International Elite : DISCLOSEABLE TRANSACTION - SUBSCRIPTION FOR INTERESTS IN A FUND 【PDF file】

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 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 announcement.

INTERNATIONAL ELITE LTD.

精英國際有限公司

(in the process of changing its name to Goldstream Investment Limited 金涌投資有限公司)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1328)

DISCLOSEABLE TRANSACTION

SUBSCRIPTION FOR INTERESTS IN A FUND

The Board is pleased to announce that on 1 July 2019, the Subsidiary, entered into the Subscription Agreement, pursuant to which the Subsidiary agreed to subscribe, as limited partner, for the Interests with a capital commitment of US$10 million (equivalent to approximately HK$78.4 million) to the Fund.

Simultaneously with the entering of the Subscription Agreement, Goldstream Capital, entered into the Sub-Advisory Agreement with the Fund, the Investment Manager and the Subsidiary, pursuant to which Goldstream Capital was appointed as a Sub-Advisor to the Fund to manage part of the Fund's assets.

As one or more of the applicable percentage ratios as defined under the Listing Rules in respect of the entering into of the Subscription Agreement and the Sub-Advisory Agreement exceed(s) 5% but is less than 25%, the entering into of the Subscription Agreement and the Sub-Advisory Agreement constitutes a discloseable transaction of the Company and is subject to the announcement requirement under Chapter 14 of the Listing Rules.

- 1 -

THE SUBSCRIPTION AGREEMENT

The Board is pleased to announce that, on 1 July 2019, the Subsidiary, entered into the Subscription Agreement, pursuant to which the Subsidiary agreed to subscribe, as limited partner, for the Interests with a capital commitment of US$10 million (equivalent to approximately HK$78.4 million) to the Fund. The capital contribution to the Fund under the Subscription Agreement shall be payable in cash on or before 2 July 2019 and will be funded by the Group's internal resources.

Principal Terms Of The Fund

The Fund:Prelude Opportunity Fund, LP

General Partner:Prelude Capital Partners, LLC, exercises the ultimate authority over the Fund and is responsible for the day-to-day operations of the Fund.

Investment Manager:	Prelude Capital Management, LLC, responsible for the
	management and investment of the Fund's assets.
Sub-Advisor:	The Fund will enter into sub-advisory agreement with
	Sub-Advisors to manage part of the Fund's assets under
	specific provisions agreed with the Investment Manager.
Investment objective and	The Fund is a multi-strategy,multi-manager hedge fund
strategy:	which invests in a variety of securities across a range of
	strategies. The Investment Manager seeks to enter into
	sub-advisory agreement with Sub-Advisors to manage the
	Fund's assets and seek diversification across individual
	Sub-Advisor, investment strategies, market exposures and
	industry concentrations.
Withdrawal:	The Subsidiary may optionally withdraw the return from the
	Fund at the end of each calendar month provided that the
	remaining investment is not less than US$10 million
	(equivalent to approximately HK$78.4 million).
Transferability:	No transfers of the Interests may be made other than with
	the prior written consent of the General Partner.

- 2 -

THE SUB-ADVISORY AGREEMENT

On 1 July 2019 and simultaneously with the entering of the Subscription Agreement, Goldstream Capital, entered into the Sub-Advisory Agreement with the Fund, the Investment Manager and the Subsidiary, pursuant to which Goldstream Capital was appointed as a Sub-Advisor to the Fund to manage part of the Fund's assets.

Pursuant to the Sub-Advisory Agreement , Goldstream Capital shall run a hedged investment strategy with Greater China themes in managing the sub-account of the Fund.

INFORMATION OF THE SUBSIDIARY, GOLDSTREAM CAPITAL AND THE

GROUP

The Subsidiary is an investment holding company incorporated in the Cayman Islands with limited liability and is a directly wholly-owned subsidiary of the Company.

Goldstream Capital is a directly wholly-owned subsidiary of the Company and a licensed corporation under the SFO to engage in Type 4 (advising on securities) and Type 9 (asset management) regulated activities as defined under the SFO. It is principally engaged in provision of advisory services on securities and the asset management business.

The Group is principally engaged in providing customer relationship management and investment management services.

INFORMATION OF THE FUND, THE GENERAL PARTNER AND THE

INVESTMENT MANAGER

The Fund is a private investment limited partnership organised under the laws of the State of Delaware, the US.

The General Partner is a limited liability company organised under the laws of the State of Delaware, the US and is responsible for the day-to-day operations of the Fund.

The Investment Manager is a limited liability company organised under the laws of the State of Delaware, the US and is registered as an investment adviser with the Securities and Exchange Commission of the US.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Fund, the General Partner and the Investment Manager, and their respective beneficial owner(s) are third parties independent of the Company and connected persons of the Company.

- 3 -

REASONS FOR AND BENEFIT OF ENTERING INTO THE SUBSCRIPTION

AGREEMENT AND THE SUB-ADVISORY AGREEMENT

The Group is maintaining a healthy financial position. Most of the Group's cash balances are placed in time deposit bank accounts. The Directors consider that the entering into of the Subscription Agreement and the Sub-Advisory Agreement will generate better return on idle cash for the Company.

The amount of capital commitment to the Fund, being US$10 million (equivalent to approximately HK$78.4 million), was determined by the Directors taking into account the portfolio of the Fund and the amount of idle cash available for the Company.

The Directors (including the independent non-executive Directors) are of the view that the terms of the Subscription Agreement and the Sub-Advisory Agreement are fair and reasonable and are in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios as defined under the Listing Rules in respect of the entering into of the Subscription Agreement and the Sub-advisory Agreement exceed(s) 5% but is less than 25%, the entering into of the Subscription Agreement and the Sub-advisory Agreement constitutes a discloseable transaction of the Company and is subject to the announcement requirement under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, unless otherwise defined, terms used herein shall have the following meaning:

"Board"	the board of Directors
"Company"	International Elite Ltd, a company incorporated in the
	Cayman Islands with limited liability, the shares of which
	are listed on the main board of the Stock Exchange
"connected persons"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	director(s) of the Company

- 4 -

"Fund"	Prelude Opportunity Fund, LP, a limited partnership
	organised under the laws of the State of Delaware, the US
"General Partner"	the general partner of the Fund, namely Prelude Capital
	Partners, LLC, a limited liability company organised under
	the laws of the State of Delaware, the US
"Goldstream Capital"	Goldstream Capital Management Limited, incorporated in
	Hong Kong with limited liability, a licensed corporation
	under the SFO (Chapter 571) to engage in Type 4 (advising
	on securities) and Type 9 (asset management) regulated
	activities as defined under the SFO, and a directly
	wholly-owned subsidiary of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollar, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Interests"	the limited partnership interests in the Fund
"Investment Manager"	the investment manager of the Fund, namely Prelude Capital
	Management, LLC, a limited liability company organised
	under the laws of the State of Delaware, the US
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"SFO"	the Securities and Futures Ordinance (Chapter 571) of the
	laws of Hong Kong
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Sub-Advisor(s)"	the sub-advisor to the Fund, managing part of the Fund's
	assets pursuant to their respective sub-advisory agreement
	with the Fund

- 5 -