Interim Report 2019 - HKEXnews

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Interim Report 2019 - HKEXnews
2019
  Interim Report
Goodbaby International Holdings Limited
     www.gbinternational.com.hk
          Stock Code: 1086
Interim Report 2019 - HKEXnews
GOODBABY

Contents
Interim Report 2019 - HKEXnews
3   Corporate
     Information

 7   Management
     Discussion and Analysis

21   Other
     Information

27   Report on Review of Interim Condensed
     Consolidated Financial Statements

29   Interim Condensed Consolidated
     Statement of Profit or Loss

30   Interim Condensed Consolidated
     Statement of Comprehensive Income

31   Interim Condensed Consolidated
     Statement of Financial Position

33   Interim Condensed Consolidated
     Statement of Changes in Equity

34   Interim Condensed Consolidated
     Statement of Cash Flows

36   Notes to the Interim Condensed
     Consolidated Financial Statements
Interim Report 2019 - HKEXnews
CYBEX by KAROLINA KURKOVA
2
GOODBABY

 Corporate
Information

               3
Corporate Information

    Directors                                    Auditors

    Executive Directors                          Ernst & Young
                                                 Certified Public Accountants
    Mr.   Song Zhenghuan (Chairman)              22nd Floor CITIC Tower
    Mr.   Martin Pos (Chief Executive Officer)   1 Tim Mei Avenue
    Mr.   Xia Xinyue                             Central
    Mr.   Liu Tongyou                            Hong Kong
    Mr.   Michael Nan Qu

    Non-Executive Directors                      Legal Advisor

    Ms. Fu Jingqiu                               As to Hong Kong law
    Mr. Ho Kwok Yin, Eric                        Sidley Austin
                                                 39th Floor
    Independent Non-Executive Directors          Two International Finance Centre
                                                 Central
    Mr. Iain Ferguson Bruce                      Hong Kong
    Mr. Shi Xiaoguang
    Ms. Chiang Yun
    Mr. Jin Peng                                 Principal Share Registrar

                                                 SMP Partners (Cayman) Limited
    Audit Committee                              3rd Floor, Royal Bank House
                                                 24 Shedden Road P.O. Box 1586
    Mr. Iain Ferguson Bruce (Chairman)           Grand Cayman KY1-1110
    Mr. Shi Xiaoguang                            Cayman Islands
    Ms. Chiang Yun

                                                 Hong Kong Branch Share Registrar
    Nomination Committee
                                                 Computershare Hong Kong Investor
    Mr. Iain Ferguson Bruce (Chairman)           Services Limited
    Mr. Shi Xiaoguang                            Shops 1712-1716, 17th Floor
    Ms. Chiang Yun                               Hopewell Centre
                                                 183 Queen’s Road East
                                                 Wanchai
    Remuneration Committee                       Hong Kong

    Mr. Iain Ferguson Bruce (Chairman)
    Mr. Shi Xiaoguang
    Ms. Chiang Yun

4
Registered Office                          Authorized Representatives

Cricket Square                             Mr. Song Zhenghuan
Hutchins Drive                             Ms. Ho Siu Pik
P.O. Box 2681
Grand Cayman
KY1-1111                                   Principal Banker
Cayman Islands
                                           Bank of China, Kunshan Branch

Head Office
                                           Website
28 East Lufeng Road, Lujia Town
Kunshan City                               www.gbinternational.com.hk
Jiangsu Province, 215331
PRC
                                           Stock Code

Principal Place Of Business In Hong Kong   1086

Room 2001, 20th Floor
Two Chinachem Exchange Square
338 King’s Road
North Point
Hong Kong

Company Secretary

Ms. Ho Siu Pik

                                                                           5
Management Discussion and Analysis
GOODBABY

     Management
Discussion and Analysis

                          7
GOODBABY · Management Discussion & Analysis

    Management Discussion and Analysis

    Overview

    Goodbaby International Holdings Limited (the                        Our revenue performance is attributable to the strong
    “Company”, together with its subsidiaries,                          growth from Cybex, the stabilization of revenues
    the “Group”) recorded stable revenue while                          from both gb and Evenflo, offset by decreases in
    generating strong growth in the operating profit                    the Blue Chip business as planned and the Group’s
    for the six months ended 30 June 2019 (the                          tactical brands and retailer’s private label business
    “Period”). Our revenue for the Period increased                     resulting from the Group’s prioritization toward its
    by 0.2% to approximately HK$4,434.2 million                         more profitable core Strategic brands.
    from approximately HK$4,425.7 million for the
    corresponding period in 2018. During the Period,                    During the Period, the Group’s core Strategic brands
    foreign exchange rate fluctuations impacted the                     recorded an overall 5.6% growth in revenue (10.3%
    overall revenue growth. On a constant currency                      on a constant currency basis) from the revenue of
    basis, our revenue for the Period recorded a 4.3%                   the corresponding period in 2018. Resulting from the
    increase compared to the corresponding period in                    Group’s focused brand strategy, our core strategic
    2018. Our reported gross profit increased by 3.0%                   brands represent approximately 82% of the total
    to approximately HK$1,915.1 million for the Period                  consolidated revenues for the Period compared to
    from approximately HK$1,859.1 million for the                       approximately 78% for the corresponding period in
    corresponding period in 2018. Our reported operating                2018.
    profit increased by 13.9% to approximately HK$247.2
    million for the Period from approximately HK$217.1                  Summary of the Group’s core Strategic brands
    million for the corresponding period in 2018 and on                 revenue:
    a non-GAAP basis, our operating profit increased
    by 1.9% to approximately HK$289.7 million for the
    Period from approximately HK$284.2 million for the
    corresponding period in 2018.

                                                          For the six months ended 30 June

                                                                                                                                              Change on a constant
                                                                                                                                              currency basis (%)
                                                                                                                   Change (%)
                                                                 2019

                                                                                          2018

    (HK$ million)

    Group Total Revenue                                      $4,434.2                  $4,425.7                   0.2%                        4.3%

                                                    For the six months ended 30 June
                                                                                                                                                        Change on a constant
                                                                                                                                                        currency basis (%)
                                                   2019

                                                                                                 2018

                                                                                                                                 Change (%)
                                                            Revenue

                                                                                                        Revenue
                                          Amount

                                                                              Amount
                                                            % of

                                                                                                        % of

    Core Strategic Brands Revenue       3,642.6            82.1%            3,449.9                     77.9%                   5.6%                 10.3%

    Cybex                               1,238.7            27.9%            955.8                       21.6%                   29.6%                37.1%

    gb                                  1,490.0            33.6%            1,576.3                     35.6%                   –5.5%                   0.1%

    Evenflo                              913.9             20.6%            917.8                       20.7%                   –0.4%                –0.2%

8
GOODBABY · Management Discussion & Analysis

Executive Summary                                         In the key China market, gb brand recorded
                                                          a slight revenue decrease of 3.2% (increase
During the Period, the Group’s core Strategic brands      of 2.5% on a constant currency basis) in the
performed as follows:                                     Period to approximately HK$1,363.4 million as
                                                          compared to approximately HK$1,408.8 million
–   Cybex brand significantly increased global            in the corresponding period in 2018. Our gb
    revenues by 29.6% (37.1% on a constant currency       brand achieved the China market growth while
    basis) in the Period to approximately HK$1,238.7      maneuvering through increasingly challenging
    million from approximately HK$955.8 million for       economic and retail environments in China.
    the corresponding period in 2018. This growth         As anticipated, there are market indications of
    is directly attributable to the continued strong      further birth rate decline in China, but the size
    brand performance, new and innovative product         of the overall addressable baby goods market
    introductions and enhanced logistics capabilities     still offers multiple growth opportunities. Home
    in EMEA. In particular, Cybex car seats and           textiles and apparel continue to drive solid
    wheeled goods sales performance in EMEA was           revenue growth of approximately 8.7% (15.3%
    a key driver of growth in the Period. During the      on a constant currency basis). While durables
    Period, Cybex continued to reinforce its leading      revenues decreased (primarily car seats)
    position as the premium “technical-lifestyle”         by approximately 12.5% (7.5% on a constant
    brand with recognition from independent               currency basis), new durables wheeled goods
    organizations such as the German consumer             product launches in late H1 2019, combined
    testing lab ADAC, receiving 3 red dot design          with the continued revision of the wholesale
    awards and continuously growing its celebrity         distribution strategy, produced positive growth in
    and social media fan community.                       June 2019 as compared to June 2018, establishing
                                                          a foundation for solid durables momentum for
    In addition, Cybex recorded strong growth of          the full year of 2019. Overall, the stabilization
    30.7% (38.3% on a constant currency basis) in         initiatives by China market are gaining
    the Period to approximately HK$217.3 million          momentum and further positive performance
    from approximately HK$166.2 million in the            is expected in H2 2019 as gb drives toward a
    corresponding period in 2018 in markets outside       deeper direct engagement with consumers, as
    Europe, primarily driven by continued brand           evidenced by the strong growth of our own
    building initiatives and further channel expansion.   online and offline retail channels.

