Goodbaby International : PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND PROPOSED GRANT OF GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Goodbaby International Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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)

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

AND

PROPOSED GRANT OF GENERAL MANDATES TO

BUY BACK SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting of Goodbaby International Holdings Limited to be held at 8/F, No. 5 Building, the Hub, No. 99 Shaohong Road, Minhang District, Shanghai, PRC on Monday, 24 May 2021 at 10:00 am is set out on pages 19 to 24 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.gbinternational.com.hk).

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to 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 as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.

References to time and dates in this circular are to Hong Kong time and dates.

The translation into Chinese language of this circular is for reference only. In case of any inconsistency, the English version shall prevail.

22 April 2021

			CONTENTS
				Page
Definitions	. . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . .	4
3.	Proposed Grant of General Mandate to Buy Back Shares . . . . . . . . . . . .	4
4.	Proposed Grant of General Mandate to Issue Shares . . . . . . . . . . . . . . .	4
5.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . .	5
6.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
8.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I		-	Details of the Retiring Directors Proposed to be
			Re-elected at the Annual General Meeting . . . . . . . . . .	7
Appendix II	-	Explanatory Statement on the Share Buy-back
			Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have

the following meanings:

"Annual General Meeting"	the annual general meeting of the Company to be held
	at 8/F, No. 5 Building, the Hub, No. 99 Shaohong
	Road, Minhang District, Shanghai, PRC on Monday,
	24 May 2021 at 10:00 am, to consider and, if
	appropriate, to approve the resolutions contained in
	the notice of the meeting which is set out on pages 19
	to 24 of this circular, or any adjournment thereof
"Articles of Association"	the articles of association of the Company currently in
	force
"Board"	the board of Directors
"Company"	Goodbaby International Holdings Limited (好孩子國
	際控股有限公司), an exempted company incorporated
	in the Cayman Islands with limited liability, the
	Shares of which are listed on the main board of the
	Stock Exchange
"core connected person(s)"	has the same meaning ascribed to it under the Listing
	Rules
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Issuance Mandate"	a general mandate proposed to be granted to the
	Directors to allot, issue or deal with additional Shares
	of not exceeding 20% of the total number of issued
	shares of the Company as at the date of passing of the
	proposed ordinary resolution contained in item 6 of
	the notice of the Annual General Meeting
"Latest Practicable Date"	12 April 2021, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information in this circular

- 1 -

	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange, as amended from time to time
"PRC"	the People's Republic of China
"PUD"	Pacific United Developments Limited, a limited
	liability company incorporated in the British Virgin
	Islands and a substantial shareholder of the Company
"SFO"	the Securities and Futures Ordinance, Chapter 571 of
	the Laws of Hong Kong
"Share(s)"	the ordinary share(s) with a par value of HK$0.01
	each in the share capital of the Company
"Shareholder(s)"	holder(s) of Share(s)
"Share Buy-back Mandate"	a general mandate proposed to be granted to the
	Directors to buy back Shares on the Stock Exchange of
	not exceeding 10% of the total number of issued
	shares of the Company as at the date of passing of the
	proposed ordinary resolution contained in item 5 of
	the notice of the Annual General Meeting
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Codes on Takeovers and Mergers and Share
	Buy-backs approved by the Securities and Futures
	Commission, as amended from time to time
"%"	per cent

- 2 -

LETTER FROM THE BOARD

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)

Executive Directors:	Registered Office:
SONG Zhenghuan(Chairman)	Cricket Square
Martin POS (Chief Executive Officer)	Hutchins Drive
XIA Xinyue	P.O. Box 2681
LIU Tongyou	Grand Cayman, KY1-1111
Michael Nan QU	Cayman Islands
Non-executive Directors:	Head Office:
FU Jingqiu	28 East Lufeng Road
HO Kwok Yin, Eric	Lujia Town, Kunshan City
	Jiangsu Province, 215331
Independent Non-executive Directors:	PRC
Iain Ferguson BRUCE
SHI Xiaoguang	Principal Place of Business
CHIANG Yun	in Hong Kong:
JIN Peng	Room 2502, 25/F
	Tung Chiu Commercial Centre
	193 Lockhart Road
	Wan Chai
	Hong Kong
	22 April 2021
To the Shareholders
Dear Sir/Madam,

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

AND

PROPOSED GRANT OF GENERAL MANDATES TO

BUY BACK SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on 24 May 2021.

