Boyaa Interactive International Limited — Proxy Solicitation & Information Statement 2016

Apr 25, 2016

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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)

Form of proxy for the Annual General Meeting to be held on Thursday, 26 May 2016

I/We [(Note][1)] of being the registered holder(s) of share(s) (Note 2) of US$0.00005 each in the share capital of the above-named Company HEREBY APPOINT THE CHAIRMAN OF THE ANNUAL GENERAL MEETING or [(Note][3)] of

as my/our proxy to attend and act for me/us at the Annual General Meeting (and any adjournment thereof) of the said Company to be held at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 26 May 2016 at 2:30 p.m. (the “ Meeting ”) for the purposes of considering and, if thought fit, passing the Resolutions as set out in the Notice of Annual General Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolutions as indicated below [(Note][4)] .

	ORDINARY RESOLUTIONS (Note 5)		FOR (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)
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 2015.
2.	(i) (a) To re-elect Mr. ZHANG Wei as a Director.
	(b) To re-elect Mr. GAO Shaofei as a Director.
	(ii) To authorize the Board to fix the remuneration of the Directors.
3.	To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorize the Board to
	fix its remuneration.
4.	To give a general mandate to the Directors to repurchase shares in the Company not exceeding
	10% of the aggregate nominal amount of the existing issued share capital.
5.	To give a general mandate to the Directors to issue, allot and deal with additional shares in the
	Company not exceeding 20% of the aggregate nominal amount of	the existing issued share
	capital.
6.	To extend the general mandate granted to the Directors to issue, allot and deal with shares by the
	number of shares repurchased.
Dated	this day of 2016	Signed (Note 6)

Notes:

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

2. Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “ THE CHAIRMAN OF THE ANNUAL GENERAL MEETING or ” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST” . Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment of a resolution put to the Meeting.

5. The description of the Resolutions is by way of summary only. The full text appears in the notice of the Annual General Meeting.

6. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company.

7. To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, shall be deposited at the Company’s Hong Kong branch share registrar and transfer office, 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 Meeting or any adjournment thereof.

8. This 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.

9. In the case of joint holders of any shares, any one of such joint holders may vote at the above Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, either personally or by proxy, the vote of the joint holder whose name stands first in the Register of Members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s).

10. On a poll, every shareholder 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.

11. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.