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

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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 RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalized 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 2020 AGM to be held at 9/F., South Asia Commercial Centre, 64 Tsun Yip Street, Kwun Tong, Kowloon, Hong Kong on Friday, 18 September 2020 at 3 : 00 p.m. is set out on pages 17 to 22 of this circular. A form of proxy for use in connection with the 2020 AGM is enclosed with this circular. If you are not able to attend the 2020 AGM in person 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, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, as soon as possible but in any event not later than 48 hours before the time appointed for holding the 2020 AGM or its adjournment. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2020 AGM or its adjournment if you so wish. If you attend and vote in person at the 2020 AGM, the authority of your proxy will be revoked.

PRECAUTIONARY MEASURES FOR THE 2020 AGM

To prevent the spreading of the novel coronavirus disease 2019 (COVID-19), possible precautionary measures for each attendee at the 2020 AGM include but are not limited to:

1. Compulsory body temperature check
2. Completion of health declaration form
3. Wearing of surgical face mask
4. No provision of refreshment, beverage and corporate gift

Any person who does not comply with the precautionary measures or is subject to any compulsory quarantine by the HKSAR Government on the date of the 2020 AGM will be denied entry into the meeting venue. The Company would like to encourage Shareholders to exercise their right to vote at the 2020 AGM by appointing the chairman of the 2020 AGM as their proxy instead of attending in person.

30 July 2020

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Extension of Issue Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
2020 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I - BIOGRAPHICAL DETAILS OF RETIRING
DIRECTORS PROPOSED FOR RE-ELECTION . . . . . . . . . .	9
APPENDIX II - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

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

- i -

DEFINITIONS

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

''2019 AGM''	the AGM held on 20 September 2019
''2020 AGM''	the AGM to be held at 9/F., South Asia Commercial Centre, 64
	Tsun Yip Street, Kwun Tong, Kowloon, Hong Kong on Friday,
	18 September 2020 at 3 : 00 p.m.
''AGM''	the annual general meeting of the Company
''Articles of	the articles of association of the Company, as amended,
Association''	supplemented or otherwise modified from time to time
''Audit Committee''	the audit committee of the Board
''Beatitudes''	Beatitudes International Ltd., a company incorporated in the
	British Virgin Islands with limited liability, a controlling
	shareholder of the Company
''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 Main
	Board of the Stock Exchange (stock code: 2031)
''controlling	has the meaning ascribed thereto under the Listing Rules
shareholder''
''core connected	has the meaning ascribed thereto under the Listing Rules
person(s)''
''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'' or	the Hong Kong Special Administrative Region of the PRC
''HKSAR''
''INED(s)''	the independent non-executive Director(s)

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DEFINITIONS

''Issue Mandate''	the general mandate proposed to be granted to the Directors at
	the 2020 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	24 July 2020, being the latest practicable date for ascertaining
Date''	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 Main Board of 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
''Mr. Choy''	Mr. Choy Chi Fai, an executive Director, the managing Director
	and the Chairman
''Nomination	the nomination committee of the Board
Committee''
''PRC'' or	the People's Republic of China
''Mainland China''
''Remuneration	the remuneration committee of the Board
Committee''
''Repurchase Mandate''	the general mandate proposed to be granted to the Directors at
	the 2020 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)''	ordinary 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	has the meaning ascribed thereto under the Listing Rules
shareholder''

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DEFINITIONS

''Takeovers Code''	the Code on Takeovers and Mergers of Hong Kong, as amended,
	supplemented or otherwise modified from time to time
''Year''	the year ended 31 March 2020
''%''	percent

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LETTER FROM THE BOARD

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:	Registered Office:
Mr. Choy Chi Fai	Clifton House
(Chairman and Managing Director)	75 Fort Street
Ms. Ho Ka Man	PO Box 1350
Mr. Ho Chun Kit, Saxony	Grand Cayman KY1-1108
Mr. Au Chun Kit	Cayman Islands
Independent Non-executive Directors:	Head Office and Principal Place of
Dr. Luk Ting Kwong	Business in Hong Kong:
Mr. Ko Ming Kin	Office E, 28/F., EGL Tower
Dr. Wan Cho Yee	83 Hung To Road
	Kwun Tong, Kowloon
	Hong Kong
	30 July 2020
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND

REPURCHASE SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The Directors will propose at the 2020 AGM the resolutions for, among other matters,

1. 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 retiring Directors.

