Goodbaby International Hldg : DISCLOSURE UNDER RULE 13.18 OF THE LISTING RULES

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Goodbaby International Holdings Limited λ܀ɿ਷ყછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1086)

DISCLOSURE UNDER RULE 13.18 OF THE LISTING RULES

This announcement is made by Goodbaby International Holdings Limited (the "Company") under Rule 13.18 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

To refinance certain existing bank loans, on 16 July 2018, Goodbaby (Hong Kong)

Limited, a wholly-owned subsidiary of the Company (as borrower), the Company (as guarantor), one financial institution (as mandated lead arranger, bookrunner, facility agent and security agent) and certain financial institutions (as original lenders) entered into a facility agreement (the "Facility Agreement") in respect of a US$152,000,000 term loan facility with a term of 36 months from the first utilisation date. The total commitment under the Facility Agreement may be increased by not more than US$98,000,000 by way of accession(s) of additional lender(s). With this refinance, the debt structure of the Company will be optimised and relevant finance cost will be improved.

Under the Facility Agreement, if Mr. Song Zhenghuan ("Mr. Song") together with his family (i) is no longer the single largest beneficial shareholder of the Company or (ii) no longer beneficially owns at least 20% of the issued share capital of the Company, then the borrower shall:

• i. immediately notify the facility agent thereof. Forthwith after the issuance of such notice, no further utilisation shall be made and all the available facility shall be automatically cancelled in full; and

• ii. at the request of any lender prepay that lender's participation in the loans together with accrued interests thereon and break costs (if any).

As at the date of this announcement, Mr. Song is interested in 766,042,427 shares of the Company and 2,780,000 underlying shares of the Company through share options, representing in aggregate approximately 46.09% of the issued share capital of the Company.

The Company will make continuing disclosure in its subsequent interim and annual reports pursuant to the requirements of Rule 13.21 of the Listing Rules so long as the abovementioned obligations continue to exist.

By order of the Board

Goodbaby International Holdings Limited

SONG Zhenghuan

Chairman

Hong Kong, 16 July 2018

As at the date of this announcement, the executive Directors are Mr. SONG Zhenghuan, Mr. Martin POS, Mr. YANG Ilcheul, Mr. XIA Xinyue, Mr. LIU Tongyou and Mr. Michael Nan QU; the non-executive Directors are Ms. FU Jingqiu and Mr. HO Kwok Yin, Eric; and the independent non-executive Directors are Mr. Iain Ferguson BRUCE, Mr. SHI Xiaoguang, Ms. CHIANG Yun and Mr. JIN Peng.