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LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

In accordance with Article 108 of the Articles of Association, Mr. SONG Zhenghuan, Mr. XIA Xinyue, Ms. FU Jingqiu and Mr. HO Kwok Yin, Eric shall retire at the Annual General Meeting. All of the above Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

Details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.

3. PROPOSED GRANT OF GENERAL MANDATE TO BUY BACK SHARES

At the annual general meeting of the Company held on 25 May 2020 (the "2020 AGM"), a general mandate was granted to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the total number of Shares in issue immediately following the date of passing of the ordinary resolution regarding the grant of the Share Buy-back Mandate. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to buy back Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Buy-back Mandate to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 19 to 24 of this circular (i.e. a total of 166,802,317 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting).

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Buy-back Mandate is set out in Appendix II to this circular.

4. PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES

At the 2020 AGM, a general mandate was granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of Shares in issue immediately following the date of passing of the ordinary resolution regarding the grant of the Issuance Mandate. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the grant of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting as set out on pages 19 to 24 of this circular (i.e. a total of 333,604,633 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting). An ordinary resolution to

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LETTER FROM THE BOARD

extend the Issuance Mandate by adding the number of Shares bought back by the Company pursuant to the Share Buy-back Mandate will also be proposed at the Annual General Meeting.

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 19 to 24 of this circular.

Pursuant to 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under 13.39(5) of the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (www.gbinternational.com.hk). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority 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, as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof if you so wish.

6. GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting) and Appendix II (Explanatory Statement on the Share Buy-back Mandate) to this circular.

7. RECOMMENDATION

The Directors consider that the proposed re-election of the retiring Directors, the grant of the Share Buy-back Mandate and the Issuance Mandate are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

8. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made

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LETTER FROM THE BOARD

all reasonable enquiries, confirm that to the best of their knowledge and belief and information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

For and on behalf of the Board

Goodbaby International Holdings Limited

SONG Zhenghuan

Chairman

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APPENDIX I	DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.

Executive Directors

1. SONG Zhenghuan ("Mr. Song"), aged 72, is the Chairman and executive Director of the Company. He was also the chief executive officer of the Company from listing to 15 January 2016. With more than 30 years of experience in the juvenile products industry, Mr. Song is the founder and primarily responsible for our group's overall strategic direction and the management of the Group's business. Mr. Song majored in mathematics and graduated from Jiangsu Teachers University (江蘇師範學院) in 1981 with a certificate of graduation. Prior to establishing the Company, Mr. Song was a teacher in Lujia Middle School in Kunshan City from 1973 to 1984 and was the Vice Principal from 1984 to 1993. Between 1989 and 1993, Mr. Song was also in charge of a factory run by Lujia Middle School, the predecessor of Goodbaby Group Co., Ltd., which is a major founding shareholder of our Group. In 1989, Mr. Song invented the first "push and rock" stroller and subsequently founded our Group to engage in the design, manufacture and marketing of strollers under the 好孩子 Goodbaby brand in China. Because of Mr. Song's outstanding achievements, he was awarded the Ernst & Young Entrepreneur of the Year Award (安永企業家獎) for the Greater China region in 2006. In 2012, Mr. Song was awarded the "Chinese Toy Industry's Outstanding Achievement Award" (中國玩具行業傑出成就獎) by the China Toy Association. In 2013, Mr. Song was selected as winner of Walter L. Hurd Executive Medal 2013 by the Walter L. Hurd Fo. Mr. Song is currently a director of the following companies in the Group:
2. 1. Goodbaby Child Products Co., Ltd.*;
   2. Ningbo Goodbaby Child Products Co., Ltd.*;
   3. Paragon Child Products Co., Ltd.;
   4. Goodbaby Children's Products, Inc.;
   5. Goodbaby (Hong Kong) Limited;
   6. Shanghai Goodbaby Fashion Co., Ltd;
   7. Magellan Holding GmbH;
   8. Goodbaby US Holdings, Inc.;
   9. Serena Merger Co., Inc.;
   10. WP Evenflo Holdings, Inc.;

