Prosperity International H K : Announcements and Notices - Termination of Placing of the Second Convertible Bonds under the General Mandate

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PROSPERITY INTERNATIONAL HOLDINGS (H.K.) LIMITED 昌 興 國 際 控 股（香 港）有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 803)

TERMINATION OF PLACING OF THE SECOND CONVERTIBLE BONDS

UNDER THE GENERAL MANDATE

Reference is made to the announcement of Prosperity International Holdings (H.K.) Limited (the ''Company'') dated 4 December 2018 (the ''Placing Announcement'') in relation to, among other things, the placing of the Second Convertible Bonds under the General Mandate, on a best-effort basis, with a principal amount of up to HK$20,000,000 in aggregate. Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meanings as those defined in the Placing Announcement.

In light of recent market conditions, the Company and the Placing Agent are of the opinion that the Second CB Placing has been rendered impracticable and inadvisable as it is unlikely that the Placing Agent can successfully place the Second Convertible Bonds as envisaged under the Second CB Placing Agreement, and therefore no longer intend to proceed with the Second CB Placing. As a result, on 4 January 2019 (after trading hours), the Company and the Placing Agent (the ''Parties'') has entered into a deed of termination, pursuant to which the Parties agreed to terminate the Second CB Placing Agreement with immediate effect, and each of the Parties shall be released and discharged from all obligations and liabilities under the Second CB Placing Agreement upon such termination, save for any accrued rights or obligations thereunder or in respect of any antecedent breach thereof.

*

for identification purpose only - 1 -

The Directors believe that the termination of the Second CB Placing Agreement and the Second CB Placing contemplated thereunder has no material adverse impact on the financial position and operations of the Company.

By order of the Board

Prosperity International Holdings (H.K.) Limited

Wong Ben Koon

Chairman

Hong Kong, 4 January 2019

As at the date of this announcement, the executive Directors are Mr. Wong Ben Koon (Chairman), Dr. Mao Shuzhong (Chief Executive Officer), Ms. Gloria Wong, Mr. Wang Jiafu and Mr. Kong Siu Keung; the non-executive Directors are Mr. Liu Yongshun and Mr. Wu Likang; and the independent non-executive Directors are Mr. Yuen Kim Hung, Michael, Mr. Yung Ho, Mr. Chan Kai Nang and Mr. Ma Jianwu.

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