–   gb brand continues to realize stabilization in        gb brand revenues outside the China market
    the business performance and recorded an              approximated HK$126.6 million in the Period as
    overall revenue net decrease of 5.5% (increase        compared to approximately HK$167.1 million in
    of 0.1% on a constant currency basis) in the          the corresponding period of 2018. This decrease
    Period to approximately HK$1,490.0 million            is a direct result of phasing out of older product
    from approximately HK$1,576.3 million in the          portfolio, and new product launches in late H1 will
    corresponding period in 2018.                         return gb back to growth in H2.

                                                                                                                9
GOODBABY · Management Discussion & Analysis

     Management Discussion and Analysis

     –   Evenflo brand rebounded from a weak revenue           During the Period, the Group’s revenue from other
         performance in early 2019 to achieve a slight         business units including the Group’s tactical brands
         decrease of 0.4% (decrease of 0.2% on a constant      and retailer’s private label business approximated
         currency basis) to approximately HK$913.9             HK$276.9 million as compared to approximately
         million from approximately HK$917.8 million in        HK$364.3 million in the corresponding period of 2018.
         the corresponding period in 2018. A challenging       This approximate 24% decrease (decrease of 20.6%
         retail environment in late 2018/early 2019, caused    on a constant currency basis) is directly impacted
         by an overall lack of consumer confidence             by the Group’s strategy to concentrate on profitable
         resulting from uncertainties on potential             business and continue full focus on the development
         tariffs, government shutdowns and subdued             of its core Strategic brands.
         performance of major retailer promotions, began
         to stabilize during the Period with a return to       Innovation and Technology
         positive retailer POS in mid/late H1. Additionally,
         due to the liquidation of Toys R Us (“TRU”) and       The Group continues its investment in the innovative
         its subsidiary Babies R Us (“BRU”) in early 2018,     research and development (“R&D”) centers
         there were no revenues to TRU/BRU in the Period       concentrated in China, Europe and North America.
         compared to approximately HK$15.6 million in the      These R&D hubs allow us to design and innovate a
         corresponding period in 2018. Evenflo offset this     wide range and variety of consumer centric products
         impact in the Period through increased revenues       in a collaborative manner sharing best practices.
         in other North American channels. This growth         To further strengthen our commitment to these
         from late H1 is expected to continue into H2 2019     principles, during the Period, the Group invested
         as Evenflo continues to launch new products           in two new car seat crash sled test facilities, one
         and fulfills recent awards of business from major     based in Germany and China, respectively. These
         national retailers.                                   investments will ensure Goodbaby remains the leader
                                                               in global car seat child safety initiatives, will facilitate
         Evenflo derives the great majority of its revenue     a faster speed to market in product development/
         from the North America market, from which             launches and will facilitate future growth.
         revenue remained level (increase of 0.1% on a
         constant currency basis) as sales experienced a       Consistent with prior periods, Goodbaby brands
         rebound in the latter part of the Period due to       continue to be recognized for design and safety.
         retail POS stabilization and mid year new product     During the Period, we continued to reinforce our
         launches.                                             leading industry position by receiving independent
                                                               recognition and awards from various consumer
     During the Period, our Blue Chip business revenue         testing organizations (e.g. ADAC in Germany), four
     decreased by 15.8% to approximately HK$514.7              red dot design awards between Cybex (three) and
     million in the Period as compared to approximately        gb (one), respectively, two North American industry
     HK$611.5 million in the corresponding period in           awards for Evenflo, and continuously expanded our
     2018. The decrease is directly attributed to higher       celebrity and social media fan community.
     purchases in the same period of 2018 due to key
     Blue Chip customer inventory build-up strategies          Production and Supply Chain
     given the uncertain tariff situation at that time. The
     Group’s relationship with its Blue Chip customers         While continued discipline in execution of the
     remains strong and we anticipate positive revenue         Goodbaby Excellence System (GBES) has resulted in
     development in H2 2019.                                   world class standards in supply chain and operational
                                                               excellence, we are investing in smart and automated
                                                               production technologies to mitigate and reduce
                                                               increasing labor and overhead costs to ensure we
                                                               remain competitive. These operations will ensure that
                                                               the Group continues to provide world class quality,
                                                               competitive costs and accelerate our speed to
                                                               market.

10
GOODBABY · Management Discussion & Analysis

Outlook

We have seen positive business developments in all three of our core Strategic brands and organizational
structure that provide us with renewed confidence of improved future financial performance. We are expecting
further growth in revenue and profitability as we continue to maneuver through the continuously challenging
global political, economic and retail environments. We will accomplish this by our focused strategy of investing in
our core Strategic brands of Cybex, gb and Evenflo and by continued support of our Blue Chip business. Global
demand for Cybex branded products will continue its strong growth across all key geographic regions supported
by its current product portfolio and new product launches, strengthened supply chain capabilities and expanding
distribution platforms. Stabilization of the gb brand in the key China market is being achieved and is poised for
growth in H2 2019 with the continued success of the non-durables portfolio combined with expected rebound
of the durables products. Evenflo has rebounded from difficult market conditions in early 2019 and is staged for
growth in the back half of 2019 and into 2020 resulting from new product launches and new awards of business
from major retailers resulting from its diligence to enhance the overall brand image. On a global basis, we remain
committed to invest in B2C platforms through our own national distribution platforms in existing and new
markets to ensure we maintain a direct relationship with our fans and consumers and provide them with a world
class online experience. World class manufacturing, supply chain excellence and cost optimization will once again
remain the core of our vision of leading the global juvenile eco-system and achieving sustained profitable growth.

Financial Review

Revenue

The total revenue of the Group increased by 0.2% to approximately HK$4,434.2 million for the Period from
approximately HK$4,425.7 million in the corresponding period of 2018. During the Period, foreign exchange
rate fluctuations impacted the overall revenue growth. On a constant currency basis, our revenue for the Period
recorded a 4.3% increase compared to the corresponding period in 2018.

The table below sets out the Group’s revenue by business format for the periods indicated.

                                                                     For the six months ended 30 June
                                                                                                                                           Change on a
                                                                                                                              Change (%)

                                                                                                                                           basis (%)
                                                                     2019

                                                                                                      2018

                                                                                                                                           currency
                                                                                                                                           constant

(HK$ million)                                             Revenue           % of revenue   Revenue           % of revenue

Group’s own brand and retailer private label businesses    3,919.5              88.4        3,814.2              86.2        2.8%            7.3%

  APAC                                                     1,762.4              39.8        1,865.9              42.2       –5.5%            –0.1%

  EMEA                                                     1,197.7              27.0        995.2                22.5       20.3%            27.2%

  Americas                                                 959.4                21.6        953.1                21.5        0.7%            1.1%

Blue Chip business                                         514.7                11.6        611.5                13.8       –15.8%          –14.4%

Total                                                      4,434.2              100.0       4,425.7              100.0       0.2%            4.3%

The 2.8% growth (7.3% growth on a constant currency basis) of the Group’s own brand and retailer private label
businesses were attributable to the strong performance of our strategic brand Cybex and the stabilization of
revenues from both brands gb and Evenflo, which was partially offset by the decrease in the Group’s tactical
brands and retailer’s private label business (for more information about performances by brand, please refer to
Executive Summary of this Management Discussion and Analysis section).

