International Elite : NOTICE OF ANNUAL GENERAL MEETING【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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1328)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of INTERNATIONAL ELITE LTD. (the "Company") will 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. for the following purposes:-

ORDINARY RESOLUTIONS

1.To receive and consider the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2018 and the reports of the directors and auditors of the Company for the year ended 31 December 2018.

2.To re-elect auditors and to authorise the board of directors of the Company (the "Board") to fix their remuneration.

3.A. To re-elect Mr. Zhao John Huan as director of the Company ("Director(s)");

B.To re-elect Dr. Lin Tun as Director;

C.To re-elect Mr. Yuan Bing as Director;

D.To re-elect Ms. Li Yin as Director;

E.To re-elect Mr. Chen Xue Dao as Director;

F.To re-elect Mr. Cheung Sai Ming as Director;

G.To authorise the board of Directors to fix the remuneration of the Directors.

- 1 -

4.As special business, to consider and if thought fit, pass the following resolutions, with or without amendments, as ordinary resolutions:

A. "THAT

(a)subject to paragraph (c) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) to allot, issue and deal with the new shares in the share capital of the Company or convertible into shares, options, warrants or similar rights to subscribe for shares or such convertible securities of the Company, and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;

(b)the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

(c)the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors during the Relevant Period (as herein defined) pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Right Issue (as hereinafter defined), (ii) the exercise of any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and its subsidiaries and/or other eligible persons of shares or rights to acquire shares of the Company, or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of the cash payment for a dividend on shares of the Company in accordance with the articles of association of the Company (the "Articles of Association"), shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this Resolution and the said approval shall be limited accordingly;

- 2 -

(d)for the purpose of this Resolution, "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:

(i)the conclusion of the next annual general meeting of the Company;

(ii)the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law to be held; and

(iii)the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting."

"Right Issue" means an offer of shares or other securities of the Company or an offer or issue of warrants, options or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside the Hong Kong Special Administrative Region of the People's Republic of China).

B."THAT

(a)subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its own shares, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities (the "Listing Rules") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or of any other stock exchange, be and is hereby generally and unconditionally approved and authorised;

(b)the aggregate nominal amount of the shares of the Company to be purchased by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution and the said approval shall be limited accordingly; and

- 3 -

(c)for the purpose of this Resolution, "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:

(i)the conclusion of the next annual general meeting of the Company;

(ii)the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law to be held; and

(iii)the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting."

C."THAT

conditional upon Resolutions 4A and 4B being passed, the aggregate nominal amount of the number of shares in the capital of the Company which are repurchased by the Company under the authority granted to the Directors as mentioned in Resolution 4B shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to Resolution 4A above."

SPECIAL RESOLUTIONS

As special business, to consider, and if thought fit, pass the following resolutions, with or without amendments, as special resolutions:

5."THAT

(a)subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from "International Elite Ltd." to "Goldstream Investment Limited" and the dual foreign name in Chinese of the Company be changed from "精英國際有限公司" to "金涌投資有限公司"; and

(b)the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents and make all such arrangements as they shall, in their absolute discretion, deem necessary or expedient in connection with the implementation of or giving effect to the aforesaid change of name of the Company".

- 4 -

6."THAT:

(a)subject to and conditional upon Resolution 5 being passed, and the new name of the Company being entered into the register of companies by the Registrar of Companies in the Cayman Islands, the amended and restated memorandum and articles of association of the Company in the form produced to this meeting, marked ''A'' and initialed by the chairman of this meeting for the purpose of identification, be approved and adopted as the new memorandum and articles of association of the Company in substitution for and to the exclusion of the existing memorandum and articles of association of the Company; and

(b)the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents and make all such arrangements as they shall, in their absolute discretion, deem necessary or expedient in connection with the implementation of or giving effect to the aforesaid adoption of the amended and restated memorandum and articles of association of the Company.

On behalf of the Board

International Elite Ltd.

Mr. Zhao John Huan

Chairman

Hong Kong, 30 April 2019

As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Zhao John Huan, Dr. Lin Tun, Mr. Yuan Bing and Ms. Li Yin and three independent non-executive Directors, namely Mr. Chen Xue Dao, Mr. Cheung Sai Ming, and Mr. Liu Chun Bao.

Notes:

(1)The instrument appointing a proxy shall be in writing under the head of the appointor or his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person duly authorised to sign the same.

(2)A member of the Company entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint another person as his proxy to attend and, on a poll, vote on his behalf. A proxy need not be a member of the Company but must attend the annual general meeting to represent the member.

- 5 -