Goldstream Investment Limited - Proxy Solicitation & Information Statement 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in International Elite Ltd., you should at once hand this circular to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

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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)

MAJOR TRANSACTION

(1) SUBSCRIPTION OF THE SUBSCRIPTION SHARES; AND (2) POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER FOR ALL THE OFFER SHARES IN RELATION TO GLCH

Financial Adviser to the Company and the Offeror

30 March 2016

CONTENTS

			Page
Definitions	. . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	–	Financial information of the Group . . . . . . . . . . . . . . . . . .	I-1
Appendix II	–	Financial information of GLCH Group . . . . . . . . . . . . . . .	II-1
Appendix III	–	Unaudited pro forma financial information of
		the Enlarged Group.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
Appendix IV	–	General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings, unless the context otherwise requires:

“acting in concert”
has the meaning ascribed thereto in the Takeovers Code
“Application Rights”
the sole and exclusive right for certain application and use of the CA-SIM and the intellectual property right
“Assignment”
the assignment of application rights dated 23 December 2014 and entered into between the Company and GLCH in relation to the assignment of the Application Rights to GLCH and its subsidiaries throughout the Territory
“associates”

has the meaning ascribed to it under the Listing Rules

“Board”

the board of Directors from time to time

“Business Day”
the day(s) on which the Stock Exchange is open for the transaction of business
“BVI”
British Virgin Islands
“CA-SIM”
“China Galaxy”

certificate authority subscriber identity module, a technology developed from RF-SIM, being a combination of ordinary mobile phone subscriber identity module card and contactless smartcard and has function of (i) public key infrastructure; (ii) application programming interface; and (iii) software development kit China Galaxy International Securities (Hong Kong) Co., Limited, a licensed corporation to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities under the SFO

“Company”

International Elite Ltd. (stock code: 1328), an exempted company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange

– 1 –

DEFINITIONS

“Completion”
the completion of the Subscription in accordance with the terms and conditions of the Subscription Agreement
“Completion Date” the third Business Day after the date on which the conditions of the Subscription Agreement are fulfilled or, as the case may be, waived by the Subscriber
“Composite Document”
the formal composite offer document proposed to be jointly issued by the Offeror and GLCH to the GLCH Independent Shareholders in connection with the Offer and in accordance with the Takeovers Code
“CRM”
customer relationship management
“Directors”
directors of the Company from time to time
“Enlarged Group”
the Group as enlarged by GLCH Group upon completion of the Subscription and the Offer
“Executive”
the executive director of the Corporate Finance Division of the SFC or any of his delegates
“GEM”
the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”
the Rules Governing the Listing of Securities on GEM
“GLCH”
Global Link Communications Holdings Limited (stock code: 8060), an exempted company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on GEM
“GLCH Board”
the board of directors of GLCH from time to time
“GLCH EGM”
an extraordinary general meeting of GLCH to be held and convened for the purpose of approving, amongst other things, the Subscription and the transactions contemplated thereunder including the allotment and issue of the Subscription Shares and the increase in authorised share capital of GLCH or any adjournment thereof
“GLCH Group”
GLCH and its subsidiaries
“GLCH Independent Shareholders”
GLCH Shareholders other than the Offeror and parties acting in concert with it

– 2 –

DEFINITIONS

“GLCH Share(s)”
“GLCH Shareholder(s)”
“GLCH Warrants”
“GLCH Warrant Share(s)”
“Group”
“HK$”
“Hong Kong”
“Joint Announcement”
“Last Trading Day”
“Latest Practicable Date”
“Listing Rules”
“Macau”
ordinary share(s) of HK$0.01 each in the issued share capital of GLCH

holders of the GLCH Shares

186,000,000 unlisted warrants issued by GLCH on 12 August 2014 at the issue price of HK$0.001, which entitles the holder thereof to subscribe for one GLCH Warrant Share at the initial subscription price of HK$0.21 per GLCH Warrant Share at any time during a period of 36 months commencing from the date of issue of the GLCH Warrants
up to initially an aggregate of 186,000,000 new GLCH Shares to be allotted and issued upon exercise of the subscription rights attaching to the GLCH Warrants
the Company and its subsidiaries
Hong Kong dollars, the lawful currency of Hong Kong
Hong Kong Special Administrative Region of the PRC
the joint announcement dated 29 February 2016 and jointly published by the Company, the Offeror and GLCH in relation to, among other things, the Subscription and the Offer
26 February 2016, being the last full trading day of the GLCH Shares immediately prior to the suspension in trading of the GLCH Shares on the Stock Exchange pending the release of the Joint Announcement
24 March 2016, being the latest practicable date prior to the printing of this circular for ascertain information contained in this circular
the Rules Governing the Listing of Securities on the Stock Exchange
Macau Special Administrative Region of the PRC

– 3 –

DEFINITIONS

“Offer”
“Offer Period”
“Offer Price”
“Offer Share(s)”
“Offeror” or “Subscriber”
“PRC” or “China”
“RF-SIM”
“RMB”
“SFC”
“SFO”
“Share(s)”
the possible unconditional mandatory cash offer to be made by China Galaxy on behalf of the Offeror, for all the issued GLCH Shares (other than those already owned by or agreed to be acquired by the Offeror and parties acting in concert with it) on the terms to be set out in the Composite Document
the period commencing from the date of the Joint Announcement until the latest of: (i) the date when the Offer closes for acceptances; (ii) the date when the Offer lapses; (iii) the time when the Offeror announces that the Offer will not proceed; and (iv) the date when an announcement is made by the Offeror of the withdrawal of the Offer
the price at which the Offer will be made, being HK$0.08 per Offer Share
issued GLCH Share(s) and GLCH Shares which may be issued by GLCH following the Latest Practicable Date, other than those already owned by or agreed to be acquired by the Offeror and parties acting in concert with it and “Offer Share” means any of them
Honor Crest Holdings Limited, a company incorporated in BVI with limited liability and is a direct wholly-owned subsidiary of the Company
the People’s Republic of China which, for the purpose of this circular, shall exclude Hong Kong, Macau and Taiwan
radio-frequency subscriber identity module, being a combination of ordinary mobile phone subscriber identity module card and contactless smartcard
Renminbi, the lawful currency of the PRC
the Securities and Futures Commission
the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)
ordinary share(s) of HK$0.01 each in the issued share capital of the Company

– 4 –

DEFINITIONS

“Shareholders”
shareholder(s) of the Company
“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Subscription”
the subscription by the Subscriber for, and the allotment and issue by GLCH of, the Subscription Shares under the terms and conditions of the Subscription Agreement
“Subscription Agreement” the conditional subscription agreement dated 27 February 2016 entered into between the Subscriber and GLCH in respect of the Subscription
“Subscription Share(s)”
1,000,000,000 GLCH Shares for which the Subscriber will subscribe for and GLCH will allot and issue under the Subscription in accordance with the terms and conditions of the Subscription Agreement
“Takeovers Code” the Code on Takeovers and Mergers
“Territory”
Panyu Region, Guangdong Province, the PRC
“Trading Day”
means a day on which securities can be freely traded on the Stock Exchange during whole of the normal trading hours of the Stock Exchange regardless of whether any trades actually occur
“US” United States of America
“%” per cent.

In this circular, the English names of the PRC entities or enterprises are translations of their Chinese names. In the event of any inconsistency, the Chinese names shall prevail.

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LETTER FROM THE BOARD

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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)

Executive Directors: Mr. Li Kin Shing (Chairman and Chief Executive Officer) Ms. Li Yin Mr. Wong Kin Wa Mr. Li Wen

Independent Non-executive Directors: Mr. Chen Xue Dao Mr. Cheung Sai Ming Mr. Liu Chun Bao

Registered Office: The Grand Pavilion Commercial Centre Oleander Way, 802 West Bay Road Grand Cayman, KY1-1208 Cayman Islands

Head Office and Principal Place of Business in Hong Kong: Room 3809-3810 Hong Kong Plaza 188 Connaught Road West Hong Kong

30 March 2016

To the Shareholders,

Dear Sir or Madam,

MAJOR TRANSACTION

(1) SUBSCRIPTION OF THE SUBSCRIPTION SHARES; AND (2) POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER FOR ALL THE OFFER SHARES IN RELATION TO GLCH

INTRODUCTION

References are made to the Joint Announcement. As set out in the Joint Announcement, on 27 February 2016, the Subscriber and GLCH entered into the Subscription Agreement, pursuant to which the Subscriber has conditionally agreed to subscribe for, and GLCH has conditionally agreed to allot and issue, 1,000,000,000 Subscription Shares at a subscription price of HK$0.08 per Subscription Share. As at the Latest Practicable Date, the Company, the holding company of the Offeror, is interested in 128,000,000 GLCH Shares, representing approximately 11.76% of the entire issued share capital of GLCH as at the Latest Practicable Date. Immediately after the Completion, the

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LETTER FROM THE BOARD

Offeror and the parties acting in concert with it will be interested in 1,128,000,000 GLCH Shares, representing approximately 54.00% of the entire issued share capital of GLCH as enlarged by the allotment and issue of the Subscription Shares (assuming none of the outstanding GLCH Warrants have been exercised). Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make an unconditional mandatory cash offer for all the issued GLCH Shares (other than those already owned by or agreed to be acquired by the Offeror and parties acting in concert with it).

The purpose of this circular is to provide Shareholders with (i) further details of the Subscription; (ii) further details of the Offer; and (iii) such other information as required by the Listing Rules.