                                                                                                                                                         11
GOODBABY · Management Discussion & Analysis

     Management Discussion and Analysis

     –   In region APAC, we recorded revenue from             During the Period, our Blue Chip business revenue
         China market of approximately HK$1,618.3 million     decreased by 15.8% to approximately HK$514.7
         in the Period against HK$1,709.3 million in the      million in the Period as compared to HK$611.5 million
         corresponding period in 2018, decreased by           in the corresponding period in 2018. The decrease
         5.3% (an increase of 0.3% on a constant currency     is directly attributed to higher purchases in the
         basis). The slight increase in revenue on constant   same period of 2018 due to key Blue Chip customer
         currency basis was mainly attributable to revenue    inventory build-up strategies given the uncertain
         growth from our strategic brand gb offset by         tariff situation at that time. The Group’s relationship
         revenue decrease from brand Happy Dino. The          with its Blue Chip customers remains strong and we
         revenue from markets outside China decreased to      anticipate further positive revenue development in
         HK$144.1 million in the Period from approximately    H2 2019.
         HK$156.6 million in the corresponding period of
         2018, which was mainly due to the decrease in        Cost of Sales, Gross Profit and Gross Profit
         revenue from our toy segment brand Rollplay.         Margin

     –   In region EMEA, we recorded revenue of               Cost of sales decreased by 1.9% to approximately
         approximately HK$1,197.7 million in the Period,      HK$2,519.1 million for the Period as compared
         increased by 20.3% (27.2% on a constant currency     to approximately HK$2,566.6 million for the
         basis) from approximately HK$995.2 million in        corresponding period in 2018. The gross profit for the
         the corresponding period in 2018. The significant    Group increased by 3.0% to approximately HK$1,915.1
         growth in region EMEA is mainly attributable to      million for the Period from approximately HK$1,859.1
         the strong performance of our strategic brand        million for the corresponding period of 2018, and
         Cybex offset by weaker performance of brand          the gross profit margin increased to approximately
         gb.                                                  43.2% for the Period from approximately 42.0% for
                                                              the corresponding period of 2018. The improvement
     –   In region Americas, we recorded revenue of           in gross profit margin was mainly due to increased
         approximately HK$959.4 million in the Period,        revenue contribution from our core strategic
         increased by 0.7% (1.1% on a constant currency       brands with higher gross margin and the continued
         basis) from approximately HK$953.1 million for       improvement in cost efficiency.
         the corresponding period in 2018. The increase
         was mainly attributable to the stabilization of      Other Income and Gains
         revenue from our strategic brand Evenflo and
         strong growth of revenue from brand Cybex.           Other income and gains of the Group approximated
                                                              HK$36.4 million for the Period, which decreased
                                                              by approximately HK$7.2 million, or 16.5%, from
                                                              approximately HK$43.6 million for the corresponding
                                                              period of 2018. The decrease was mainly attributable
                                                              to the decrease in government grants.

12
GOODBABY · Management Discussion & Analysis

Selling and Distribution Expenses                                    Administrative Expenses

The Group’s selling and distribution expenses                        The administrative expenses of the Group primarily
primarily consist of personnel cost, marketing                       consist of personnel cost, R&D costs, professional
expenses, online and offline store expense,                          service expenses, other back office expenses and
warehousing and transportation costs. The selling                    provision for the impairment of receivables. The
and distribution costs approximated HK$1,141.6                       administrative expenses decreased to approximately
million for the Period, increased from approximately                 HK$550.5 million for the Period from approximately
HK$1,061.6 million for the corresponding period of                   HK$611.7 million for the corresponding period of 2018.
2018 as we recorded higher revenue contribution                      The decrease was mainly due to:
from our core strategic brands which have higher
selling and distribution costs. The increase was                     a) the decrease in personnel cost to approximately
mainly attributable to:                                                 HK$212.3 million for the Period from
                                                                        approximately HK$231.0 million for the
a) t h e i n c r e a s e i n m a r k e t i n g e x p e n s e s t o      corresponding period of 2018, due to a more
   approximately HK$240.9 million for the Period                        integrated and optimized Group organization;
   from approximately HK$215.0 million for the
   corresponding period of 2018, to fuel revenue                     b) the decrease in the R&D cost to approximately
   growth of core strategic brands;                                     HK$163.6 million for the Period from
                                                                        approximately HK$172.0 million for the
b) the increase in warehousing and transportation                       corresponding period of 2018, due to more
   costs to approximately HK$232.4 million for the                      efficient R&D expenditures;
   Period from approximately HK$194.3 million
   for the corresponding period of 2018, for our                     c) the decrease of approximately HK$28.4 million in
   own brand business especially for the strong                         provision for the impairment of receivables in the
   performance in region EMEA;                                          Period comparing with that in the corresponding
                                                                        period of 2018. In the first half of 2018, we made
c) stable costs in personnel of approximately                           significant provision for potential uncollectible
   HK$308.7 million for the Period, compared                            receivables from TRU; and
   to approximately HK$309.1 million in the
   corresponding period of 2018; and                                 d) stable in other administrative expenses.

d) stable online and offline store expense of                        Other Expenses
   approximately HK$145.3 million for the Period,
   compared to approximately HK$148.2 million for                    Other expenses of the Group decreased to
   the corresponding period of 2018.                                 approximately HK$12.2 million for the Period from
                                                                     approximately HK$12.4 million for the corresponding
                                                                     period in 2018. Other expenses mainly consist of
                                                                     foreign exchange related losses, loss on disposal of
                                                                     property, plant and equipment and other losses.

                                                                                                                              13
GOODBABY · Management Discussion & Analysis

     Management Discussion and Analysis

     Operating Profit                                         Income Tax Expense

     As a result of the reasons mentioned above, the          The Group’s income tax expense was approximately
     Group’s operating profit increased by approximately      HK$40.8 million for the Period, increased by
     HK$30.1 million, or 13.9%, to approximately HK$247.2     approximately HK$13.2 million from approximately
     million for the Period from approximately HK$217.1       HK$27.6 million for the corresponding period in 2018.
     million for the corresponding period of 2018.            The increase in income tax expense was mainly due
                                                              to strong financial performance in EMEA, where the
     The Group’s non-GAAP operating profit increased          income tax rate is higher than other regions in the
     by approximately HK$5.5 million, or 1.9%, to             Group.
     approximately HK$289.7 million for the Period
     from approximately HK$284.2 million for the              Net Profit for the Period
     corresponding period of 2018. Please refer to the
     section headed “Non-GAAP Financial Measures” for         Net profit of the Group increased by 1.6% to
     information in relation to non-GAAP presentations.       approximately HK$136.3 million for the Period from
                                                              approximately HK$134.2 million for the corresponding
     Finance Income                                           period in 2018.

     For the Period, the Group’s finance income increased     Non-GAAP Financial Measures
     by approximately HK$2.1 million to approximately
     HK$3.8 million for the Period from approximately         To supplement the consolidated results of the Group
     HK$1.7 million for the corresponding period of           prepared in accordance with IFRS, certain non-GAAP
     2018. The Group’s finance income mainly comprises        financial measures, including non-GAAP operating
     interest income from bank deposits.                      profit, non-GAAP operating margin, non-GAAP profit
                                                              before tax, non-GAAP profit for the period and non-
     Finance Costs                                            GAAP net margin, are presented. The Company’s
                                                              management believes that the non-GAAP financial
     For the Period, the Group’s finance costs increased      measures provide investors with a more meaningful
     by approximately HK$16.3 million, or 28.4%, to           view on the Group’s financial results, and with useful
     approximately HK$73.7 million for the Period from        supplementary information to assess the performance
     approximately HK$57.4 million for the corresponding      of the Group’s strategic operations by excluding
     period in 2018. The increase was mainly attributable     certain non-cash items, certain impact of merger and
     to the increase in LIBOR and the additional interest     acquisition transactions and certain one-off bad debt
     expenses arising from the lease liabilities recognized   provision and operating loss. Nevertheless, the use
     as a result of the adoption of IFRS 16 in the Period.    of these non-GAAP financial measures has limitations
                                                              as an analytical tool. These unaudited non-GAAP
     Profit Before Tax                                        financial measures should be considered in addition
                                                              to, not as a substitute for, analysis of the Company’s
     As a result of the reasons mentioned above, the          financial performance prepared in accordance with
     profit before tax of the Group increased by 9.5% to      IFRS. In addition, these non-GAAP financial measures
     approximately HK$177.1 million for the Period from       may be defined differently from similar terms used by
     approximately HK$161.8 million for the corresponding     other companies.
     period of 2018.

