UTS Marketing : (1) PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; (2) PROPOSED PAYMENT OF FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT; (3) RE-ELECTION OF DIRECTORS; (4) RE-APPOINTMENT OF AUDITORS; AND (5) NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in UTS Marketing Solutions Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or transferee.

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 however arising from or in reliance upon the whole or any part of the contents of this circular.

UTS MARKETING SOLUTIONS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6113)

1. PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;
2. PROPOSED PAYMENT OF FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT;
3. 1. RE-ELECTIONOF DIRECTORS;

1. 1. RE-APPOINTMENTOF AUDITORS; AND
2. NOTICE OF ANNUAL GENERAL MEETING

1. notice convening the annual general meeting (''AGM'') of UTS Marketing Solutions Holdings Limited to be held at 10:30 a.m. on Tuesday, 18 May 2021 at Units 1302-3, 13/F, Ruttonjee House, Ruttonjee Centre, 11 Duddell Street, Central, Hong Kong is set out on pages 15 to 19 of this circular. A form of proxy for use at the AGM is enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.unitedteleservice.com). Whether or not you intend to attend and vote at the AGM or any adjourned meeting (as the case may be) in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible, but in any event not less than 48 hours before the time appointed for holding such meeting 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 or any adjournment thereof (as the case may be) should you so wish.

PRECAUTIONARY MEASURES FOR THE AGM

Considering the outbreak of the coronavirus epidemic (the ''COVID-19 outbreak''), certain measures will be implemented at the AGM with a view to addressing the risk to attendees of infection, including, without limitation, (i) all attendees being required to (a) undergo compulsory body temperature check; and (b) complete a health declaration, which may be used for contact tracing, if required; (ii) attendees who are subject to health quarantine prescribed by the Hong Kong Government not being admitted to the AGM venue; (iii) all attendees being required to wear surgical masks throughout the AGM; (iv) each attendee being assigned a designated seat to ensure social distancing; and (v) no refreshments or drinks being provided. The Company reminds attendees that they should carefully consider the risks of attending the AGM, taking into account their own personal circumstances. The Company will keep the evolving COVID-19 outbreak situation under review and may implement additional measures which it will announce closer to the date of the AGM.

19 April 2021

	CONTENTS
		Page
Definitions . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I	- Explanatory statement on the Repurchase Mandate . . . . . . . . . . . . . . .	8
Appendix II	- Details of Directors Offering for Re-election . . . . . . . . . . . . . . . . . . . . . .	11

Appendix III - Procedures for poll voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

- i -

the annual general meeting of the Company to be convened and held at 10:30 a.m. on Tuesday, 18 May 2021 at Units 1302-3,13/F, Ruttonjee House, Ruttonjee Centre, 11 Duddell Street, Central, Hong Kong, the notice of which is set out on pages 15 to 19 of this circular, or any adjournment thereof;

DEFINITIONS

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

''AGM''

''AGM Notice''	the notice convening the AGM which is set out on pages 15
	to 19 of this circular;
''Articles''	the articles of association of the Company as amended from
	time to time;
''associate(s)''	has the meaning ascribed thereto under the Listing Rules;
''Board''	the board of Directors of the Company;
''close associate(s)''	has the meaning ascribed thereto under the Listing Rules;
''Company''	UTS Marketing Solutions Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability,
	the shares of which are listed on the Main Board of the
	Stock Exchange;
''connected person(s)''	has the meaning ascribed thereto under the Listing Rules;
''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;
''Directors''	the director(s) of the Company;
''Final Dividend''	the proposed final dividend of HK4 cents per share for the
	year ended 31 December 2020 as recommended by the
	Board;
''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
	People's Republic of China;