• For identification purpose only

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APPENDIX I	DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

1. Evenflo Company, Inc.;
2. Evenflo Asia, Inc.;
3. Lisco Feeding, Inc.;
4. Lisco Furniture, Inc.;
5. Goodbaby (Europe) Group Limited;
6. Pacquita Limited;
7. Rollplay (Hong Kong) Co., Limited;
8. OASIS DRAGON LIMITED;
9. Goodbaby Retail & Service Holdings Company;
10. Goodbaby (China) Retail & Service Company; and
11. Goodbaby Europe Holdings Limited.

Mr. Song is an indirect shareholder and director of Cayey Enterprises Limited and PUD, both of which are substantial shareholders of the Company.

Mr. Song is also a shareholder and a director of Sure Growth Limited, a substantial shareholder of the Company.

Save as disclosed above, Mr. Song does not at present, nor did he in the past three years, hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas nor does he hold any other positions in the Company or members of the Group.

Mr. Song entered into a service contract with the Company for a term of three years commencing on 1 November 2016 of which expired on 24 November 2019. On 1 November 2019, Mr Song renewed the service contract with the Company for a term of three years commencing from 24 November 2019. Under the renewed service contract, he is not entitled to receive director 's remuneration but is entitled to receive an annual fixed salary in the amount of RMB2,625,000 (after tax) per annum. Mr. Song is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the Articles of Association.

- 8 -

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Song is the spouse of Ms. FU Jingqiu ("Ms. Fu"), the non-executive Director of the Company. Credit Suisse Trust Limited (Singapore) is the trustee holding the interest on trust for the beneficiaries of the Grappa Trust, the beneficiaries of which include Mr. Song, Ms. Fu and family members of Mr. Song and Ms. Fu. Grappa Trust is a revocably discretionary trust established under the laws of Singapore. Mr. Song is deemed to be interested in 548,994,581 shares of the Company, held by Credit Suisse Trust Limited (Singapore), trustee of the Grappa Trust, within the meaning of Part XV of the SFO.

In addition, Credit Suisse Trust Limited (Guernsey) is the trustee holding interest on trust for the beneficiaries of the Golden Phoenix Trust. Ms. Fu is the settlor and one of beneficiaries of the Golden Phoenix Trust. As such, Mr. Song is deemed to be interested in 87,753,871 shares of the Company, held by Credit Suisse Trust Limited (Guernsey), trustee of the Golden Phoenix Trust, through Ms. Fu within the meaning of Part XV of the SFO.

Mr. Song is also deemed to be interested in 129,293,975 shares of the Company, through his controlled corporation, namely Sure Growth Investments Limited, within the meaning of Part XV of the SFO.

Mr. Song is deemed to have an interest in the 1,390,000 underlying shares of the Company within the meaning of Part XV of the SFO in respect of the share options of the Company granted to him. In addition, Mr. Song is also deemed to be interested in the 2,207,000 underlying shares of the Company in respect of the share options of the Company granted to Ms. Fu.

Save as aforesaid, Mr. Song does not have relationships with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

There is no information which is required to be disclosed pursuant to the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

1. XIA Xinyue ("Mr. Xia"), aged 51, was appointed as an executive Director of the Company on 10 November 2017, Chief Competitiveness Officer on 6 November 2017 and Chief Operating Officer on 28 May 2018. Mr. Xia is responsible for the Groups global supply chain strategy and its execution, including production, procurement and logistic. Mr. Xia is also responsible for core business processes optimization, organization development, sustainability development, competitiveness building up on quality, cost, innovations and digital transformations. Mr. Xia has extensive management experience in automotive industry for over 26 years. He was the president of the China division of the Faurecia Automotive Seating Business Group for more than 7 years managing 15 factories before he joined our Group. Prior to this, he served various positions within Faurecia Automotive Seating Business Group China division from plant general manager to deputy general manager of the

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APPENDIX I	DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

China division. Before he joined Faurecia China in December 2004, Mr. Xia ever worked for different international companies of automotive industry in China. Mr. Xia obtained a bachelor 's degree in Tele-Communication Engineering from the Shanghai Tiedao University in 1992. He also obtained a master of business administration degree from the DongHua University in 2001 and a doctorate degree in management science from the Shanghai Jiao Tong University in 2007.

