Ausupreme International : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

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

If you have sold or transferred all your shares in Ausupreme International Holdings Limited, you should at once hand this circular and the accompanying form of proxy 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.

Ausupreme International Holdings Limited

澳至尊國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2031)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

AND

RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in the lower portion of this cover page shall have the same respective meanings as those defined in the section headed ''DEFINITIONS'' of this circular.

A notice convening the AGM to be held at Room 101, 1/F., First Commercial Building, 33-35 Leighton Road, Causeway Bay, Hong Kong on Friday, 8 September 2017 at 3 : 00 p.m. is set out on pages 15 to 19 of this circular. A form of proxy for use in connection with the AGM is enclosed with this circular. If you are not able to attend the AGM and wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the AGM or its adjournment. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or its adjournment if you so wish. If you attend and vote at the AGM, the authority of your proxy will be revoked.

25 July 2017

Page

DEFINITIONS .... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

LETTER FROM THE BOARD .... ....... ....... ........ ....... ........ ....... ....... 3

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

Issue Mandate ....... ........ ....... ....... ........ ....... ........ ....... ....... 4

Repurchase Mandate . ........ ....... ....... ........ ....... ........ ....... ....... 4

Extension of Issue Mandate to Issue Shares . . ........ ....... ........ ....... ....... 5

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

AGM ........ ....... ........ ....... ....... ........ ....... ........ ....... ....... 6

Voting by Poll ....... ........ ....... ....... ........ ....... ........ ....... ....... 6

Responsibility Statement ...... ....... ....... ........ ....... ........ ....... ....... 6

Recommendation .... ........ ....... ....... ........ ....... ........ ....... ....... 7

APPENDIX I - BIOGRAPHICAL DETAILS OF DIRECTORS

PROPOSED FOR RE-ELECTION ... ....... ........ ....... ....... 8

APPENDIX II - EXPLANATORY STATEMENT 12

NOTICE OF ANNUAL GENERAL MEETING 15

This circular is prepared in both English and Chinese. In the event of any inconsistency, the English text of this circular will prevail.

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

''AGM'' the annual general meeting of the Company to be held at Room 101, 1/F., First Commercial Building, 33-35 Leighton Road, Causeway Bay, Hong Kong on Friday, 8 September 2017 at 3 : 00 p.m.

''Articles of

Association''

the articles of association of the Company as amended, supplemented or otherwise modified from time to time

''Beatitudes'' Beatitudes International Limited, a company incorporated in the British Virgin Islands

''Board'' the board of Directors

''Chairman'' chairman of the Board

''close associate(s)'' has the meaning ascribed thereto under the Listing Rules

''Company'' Ausupreme International Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability, whose issued Shares are listed and traded on the Stock Exchange (stock code: 2031)

''controlling

shareholder(s)''

has the meaning ascribed thereto under the Listing Rules

''core connected person(s)''

has the meaning ascribed thereto under the Listing Rules

''Director(s)'' the director(s) of the Company

''Group'' the Company and its subsidiaries

''HK$'' Hong Kong dollars, the lawful currency of Hong Kong

''Hong Kong'' the Hong Kong Special Administrative Region of the PRC

''Issue Mandate'' the general mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with additional Shares not exceeding 20% of the aggregate number of the issued Shares as at the date of passing the relevant resolution granting such mandate

''Latest Practicable Date''

19 July 2017, being the latest practicable date for ascertaining certain information prior to the printing of this circular

''Listing Date'' 12 September 2016, the date on which the issued Shares were initially listed on the Stock Exchange

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time

''Nomination Committee''

the nomination committee of the Board

''PRC'' the People's Republic of China

''Remuneration Committee''

the remuneration committee of the Board

''Repurchase Mandate'' the general mandate proposed to be granted to the Directors at the AGM to repurchase Shares not exceeding 10% of the aggregate number of the issued Shares as at the date of passing the relevant resolution granting such mandate

''SFO'' the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

''Share(s)'' share(s) of nominal or par value of HK$0.01 each in the share capital of the Company

''Shareholder(s)'' holder(s) of the Share(s)

''Stock Exchange'' The Stock Exchange of Hong Kong Limited

''subsidiary(ies)'' has the meaning ascribed thereto under the Listing Rules

''substantial

shareholder(s)''

has the meaning ascribed thereto under the Listing Rules

''Takeovers Code'' the Code on Takeovers and Mergers of Hong Kong as amended, supplemented or otherwise modified from time to time

