LED : Issue of convertible loan notes and settlement of loan

LED INTERNATIONAL HOLDINGS LIMITED

("LED" or the "Company")

Issue of convertible loan notes and settlement of loan

The board of LED (the "Board") announces that the Company's 60% owned subsidiary, Green Pearl Energy Conservation Holdings Limited ("GPECH") has entered into an agreement with LED's Chief Executive Officer, Mr. Chan Wing Bun (known as Stephen Chan) for the issue of convertible loan notes ("Loan Notes") in full and final settlement of the loan outstanding to him in the amount of US$1,282,000 (the "Loan"). Further details of the Loan can be found in LED's announcement on 26 April 2012.
The principal of the Loan Notes is due on 31 December 2015 and attracts interest at 9 per cent. per annum. Interest on the Loan Notes is satisfied by the issue of ordinary shares in LED. Mr. Chan may at any time after the issue of the Loan Notes: (i) convert the Loan Notes into ordinary shares of GPECH ("GPECH Shares") at a conversion rate of US$2.589 per GPECH Share ("Conversion"); or (ii) redeem the Loan Notes by requiring GPECH to procure the allotment and issue of ordinary shares in LED ("LED Shares") at a price of HK$2.50 (approximately 19.37 pence) per LED Share ("Redemption"). The Loan Notes are freely transferable and can be repaid prior to conversion at the discretion of the GPECH without penalty.
In the event that the Loan Notes are fully converted into GPECH Shares pursuant to Conversion, the Company has entered into an agreement with Mr. Chan to acquire the GPECH Shares in consideration for the issue and allotment of 4,000,000 LED Shares to him at a price of HK$2.50 (approximately 19.4 pence) per LED Share (the "Share Swap").
As Mr. Chan is a director of the Company, the satisfaction of the Loan, the issue of the Loan Notes and the entry into of the Share Swap (the "Transactions") constitute related party transactions pursuant to Rule 13 of the AIM Rules for Companies. The Company's directors (other than Mr. Chan), having consulted with the Company's nominated adviser, Allenby Capital Limited, consider that the terms of the Transactions are fair and reasonable insofar as the Company's shareholders are concerned.
By virtue of the number of shares being issued pursuant to the Redemption and the Share Swap, these are conditional on, inter alia, the passing of resolutions to give the Board the authority to issue LED Shares pursuant to the Redemption and the Share Swap free of any rights of pre-emption. Accordingly, a notice of Extraordinary General Meeting (the "EGM") of the Company is currently being prepared and the Board expects that the EGM will be held in mid-May 2014. Further announcements in this regard will be made at the appropriate time.
The price of HK$2.50 (approximately 19.37 pence) per LED Share under the Redemption represents a 13.96 per cent. premium to the closing middle market price of 17 pence on 28
March 2014, being the last practical date before the issue.

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Assuming full exercise by Mr. Chan of his right to fully convert the Loan Notes pursuant to the Redemption or upon completion of the Share Swap (as the case may be), Mr. Chan will be entitled to the issue and allotment of 4,000,000 ordinary shares in LED (representing 44.28 per cent. of the Company's enlarged share capital). In this case, Mr. Chan will be interested in a total of 5,055,065 ordinary shares in LED, representing 55.96 per cent. of the Company's enlarged share capital.

For further information: LED International Holdings Limited

Stephen Chan - Chief Executive Officer [phone]

Allenby Capital Limited

Nick Naylor / Alex Price [phone]

Notes to Editors:

LED International Holdings Limited and its subsidiaries specialize in the provision of EMC
contracts under which the Group installs energy saving products in its customers' premises, including lighting and reactance filtering equipment supplied by the Group, and the subsequent savings made by the customers in their electricity charges are then shared between the Group
and the customers thereby enabling the Group to generate recurring revenue rather than one- off sales revenue. Historically, the Group's business has been the development, manufacture and sale of low-powered light-emitting diode ("LED") display screens and modules.
Under EMC contracts, the Group provides energy efficiency solutions, including LED lighting, reactance filtering energy saving and other energy efficiency solutions. Specifically, the Group
overhauls its customers' existing lighting and power consumption systems (which are based on
traditional lighting technology and power generation equipment) with proprietary LED lighting products, reactance filtering equipment and other solutions provided by the Group. These
energy efficiency products are installed in customers' premises. The Group bears all the upfront
costs associated with the supply and installation of the energy efficiency solutions and these costs are then recouped by sharing in the monthly energy savings generated by the customers'
use of the energy efficiency solutions over the period of the contracts. The Group receives revenue from customers on several different payment terms including on a pre-payment, monthly or quarterly basis.
For more information, please visit: http://www.led-intl.com

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**Ends**

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