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LETTER FROM THE BOARD

The purpose of this circular is to give you notice of the 2020 AGM and provide you with the information regarding the above resolutions to be proposed at the 2020 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 approval by Shareholders at the 2019 AGM will lapse at the conclusion of the 2020 AGM, an ordinary resolution will be proposed at the 2020 AGM to grant the Issue Mandate to the Directors. Based on 762,000,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares will be issued and no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the 2020 AGM, the Directors will be authorized to allot, issue and deal with up to a total of 152,400,000 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 2020 AGM. The Issue Mandate, if granted at the 2020 AGM, will end at the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM 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 approval by Shareholders at the 2019 AGM will lapse at the conclusion of the 2020 AGM, an ordinary resolution will be proposed at the 2020 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 762,000,000 Shares in issue as at the Latest Practicable Date, and assuming that no further Shares will be issued and no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the 2020 AGM, the Company would be allowed to repurchase a maximum of 76,200,000 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 2020 AGM, will end at the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM 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.

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LETTER FROM THE BOARD

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 2020 AGM to extend the Issue Mandate by including the number of Shares repurchased under the Repurchase Mandate.

RE-ELECTION OF RETIRING 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 INEDs, namely Dr. Luk Ting Kwong, Mr. Ko Ming Kin and Dr. Wan Cho Yee.

Article 108(a) of the Articles of Association provides that at each AGM, 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) of the Articles of Association, the Directors to retire by rotation shall be those who have been the longest in office since their last reelection 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, Mr. Ko Ming Kin and Dr. Wan Cho Yee shall retire by rotation at the 2020 AGM and being eligible, will offer themselves for re-election at the 2020 AGM.

The biographical details of each of the retiring Directors to be re-elected at the 2020 AGM are set out in Appendix I to this circular in accordance with the relevant requirements under the Listing Rules.

The Nomination Committee has assessed and reviewed each of the INEDs' annual written confirmation of independence based on the independence criteria as set out in Rule

3.13 of the Listing Rules and confirmed that all the INEDs, including Mr. Ko Ming Kin and Dr. Wan Cho Yee, remain independent. In addition, the Nomination Committee had evaluated the performance of each of the retiring Directors for the Year based on the nomination policy of the Company, which was disclosed in the ''Corporate Governance Report'' of the annual report of the Company for the Year and found their performance satisfactory. The Nomination Committee is of the view that based on the perspectives, skills and experience of Mr. Ko and Dr. Wan, they can bring further contributions to the Board and increase its diversity. Therefore, with the recommendation of the Nomination Committee, the Board has proposed that all of the retiring Directors, namely Mr. Choy Chi Fai, Mr. Ko Ming Kin and Dr. Wan Cho Yee stand for re-election as Directors at the 2020 AGM.

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LETTER FROM THE BOARD

2020 AGM

The Company will convene the 2020 AGM at 9/F., South Asia Commercial Centre, 64 Tsun Yip Street, Kwun Tong, Kowloon, Hong Kong on Friday, 18 September 2020 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 the retiring Directors. The notice convening the 2020 AGM is set out on pages 17 to 22 of this circular.

A form of proxy for use in connection with the 2020 AGM is enclosed with this circular. If you are not able to attend the 2020 AGM in person 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, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, as soon as possible but in any event not later than 48 hours before the time appointed for holding the 2020 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 2020 AGM or its adjournment should he/she/it so wish. If the Shareholder attends and votes in person at the 2020 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 2020 AGM and contained in the notice of the 2020 AGM will be voted by way of 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.