THE SUBSCRIPTION AGREEMENT

On 27 February 2016, the Subscriber and GLCH entered into the Subscription Agreement. The principal terms of the Subscription Agreement are summarised below.

Date

27 February 2016

Parties

Issuer:

GLCH

Subscriber:

Honor Crest Holdings Limited, which is an investment holding company incorporated in the BVI and a direct wholly-owned subsidiary of the Company.

The Company is an exempted company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange. The Company, through its subsidiaries, is a CRM outsourcing service provider which principally engages in the provision of inbound and outbound services to companies in various service-oriented industries and the research and development, production and sales of RF-SIM products and the licensing of RF-SIM operation rights in markets other than Hong Kong and Macau as well as the research and development and technology transfer of CA-SIM application right to customer. As at the Latest Practicable Date, the Company is interested in 128,000,000 GLCH Shares, representing approximately 11.76% of the entire issued share capital of GLCH.

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LETTER FROM THE BOARD

Subscription Shares

Pursuant to the Subscription Agreement, the Subscriber has conditionally agreed to subscribe for, and GLCH has conditionally agreed to allot and issue, 1,000,000,000 Subscription Shares at a subscription price of HK$0.08 per Subscription Share.

The aggregate of 1,000,000,000 Subscription Shares, represent (i) approximately 91.84% of the existing issued share capital of GLCH as at the Latest Practicable Date; and (ii) approximately 47.87% of the issued share capital of GLCH as enlarged by the allotment and issue of the Subscription Shares (assuming none of the outstanding GLCH Warrants have been exercised).

The Subscription Shares, when allotted and issued, will rank equally in all respects with each other and the GLCH Shares in issue on the date of allotment and issue of the Subscription Shares, including the right to receive all future dividends and distributions which may be declared, made or paid by GLCH on or after the date of allotment and issue of the Subscription Shares.

The Subscription Shares will be allotted and issued pursuant to a specific mandate to be sought from the GLCH Independent Shareholders at the GLCH EGM.

Application will be made by GLCH to the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

There is no restrictions on subsequent sale of the Subscription Shares.

Subscription Price

The gross amount of the Subscription is HK$80,000,000, equivalent to HK$0.08 per Subscription Share, which was determined after arm’s length negotiations between GLCH and the Subscriber and with reference to, among other things, (i) the price performance of the GLCH Shares prior to the Last Trading Day; (ii) the latest published consolidated net asset value per GLCH Share; and (iii) the financial performance of GLCH Group. Despite the recent financial performance of GLCH Group has been deteriorating, after taking into account (i) the potential synergy between GLCH and the Company upon completion of the Subscription and the Offer and the promising prospect and growth potential of the "Smart City" business of GLCH Group as further discussed in the section headed "Reasons for and Benefits of the Subscription and the Offer"; (ii) the controlling stake in GLCH acquired by the Company upon completion of the Subscription and the Offer; and (iii) the interest of both the Shareholders and the independent shareholders of GLCH, the Directors are of the view that the Subscription Price, which represents a substantial discount to the closing prices of GLCH Shares on the Last Trading Day and a slight premium over the latest published consolidated net asset value per GLCH Share, is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The Subscriber intends to finance the total consideration for the Subscription by internal resources.

Conditions precedent

Completion is conditional upon fulfilment of the following conditions precedent:

(i) the Listing Committee of GEM granting listing of, and permission to deal in, the Subscription Shares;
(ii) trading in the GLCH Shares on the GEM not being suspended for a period of more than seven consecutive trading days in the period of 21 days immediately preceding completion of the Subscription excluding any suspension for the purposes of clearing any announcement and circular in relation to the Subscription and/or the Offer by the regulatory authorities;
(iii) trading in the GLCH Shares on GEM not being revoked or withdrawn at any time prior to completion of the Subscription;

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LETTER FROM THE BOARD

(iv) there being no indication being received from the Stock Exchange or the SFC that the listing of the GLCH Shares on GEM will be suspended, revoked or withdrawn at any time after completion of the Subscription, whether in connection with any of the transactions contemplated by the Subscription Agreement or otherwise;
(v) the warranties given by GLCH remaining true, accurate in all material respects;
(vi) all necessary consents and approvals as may be required to be obtained on the part of GLCH in respect of the Subscription and the transactions contemplated under the Subscription Agreement having been obtained by GLCH;
(vii) the passing by the GLCH Shareholders (other than those prohibited from voting under the GEM Listing Rules and/or the Takeovers Code, if applicable) of all necessary resolutions at the GLCH EGM approving the Subscription Agreement and the transactions contemplated thereunder including (but not limited to) the allotment and issue of the Subscription Shares in accordance with the terms of the Subscription Agreement;
(viii) the passing by the GLCH Shareholders of all necessary resolutions at the GLCH EGM approving the increase in authorised share capital of GLCH;
(ix) all necessary consents and approvals as may be required to be obtained on the part of the Company in respect of the Subscription and the transactions contemplated under the Subscription Agreement and the Offer having been obtained by the Company; and
(x) the passing by the Shareholders of all necessary resolutions approving the Subscription Agreement and the transactions contemplated thereunder and the Offer in accordance with the requirements under the Listing Rules.

The Subscriber may at any time by notice in writing to GLCH waive the conditions in paragraphs (ii), (iii), (iv) and/or (v) as set out above. The conditions set out in paragraphs (i), (vi), (vii), (viii), (ix) and (x) as set out above are incapable of being waived by GLCH and the Subscriber.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, condition (x) has been fulfilled.

In the event that the conditions of the Subscription Agreement as set out above are not fulfilled or waived by on 31 August 2016 (or such other time and date as may be agreed between GLCH and the Subscriber in writing), the Subscription Agreement shall cease and determine and thereafter, neither party shall have any obligations and liabilities thereunder save for any antecedent breaches of the provisions thereof.

Completion

Subject to the conditions of the Subscription Agreement being fulfilled or, as the case may be, waived by the Subscriber, completion of the Subscription Agreement will take place on the Completion Date. The Subscriber will pay the gross amount of the Subscription on the Completion Date.

Undertaking

As at the Latest Practicable Date, there are four holders of the GLCH Warrants, which together holds an aggregate of 186,000,000 GLCH Warrants. To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, each of the holders of the GLCH Warrants do not have any relationship with the Offeror. Each of the holders of the GLCH Warrants has executed an irrevocable undertaking to the Offeror and GLCH not to exercise the subscription rights attached to the GLCH Warrants and not to transfer, dispose of or otherwise deal in the GLCH Warrants before the close of the Offer, and not to accept the mandatory cash offer for the outstanding GLCH Warrants if there is any or otherwise make the GLCH Warrants available for acceptance under the Offer.

Use of proceeds

The gross proceeds of the Subscription will amount to HK$80.0 million. The net proceeds of the Subscription are estimated to be approximately HK$79.0 million, and as such, the net price of each Subscription Share is approximately HK$0.079. It is intended that the net proceeds will be deployed by GLCH as follows:-

approximately HK$30.0 million, or 38% of the net proceeds, for GLCH’s existing train information system solutions for urban rail transit business, mainly for the execution of the newly signed order contracts of a number of new lines projects in several cities in the PRC;
approximately HK$41.1 million, or 52% of the net proceeds, for the development of the “Smart City” project by using GLCH’s existing CA-SIM technology, mainly for staff hiring, development of relevant management system platform and gradual roll out of the mobile apps and value-added services to target users; and
approximately HK$7.9 million, or 10% of the net proceeds, as general working capital and for future investments if opportunity arises. GLCH has not identified any specific acquisition targets as at the Latest Practicable Date.

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LETTER FROM THE BOARD

POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER

As at the Latest Practicable Date, the Company, the holding company of the Offeror, is interested in 128,000,000 GLCH Shares, representing approximately 11.76% of the entire issued share capital of GLCH as at the Latest Practicable Date. Immediately after Completion, the Offeror and the parties acting in concert with it will be interested in 1,128,000,000 GLCH Shares, representing approximately 54.0% of the entire issued share capital of GLCH as enlarged by the allotment and issue of the Subscription Shares (assuming none of the outstanding GLCH Warrants have been exercised).

Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make an unconditional mandatory cash offer for all the issued GLCH Shares (other than those already owned by or agreed to be acquired by the Offeror and parties acting in concert with it). The Offer, when made, will be unconditional in all respects.

As at the Latest Practicable Date, there are 1,088,807,500 GLCH Shares in issue and 186,000,000 outstanding GLCH Warrants. Each of the holders of the GLCH Warrants has executed an irrevocable undertaking to the Offeror and GLCH not to exercise the subscription rights attached to the GLCH Warrants and not to transfer, dispose of or otherwise deal in the GLCH Warrants before the close of the Offer, and not to accept the mandatory cash offer for the outstanding GLCH Warrants if there is any or otherwise make the GLCH Warrants available for acceptance under the Offer. As such, the Offer will not be extended to the holders of the GLCH Warrants. Save for the GLCH Warrants, GLCH has no other outstanding warrants, options, derivatives, convertibles or other securities in issue which may confer any rights to the holder(s) thereof to subscribe for, convert or exchange into the Shares.

Principal terms of the Offer

China Galaxy will, on behalf of the Offeror, make the Offer in accordance with the Takeovers Code on the following terms:

For every Offer Share accepted under the Offer . . . . . . . . . . . . . . . HK$0.08 in cash

The Offer Price of HK$0.08 per Offer Share is the same as the Subscription Price pursuant to the Subscription Agreement and was determined after arm’s length negotiations between the Offeror and GLCH.

