Goodbaby International Hldg : (1) MAJOR AND CONNECTED TRANSACTION (2) ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE AND (3) APPLICATION FOR WHITEWASH WAIVER POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 21 SEPTEMBER 2017

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.

(Incorporated in the Cayman Islands with limited liability)

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

Reference is made to the circular (the "Circular") and notice of the EGM (the "Notice of EGM") of the Company both dated 4 September 2017 and the announcement of the Company dated 24 July 2017 (the "Announcement") in relation to, among other things, the major and connected transaction and the Whitewash Waiver. Capitalised terms used herein have the same meanings as ascribed to them in the Circular.

The Board is pleased to announce that on 21 September 2017, the EGM was held and the resolution set out at the Notice of EGM was passed by the Independent Shareholders by way of poll, details of which are as follows:

The Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer for vote-taking at the EGM.

As at the date of the EGM, the Company has 1,122,438,000 Shares in issue.

As stated in the Circular, Shareholders with a material interest in the Acquisition and/or the Whitewash Waiver shall not vote on the resolution to be proposed at the EGM. Voting at the EGM will be conducted by way of a poll.

At the EGM, (a) the Concert Group (to the extent any of the members owns any Shares as at the date of the EGM), and (b) those who are involved in or interested in the Acquisition and/or the Whitewash Waiver were required to abstain from voting.

As at the date of the EGM, the following members of the Concert Group have abstained from voting on the resolutions approving the Acquisition and the Whitewash Waiver at the EGM:

1. PUD holds 259,000,000 Shares, representing approximately 23.07% of the issued share capital of the Company; and

2. Mr. Martin Pos, an executive Director, holds 39,033,498 Shares, representing approximately 3.48% of the issued share capital of the Company.

   Except as disclosed above, no other Shareholders have stated any intention in the Circular to vote against any of the resolutions at the EGM or were required to abstain from voting at the EGM, there was no Share entitling any Shareholder to (i) attend and abstain from voting in favour of any resolution at the EGM; nor (ii) to attend and vote only for or against any resolutions at the EGM. As such, the total number of Shares entitling the Independent Shareholders to attend and vote for or against the resolutions proposed at the EGM was 824,404,502 Shares.

   As more than 50% of the votes were cast in favour of the ordinary resolution proposed at the EGM, the resolution was duly passed as ordinary resolution of the Company by way of poll.

   EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

   Assuming that there are no other changes in the issued share capital of the Company after the date of this announcement, set out below is a table showing the shareholding structure of the Company as at the date of this EGM, and immediately upon Completion and completion of the Repurchase and the Distribution:

   As at the date of EGM Approximate percentage of Immediately upon Completion and completion of the Repurchase and the Distribution Approximate percentage of total issued Name of Shareholder Number of Shares total issued Shares Number of Shares Shares

   (Note 1)

   The Concert Group
   (excluding Mr.
   Martin Pos)	259,000,000	23.07%	795,100,000	47.94%
   Mr. Martin Pos
   (Note 2)	39,033,498	3.48%	39,033,498	2.35%
   Public Shareholders	824,404,502	73.45%	824,404,502	49.71%

   Total 1,122,438,000 100.0% 1,658,538,000 100.0%

   Notes:

3. Assuming no other Shares are issued other than the Consideration Shares from the date of the EGM until Completion.

4. Mr. Martin Pos 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.

GRANT OF THE WHITEWASH WAIVER

The Executive has granted the Whitewash Waiver on 20 September 2017, subject to

(i) the allotment and issue of the Consideration Shares by the Company being approved by Independent Shareholders at the EGM by way of poll; and (ii) unless the Executive gives prior consent, no acquisition or disposal of voting rights of the Company being made by PUD and parties acting in concert with it between the date of the Announcement (i.e. 24 July 2017) and the Completion Date.