14
GOODBABY · Management Discussion & Analysis

The following tables set forth the reconciliations of the Company’s non-GAAP financial measures for the six
months ended 30 June 2019 and 2018 to the nearest measures prepared in accordance with IFRS:

                                                                                                  For the six months ended 30 June 2019

                                                                                                                               Adjustments

                                                                                                                                                     intangible assets

                                                                                                                                                     appreciation (a)
                                                                                                                                                     Amortisation of
                                                                                                              Equity-settled

                                                                                                              arrangements

                                                                                                                                                     and inventory
                                                                                                              share option
                                                                                   As reported

                                                                                                                                                                                            Non-GAAP
                                                                                                                               (HK$ million)

Operating profit                                                        247.2                                     20.8                                   21.7                              289.7

Profit before tax                                                       177.1                                     20.8                                   21.7                              219.6

Profit for the period                                                   136.3                                     20.8                                   16.2                              173.3

Operating margin                                                          5.6%                                                                                                             6.5%

Net margin                                                                3.1%                                                                                                             3.9%

                                                                                                  For the six months ended 30 June 2018

                                                                                                                               Adjustments

                                                                                                                                                                 provision and operating
                                                                                                                                                                 One-off bad debt
                                                                                                                                 intangible assets

                                                                                                                                 appreciation (a)
                                                                                                                                 Amortisation of

                                                                                                                                                                 loss associated
                                                                                                                                                                 with TRU/BRU
                                                                                                 Equity-settled

                                                                                                 arrangements

                                                                                                                                 and inventory
                                                                                                 share option
                                                                     As reported

                                                                                                                                                                                                       Non-GAAP

                                                                                                                               (HK$ million)

Operating profit                                                   217.1                           10.3                              25.8                                31.0                  284.2

Profit before tax                                                  161.8                           10.3                              25.8                                31.0                  228.9

Profit for the period                                              134.2                           10.3                              19.3                                25.0                  188.8

Operating margin                                                    4.9%                                                                                                                        6.4%

Net margin                                                          3.0%                                                                                                                        4.3%

(a)       Amortisation of intangible assets and inventory appreciation arising from acquisitions, net of related deferred tax.

                                                                                                                                                                                                                  15
GOODBABY · Management Discussion & Analysis

     Management Discussion and Analysis

     Working Capital and Financial Resources

                                                                                                                    As at                    As at
                                                                                                                   30 June               31 December
                                                                                                                    2019                    2018

                                                                                                                             (HK$ million)

     Trade and notes receivables (including trade receivables due from a related party)                            1,244.9                   1,108.6

     Trade and notes payables                                                                                      1,368.6                   1,439.4

     Inventories                                                                                                   1,809.7                   1,944.0

                                                                                                              For the six months          For the year
                                                                                                               ended 30 June           ended 31 December
                                                                                                                     2019                     2018

                                                                                                                             (HK$ million)

     Trade and notes receivables turnover days   (1)
                                                                                                                     48                        48

     Trade and notes payables turnover days(2)                                                                       100                      101

     Inventories turnover days(3)                                                                                    134                      140

     (1)      Trade and notes receivables turnover days = Number of                       Liquidity and Financial Resources
              days in the reporting period x (Average balance of trade
              and notes receivables at the beginning and at the end of
              the period)/revenue in the reporting period.                                As at 30 June 2019, the Group’s monetary assets,
                                                                                          including cash and cash equivalents, time deposit,
     (2)      Trade and notes payables turnover days = Number of days
              in the reporting period x (Average balance of the trade
                                                                                          pledged bank deposits were approximately
              and bills payables at the beginning and at the end of the                   HK$1,046.3 million (31 December 2018: approximately
              period)/cost of sales in the reporting period.                              HK$930.4 million).
     (3)      Inventories turnover days = Number of days in the
              reporting period x (Average balance of inventories at the                   As at 30 June 2019, the Group’s interest-bearing
              beginning and at the end of the period)/cost of sales in
              the reporting period.
                                                                                          bank loans and other borrowings were approximately
                                                                                          HK$2,774.5 million (31 December 2018: approximately
     The increase in trade and note receivables was mainly                                HK$2,777.2 million), including short-term bank loans
     attributable to the revenue growth in our own brand                                  and other borrowings of approximately HK$714.1
     business, and trade and notes receivables turnover                                   million (31 December 2018: approximately HK$887.5
     days remains stable at 48 days.                                                      million) and long-term bank loans and other
                                                                                          borrowings with repayment terms of three years of
     The decrease of trade and note payables was mainly                                   approximately HK$2,060.4 million (31 December
     attributable to less procurement in the period near                                  2018: approximately HK$1,889.7 million).
     30 June 2019 compared to the period near 2018
     year end. During the period approaching 2018 year                                    As a result, as at 30 June 2019, the Group’s net debt
     end, the Group increased purchases preparing for                                     position was approximately HK$1,728.2 million (31
     the production and shipments before Chinese New                                      December 2018: approximately HK$1,846.8 million).
     Year. The trade and notes payables turnover days
     remained stable.                                                                     Contingent Liabilities

     The decrease of inventories was mainly attributable                                  As at 30 June 2019, the Group had no material
     to the tighter control of inventory level and the                                    contingent liabilities (as at 31 December 2018: nil).
     shipments of inventories before 2018 year end
     prepared in advance for the significant order
     demands in first quarter 2019 in region EMEA. The
     inventory turnover days decreased by 6 days to 134
     days.

16
GOODBABY · Management Discussion & Analysis

Exchange Rate Fluctuations                             Employees and Remuneration Policy

The Group is a multinational enterprise with           As at 30 June 2019, the Group had a total of 12,506
operations in different countries and the money        full-time employees (31 December 2018: 12,397). For
that it uses to conduct its business and transaction   the Period, costs of employees, excluding directors’
are denominated in various currencies, and the         emoluments, amounted to a total of approximately
Group uses the Hong Kong dollar (“HK$”) as its         HK$865.3 million (for the corresponding period of
reporting currency, which is pegged to U.S. dollar     2018: approximately HK$882.9 million). The Group
(“US$”). The Group’s revenue is mainly denominated     determined the remuneration packages of all
in US$, Renminbi (“RMB”) and Euro. The Group’s         employees with reference to individual performance
procurement and operating expenses are mainly          and current market salary scale. The Group provides
denominated in RMB, US$ and Euro. The net              its employees in the PRC and other countries
exposures to foreign currency risks of the Group’s     and regions with welfare schemes as required by
operating results are mainly the US$ and Euro          applicable local laws and regulations.
revenue against RMB procurement and operating
expenses. The Group would benefit from the             On 5 November 2010, the Company adopted a share
appreciation of US$ and Euro against RMB but would     option scheme to award employees who may have
incur losses if US$ or Euro depreciates against RMB.   an impactful contribution to the Group. On 28 May
The Group uses forward contracts to substantially      2018, the scheme limit of the share option scheme
eliminate the foreign currency exposures.              was refreshed such that the maximum number of
                                                       shares of the Company which may be issued upon
Pledge of Assets                                       exercise of all options to be granted under the
                                                       share option scheme (excluding options previously
As at 30 June 2019, bank deposits of approximately     granted, outstanding, cancelled, lapsed or exercised
HK$24.9 million (31 December 2018: Nil) were           in accordance with the terms of the Share Option
pledged for business operation.                        Scheme and any other share option scheme of the
                                                       Company) to the extent of up to 10 per cent of the
Gearing Ratio                                          Shares of the Company in issue as at the date of the
                                                       general meeting of the Company on 28 May 2018.
As at 30 June 2019, the Group’s gearing ratio
(calculated by net debt divided by the sum of          As at 31 December 2018, the outstanding share
adjusted capital and net debt; the amount of net       options were 133,030,667. During the Period, the
debt is calculated by the sum of trade and notes       Company granted 85,300,000 share options on 23
payables, other payables, advances from customers      May 2019, 3,600,667 share options had lapsed and
and accruals, lease liabilities and interest-bearing   0 share options had been exercised. As at 30 June
bank loans and other borrowings (current and           2019, 214,730,000 share options were outstanding.
non-current) minus cash and cash equivalents; the
amount of the adjusted capital is calculated by
equity attributable to owners of the parent minus
hedging reserve) was approximately 44.8% (as at 31
December 2018: approximately 45.2% as disclosed in
our 2018 annual announcement, or 46.7% after taking
into consideration the impact of IFRS 16).