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	DEFINITIONS
''Issue Mandate''	the general and unconditional mandate proposed to be
	granted to the Directors at the AGM to exercise all the
	powers to allot, issue and otherwise deal with new Shares
	in the Company not exceeding 20% of the aggregate
	number of Shares in issue as at the date of passing of the
	relevant resolution;
''Latest Practicable Date''	13 April 2021, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information contained herein;
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange as amended, supplemented or otherwise modified
	from time to time;
''Repurchase Mandate''	the general and unconditional mandate proposed to be
	granted to the Directors at the AGM to repurchase Shares
	of the Company on the Stock Exchange up to 10% of the
	aggregate number of Shares in issue as at the date of
	passing of the relevant resolution;
''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 par value of HK$0.01 each in the share
	capital of the Company;
''Shareholder(s)''	the shareholder(s) of the Company;
''Share Premium Account''	the share premium account of the Company with the
	amount standing to the credit of approximately
	RM67,863,000 (equivalent to HK$130,948,000) as at 31
	December 2020 based on the audited financial statements of
	the Company as at that date;
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''substantial shareholders''	has the meaning ascribed thereto under the Listing Rules;
''Takeovers Code''	the Codes on Takeovers and Mergers and Share Buy-backs
	published by the Securities and Futures Commission of
	Hong Kong as amended, supplemented or otherwise
	modified from time to time;
''%''	per cent.

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LETTER FROM THE BOARD

UTS MARKETING SOLUTIONS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6113)

Executive Directors:	Registered office:
Mr. Ng Chee Wai (Chairman)	Cricket Square, Hutchins Drive
Mr. Lee Koon Yew	PO Box 2681
Mr. Kwan Kah Yew	Grand Cayman
	KY1-1111
Independent Non-executive Directors:	Cayman Islands
Mr. Lee Shu Sum Sam
Mr. Kow Chee Seng	Principal Place of Business in Hong Kong:
Mr. Chan Hoi Kuen Matthew	Unit 1802, 18/F
	Ruttonjee House
	Ruttonjee Centre
	11 Duddell Street
	Central, Hong Kong
	19 April 2021
To all Shareholders,
Dear Sir or Madam,

PROPOSALS INVOLVING GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES;

PROPOSED PAYMENT OF FINAL DIVIDEND

OUT OF SHARE PREMIUM ACCOUNT;

RE-ELECTION OF DIRECTORS;

RE-APPOINTMENT OF AUDITORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with information in connection with the proposals at the AGM to (i) grant the Directors general mandates to issue Shares and repurchase Shares; (ii) pay the Final Dividend for the year ended 31 December 2020 out of the Share Premium Account; (iii) re-elect the retiring Directors; (iv) re-appoint auditors and to give you the AGM Notice at which resolutions will be proposed for the Shareholders to consider and, if thought fit, approve the aforesaid matters.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

Issue Mandate

At the AGM, ordinary resolutions will be proposed to (i) grant a general mandate to the Directors to allot, issue and deal with new Shares up to 20% of the aggregate number of Shares in issue as at the date of resolution to provide flexibility for the Company to raise fund by issue of new Shares efficiently and (ii) subject to the grant of the Issue Mandate and the Repurchase Mandate, increase the aggregate number of Shares which may be allotted and issued by the Directors under the Issue Mandate by the number of Shares repurchased by the Company under the Repurchase Mandate. As at the Latest Practicable Date, there were in issue an aggregate of 400,000,000 Shares. Exercise in full of the Issue Mandate, on the basis that no further Shares will be issued or repurchased prior to the date of the AGM, could accordingly result in up to 80,000,000 Shares being issued by the Company under the Issue Mandate. The Issue Mandate shall remain in force until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of Cayman Islands to be held; and (iii) the revocation or variation of the authority given by the Shareholders by an ordinary resolution of the Shareholders in general meeting.

Repurchase Mandate

At the AGM, an ordinary resolution, if passed, will grant the Directors a general and unconditional mandate to repurchase Shares up to a maximum of 10% of the aggregate number of Shares in issue as at the date of resolution at any time during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of Cayman Islands to be held; and (iii) the revocation or variation of the authority given by the Shareholders by an ordinary resolution of the Shareholders in general meeting.

An explanatory statement to provide relevant information in respect of the Repurchase Mandate is set out in Appendix I to this circular.

PAYMENT OF FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT

The Board has recommended the declaration and payment of the Final Dividend out of the Share Premium Account for the year ended 31 December 2020, subject to the Shareholders' approval at the AGM.

