Goodbaby International Hldg : GRANT OF SHARE OPTIONS

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.

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)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

The board of directors (the "Board") of Goodbaby International Holdings Limited (the "Company" and together with its subsidiaries, the "Group") announces that on 23 May 2019, the Company offered to grant 85,300,000 share options (the "Share Options", each a "Share Option") to subscribe for an aggregate of 85,300,000 new shares of HK$0.01 each (the "Shares", each a "Share") in the capital of the Company, to eligible participants (the "Grantees", each a "Grantee"), comprising (i) 12,600,000 Share Options to Mr. Liu Tongyou, an executive director of the Company; (ii) 10,000,000 Share Options to Mr. Michael Nan Qu, an executive director of the Company; (iii) 1,300,000 Share Options to Ms. Fu Jingqiu, a non-executive director of the Company; (iv) 2,000,000 Share Options to Ms. Sharon Kobler, who is the daughter of Mr. SONG Zhenghuan and Ms. Fu Jingqiu, as well as an employee of the Group; and (v) 59,400,000 Share Options to certain other employees of the Group, subject to the acceptance by the Grantees, under the share option scheme adopted by the shareholders of the Company on 5 November 2010.

Details of the Share Options granted are as follows:

Date of grant:	23 May 2019 (the "Date of Grant")
Exercise price of Share	HK$3.75, which is higher than (i) the official closing price
Options granted:	of HK$1.87 per Share as stated in the daily quotation sheet
	issued by The Stock Exchange of Hong Kong Limited (the
	"Stock Exchange") on 23 May 2019, being the Date of
	Grant; (ii) the average closing price of HK$2.004 per Shares
	as stated in the daily quotation sheets issued by the Stock
	Exchange for the five (5) trading days immediately
	preceding the Date of Grant; and (iii) the nominal value of a
	Share.
Total number of Share	85,300,000 Share Options (each Share Option shall entitle
Options granted:	the holder of the Share Option to subscribe for one Share)

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Validity period of the Share	23 May 2019 to 22 May 2029 (i.e. ten (10) years)
Options:
Vesting schedule of the Share	The 85,300,000 Share Options, being Share Options granted
Options:	to Grantees, shall be vested in three tranches in accordance
	with the following dates: (i) 20% of the Share Options shall
	be vested on the third anniversary of the Date of Grant, i.e.
	23 May 2022; (ii) another 30% of the Share Options shall be
	vested on the fourth anniversary of the Date of Grant, i.e. 23
	May 2023; and (iii) the remaining Share Options shall be
	vested on the fifth anniversary of the Date of Grant, i.e. 23
	May 2024.
Exercise period of the Share	The Shares Options are exercisable within a period of ten
Options:	years from the Date of Grant, subject to the vesting
	schedule.

In accordance with Rule 17.04(1) of the Listing Rules, the grant of the Share Options to Mr. Liu Tongyou, Mr. Michael Nan Qu, Ms. Fu Jingqiu and Ms. Sharon Kobler have been approved by the independent non-executive directors. Except for the Share Options granted to Mr. Liu Tongyou, Mr. Michael Nan Qu, Ms. Fu Jingqiu and Ms. Sharon Kobler, none of the Grantees is a director, chief executive or substantial shareholder of the Company, or any of their respective associates (as defined in the Listing Rules).

By Order of the Board

Goodbaby International Holdings Limited

SONG Zhenghuan

Chairman

Hong Kong, 23 May 2019

As at the date of this announcement, the executive directors are Mr. SONG Zhenghuan, Mr. Martin POS, 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.

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