Mr. Xia is currently a director of the following companies of the Group:

1. Paragon Child Products Co.,Ltd.;
2. Goodbaby Child Products Co., Ltd.*;
3. Ningbo Goodbaby Child Products Co., Ltd.*;
4. EQO Testing and Certification Services Co., Ltd.*;
5. Cybex (China) Child Products Co., Ltd.*; and
6. Goodbaby Child Products Pingxiang Co., Ltd*.

• For identification purpose only

Save as disclosed above, Mr. Xia does not at present, nor did he in the past three years, hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas, nor does he hold other positions in the Company or members of the Group.

Mr. Xia executed an appointment letter as an executive Director with the Company for a term of three years on 10 November 2017 of which has been expired on 10 November 2020. On 10 November 2020, Mr. Xia renewed the appointment letter with the Company for a term of three years commenced from 10 November 2020. Mr. Xia is entitled to receive a salary in the amount of RMB3,380,000 per annum and discretionary bonus commensurate with his responsibility and experience, the remuneration policy of the Company and prevailing market conditions. Mr. Xia is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the articles of association.

Mr. Xia does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Xia is deemed to have an interest in the 12,400,000 underlying shares of the Company within the meaning of Part XV of the SFO in respect of the share options of the Company granted to him.

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APPENDIX I	DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

There is no information which is required to be disclosed pursuant to the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the shareholders.

Non-executive Directors

1. FU Jingqiu, aged 69, was appointed as a non-executive Director of the Company on 10 November 2017. With her over 30 years of extensive experience in retail and distribution of juvenile products in China, Ms. Fu provides business operation guidance and advisory consulting services to the Group for development and management of its business in China market. Ms. Fu is the co-founder of Goodbaby China Holdings Limited (together with its subsidiaries collectively referred to "CAGB Group") and is now primarily responsible for the overall business management and strategic development of CAGB Group. Before founding of CAGB group, Ms. Fu was the vice president of Goodbaby Child Products Co., Ltd. ("GCPC"), from February 1993 to July 2010, where she was primarily responsible for retail and distribution of GCPC products in China market.
   Ms. Fu is currently a director of the following companies in the Group:
2. 1. Shanghai Goodbaby Fashion Co., Ltd;
   2. Goodbaby (China) Retail & Service Company;
   3. Goodbaby (Nantong) Fashion Co., Ltd.*; and
   4. Kunshan Goodbaby Yijia Retail Co., Ltd.*.

• For identification purpose only

Ms. Fu is an indirect shareholder and a director of Cayey Enterprises Limited and PUD, both of which are substantial shareholders of the Company.

Ms. Fu is a shareholder and a director of Sure Growth Investments Limited, a substantial shareholder of the Company. Ms. Fu is also an indirect shareholder and a director of Rosy Phoenix Limited, a substantial shareholder of the Company.

Save as disclosed above, Ms. Fu does not at present, nor did she in the past three years, hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas, nor does she hold other positions in the Company or members of the Group.

Ms. Fu entered into an appointment letter with the Company for an initial term of three years commencing from 10 November 2017 of which expired on 9 November 2020. On 10 November 2020, Ms. Fu renewed the appointment letter with the Company for a term of three years commenced from 10 November 2020. Ms. Fu is

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APPENDIX I	DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

entitled to receive director 's remuneration in the amount of US$30,000 per annum and an additional remuneration up to a maximum of RMB1,290,000 per annum for providing business operation guidance and advisory consulting services to the China market and discretionary bonus commensurate with her responsibility and experience, the remuneration policy of the Company and prevailing market conditions. Ms. Fu will hold the office until the next general meeting of the Company and she is subject to retirement and re-election at the general meeting of the Company in accordance with the articles of association of the Company.

