PPS International : Connected Transaction In Relation To Subscription Of Convertible Bonds Under Specific Mandate

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 the 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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

PPS INTERNATIONAL (HOLDINGS) LIMITED

寶 聯 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8201) CONNECTED TRANSACTION IN RELATION TO SUBSCRIPTION OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE Financial adviser to the Company Independent Financial Adviser to the Company THE SUBSCRIPTION AGREEMENT

On 15 June 2017 (after trading hours), the Company entered into the Subscription Agreement with the Subscriber, pursuant to which the Subscriber has conditionally agreed to subscribe for and the Company has conditionally agreed to issue the Convertible Bonds in the principal amount of HK$50,000,000, which entitle the holder(s) thereof to convert the Convertible Bonds into a maximum of 833,333,333 Conversion Shares at the Conversion Price of HK$0.06 per Conversion Share (subject to adjustments) upon the full exercise of the conversion rights. The Subscription Amount of HK$50,000,000 payable by the Subscriber will be satisfied by cash at Completion.

Upon Completion and assuming that the Convertible Bonds are converted in full at the initial Conversion Price, the Conversion Shares to be issued represent (i) approximately 30.86% of the total issued share capital of the Company as at the date of this announcement; and (ii) approximately 23.58% of the issued share capital of the Company as enlarged by the issuance of the Conversion Shares.

The Company will allot and issue the Conversion Shares under the Specific Mandate to be sought from the Independent Shareholders at the EGM.

GEM LISTING RULES IMPLICATIONS

As at the date of this announcement, the Subscriber is wholly-owned by Mr. Yu, a controlling shareholder of the Company who is beneficially interested in 972,211,500 Shares (representing approximately 36.01% of the total issued share capital of the Company) of which 427,897,500 Shares are owned by the Subscriber (representing approximately 15.85% of the total issued share capital of the Company).

Accordingly, the Subscriber is an associate of Mr. Yu and a connected person of the Company under the GEM Listing Rules. The Subscription constitutes a connected transaction of the Company under the GEM Listing Rules and is subject to the announcement, reporting and Independent Shareholders' approval requirements pursuant to the GEM Listing Rules.

EGM

The EGM will be held and convened for the Independent Shareholders to consider and, if thought fit, to approve the Subscription Agreement and the transactions contemplated thereunder (including the grant of the Specific Mandate).

Any Shareholder who is interested in the Subscription shall abstain from voting on the resolution(s) to approve the Subscription Agreement and the transactions contemplated thereunder at the EGM. To the best of the Director's knowledge, information and belief after having made all reasonable enquiries, save for the Subscriber and Mr. Yu, no Shareholder is interested in the Subscription and will be required to abstain from voting on the resolution(s) to approve the Subscription Agreement and the transactions contemplated thereunder at the EGM.

GENERAL

The Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders on the Subscription Agreement and the transactions contemplated thereunder. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

A circular containing, among other things, (i) further details of the Subscription; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Subscription; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Subscription; and (iv) a notice convening the EGM, will be despatched to the Shareholders as soon as practicable in accordance with the GEM Listing Rules.

Completion is conditional upon satisfaction of certain conditions precedent under the Subscription Agreement and therefore may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares and if they are in any doubt about their position, they should consult their professional advisers. THE SUBSCRIPTION

On 15 June 2017 (after trading hours), the Company entered into the Subscription Agreement with the Subscriber, pursuant to which the Subscriber has conditionally agreed to subscribe for and the Company has conditionally agreed to issue the Convertible Bonds in the principal amount of HK$50,000,000, which entitle the holder(s) thereof to convert the Convertible Bonds into a maximum of 833,333,333 Conversion Shares at the Conversion Price of HK$0.06 per Conversion Share (subject to adjustments) upon the full exercise of the conversion rights. The Subscription Amount of HK$50,000,000 payable by the Subscriber will be satisfied by cash at Completion.

Upon Completion and assuming that the Convertible Bonds are converted in full at the Conversion Price, the Conversion Shares to be issued represent (i) approximately 30.86% of the total issued share capital of the Company as at the date of this announcement; and (ii) approximately 23.58% of the issued share capital of the Company as enlarged by the issuance of the Conversion Shares.

Details of the Subscription Agreement and the terms of the Convertible Bonds are set out below.

THE SUBSCRIPTION AGREEMENT Date

15 June 2017 (after trading hours)

Parties

1. the Company (as issuer); and

2. Wui Wo Enterprise Limited (as subscriber).

As at the date of this announcement, the Subscriber is wholly-owned by Mr. Yu, a controlling shareholder of the Company who is beneficially interested in 972,211,500 Shares (representing approximately 36.01% of the total issued share capital of the Company) of which 427,897,500 Shares are owned by the Subscriber (representing approximately 15.85% of the total issued share capital of the Company). Accordingly, the Subscriber is an associate of Mr. Yu and a connected person of the Company under the GEM Listing Rules.

Conditions precedent

Completion is conditional upon satisfaction of the following conditions:

1. the approval(s) by the Independent Shareholders at the EGM for the Subscription Agreement and the transactions contemplated thereunder (including the grant of the Specific Mandate) having been obtained in accordance with the GEM Listing Rules; and

2. the Listing Committee having granted the listing of, and permission to deal in, the Conversion Shares.

None of the above conditions can be waived. In the event that the above conditions are not fulfilled on or before the Long Stop Date (or such later date as may be agreed between the Company and the Subscriber in writing), the Subscription Agreement will cease and determine and all rights and obligations under the Subscription Agreement will be terminated save for any antecedent breach.

As at the date of this announcement, none of the above conditions have been fulfilled.

Completion

Completion shall take place on the Completion Date, subject to the fulfillment of all the conditions precedent under the Subscription Agreement.

PRINCIPAL TERMS OF THE CONVERTIBLE BONDS

Principal amount : HK$50,000,000.

Issue price : 100% of the principal amount.

Maturity date : The date falling on the first anniversary of the date of issue of the

Convertible Bonds (the "Maturity Date").

Interest rate : The Convertible Bonds shall not bear any interest.