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LETTER FROM THE BOARD

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 the retiring Directors as set out in the notice of 2020 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 2020 AGM as set out in the notice of the 2020 AGM on pages 17 to 22 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

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

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 2020 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.

Mr. Choy Chi Fai (蔡志輝), aged 46, one of the founders of the Group, was appointed as a Director on 17 April 2015 and is currently an executive Director, the managing Director and the Chairman. He is also a member of each of the Remuneration Committee and the Nomination Committee. In addition, Mr. Choy is a director of all of the subsidiaries of the Company and Beatitudes, a substantial shareholder of the Company. Mr. Choy is responsible for the overall direction and management of the Group. Before founding the Group in 2001, Mr. Choy (together with Ms. Ho Ka Man (''Ms. Ho'')) 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, which he 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 and a Master of Arts degree in Comparative and Public History from the same university in December 2010, a Master of Christian Studies by Evangel Seminary in June 2018. Mr. Choy has also received the ''Outstanding Entrepreneur Awards'' from Capital Entrepreneur in February 2017.

Mr. Choy has been active in Hong Kong's health food industry and business circles. He has been appointed as a council member of Hong Kong Health Food Association and an honorary president of The Cosmetic & Perfumery Association of Hong Kong Limited since 2010 and 2014, respectively. He has served as an Honourable Career Advisor of Hong Kong Baptist University Career Mentorship Programme since 2009, 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 and a Mentor of Hong Kong Science and Technology Parks Corporation Mentorship Programme since 2019. Mr. Choy has also been a member of Small and Medium-sized Enterprises Mentorship Programme of the Employees Retraining Board since 2015, the Programme Management Committee of the Enterprise Support Programme of the Dedicated Fund on Branding, Upgrading and Domestic Sales (BUD Fund) since 2018 and Hong Kong Trade Development Council Mainland Business Advisory Committee since 2019.

In addition to his business achievement, Mr. Choy has taken active participation in Hong Kong's education, social activities and development. Mr. Choy has been appointed to the public positions below:

. SC.Net member of the Community Investment and Inclusion Fund organized by HKSAR's Labour and Welfare Bureau since 2020;

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

. Member of The Future Stars - Upward Mobility Scholarship organized by HKSAR Commission on Poverty since 2019;

. Advisor of HKSAR Auxiliary Medical Service Officers' Club in Kwai Tsing District since 2018;

. Assistant Liaison Officer II (KTY) of HKSAR Auxiliary Medical Service since 2018;

. Deputy Chief Supervisor of Hong Kong Road Safety Patrol (Deputy Commander, Mong Kok District) since 2019;

. Divisional Vice President for Hong Kong Island & Kowloon Youth Command of Hong Kong St. John Ambulance Brigade since 2018;

. Honorary President for Honorary President Council of Mong Kok District Junior Police Call since 2018;

. Chairman of Ning Po College Alumni Association Education Fund Executive Committee since 2010;

. Vice President of The Healthy Harmonious & Caring Campus Award Scheme in Kwun Tong District since 2018;

. Director of Tien Dao Publishing House Limited since 2017; and

. Director of Chinese Christian Herald Crusades (Hong Kong) since 2011.

Mr. Choy is the spouse of Ms. Ho (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).

As at the Latest Practicable Date, Beatitudes was beneficially interested in 562,500,000 Shares, representing approximately 73.82% of the total number of issued Shares. Each of Mr. Choy and Ms. Ho, an executive Director, who is also the spouse of Mr. Choy, owns 50% of the issued share capital of Beatitudes, respectively. Accordingly, each of Mr. Choy and Ms. Ho is deemed to be interested in 562,500,000 Shares held by Beatitudes.

Mr. Choy had entered into a service contract with the Company for a term of three years commencing on the Listing Date and upon its expiry, renewed another three-year service contract on 12 September 2019. Mr. Choy is currently entitled to a monthly basic salary and allowance of HK$100,000 from the Company 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 reelection at the 2020 AGM in accordance with the Articles of Association. The aggregate emolument of Mr. Choy received from the Group for the Year amounted to HK$1,481,000.