Ms. Fu is the spouse of Mr. Song, Chairman and executive Director of the Company. Credit Suisse Trust Limited (Singapore) is the trustee holding interest on trust for the beneficiaries of the Grappa Trust. The beneficiaries of the Grappa Trust include Mr. Song, Ms. Fu and family members of Mr. Song and Ms. Fu. The Grappa Trust is a revocable discretionary trust established under the laws of Singapore. Ms. Fu is deemed to be interested in 548,994,581 shares of the Company held by Credit Suisse Trust Limited (Singapore), trustee of the Grappa Trust, within the meaning of Part XV of the SFO.

In addition, Credit Suisse Trust Limited (Guernsey) is the trustee holding interest on trust for the beneficiaries of the Golden Phoenix Trust. Ms. Fu is the settlor and one of beneficiaries of the Golden Phoenix Trust. As such, Ms. Fu is also deemed to be interested in 87,753,871 shares of the Company, held by Credit Suisse Trust Limited (Guernsey), trustee of the Golden Phoenix Trust, within the meaning of Part XV of the SFO.

Ms. Fu is deemed to have an interest in the 2,207,000 underlying shares of the Company within the meaning of Part XV of the SFO in respect of the share options of the Company granted to her. In addition, Ms. Fu is also deemed to be interested in the 129,293,975 shares of the Company, which is held by Mr. Song through his controlled corporation, namely Sure Growth Investments Limited, as well as the 1,390,000 underlying shares of the Company in respect of the share options of the Company granted to Mr. Song.

Save as disclosed above, Ms. Fu does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

There is no information which is required to be disclosed pursuant to the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the shareholders.

1. HO Kwok Yin, Eric ("Mr. Ho"), aged 64, was appointed as a non-executive Director of the Company on 1 February 2013. Mr. Ho was admitted as a solicitor in England and Wales in 1987 and as a solicitor in Hong Kong in 1988. He was a founding partner of Sidley Austin in Hong Kong and remained a partner of the firm until his retirement in 2010. Mr Ho has over 30 years of experience in the legal profession

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APPENDIX I	DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

with related experience in international mergers and acquisitions and private equity transactions. Mr. Ho received his Bachelor of Social Science Degree from the Chinese University of Hong Kong in 1980.

Save as disclosed above, Mr. Ho does not at present, nor did he in the past three years, hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas, nor does he hold other positions in the Company or members of the Group.

Mr. Ho is deemed to have an interest in the 1,096,000 underlying shares of the Company within the meaning of Part XV of the SFO in respect of the share options of the Company granted to him.

Mr. Ho entered into a service contract with the Company on 31 January 2019 to renew his appointment as a non-executive Director of the Company for a term of three years on 1 February 2019. Under the service contract, he is entitled to receive a director 's fee of US$30,000 per annum and additional remuneration up to a maximum of US$55,000 per year for advisory consulting services that the Group may require from Mr. Ho from time to time with effect from 1 February 2019. Mr. Ho is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the articles of association.

Mr. Ho does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

There is no information which is required to be disclosed pursuant to the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the shareholders.

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APPENDIX II	EXPLANATORY STATEMENT ON THE
	SHARE BUY-BACK MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Buy-back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,668,023,166 Shares.

Subject to the passing of the ordinary resolution set out in item 5 of the notice of the Annual General Meeting in respect of the granting of the Share Buy-back Mandate and on the basis that the issued share capital of the Company remains unchanged from the Latest Practicable Date up to the date of the Annual General Meeting, i.e. being 1,668,023,166 Shares, the Directors would be authorized under the Share Buy-back Mandate to buy back, during the period in which the Share Buy-back Mandate remains in force, a total of 166,802,317 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.

2. REASONS FOR SHARE BUY-BACK

The Directors believe that the granting of the Share Buy-back Mandate is in the best interests of the Company and the Shareholders.

Shares buy-back may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders.

3. FUNDING OF SHARE BUY-BACK

The Company may only apply funds entirely from the Company's available cash flow or working capital facilities which will be funds legally available for such purpose in accordance with its Memorandum and Articles of Association and the applicable laws of the Cayman Islands.