The Offer will be extended to all GLCH Independent Shareholders in accordance with the Takeovers Code. The Offer Shares to be acquired under the Offer shall be fully paid and free from all liens, charges, encumbrances, right of pre-emption and any other third party rights of any nature and together with all rights attaching to them as at the Completion Date, including the rights to receive in full all dividends and distributions, if any, declared, made or paid on or after the Completion Date.

There is no restrictions on subsequent sale of the Offer Shares.

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LETTER FROM THE BOARD

Comparison of value

The Offer Price of HK$0.08 is equal to the Subscription Price under the Subscription Agreement and represents:

(i) a discount of approximately 33.33% to the closing price of HK$0.120 per GLCH Share as quoted on the Stock Exchange on the Latest Practicable Date;
(ii) a discount of approximately 46.31% to the closing price of HK$0.149 per GLCH Share as quoted on the Stock Exchange on the Last Trading Day;
(iii) a discount of approximately 45.95% to the average of the closing prices of the GLCH Shares as quoted on the Stock Exchange for the five consecutive trading days up to and including the Last Trading Day of approximately HK$0.148 per GLCH Share;
(iv) a discount of approximately 47.71% to the average of the closing prices of the GLCH Shares as quoted on the Stock Exchange for the ten consecutive trading days up to and including the Last Trading Day of approximately HK$0.153 per GLCH Share;
(v) a discount of approximately 49.37% to the average of the closing prices of the GLCH Shares as quoted on the Stock Exchange for the 30 consecutive trading days up to and including the Last Trading Day of approximately HK$0.158 per GLCH Share;
(vi) a discount of approximately 59.39% to the average of the closing prices of the GLCH Shares as quoted on the Stock Exchange for the 90 consecutive trading days up to and including the Last Trading Day of approximately HK$0.197 per GLCH Share; and
(vii) a premium of approximately 14.29% over the unaudited consolidated net asset value of approximately HK$0.07 per GLCH Share as at 30 September 2015 (based on the unaudited consolidated statement of financial position of GLCH as at 30 September 2015 and the number of GLCH Shares in issue as at the Latest Practicable Date).

Value of the Offer

As the Offeror and the parties acting in concert with it will own 1,128,000,000 GLCH Shares immediately after the Completion and assuming that there is no change in the issued share capital of GLCH prior to the close of the Offer, 960,807,500 GLCH Shares will be subject to the Offer and the total consideration of the Offer would be approximately HK$77,000,000 based on the Offer Price and on the basis of full acceptances of the Offer.

Financial resources available to the Offeror

The financial resources required from the Offeror to satisfy the total consideration of the Offer amount to approximately HK$77,000,000. The Offeror intends to finance the total consideration for the Offer by internal resources.

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LETTER FROM THE BOARD

Payment

Payment in cash in respect of acceptances of the Offer will be made as soon as practicable but in any event within seven business days (as defined under the Takeovers Code) of the date on which the relevant documents of title are received by the Offeror to render each such acceptance complete and valid, whichever is later.

SHAREHOLDING STRUCTURE OF GLCH

Set out below are the shareholding structure of GLCH (i) immediately before the Completion and as at the Latest Practicable Date; and (ii) immediately following the Completion (assuming none of the outstanding GLCH Warrants have been exercised):

GLCH Shareholders Directors of GLCH Mr. Ma Yuanguang Mr. Hu Tiejun Professor Lu Ting Jie Past Director of GLCH Mr. Lo Kam Hon, Gary (deceased)(Note 1) Subscriber/Offeror and parties acting in concert with it The Company The Subscriber/Offeror (Note 2) Public GLCH Shareholders Total	Immediately before Completion and as at the Latest Practicable Date Number of GLCH Shares Approximate % of issued GLCH Shares 255,121,200 23.43% 833,000 0.08% 833,000 0.08% 256,787,200 23.59% 120,000 0.01% 128,000,000 11.76% – – 128,000,000 11.76% 703,900,300 64.65% 1,088,807,500 100.0%	Immediately following Completion (assuming none of the outstanding GLCH Warrants have been exercised) Number of GLCH Shares Approximate % of issued GLCH Shares 255,121,200 12.21% 833,000 0.04% 833,000 0.04% 256,787,200 12.29% 120,000 0.01% 128,000,000 6.13% 1,000,000,000 47.87% 1,128,000,000 54.00% 703,900,300 33.70% 2,088,807,500 100.0%	Immediately following Completion (assuming none of the outstanding GLCH Warrants have been exercised) Number of GLCH Shares Approximate % of issued GLCH Shares 255,121,200 12.21% 833,000 0.04% 833,000 0.04% 256,787,200 12.29% 120,000 0.01% 128,000,000 6.13% 1,000,000,000 47.87% 1,128,000,000 54.00% 703,900,300 33.70% 2,088,807,500 100.0%
			12.29% 0.01% 6.13% 47.87%
			54.00% 33.70%
			100.0%

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LETTER FROM THE BOARD

Notes:

Mr. Lo Kam Hon, Gary passed away on 1 March 2016. Mr. Lo Kam Hon, Gary remained a registered shareholder before his death and his GLCH Shares cannot be dealt with until the probate is duly granted by the court.
The Subscriber is a direct wholly-owned subsidiary of the Company.

As at the Latest Practicable Date, apart from the GLCH Warrants, GLCH has no other outstanding warrants, options, derivatives, convertibles or other securities in issue which may confer any rights to the holder(s) thereof to subscribe for, convert or exchange into the GLCH Shares.

INFORMATION ON THE SUBSCRIBER/THE OFFEROR

The Subscriber is an investment holding company incorporated in the BVI and a direct wholly-owned subsidiary of the Company. The Company, through its subsidiaries, is a CRM outsourcing service provider which principally engages in the provision of inbound and outbound services to companies in various service-oriented industries and the research and development, production and sales of RF-SIM products and the licensing of RF-SIM operation rights in markets other than Hong Kong and Macau as well as the research and development and technology transfer of CA-SIM application right to customers.

INFORMATION ON GLCH GROUP

GLCH is an investment holding company incorporated in the Cayman Islands with limited liability whose issued GLCH Shares are listed on GEM (Stock Code: 8060). Through its subsidiaries, GLCH is principally engaged in provision of train information systems, and development of various community mobile internet applications and related services through the licensed utilization of the CA-SIM patented technology.

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LETTER FROM THE BOARD

The following table is a summary of certain consolidated financial information of GLCH Group for the three financial years ended 31 March 2013, 31 March 2014 and 31 March 2015, for the six months ended 30 September 2015 and for the nine months ended 31 December 2015.

				Six months	Nine months
	Year ended	Year ended	Year ended	ended	ended
	31 March	31 March	31 March	30 September	31 December
	2013	2014	2015	2015	2015
	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000
	(audited)	(audited)	(audited)	(unaudited)	(unaudited)
Revenue	121,120	68,133	75,427	20,589	37,984
Profit/(loss)
before taxation	23,584	(53,042)	(41,926)	(9,993)	(13,208)
Profit/(loss) after
taxation
attributable to
equity
shareholders of
GLCH	19,267	(56,809)	(42,462)	(9,993)	(13,208)

The unaudited net assets value attributable to equity shareholders of GLCH as at 30 September 2015 was approximately HK$76,029,000. Please refer to “Appendix II – Financial information of GLCH Group” to this circular for more details on the financial information of GLCH Group.

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION AND THE OFFER

As disclosed in the section headed “Information on GLCH Group” above, GLCH has recorded loss since the financial year ended 31 March 2014. For the nine months ended 31 December 2015, GLCH Group recorded loss for the period attributable to equity shareholders of GLCH of approximately HK$13.2 million, which is more than three times of the loss for the corresponding period in 2014. For the six months ended 30 September 2015, GLCH had net cash used in operating activities of approximately HK$5.1 million. The cash and bank balances of GLCH Group as at 30 September 2015 were approximately HK$12.6 million.

According to the interim report of GLCH for the six months ended 30 September 2015, GLCH Group recorded decline in revenue by approximately 53% as compared with the corresponding period in 2014 due to the postponed delivery of equipment under the passenger information system supply contracts signed in the previous two years for the Shenzhen project, the Hangzhou project and the Ankara project in Turkey due to reasons of the project owners. Besides, train information systems under newly signed subway

– 15 –

LETTER FROM THE BOARD

projects in cities including Guangzhou and Wuhan were pending delivery. In addition, GLCH Group experienced a decrease in sales prices of the products due to intense market competition. As the major costs of GLCH Group, including but not limited to research and development expenses and production costs, are relatively fixed expenses in nature, the decrease in sales prices of the products resulted in gross loss and net loss for the period. At the same time, the core business of GLCH Group, namely the train information system solutions for urban rail transit, had the chronic problem of a substantial amount of past-due receivables and relevant expenses for the provision of warranty regarding post-sales services for an extended period of time, which had continuously imposed pressure to the operating cashflow of GLCH. To the best knowledge of the directors of GLCH Group, it is an industry norm to have past-due receivables. It is not uncommon for customers in the industry, principally the train manufacturers in the PRC, to settle the receivables beyond the credit period. In view of this, GLCH has maintained more frequent communications with the customers to speed up the receivables collection and the situation has been gradually improving since the third quarter of the financial year ending 31 March 2016. According to the third quarterly report of GLCH for the nine months ended 31 December 2015, the revenue of GLCH Group for the three months ended 31 December 2015 has been improved due to increased sales of replacement items and enhancement in the speed of delivering passenger information system for Hangzhou Line 2, Shenzhen Line 1, Dongguan Line 2, Fuzhou Line and Guangzhou Line 7. Despite the improvement in sales, GLCH Group still recorded gross loss for the three months ended 31 December 2015 as the low price of goods delivered was unable to offset the research and development expenses and production costs incurred.

