Telecom Service One : Announcement of Third Quarterly Results for the nine months ended 31 December 2016

Telecom Service One Holdings Limited

電訊首科控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8145)

ANNOUNCEMENT OF THIRD QUARTERLY RESULTS FOR THE NINE MONTHS ENDED 31 DECEMBER 2016 CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET ("GEM") OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this announcement, 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 announcement.

This announcement, for which the directors of Telecom Service One Holdings Limited (the "Company") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of the Stock Exchange (the "GEM Listing Rules") for the purpose of giving information with regard to the Company. The directors of the Company (the "Directors"), having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement 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 announcement misleading.

THE FINANCIAL STATEMENTS

THIRD QUARTERLY RESULTS

The board of Directors (the "Board") of the Company announces the condensed consolidated financial results of the Company and its subsidiaries (collectively referred to as the "Group") for the nine months ended 31 December 2016 (the "Period"), together with the corresponding comparative figures as follows:

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the nine months ended 31 December 2016

Three months ended 31 December Nine months ended 31 December

Notes	2016 HK$'000 (unaudited)	2015 HK$'000 (unaudited)	2016 HK$'000 (unaudited)	2015 HK$'000 (unaudited)
Revenue	3	29,081	31,019	76,840	93,332
Cost of sales	(14,270)	(17,480)	(41,441)	(53,176)
Gross profit	14,811	13,539	35,399	40,156
Other income	5	500	678	1,613	2,013
Other operating expenses, net	6	(2,416)	(3,519)	(7,947)	(11,841)
Administrative expenses	(5,394)	(3,709)	(11,761)	(11,186)
Finance costs	7	(16)	(57)	(132)	(175)
Profit before tax	7,485	6,932	17,172	18,967
Income tax expense	8	(1,434)	(1,180)	(2,939)	(2,914)
Profit for the period	6,051	5,752	14,233	16,053
Other comprehensive expense
Item that may be reclassified
subsequently to profit or loss: Exchange differences arising on
translation of foreign
operations	(46)	(45)	(73)	(63)
Total comprehensive income for the period	6,005	5,707	14,160	15,990
Earnings per share (HK$)	10
Basic	0.04	0.05	0.11	0.13

Diluted 0.04 0.05 0.11 0.13

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the nine months ended 31 December 2016

Share capital

Share premium

Other reserve

Translation

reserve

Share option reserve

Statutory reserve

Warrant reserve

Retained

profits Total

HK$'000 HK$'000 HK$'000 HK$'000 HK$'000 HK$'000 HK$'000 HK$'000 HK$'000

Note (i) Note (ii)

- - - -	- - - 16,053	16,053
- - - (63)	- - - -	(63)

At 1 April 2015 (audited) 12,000 23,907 70 (60) - 137 100 18,986 55,140

Profit for the period

Exchange differences arising on translation of foreign operations

Total comprehensive income for

the period - - - (63) - - - 16,053 15,990

Recognition of equity-settled share-based payments

expenses Note 11 - - - - 583 - - - 583

Issue of shares upon exercise

of share options	1	37	- - (7)	- - -	31
Lapse of share options	-	-	- - (25)	- - 25	-

Payment of dividends Note 9 - - - - - - - (24,003) (24,003) At 31 December 2015 (unaudited) 12,001 23,944 70 (123) 551 137 100 11,061 47,741

At 1 April 2016 (audited) 12,001 23,944 70 (100) 522 137 100 17,453 54,127

Profit for the period - - - - - - - 14,233 14,233

Exchange differences arising on

translation of foreign operations - - - (73) - - - - (73)

Total comprehensive income

for the period - - - (73) - - - 14,233 14,160

Payment of dividends Note 9 - - - - - - - (6,001) (6,001)

Issue of shares upon exercise of

warrants 200 3,100 - - - - - - 3,300

Lapse of share options - - - - (56) - - 56 -

At 31 December 2016 (unaudited) 12,201 27,044 70 (173) 466 137 100 25,741 65,586

Notes:

1. During the year ended 31 March 2014, the Group acquired 100% of equity interest in Telecom Service One (Macau) Limited ("TSO Macau") from East-Asia Pacific Limited ("East-Asia"), the immediate holding company of the Company which was incorporated in the British Virgin Islands ("BVI"). The acquisition was accounted for using merger accounting. Other reserve represents the difference between the issued share capital of TSO Macau and the consideration paid for acquiring it.

   In addition, other reserve represents the difference between the nominal value of the issued capital of subsidiaries acquired pursuant to a group reorganisation over the consideration paid for acquiring these subsidiaries during the year ended 31 March 2013.

2. As stipulated by regulations in Taiwan, Telecom Service One Taiwan Limited, a subsidiary of the Company, is required to appropriate 10% of its after tax profit (after offsetting prior year losses) to statutory reserve before declaring any dividends to shareholders until the balance of the reserve reaches the relevant registered capital. Subject to certain restrictions as set out in the relevant Taiwan regulations, the statutory reserve may be used to offset against accumulated losses of the relevant Taiwan company. The amount of transfer is subject to the approval of the board of directors of the relevant Taiwan company.

In accordance with the People's Republic of China (the "PRC") laws applicable to wholly-foreign owned investment enterprises, subsidiary of the Company operating in the PRC is required to set up a general reserve fund and appropriate at least 10% of relevant company's annual profit after tax, as determined under the PRC accounting rules and regulations, to the general reserve fund until the balance of the reserve equals to 50% of its registered capital. This fund can be used to make good losses and to convert into paid-up capital.