                                                                                                              17
GOODBABY · Management Discussion & Analysis

     Management Discussion and Analysis

                                                                                                        cancelled during the Period
                                                                            granted during the Period

                                                                                                                                       lapsed during the Period
                                                  beginning of the Period

                                                                                                                                                                                         No. of Share options
                                                   No. of share options

                                                                               No. of share options

                                                                                                           No. of share options

                                                                                                                                         No. of share options

                                                                                                                                                                  No. of share options

                                                                                                                                                                                                                                          Period during which

                                                                                                                                                                                                                                                                                          Closing Price of the
                                                    outstanding at the

                                                                                                                                                                                          outstanding at the

                                                                                                                                                                                                                                           share options are
                                                                                                                                                                                          end of the Period
                                                                                                                                                                   exercised during

                                                                                                                                                                                                                                                                per share (HK$)
                                                                                                                                                                                                                                                                 Exercise price
                                                                                                                                                                                                                     Date of grant

                                                                                                                                                                                                                                                                                             shares at the
                                                                                                                                                                                                                                                                                             date of grant
                                                                                                                                                                                                                                              exercisable
                                                                                                                                                                       the Period
     Name of grantee                                                                                                                                                                                                                                                              (HK$)
                                                                                                                                                                                                                                        (i) 7,593,335
                                                                                                                                                                                                                                      share options: 29
                                                                                                                                                                                                                                      September 2017
                                                                                                                                                                                                                                      to 28 September
                                                                                                                                                                                                                                             2024
       Directors of the Company, employees of                                                                                                                                                                                           (ii) 9,093,335
             the Group and Ms. Fu Jingqiu                                                                                                                                                                                             share options: 29
                                                                                                                                                                                                                29 September
         (Chairwoman of the Group’s largest       25,414,000                        0                            0                    334,000                            0               25,080,000                                   September 2018             3.58                         3.40
                                                                                                                                                                                                                    2014
       distributor in the PRC and a substantial                                                                                                                                                                                       to 28 September
              shareholder of the Company)                                                                                                                                                                                                     2024
                                                                                                                                                                                                                                       (iii) 8,393,330
                                                                                                                                                                                                                                      share options: 29
                                                                                                                                                                                                                                      September 2019
                                                                                                                                                                                                                                      to 28 September
                                                                                                                                                                                                                                              2024
                                                                                                                                                                                                                                     (i) 4,616,668 share
                                                                                                                                                                                                                                      options: 7 October
                                                                                                                                                                                                                                      2018 to 6 October
                                                                                                                                                                                                                                             2025
                                                                                                                                                                                                                                     (ii) 4,616,668 share
                                                                                                                                                                                                                                      options: 7 October
                 Eligible participants            15,116,667                        0                            0                    1,266,667                          0               13,850,000             7 October 2015                                   3.75                         3.75
                                                                                                                                                                                                                                      2019 to 6 October
                                                                                                                                                                                                                                              2025
                                                                                                                                                                                                                                       (iii) 4,616,664
                                                                                                                                                                                                                                      share options: 7
                                                                                                                                                                                                                                     October 2020 to 6
                                                                                                                                                                                                                                       October 2025
                                                                                                                                                                                                                                     (i) 1,000,000 share
                                                                                                                                                                                                                                     options: 28 August
                                                                                                                                                                                                                                     2020 to 27 August
                                                                                                                                                                                                                                             2027
                                                                                                                                                                                                                                     (ii) 1,000,000 share
                                                                                                                                                                                                                                      options: 28 August
                 Eligible participants            3,000,000                         0                            0                             0                         0               3,000,000              28 August 2017                                   3.88                         3.88
                                                                                                                                                                                                                                      2021 to 27 August
                                                                                                                                                                                                                                              2027
                                                                                                                                                                                                                                       (iii) 1,000,000
                                                                                                                                                                                                                                      share options: 28
                                                                                                                                                                                                                                     August 2022 to 27
                                                                                                                                                                                                                                        August 2027
                                                                                                                                                                                                                                       (i) 15,460,000
                                                                                                                                                                                                                                      share options: 27
                                                                                                                                                                                                                                     September 2020 to
                                                                                                                                                                                                                                       27 March 2028
                                                                                                                                                                                                                                       (ii) 23,190,000
             Directors of the Company,                                                                                                                                                                                                share options: 27
                                                  78,800,000                        0                            0                    1,500,000                          0               77,300,000             27 March 2018                                    4.54                         4.54
              employees of the Group                                                                                                                                                                                                 September 2021 to
                                                                                                                                                                                                                                       27 March 2028
                                                                                                                                                                                                                                       (iii) 38,650,000
                                                                                                                                                                                                                                      share options: 27
                                                                                                                                                                                                                                     September 2022 to
                                                                                                                                                                                                                                       27 March 2028
                                                                                                                                                                                                                                     (i) 2,040,000 share
                                                                                                                                                                                                                                        options: 28 May
                                                                                                                                                                                                                                        2021 to 27 May
                                                                                                                                                                                                                                             2028
                                                                                                                                                                                                                                     (ii) 3,060,000 share
                                                                                                                                                                                                                                        options: 28 May
                 Eligible participants            10,700,000                        0                            0                    500,000                            0               10,200,000              28 May 2018                                    5.122                         4.78
                                                                                                                                                                                                                                        2022 to 27 May
                                                                                                                                                                                                                                              2028
                                                                                                                                                                                                                                       (iii) 5,100,000
                                                                                                                                                                                                                                      share options: 28
                                                                                                                                                                                                                                       May 2023 to 27
                                                                                                                                                                                                                                           May 2028

18
GOODBABY · Management Discussion & Analysis

                                                                                            cancelled during the Period
                                                                granted during the Period

                                                                                                                          lapsed during the Period
                                    beginning of the Period

                                                                                                                                                                            No. of Share options
                                     No. of share options

                                                                   No. of share options

                                                                                               No. of share options

                                                                                                                            No. of share options

                                                                                                                                                     No. of share options

                                                                                                                                                                                                                          Period during which

                                                                                                                                                                                                                                                                          Closing Price of the
                                      outstanding at the

                                                                                                                                                                             outstanding at the

                                                                                                                                                                                                                           share options are
                                                                                                                                                                             end of the Period
                                                                                                                                                      exercised during

                                                                                                                                                                                                                                                per share (HK$)
                                                                                                                                                                                                                                                 Exercise price
                                                                                                                                                                                                       Date of grant

                                                                                                                                                                                                                                                                             shares at the
                                                                                                                                                                                                                                                                             date of grant
                                                                                                                                                                                                                              exercisable
                                                                                                                                                          the Period
Name of grantee                                                                                                                                                                                                                                                   (HK$)
                                                                                                                                                                                                                        (i) 17,060,000
                                                                                                                                                                                                                       share options: 23
                                                                                                                                                                                                                        May 2022 to 22
                                                                                                                                                                                                                            May 2029
                                                                                                                                                                                                                        (ii) 25,590,000
        Directors of the Company,                                                                                                                                                                                      share options: 23
                                             0                85,300,000                             0                            0                         0               85,300,000             23 May 2019                                   3.75                         1.87
         employees of the Group                                                                                                                                                                                         May 2023 to 22
                                                                                                                                                                                                                            May 2029
                                                                                                                                                                                                                        (iii) 42,650,000
                                                                                                                                                                                                                       share options: 23
                                                                                                                                                                                                                        May 2024 to 22
                                                                                                                                                                                                                             May 2029

Significant Acquisition, Disposal Or Investment

During the Period, the Group did not have any material acquisition and disposals of subsidiaries and associated
companies, and investment during the Period under review.

