Elite : GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING【PDF file】

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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, AND NOTICE OF ANNUAL GENERAL MEETING

A notice dated convening an annual general meeting of the Company ("AGM") to be held at Lily Room, 3/F, Best Western Plus Hotel Hong Kong, 308 Des Voeux Road West, Hong Kong on Tuesday, 31 May 2016 at 10:00 a.m. is set out on pages 13 to 16 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.

29 April 2016

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

General mandates to issue and repurchase of shares . . . . . . . . . . . . . . . . . . . . 4

Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Voting at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . 9 NOTICE OF ANNUAL GENERAL MEETING 13

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, 31 May 2016 at 10:00 a.m. at Lily Room, 3/F, Best Western Plus Hotel Hong Kong, 308 Des Voeux Road West, Hong Kong;

"Articles of Association" the articles of association adopted by the Company

and as amended from time to time by resolution of the Shareholders;

"associate(s)" has the meaning ascribed to this term under the Listing Rules;

"Board" the board of Directors;

"Chairman" chairman of the Board;

"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;

"GEM" Growth Enterprise Market of the Stock Exchange;

"Group" the Company and its subsidiaries;

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China;

"HK$" Hong Kong dollars, the lawful currency of Hong Kong;

"Latest Practicable Date" 25 April 2016, 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 GEM, which excludes the options market and which continues to be operated by the Stock Exchange in parallel with GEM. For the avoidance of doubt, the Main Board excludes GEM;

"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;

"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 Repurchases; and

"%" per cent.