Boyaa Interactive International Limited — Remuneration Information 2015

Mar 12, 2015

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)

GRANT OF RESTRICTED SHARE UNITS PURSUANT TO THE RSU SCHEME

The Board announces that on 12 March 2015, 81 employees of the Group were granted RSUs in respect of an aggregate of 4,955,000 Shares. The grantees of the RSUs are not required to pay for the grant of any RSUs under the RSU Scheme or for the exercise of the RSUs. Subject to certain vesting conditions and the satisfaction of certain performance targets, the RSUs shall be exercisable over a period of eight years commencing from the date on which the RSUs are granted.

The RSU Scheme involves granting of RSUs over the existing Shares of the Company held by the RSU Nominee, The Core Admin Boyaa RSU Limited, as nominee for the benefit of the relevant participants in the RSU Scheme. No new Shares will be issued by the Company as a result of the grant of the RSUs, and accordingly, the granting of the RSUs will not result in any dilution effect on the shareholdings of existing shareholders of the Company.

Reference is made to the restricted share unit scheme adopted by Boyaa Interactive International Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) on 17 September 2013 to incentivize directors of the Company (the “ Director(s) ”), senior management and employees of the Group for their contribution to the Group, to attract, motivate and retain skilled and experienced personnel to strive for the future development and expansion of the Group by providing them with the opportunity to own equity interests in the Company (the “ RSU Scheme ”). Details of the RSU Scheme are set out in the prospectus of the Company dated 31 October 2013 and the 2013 annual report of the Company. The RSU Scheme is not subject to the provisions of Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as the RSU Scheme does not involve the grant of options by the Company to subscribe for new shares.

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The board of directors (the “ Board ”) of the Company announces that on 12 March 2015, 81 employees of the Group were granted restricted share units (“ RSUs ”) in respect of an aggregate of 4,955,000 ordinary shares of par value of US$0.00005 each of the Company (the “ Shares ”). The grantees of the RSUs are not required to pay for the grant of any RSUs under the RSU Scheme or for the exercise of the RSUs. The newly granted RSUs shall vest as follows:

• (i) as to 25% of the RSUs on the date ending 12 months after the date of grant of the RSUs;

• (ii) as to 25% of the RSUs on the date ending 24 months after the date of grant of the RSUs;

• (iii) as to 12.5% of the RSUs on the date ending 30 months after the date of grant of the RSUs;

• (iv) as to 12.5% of the RSUs on the date ending 36 months after the date of grant of the RSUs; and

• (v) as to the remaining 25% of the RSUs, on a monthly basis starting from the 37th month after the date of grant in 12 monthly equal lots,

and shall be subject to the Company and the relevant grantee meeting or satisfying the annual and half-yearly performance target or review immediately preceding such vesting.

Subject to the above vesting conditions and the satisfaction of the above performance targets, the RSUs shall be exercisable over a period of eight years commencing from the date on which the RSUs are granted.

None of the grantees of the RSUs is a Director, chief executive or substantial shareholder of the Company or associate (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) of any of them.

The RSU Scheme involves granting of RSUs over the existing Shares of the Company underlying the RSUs under the RSU Scheme which were held by The Core Admin Boyaa RSU Limited (the “ RSU Nominee ”, a company wholly-owned by the trustee for the purpose of the RSU Scheme, The Core Trust Company Limited) as nominee for the benefit of the relevant participants in the RSU Scheme. Immediately after the grant of the RSUs representing 4,955,000 underlying Shares as mentioned in this announcement, RSUs representing a total of 76,611,040 Shares have been granted and are outstanding and held by the RSU Nominee and 27,433,650 Shares are held by the RSU Nominee in the pool, which are available for future grant of RSUs.

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No new Shares will be issued by the Company as a result of the grant of the RSUs as mentioned in this announcement, and accordingly, the granting of the RSUs will not result in any dilution effect on the shareholdings of existing shareholders of the Company.

The closing price of the Shares on The Stock Exchange on Hong Kong Limited as at the date of grant of the RSUs is HK$5.61 per Share.

By Order of the Board Boyaa Interactive International Limited ZHANG Wei Chairman and Executive Director

Hong Kong, 12 March 2015

As at the date of this announcement, the executive directors of the Company are Mr. ZHANG Wei, Mr. DAI Zhikang and Mr. GAO Junfeng; the non-executive director is Mr. ZHOU Kui; the independent non-executive directors are Mr. CHEUNG Ngai Lam, Mr. CHOI Hon Keung Simon and Mr. GAO Shaofei.

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