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

In view of the difficult operating environment of the Group, Mr. Choy waived about 82% of his monthly salary in April and May 2020 and has waived about 80% of his monthly salary since June 2020.

Mr. Ko Ming Kin (高銘堅), aged 57, was appointed as an INED with effect from 20 July 2016. He is the chairman of the Audit Committee and a member of the Remuneration Committee. Mr. Ko is responsible for providing independent advice to the Board. He was awarded a Professional Diploma in Accountancy by the Hong Kong Polytechnic (now The Hong Kong Polytechnic University) in November 1986. Mr. Ko became an associate member of Hong Kong Institute of Certified Public Accountants in April 1990. He has been a fellow member of the Association of Chartered Certified Accountants since April 1995. Mr. Ko was admitted as a member of Hong Kong Securities and Investment Institute in December 1998. He was admitted as an associate of the Institute of Chartered Accountants in England and Wales in August 2007, and became a fellow thereof in August 2017.

Mr. Ko has worked for a major international accounting firm and various listed companies in Hong Kong, gaining more than 25 years' experience in accounting services and corporate financial management. Mr. Ko now serves as the chief financial officer and the company secretary of Crocodile Garments Limited (stock code: 00122), a company listed on the Main Board of the Stock Exchange and is responsible for the company's management, financial functions, legal, inventory logistics and shipping affairs.

Mr. Ko had entered into a service contract with the Company for a term of three years commencing on the Listing Date and upon its expiry, renewed another three-year service contract on 12 September 2019. Mr. Ko is currently entitled to a monthly Director's fee of HK$15,000 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. Ko is subject to retirement by rotation and re-election at the 2020 AGM in accordance with the Articles of Association. The aggregate emolument of Mr. Ko received from the Company for the Year amounted to HK$195,000. In view of the difficult operating environment, Mr. Ko has waived 50% of his monthly Director's fee since June 2020.

Dr. Wan Cho Yee (尹祖伊), aged 51, was appointed as an INED with effect from 20 July 2016. He is the chairman of the Remuneration Committee and a member of each of the Audit Committee and the Nomination Committee. Dr. Wan is responsible for providing independent advice to the Board. He received the degrees of Bachelor of Science in Business Administration and Master of Business Administration from San Francisco State University in January 1994 and May 1995, respectively. He also received the degree of Doctor of Business Administration from the Hong Kong Baptist University in November 2019.

Dr. Wan has become the Chief Drucker Educator of Peter F. Drucker Academy since January 2017 and provides training and consultancy services to different corporations, nonprofit organizations and government departments in Hong Kong and the Mainland China,

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

covering the topics of leadership, management, innovation and strategy. Besides, he is an Adjunct Lecturer of Hong Kong University SPACE teaching the topics of entrepreneurship, leading change and cultural management.

Dr. Wan had entered into a service contract with the Company for a term of three years commencing on the Listing Date and upon its expiry, renewed another three-year service contract on 12 September 2019. Dr. Wan is currently entitled to a monthly Director's fee of HK$15,000 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. Dr. Wan is subject to retirement by rotation and re-election at the 2020 AGM in accordance with the Articles of Association. The aggregate emolument of Dr. Wan received from the Company for the Year amounted to HK$195,000. In view of the difficult operating environment, Dr. Wan has waived 50% of his monthly Director's fee since June 2020.

General

Save as disclosed above, each of the retiring Directors confirms with respect to him that as at the Latest Practicable Date: (i) he had not held any directorship in the last three years in any public company, the securities of which are listed on any securities market in Hong Kong or overseas; (ii) he did not hold other positions in the Company or other members of the Group; (iii) he did not have any relationship with any other Directors, senior management, substantial shareholder or controlling shareholder of the Company; and (iv) he did not have any interests in the Shares within the meaning of Part XV of the SFO.

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APPENDIX II	EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by Rule 10.06 of the Listing Rules to be given to all Shareholders relating to the resolution to be proposed at the 2020 AGM granting the Repurchase Mandate.

