BAIOO Family Interactive : ANNOUNCEMENT - CONTINUING CONNECTED TRANSACTION AND FURTHER INFORMATION ON THE RENEWED AOLA STAR MOBILE COOPERATION AGREEMENT

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(Incorporated in the Cayman Islands with limited liabilities)

(Stock code: 2100)

ANNOUNCEMENT

CONTINUING CONNECTED TRANSACTION

AND

FURTHER INFORMATION ON THE RENEWED AOLA STAR

MOBILE COOPERATION AGREEMENT

LEGEND OF AOQI MOBILE COOPERATION AGREEMENT

The Board is pleased to announce that, on 1 April 2021, the Company had entered into a continuing connected transaction under the Legend of Aoqi Mobile Cooperation Agreement for a term of one year commencing from 1 April 2021 and ending on 31 March 2022.

As at the date of this announcement, Tencent is indirectly interested in approximately 12% of the total issued share capital of the Company, and it (and its associates) are connected persons of the Company pursuant to Chapter 14A of the Listing Rules. Accordingly, the transaction under the Legend of Aoqi Mobile Cooperation Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules.

Given that one or more of the applicable percentage ratio(s) calculated with reference to the Annual Cap is more than 0.1% but less than 5%, the transaction under the Legend of Aoqi Mobile Cooperation Agreement is subject to the reporting, annual review and announcement requirements but is exempt from the circular and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

FURTHER INFORMATION ON THE RENEWED AOLA STAR MOBILE COOPERATION AGREEMENT

Reference is made to the announcement of the Company published on 9 March 2021 ("Announcement").

The Board wishes to provide the Shareholders and potential investors of the Company with additional information in relation to the Renewed Aola Star Mobile Cooperation Agreement.

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LEGEND OF AOQI MOBILE COOPERATION AGREEMENT

The Board is pleased to announce that, on 1 April 2021, the Company had entered into a continuing connected transaction under the Legend of Aoqi Mobile Cooperation Agreement for a term of one year commencing from 1 April 2021 and ending on 31 March 2022.

Details of the Legend of Aoqi Mobile Cooperation Agreement are as follows:

Date:	1 April 2021
Parties:	(1) Guangzhou Tianti; and
	(2) Tencent Computer
Term:	One year commencing from 1 April 2021 and ending on 31 March
	2022.
Subject Matter:	Guangzhou Tianti releases and operates the mobile game "Legend
	of Aoqi Mobile" (「奧奇傳說手遊」) on Tencent's mobile game
	platform.
Pricing Policy and	Tencent Computer shall share with Guangzhou Tianti the revenue
Payment Terms:	received from game players when they recharge their game
	accounts. The amount payable to Tencent Computer by Guangzhou
	Tianti will be calculated as follows:
	Amount payable to Tencent Computer = (A × 25%) + (B × 40%)
	Notes:
	A = revenue received from game players when they recharge their game accounts; and
	B = A × 75%.
	The total revenue received from game players, less the above
	amount will be paid by Tencent Computer to the designated
	bank account of Guangzhou Tianti by bank transfer, and will be
	payable within twenty (20) Business Days from the date of Tencent
	Computer's receipt of invoice issued by Guangzhou Tianti and
	monthly statements affixed with Guangzhou Tianti's official seal.

The proposed Annual Cap for the period from 1 April 2021 to 31 March 2022 is RMB25,000,000. The Annual Cap had been determined principally with reference to:

1. the historical transaction amounts for relevant services provided by the other independent parties to the Group in the past;
2. the distribution requirement of the Group in respect of "Legend of Aoqi Mobile" (「奧奇傳說 手遊」); and

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(iii) the distribution coverage of the game platform.

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, the Annual Cap was arrived at after arm's length negotiations between the parties.

The parties (or through their respective affiliated companies) may enter into subsequent agreements to further specify the rights and obligations between them under the Legend of Aoqi Mobile Cooperation Agreement.

