Boyaa Interactive International Limited — Remuneration Information 2022

Nov 24, 2022

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

Terms of reference of the Remuneration Committee of the Board of the Company

Adopted on October 25, 2013 updated and effective from November 24, 2022

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DEFINITIONS

In these terms of reference, unless the context otherwise requires, the following terms have the meanings set out below:

“associates” shall have the same meaning as that defined under the Listing Rules; “Board” means the Board of Directors of the Company; “Committee” means the Remuneration Committee of the Board of the Company; “Company” means Boyaa Interactive International Limited; “Directors” means the directors of the Company, and “Director” means any one of them;

“Group” means the Company and its subsidiaries;

• “Independent Non- means non-executive Directors meeting the requirements of executive Directors” independence set out in the Listing Rules, and “Independent Non-executive Director” means any one of them;

• “Listing Rules” means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; and

• “senior management” means the persons referred to in the Company’s corporate communications as senior management from time to time.

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Members

1. The Committee shall comprise not less than three Directors, the majority of whom LR 3.25 shall be Independent Non-executive Directors.

2. The chairman of the Committee shall be appointed by the Board and shall be an Independent Non-executive Director.

3. LR 3.25

4. The secretary of the Committee shall be the Company’s secretary or any person designated as such by the Committee from time to time.

Proceedings

1. The quorum for meetings of the Committee shall be two members.

2. The chairman of the Committee may convene meetings at his discretion, but in any event meetings of the Committee are to be held not less than once every year, or at such frequency as required under the Listing Rules or other regulatory requirements applicable to the Company from time to time.

3. Proceedings of meetings of the Committee shall be governed by the provisions of the articles of association of the Company (as amended from time to time), unless otherwise agreed by the Committee.

Authority

LR 3.26

1. The Committee is authorized by the Board to investigate any activity within its terms of reference. It is authorized to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

2. The Committee is authorized by the Board to obtain outside legal or other independent professional advice at the Company’s expense and to secure the attendance of any person with relevant experience and expertise at Committee meetings as it considers appropriate.

3. App 14 Part 2 E.1.1

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LR 3.26

Duties

1. The duties of the Committee are:

9.1	to make recommendations to the Board on the Company’s policy and structure for	App 14
	all Directors’ and senior management remuneration and on the establishment of a	Part 2 E.1.2 (a)
	formal and transparent procedure for developing remuneration policy;
9.2	to review and approve the management’s remuneration proposals with reference to	App 14
	the Board’s corporate goals and objectives;	Part 2 E.1.2 (b)
9.3	to make recommendations to the Board on the remuneration packages of individual	App 14
	executive Directors and senior management, including benefits in kind, pension	Part 2 E.1.2 (c)(ii)
	rights and compensation payments, including any compensation payable for loss or
	termination of their office or appointment;
9.4	to make recommendations to the Board on the remuneration of the non-executive	App 14
	Directors;	Part 2 E.1.2 (d)
9.5	to consider salaries paid by comparable companies, time commitment and	App 14
	responsibilities and employment conditions elsewhere in the Group;	Part 2 E.1.2 (e)
9.6	to review and approve compensation payable to executive Directors and senior	App 14
	management for any loss or termination of office or appointment to ensure that it is	Part 2 E.1.2 (f)
	consistent with contractual terms and is otherwise fair and not excessive;
9.7	to review and approve compensation arrangements relating to dismissal or removal	App 14
	of Directors for misconduct to ensure that they are consistent with contractual terms	Part 2 E.1.2 (g)
	and are otherwise reasonable and appropriate;
9.8	to ensure that no Director or any of his associates is involved in deciding his own	App 14
	remuneration;	Part 2 E.1.2 (h)
9.9	to consult with the Company’s chairman and/or the president/managing director/	App 14
	chief executive officer about their remuneration proposals for other executive	Part 2 E.1.1
	Directors;
9.10	to review and/or approve matters relating to share schemes under Chapter 17 of the	App 14
	Listing Rules; and	Part 2 E.1.2 (i)

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• 9.11 to consider all other matters as referred to the Committee by the Board.

• The Committee should be provided with sufficient resources to perform its duties.

App 14 Part 2 E.1.4

Miscellaneous

1. Minutes of meetings of the Committee shall be kept by the secretary to the meetings App 14 Part 2

of the Committee and shall be open for inspection at any reasonable time on C.5.4 and

reasonable notice by any Director. The secretary to any meeting of the Committee C.5.5 shall circulate the minutes of the meeting of the Committee for which he has acted as secretary in draft and final forms to all members of the Committee within a reasonable time after such meeting is held.

1. The Committee shall report back to the Board on its decisions or recommendations, unless there are legal or regulatory restrictions on its ability to do so.

2. App 14 Part 2 C.4.2

3. The terms of reference of the Committee will be posted on the websites of the Company and The Stock Exchange of Hong Kong Limited, and will be made available upon request.

4. App 14 Part 2 E.1.3

5. The chairman of the Committee or in his absence, another member of the Committee App 14 Part 2

or failing this, his duly appointed delegate, shall attend the annual general meeting F.2.2 of the Company and be prepared to respond to questions at the annual general meeting on the Committee’s duties and their responsibilities.

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