As at the Latest Practicable Date, the Company has 400,000,000 Shares in issue. Based on the number of issued Shares as at the Latest Practicable Date, the Final Dividend, if declared and paid, will amount to an aggregate amount of HK$16,000,000. Subject to the fulfilment of the conditions set out in the paragraph headed ''Conditions of the Payment of Final Dividend out of Share Premium Account'' below, the Final Dividend is intended to be paid out of the Share Premium Account pursuant to Article 134 of the Articles and in accordance with the Cayman Companies Act.

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LETTER FROM THE BOARD

As at 31 December 2020, based on the audited consolidated financial statements of the Group, the amount standing to the credit of the Share Premium Account was approximately RM67,863,000 (equivalent to approximately HK$130,948,000). Following the payment of the Final Dividend, there will be a remaining balance of approximately RM59,303,000 (equivalent to approximately HK$114,948,000) standing to the credit of the Share Premium Account.

Conditions of the Payment of Final Dividend out of Share Premium Account

The payment of the Final Dividend out of the Share Premium Account is conditional upon the satisfaction of the following conditions:

1. the passing of an ordinary resolution by the Shareholders at the AGM declaring and approving the payment of the Final Dividend out of the Share Premium Account pursuant to Article 134 of the Articles;
2. the Directors being satisfied that there are no reasonable grounds for believing that the Company is, immediately following the date on which the Final Dividend is paid, unable to pay its debts as they fall due in the ordinary course of business; and
3. the Company having complied with all requirements under the laws of the Cayman Islands regarding the payment of Final Dividend out of the Share Premium Account

Subject to the fulfilment of the above conditions, it is expected that the Final Dividend will be paid in cash on or about Tuesday, 8 June 2021 to those Shareholders whose names appear on the Register of Members of the Company at the close of business on Monday, 31 May 2021, being the record date for determination of entitlements to the Final Dividend.

The conditions set out above cannot be waived. If the conditions set out above are not satisfied, the Final Dividend will not be paid.

Reasons for and effect of the payment of the Final Dividend out of the Share Premium Account

The Board considers that it is unnecessary to maintain the Share Premium Account at the current level and it is appropriate to distribute the Final Dividend in recognition of Shareholders' support.

After taking into account a number of factors including cash flow and financial condition of the Company, the Board considers it is appropriate and proposes that Final Dividend be paid out of the Share Premium Account in accordance with Article 134 of the Articles and the Cayman Companies Act. The Board considers such arrangement to be in the interests of the Company and its Shareholders as a whole.

The Board believes that the payment of the Final Dividend will not have any material adverse effect on the underlying assets, business, operations or financial position of the Group and does not involve any reduction in the authorised or issued share capital of the Company or reduction in the nominal value of the Shares or result in any change in the trading arrangements in respect of the Shares.

- 5 -

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

Pursuant to Article 84 of the Articles, at each annual general meeting, one-third of the Directors for the time being (or if their number is not three or in a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation. Mr. Lee Koon Yew and Mr. Kow Chee Seng will retire, and being eligible, have offered themselves for re-election at the AGM.

Details of the retiring Directors who are proposed to be re-elected at the AGM are set out in the Appendix II to this circular.

PROPOSED RE-APPOINTMENT OF AUDITORS

The financial statements of the Group for the year ended 31 December 2020 were audited by RSM Hong Kong whose term of office will expire upon the conclusion of the AGM.

The Board proposed to re-appoint RSM Hong Kong as the independent auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration.

ANNUAL GENERAL MEETING

The AGM Notice is set out on pages 15 to 19 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein.

A form of proxy for the AGM is enclosed herewith and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.unitedteleservice.com). Whether or not you are able to attend the AGM in person, please complete and return the form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof (as the case may be) should you so wish.

VOTING BY POLL AT THE ANNUAL GENERAL MEETING

Pursuant to Rule 13.39(4) of the Listing Rules, any votes of the Shareholders at a general meeting must be taken by poll unless the chairman of the meeting may in good faith, allow a resolution which related purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules. Details of procedures for conducting a poll are set out in the Appendix III to this circular.

- 6 -

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the forthcoming annual general meeting, the register of members of the Company will be closed from Wednesday, 12 May 2021 to Tuesday, 18 May 2021 (both days inclusive), during such period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the AGM, all transfer of shares of the Company accompanied by the relevant share certificate(s) and appropriate transfer form(s) must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 11 May 2021.

