PPS International : Completion Of 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.

PPS INTERNATIONAL (HOLDINGS) LIMITED

寶 聯 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8201) COMPLETION OF SUBSCRIPTION OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE

Reference is made to the announcements dated 15 June 2017, 8 August 2017 and 16 August 2017 and the circular (the "Circular") dated 21 July 2017 of PPS International (Holdings) Limited (the "Company") in relation to, among other things, the Subscription. Unless stated otherwise, capitalized terms used herein shall have the same meanings as those defined in the Circular.

The Board is pleased to announce that all conditions precedent under the Subscription Agreement have been fulfilled. Completion of the Subscription Agreement took place on 21 August 2017 and the Convertible Bonds in the principal amount of HK$50,000,000 were issued to the Subscriber.

Effects on the shareholdings structure of the Company

Set out below is the shareholding structure of the Company (i) immediately before the Completion; and

(ii) upon Completion and assuming full conversion of the Convertible Bonds at the Conversion Price:

Immediately before the Completion Upon Completion and assuming full conversion of the Convertible Bonds at the Conversion Price (Note4)

Number of Shares % Number of Shares %

Mr. Yu (Notes 1 and 3)	54,431,400	20.16	54,431,400	15.41
The Subscriber (Notes 1, 2 and 3)	42,789,750	15.85	126,123,083	35.69
Sub-total	97,221,150	36.01	180,554,483	51.10
Other public shareholders	172,778,850	63.99	172,778,850	48.90
Total	270,000,000	100.00	353,333,333	100.00
Notes:

1. As at the date of this announcement, Mr. Yu is beneficially interested in 97,221,150 Shares, of which 42,789,750 Shares are owned by the Subscriber, which is wholly owned by Mr. Yu.

2. The Convertible Bonds are subject to restrictions such that upon the conversion of which, the Subscriber and its respective associates, together with any parties acting in concert (as defined in the Takeovers Code) with them, will not trigger a mandatory offer obligation under Rule 26 of the Takeovers Code, unless (a) such conversion is permissible under the Takeovers Code following the application by the holder of the Convertible Bonds and granting by the Executive of a whitewash waiver and the approval of the Shareholders in this regard; or (b) such holder of the Convertible Bonds has fulfilled sufficient financial resources to make a general offer pursuant to Rule 26 of the Takeovers Code.

3. The Subscriber and Mr. Yu together are subject to the 2% creeper under Rule 26 of the Takeovers Code in relation to the acquisition or disposal of the Shares.

4. The share consolidation of every ten (10) issued and unissued Shares of HK$0.001 each into one (1) consolidated share of HK$0.01 each as proposed by the Company on 20 June 2017 had taken effect on 27 July 2017. Please refer to the announcements dated 20 June 2017 and 26 July 2017 and the circular dated 10 July 2017 of the Company for further details. Accordingly, in accordance with the terms of the Subscription Agreement, the Conversion Price has been adjusted from HK$0.06 to HK$0.60 and a maximum of 83,333,333 Conversion Shares will be allotted and issued upon exercise of the conversion rights attaching to the Convertible Bonds in full.

By order of the Board

PPS International (Holdings) Limited Ye Jingyuan

Chief Executive Officer and Executive Director

Hong Kong, 21 August 2017

As at the date of this announcement, the Board of the Company comprises three executive Directors, Mr. Ye Jingyuan, Mr. Yu Shaoheng and Ms. Mui Fong and three independent non-executive Directors, Mr. Chui Chi Yun, Robert, Mr. Kwong Tsz Ching, Jack and Mr. Yu Xiufeng.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the "Latest Company Announcements" page of the internet website operated by the Stock Exchange for the purposes of the Growth Enterprise Market at www.hkgem.com for at least seven days from the day of its posting and will be published on the website of the Company at www.ppsintholdings.com