relationship with any directors, senior management, substantial Shareholders (as defined in the Listing Rules) or controlling Shareholders (as defined in the Listing Rules) of the Company.

Subject to the approval of the Shareholders on the proposed election of the proposed director at the 2020 AGM, the letter of appointment entered by Mr. Kong and the Company will be effective at the conclusion of 2020 AGM, pursuant to which he will be appointed as an independent non-executive director of the Company for a term commencing from the date of the appointment and expiring at the conclusion of the next annual general meeting of the Company in 2021, which can be further renewed by mutual agreement. The directorship of Mr. Kong will be subject to retirement by rotation and re-election pursuant to the articles of association of the Company.

Mr. Kong will be entitled to a director’s fee of HK$150,000 per annum which has been recommended by the Remuneration Committee and approved by the Board based on Mr. Kong’s qualifications and experience, his level of responsibilities undertaken and the prevailing market conditions. The director’s fee of Mr. Kong will be subject to annual review by the Remuneration Committee and the Board.

Mr. Kong has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules. Save as disclosed above, as far as the Board is aware, there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders.

By Order of the Board Boyaa Interactive International Limited DAI Zhikang Chairman and Executive Director

Hong Kong, 29 May 2020

As at the date of this announcement, the executive directors of the Company are Mr. DAI Zhikang and Ms. TAO Ying; the independent non-executive directors are Mr. CHEUNG Ngai Lam, Mr. CHOI Hon Keung Simon and Mr. SUN Zihua.

• For identification purpose only

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