International Elite : GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, PROPOSED CHANGE OF COMPANY NAME, PROPOSED ADOPTION OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING【PDF file】

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") take no responsibility for the contents of this circular, 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 circular.

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in International Elite Ltd. (the "Company"), you should at once hand this circular and accompanying proxy form to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

INTERNATIONAL ELITE LTD.

精英國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1328)

GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS,

PROPOSED CHANGE OF COMPANY NAME,

PROPOSED ADOPTION OF AMENDED AND

RESTATED MEMORANDUM AND

ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company ("AGM") to be held at Cruise, 23/F, Hotel VIC on the Harbour, 1 North Point Estate Lane, North Point, Hong Kong on Tuesday, 4 June 2019 at 10:00 a.m. is set out on pages 19 to 24 of this circular. Whether or not you intend to attend the AGM, you are requested to complete and return the enclosed form of proxy to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, in accordance with the instructions printed thereon as soon as practicable and in any event not less than 48 hours before the time fixed for holding the AGM. The completion and return of the proxy form will not preclude you from attending and voting in person in the AGM and any adjourned meeting if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

30 April 2019

TABLE OF CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandates to issue and repurchase of shares . . . . . . . . . . . . . . . . . .	5
Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Proposed change of company name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Proposed adoption of amended and restated M&A . . . . . . . . . . . . . . . . . . .	12
General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Voting at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . .	14
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .	19

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DEFINITIONS

In this circular, the following expressions have the following meanings, unless the context

requires otherwise:

"AGM"	the annual general meeting of the Company to be
	convened on Tuesday, 4 June 2019 at 10:00 a.m. at
	Cruise, 23/F, Hotel VIC on the Harbour, 1 North Point
	Estate Lane, North Point, Hong Kong;
"Amended and Restated M&A"	the amended and restated memorandum of
	association and articles of association of the Company
	proposed to be adopted at the AGM;
"Articles of Association"	the articles of association adopted by the Company
	and as amended from time to time;
"associate(s)"	has the meaning ascribed to this term under the
	Listing Rules;
"Board"	the board of Directors;
"Chairman"	chairman of the Board;
"Change of Company Name"	the proposed change of the English name of the
	Company from "International Elite Ltd." to
	"Goldstream Investment Limited" and the proposed
	change of the dual foreign name in Chinese of the
	Company from "精英國際有限公司" to "金涌投資有限
	公司";
"Companies Ordinance"	the Companies Ordinance, Chapter 622 of the laws of
	Hong Kong;
"Company"	International Elite Ltd., a company incorporated in
	the Cayman Islands with limited liability, the shares
	of which are listed on Main Board;
"connected person(s)"	has the meaning ascribed to this term under the
	Listing Rules;
"Directors"	directors of the Company;
"Group"	the Company and its subsidiaries;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China;

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	DEFINITIONS
"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong;
"immediate family member(s)"	has the meaning ascribed to this term under the
	Listing Rules;
"Latest Practicable Date"	23 April 2019, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained herein;
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange;
"Main Board"	the stock market operated by the Stock Exchange
	prior to the establishment of the Growth Enterprise
	Market of the Stock Exchange, which excludes the
	options market and which continues to be operated by
	the Stock Exchange in parallel with the Growth
	Enterprise Market of the Stock Exchange. For the
	avoidance of doubt, the Main Board excludes the
	Growth Enterprise Market of the Stock Exchange;
"Memorandum"	the memorandum of association adopted by the
	Company and as amended from time to time;
"Repurchase Mandate"	the repurchase mandate proposed to be granted to the
	Directors at the AGM to repurchase up to 10% of the
	issued share capital of the Company as at the date of
	the AGM;
"SFO"	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)
"Share(s)"	the ordinary share(s) of HK$0.01 each in the share
	capital of the Company;
"Shareholder(s)"	holder(s) of the Share(s);
"Share Issue Mandate"	the general mandate proposed to be granted to the
	Directors at the AGM to allot, issue and deal with up
	to 20% of the issued share capital of the Company as
	at the date of the AGM;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;

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	DEFINITIONS
"subsidiary"	a subsidiary within the meaning of the Companies
	Ordinance for the time being of the Company whether
	incorporated in Hong Kong or elsewhere and
	"subsidiaries" shall be construed accordingly;
"Takeovers Code"	the Codes on Takeovers and Mergers and Share
	Buy-backs; and
"%"	per cent.

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