PPS International : (1) Proposed Share Consolidation; 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.

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. PROPOSED SHARE CONSOLIDATION; AND
2. NOTICE OF EXTRAORDINARY GENERAL MEETING

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

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 26 July 2017 at 11:00 a.m. or any adjournment thereof is set out on pages 13 to 14 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.

This circular will remain on the GEM website at www.hkgem.com on the "Latest Company Announcements" page for seven days from the date of its publication and on the website of the Company at www.ppsintholdings.com.

10 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 Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Notice of Extraordinary General Meeting 13

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

"Board" the board of Directors

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

"CCASS" the Central Clearing and Settlement System established and operated by HKSCC

"CCASS Operational Procedures" the Operational Procedures of HKSCC in relation to

CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as from time to time

"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

"Consolidated Share(s)" ordinary share(s) of HK$0.01 each in the share capital

of the Company after the Share Consolidation becoming effective

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

"EGM" the extraordinary general meeting of the Company to be convened and held to consider and, if thought fit, approve the Share Consolidation

"Existing Share(s)" ordinary share(s) of HK$0.001 each in the share capital

of the Company before the Share Consolidation becoming effective

"FMA" Financial Markets Authority of New Zealand

"GEM" the Growth Enterprise Market of the Stock Exchange

"GEM Listing Rules" the Rules Governing the Listing of Securities on the

GEM

"General Rules of CCASS" the terms and conditions regulating the use of CCASS,

as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures