PPS International : Proxy Form

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8201) PROXY FORM

Form of proxy for use by the shareholders of PPS International (Holdings) Limited (the "Company") at the extraordinary general meeting (the "Meeting") to be convened at 6/F., Causeway Bay Function Room, L'hotel Causeway Bay Harbour View Hong Kong, 18 King's Road, Causeway Bay, Hong Kong on Tuesday, 8 August 2017 at 11:00 a.m. (or any adjournment thereof).

I/We (note a) of

being the registered holder(s) of (note b) shares (each a "Share") of HK$0.001 each of the Company hereby appoint the chairman (the "Chairman") of the Meeting or of

to act as my/our proxy (notec) to attend and to vote on my/our behalf at the Meeting 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 Tuesday, 8 August 2017 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, passing the resolution as set out in the notice convening the Meeting (and at any adjournment thereof) (the "Notice") to vote for me/us and in my/our name(s) in respect of the ordinary resolution as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS(notei)		FOR(note d)	AGAINST(note d)
1.	To approve, confirm and ratify the conditional subscription agreement dated 15 June 2017 (the "Subscription Agreement") entered into between the Company as issuer and Wui Wo Enterprise Limited as subscriber (the "Subscriber") in relation to the subscription of convertible bonds (the "Convertible Bonds") in a principal amount of HK$50,000,000 to be issued by the Company and the transactions contemplated thereunder.
2.	To approve, confirm and ratify, subject to the fulfillment or waiver of the conditions as set out on the Subscription Agreement, the issue of the Convertible Bonds to the Subscriber, which may be converted into a maximum of 833,333,333 ordinary shares of HK$0.001 each in the share capital of the Company (the "Conversion Share(s)") at the initial conversion price of HK$0.06 per Conversion Share (subject to adjustments) subject to and in accordance with the terms and conditions of the Subscription Agreement; to approve the grant of a conversion shares specific mandate (the "Conversion Shares Specific Mandate") to the directors of the Company (the "Directors") to exercise powers of the Company and to issue and allot such number of Conversion Shares of the Company as may be required to be issued and allotted upon exercise of the subscription rights attached to the Convertible Bonds; and to authorise any one or more of the Directors to sign, execute, perfect, deliver and do all such documents, as the case may be, as they may in their discretion consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the terms of, or the transactions contemplated by, the Convertible Bonds and all documents and deeds in connection therewith and to agree to such variation, amendments or waiver or matters relating thereto as are, in the opinion of the Directors, in the interest of the Company and its shareholders as a whole.

Dated the day of 2017

Shareholder's signature X X (notes e, f, g andh)

Notes:

1. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

2. Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the capital of the Company registered in your name(s).

3. A proxy need not be a shareholder of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words "the Chairman of the Meeting or" and insert the name and address of the person appointed proxy in the space provided.

4. If you wish to vote for the resolution set out above, please tick ("✔") the boxes marked "For". If you wish to vote against the resolution, please tick ("✔") the boxes marked "Against". If this form returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or

   abstain at his/her discretion in respect of the resolution; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

5. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

6. The form of proxy must be signed by a shareholder of the Company, or his/her attorney duly authorized in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorized.

7. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or certified copy of such power or authority must be deposited at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 48 hours before the time of the Meeting or any adjourned meeting.

8. Any alteration made to this form should be initialed by the person who signs the form.

9. The description of the ordinary resolution is by way of summary only. The full text of the ordinary resolution appears in the Notice.