The Listing Rules permit companies whose primary listing on the Stock Exchange to repurchase their fully-paid shares on the Stock Exchange subject to certain restrictions, the most important of which are summarized below:

1. SHAREHOLDERS' APPROVAL

All proposed repurchase of shares on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by the shareholders by an ordinary resolution, either by way of a general mandate or by a specific approval.

2. REPURCHASE OF SECURITIES FROM CORE CONNECTED PERSONS

Under the Listing Rules, the Company is prohibited from knowingly purchasing Shares on the Stock Exchange from a core connected person.

As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, no core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company or has undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

3. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 762,000,000 Shares. Subject to the passing of the proposed ordinary resolution for the approval of the Repurchase Mandate, and assuming that no further Shares are issued and no Shares are repurchased and cancelled after the Latest Practicable Date and up to the date of passing such resolution at the 2020 AGM, the Directors would be authorized to repurchase up to a maximum of 76,200,000 Shares, representing 10% of the total number of the issued Shares as at the date of passing the relevant resolution. The Repurchase Mandate will end on the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM 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.

4. REASONS FOR REPURCHASES

The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

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APPENDIX II	EXPLANATORY STATEMENT

5. FUNDING OF REPURCHASES

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company's funds legally available in accordance with the laws of the Cayman Islands and the memorandum and articles of association of the Company for such purpose.

6. IMPACT ON WORKING CAPITAL OR GEARING POSITION

An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital or gearing position of the Company when compared with that as at 31 March 2020, being the date of its latest published audited consolidated financial statements. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company, which in the opinion of the Directors is from time to time appropriate for the Company.

7. SHARE PRICES

The highest and lowest market prices at which the Shares had been traded on the Stock Exchange during each of the previous twelve months up to and including the Latest Practicable Date were as follows:

	Traded Price (HK$)
Month	Highest	Lowest
2019
July	0.67	0.52
August	0.71	0.50
September	0.58	0.44
October (up to before trading halt/suspension)	0.48	0.41
November	suspended	suspended
December	suspended	suspended
2020
January	suspended	suspended
February (after trading resumption)	0.43	0.33
March (up to before trading halt/suspension)	0.55	0.27
April	suspended	suspended
May	suspended	suspended
June	suspended	suspended
July (up to and including the Latest Practicable Date)	suspended	suspended

At the request of the Company, the Shares were suspended for trading on the Stock Exchange during the month owing to insufficient public float.

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APPENDIX II	EXPLANATORY STATEMENT

8. DIRECTORS AND THEIR CLOSE ASSOCIATES

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their respective close associates, have any present intention to sell to the Company any of the Shares if the Repurchase Mandate is approved at the 2020 AGM.

9. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

10. EFFECT OF THE TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such an increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge and belief of the Directors, as at the Latest Practicable Date, Beatitudes was beneficially interested in 562,500,000 Shares, representing approximately 73.82% of the total number of issued Shares. Each of Mr. Choy Chi Fai, an executive Director, the managing Director and the Chairman, 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 was deemed or taken to be interested in all the Shares which were beneficially owned by Beatitudes for the purpose of the SFO. In the event that the Directors will exercise in full the Repurchase Mandate, the interests in the Company of each of Mr. Choy, Ms. Ho and Beatitudes would be increased to approximately 82.02% of the total number of the issued Shares and such increase will not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequence which may arise under the Takeovers Code as a consequence of any repurchase of Shares under the Repurchase Mandate.

Assuming that there is no issue of Shares to any independent third party(ies) between the Latest Practicable Date and the date of a repurchase, an exercise of the Repurchase Mandate in whole or in part will result in the aggregate amount of the issued Shares in the public hands further falling below the prescribed minimum percentage of 25% as required by the Stock Exchange. The Directors confirm that the Repurchase Mandate will not be exercised to the extent as may result in the amount of the Shares held by the public being further reduced. As at the Latest Practicable Date, the percentage of Shares held by public was approximately 14.47%, which remained below the minimum percentage of public shareholders of 25% as prescribed by Rule 8.08 of the Listing Rules.

