International Elite : PROPOSED CHANGE OF COMPANY NAME AND PROPOSED ADOPTION OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION【PDF file】

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INTERNATIONAL ELITE LTD.

精英國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1328)

PROPOSED CHANGE OF COMPANY NAME

AND

PROPOSED ADOPTION OF AMENDED AND

RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from "International Elite Ltd." to "Goldstream Investment Limited" and to change 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", subject to the fulfillment of the conditions set out in the paragraph headed "Conditions of the Proposed Change of Company Name" in this announcement.

PROPOSED ADOPTION OF AMENDED AND RESTATED MEMORANDUM AND

ARTICLES OF ASSOCIATION

In view of the proposed Change of Company Name, the Board also proposes to adopt the Amended and Restated M&A to reflect the Change of Company Name, with the Amended and Restated M&A taking effect at the same time the Change of Company Name becomes effective. The proposed adoption of the Amended and Restated M&A is subject to the fulfillment of the conditions set out in the paragraph headed "Conditions of the proposed Change of Company Name" in this announcement and the passing of a special resolution by the Shareholders at the AGM approving the adoption of the Amended and Restated M&A.

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GENERAL

A circular containing, among others, the details of the proposed Change of Company Name and the proposed adoption of the Amended and Restated M&A, together with a notice convening the AGM to approve, among others, the proposed Change of Company Name and the proposed adoption of the Amended and Restated M&A, and the related proxy form will be despatched to the Shareholders in due course.

PROPOSED CHANGE OF COMPANY NAME

The board (the "Board") of directors (the "Director(s)") of International Elite Ltd. (the "Company", together with its subsidiaries, the "Group") proposes to change the English name of the Company from "International Elite Ltd." to "Goldstream Investment Limited" and to change 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" (the "Change of Company Name").

Conditions of the Proposed Change of Company Name

The proposed Change of Company Name is subject to the fulfillment of the following conditions:

(a)the passing of a special resolution by the shareholders of the Company (the "Shareholders") to approve the Change of Company Name at the annual general meeting of the Company (the "AGM"); and

(b)the Registrar of Companies in the Cayman Islands granting approval for the proposed Change of Company Name by issuing a certificate of incorporation on change of name.

Subject to the satisfaction of all the conditions set out above, the proposed Change of Company Name will take effect upon the date of issue of the certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands.

The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong.

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Reasons of the Proposed Change of Company Name

With further development and expansion of the business scope of the Group, the Board considers that the proposed Change of Company Name will provide the Company with a more appropriate corporate identity and strategic direction. As such, the Board considers that the proposed new name of the Company will better reflect and highlight the Company's future strategic business plan, and provide the Company with a fresh corporate image and identity which will benefit the Company's future development. Therefore, the Board considers that the proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

Effects of the Proposed Change of Company Name

The proposed Change of Company Name will not affect any of the rights of the holders of securities of the Company nor the Company's daily business operation and its financial position.

All existing certificates of securities in issue bearing the present name of the Company shall, after the proposed Change of Company Name having become effective, continue to be evidence of title to such securities of the Company and will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of existing share certificates of the Company for new share certificates printed in the new name of the Company.

Upon the proposed Change of Company Name becomes effective, any new share certificates will be issued in the new name of the Company and the securities of the Company will be traded on the Stock Exchange of Hong Kong Limited (the "Stock Exchange") under the new name.

In addition, subject to the confirmation of the Stock Exchange, the English and Chinese stock short names for trading in the shares of the Company on the Stock Exchange will also be changed after the proposed Change of Company Name becomes effective.

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PROPOSED ADOPTION OF AMENDED AND RESTATED MEMORANDUM AND

ARTICLES OF ASSOCIATION

In view of the proposed Change of Company Name, the Board also proposes to adopt the amended and restated memorandum and articles of association of the Company (the "Amended and Restated M&A") to reflect the Change of Company Name, with the Amended and Restated M&A taking effect upon the Change of Company Name becomes effective. The proposed adoption of the Amended and Restated M&A is subject to the fulfillment of the conditions set out in the paragraph headed "Conditions of the Proposed Change of Company Name" in this announcement and the passing of a special resolution of the Company approving the adoption of the Amended and Restated M&A.

The only proposed amendments made by the Amended and Restated M&A to the existing memorandum and articles of association of the Company are to replace the name of the Company from "International Elite Ltd. 精英國際有限公司" to "Goldstream Investment Limited 金涌投資有限公司".

GENERAL

A circular containing, among others, the details of the proposed Change of Company Name and the adoption of the Amended and Restated M&A, together with a notice convening the AGM and the related proxy form will be despatched to the Shareholders in due course.

The Company will make further announcement(s) to inform the Shareholders of the results of the AGM, the effective date of the proposed Change of Company Name, the new stock short names for trading in the shares of the Company on the Stock Exchange and other relevant information.

By order of the board of

International Elite Ltd.

Mr. Zhao John Huan

Chairman

Hong Kong, 26 March 2019

As at the date of this announcement, the Board comprises five executive Directors, namely Mr. Zhao John Huan, Mr. Lu Yan, 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.

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