The Company, the holding company of the Offeror, is interested in 128,000,000 GLCH Shares, representing approximately 11.76% of the entire issued share capital of GLCH as at the Latest Practicable Date. As stated in the announcement of the Company dated 23 December 2014, the Company entered into the Assignment with GLCH on 23 December 2014, pursuant to which the Company has agreed to assign the Application Rights to GLCH and its subsidiaries throughout the Territory for a consideration of HK$32,000,000, which has been satisfied by GLCH by the allotment and issue of 128,000,000 GLCH Shares currently held by the Company. Pursuant to the Assignment, the Company is the proprietor of the CA-SIM and has agreed to assign to GLCH and its subsidiaries its sole and exclusive right for certain applications of the CA-SIM throughout the Territory on the terms and conditions set out in the Assignment. As stated in the interim report of GLCH for the six months ended 30 September 2015, GLCH Group continued to use the CA-SIM technology patents to collaborate with the local government in carrying out information management in the Territory regarding the real-name system for temporary migrant population. During the six months ended 30 September 2015, GLCH Group undertook substantive work in relation to the planning towards a “Smart City” by the local government and information collection, management, services and future long-term operation and maintenance of the project. In order to achieve full range adaptability and scalability in the application of the system, GLCH has set up the system and the terminals, network and other components innovatively based on government requirements by paying close attention to the actual circumstances of using the system, the outcome of which has satisfied the requirements of all parties. As stated in the third quarterly report of GLCH for the nine months ended 31 December 2015, GLCH Group has delivered the mobile online apps and value-added services to some of the target users during the three months ended 31 December 2015 and it is expected that the outstanding application experience will acquire more users.

Since the Ministry of Housing and Urban-Rural Development of the PRC published the Notice of Developing National Smart City Pilots in December 2012, there have been 290 national “Smart City” pilots. In 2015, the PRC government has introduced a number of measures, including Guidance Letter to “Internet Plus” Development, “Made-in-China

– 16 –

LETTER FROM THE BOARD

2025”, Platform to Promote Development of Big Data, Promoting Innovative Development of Cloud Computing, Green Data Center Pilots, etc. Besides, during the period of 13th Five-Year Planning (2016-2020), the economic development of the PRC is expected to be in “new normal” pattern and is exploring new dynamics. Driven by the implementation of these measures, “Smart City” is the best combination of new urbanization and information technology, and will support the local governments to accelerate technology innovation, transform the development model and promote optimization and upgrading of economy structure. In 2015, the National Development and Reform Commission of the PRC, the Ministry of Finance of the PRC and local governments cooperatively introduced relevant policies to build the Public-Private-Partnership (“ PPP ”) model as an important investment and financing model to construct “Smart Cities”. In December 2015, the investment amount of demonstrated and recommended PPP projects nationwide has reached approximately RMB4.95 trillion. Therefore, there is ample room for growth and opportunities for the “Smart City” business of GLCH Group.

In view of the above, it is the intention of the Offeror, together with the Company, to further increase its shareholding in GLCH by acquiring majority voting rights in GLCH upon Completion, being not less than 51% of the enlarged issued share capital of GLCH, through the Subscription as (i) the Offeror considers it is more effective for it to push forward and execute business plans and strategies to improve and develop the existing businesses of GLCH, in particular the development of the “Smart City” by using the CA-SIM technology assigned by the Company; and (ii) the Subscription will provide immediate cash for GLCH to improve its liquidity and financial position, in particular, the working capital and cash flow position of GLCH Group.

Taking into account that (i) the Company will acquire absolute control in GLCH upon Completion which facilitates the Company to push forward and execute business plans and strategies of GLCH; (ii) the Company can leverage its knowledge on CA-SIM technology to further improve and develop the “Smart City” business of GLCH Group with promising prospect and growth potential as discussed above; and (iii) the Subscription Price represents discount to the prevailing market price of the GLCH Shares, the Board is of the view that the terms of the Subscription Agreement are fair and reasonable and are on normal commercial terms and that the Subscription and the Offer are in the interests of the Company and the Shareholders as a whole.

OFFEROR’S INTENTION ON GLCH GROUP

It is the intention of the Offeror to continue with the existing principal businesses of GLCH Group. The Offeror will conduct a more detailed review on the operations of GLCH Group with a view to formulate a suitable business strategy for GLCH and will explore other business opportunities and consider whether any assets and/or business acquisitions by GLCH Group will be appropriate in order to enhance its growth. As at the Latest Practicable Date, the Offeror has no intention or concrete plans for any acquisition or disposal of assets and/or business by GLCH Group and has no intention to (i) discontinue the employment of any employees of GLCH Group (save for a change in the composition of the GLCH Board as discussed below); (ii) redeploy the fixed assets of GLCH Group other than those in its ordinary and usual course of business; or (iii) introduce any major changes in the existing operations and business of GLCH.

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LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPOSITION OF THE GLCH BOARD

The GLCH Board is currently made up of six directors, comprising two executive directors, namely Mr. Ma Yuanguang and Mr. Hu Tiejun; one non-executive director, namely Mr. Wing Kee Eng, Lee; and three independent non-executive directors, namely Mr. Liu Kejin, Professor Lu Ting Jie and Mr. Leung Kwok Keung.

After the despatch of the Composite Document, the Offeror will nominate new director(s) to the GLCH Board, representing a majority of the GLCH Board. Any changes to the composition of the GLCH Board will be made in compliance with the memorandum and articles of association of GLCH, the Takeovers Code and the GEM Listing Rules and a further announcement will be made accordingly.

MAINTENANCE OF THE LISTING STATUS OF GLCH

The Offeror intends to maintain the listing of the GLCH Shares on GEM after the close of the Offer and will undertake to the Stock Exchange to take appropriate steps as soon as possible following the close of the Offer to ensure that a sufficient public float exists for the GLCH Shares.

The Stock Exchange has stated that if, upon the close of the Offer, less than the minimum prescribed percentage applicable to GLCH, being 25%, of the issued GLCH Shares are held by the public or if the Stock Exchange believes that (i) a false market exists or may exist in the trading of the GLCH Shares; or (ii) there are insufficient GLCH Shares in public hands to maintain an orderly market, then it will consider exercising its discretion to suspend trading in the GLCH Shares under the GEM Listing Rules.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios (as defined under the Listing Rules) in respect of the Subscription and the Offer (on an aggregate basis) are more than 25% but less than 100%, the Subscription and the Offer together constitute a major transaction on the part of the Company under Chapter 14 of the Listing Rules, which is subject to the reporting, announcement and shareholders’ approval requirements of the Company under the Listing Rules.

– 18 –

LETTER FROM THE BOARD

The Company has obtained a written approval for the Subscription and the Offer in accordance with Rule 14.44 of the Listing Rules from closely allied group of Shareholders comprising Mr. Li Kin Shing, Ms. Kwok King Wa and Ever Prosper International Limited. Ever Prosper International Limited is a company incorporated in the BVI with limited liability and is owned as to 50% by Mr. Li Kin Shing, 46.5% by Ms. Kwok King Wa and 3.5% by Ms. Li Yin. Mr. Li Kin Shing is the chairman and an executive Director; Ms. Kwok King Wa is the spouse of Mr. Li Kin Shing; and Ms. Li Yin is an executive Director and the sister of Mr. Li Kin Shing. As at the Latest Practicable Date, (i) 2,052,000,000 Shares were held by Ever Prosper International Limited; (ii) 1,150,470,000 Shares were held by Mr. Li Kin Shing in person; and (iii) 3,122,430,000 Shares were held by Ms. Kwok King Wa in person. As such, Mr. Li Kin Shing, Ms. Kwok King Wa and Ever Prosper International Limited are beneficially interested in an aggregate of 6,324,900,000 Shares, representing approximately 69.63% of the issued share capital of the Company as at the Latest Practicable Date. No Shareholder is required to abstain from voting if an extraordinary general meeting is convened to approve the Subscription and the Offer. As such, no extraordinary general meeting will be convened for the purpose of approving the Subscription and the Offer as permitted under Rule 14.44 of the Listing Rules.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information contained in the appendices to this circular.

By order of the Board International Elite Ltd. Li Kin Shing Chairman

– 19 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL INFORMATION OF THE GROUP

The audited consolidated financial statements of the Group for the year ended 31 December 2012 has been set out in pages 35 to 91 of the 2012 annual report of the Company available on the Stock Exchange’s website (http://www.hkexnews.hk/listedco/listconews/SEHK/2013/0422/LTN20130422079.pdf).

The audited consolidated financial statements of the Group for the year ended 31 December 2013 has been set out in pages 35 to 87 of the 2013 annual report of the Company available on the Stock Exchange’s website (http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0416/LTN20140416533.pdf). The audited consolidated financial statements of the Group for the year ended 31 December 2014 has been set out in pages 34 to 87 of the 2014 annual report of the Company available on the Stock Exchange’s website (http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0429/LTN20150429011.pdf).

The unaudited condensed consolidated financial statements of the Group for the six months ended 30 June 2015 has been set out in pages 2 to 22 of the 2015 interim report of the Company available on the Stock Exchange’s website (http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0925/LTN20150925017.pdf).

