Goodbaby International Hldg : PROXY FORM

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)

Number of shares to which this form of proxy relates(Note 1)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

TO BE HELD ON MONDAY, 27 MAY 2019

I/We(Note 2)

of

being the registered holder(s) of shares in the issued share capital of Goodbaby International Holdings Limited (the "Company") hereby appoint the Chairman of the meeting (Note 3) or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the "AGM") of the Company for the year 2019 to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Monday, 27 May 2019 at 10:00 am (and at any adjournment thereof).

Please tick ("✓") the appropriate boxes to indicate how you wish your vote(s) to be cast (Note 4).

		ORDINARY RESOLUTIONS	FOR	AGAINST
1.		To receive the audited consolidated financial statements of the Company and
		its subsidiaries and the reports of the directors and auditors of the Company
		for the year ended 31 December 2018.
2.	(a)	To re-elect Mr. SONG Zhenghuan as an executive director of the Company
		and to authorize the board of directors to fix his remuneration.
2.	(b)	To re-elect Mr. Michael Nan QU as an executive director of the Company and
		to authorize the board of directors to fix his remuneration.
2.	(c)	To re-elect Mr. Iain Ferguson BRUCE as an independent non-executive
		director of the Company and to authorize the board of directors to fix his
		remuneration.
2.	(d)	To re-elect Mr. SHI Xiaoguang as an independent non-executive director of
		the Company and to authorize the board of directors to fix his remuneration.
3.		To authorise the board of directors to fix the remuneration of the other
		directors of the Company.
4.		To re-appoint Ernst & Young as auditors of the Company to hold office until
		the conclusion of the next annual general meeting and to authorize the board
		of directors to fix their remuneration.
5.		To grant a general mandate to the directors to buy back shares of the
		Company not exceeding 10% of the total number of issued shares of the
		Company as at the date of passing of this resolution.
6.		To grant a general mandate to the directors to issue, allot and deal with
		additional shares of the Company not exceeding 20% of the total number of
		issued shares of the Company as at the date of passing of this resolution.
7.		To extend the general mandate granted to the directors to issue, allot and
		deal with additional shares in the capital of the Company by the aggregate
		number of the shares bought back by the Company pursuant to the mandate
		by resolution no. 5 as set out in the notice of the AGM.

Date:

2019

Signature(s) (Note 5)

Notes:

1.Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

2.Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

3.If any proxy other than the Chairman of the meeting is preferred, please strike out the words "the Chairman of the meeting" and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

4.IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK ("✓") THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK ("✓") THE BOX MARKED "AGAINST". If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

5.This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON

WHO SIGNS IT.

6.In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

7.In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM or the adjourned meeting (as the case may be).

8.Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.

9.References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the 'Purposes'). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to [e-mail].