4. IMPACT OF THE SHARE BUY-BACK

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Share Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX II	EXPLANATORY STATEMENT ON THE
	SHARE BUY-BACK MANDATE

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months preceding the Latest Practicable Date were as follows:

	Month	Highest	Lowest
		HK$	HK$
2020	April	0.88	0.75
	May	0.80	0.61
	June	1.07	0.64
	July	1.49	0.86
	August	1.47	1.04
	September	1.21	0.96
	October	1.14	0.95
	November	1.09	0.88
	December	1.06	0.96
2021	January	1.20	0.97
	February	1.39	0.92
	March	1.47	1.01
	April (up to the Latest Practicable Date)	1.76	1.44

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to buy back Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

7. TAKEOVERS CODE

If as a result of a buy-back of Shares pursuant to the Share Buy-back Mandate, a Shareholder 's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers

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APPENDIX II	EXPLANATORY STATEMENT ON THE
	SHARE BUY-BACK MANDATE

Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder 's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge of the Company, as at the Latest Practicable Date, according to the register of interests kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, the following Shareholders were directly or indirectly interested in 5% or more of the issued Shares:

		Number of Shares
		in which interested		Approximate
		Long position (L)		percentage of
		Short position (S)	Capacity in which Shares	existing
	Name of Shareholders	Lending pool (P)	are held	shareholding
1	Mr. Song Zhenghuan	769,639,427 (L)	Beneficiary of a Trust/	46.14%
	("Mr. Song") (Notes		Beneficial Owner/Interest
	1,2,3 & 4)		of Controlled
			Corporation/Interest of
			spouse
2	Ms. Fu Jingqiu ("Ms. Fu")	769,639,427 (L)	Settlor/Beneficiary of a	46.14%
	(Notes 1,2,3 & 4)		Trust/Beneficial
			Owner/Interest of spouse
3	Cayey Enterprises	548,994,581 (L)	Interest of Controlled	32.91%
	Limited (Note 2)		Corporation/Beneficial
			Owner
4	Credit Suisse Trust	548,994,581 (L)	Trustee	32.91%
	Limited (Singapore)
	(Note 2)
5	Grappa Holdings Limited	548,994,581 (L)	Interest of Controlled	32.91%
	(Note 2)		Corporation
6	PUD (Note 2)	409,518,229 (L)	Beneficial Owner	24.55%
7	FIL Limited	156,448,000 (L)	Interest of Controlled	9.38%
			Corporation
8	Pandanus Associates Inc.	156,448,000 (L)	Interest of Controlled	9.38%
			Corporation

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APPENDIX II	EXPLANATORY STATEMENT ON THE
				SHARE BUY-BACK MANDATE
		Number of Shares
		in which interested		Approximate
		Long position (L)		percentage of
		Short position (S)	Capacity in which Shares	existing
	Name of Shareholders	Lending pool (P)	are held	shareholding
9	Pandanus Partners L.P.	156,448,000	(L)	Interest of Controlled	9.38%
				Corporation
10	Sure Growth Investments	129,293,975	(L)	Beneficial Owner	7.75%
	Limited (Note 3)
11	Credit Suisse Trust	87,753,871	(L)	Trustee	5.26%
	Limited (Guernsey)
	(Note 4)
12	Golden Phoenix Limited	87,753,871	(L)	Interest of Controlled	5.26%
				Corporation
13	Rosy Phoenix Limited	87,753,871	(L)	Beneficial Owner	5.26%
	(Note 4)
14	FIDELITY CHINA	86,014,000	(L)	Beneficial Owner	5.16%
	SPECIAL SITUATIONS
	PLC

Notes:

