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

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt to any aspect of this circular or as to the action to be taken, you should consult your stockbrokers, licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in Goodbaby International Holdings Limited(the "Company"), you should at once hand this circular to the purchaser or the transferee or to the bank, stockbrokers, licensed securities dealer, registered institution in securities or other agent through whom the sales 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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for 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. NOTICE OF EXTRAORDINARY GENERAL MEETING

Financial adviser to the Company Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Capitalised terms used on this cover shall have the same meanings as those defined in this circular, unless the context requires otherwise. A letter from the Board is set out on pages 9 to 37 of this circular. A letter from the Independent Board Committee is set out on page 38 of this circular. A letter from the Independent Financial Adviser containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 39 to 71 of this circular.

A notice convening the EGM of the Company to be held at 10:00 a.m. on 21 September 2017 at Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong is set out from pages EGM-1 to EGM-2 of this circular.

Whether or not you are able to attend the meeting in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if you so wish.

4 September 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter From the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Letter From the Independent Board Committee 38 Letter From the Independent Financial Adviser 39 Appendix I - Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . I-1 Appendix IIA - Financial Information of Target Group . . . . . . . . . . . . . . . . . . . . . . . IIA-1 Appendix IIB - Management discussion and analysis on the Target Group . . . . . . . . IIB-1 Appendix IIC - Unaudited Pro Forma Financial Information of the Enlarged Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IIC-1 Appendix III - General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-1 Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N-1

In this circular, unless the context otherwise requires, the following terms shall have the meanings set out below:

"Acquisition" the acquisition by the Company of the Sale Share

"Actual Working Capital" the working capital (taking into account the inventory,

accounts receivable, accounts payable, prepayment and deposits, other payables and accruals) of the Target Group as shown in the Completion Statement

"Agreement" the agreement dated 24 July 2017 and entered into between the Purchaser and the Vendor in relation to the Acquisition

"Announcement" the announcement of the Company dated 24 July 2017 in relation to the Acquisition and Whitewash Application

"associate" has the meaning ascribed thereto under the Takeovers Code

"Board" the board of Directors

"BVI" the British Virgin Islands

"CAEL" Cayey Enterprises Limited, a company incorporated in BVI on 1 February 2008 and indirectly held by Credit Suisse Trust Limited as trustee for the Gappa Trust

"CAGR" compound annual growth rate

"Cash Consideration" the cash amount of US$120,485,816

"Company" Goodbaby International Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange (Stock Code: 1086)

"Completion" completion of the sale and purchase of the Sale Share in accordance with the Agreement

"Completion Date" the date on which Completion takes place

"Completion Statement" the final statement of financial position of the Target Group as

at the Completion Date to be prepared by independent auditors to be appointed by the Purchaser

"Concert Group" PUD, CAEL, SGIL, ROSL, SIML and parties acting in concert with any of them (including Mr. Song, Ms. Fu, Ms. Kobler, Mr. Liu, Mr. Wang, Mr. Qu, Mr. Martin Pos and Mr. Jan Rezab)

"connected person" has the meaning ascribed thereto under the Listing Rules

"Consideration Shares" 536,100,000 new Shares to be allotted and issued by the

Company

"COOP" Coop Investment Company Ltd., a company incorporated in BVI, which is wholly owned by an Independent Third Party, as at the Latest Practicable Date

"Deed of Non-Competition" the deed of non-competition to be executed by each of Mr.

Song and Ms. Fu as convenantor in favour of the Purchaser

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

"Distribution" (1) the distribution in specie of the Consideration Shares by the Vendor; and (2) the payment of dividend by the Vendor to its shareholders, upon completion of the Repurchase, on a pro-rata basis in proportion to their respective shareholding interests in the Vendor as set out in paragraph (ii) of the section headed "The Distribution" in this circular

"EGM" the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving, among other things, the Acquisition, the Specific Mandate and the Whitewash Waiver

"Enlarged Group" the Group as enlarged by the Target Group upon Completion

"Executive" the Executive Director of the Corporate Finance Division of the Securities and Futures Commission or any delegate of the Executive Director

"Frost & Sullivan Report" an industry report commissioned by the Purchaser and

prepared by Frost & Sullivan dated 17 July 2017

"Frost & Sullivan" Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., a global market research and consulting company

"FTHL" Fine Time Holdings Limited (上時控股有限公司), a company incorporated in BVI, which is jointly owned by Independent Third Parties, as at the Latest Practicable Date

"Fundamental Warranties" the fundamental warranties as set out in the Agreement which

includes the title of the Sale Share, group structure of the Target Group and warranties in relation to the intellectual property rights of the Target Group

"Golden Phoenix Trust" a trust established with Ms. Fu as the settlor of the trust and

Credit Suisse Trust Limited as the trustee for the purpose of holding the interest on trust for its beneficiaries