REASONS FOR AND BENEFITS OF ENTERING INTO THE LEGEND OF AOQI MOBILE COOPERATION AGREEMENT

Tencent Group owns a large amount of top-rated game products and game platforms, and the Group has been dedicated to the development and operation of popular mobile and PC games. It is expected that the Tencent Group and the Group could leverage each other's competitive advantages in products and platforms to increase the number of game users and hence improve the popularity of mobile games developed by the Group. As a one-stop game publishing solution to game developers,

our Group is able to leverage the Legend of Aoqi Mobile Cooperation Agreement to release, distribute and/or operate "Legend of Aoqi Mobile" (「奧奇傳說手遊」) on Tencent Group's mobile

game platform.

The Directors (including independent non-executive Directors) of the Company are of the view that the Legend of Aoqi Mobile Cooperation Agreement and the transaction thereunder have been entered into in the ordinary and usual course of business of the Group, are in the interests of the Company and its Shareholders as a whole, are on normal commercial terms (on arm's length basis or terms no less favourable to the Group than terms available from independent third parties) or better, are in the interests of the Company and the Shareholders as a whole and the terms of which are fair and reasonable.

As at the date of this announcement, none of the Directors has any material interest in the transaction contemplated under the Legend of Aoqi Mobile Cooperation Agreement. None of the Directors had abstained from voting on the resolutions approving the transaction under the Legend of Aoqi Mobile Cooperation Agreement at the Board meeting.

INFORMATION ABOUT THE PARTIES

The Company is principally engaged in the business of developing and publishing mobile and PC game and producing comics. Guangzhou Baitian is a consolidated affiliated entity of the Company and is principally engaged in developing mobile and PC games, as well as operating the virtual worlds of the Group. Guangzhou Tianti is a wholly-owned subsidiary of Guangzhou Baitian and is principally engaged in providing software and information technology services to facilitate Guangzhou Baitian's role and function in certain series of contractual arrangements.

Tencent, through its subsidiaries, principally provides value-added services and online advertising services to users mainly in the PRC. Tencent Computer is a consolidated affiliated entity of Tencent and is principally engaged in the business of provision of value-added services and internet advertisement services in the PRC.

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LISTING RULES IMPLICATIONS

As at the date of this announcement, Tencent is indirectly interested in approximately 12% of the total issued share capital of the Company, and it (and its associates) are connected persons of the Company pursuant to Chapter 14A of the Listing Rules. Accordingly, the transaction under the Legend of Aoqi Mobile Cooperation Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules.

Given that one or more of the applicable percentage ratio(s) calculated with reference to the Annual Cap is more than 0.1% but less than 5%, the transaction under the Legend of Aoqi Mobile Cooperation Agreement is subject to the reporting, annual review and announcement requirements but is exempt from the circular and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

FURTHER INFORMATION ON THE RENEWED AOLA STAR MOBILE COOPERATION AGREEMENT

Reference is made to the Announcement of the Company published on 9 March 2021.

The Board wishes to provide the Shareholders and potential investors of the Company with additional information in relation to the Renewed Aola Star Mobile Cooperation Agreement.

Tencent Computer shall share with Guangzhou Tianti the revenue received from game players when they recharge their game accounts. The amount paid to Tencent Computer by Guangzhou Tianti pursuant to the Renewed Aola Star Mobile Cooperation Agreement is calculated as follows:

Amount payable to Tencent Computer = (A × 25%) + (B × 40%)

Notes:

A = revenue received from game players when they recharge their game accounts; and

B = A × 75%.

The total revenue received from game players, less of above amount will be paid by Tencent Computer to the designated bank account of Guangzhou Tianti by bank transfer, and will be payable within twenty (20) Business Days from the date of Tencent Computer's receipt of invoice issued by Guangzhou Tianti and monthly statements affixed with Guangzhou Tianti's official seal.

Save as disclosed above, all other information and content set out the Announcement remain unchanged and shall continue to be valid for all purposes.