1. Mr. Song holds 1,390,000 share options exercisable into 1,390,000 shares of the Company. Ms. Fu holds 2,207,000 share options exercisable into 2,207,000 shares of the Company. As Ms. Fu is the spouse of Mr. Song, each of Mr. Song and Ms. Fu is deemed to be interested in each other 's share options, which is 3,597,000 underlying shares of the Company.
2. PUD is owned as to approximately 53.13% by Cayey Enterprises Limited, which in turn is, as at 31 December 2020, wholly owned by Grappa Holdings Limited the issued share capital of which is owned as to 50% by Seletar Limited and as to 50% by Serangoon Limited, as nominees for Credit Suisse Trust Limited (Singapore), which is the trustee holding 548,994,581 interest on trust for the beneficiaries of the Grappa Trust. The beneficiaries of the Grappa Trust include Mr. Song, Ms. Fu and family members of Mr. Song and Ms. Fu. The Grappa Trust is a revocable discretionary trust established under the laws of Singapore.
3. Sure Growth Investments Limited is owned as to 44.44% by Mr. Song, as to 22.22% by Ms. Fu, as to 11.11% by Mr. LIU Tongyou, an executive Director of the Company and as to 5.56% by Mr. Michael Nan QU, an executive Director of the Company.
4. Rosy Phoenix Limited is indirectly held by Credit Suisse Trust Limited (Guernsey) as the trustee of the Golden Phoenix Trust. Ms. Fu is the settlor of the Golden Phoenix Trust and Credit Suisse Trust Limited (Guernsey) is the trustee holding 87,753,871 interest on trust for the beneficiaries that include Ms. Fu.

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APPENDIX II	EXPLANATORY STATEMENT ON THE
	SHARE BUY-BACK MANDATE

Assuming that no further Shares are issued between the Latest Practicable Date and the date of a buy-back under the proposed Share Buy-back Mandate, in the event that the Directors exercise the power to buy back Shares in full in accordance with the proposed Share Buy-back Mandate, the aggregate shareholding of the above Shareholders in the issued share capital of the Company would be increased to:

	Approximate percentage
	of shareholding if the
	proposed Share Buy-back
	Mandate is exercised in
Name of Shareholders	full
Mr. Song	51.27%	(L)
Ms. Fu	51.27%	(L)
Cayey Enterprises Limited	36.57%	(L)
Credit Suisse Trust Limited (Singapore)	36.57%	(L)
Grappa Holdings Limited	36.57%	(L)
PUD	27.28%	(L)
FIL Limited	10.42%	(L)
Pandanus Associates Inc.	10.42%	(L)
Pandanus Partners L.P.	10.42%	(L)
Sure Growth Investments Limited	8.61%	(L)
Credit Suisse Trust Limited (Guernsey)	5.85%	(L)
Golden Phoenix Limited	5.85%	(L)
Rosy Phoenix Limited	5.85%	(L)
FIDELITY CHINA SPECIAL SITUATIONS PLC	5.73%	(L)

In the event that the Directors exercise the proposed Share Buy-back Mandate in full, the shareholding of Mr. Song, Ms. Fu and persons acting in concert with them would be increased to approximately 51.27 % of the issued share capital of the Company. The Directors consider that such increase in shareholding would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

8. SHARE BUY-BACK MADE BY THE COMPANY

During the 6 months prior to the Latest Practicable Date, the Company had not bought back any of the Shares (whether on the Stock Exchange or otherwise).

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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.

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)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Goodbaby International Holdings Limited (the "Company") will be held at 8/F, No. 5 Building, the Hub, No. 99 Shaohong Road, Minhang District, Shanghai, PRC on Monday, 24 May 2021 at 10:00 am for the following purposes:

1. To receive the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 December 2020.
2. To consider and approve, each as a separate resolution, if thought fit, the following resolutions:
3. 1. To re-elect Mr. SONG Zhenghuan as executive director and to authorize the board of directors to fix his remuneration.
   2. To re-elect Mr. XIA Xinyue as executive director and to authorize the board of directors to fix his remuneration.
   3. To re-elect Ms. FU Jingqiu as non-executive director and to authorize the board of directors to fix her remuneration.
   4. To re-elect Mr. HO Kwok Yin, Eric as non-executive director and to authorize the board of directors to fix his remuneration.
4. To authorise the board of directors to fix the remuneration of the other directors of the Company.
5. 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.