''%'' per cent

Ausupreme International Holdings Limited

澳至尊國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2031)

Executive Directors:

Mr. Choy Chi Fai

(Chairman and Managing Director)

Ms. Ho Ka Man

Mr. Ho Chun Kit, Saxony Mr. Au Chun Kit

Independent Non-executive Directors:

Dr. Luk Ting Kwong Mr. Ko Ming Kin

Mr. Wan Cho Yee

Registered Office:

Clifton House 75 Fort Street

PO Box 1350

Grand Cayman KY1-1108

Cayman Islands

Head Office and Principal Place of Business in Hong Kong:

Office E, 28/F., EGL Tower 83 Hung To Road

Kwun Tong, Kowloon Hong Kong

25 July 2017

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

AND

RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The Directors will propose at the AGM the resolutions for, among other matters, (i) the grant of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate and (iii) the proposed re-election of the Directors.

The purpose of this circular is to give you notice of the AGM and provide you with the information regarding the above resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions.

ISSUE MANDATE

Given that the general mandate granted to the Directors to issue Shares pursuant to the written resolutions of the sole Shareholder dated 22 August 2016 will lapse at the conclusion of the AGM, an ordinary resolution will be proposed at the AGM to grant the Issue Mandate to the Directors. Based on 750,000,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares will be issued or no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the AGM, the Directors will be authorised to allot, issue and deal with up to a total of 150,000,000 Shares, being 20% of the total number of the issued Shares as at the date of the resolution in relation thereto if the Issue Mandate is granted at the AGM. The Issue Mandate, if granted at the AGM, will end at the earliest of (i) the conclusion of the next annual general meeting; (ii) the expiration of the period within which the next annual general meeting is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; and (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

REPURCHASE MANDATE

Given that the general mandate granted to the Directors to repurchase Shares pursuant to the written resolutions of the sole Shareholder dated 22 August 2016 will lapse at the conclusion of the AGM, an ordinary resolution will be proposed at the AGM to grant the Repurchase Mandate to the Directors. Subject to the passing of the proposed ordinary resolution approving the grant of the Repurchase Mandate and based on 750,000,000 Shares in issue as at the Latest Practicable Date, and assuming that no further Shares will be issued or no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the AGM, the Company would be allowed to repurchase a maximum of 75,000,000 Shares, being 10% of the total number of the issued Shares as at the date of the resolution in relation thereto. The Repurchase Mandate, if granted at the AGM, will end at the earliest of (i) the conclusion of the next annual general meeting; (ii) the expiration of the period within which the next annual general meeting is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; and (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix II to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make informed decisions on whether to vote for or against the resolution approving the Repurchase Mandate.

EXTENSION OF ISSUE MANDATE TO ISSUE SHARES

Subject to the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the AGM to extend the Issue Mandate by including the number of Shares repurchased under the Repurchase Mandate.

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, there were four executive Directors, namely Mr. Choy Chi Fai, Ms. Ho Ka Man, Mr. Ho Chun Kit, Saxony and Mr. Au Chun Kit; and three independent non-executive Directors, namely Dr. Luk Ting Kwong, Mr. Ko Ming Kin and Mr. Wan Cho Yee.

Article 108(a) of the Articles of Association provides that at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. According to Article 108(b), the Directors to retire by rotation shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Accordingly, Mr. Choy Chi Fai and Ms. Ho Ka Man shall retire by rotation at the AGM and being eligible, will offer themselves for re-election at the AGM.

Article 112 of the Articles of Association provides that any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of the Company after his appointment and be subject to re-election at such meeting. Any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re- election. Accordingly, Mr. Ho Chun Kit, Saxony and Mr. Au Chun Kit, who were appointed as Directors by the Board on 15 May 2015 will retire at the AGM and, being eligible, will offer themselves for re-election at the AGM.

The biographical details of each of the retiring Directors to be re-elected at the AGM are set out in Appendix I to this circular in accordance with the relevant requirements under the Listing Rules.

The Nomination Committee had evaluated the performance of each of the retiring Directors during the period from their respective appointment dates to 31 March 2017 and found their performance satisfactory. Therefore, with the recommendation of the Nomination Committee, the Board has proposed that all of the retiring Directors, namely Mr. Choy Chi Fai, Ms. Ho Ka Man, Mr. Ho Chun Kit, Saxony and Mr. Au Chun Kit stand for re-election as Directors at the AGM.