                                                                                                                                                                                                                                                                                                 19
Other Information
GOODBABY

   Other
Information

               21
GOODBABY · Other Information

     Other Information

     Purchase, Sale or Redemption of Shares                    Under the Facility Agreement, if Mr. Song Zhenghuan
                                                               (“Mr. Song”) together with his family (i) is no longer
     During the Period, neither Goodbaby International         the single largest beneficial shareholder of the
     Holdings Limited nor any of its subsidiaries purchased,   Company or (ii) no longer beneficially owns at least
     sold or redeemed any of the Company’s listed              20% of the issued share capital of the Company, then
     securities.                                               the borrower shall:

                                                               (1) immediately notify the facility agent thereof.
     Dividends                                                     Forthwith after the issuance of such notice,
                                                                   no further utilisation shall be made and all the
     The board of directors of the company (the “Board”)           available facility shall be automatically cancelled
     does not recommend payment of any dividend for                in full; and
     the Period (six months ended 30 June 2018: Nil).
                                                               (2) at the request of any lender prepay that lender’s
                                                                   participation in the loans together with accrued
     Corporate Governance                                          interests thereon and break costs (if any).

     The Board has committed to achieving high                 As at the date of this report, US$164,000,000
     corporate governance standards. The Board believes        remains outstanding in respect of this July 2018
     that high corporate governance standards are              Facility Agreement.
     essential in providing a framework for the Group to
     safeguard the interests of shareholders and formulate     For further details, please also refer to the
     its business strategies and policies as well as to        announcement of the Company dated 16 July 2018.
     enhance corporate value and accountability.
                                                               December 2018 Facility Agreement
     The Company has applied the principles set out in
     the Code on Corporate Governance Practices (the           To refinance certain bank loans, on 28 December
     “CG Code”) as set out in Appendix 14 to the Rules         2018, Serena Merger Co., Inc., a wholly-owned
     Governing the Listing of Securities on the Stock          subsidiary of the Company (as borrower), Goodbaby
     Exchange of Hong Kong Limited (the “Listing Rules”)       (Hong Kong) Limited, a wholly-owned subsidiary
     and has also put in place certain recommended             of the Company and the Company (as guarantors),
     best practices as set out in the CG Code. The Board       one financial institution (as mandated lead
     is of the opinion that the Company has complied           arranger, bookrunner, facility agent and security
     with all the code provisions set out in the CG Code       agent) and certain financial institutions (as original
     throughout the Period.                                    lenders) entered into a facility agreement (the
                                                               “December 2018 Facility Agreement”) in respect of
                                                               a US$100,000,000 term loan facility with a term of
                                                               36 months from the first utilisation date. The total
     Specific Performance Obligations of
                                                               commitment under the December 2018 Facility
     Controlling Shareholders Under Rule 13.18 of
                                                               Agreement may be increased by not more than
     the Listing Rules
                                                               US$20,000,000 by way of accession(s) of additional
                                                               lender(s).
     July 2018 Facility Agreement
                                                               Under the December 2018 Facility Agreement, if Mr.
     To refinance certain bank loans, on 16 July 2018,
                                                               Song together with his family (i) is no longer the
     Goodbaby (Hong Kong) Limited, a wholly-owned
                                                               single largest beneficial shareholder of the Company
     subsidiary of the Company (as borrower), the
                                                               or (ii) no longer beneficially owns at least 20% of
     Company (as guarantor), one financial institution (as
                                                               the issued share capital of the Company, then the
     mandated lead arranger, bookrunner, facility agent
                                                               borrower shall:
     and security agent) and certain financial institutions
     (as original lenders) entered into a facility agreement
                                                               (1) immediately notify the facility agent thereof.
     (the “July 2018 Facility Agreement”) in respect of
                                                                   Forthwith after the issuance of such notice,
     a US$152,000,000 term loan facility with a term of
                                                                   no further utilisation shall be made and all the
     36 months from the first utilisation date. The total
                                                                   available facility shall be automatically cancelled
     commitment under the July 2018 Facility Agreement
                                                                   in full; and
     may be increased by not more than US$98,000,000
     by way of accession(s) of additional lender(s).

22
GOODBABY · Other Information

(2) at the request of any lender prepay that lender’s      Interest and Short Positions of Directors in
    participation in the loans together with accrued       the Shares, Underlying Shares or Debentures
    interests thereon and break costs (if any).
                                                           As at 30 June 2019, the interest or short positions
As at the date of this report, US$100,000,000              of the Directors or chief executives of the Company
remains outstanding in respect of this December            in the Shares, underlying Shares and debentures of
2018 Facility Agreement.                                   the Company or its associated corporations (within
                                                           the meaning of Part XV of the Securities and Futures
For further details, please also refer to the              Ordinance (the “SFO”)) required to be notified to
announcement of the Company dated 31 December              the Company and the Stock Exchange pursuant to
2018.                                                      Divisions 7 and 8 of Part XV of the SFO (including
                                                           interest or short positions which they were taken or
Save as disclosed above, as at 30 June 2019, the           deemed to have under such provisions of the SFO)
Company did not have other disclosure obligations          or which would be required, pursuant to section 352
under Rule 13.18 of the Listing Rules.                     of the SFO, to be entered in the register referred to
                                                           therein, or which would be required, pursuant to the
                                                           Model Code, are as follows:
Model Code for Securities Transactions by
Directors                                                  Directors’ Interest in the Shares And/Or
                                                           Underlying Shares
Since the listing of the Company on the Main Board
of the Stock Exchange on 24 November 2010, the

                                                                                                                                          percentage of
                                                                                                                          or Underlying

                                                                                                                                          Shareholding
                                                                                                                                          Approximate
                                                                                                                          Shares and/
Board has adopted the Model Code for Securities

                                                                                                                          Number of

                                                                                                                          Shares
Transactions by Directors of Listed Issuers (the
                                                           Name of Director              Nature of Interest
“Model Code”) as set out in Appendix 10 to the
Listing Rules as the code for the dealings in securities   Mr. Song Zhenghuan            Beneficiary of a trust/      770,122,427 (L)     46.17%
                                                             (“Mr. Song”) (Notes 2&5)      Beneficial owner/Interest
transactions by the Directors. Having made specific                                        of controlled corporation/
enquiries with all Directors of the Company, they                                          Interest of spouse

have confirmed that they complied with the required        Mr. Martin Pos                Beneficial owner               84,633,498 (L)     5.07%

standard of dealings set out in the Model Code             Mr. Michael Nan Qu            Beneficial owner/Interest of   11,699,000 (L)      0.7%
                                                                                           spouse
throughout the Period.
                                                           Mr. Liu Tongyou (“Mr. Liu”)   Beneficial owner/Interest      44,057,573 (L)     2.64%
                                                             (Note 3)                      of controlled corporation

                                                           Ms. Fu Jingqiu (“Ms. Fu”)     Beneficiary of a trust/        770,122,427 (L)   46.17%
Audit Committee                                              (Notes 2&5)                   Beneficial owner/
                                                                                           Interest of spouse

As at the date of this report, the audit committee of      Mr. Ho Kwok Yin, Eric         Beneficial owner                1,400,000 (L)     0.08%
the Company (the “Audit Committee”) consists of            Mr. Iain Ferguson Bruce       Beneficial owner                1,200,000 (L)     0.07%
Mr. Iain Ferguson Bruce, Mr. Shi Xiaoguang and Ms.         Mr. Shi Xiaoguang             Beneficial owner                1,200,000 (L)     0.07%
Chiang Yun. The chairman of the Audit Committee            Ms. Chiang Yun                Beneficial owner                1,200,000 (L)     0.07%
is Mr. Iain Ferguson Bruce. The unaudited interim
                                                           Mr. Jin Peng                  Beneficial owner                 400,000 (L)      0.02%
condensed consolidated financial statements of the
                                                           Mr. Xia Xinyue                Beneficial owner               20,000,000 (L)     1.20%
Group for the Period have been reviewed by the
Audit Committee.