For determining the entitlement to the Final Dividend for the year ended 31 December 2020, the register of members will be closed from Wednesday, 26 May 2021 to Monday, 31 May 2021 (both days inclusive). The record date will be Monday, 31 May 2021. In order to qualify for the Final Dividend, all transfer forms accompanied by relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 25 May 2021.

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 Board considers that the Issue Mandate, the Repurchase Mandate, the extension of Issue Mandate, the payment of the Final Dividend for the year ended 31 December 2020 out of the Share Premium Account, the re-election of the retiring Directors and the re-appointment of auditors are in the interests of the Company and the Shareholders as a whole, and therefore recommends the Shareholders to vote in favour of all of the relevant resolutions to be proposed at the AGM.

Yours faithfully,

By Order of the Board

UTS Marketing Solutions Holdings Limited

Ng Chee Wai

Chairman and Executive Director

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This is an explanatory statement required by the Stock Exchange to be presented to Shareholders concerning the Repurchase Mandate proposed to be granted to the Directors.

1. LISTING RULES FOR REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution, either by way of a general mandate to the directors or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

2. FUNDING OF REPURCHASES

Any repurchases will be made out of funds which are legally available for such purpose in accordance with the memorandum of association and the Articles and the applicable laws of the Cayman Islands. The Cayman Islands laws provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the profits that would otherwise be available for distribution by way of dividend or the proceeds of a new issue of shares made for such purpose. The amount of premium payable on redemption may only be paid out of either the profit that would otherwise be available for distribution by way of dividend or out of share premium of the Company. Under the Cayman Islands laws, the repurchased shares will remain part of the authorised but unissued share capital of the Company.

If the Repurchase Mandate is exercised, the Directors intend to apply the profits that would otherwise be available for distribution by way of dividend for any purchase of its Shares. There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

3. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 400,000,000 Shares.

Subject to the passing of the resolution no. 5(B) as set out in the AGM Notice and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 40,000,000 Shares (representing 10% of the number of Shares in issue) during the period from the date of the passing of the resolution no. 5(B) as set out in the AGM Notice up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

within which the next annual general meeting of the Company is required by the Articles or the applicable laws of the Cayman Islands to be held; or (iii) the revocation or variation of the authority given by the Shareholders by an ordinary resolution of the Shareholders in general meeting, whichever occurs first.

4. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders. The Directors have no present intention to repurchase any Shares but consider that the mandate will provide the Company with the flexibility to make such repurchase when appropriate and beneficial to the Company.

5. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Price Per Share
	Highest	Lowest
	HK$	HK$
2020
April	0.91	0.61
May	0.9	0.71
June	0.87	0.72
July	0.89	0.59
August	1.00	0.63
September	0.99	0.78
October	0.95	0.77
November	0.94	0.80
December	1.06	0.80
2021
January	1.04	0.90
February	1.10	0.91
March	1.10	0.88
April (up to the Latest Practicable Date)	1.10	0.92

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum of association and the Articles and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has any present intention to sell Shares to the Company, nor has he/ she/it undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

7. TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increase, such 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, depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date and to the best of the knowledge and belief of the Directors based on the register kept by the Company under Section 336 of the SFO, Mr. Ng Chee Wai, together with his associates and parties acting in concert with him, directly or indirectly, own an aggregate of 180,000,000 Shares, representing approximately 45% of the issued share capital of the Company. Upon full exercise of the Repurchase Mandate and assuming that no further Shares are issued or repurchased prior to the date of the AGM, the aggregate shareholding of Mr. Ng Chee Wai and his associates and parties acting in concert with him would be increased to approximately 50% of the issued share capital of the Company and such increase would give rise to an 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 would arise under the Takeovers Code as a consequence of any repurchase pursuant to the Repurchase Mandate.

The Directors will not exercise their powers under the Repurchase Mandate to the extent if that repurchase would result in the number of Shares which are in the hands of the public falling below the minimum public float requirement under the Listing Rules.

8. SHARE PURCHASE MADE BY THE COMPANY

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

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APPENDIX II DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

The details of the Directors to retire and proposed to be re-elected at the AGM are set out as follows:

Mr. Lee Koon Yew

Mr. Lee Koon Yew, aged 65, is an executive Director and the chief executive officer of our Group. Mr. Lee is responsible for formulating the overall business strategy and planning, overseeing our Group's performance and management.

