PPS International : (1) Connected Transaction In Relation To Subscription Of Convertible Bonds Under Specific Mandate; And (2) Notice Of Extraordinary General Meeting

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in PPS International (Holdings) Limited, you should at once hand this circular to the purchaser or the transferee or to the bank manager, licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

This circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the shares or other securities of the Company.

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

PPS INTERNATIONAL (HOLDINGS) LIMITED 寶聯控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8201)

1. CONNECTED TRANSACTION IN RELATION TO SUBSCRIPTION OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE; AND
2. NOTICE OF EXTRAORDINARY GENERAL MEETING

Financial adviser to the Company Independent Financial Adviser to the Company

Capitalized terms used in this cover page shall have the same meanings as those defined in this circular unless otherwise stated.

A letter from the Board is set out on pages 5 to 17 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 18 to 19 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 20 to 43 of this circular.

A notice convening the EGM to be held at 6/F., Causeway Bay Function Room, L'hotel Causeway Bay Harbour View Hong Kong, 18 King's Road, Causeway Bay, Hong Kong on 8 August 2017 at 11:00 a.m. or any adjournment thereof is set out on pages 48 to 49 of this circular. A proxy form for use at the EGM is enclosed with this circular. Whether or not you are able to attend the meeting in person, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

21 July 2017

GEM has been positioned as a market designed to accommodate companies to which a high investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Letter from the Independent Board Committee 18 Letter from the Independent Financial Adviser 20 Appendix - General Information 44 Notice of Extraordinary General Meeting 48

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

"associate(s)" has the meaning ascribed to it under the GEM Listing Rules

"Board" the board of Directors

"Business Day(s)" a day (other than a Saturday, Sunday or public holiday in Hong Kong) on which licensed banks are generally open for business in Hong Kong

"Company" PPS International (Holdings) Limited, a company incorporated in the Caymans Islands with limited liability, the issued Shares of which are listed on the GEM

"Completion" Completion of the Subscription contemplated under the Subscription Agreement

"Completion Date" the date on which Completion shall take place, being a

date falling within 5 Business Days following the date on which the conditions precedent under the Subscription Agreement are fulfilled (or such other date as the Company and the Subscriber may agree in writing)

"connected person(s)" has the meaning ascribed to it under the GEM Listing

Rules

"controlling shareholder(s)" has the meaning ascribed to it under the GEM Listing

Rules

"Conversion Price" the initial conversion price of the Convertible Bonds of

HK$0.06 per Conversion Share, subject to adjustments

"Conversion Share(s)" new Share(s) to be allotted and issued by the Company

to the Subscriber upon the exercise of the conversion rights attaching to the Convertible Bonds at the Conversion Price

"Convertible Bonds" convertible bonds in a principal amount of

HK$50,000,000 to be issued by the Company pursuant to the Subscription Agreement

"Director(s)" the director(s) of the Company