Boyaa Interactive International Limited — Proxy Solicitation & Information Statement 2025

Apr 9, 2025

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 Friday, 23 May 2025

I/We (Note 1)
of _____________
being the registered holder(s) of _____________
share(s) (Note 2) of USD0.00005 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 physically at Plaza 4, Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 23 May 2025 at 3:00 p.m. (the "Annual General Meeting" or the "Meeting") for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice of Annual General Meeting dated 9 April 2025 (the "Notice") 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)
1.	To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended 31 December 2024.
2.	To declare a final dividend of HK$0.1064 per ordinary share for the year ended 31 December 2024.
3.	(a) (i) To re-elect Mr. Cheung Ngai Lam, who has served the Company for more than nine years, as an independent non-executive director of the Company.
	(ii) To re-elect Mr. Choi Hon Keung Simon, who has served the Company for more than nine years, as an independent non-executive director of the Company.
	(iii) To re-elect Mr. Ma Jingchun as an independent non-executive director of the Company.
	(b) To authorize the board of directors (the "Board") of the Company to fix the remuneration of the directors of the Company.
4.	To re-appoint ZHONGHUI ANDA CPA Limited as the auditor of the Company and to authorize the Board to fix its remuneration.
5.	To give a general mandate to the directors of the Company to repurchase shares in the Company (the "Shares") not exceeding 10% of the total number of issued Shares.
6.	To give a general mandate to the directors of the Company to allot, issue and deal with additional Shares not exceeding 20% of the total number of issued Shares.
7.	To extend the general mandate granted to the directors of the Company to allot, issue and deal with additional Shares by adding thereto the number of Shares repurchased by the Company.

Dated this __ day of __ 2025
Signed (Note 8)

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 tick 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 or 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.
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 branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 185 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the Meeting (i.e. not later than 3:00 p.m. on Wednesday, 21 May 2025) 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 a senior executive, 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 form of proxy shall be deemed to be revoked.

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 annual general 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 authorized 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 fulfill 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 the Personal Data Privacy Officer, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 185 Queen's Road East, Wanchai, Hong Kong.