Mr. Lee has more than 25 years of experiences in the insurance industry. During the period between 1981 and 1995, he worked in Hong Leong Assurance Berhad and his last position was assistant general manager responsible for the general management of the said company.

From September 1995 to December 2006, Mr. Lee became the Country Manager & Principal Officer of Chubb Insurance Malaysia Berhad (formerly known as ACE Synergy Insurance Bhd), responsible for the overall management of the said company. After working in the said company for 11 years, he joined Tahan Insurance Berhad as the chief executive officer and was responsible for the overall management of the said company. He then joined our Group in December 2009.

Mr. Lee was the chairman of Insurance Services Malaysia from 2005 to 2009. He was also the chairman of General Insurance Association of Malaysia (PIAM), the director of Malaysian Ratings Corp. Bhd. and the director of Malaysian Insurance Institute during the period from 2008 to 2009.

Mr. Lee obtained a Bachelor of Commerce degree from the University of Canterbury in May 1980.

Save as disclosed herein and being the director of the subsidiaries of the Company, Mr. Lee has not previously held and is not holding any other position with any of the Company or its subsidiaries and does not hold any other directorships in any listed public companies in the last three years or other major appointments and qualifications.

Mr. Lee does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Lee, through Marketing Talent (UTS) Limited, a company incorporated in the British Virgin Islands and wholly-owned by Mr. Lee, indirectly held 66,000,000 Shares, representing 16.5% of the Shares and is accordingly deemed to be interested in the Shares which are required to be disclosed pursuant to Part XV of the SFO.

The Company has entered into a service contract with Mr. Lee, pursuant to which the appointment of Mr. Lee as an executive Director is for a term of three years commencing from 12 July 2020 subject to retirement and re-election at annual general meeting of the Company pursuant to the Articles. As an executive Director, the emoluments of Mr. Lee is

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APPENDIX II DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

HK$2,298,000 (equivalent to approximately RM1,251,000) per annum, which was determined by the Board with reference to the prevailing market rate, his experience and qualification and his duties and responsibilities with the Company.

Save as disclosed above, the Board is not aware of any other matters in relation to the reelection of Mr. Lee that need to be brought to the attention of the Shareholders of the Company nor is there any information which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Mr. Kow Chee Seng

Mr. Kow Chee Seng, aged 52, is an independent non-executive Director. Mr. Kow has more than 20 years of accounting experience. He was an auditor in Lim, Tay & Co. (林鄭會計 公司) during the period between January 1994 and June 2005, responsible for auditing, taxation and accounting works. He then served as an accountant in Dolomite Industrial Park Sdn. Bhd. from December 2005 to August 2006, responsible for liaising with the auditor, ensuring compliance with internal control policies, preparing the accounts of the said company. Mr. Kow joined Bintai Kinden Corporation Berhad as the accountant in 2006, responsible for management of accounts, and treasury management. He became a partner of J&K Management Consultancy Services and worked there until April 2010, providing accounting and secretarial management consultancy services. In 2010, he founded CS Kow & Associates, providing audit, taxation, accounting and company secretarial services. Mr. Kow became a fellow member of the Association of Chartered Certified Accountants in January 2004. He also became an approved company auditor licensed by the Ministry of Finance of Malaysia in 2010, and an approved tax agent licensed by the Ministry of Finance of Malaysia in 2014.

Mr. Kow obtained a Diploma in Commerce (Major in Financial Accounting) from College Tunku Abdul Rahman, Malaysia in July 1993.

Save as disclosed herein, Mr. Kow has not previously held and is not holding any other position with any of the Company or its subsidiaries and does not hold any other directorships in any listed public companies in the last three years or other major appointments and qualifications.

Save as disclosed herein, Mr. Kow does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Kow did not hold any Shares within the meanings of Part XV of the SFO.

The Company has entered into a letter of appointment with Mr. Kow, pursuant to which the appointment of Mr. Kow as an independent non-executive Director is for a term of three years commencing from 12 July 2020 subject to retirement and re-election at annual general meeting of the Company pursuant to the Articles. As an independent non-executive Director, the emoluments of Mr. Kow is HK$180,000 (equivalent to approximately RM98,000) per annum, which was determined by the Board with reference to the prevailing market rate, his experience and qualification and his duties and responsibilities with the Company.

