If you are in any doubt as to any aspect of this circular, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Boyaa Interactive International Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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) PROPOSED GRANT OF GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES PROPOSED RE-ELECTION OF DIRECTORS PROPOSED RE-APPOINTMENT OF AUDITORS NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Monday, 29 May 2017 at 2:30 p.m. is set out on pages 13 to 16 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to 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 as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting should you so wish.

25 April 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

REPURCHASE MANDATE AND SHARE ISSUE MANDATE . . . . . . . . . . . . . 4

RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

RE-APPOINTMENT OF AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ACTIONS TO BE TAKEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

FURTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

APPENDIX - EXPLANATORY STATEMENT 10 NOTICE OF ANNUAL GENERAL MEETING 13

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"AGM" the annual general meeting of the Company to be held at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Monda y, 29 May 2017 at 2:30 p.m., or any adjournment thereof

"AGM Notice" the notice for convening the AGM as set out on pages 13 to 16 of this circular

"Articles" the articles of association of the Company

"Board" the board of Directors

"Company" Boyaa Interactive International Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the main board of the Stock Exchange

"Director(s)" the director(s) of the Company

"Group" the Company and its subsidiaries

"HKD" Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"Latest Practicable Date" 17 April 2017, being the latest practicable date prior to

the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

"Ordinary Resolution(s)" the proposed ordinary resolution(s) as referred to in the AGM Notice

"PRC" the People's Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"Repurchase Mandate" a general mandate proposed to be granted to the

Directors to exercise the powers of the Company to repurchase Shares, details of which are set out in Ordinary Resolution no. 4 of the AGM Notice

"RMB" Renminbi, the lawful currency of the PRC

"SFC" the Securities and Futures Commission of Hong Kong

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)" ordinary share(s) of USD0.00005 each in the share capital of the Company

"Share Buyback Rules" the relevant rules set out in the Listing Rules to

regulate the repurchase by companies listed on the main board of the Stock Exchange of their own securities

"Share Issue Mandate" a general mandate proposed to be granted to the

Directors to exercise all powers of the Company to allot, issue and deal with any Shares or securities convertible to Shares and to make an offer or agreement or grant an option (including but not limited to warrants, options, bonds, notes, securities and debentures conferring any rights to subscribe for or otherwise receive Shares) which would or might require the exercise of such power, details of which are set out in Ordinary Resolution no. 5 of the AGM Notice

"Shareholder(s)" shareholder(s) of the Company

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" The Codes on Takeovers and Mergers and Share

Buy-backs issued by the SFC

"USD" United States dollars, the lawful currency of the United States of America

* The English translations of Chinese names in this circular, where indicated, are included for information purpose only, and should not be regarded as the official English translation of such Chinese names.

Boyaa Interactive International Ltd. published this content on 24 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 24 April 2017 11:06:11 UTC.

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