Telecom Service One : Discloseable Transaction - Acquisition of Equity Linked Fixed Coupon Note

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

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: 3997)

DISCLOSEABLE TRANSACTION

ACQUISITION OF EQUITY LINKED FIXED COUPON NOTE

ACQUISITION OF FCN

The Board announces that on 11 May 2021, the Company, through TSO, a wholly-owned subsidiary of the Company, acquired an equity linked fixed coupon note for a principal amount of HK$4,000,000.00 (exclusive of transaction costs).

One of the applicable percentage ratios in respect of the acquisition of the FCN exceeds 5% but is less than 25%. As such, the acquisition of the FCN constitutes a discloseable transaction of the Company and is subject to reporting and announcement requirement under Chapter 14 of the Listing Rules.

INTRODUCTION

The Board announces that on 11 May 2021, the Company, through TSO, a wholly-owned subsidiary of the Company, acquired the FCN in a principal amount of HK$4,000,000.00 (exclusive of transaction costs).

MAJOR TERMS OF THE FCN

The principal terms of the FCN are summarised as follows:

Trade date:	11 May 2021
Issue date:	25 May 2021
Issuer:	UBS AG
Linked equity:	(1) HKEx; and (2) Tencent
Principal amount:	HK$4,000,000.00
Issued price:	(1)	HKEx: HK$443.60; (2) Tencent: HK$578.00
Strike price:	(1)	HKEx: HK$401.2362; (2) Tencent: HK$522.8010
Tenor:	6 months

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Coupon rate:	12.00% p.a.
1st valuation date:	25	June 2021
2nd valuation date:	26	July 2021
3rd valuation date:	25 August 2021
4th valuation date:	27	September 2021
5th valuation date:	25	October 2021
Final valuation date:	25	November 2021
Maturity date:	29	November 2021

The acquisition of the FCN will be funded by internal resources of the Group.

Save as the aforementioned, the Company does not hold any equity linked fixed coupon note outstanding with UBS AG as at the date of this announcement.

Information of Equity Linked Fixed Coupon Notes

• Equity linked fixed coupon notes are non-guaranteed products, and their returns are linked to (i) a single underlying share or (ii) a basket of underlying shares.
• The structure of each fixed coupon notes is to receive the fixed coupon on the / each scheduled coupon payment date until the relevant note is redeemed due to (i) knock-out event (if applicable) or early termination event occurred or (ii) at maturity.
• If the equity linked fixed coupon notes are held to the maturity date and the price(s) of the single underlying share or a basket of underlying share is/are below the strike price(s), the holder will need to redeem the laggard underlying at the put strike price.
• The maximum risk exposure of the Company is at the time when the Company is obliged to take delivery of the underlying shares at the strike price, and the total amount of the funds for the acquisition of the underlying shares is limited to the principal amount of each equity linked fixed coupon notes.

Reasons and benefits of the acquisition of the FCN

The Group maintained a healthy liquidity position and used to have bank deposits to earn interest income. The Company considers that FCN has the attractive coupon rate and can generate potentially higher interest income than the fixed deposit in banks. In addition, the FCN has a relatively flexible option in the underlying equity, strike price and tenor. Therefore, the Company makes use of the available funds to acquire the FCN to maximise the possible return for the Company accordingly.

Having considered the above factors and the terms of the FCN, the present market conditions of the stock market and the track records of HKEx and Tencent, the Directors (including the independent non-executive Directors) are of the view that the acquisition of the FCN is on normal commercial terms, fair and reasonable and in the interests of the Company and its Shareholders as a whole.

As the acquisition was made through the open market, the Company does not aware of the identities of the issuer of the FCN. To the best of the knowledge, information and belief of the Board and having made all reasonable enquiries, the issuer of the FCN and its respective ultimate beneficial owners are Independent Third Parties to the Company.

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Information of HKEx

According to the public information available to the Board, HKEx is a company incorporated in Hong Kong with limited liability and its shares are listed on the main board of the Stock Exchange (stock code: 388). HKEx is a recognised exchange controller under the SFO. HKEx operates the only recognised stock and futures markets in Hong Kong through its wholly-owned subsidiaries and is the frontline regulator of listed issuers in Hong Kong. In collaboration with the Shanghai and Shenzhen stock exchanges, HKEx operates Stock Connect, which gives investors in the Hong Kong and Mainland securities markets access to each other's markets. HKEx also operates recognised clearing houses in Hong Kong and provides integrated clearing and settlement services as well as depository and nominee services to their participants. HKEx also provides market data through its data dissemination entity.

Information of Tencent

According to the public information available to the Board, Tencent is a company incorporated in Cayman Islands with limited liability and its shares are listed on the main board of the Stock Exchange (stock code: 700). Tencent and its subsidiaries are principally engaged in softwares development and the provision of information technology services, internet value-added services and online advertising services to users in the People's Republic of China.

Information of the Company and the Group

The Company is listed on Main Board of the Stock Exchange (stock code: 3997) and is principally engaged in investment holding. The principal activities of the Group (including TSO) are the provision of repair and refurbishment services for mobile phones and other personal electronic products as well as the sales of related accessories.

Implications under the Listing Rules

One of the applicable percentage ratios in respect of the acquisition of the FCN exceeds 5% but is less than 25%. As such, the acquisition of the FCN constitutes a discloseable transaction of the Company and is subject to reporting and announcement requirement under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

"Board"	board of the Directors
"Company"	Telecom Service One Holdings Limited, a company
	incorporated in the Cayman Islands with limited
	liability, the shares of which are listed on Main
	Board of the Stock Exchange (Stock Code: 3997)
"Director(s)"	director(s) of the Company
"FCN"	a fixed coupon note linked to HKEx Shares and
	Tencent Shares issued by UBS AG

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"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong
"HKEx"	Hong Kong Exchanges and Clearing Limited, the
	shares of which are listed on Main Board of the
	Stock Exchange (Stock Code: 388)
"HKEx Shares"	shares in the share capital of HKEx listed on the
	main board of the Stock Exchange and traded in
	HK$
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Independent Third Party(ies)"	any person(s) or company(ies) and their respective
	ultimate beneficial owner(s) is/are not connected
	person(s) of the Company and is/are third party
	independent to the Company and it connected
	person(s) under the Listing Rules
"Listing Rules"	the rules governing the listing of securities on the
	Stock Exchange
"Shareholders"	shareholders of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Tencent"	Tencent Holdings Limited, the shares of which are
	listed on Main Board of the Stock Exchange (Stock
	Code: 700)
"Tencent Shares"	shares in the share capital of Tencent listed on the
	main board of the Stock Exchange and traded in
	HK$
"TSO"	Telecom Service One Limited, a company
	incorporated in Hong Kong with limited liability and
	wholly-owned by the Company
"%"	per cent.

By Order of the Board

Telecom Service One Holdings Limited

Cheung King Shek

Chairman

Hong Kong, 11 May 2021

As at the date of this announcement, the chairman and non-executive director of the Company is Mr. Cheung King Shek; the chief executive officer and executive director of the Company is Mr. Cheung King Fung Sunny; the non-executive directors of the Company are Mr. Cheung King Shan and Mr. Cheung King Chuen Bobby; and the independent non-executive directors of the Company are Mr. Fong Ping, Ms. Kwok Yuen Man Marisa and Mr. Tso Ka Yi.

The English text of this announcement shall prevail over the Chinese text in case of inconsistencies.

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