Telecom Service One : Proposals for General Mandates to Issue New Shares and to Repurchase Shares, Re-election of Directors, and Notice of Annual General Meeting

01 cover 43397-03D 0..2

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Telecom Service One Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or to the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') 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.

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)

PROPOSALS FOR GENERAL MANDATES

TO ISSUE NEW SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the ''AGM'') of Telecom Service One Holdings Limited (the ''Company'') to be held at 12: 00 noon on Friday, 29 July 2016 at 10/F., YHC Tower, No.1 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong is set out on pages 16 to 20 of this circular. A form of proxy for use at the AGM is enclosed with this circular.

Whether or not you are able to attend the AGM, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's 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 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

This circular will remain on the ''Latest Company Announcements'' page of the Growth Enterprise Market (''GEM'') website at www.hkgem.com for at least 7 days from the date of its posting and on the website of the Company at www.tso.cc.

The English text of this circular shall prevail over the Chinese text in case of inconsistency.

28 June 2016

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.

Pages

Definitions ........ ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

Letter from the Board

1. Introduction ..... ........ ....... ....... ........ ....... ........ ....... ....... 3

2. Proposed Grant of the Issue and Repurchase Mandates ... ........ ....... ....... 4

3. Proposed Re-election of Directors ....... ........ ....... ........ ....... ....... 4

4. AGM and Proxy Arrangement ... ....... ........ ....... ........ ....... ....... 5

5. Responsibility Statement . ....... ....... ........ ....... ........ ....... ....... 5

6. Recommendation ........ ....... ....... ........ ....... ........ ....... ....... 6

7. General Information ..... ....... ....... ........ ....... ........ ....... ....... 6

Appendix I - Explanatory Statement on the Repurchase Mandate ... ....... ....... 7

Appendix II - Details of the Retiring Directors Proposed

to be Re-elected at the AGM 13

Notice of AGM 16

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

''AGM'' the annual general meeting of the Company to be held at 12: 00 noon on Friday, 29 July 2016 at 10/F., YHC Tower, No.1 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 16 to 20 of this circular, or any adjournment thereof;

''Articles of Association'' the articles of association of the Company as amended and restated from time to time;

''Board'' the board of Directors;

''Company'' Telecom Service One Holdings Limited (電訊首科控股有限公

司), a company incorporated in the Cayman Islands with limited liability and whose shares are listed on GEM;

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

''Extended Mandate'' a general mandate to add the aggregate number of Shares

repurchased by the Company under the Repurchase Mandate to the Issue Mandate, subject to a maximum of 10% of the issued share capital of the Company as at the date of passing of the ordinary resolution granting such mandate;

''GEM'' the Growth Enterprise Market of the Stock Exchange;

''GEM Listing Rules'' the Rules Governing the Listing of Securities on GEM;

''General Mandates'' the Issue Mandate, the Repurchase Mandate and the Extended

Mandate;

''Group'' the Company and its subsidiaries;

''HK$'' or ''Hong Kong dollar(s)''

Hong Kong dollars, the lawful currency of Hong Kong;

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