2. INDEBTEDNESS STATEMENT

Financial guarantee

At the close of business on 31 January 2016, being the latest practicable date for the purpose of this indebtedness statement, the Enlarged Group had the following financial guarantee contact:

HK$

Guarantee for a purchase contract 1,198,565

At the close of business on 31 January 2016, the Enlarged Group had financial guarantee of HK$1,198,565 granted by a bank relating to a purchase contract with a third party.

For the purpose of preparing the indebtedness of the Enlarged Group, translation of amounts in RMB into HK$ has been made at the exchange rate of HK$1 = RMB0.845, the respective closing rate as at 31 January 2016.

Save as aforesaid and apart from intragroup liabilities, as at the close of business on 31 January 2016, the Enlarged Group did not have any (i) material debt securities issued and outstanding, and authorised or otherwise created but unissued, or term loans; or (ii) other borrowings or indebtedness in the nature of borrowing of the Enlarged Group including bank overdrafts and liabilities under acceptance (other than normal trade bills) or acceptance credits or hire purchases commitments; or (iii) outstanding mortgages and charges; or (iv) contingent liabilities or guarantees.

3. WORKING CAPITAL

The Directors are of the opinion that, taking into account the financial resources available to the Enlarged Group upon completion of the Subscription and the Offer, in the absence of unforeseen circumstances, the Enlarged Group will have sufficient working capital for its requirements for at least the next 12 months from the date of this circular.

– I-1 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

FINANCIAL AND TRADING PROSPECTS OF THE GROUP

CRM Service Business

The Group continues to provide services to established telecommunications service providers and seek further cooperation with customers in the telecommunications industry, as well as business opportunities with other telecommunications service providers. At the same time, the Group continues to develop its non-telecommunications customer base through active negotiation with potential customers in various industries such as finance, broadcast communication, social welfare, food and beverage, slimming and beauty shops, education and information technology. The Group has also initiated the development and promotion of the People’s Welfare Card in Panyu Region of the PRC pursuant to a five-year cooperation agreement entered into with Guangzhou Xinghai Digital Television Golden Card Co., Ltd. (廣州星海數字電視金卡有限公司) in 2014.

China strives its main efforts to cultivate services outsourcing industry and the CRM services provided by the Group is one of the essential expressions of that. According to the domestic commerce operation situation announcement issued by China’s Ministry of Commerce for the six months ended 30 June 2015, contract amount of services outsourcing industry has reached 54.79 billion US dollars, slightly increased by 4.9% compared to that of the same period of last year, in which the overall growth of the outsourcing business services is slowing down in China. With the government’s “Internet Plus” strategy, innovative integration between Internet and service industry has been coming along. Under such innovative services outsourcing industry environment in China, the management believes that the Group can increase its penetration in the China market and explore the possibility of developing non-telecommunications markets. Under China’s scientific and technological innovative environment, including, but not limited to, mature 4G mobile communications, the penetration of mobile internet application into everyday life, the Directors anticipate that there will be more opportunities emerged in the market of China and for the business development of the Group.

In addition, the Group has been constantly seeking business improvement and working out plans on launching new services, new programs and entering into new markets. In the near future, the Group is going to launch a new WiFi service named Mzone, which is a WiFi access based on wireless access points providing its users high speed data communication services, including but not limited to Net surfing, Cloud game, Cloud media, SNS chat. With the strong operating team and developed and advanced in-house technologies of the Group, both CRM and evolution gaining increasing recognition, the Directors anticipate that there will be a growing demand for quality intelligent CRM outsourcing solution from various industries in local and overseas markets. The Directors are confident that the Group can capture the lucrative opportunities provided by these future growth drivers.

– I-2 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

RF-SIM Business

The Group is extending its product portfolio with new product line and licensing programs which can continue to meet the requirements from both the market as well as the customers, and to arouse new demand for the Group’s products. These initiatives to extend the Group’s product portfolio and to explore international markets will be a challenge for the Group but the Group will continue to pursue with a proper risk assessment and management philosophy in place. The Group is expecting revenue to be generated from the following signed agreements or Memorandum of Understanding in the near future:-

on 30 March 2015, the Group entered into a five-year strategic cooperative agreement with Beijing Shuntiantong Property Management Co., Ltd. (北京順天通物業管理有限公司) in respect of collaboration on development of application platform with the use of CA-SIM technology for the Smart Beijing Tiantongyuan Community (北京天通苑智慧社區);
on 31 March 2015, the Group entered into a Memorandum of Understanding with China Smartpay Group Holdings Limited (中國支付通集團控股有限公司) as assignee, in relation to the proposed assignment of sole and exclusive rights for the use of CA-SIM for payment applications in the Panyu Region of Guangdong Province;
on 28 July 2015, the Group entered into a Strategic Cooperative Agreement, with the Cable Television Working Committee of China Alliance of Radio, Film and Television (中國廣播電影電視社會組織聯合會有線電視工作委員會) in respect of collaboration on the development of CA-SIM’s authentication and protection platform of the copyright of the digital content on cable television and internet.

The Group considers that the Subscription and the Offer represent a good opportunity for the Group as it can leverage its knowledge on CA-SIM technology to further improve and develop the “Smart City” business of GLCH Group, which is consistent with the overall strategy of the Group for its RF-SIM business.

FINANCIAL EFFECT OF THE SUBSCRIPTION AND THE OFFER

Assets

Based on the unaudited pro forma financial information of the Enlarged Group as set out in Appendix III to this circular, assuming the completion of the Subscription and the Offer take place on 30 June 2015, the unaudited pro forma consolidated total assets of the Enlarged Group as at 30 June 2015 would increase to approximately HK$875.4 million.

– I-3 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Liabilities

Based on the unaudited pro forma financial information of the Enlarged Group as set out in Appendix III to this circular, assuming the completion of the Subscription and the Offer take place on 30 June 2015, the unaudited pro forma consolidated total liabilities of the Enlarged Group as at 30 June 2015 would increase to approximately HK$70.0 million.

Earnings

Upon completion of the Subscription and the Offer, GLCH will become a subsidiary of the Company and the financial results of the GLCH Group will be consolidated into the financial statements of the Company. Despite the GLCH Group is recently loss making, after taking into account the potential future prospects and synergies offered by the Subscription and the Offer as stated in the paragraph headed “Reasons for and benefits of the Subscription and the Offer” in the Letter from the Board of this circular, the Directors are of the view that the Subscription and the Offer will be a positive contribution to the Group in the long run. However, the actual effect on earnings will depend on the future financial performance of the GLCH Group.

– I-4 –

APPENDIX II

FINANCIAL INFORMATION OF GLCH GROUP

1. FINANCIAL INFORMATION OF GLCH GROUP

The published financial statements of GLCH Group for each of the three years ended 31 March 2015 and the nine months ended 31 December 2015 (“ GLCH Group Financial Statements ”) are available in the annual reports, interim report and quarterly report of GLCH as follow:

The audited consolidated financial statements of GLCH Group for the year ended 31 March 2013 has been set out in pages 29 to 87 of the 2012/13 annual report of GLCH available on the Stock Exchange’s website (http://www.hkexnews.hk/listedco/listconews/GEM/2013/0628/GLN20130628175.pdf)
The audited consolidated financial statements of GLCH Group for the year ended 31 March 2014 has been set out in pages 27 to 87 of the 2013/14 annual report of GLCH available on the Stock Exchange’s website (http://www.hkexnews.hk/listedco/listconews/GEM/2014/0630/GLN20140630009.pdf)
The audited consolidated financial statements of GLCH Group for the year ended 31 March 2015 has been set out in pages 27 to 86 of the 2014/15 annual report of GLCH available on the Stock Exchange’s website (http://www.hkexnews.hk/listedco/listconews/GEM/2015/0630/GLN20150630005.pdf)
The unaudited condensed consolidated financial statements of GLCH Group for the six months ended 30 September 2015 has been set out in pages 3 to 12 of the 2015/16 interim report of GLCH available on the Stock Exchange’s website (http://www.hkexnews.hk/listedco/listconews/GEM/2015/1112/GLN20151112053.pdf)
The unaudited condensed consolidated financial statements of GLCH Group for the three and the nine months ended 31 December 2015 has been set out in pages 3 to 6 of the 2015/16 third quarterly report of GLCH available on the Stock Exchange’s website (http://www.hkexnews.hk/listedco/listconews/GEM/2016/0211/GLN20160211017.pdf)

The GLCH Group Financial Statements have been prepared in accordance with Hong Kong Financial Reporting Standards (“ HKFRS ”) while the financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (“ IFRS ”). The Directors, after consulting with PricewaterhouseCoopers, the auditor of the Company, confirm that the accounting policies adopted in the preparation of the GLCH Group Financial Statements do not differ in any material respect from the accounting policies adopted by the Group.