AGM

The Company will convene the AGM at Room 101, 1/F., First Commercial Building, 33-35 Leighton Road, Causeway Bay, Hong Kong on Friday, 8 September 2017 at 3 : 00 p.m., at which the resolutions will be proposed for the purpose of considering and, if thought fit, approving, among others, (i) the grant of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate and (iii) the re-election of Directors. The notice convening the AGM is set out on pages 15 to 19 of this circular.

A form of proxy for use in connection with the AGM is enclosed with this circular. If you are not able to attend the AGM and wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not later than 48 hours before the time appointed for holding the AGM or its adjournment. Completion and return of the form of proxy will not preclude any Shareholder from attending and voting in person at the AGM or its adjournment should he/she/it so wish. If the Shareholder attends and votes at the AGM, the authority of the proxy will be revoked.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions to be proposed at the AGM and contained in the notice of the AGM will be voted by way of a poll by the Shareholders.

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.

RECOMMENDATION

The Directors consider that (i) the grant of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate and (iii) the re-election of Directors as set out in the notice of AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM as set out in the notice of the AGM on pages 15 to 19 of this circular.

Yours faithfully,

For and on behalf of the Board

Ausupreme International Holdings Limited Choy Chi Fai

Chairman, Executive Director and Managing Director

The following are the biographical details of the Directors who will retire as required by the Articles of Association and the Listing Rules and are proposed to be re-elected at the AGM.

Save as disclosed below, there is no other matter concerning the re-election of each of the retiring Directors that needs to be brought to the attention of the Shareholders, nor is there other information that is required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

CHOY CHI FAI

Mr. Choy Chi Fai (蔡志輝), aged 43, one of the founders of the Group, was appointed as a Director on 17 April 2015 and is currently an executive Director, managing director and the Chairman. He is also a member of each of the Remuneration Committee and the Nomination Committee. Mr. Choy is also a director of all of the subsidiaries of the Company and Beatitudes, a controlling shareholder of the Company. Mr. Choy is responsible for the overall direction and management of the Group. Before founding the Group, Mr. Choy (together with Ms. Ho Ka Man (''Mrs. Choy'')) had been engaged in the business of trading and distribution in Hong Kong. Mr. Choy has more than 15 years' experience in marketing, distribution, wholesale and retail of health supplement products in Hong Kong, the experience of which was gained from the operation of the Group.

Mr. Choy obtained a Bachelor of Arts degree from the Hong Kong Baptist University in December 2000. He received a Diploma of Food and Nutritional Sciences from The Chinese University of Hong Kong in May 2010. He was awarded a Master of Arts degree in Comparative and Public History by The Chinese University of Hong Kong in December 2010. Mr. Choy has also received the ''Outstanding Entrepreneur Awards'' by Capital Entrepreneur in February 2017.

Mr. Choy has been active in Hong Kong's health food industry. He has been appointed as a council member of Hong Kong Health Food Association and patron president of the Cosmetic & Perfumery Association of Hong Kong Ltd. since 2010 and 2014 respectively. He has served as a programme adviser for Health & Applied Sciences Division of the School of Continuing and Professional Studies of The Chinese University of Hong Kong since September 2013. Mr. Choy is also a member of the Customer Liaison Group for Small and Medium-sized Enterprises of the Trade and Industry Department of the Hong Kong Government and a mentor of Small and Medium-sized Enterprises Mentorship Program of the Trade and Industry Department of the Hong Kong Government, Small and Medium- sized Enterprises Mentorship Program of the Employees Retraining Board and Hong Kong Baptist University Career Mentorship Program.

In addition to his business achievements, Mr. Choy is dedicated to Hong Kong's education and social development. Mr. Choy is currently the chairperson of the executive committee of the Ning Po College Alumni Association Education Fund and honorable president of Federation of Parent Teacher Associations in Kwun Tong District. He has served as an alumni manager of the Ning Po College Incorporated Management Committee

since June 2013, a member of Kwun Tong Healthy City Steering Committee since April 2016 and a director of the Chinese Christian Herald Crusades Limited (Hong Kong Branch) since April 2011.

Mr. Choy is the husband of Ms. Ho Ka Man (executive Director and marketing director of the Group) and the brother-in-law of Mr. Ho Chun Kit, Saxony (executive Director and business development director of the Group).

