Pou Sheng International : ANNOUNCEMENT PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Pou Sheng International (Holdings) Limited nor is it a solicitation of any vote or approval in any jurisdiction.

POU SHENG INTERNATIONAL (HOLDINGS) LIMITED 寶勝國際（控股）有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 3813)

ANNOUNCEMENT PURSUANT TO RULE 3.8

OF THE TAKEOVERS CODE

This announcement is made by Pou Sheng International (Holdings) Limited (the "Company") pursuant to Rule 3.8 of the Code on Takeovers and Mergers of Hong Kong (the "Takeovers Code").

Reference is made to the joint announcement of Pou Chen Corporation ("Pou Chen"), Yue Yuen Industrial (Holdings) Limited ("Yue Yuen") and the Company dated January 21, 2018 (the "Joint Announcement") in relation to, among other things, the proposed privatisation of the Company by Pou Chen by way of a scheme of arrangement (under section 99 of the Companies Act 1981 of Bermuda); the proposed withdrawal of listing of the Company; and the possible major and connected transaction for Yue Yuen in relation to the effective disposal of its shareholding in the Company. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement.

UPDATE OF NUMBER OF RELEVANT SECURITIES OF THE COMPANY

The board of directors of the Company (the "Board") announces that on January 22, 2018, 2,125,000 new Pou Sheng Shares were allotted and issued pursuant to the exercise of Pou Sheng Options under the Pou Sheng Share Option Scheme at the exercise price of HK$1.23 per Pou Sheng Share.

Details of all classes of relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) issued by the Company and the numbers of such securities in issue as at the date of this announcement are as follows:

• (a) a total of 5,340,673,615 Pou Sheng Shares are in issue; and

• (b) outstanding Pou Sheng Options exercisable into 32,877,190 Pou Sheng Shares granted under the Pou Sheng Share Option Scheme.

Save as disclosed above, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in issue as at the date of this announcement.

DISCLOSURE OF DEALINGS

Associates of the Company and Pou Chen (as defined in the Takeovers Code, including shareholders holding 5% or more of the relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company and Pou Chen) are hereby reminded to disclose their dealings in the securities of the Company under Rule 22 of the Takeovers Code.

In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:

"Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation."

Pou Sheng Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

By Order of the Board of

Pou Sheng International (Holdings) Limited

Wu, Pan-Tsu

Chairman

Hong Kong, January 31, 2018

As at the date of this announcement, the Board comprises Mr. Wu, Pan-Tsu (Chairman) and Mr. Lee, Shao-Wu (Chief Executive Officer) as executive directors; Ms. Tsai Patty, Pei Chun and Mr. Li I-nan as non-executive directors; and Mr. Chen, Huan-Chung, Mr. Hsieh, Wuei-Jung and Mr. Shan Xue as independent non-executive directors.

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.