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APPENDIX II	EXPLANATORY STATEMENT

11. SHARES REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Ausupreme International Holdings Limited (the ''Company'' and the ''2020 AGM'', respectively) will be held at 9/F., South Asia Commercial Centre, 64 Tsun Yip Street, Kwun Tong, Kowloon, Hong Kong on Friday, 18 September 2020 at 3 : 00 p.m. (or the adjournment thereof) for the following purposes:

AS ORDINARY BUSINESSES

1. To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and independent auditor of the Company for the year ended 31 March 2020.
2. To approve the payment of a final dividend of HK1 cent per share of the Company for the year ended 31 March 2020.
3. (a) To re-elect Mr. Choy Chi Fai as an executive director of the Company.
4. 1. To re-elect Mr. Ko Ming Kin as an independent non-executive director of the Company.
   2. To re-elect Dr. Wan Cho Yee as an independent non-executive director of the Company.
5. To authorize the board of directors of the Company to fix the remuneration of the directors for the year ending 31 March 2021.
6. To re-appoint Wellink CPA Limited as the independent auditor of the Company and authorize the board of directors of the Company to fix its remuneration.
7. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:
   ''THAT:
8. 1. subject to paragraph (c) of this Resolution below and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company (the ''Directors'')

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NOTICE OF ANNUAL GENERAL MEETING

during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (the ''Shares'') or securities convertible into or exchangeable for Shares, or options or warrants, for similar rights to subscribe for any Shares and to make or grant offers, agreements and options which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

1. the approval in paragraph (a) of this Resolution above shall be in addition to any other authorisation given to the Directors and shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate number of the Shares allotted or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph
3. 1. of this Resolution above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the ''Articles of Association'') in force from time to time, shall not exceed 20% of the aggregate number of the Shares in issue as at the date of the passing of this Resolution and such approval shall be limited accordingly; and
4. for the purposes of this Resolution:
5. 1. 
      ''Relevant Period'' means the period from the date of the passing of this Resolution until whichever is the earliest of:
   2. the conclusion of the next annual general meeting of the Company;

1. the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws; and
2. the date on which the authority set out in this Resolution is revoked or varied by way of an ordinary resolution by the shareholders of the Company in general meeting;

''Rights Issue'' means an offer of Shares, or offer or issue of warrants, options or other similar instruments giving the rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the

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NOTICE OF ANNUAL GENERAL MEETING

expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company or any recognized regulatory body or any stock exchange applicable to the Company).''

7. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

''THAT:

1. subject to paragraph (b) of this Resolution below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase the issued shares of the Company (the ''Shares'') on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or any other stock exchange on which the Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong (the ''Commission'') and the Stock Exchange for this purpose, subject to and in accordance with the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws, the Code on Share Buy-backs approved by the Commission and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;
2. the aggregate number of the Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution above during the Relevant Period (as defined below) shall not exceed 10% of the aggregate number of the issued Shares as at the date of the passing of this Resolution and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and
3. for the purposes of this Resolution:
   ''Relevant Period'' means the period from the date of the passing of this Resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws; and
   3. the date on which the authority set out in this Resolution is revoked or varied by way of an ordinary resolution by the shareholders of the Company in general meeting.''

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NOTICE OF ANNUAL GENERAL MEETING

8. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

''THAT conditional upon Resolutions no. 6 and 7 set out in the notice convening this meeting (the ''Notice'') being passed, the general mandate granted to the directors of the Company pursuant to Resolution no. 6 set out in the Notice be and is hereby extended by the addition thereto of an amount representing the aggregate number of the shares in the capital of the Company (the ''Shares'') repurchased under the authority granted pursuant to Resolution no. 7 set out in the Notice, provided that such amount shall not exceed 10% of the aggregate number of the issued Shares as at the date of passing this Resolution.''

