Goodbaby International Hldg : NOTICE OF ANNUAL GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

(Incorporated in the Cayman Islands with limited liability)

Notice is hereby given that an Annual General Meeting of Goodbaby International Holdings Limited (the "Company") will be held at JW Marriott Hotel Hong Kong Pacific Place, 88 Queensway Hong Kong Salon 1 to 3 on Thursday, 25 May 2017 at 10:00 am for the following purposes:

To consider and, if thought fit, pass the following resolutions (with or without modifications) as ordinary resolutions of the Company:

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 2016.

2. To declare a final dividend of HK$0.05 per ordinary share for the year ended 31 December 2016.

3. (a) To re-elect Mr. Martin POS as executive director of the Company and to authorize the board of directors to fix his remuneration.

3. (b) To re-elect Mr. WANG Haiye as executive director of the Company and to authorize the board of directors to fix his remuneration.

3. (c) To re-elect Mr. Jan REZAB as executive director of the Company and to authorize the board of directors to fix his remuneration.

3. (d) To re-elect Mr. LIU Tongyou as executive director of the Company and to authorize the board of directors to fix his remuneration.

3. (e) To re-elect Mr. Iain Ferguson BRUCE as independent non-executive director of the Company and to authorize the board of directors to fix his remuneration.

1. (f) To re-elect Mr. JIN Peng as independent non-executive director of the Company and to authorize the board of directors to fix his remuneration.

2. To re-appoint Ernst & Young as auditors of the Company to hold office until conclusion of the next annual general meeting and to authorize the board of directors to fix their remuneration.

3. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

   "THAT:

4. subject to paragraph 5(b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to buy back its shares in accordance with all applicable laws, rules and regulations;

5. the total number of shares of the Company to be bought back pursuant to the mandate in paragraph 5(a) above shall not exceed 10% of the total number of shares of the Company in issue as at the date of passing of this resolution and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be bought back under the mandate in paragraph 5(a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

6. for the purposes of this resolution:

   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

7. the conclusion of the next annual general meeting of the Company;

8. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

9. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting."

10. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

    "THAT:

11. subject to paragraph 6(c) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company during the Relevant Period (as defined below) to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers;

12. the mandate in paragraph 6(a) above shall authorize the directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

13. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph 6(a) above, otherwise than pursuant to:

14. a Rights Issue (as defined below);

15. the exercise of options under a share option scheme of the Company; and

16. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,

    shall not exceed 20% of the total number of shares of the Company in issue as at the date of passing of this resolution and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph 6(a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

17. for the purposes of this resolution:

    "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

18. the conclusion of the next annual general meeting of the Company;

19. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

20. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

    "Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange)."

    SPECIAL BUSINESS

21. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

    "THAT conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares bought back by the Company pursuant to the mandate referred to in resolution set out in item 5 of the Notice, provided that such amount shall not exceed 10% of the total number of issued share of the Company as at the date of the passing of this resolution."

22. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

    "THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of, and permission to deal in, the shares of the Company (the "Shares") which may be issued by the Company pursuant to the exercise of the share options to be granted under the refreshed scheme limit for the share option scheme adopted by the Company on 5 November 2010 (the "Share Option Scheme"),

23. the refreshment of the scheme limit in respect of the maximum number of shares of the Company which may be issued upon exercise of all options to be granted under the Share Option Scheme (excluding options previously granted, outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme and any other share option scheme of the Company) to the extent of up to 10 per cent of the Shares of the Company in issue as at the date of passing of this resolution be and is hereby approved; and