Goodbaby International Hldg : (014) Material Contract – Share Purchase Agreement – 001

Execution Version

Dated July 24, 2017

GOODBABY CHINA HOLDINGS LIMITED (as the Vendor) and GOODBABY INTERNATIONAL HOLDINGS LIMITED (as the Purchaser) SHARE PURCHASE AGREEMENT

in relation to the purchase of

100% equity interest in Oasis Dragon Limited

CONTENTS Page

1. Definitions and Interpretation 1

2. Sale and Purchase 11

3. Consideration and Charged Shares 11

4. Conditions 13

5. Actions Pending Completion 16

1. Warranties and Indemnities 23

2. Limitation of Liability 25

3. Confidentiality 27

4. Term and Termination 28

5. Costs and Expenses 28

6. [Reserved] 29

7. [Reserved] 29

8. General 29

9. Notices 31

10. Governing Law and Arbitration 32 Schedule 1 Details of the Target Group 35 Schedule 2 Warranties 47 Schedule 3 Purchaser's Warranties 67 Schedule 4 List of Recipients of the Consideration Shares 68 Schedule 5 Form of Collection Authorisation Letter 69 Schedule 6 Preparation of the Completion Statement 70 Schedule 7 Details of Social Securities and Housing Provident Fund Non-Compliance 75 Schedule 8 List of Leased Properties 76 Schedule 9 [Reserved] 96 Schedule 10 [Reserved] 96 Schedule 11 Part A List of Business IPR 97 Part B List of Relevant IPR 97

Schedule 12 Limitations on Vendor's Liabilities 98 Schedule 13 Charter Documents 103

THIS AGREEMENT ("this Agreement") is made on July 24, 2017 BETWEEN:

1. GOODBABY CHINA HOLDINGS LIMITED, a company incorporated in the Cayman Islands with limited liability, having its registered office at Harbour Place, 2nd Floor, 103 South Church Street, P.O. Box 472, George Town, Grand Cayman, KY1-1106, Cayman Islands (the "Vendor"); and

2. GOODBABY INTERNATIONAL HOLDINGS LIMITED, a company incorporated in the Cayman Islands with limited liability having its registered office at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands (the "Purchaser"). WHEREAS:

3. As at the date of this Agreement, the Vendor is the legal and beneficial owner of the Target Share.

4. The Vendor has conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase, the Target Share on the terms and conditions set out in this Agreement.

IT IS AGREED as follows:

1. Definitions and Interpretation
2. Definitions

In this Agreement the following words and expressions shall have the following meanings: "Accounts Date" means 30 April 2017;

"Actual Working Capital" means the working capital of the Target Group as at the Completion Date as stated on the Completion Statement prepared in accordance with Schedule 6;

"Agreement Notice" has the meaning set out in paragraph 6(a) of Schedule 6; "Announcement and Circular" has the meaning set out in Clause 5.1.4;

"Associate" has the meaning given to it in the Listing Rules. For the avoidance of doubt, Mr. Song Zhenghuan, Ms. Fu Jingqiu and entities controlled by Mr. Song Zhenghuan and/or Ms. Fu Jingqiu shall be treated as Associates of the Vendor;

"Audited Accounts" means the consolidated audited accounts of the Target Group for the three (3) financial years ended on the Accounts Date;

"Authorities" means any government or political subdivision thereof, any department, agency or instrumentality of any government or political subdivision thereof, any court or arbitral tribunal, and the governing body of any securities exchange, in each case whether in Hong Kong, the PRC or elsewhere;

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"Business" means (i) the product development, brand management and distribution of leading Self-owned Brands in maternity and baby care products and apparel products; and (ii) the retail business of Self-owned Brands in maternity and baby care products, apparel products and the Purchaser's durable juvenile products in the PRC under its leading omni-channel retail platform for maternity, baby and children's products;

"Business Day" means a day on which commercial banks are open for business in Hong Kong, Samoa and the Cayman Islands and PRC (excluding Saturdays, Sundays, public holidays and any weekday on which Typhoon Signal No. 8 or higher is hoisted or a black rain storm warning is given in Hong Kong at any time during 9:00 a.m. to 5:00 p.m.);

"Business IPR" means all Intellectual Property which is used, required to be used or held for use in connection with the Business a list of which is set out in Part A of Schedule 11;

"Business IT" means all rights and interest in Information Technology which relates to or is used in connection with the Business;

"Charged Shares" means 80,578,109 Consideration Shares (representing approximately 10% of the Consideration based on a price per Share of HK$3.49) subject to the Security under the Share Charge;

"Chargors" means each of (i) Pacific United Developments Limited, (ii) Cayey Enterprises Limited, (iii) Rosy Phoenix Limited, (iv) Silvermount Limited and (v) Sure Growth Investments Limited, being the chargors under the Share Charge;

"Claim" means any claim under or in connection with this Agreement; "Collection Representative" has the meaning set out in Clause 6.2.1;

"Companies Ordinance" means the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);

"Completion" means completion of the sale and purchase of the Target Share pursuant to Clause 6;

"Completion Date" means the fifth (5th) Business Day following the date on which the last of the Conditions (other than the Conditions which by their terms are to be satisfied at Completion) is satisfied or waived in accordance with this Agreement (or such other date as may be agreed by the Purchaser and the Vendor in writing);

"Completion Statement" means the final statement in the form set forth in Schedule 6 showing the Actual Working Capital and the Net Cash/ Debt of the Target Group as at the date of Completion;

"Computershare" has the meaning set out in Clause 6.3.2;

"Condition" means a condition set out in Clause 4.1 and "Conditions" means all those conditions;

"Confidential Information" has the meaning set out in Clause 9.1;

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