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DEFINITIONS

"Annual Cap"	the maximum aggregate annual value projected in respect of the
	fees payable by Guangzhou Tianti to Tencent Computer pursuant to
	the Legend of Aoqi Mobile Cooperation Agreement;
"associate(s)"	shall have the meaning ascribed to it under the Listing Rules;
"Board" or	the board of directors of the Company;
"Board of Directors"
"Business Day(s)"	day(s) on which commercial banks are open for business in the PRC
	(excluding Saturdays, Sundays and public holidays);
"Company"	BAIOO Family Interactive Limited ( 百奧家庭互動有限公司 ),
	an exempted company incorporated in the Cayman Islands with
	limited liability on 25 September 2009, with its Shares listed on the
	Main Board of the Stock Exchange since 10 April 2014;
"connected person(s)"	shall have the meaning ascribed to it under the Listing Rules;
"Director(s)"	director(s) of the Company;
"Group"	the Company, its subsidiaries and its PRC operating companies, the
	financial results of which have been consolidated and accounted for
	by the Company as controlled structured entities of the Company by
	virtue of a series of contractual arrangements;
"Guangzhou Baitian"	Guangzhou Baitian Information Technology Ltd.* ( 廣州百田
	信息科技有限公司 ), a limited liability company incorporated
	in the PRC and the PRC operating entity of the Company, the
	financial results of which have been consolidated and account for
	as a subsidiary of the Company by virtue of a series of contractual
	arrangements;
"Guangzhou Tianti"	Guangzhou Tianti Network Technology Co., Ltd.* ( 廣州天梯網
	絡科技有限公司 ), a limited liability company incorporated in the
	PRC and a wholly-owned subsidiary of Guangzhou Baitian;
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC;
"Legend of Aoqi Mobile	a Tencent mobile online game cooperation access agreement in

• Cooperation Agreement" relation to the mobile game "Legend of Aoqi Mobile" (「奧奇 傳說手遊」) entered into by Tencent Computer and Guangzhou Tianti dated 1 April 2021, the details of which is set out in this announcement;

"Listing Rules"	the Rules	Governing the Listing of Securities on the Stock
	Exchange;

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"PRC" or "China"	the People's Republic of China which, for the purposes of
	this announcement only, shall exclude the Hong Kong Special
	Administrative Region, the Macau Special Administrative Region
	and Taiwan;
"Renewed Aola Star Mobile	a Tencent mobile online game cooperation access agreement in
Cooperation Agreement"	relation to the mobile game "Aola Star Mobile" (「奥拉星手
	遊」) entered into by Tencent Computer and Guangzhou Tianti
	dated 8 March 2021, the details of which were set out in the
	Announcement;
"RMB"	Renminbi, the lawful currency of the PRC;
"Shareholder(s)"	holder(s) of the Share(s) of the Company;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"subsidiary(ies)"	shall have the meaning ascribed to it under the Listing Rules;
"substantial shareholder(s)"	shall have the meaning ascribed to it under the Listing Rules;
"Tencent"	Tencent Holdings Limited, a company listed on the Main Board of
	the Stock Exchange (Stock Code: 700);
"Tencent Computer"	Shenzhen Tencent Computer Systems Company Limited* ( 深圳市
	騰訊計算機系統有限公司), a limited liability company established
	in the PRC and a PRC operating entity of Tencent, the financial
	results of which have been consolidated and account for by Tencent
	as a controlled structured entity of Tencent by virtue of a series of
	contractual arrangements;
"Tencent Group"	Tencent and its subsidiaries; and
"%"	per cent.
	By order of the Board
	BAIOO Family Interactive Limited
	DAI JIAN
	Chairman, Chief Executive Officer and Executive Director
Hong Kong, 1 April 2021

As at the date of this announcement, the executive directors of the Company are Mr. DAI Jian, Mr. WU Lili, Mr. LI Chong and Mr. WANG Xiaodong; and the independent non-executive directors of the Company are Ms. LIU Qianli, Dr. WANG Qing and Mr. MA Xiaofeng.

In this announcement, the English names of the PRC entities marked with "*" are translations of their Chinese names, and are included herein for identification purposes only. In the event of any inconsistency, the Chinese names shall prevail.

In case of any inconsistency between the English and Chinese versions, the English text of this announcement shall prevail over the Chinese text.

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