– II-1 –

APPENDIX II

FINANCIAL INFORMATION OF GLCH GROUP

2. MANAGEMENT DISCUSSION AND ANALYSIS OF GLCH GROUP

The management discussion and analysis of the results of GLCH Group in relation to the matters set out in paragraph 32 of Appendix 16 of the Listing Rules for the three years ended 31 March 2015 and the six months ended 30 September 2015 are available in the relevant published annual reports and interim report of GLCH as follows:

The management discussion and analysis of GLCH Group for the year ended 31 March 2013 has been set out in pages 5 to 9 of the 2012/13 annual report of GLCH available on the Stock Exchange’s website (http://www.hkexnews.hk/listedco/listconews/GEM/2013/0628/GLN20130628175.pdf)
The management discussion and analysis of GLCH Group for the year ended 31 March 2014 has been set out in pages 5 to 9 of the 2013/14 annual report of GLCH available on the Stock Exchange’s website (http://www.hkexnews.hk/listedco/listconews/GEM/2014/0630/GLN20140630009.pdf)
The management discussion and analysis of GLCH Group for the year ended 31 March 2015 has been set out in pages 6 to 11 of the 2014/15 annual report of GLCH available on the Stock Exchange’s website (http://www.hkexnews.hk/listedco/listconews/GEM/2015/0630/GLN20150630005.pdf)
The management discussion and analysis of GLCH Group for the six months ended 30 September 2015 has been set out in pages 13 to 16 of the 2015/16 interim report of GLCH available on the Stock Exchange’s website (http://www.hkexnews.hk/listedco/listconews/GEM/2015/1112/GLN20151112053.pdf)

– II-2 –

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

==> picture [67 x 49] intentionally omitted <==

INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

TO THE DIRECTORS OF INTERNATIONAL ELITE LTD.

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of International Elite Ltd. (the “ Company ”) and its subsidiaries (collectively the “ Group ”) and Global Link Communications Holdings Limited and its subsidiaries (the “ Target Group ”) (collectively the “Enlarged Group) by the directors for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma statement of assets and liabilities as at 30 June 2015, and related notes (the “ Unaudited Pro Forma Financial Information ”) as set out on pages III-4 to III-6 of the Company’s circular dated 30 March 2016, in connection with the proposed acquisition of the Target Group (the “ Transaction ”) by the Company. The applicable criteria on the basis of which the directors have compiled the Unaudited Pro Forma Financial Information are described on pages III-4 to III-6.

The Unaudited Pro Forma Financial Information has been compiled by the directors to illustrate the impact of the Transaction on the Group’s financial position as at 30 June 2015 as if the Transaction had taken place at 30 June 2015. As part of this process, information about the Group’s financial position has been extracted by the directors from the Group’s financial statements for the period ended 30 June 2015, on which no audit or review report has been published.

Directors’ Responsibility for the Unaudited Pro Forma Financial Information

The directors are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” (“ AG 7 ”) issued by the Hong Kong Institute of Certified Public Accountants (“ HKICPA ”).

Our Independence and Quality Control

We have complied with the independence and other ethical requirement of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

– III-1 –

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

Our firm applies Hong Kong Standard on Quality Control 1 issued by the HKICPA and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountant’s Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 “Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus”, issued by the HKICPA. This standard requires that the reporting accountant plans and performs procedures to obtain reasonable assurance about whether the directors have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information.

The purpose of unaudited pro forma financial information included in a circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the Transaction at 30 June 2015 would have been as presented.

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

The related pro forma adjustments give appropriate effect to those criteria; and
The unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

– III-2 –

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

The procedures selected depend on the reporting accountant’s judgment, having regard to the reporting accountant’s understanding of the nature of the company, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the unaudited pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

(a) the Unaudited Pro Forma Financial Information has been properly compiled by the directors of the Company on the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

PricewaterhouseCoopers

Certified Public Accountants

Hong Kong, 30 March 2016

– III-3 –

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

Unaudited Pro Forma Consolidated Statement of Adjusted Assets and Liabilities of the Enlarged Group

ASSETS Non-current assets Property, plant and equipment Intangible assets Deferred tax assets Available-for-sale financial assets Goodwill Current assets Inventories Trade and other receivables Cash and cash equivalents Total assets LIABILITIES Non current liabilities Deferred income tax liabilities Provision for long service payments Current liabilities Trade and other payables Provision Current income tax liabilities Total liabilities Net assets	Unaudited consolidated statement of assets and liabilities of the Group as at 30 June 2015 HK$’000 (Note 1) 61,276 13,896 1,258 57,600 – 134,030 - - - - - - - - 44,947 129,310 454,593 628,850 - - - - - - - - 762,880 3,538 – 3,538 - - - - - - - - 22,280 – 6,576 28,856 - - - - - - - - 32,394 730,486	Pro forma adjustments Unaudited consolidated statement of assets and liabilities of the Target Group as at 30 September 2015 Other pro forma adjustments HK$’000 HK$’000 HK$’000 (Note 2) (Note 3) (Note 4) 2,020 30,062 – – (57,600) – 138,461 32,082 - - - - - - - - - - - - - - - - - - - - - - - - - - - 22,802 41,069 12,619 (76,865) 76,490 - - - - - - - - - - - - - - - - - - - - - - - - - - - 108,572 – 56 56 - - - - - - - - - - - - - - - - - - - - - - - - - - - 14,428 5,000 10,539 7,545 32,512 - - - - - - - - - - - - - - - - - - - - - - - - - - - 32,568 76,004	Unaudited pro forma statement of adjusted assets and liabilities of the Enlarged Group HK$’000 63,296 43,958 1,258 – 138,461
			246,973 - - - - - - - - 67,749 170,379 390,347
			628,475 - - - - - - - -
			875,448

			3,538 56
			3,594 - - - - - - - - 41,708 10,539 14,121
			66,368 - - - - - - - -
			69,962

			805,486

– III-4 –

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

Notes to the Unaudited Pro Forma Financial Information of the Enlarged Group

The balances are extracted from the unaudited condensed consolidated statement of financial position of the Group as at 30 June 2015 set out in the Company’s published interim report for the six months ended 30 June 2015.
The balances are extracted from the unaudited condensed consolidated statement of financial position of the Target Group as at 30 September 2015 set out in the Company’s published interim report for the six months ended 30 September 2015.
The identifiable assets and liabilities of the Target Group acquired by the Group will be accounted for in the consolidated financial statements of the Enlarged Group at fair value under acquisition accounting in accordance with International Financial Reporting Standard 3 (Revised) “Business Combinations” (“ IFRS 3 ”) issued by the International Accounting Standards Board.

For the purpose of the Unaudited Pro Forma Financial Information, the allocation of the purchase price is determined based on the Directors’ estimates of the fair values of the identifiable assets and liabilities of the Target Group as at 30 September 2015, and it is assumed that the fair values of the identifiable assets and liabilities of the Target Group approximate to their carrying amounts as at 30 June 2015. The consideration of the Subscription Shares is assumed to be the fair value as if the Subscription had been completed on 30 June 2015.

Upon the completion of the Subscription, the Group will be required to make an unconditional mandatory cash general offer to acquire all the issued shares of the Target Group (other than those already owned or agreed to be acquired by the Group and parties acting in concert with it) pursuant to Rule 26.1 of the Takeovers Code (the “ Offer ”). 960,807,500 shares of the Target Group will be subject to the Offer (the “ Offer Shares ”) and total consideration would be approximately HK$76,865,000 on the basis of full acceptances of the Offer. The existing shareholders of the Target Company may or may not accept the Offer.

Assuming the completion of the Subscription and the Offer had taken place as at 30 June 2015 and all existing shareholders of the Target Group had accepted the Offer, inclusive of the 11.76% interest originally held by the Group as an available-for-sale asset and valued at HK$57,600,000 as at that date and the completion of the Subscription and the Offer, the Group would be interested in a total of 2,088,807,500 ordinary shares of the Target Group, representing 100% of the issued share capital of the Target Group. Goodwill arising from the Subscription and the Offer would be as follows:

Goodwill arising from the Subscription and the Offer: Cash consideration to acquire – Subscription Shares – Offer Shares 128,000,000 shares of the Target Group originally held by the Group Less: fair value of the identifiable net assets of the Target Group	HK$’000 80,000 76,865 57,600
	214,465 (76,004)
	138,461

– III-5 –

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

Assuming the completion of the Subscription and the Offer had taken place as at 30 June 2015 and no existing shareholders of the Target Group had accepted the Offer, inclusive of the 11.76% interest originally held by the Group as an available-for-sale asset and valued at HK$57,600,000 as at that date and the completion of the Subscription and the Offer, the Group would be interested in a total of 1,128,000,000 ordinary shares of the Target Group, representing approximately 54.00% of the issued share capital of the Target Group. Goodwill arising from the Subscription would be as follows:

Goodwill arising from the Subscription: Cash consideration to acquire – Subscription Shares 128,000,000 shares of the Target Group originally held by the Group Less: 54% share of fair value of the identifiable net assets of the Target Group	HK$’000 80,000 57,600
	137,600 (41,042)
	96,558

When preparing the Unaudited Pro Forma Financial Information, the Directors made preliminary assessment with reference to International Accounting Standard 36 “Impairment of Assets” issued by the International Accounting Standards Board as to whether there is any impairment of goodwill arising from the completion of the Subscription and the Offer. Based on such assessment, the Directors did not identify any such impairment. Such goodwill arising from the Subscription and the Offer represents the following benefits and synergy on the Enlarged Group. Leveraging on the Target Group’s previous successful experience on the implementation of the “access” application in certain housing estates in Panyu Region, the Group would be able to enhance its development of the mobile payment technology and implement such technologies in other applications in Panyu region. In addition, through initiatives such as collaboration with the local government, such additional applications would enable the Enlarged Group to establish systems for the purposes of information collection, management, services, thereby pushing forward and executing its business plan on “Smart City” projects in other cities in the PRC.