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
   "THAT:
2. 1. subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (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;
   2. the total number of shares of the Company to be bought back pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
   3. for the purposes of this resolution:
      "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company;
      2. 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
      3. 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."
3. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
   "THAT:
4. 1. subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options

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NOTICE OF ANNUAL GENERAL MEETING

which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;

1. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
2. 1. a Rights Issue (as defined below);
   2. the exercise of options under a share option scheme of the Company; and
   3. 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 issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

1. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. 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
   3. 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)."

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NOTICE OF ANNUAL GENERAL MEETING

7. 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 number of shares shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution)."

By Order of the Board

Goodbaby International Holdings Limited

SONG Zhenghuan

Chairman

Hong Kong, 22 April 2021

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
2. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and on a poll, 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 Annual General Meeting. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, 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 meeting or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
4. For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Tuesday, 18 May 2021 to Monday, 24 May 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch

- 22 -

NOTICE OF ANNUAL GENERAL MEETING

share registrar, Computershare Hong Kong Investor Services Limited, at Shop 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Monday, 17 May 2021.

1. A circular containing further details concerning items 2, 5 and 6 set out in the above notice will be sent to all shareholders of the Company together with the 2020 Annual Report.
2. If a tropical cyclone warning signal number 8 or above is hoisted or "extreme conditions" caused by super typhoons or a black rainstorm warning is/are in force or is expected to be hoisted or in force in Hong Kong between 8:00 am to 10:00 am on Monday, 24 May 2021, or in the unforeseen event cause by the COVID-19 situation, the Annual General Meeting will automatically postponed to a later date and if postponed, the Company will as soon as practicable post an announcement on the websites of Hong Kong Exchanges and Clearing Limited and the Company.
3. In light of the continuing risks posed by the COVID-19 pandemic, the meeting will NOT serve refreshment or distribute souvenirs. The Company also strongly encourages shareholders NOT to attend the meeting in person, and advises shareholders to appoint the chairman of the meeting or any director or Company Secretary of the Company as their proxy to vote according to their indicated voting instructions as an alternative to attending the meeting in person.
4. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
5. References to time and dates in this notice are to Hong Kong time and dates.

This circular (in both English and Chinese versions) has been posted on the Company's website at www.gbinternational.com.hk.

Shareholders may request for printed copy of the circular free of charge or change their choice of means of receipt and language of the Company's corporate communications by sending reasonable notice in writing to the Company's branch registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong or by sending an email to [e-mail].

Shareholders who have chosen to receive the Company's corporate communications in either English or Chinese version will receive both English and Chinese versions of this circular since both languages are bound together into one booklet.

The health of our shareholders, staff and stakeholders is of paramount importance to us. In view of the ongoing Novel Coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the Annual General Meeting to protect attending shareholders, staff and stakeholders from the risk of infection:

1. Compulsory body temperature checks will be conducted for every shareholder, proxy or other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue or be required to leave the meeting venue.
2. The Company encourages each attendee to wear a surgical face mask throughout the meeting and inside the meeting venue, and to maintain a safe distance between seats.
3. No refreshment will be served, and there will be no corporate gift.

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NOTICE OF ANNUAL GENERAL MEETING

1. Each attendee may be asked whether (a) he/she travels outside of Hong Kong within the 14-day period immediately before the Annual General Meeting; and (b) he/she is subject to any Hong Kong Government prescribed quarantine. Anyone who responds positively to any of these questions may be denied entry into the meeting venue or be required to leave the meeting venue. In addition, the Company reminds all shareholders that physical attendance in person at the meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting instead of attending the meeting in person, by completing and return the proxy form attached to this document.

If any shareholder chooses not to attend the meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the board of directors of the Company, he/she is welcome to send such question or matter in writing to our principal place of business in Hong Kong. If any shareholder has any question relating to the meeting, please contact Computershare Hong Kong Investor Services Limited, the Company's Hong Kong branch share registrar and transfer office as follows:

Computershare Hong Kong Investor Services Limited

Shop 1712-1716, 17th Floor, Hopewell Centre

183 Queen's Road East, Wan Chai, Hong Kong Website: www.computershare.com/hk/contact HK Tel: [phone]

Fax: [phone]

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