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APPENDIX II DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

Save as disclosed above, the Board is not aware of any other matters in relation to the reelection of Mr. Kow that need to be brought to the attention of the Shareholders of the Company nor is there any information which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX III	PROCEDURES FOR POLL VOTING

The chairman of the meeting will at the AGM demand, pursuant to article 66 of the Articles, poll voting on all resolutions set out in the AGM Notice.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representatives, shall have one vote for every Share of which he/she/it is the holder.

A Shareholder present in person or by proxy or by authorised representatives who is entitled to more than one vote does not have to use all his/her/its votes (i.e., he/she/it can cast less votes than the number of Shares he/she/its holds or represents) or to cast all his/her/its votes the same way (i.e., he/she/it can cast some of his/her/its votes in favour of the resolution and some of his/her/its votes against the resolution).

The poll voting slip will be distributed to Shareholders or their proxies or authorised representatives upon registration of attendance at the AGM. Shareholders who want to cast all their votes entitled may mark a ''P'' in either ''FOR'' or ''AGAINST'' box corresponding to the resolution to indicate whether he/she/it supports that resolution. For Shareholders who do not want to use all their votes or want to split votes in casting a particular resolution shall indicate the number of votes cast on a particular resolution in the ''FOR'' or ''AGAINST'' box, where appropriate, but the total votes cast must not exceed his/her/its entitled votes, or otherwise, the voting slip will be spoiled and the Shareholder's vote will not be counted.

After closing the poll, the Company's share registrar, Tricor Investor Services Limited, will act as scrutineer and count the votes and the poll results will be published after the AGM.

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NOTICE OF ANNUAL GENERAL MEETING

UTS MARKETING SOLUTIONS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6113)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of UTS Marketing Solutions Holdings Limited (the ''Company'') will be held at 10:30 a.m. on Tuesday, 18 May 2021 at Units 1302-3, 13/F, Ruttonjee House, Ruttonjee Centre, 11 Duddell Street, Central, Hong Kong for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements and, together with the report of the directors of the Company (collectively, the ''Directors'' and each a ''Director'') and report of the independent auditors of the Company for the year ended 31 December 2020;
2. (a) The declaration and payment of a final dividend of HK4 cents per ordinary share out of the Share Premium Account of the Company (the ''Final Dividend'') to shareholders of the Company whose names appeared on the register of members of the Company on the record date fixed by the board of Directors (the ''Board'') for determining the entitlements to the Final Dividend be and is hereby approved; and
3. 1. Any Director be and is hereby authorised to take such action, do such things and execute such further documents as the Director may at his absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the payment of the Final Dividend;
4. (a) To re-elect Lee Koon Yew as executive Director;
5. 1. To re-elect Kow Chee Seng as independent non-executive Director;
   2. To authorise the board of Directors to fix the remuneration of the Directors;
6. To re-appoint RSM Hong Kong Certified Public Accountants as independent auditors of the Company and to authorise the board of Directors to fix their remuneration; and

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NOTICE OF ANNUAL GENERAL MEETING

5. As special business, to consider and, if thought fit, pass, with or without modification, the following resolutions as ordinary resolutions:

1. ''THAT:
2. 1. subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to allot, issue or deal with additional shares in the share capital of the Company or securities convertible into such shares or options, warrants or similar rights to subscribe for any shares or convertible securities and to make or grant offers, agreements, and options which might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;
   3. the aggregate number of shares of the Company (the ''Shares'') allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to adoption or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the exercise of the subscription rights or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company and from time to time outstanding, (iii) the exercise of any option granted under the share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants as stipulated in such share option scheme or similar arrangement of shares or rights to acquire shares of the Company, or (iv) any scrip dividend or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time, shall not exceed 20 per cent. of the aggregate number of Shares in issue as at the date of passing of this resolution and the said approval be limited accordingly; and
   4. for the purpose of this resolution:
      ''Relevant Period'' means the period from passing of this resolution until whichever is the earlier of:
   5. 1. the conclusion of the next annual general meeting of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

1. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of Cayman Islands to be held; and
2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

''Rights Issue'' means an offer of shares of the Company open for a period fixed by the directors of the Company to holders of shares of the Company in the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangement as the directors of the Company 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 any recognised regulatory body or such stock exchange in any territory outside Hong Kong).''