Goodwill arising from the completion of the Subscription and the Offer that will be initially recognised in the Group’s consolidated financial statements will be determined in accordance with IFRS 3 based on the fair values of the acquired assets and liabilities at the date of completion. The Directors will follow the Group’s accounting policies in respect of assets impairment assessment, including the assessment of the impairment of goodwill arising from the completion of the Subscription and the Offer when preparing the Group’s consolidated financial statements in the future.

The adjustment represents the estimated transaction costs of approximately HK$5,000,000 which are mainly professional fees payable by the Group in connection with the transaction.
Other than the above adjustments, no adjustments have been made to the unaudited pro forma consolidated statement of assets and liabilities of the Enlarged Group to reflect any trading results or other transactions of the Group entered into subsequent to 30 June 2015 and of the Target Group entered into subsequent to 30 September 2015.

– III-6 –

APPENDIX IV

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(i) Directors’ and chief executives’ interests and short positions in securities of the Company and its associated corporations

As at the Latest Practicable Date, interests and short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) of the Directors and chief executives of the Company which have been notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which were taken or deemed to have under such provisions of the SFO) or have been entered in the register maintained by the Company pursuant to section 352 of the SFO, or otherwise have been notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the “ Model Code ”) are as follows:

Long Positions in Underlying Shares of the Company

Company/ Associated corporation Name of Directors Mr. Li Kin Shing Company_(Note 1) Mr. Li Wen Company(Note 2) Mr. Wong Kin Wa Company Ms. Li Yin Company(Note 3) Mr. Li Kin Shing Ever Prosper International Limited (“Ever Prosper”) (Note 4) Ms. Kwok King Wa Ever Prosper (Note 4) Ms. Li Yin Ever Prosper (Note 3)_	Number of shares held Personal Interests Family Interests Corporate Interests Total of Interests Percentage of Equity 1,150,470,000 3,122,430,000 2,052,000,000 6,324,900,000 69.63% 36,900,000 – – 36,900,000 0.41% 15,000,000 – – 15,000,000 0.17% – – – – – 500 465 – 965 96.5% 465 500 – 965 96.5% 35 – – 35 3.5%

– IV-1 –

APPENDIX IV

GENERAL INFORMATION

Notes:

The 2,052,000,000 Shares are held by Ever Prosper, which is held as to 50% and 46.5% by Mr. Li Kin Shing and Ms. Kwok King Wa respectively. The 3,122,430,000 Shares are held by Ms. Kwok King Wa in person. Mr. Li Kin Shing is the spouse of Ms. Kwok King Wa. Accordingly, Mr. Li Kin Shing is deemed to be interested in the 6,324,900,000 Shares under the SFO.
The 36,900,000 Shares are held by Mr. Li Wen in person.
Ms. Li Yin, the sister of Mr. Li Kin Shing, holds 3.5% of the issued share capital of Ever Prosper, which in turn holds 22.59% of the issued share capital of the Company. Therefore, she will have an attributable interest of 0.79% of the issued share capital of the Company.
Mr. Li Kin Shing holds 500 shares of Ever Prosper in person, with the nominal value US$1 per share. The 465 shares of Ever Prosper is held by Ms. Kwok King Wa in person. Ms. Kwok King Wa is the spouse of Mr. Li Kin Shing. Accordingly, each of Mr. Li Kin Shing and Ms. Kwok King Wa is deemed to be interested in the 965 shares of Ever Prosper under each other’s name under the SFO.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor chief executives of the Company had any interests or short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

(ii) Persons who have interests or short positions which are discloseable under Divisions 2 and 3 of Part XV of the SFO

As at the Latest Practicable Date, so far as is known to the Directors, the following persons (not being a Director or chief executive of the Company) had interests or short positions in the Shares or underlying Shares of the Company which fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company pursuant to section 336 of the SFO were as follows:

Long Position in the Shares

			Approximate
			percentage
Name	Capacity	Number of Shares	of interests
Ever Prosper	Beneficial owner	2,052,000,000_(Note 1)_	22.59%
Jovial Elite Limited	Beneficial owner	900,000,000_(Note 2)_	9.91%
Glory Moment Investments Ltd.	Beneficial owner	840,000,000_(Note 3)_	9.25%

Notes:

The 2,052,000,000 Shares are held by Ever Prosper, which is held as to 50%, 46.5% and 3.5% by Mr. Li Kin Shing, Ms. Kwok King Wa and Ms. Li Yin respectively. Mr. Li Kin Shing is the spouse of Ms. Kwok King Wa; and Ms. Li Yin is the sister of Mr. Li Kin Shing.

– IV-2 –

APPENDIX IV

GENERAL INFORMATION

According to the notice filed by Jovial Elite Limited, Jovial Elite Limited is a wholly owned subsidiary of Hony Capital Fund 2008, L.P.. Hony Capital Fund 2008, L.P. is 100% controlled by Hony Capital Fund 2008 GP, L.P.. Hony Capital Fund 2008 GP, L.P. is 100% controlled by Hony Capital Fund 2008 GP Limited. Hony Capital Fund 2008 GP Limited is 100% controlled by Hony Capital Management Limited. Hony Capital Management Limited is 80% controlled by Hony Managing Partners Limited. Hony Managing Partners Limited is 100% controlled by Mr. Zhao John Huan.
The 840,000,000 Shares are held by Glory Moment Investments Ltd., which is wholly owned by Mr. Fang Shin.

Save as disclosed above, so far as is known to the Directors or chief executive of the Company, as at the Latest Practicable Date, no other person (other than a Director or chief executive of the Company) had, or was deemed or taken to have, an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO.

3. COMPETING INTERESTS

Save as disclosed below, as at the Latest Practicable Date, so far as the Directors were aware, none of the Directors nor their respective associates is considered to have interests in a business that competes or is likely to compete, either directly or indirectly, with the businesses of the Enlarged Group other than those businesses where the Directors have been appointed or were appointed as directors to represent the interests of the Company and/or the Enlarged Group.

Directors’ interest in competing business

In September 2003, Mr. Li Kin Shing, an executive Director and chairman of the Company, acquired 1,150,000 shares in PacificNet Inc. (“ PacificNet ”). PacificNet is a company incorporated in the State of Delaware and listed on the NASDAQ Stock Exchange in the US till August 2012. Based on the last filed quarterly report of PacificNet for the nine months ended 30 September 2008, the shares acquired by Mr. Li Kin Shing represented approximately 7.21% shareholding in PacificNet as of 30 September 2008. According to its financial reports, PacificNet is engaged in the business of providing CRM and outsourcing services, telecommunications value-added services, telecommunications and gaming products and services in Asia. The CRM and outsourcing services provided by PacificNet include business process outsourcing such as CRM centers, CRM and telemarketing services, and IT outsourcing services including software programming and development services. In April 2008, PacificNet consummated the sale of its subsidiary, PacificNet Epro Holdings Limited, which is primarily engaged in the business of providing call centre telecom and CRM services as well as other business outsourcing services in China. However, the Directors consider that it is uncertain as to whether or not PacificNet will continue to develop and/or operate CRM outsourcing services. Accordingly, the Directors are of the view that there is a potential risk that services provided by PacificNet may compete with the services provided by the Group.

– IV-3 –

APPENDIX IV

GENERAL INFORMATION

The Directors confirm that the Group had not experienced any notable customer loss in the past as a result of competition from PacificNet and the Group is capable of carrying on its business independently of and at arm’s length from the business of PacificNet as (i) Mr. Li Kin Shing is only an investor in PacificNet and he has no management role or duty in PacificNet; (ii) to the best knowledge of the Directors, all the directors and senior management of PacificNet are independent of and not connected with any Directors, chief executive and substantial shareholders (as defined under the Listing Rules) of the Company or any of its subsidiaries and their respective associates and the Board operates independently from the board of directors of PacificNet; and (iii) the Group is not operationally or financially dependent on PacificNet. The Directors confirm that Mr. Li Kin Shing has no absolute right to appoint a director in PacificNet. As Mr. Li Kin Shing holds no board representation or management position and only holds a 7.21% minority interest in PacificNet, it is highly unlikely that Mr. Li Kin Shing’s interest in PacificNet would influence the decision-making of the board of directors or management of PacificNet. As such, the Directors are of the view that the Group’s business will not be materially and adversely impacted as a result of Mr. Li Kin Shing’s shareholding interest in PacificNet.

Mr. Li Kin Shing has excluded his interests in PacificNet from the Group since:

the Group is a CRM outsourcing service provider whereas PacificNet is also engaged in the business of providing telecommunications value-added services, telecommunications and gaming products and services as well as IT outsourcing services;
the Group focuses on the Hong Kong, Macau and the PRC markets whereas PacificNet targets customers in the whole Asian market; and
given that Mr. Li Kin Shing only holds approximately 7.21% minority interest without any board representation or management position in PacificNet, injection of his interest in PacificNet into the Group does not provide a material benefit to the Group as a whole.

As at the Latest Practicable Date, Mr. Li Kin Shing confirmed that he had no intention to inject his interest in PacificNet into the Group and he had no intention to increase his shareholding in PacificNet.

Ever Prosper, Mr. Li Kin Shing, Ms. Kwok King Wa and Ms. Li Yin (the “ Covenantors ”) executed a deed of noncompetition undertaking in favour of the Company on 10 October 2007 pursuant to which the Covenantors have undertaken to the Company that in the event the Covenantors were given any business opportunity that is or may involve direct or indirect competition with the business of the Group, the Covenantors shall assist the Company in obtaining such business opportunities in the terms being offered to the Covenantors, or more favourable terms being acceptable to the Company provided that the Covenantors shall not proceed with such opportunity should the Company decline to accept such offer.

