Goodbaby International Hldg : (1) MAJOR AND CONNECTED TRANSACTION (2) ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE (3) APPLICATION FOR WHITEWASH WAIVER AND (4) EXEMPTED CONTINUING CONNECTED TRANSACTION

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

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

Goodbaby International Holdings Limited 好 孩 子 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1086)

1. MAJOR AND CONNECTED TRANSACTION
2. ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE
3. APPLICATION FOR WHITEWASH WAIVER AND
4. EXEMPTED CONTINUING CONNECTED TRANSACTION

Financial Adviser to the Company Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders THE ACQUISITION

On 24 July 2017 (after trading hours), the Purchaser and the Vendor entered into the Agreement, pursuant to which the Purchaser has conditionally agreed to purchase the Sale Share from the Vendor at a consideration of US$360,000,000 (equivalent to approximately HK$2,812,176,000), subject to adjustment. The consideration will be satisfied as to US$120,485,816 (equivalent to approximately HK$941,187,000) by the payment of the Cash Consideration and as to the balance by the allotment and issue of the Consideration Shares at the Issue Price credited as fully paid.

The Target Group has the following core businesses: (i) the product development, brand management and distribution of leading Self-owned Brands in maternity and baby-care products and apparel products; and (ii) one of the largest retail networks for MBC Products in China, and a leading omni-channel sales platform that provides customers with its Self-owned Brands in maternity and baby-care products, apparel products and the Group's durable juvenile products.

TAKEOVERS CODE IMPLICATIONS AND APPLICATION FOR WHITEWASH WAIVER

As at the date of this announcement, members of the Concert Group are, in aggregate, interested in (i) 298,033,498 Shares, representing approximately 26.62% of the issued share capital of the Company; and (ii) 17,380,000 Share Options, which together with their interest in 298,033,498 Shares, representing approximately 27.74% of the issued share capital of the Company assuming full exercise of the Share Options, the shareholding as set out below:

1. PUD holds 259,000,000 Shares, representing approximately 23.13% of the issued share capital of the Company;

2. Mr. Martin Pos, an executive Director, holds 39,033,498 Shares, representing approximately 3.49% of the issued share capital of the Company; (Note) and

3. members of the Concert Group are interested in an aggregate of 17,380,000 underlying Shares in respect of the Share Options granted to them, representing approximately 1.55% of the issued share capital of the Company, as set out below:

Member of the Concert Group Mr. Song	Number of underlying Shares 1,390,000
Ms. Fu	1,390,000
Mr. Martin Pos (Note)	2,400,000
Mr. Liu	2,400,000
Mr. Qu	2,400,000
Mr. Wang	2,400,000
Mr. Jan Rezab (Note)	5,000,000

(Note: Each of Mr. Martin Pos and Mr. Jan Rezab is presumed to be acting in concert with PUD under class (6) presumption until Completion. This class (6) presumption will cease to apply after Completion.)

Upon Completion and completion of the Repurchase and the Distribution, as illustrated in the section headed "SHAREHOLDING STRUCTURE" of this announcement, and (i) assuming that none of the Share Options will be exercised, the Concert Group will, in aggregate, be interested in 834,133,498 Shares, representing (a) approximately 74.50% of the issued share capital of the Company as at the date of this announcement; (b) approximately 50.38% of the issued share capital of the Company as enlarged by the issue of the Consideration Shares; and

(ii) assuming that none of the Share Options will be exercised, the Concert Group (excluding the presumed concert party Mr. Martin Pos and Mr. Jan Rezab) will, in aggregate, be interested in 795,100,000 Shares, representing approximately 48.02% of the issued share capital of the Company as enlarged by the issue of the Consideration Shares.

An application will be made by the Whitewash Applicant to the Executive for the Whitewash Waiver pursuant to Note 1 on the dispensations from Rule 26 of the Takeovers Code shortly after publication of this announcement. In the absence of the Whitewash Waiver, the Whitewash Applicant would be obligated to make a mandatory general offer under Rule 26 of the Takeovers Code for all the securities of the Company not already owned or agreed to be acquired by the Concert Group as a result of the issue of the Consideration Shares, the Repurchase and the Distribution.

The Whitewash Waiver, if granted by the Executive, would be subject to, among other things:

1. the approval of the Independent Shareholders in respect of the Whitewash Waiver at the EGM by way of poll;

2. the Concert Group not having acquired any voting rights of the Company in the six months prior to the date of this announcement but subsequent to negotiations, discussions or the reaching of understandings or agreements in relation to the Agreement; and

3. the Concert Group not having any acquisitions or disposals of voting rights of the Company between the date of this announcement and the Completion unless with the prior consent of the Executive.

Although the Concert Group will hold more than 50% of the issued share capital of the Company upon Completion, the class (6) presumption with respect to Mr. Martin Pos and Mr. Jan Rezab will cease to apply after Completion and the Concert Group will still be subject to the creeper rule under the Takeovers Code after Completion.

LISTING RULES IMPLICATIONS The Acquisition

The Vendor is an associate of Mr. Song, who is an executive Director, and hence a connected person of the Company under Chapter 14A of the Listing Rules. As one or more of percentage ratios (as defined in the Listing Rules) in respect of the Acquisition exceeds 25% but is less than 100%, the Acquisition constitutes a major and connected transaction for the Company which requires the approval of the Independent Shareholders by poll at the EGM.

The License

The License constitutes a continuing connected transaction for the Company under the Listing Rules. As the terms of the License is normal commercial terms or better and will be granted on a royalty-free basis, it falls within the de minimis threshold as stipulated under Rule 14A.76(1) of the Listing Rules and is fully exempt from the reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

EGM

Completion is conditional upon, amongst others, the grant of the Whitewash Waiver to the Whitewash Applicant, and the Independent Shareholders approving the Acquisition and the Whitewash Waiver at the EGM on a vote taken by a poll.

Each member of the Concert Group (to the extent it/he/she owns any Shares as at the date of the EGM) and any other Shareholders who are interested or involved in the Acquisition and/or the Whitewash Waiver shall abstain from voting in respect of the resolutions approving the Acquisition and the Whitewash Waiver at the EGM.

Circular

A circular giving details of, among other (i) further details of the Acquisition and the Whitewash Waiver; (ii) a letter of advice from the Independent Board Committee to the Independent Shareholders in relation to the Acquisition and the Whitewash Waiver; (iii) a letter of advice from the Independent Financial Adviser in relation to the Acquisition and the Whitewash Waiver; and (iv) a notice of the EGM and a form of proxy is expected to be despatched by the Company to the Shareholders on or before 14 August 2017.