Goodbaby International Hldg : (026) Consent letter from Independent Financial Adviser

SOMERLEY CAPITAL LIMITED

20/F., China Building, 29 Queen's Road Central, Hong Kong

Telephone: [phone] Fax: [phone] E-Mail: [e-mail]

4 September 2017

The Directors

Goodbaby International Holdings Limited 48floor, K l 1, No.300,

Huaihai Zhong Lu, Shanghai, 200021

Dear Sirs,

GOODBABY INTERNATIONAL HOLDINGS LIMITED

1. MAJOR AND CONNECTED TRANSACTION

2. ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE AND

3. APPLICATION FOR WHITEWASH WAIVER

We, Somerley Capital Limited, refer to the circular issued by Goodbaby International Holdings Limited (the "Company") dated 4 September 2017 (the "Circular") in relation to the above captioned matter. Capitalised terms used herein should have the same meanings as those defined in the Circular.

We hereby consent and confirm that we have not withdrawn our consent to the issue of the Circular with the inclusion of our letter of advice dated 4 September 2017 and the reference to our name or opinion in the form and context in which it appears in the Circular.

We also confirm that as at the Latest Practicable Date, (a) we were not interested in any shareholding in any member of the Group and we did not have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group; and (b) we did not have any direct or indirect interest in any assets which had been, since 31 December 2016 (being the date to which the latest published audited financial statements of the Group were made up), acquired or disposed of by, or leased to, or were proposed to be acquired or disposed of by, or leased to, any member of the Group.

Yours faithfully,

For and on behalf of Somerley Capital Limited

Director