– IV-4 –

APPENDIX IV

GENERAL INFORMATION

Competing interests

Directel Limited, a company incorporated in the Cayman Islands, is held as to 50% and 50% by Mr. Li Kin Shing, an executive Director and the Chairman of the Company, and Ms. Kwok King Wa, the spouse of Mr. Li Kin Shing, respectively. According to the Listing Rules, Directel Limited is an associate of Mr. Li Kin Shing and Ms. Kwok King Wa and thus a connected person of the Company.

Directel Limited is the legal and beneficial owner of the RF-SIM intellectual property rights in Hong Kong and Macau. Further, Directel Limited is the licensee of the operation rights of RF-SIM in markets other than the PRC in addition to its owned RF-SIM intellectual property rights in Hong Kong and Macau and it has the right to grant licences of the operation rights of RF-SIM intellectual property rights to others in markets other than the PRC. There is a risk that such services provided by Directel Limited may compete with the services provided by the Enlarged Group as Directel Limited is expected to grant licences of the operation rights of RF-SIM intellectual property rights in other regions in the future.

4. SERVICE CONTRACTS

Each of Mr. Li Kin Shing, Ms. Li Yin, Mr. Wong Kin Wa, Mr. Li Wen, Mr. Chen Xue Dao and Mr. Cheung Sai Ming has entered into a service agreement with the Company for an initial term of three years commencing from 16 October 2013 and shall continue thereafter until terminated by either party giving to the other not less than three month’s prior notice in writing.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors had entered into any service contract with any member of the Company which was not determinable by the Group within one year without payment of compensation (other than statutory compensation).

5. INTEREST IN THE GROUP’S ASSETS OR CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE ENLARGED GROUP

None of the Directors was materially interested, directly or indirectly, in any contract or arrangement entered into by any member of the Enlarged Group which was subsisting as at the Latest Practicable Date and which was significant in relation to the business of the Enlarged Group.

As at the Latest Practicable Date, none of the Directors had any interest, direct or indirect, in any assets which have been, since 31 December 2014 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Enlarged Group, or are proposed to be acquired or disposed of by or leased to any member of the Enlarged Group.

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Enlarged Group subsisting at the date of this circular and which is significant in relation to the businesses of the Enlarged Group.

– IV-5 –

APPENDIX IV

GENERAL INFORMATION

6. LITIGATION

As at the Latest Practicable Date, so far as the Directors are aware, the Enlarged Group was not engaged in any litigation or claims of material importance, and so far as the Directors are aware, no litigation or claims of material importance is pending or threatened against the Enlarged Group.

7. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary source of business carried on or intended to be carried on by members of the Enlarged Group) has been entered into by the Group within the two years immediately preceding the date of this circular and are of a material nature:

(a) the subscription agreements dated 5 August 2014 and entered into between GLCH and each of Mr. Li Wan Jun, Mr. Cao Xiao Ming, Mr. Liang Xuan, Mr. Li Tian Bao, Mr. Ma Yue and Mr. Chen Sen Liang in relation to the subscription of GLCH Warrants. The gross proceeds of the subscriptions were approximately HK$186,000 and the net proceeds of the issue of the GLCH Warrants was nil; and
(b) the Subscription Agreement.

8. MATERIAL ADVERSE CHANGE

On 17 March 2016, the Company published a profit warning announcement, pursuant to which the Group expects to record a significant decrease in profit for the year ended 31 December 2015 as compared to the profit for the year ended 31 December 2014. To the best of the Directors’ knowledge, the significant decrease in profit for the year ended 31 December 2015 was mainly attributable to decrease in technology transfer income as compared to those in the year ended 31 December 2014. Save for the above, as at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2014 (being the date to which the latest published audited accounts of the Company were made up).

9. EXPERTS AND CONSENTS

The following is the qualification of the expert which has given its opinions which are contained in this circular:

Name Qualification PricewaterhouseCoopers Certified Public Accountants

– IV-6 –

APPENDIX IV

GENERAL INFORMATION

As at the Latest Practicable Date, PricewaterhouseCoopers does not have any shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

PricewaterhouseCoopers has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter, opinion, report and references to its name in the form and context in which they are included.

As at the Latest Practicable Date, PricewaterhouseCoopers is not beneficially interested in the share capital of any member of the Group nor had any interest, direct or indirect, in any assets which have been, since 31 December 2014 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

10. GENERAL

(a) The company secretary and the qualified accountant of the Company is Ms. Chan Wai Ching, who is an associate member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants.
(b) The Company’s registered office is at The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, Grand Cayman KY1-1208, Cayman Islands. The head office and principal place of business is at Room 3809-3810, Hong Kong Plaza, 188 Connaught Road West, Hong Kong.
(c) The Hong Kong branch share registrar and transfer office of the Company is Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.
(d) The English text of this circular shall prevail over the Chinese text.

11. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the following documents are available for inspection during normal business hours on any Business Day except on Saturday, Sunday and public holidays at the office of the Company in Hong Kong at Room 3809-3810, Hong Kong Plaza, 188 Connaught Road West, Hong Kong for a period of 14 days from the date of this circular:

(a) the memorandum and articles of association of the Company;
(b) the letter from the Board, the text of which is set out on pages 6 to 19 of this circular;
(c) the annual reports of the Company for the two years ended 31 December 2014;

– IV-7 –

APPENDIX IV

GENERAL INFORMATION

(d) the annual reports of GLCH for the three years ended 31 March 2015, the interim report of GLCH for the six months ended 30 September 2015 and the third quarterly report of GLCH for the three and the nine months ended 31 December 2015;
(e) the report on the unaudited pro forma financial information of the Enlarged Group, the text of which is set out in Appendix III of this circular;
(f) the service contracts referred to in the paragraph headed “Service Contracts” in this appendix;
(g) the material contracts referred to in the paragraph headed “Material Contracts” in this appendix;
(h) the written consent referred to in the paragraph headed “Experts and Consents” in this appendix; and
(i) this circular.

– IV-8 –

AI assistant

Goldstream Investment Limited — Proxy Solicitation & Information Statement 2016

49854_rns_2016-03-29_36fd1b02-fb0c-4cc5-9ea8-f281a7e27856.pdf

INTERNATIONAL ELITE LTD. 精英國際有限公司

MAJOR TRANSACTION

(1) SUBSCRIPTION OF THE SUBSCRIPTION SHARES; AND (2) POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER FOR ALL THE OFFER SHARES IN RELATION TO GLCH

Financial Adviser to the Company and the Offeror

DEFINITIONS

INTERNATIONAL ELITE LTD. 精英國際有限公司

(Stock Code: 1328)

MAJOR TRANSACTION

(1) SUBSCRIPTION OF THE SUBSCRIPTION SHARES; AND (2) POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER FOR ALL THE OFFER SHARES IN RELATION TO GLCH

INTRODUCTION

LETTER FROM THE BOARD

THE SUBSCRIPTION AGREEMENT

Date

Parties

Subscription Shares

Subscription Price

Conditions precedent

Completion

Undertaking

Use of proceeds

POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER

Principal terms of the Offer

Comparison of value

Value of the Offer

Financial resources available to the Offeror

Payment

SHAREHOLDING STRUCTURE OF GLCH

INFORMATION ON THE SUBSCRIBER/THE OFFEROR

INFORMATION ON GLCH GROUP

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION AND THE OFFER

OFFEROR’S INTENTION ON GLCH GROUP

PROPOSED CHANGE OF COMPOSITION OF THE GLCH BOARD

MAINTENANCE OF THE LISTING STATUS OF GLCH

LISTING RULES IMPLICATIONS

ADDITIONAL INFORMATION

1. FINANCIAL INFORMATION OF THE GROUP

2. INDEBTEDNESS STATEMENT

Financial guarantee

3. WORKING CAPITAL

FINANCIAL AND TRADING PROSPECTS OF THE GROUP

CRM Service Business

RF-SIM Business

FINANCIAL EFFECT OF THE SUBSCRIPTION AND THE OFFER

Assets

Liabilities

Earnings

1. FINANCIAL INFORMATION OF GLCH GROUP

2. MANAGEMENT DISCUSSION AND ANALYSIS OF GLCH GROUP

INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

Directors’ Responsibility for the Unaudited Pro Forma Financial Information

Our Independence and Quality Control

Reporting Accountant’s Responsibilities

Opinion

PricewaterhouseCoopers

Unaudited Pro Forma Consolidated Statement of Adjusted Assets and Liabilities of the Enlarged Group

Notes to the Unaudited Pro Forma Financial Information of the Enlarged Group

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(i) Directors’ and chief executives’ interests and short positions in securities of the Company and its associated corporations

Long Positions in Underlying Shares of the Company

(ii) Persons who have interests or short positions which are discloseable under Divisions 2 and 3 of Part XV of the SFO

Long Position in the Shares

3. COMPETING INTERESTS

Directors’ interest in competing business

Competing interests

4. SERVICE CONTRACTS

5. INTEREST IN THE GROUP’S ASSETS OR CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE ENLARGED GROUP

6. LITIGATION

7. MATERIAL CONTRACTS

8. MATERIAL ADVERSE CHANGE

9. EXPERTS AND CONSENTS

10. GENERAL

11. DOCUMENTS AVAILABLE FOR INSPECTION

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Goldstream Investment Limited Proxy Solicitation & Information Statement 2016