The unaudited interim results for the Period have
been reviewed by the Company’s auditors, Ernst
& Young, in accordance with Hong Kong Standard
on Review Engagements 2410 “Review of Interim
Financial Information Performed by the Independent
Auditor of the Entity” issued by the Hong Kong
Institute of Certified Public Accountants.

                                                                                                                                                          23
GOODBABY · Other Information

     Other Information
     Notes:                                                                   Substantial Shareholders’ Interests and
     (1)   The letter “L” denotes the person’s long position in such          Short Positions
           shares.
                                                                              As at 30 June 2019, the following persons (other than
     (2) Mr. Song and Ms. Fu are beneficiaries of Grappa Trust
         of which Credit Suisse Trust Limited (Singapore) is the              the Directors and chief executives of the Company)
         trustee. Ms. Fu is a beneficiary of Golden Phoenix Trust of          had or deemed or taken to have an interest and/or
         which Credit Suisse Trust Limited (Guernsey) is the trustee.
         See notes (2) to (4) of the section headed “Substantial              short position in the shares or the underlying shares
         Shareholders’ Interests and Short Positions” for further             which would fall to be disclosed under the provisions
         details of the interest.
                                                                              of Division 2 and 3 of Part XV of the SFO as recorded
     (3) Mr. Liu is interested in 29,057,573 shares of the Company            in the register required to be kept by the Company
         held through Silvermount Limited, a company wholly owned             under section 336 of SFO, or who was, directly or
         by him. He also holds 15,000,000 share options of the
         Company.                                                             indirectly, interested in 5% or more of the issued
                                                                              share capital of the Company:
     (4) Each of the Directors is deemed to have an interest in the
         underlying shares of the Company within the meaning of
         Part XV of the SFO in respect of the share options of the

                                                                                                                                                          Percentage of
                                                                                                                                          or Underlying

                                                                                                                                                          Shareholding
                                                                                                                                                          Approximate
                                                                                                                                          Shares and/
         Company granted to him/her, details are as follows:

                                                                                                                                          Number of

                                                                                                                                          Shares
                                                                              Name                          Capacity
                                                            Number of Share
                                                            Options granted

                                                                              Cayey Enterprises Limited     Interest of Controlled      548,994,581 (L)   32.91%
                                                                                (Note 2)                       Corporation/Beneficial
                                                                                                               Owner
           Name of Director
                                                                              Credit Suisse Trust Limited   Trustee                     548,994,581 (L)   32.91%
           Mr. Song Zhenghuan                             1,390,000
                                                                                (Singapore) (Note 2)
           Mr. Martin Pos                                37,400,000
                                                                              Grappa Holdings Limited       Interest of Controlled      548,994,581 (L)   32.91%
           Mr. Michael Nan Qu                            11,600,000             (Note 2)                       Corporation
           Mr. Liu Tongyou                               15,000,000           Pacific United Developments   Beneficial Owner            409,518,229 (L)   24.55%
                                                                                Limited (“PUD”) (Note 2)
           Ms. Fu Jingqiu                                 2,690,000

           Mr. Ho Kwok Yin, Eric                          1,400,000           Sure Growth Investments       Beneficial Owner            129,293,975 (L)    7.75%
                                                                                Limited (Note 3)
           Mr. Iain Ferguson Bruce                        1,200,000
                                                                              FIL Limited                   Investment Manager          118,499,000 (L)    7.10%
           Mr. Shi Xiaoguang                              1,200,000
                                                                              Pandanus Associates Inc.      Investment Manager          118,499,000 (L)    7.10%
           Ms. Chiang Yun                                 1,200,000
                                                                              Pandanus Partners L.P.        Investment Manager          118,499,000 (L)    7.10%
           Mr. Xia Xinyue                                20,000,000
                                                                              Credit Suisse Trust Limited   Trustee                     87,753,871 (L)     5.26%
           Mr. Jin Peng                                   400,000
                                                                                (Guernsey) (Note 4)

     (5) Since Ms. Fu is Mr. Song’s spouse, each of Mr. Song and Ms.          Golden Phoenix Limited        Interest of Controlled      87,753,871 (L)     5.26%
         Fu is deemed to have an interest in the underlying shares                                             Corporation
         of the Company within the meaning of Part XV of the SFO              Rosy Phoenix Limited          Beneficial Owner            87,753,871 (L)     5.26%
         in respect of the share options of the Company granted to              (Note 4)
         each of them.
                                                                              FIDELITY FUNDS                Beneficial Owner            83,939,000 (L)     5.03%

                                                                              Invesco Hong Kong Limited     Investment Manager          83,816,000 (L)     5.02%
     Save as disclosed above, as at 30 June 2019, none
     of the Directors or chief executive of the Company                       Templeton Investment          Investment Manager          83,333,133 (L)     5.00%
                                                                                Counsel, LLC
     or their respective close associates had any interests
     or short positions in the shares, underlying shares or
     debentures of the Company or any of its associated
     corporations (within the meaning of Part XV of the
     SFO) as recorded in the register required to be kept
     under section 352 of the SFO or as otherwise notified
     to the company and the Stock Exchange pursuant to
     the Model Code.

24
GOODBABY · Other Information

Notes:                                                             IMPORTANT EVENTS AFTER THE PERIOD
(1)   The letter “L” denotes the person’s long position in such
      shares.                                                      No important event affecting the Group has occurred
                                                                   since 30 June 2019 up to the date of this report.
(2) PUD is owned as to approximately 52.37% by Cayey
    Enterprises Limited, which in turn is, as at 30 June 2019,
    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         Disclosure of Information of Directors Under
    Suisse Trust Limited (Singapore), which is the trustee         Rules 13.51(2) and 13.51(B)(1) of the Listing
    holding 548,994,581 interest on trust for the beneficiaries
    of the Grappa Trust. The beneficiaries of the Grappa Trust
                                                                   Rules
    include Mr. Song, Ms. Fu and family members of Mr. Song
    and Ms. Fu. The Grappa Trust is a revocable discretionary      Changes in Directors’ biographical details since the
    trust established under the laws of Singapore.
                                                                   date of the 2018 annual report of the Company,
(3) Sure Growth Investments Limited is owned as to 44.44%          which are required to be disclosed pursuant to Rules
    by Mr. Song, as to 22.22% by Ms. Fu, as to 11.11% by Mr. Liu
                                                                   13.51(2) and 13.51(B)(1) of the Listing Rules, are set
    Tongyou, executive director of the Company and as to 5.56%
    by Mr. Michael Nan Qu, executive director of the Company.      out below.

(4) Rosy Phoenix Limited is indirectly held by Credit Suisse
    Trust Limited (Guernsey) as the trustee of the Golden          Mr. Song Zhenghuan
    Phoenix Trust; Ms. Fu is the settlor of the Golden Phoenix     Mr. Song has ceased as director of Evenflo Hong
    Trust and Credit Suisse Trust Limited (Guernsey) is
                                                                   Kong Limited and Kunshan Goodbaby Ruizhi Big
    the trustee holding 87,753,871 interest on trust for the
    beneficiaries that include Ms. Fu.                             Data Service Limited Company# with effect from 8
                                                                   March 2019 and 15 March 2019 respectively.
Save as disclosed above, as at 30 June 2019, the
                                                                   #
                                                                       for reference only
Company had not been notified of any interests or
short positions in the shares and underlying shares of
                                                                   Mr Michael Nan Qu
the Company as recorded in the register required to
                                                                   Mr Qu has ceased as director of Evenflo Hong Kong
be kept under section 336 of the SFO.
                                                                   Limited with effect from 8 March 2019.