Mr. Choy has entered into a service contract with the Company for a term of three years commencing on the Listing Date. Mr. Choy is currently entitled to a monthly basic salary and allowance of HK$100,000 and, subject to the determination of the Board and approval of the Shareholders in general meeting, a discretionary bonus. His emolument was determined by the Board by reference to his experience, responsibilities and duties within the Company. Mr. Choy is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association.

As at the Latest Practicable Date, Beatitudes was beneficially interested in 562,500,000 Shares, representing 75% of the total number of issued Shares. Each of Mr. Choy and Ms. Ho Ka Man, an executive Director and the wife of Mr. Choy, owns 50% of the issued share capital of Beatitudes, respectively. Accordingly, each of Mr. Choy and Ms. Ho Ka Man is deemed to be interested in 562,500,000 Shares held by Beatitudes.

HO KA MAN

Ms. Ho Ka Man (何家敏), aged 42, one of the founders of the Group, was appointed as a Director on 17 April 2015 and is currently an executive Director and the marketing director of the Group. She is also a director of Truth & Faith International Limited and certain other subsidiaries of the Company and a director of Beatitudes, a controlling shareholder of the Company. Mrs. Choy is responsible for overseeing the operation of marketing team of the Group and formulating marketing strategies and promotion plans. Before founding the Group, Mrs. Choy (together with Mr. Choy) had been engaged in the business of trading and distribution in Hong Kong. She has more than 15 years of experience in marketing of health supplement products in Hong Kong, the experience of which was gained from the operation of the Group. Under Mrs. Choy's leadership and supervision, the Group has successfully promoted the brand image and a comprehensive range of health products, which has been awarded and recognized by different organizations in recent years.

Mrs. Choy received a Higher Diploma of Fashion and Textile Merchandizing from the Hong Kong Polytechnic University in November 1997 and has been appointed as a mentor of the SME Mentorship Programme of the Employees Retraining Board.

Ms. Ho is the wife of Mr. Choy Chi Fai (executive Director, managing director and Chairman) and the younger sister of Mr. Ho Chun Kit, Saxony (executive Director and business development director of the Group).

Mrs. Choy has entered into a service contract with the Company for a term of three years commencing on the Listing Date. Mrs. Choy is currently entitled to a monthly basic salary and allowance of HK$100,000 and, subject to the determination of the Board and approval of the Shareholders in general meeting, a discretionary bonus. Her emolument was determined by the Board by reference to her experience, responsibilities and duties within the Company. Mrs. Choy is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association.

As at the Latest Practicable Date, Beatitudes was beneficially interested in 562,500,000 Shares, representing 75% of the total number of issued Shares. Each of Ms. Ho and Mr. Choy, an executive Director, managing Director and the Chairman, who is also the husband of Ms. Ho, owns 50% of the issued share capital of Beatitudes, respectively. Accordingly, each of Ms. Ho and Mr. Choy is deemed to be interested in 562,500,000 Shares held by Beatitudes.

HO CHUN KIT, SAXONY

Mr. Ho Chun Kit, Saxony (何俊傑), aged 47, was appointed as an executive Director on 15 May 2015 and is also the business development director of the Group. Mr. Ho joined the Group on 4 March 2013 and is currently responsible for the sales and marketing development and expansion of the Group's business.

Mr. Ho obtained a Postgraduate Diploma in Marketing from the Chartered Institute of Marketing in December 2003. He joined the Treasury Markets Association in January 2006 and is now a Full Member thereof. Prior to joining the Group, Mr. Ho has gained more than 20 years' experience in the financial market. He served as a senior manager of Nittan Capital Asia Limited between August 2005 and December 2012.

Mr. Ho is the brother-in-law of Mr. Choy Chi Fai (executive Director, managing director and Chairman) and the elder brother of Ms. Ho Ka Man (executive Director and marketing director of the Group).

Mr. Ho has entered into a service contract with the Company for a term of three years commencing on the Listing Date. Mr. Ho is currently entitled to a monthly basic salary and allowance of HK$75,000 and, subject to the determination of the Board and approval of the Shareholders in general meeting, a discretionary bonus. His emolument was determined by the Board by reference to his experience, responsibilities and duties within the Company. Mr. Ho is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association.

AU CHUN KIT

Mr. Au Chun Kit (區俊傑), aged 41, was appointed as an executive Director on 15 May 2015 and is also the operation director of the Group. Mr. Au joined the Group on 16 September 2013 and is currently responsible for overseeing the information technology system and infrastructure of the Group, including development of the online sales channels