1. ''THAT:
2. 1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase its own shares on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange''), subject to and in accordance with all applicable laws and regulations of Cayman Islands, articles of association of the Company and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;
   2. the aggregate number of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate number of Shares in issue as at the date of passing of this resolution and the said approval be limited accordingly; and
   3. for the purpose of this resolution:
      ''Relevant Period'' means the period from passing of this resolution until whichever is the earlier 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 by the articles of association of the Company or any applicable laws of Cayman Islands to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.''
2. ''THAT subject to the passing of resolutions numbered 5(A) and 5(B), the aggregate number of Shares which are to be purchased by the Company pursuant to the authority granted to the directors of the Company mentioned in resolution numbered 5(B) shall be added to the aggregate number of Shares that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to resolution numbered 5(A) above, provided that such amount shall not exceed 10 per cent. of the aggregate number of Shares in issue as at the date of passing of this resolution.''

By order of the Board

UTS Marketing Solutions Holdings Limited

Wong Weng Yuen

Company Secretary

Hong Kong, 19 April 2021

Principal place of business in Hong Kong

Unit 1802, 18/F

Ruttonjee House

Ruttonjee Centre

11 Duddell Street

Central, Hong Kong

Notes:

1. Considering the outbreak of the coronavirus epidemic (the ''COVID-19 outbreak''), certain measures will be implemented at the AGM with a view to addressing the risk to attendees of infection, including, without limitation, (i) all attendees being required to (a) undergo compulsory body temperature check; and (b) complete a health declaration, which may be used for contact tracing, if required; (ii) attendees who are subject to health quarantine prescribed by the Hong Kong Government not being admitted to the AGM venue;
2. 1. all attendees being required to wear surgical masks throughout the AGM; (iv) each attendee being assigned a designated seat to ensure social distancing; and (v) no refreshments or drinks being provided. The Company reminds attendees that they should carefully consider the risks of attending the AGM, taking into account their own personal circumstances. The Company will keep the evolving COVID-19 outbreak situation under review and may implement additional measures which it will announce closer to the date of the AGM.
3. A member entitled to attend and vote at the above meeting (or at any adjournment thereof) is entitled to appoint another person as his proxy to attend and vote in his stead. A proxy need not be a member of the Company.
4. Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

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NOTICE OF ANNUAL GENERAL MEETING

1. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practise in Hong Kong), must be deposited with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time fixed for holding the above meeting or any adjournment thereof.
2. For determining the entitlement to attend and vote at the forthcoming annual general meeting, the register of members of the Company will be closed from Wednesday, 12 May 2021 to Tuesday, 18 May 2021 (both days inclusive), during such period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the forthcoming annual general meeting, all transfer of shares of the Company accompanied by the relevant share certificate(s) and appropriate transfer form(s) must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 11 May 2021.
3. For determining the entitlement to the Final Dividend for the year ended 31 December 2020, the register of members will be closed from Wednesday, 26 May 2021 to Monday, 31 May 2021, (both days inclusive), during such period no transfer of shares of the Company will be registered. The record date will be Monday, 31 May 2021. In order to qualify for the Final Dividend, all transfer forms accompanied by relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 25 May 2021.
4. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the annual general meeting or any adjourned meeting (as the case may be) should he so wish.
5. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
6. If Typhoon Signal No. 8 or above is hoisted, or a ''black'' rainstorm warning signal or ''extreme conditions after super typhoons'' announced by the Government of Hong Kong is/are in force in Hong Kong at or at any time after 10:00 a.m. on the date of the meeting, the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.unitedteleservice.com and on the website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.

As at the date of this notice, the Directors of the Company are:

Executive Directors:

Mr. Ng Chee Wai (Chairman)

Mr. Lee Koon Yew

Mr. Kwan Kah Yew

Independent Non-executive Directors:

Mr. Lee Shu Sum Sam

Mr. Kow Chee Seng

Mr. Chan Hoi Kuen Matthew

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