                                                                   Save as mentioned above, there is no change of
                                                                   information of each Director that is required to be
                                                                   disclosed under Rules 13.51(2) and 13.51(B)(1) of the
                                                                   Listing Rules since the publication of the 2018 annual
                                                                   report of the Company.

                                                                   For and on behalf of the Board of Directors
                                                                   Song Zhenghuan
                                                                   Chairman

                                                                   26 August 2019

                                                                                                                            25
26
Report on Review
of Interim Condensed
     Consolidated
Financial Statements

                       27
GOODBABY

     Report on Review of Interim Condensed
     Consolidated Financial Statements

     To the Board of Directors of Goodbaby International
     Holdings Limited
     (Established in the Cayman Islands with limited
     liability)

     Introduction                                              Scope of Review

     We have reviewed the interim financial information        We conducted our review in accordance with Hong
     set out on pages 29 to 68, which comprises the            Kong Standard on Review Engagements 2410 Review
     condensed consolidated statement of financial             of Interim Financial Information Performed by the
     position of Goodbaby International Holdings               Independent Auditor of the Entity issued by the Hong
     Limited (the “Company”) and its subsidiaries              Kong Institute of Certified Public Accountants. A
     (the “Group”) as at 30 June 2019 and the related          review of interim financial information consists of
     condensed consolidated statements of profit or            making inquiries, primarily of persons responsible
     loss, comprehensive income, changes in equity and         for financial and accounting matters, and applying
     cash flows for the six-month period then ended, and       analytical and other review procedures. A review is
     other explanatory notes. The Main Board Listing           substantially less in scope than an audit conducted
     Rules Governing the Listing of Securities on The          in accordance with Hong Kong Standards on
     Stock Exchange of Hong Kong Limited require               Auditing and consequently does not enable us to
     the preparation of a report on interim financial          obtain assurance that we would become aware of
     information to be in compliance with the relevant         all significant matters that might be identified in
     provisions thereof and International Accounting           an audit. Accordingly, we do not express an audit
     Standard 34 “Interim Financial Reporting” (“IAS 34”)      opinion.
     issued by the International Accounting Standards
     Board (the “IASB”).
                                                               Conclusion
     The directors of the Company are responsible for
     the preparation and presentation of this interim          Based on our review, nothing has come to our
     financial information in accordance with IAS 34.          attention that causes us to believe that the interim
     Our responsibility is to express a conclusion on this     financial information is not prepared, in all material
     interim financial information based on our review. Our    respects, in accordance with IAS 34.
     report is made solely to you, as a body, in accordance
     with our agreed terms of engagement, and for no           Ernst & Young
     other purpose. We do not assume responsibility            Certified Public Accountants
     towards or accept liability to any other person for the   Hong Kong
     contents of this report.                                  26 August 2019

28
GOODBABY · Interim Condensed Consolidated Statement of Profit or Loss

Interim Condensed Consolidated Statement of Profit or Loss
For the Six Months Ended 30 June 2019

                                                                                       Six months ended 30 June

                                                                            Notes

                                                                                        2019

                                                                                                                    2018
                                                                                                  (Unaudited)

                                                                                                  (HK$’000)

Revenue                                                                     4       4,434,224                   4,425,702

Cost of sales                                                                       (2,519,123)                 (2,566,559)

Gross profit                                                                        1,915,101                   1,859,143

Other income and gains                                                      4         36,386                      43,649

Selling and distribution expenses                                                   (1,141,598)                 (1,061,587)

Administrative expenses                                                             (550,524)                   (611,748)

Other expenses                                                                       (12,166)                    (12,407)

Operating profit                                                                     247,199                     217,050

Finance income                                                              5         3,829                       1,725

Finance costs                                                               6        (73,706)                    (57,357)

Share of profits or losses of joint ventures                                           (207)                       402

Profit before tax                                                           7        177,115                     161,820

Income tax expense                                                          8        (40,851)                    (27,631)

Profit for the period                                                                136,264                     134,189

Attributable to:

          Owners of the parent                                                       135,760                     132,940

          Non-controlling interests                                                    504                        1,249

                                                                                     136,264                     134,189

Earnings per share attributable to ordinary equity holders of the parent:   10

Basic

   For profit for the period (HK$)                                                     0.08                        0.08

Diluted

   For profit for the period (HK$)                                                     0.08                        0.08

                                                                                                                              29
GOODBABY · Interim Condensed Consolidated Statement of Comprehensive Income

     Interim Condensed Consolidated Statement of Comprehensive Income
     For the six months ended 30 June 2019

                                                                                                                  Six months ended 30 June

                                                                                                                   2019

                                                                                                                                            2018
                                                                                                                           (Unaudited)

                                                                                                                           (HK$’000)

     Profit for the period                                                                                      136,264                  134,189

     Other comprehensive income

     Other comprehensive income that may be reclassified to profit or loss in subsequent periods:

     Cash flow hedges:

     Effective portion of changes in fair value of hedging instruments arising during the period                 7,213                   25,794

     Reclassification adjustments for losses/(gains) included in the consolidated statement of profit or loss    1,398                   (17,574)

     Income tax effect                                                                                          (1,130)                  (2,687)

                                                                                                                 7,481                    5,533

     Exchange differences:

     Exchange differences on translation of foreign operations                                                  (23,390)                 (81,623)

     Net other comprehensive loss that may be reclassified to profit or loss in subsequent periods              (15,909)                 (76,090)

     Other comprehensive loss that will not be reclassified to profit or loss in subsequent periods:

     Actuarial losses of defined benefit plans                                                                     –                     (1,135)

     Net other comprehensive loss that will not be reclassified to profit or loss in subsequent periods            –                     (1,135)

     Other comprehensive loss for the period, net of tax                                                        (15,909)                 (77,225)

     Total comprehensive income for the period                                                                  120,355                  56,964

     Attributable to:

            Owners of the parent                                                                                119,950                  54,275

            Non-controlling interests                                                                             405                     2,689

                                                                                                                120,355                  56,964

30
GOODBABY · Interim Condensed Consolidated Statement of Financial Position

Interim Condensed Consolidated Statement of Financial Position
As at 30 June 2019

                                                                                        30 June 2019

                                                                                                                     31 December
                                                                            Notes

                                                                                                                     2018
                                                                                    (Unaudited)                    (Audited)

                                                                                                       (HK$’000)

NON-CURRENT ASSETS

Property, plant and equipment                                               11      1,062,373                      1,077,786

Right-of-use assets                                                         12       204,925                            –

Prepaid land lease payments                                                           49,807                        50,925

Goodwill                                                                    13      2,674,964                      2,682,108

Other intangible assets                                                     14      2,229,525                      2,238,039

Investment in joint ventures                                                          4,371                         5,078

Deferred tax assets                                                                  163,489                       151,589

Other long-term assets                                                                9,252                         7,999

Total non-current assets                                                            6,398,706                      6,213,524

CURRENT ASSETS

Inventories                                                                 15      1,809,712                      1,943,977

Trade and notes receivables                                                 16      1,230,720                      1,097,040

Prepayments and other receivables                                                    429,076                       418,987

Due from a related party                                                    26        14,165                        11,571

Derivative financial instruments                                            20        8,180                         2,987

Cash and cash equivalents                                                           1,021,462                      926,952

Time deposits                                                                           –                           3,447

Pledged bank deposits                                                                 24,913                            –

Total current assets                                                                4,538,228                      4,404,961

CURRENT LIABILITIES

Trade and notes payables                                                    17      1,368,602                      1,439,374

Other payables, advances from customers and accruals                                 772,672                       760,566

Interest-bearing bank loans and other borrowing                             18       714,117                       887,462

Income tax payable                                                                    48,447                        16,497

Lease liabilities                                                           19        44,846                            –

Provisions                                                                            37,060                        37,446

Derivative financial instruments                                            20        6,629                         1,058

Defined benefit plan liabilities                                                       703                           705

Dividends payable                                                                       8                               8

Total current liabilities                                                           2,993,084                      3,143,116

NET CURRENT ASSETS                                                                  1,545,144                      1,261,845

TOTAL ASSETS LESS CURRENT LIABILITIES                                               7,943,850                      7,475,369

                                                                                                                                   31
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