By Order of the Board

Ausupreme International Holdings Limited

Choy Chi Fai

Chairman, Executive Director and Managing Director

Hong Kong, 30 July 2020

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

Notes:

1. Any member of the Company (the ''Member'' or the ''Shareholder'') entitled to attend and vote at the 2020 AGM is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and vote instead of him/her/it. A proxy needs not be a Member but must be present in person at the 2020 AGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which such proxy is so appointed.
2. Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the 2020 AGM if he/she/it so wishes. In the event of a Member who has lodged a form of proxy attending the 2020 AGM, the form of proxy will be deemed to have been revoked.
3. In order to be valid, the duly completed and signed form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, at the office of the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, as soon as possible but in any event not later than 48 hours before the time appointed for holding the 2020 AGM or its adjournment.

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NOTICE OF ANNUAL GENERAL MEETING

1. For determining the entitlement of the Members to attend and vote at the 2020 AGM, the register of members of the Company (the ''Register of Members'') will be closed from Tuesday, 15 September 2020 to Friday, 18 September 2020 (both days inclusive), during which period no transfer of Shares will be effected. To qualify for attending and voting at the 2020 AGM, the non-registered Shareholders must lodge all transfer documents, accompanied by the relevant share certificates, with the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong for registration not later than 4 : 30 p.m. on Monday, 14 September 2020.
2. Conditional on the passing of Resolution no. 2 above by the Members at the 2020 AGM, the Register of Members will be closed from Friday, 25 September 2020 to Tuesday, 29 September 2020 (both days inclusive), during which period no transfer of Shares will be effected. To qualify for the final dividend, the non-registered Shareholders must lodge all transfer documents, accompanied by the relevant share certificates, with the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong for registration not later than 4 : 30 p.m. on Thursday, 24 September 2020.
3. In relation to the proposed Resolution no. 6 above, approval is being sought from the Members for the grant to the Directors of a general mandate to authorize the allotment and issue of Shares under the Rules Governing the Listing of Securities on the Stock Exchange (the ''Listing Rules'').
4. In relation to the proposed Resolution no. 7 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares only in the circumstances which they consider appropriate for the benefit of the Members as a whole. An explanatory statement containing the information necessary to enable the Members to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix II to the Company's circular dated 30 July 2020.
5. In compliance with Rule 13.39(4) of the Listing Rules, voting on all proposed resolutions set out in this Notice will be decided by way of a poll.
6. In case of joint holders of a Share, any one of such joint holders may vote, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the 2020 AGM personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members in respect of such Share shall alone be entitled to vote in respect thereof.

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NOTICE OF ANNUAL GENERAL MEETING

10. (a) Subject to paragraph (b) below, if a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a black rainstorm warning signal is expected to be in force on the date of the 2020 AGM, the 2020 AGM will be postponed and the Members will be informed of the date, time and venue of the postponed 2020 AGM by an announcement posted on the respective websites of the Company and the Stock Exchange.

1. If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is lowered or cancelled three hours or more before the time fixed for holding the 2020 AGM and where conditions permit, the 2020 AGM will be held as scheduled.
2. The 2020 AGM will be held as scheduled when a tropical cyclone warning signal No.3 or below or an amber or red rainstorm warning signal is in force.
3. After considering their own situations, the Members should decide on their own as to whether they would attend the 2020 AGM under any bad weather condition and if they do so, they are advised to exercise care and caution.

PRECAUTIONARY MEASURES FOR THE 2020 AGM

To prevent the spreading of the novel coronavirus disease 2019 (COVID-19), possible precautionary measures for each attendee at the 2020 AGM include but are not limited to:

1. Compulsory body temperature check
2. Completion of health declaration form
3. Wearing of surgical face mask
4. No provision of refreshment, beverage and corporate gift

Any person who does not comply with the precautionary measures or is subject to any compulsory quarantine by the Hong Kong Special Administrative Region Government on the date of the 2020 AGM will be denied entry into the meeting venue. The Company would like to encourage Shareholders to exercise their right to vote at the 2020 AGM by appointing the chairman of the 2020 AGM as their proxy instead of attending in person.

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