BitStrat Holdings Limited — Proxy Solicitation & Information Statement 2018

Apr 23, 2018

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 (the ‘‘Company’’), 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 Cayman Islands with limited liability) (Stock Code: 6113)

(1) PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; (2) RE-ELECTION OF DIRECTORS; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (‘‘AGM’’) of UTS Marketing Solutions Holdings Limited to be held at Conference Room A, 1804A, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 25 May 2018 at 11:00 a.m. is set out on pages 17 to 21 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 22, 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.

23 April 2018

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I	— Explanatory statement on the Repurchase Mandate . . . . . . . . . . . . . . .	7
Appendix II	— Details of Directors Offering for Re-election . . . . . . . . . . . . . . . . . . . . . .	10
Appendix III — Procedures for poll voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		16
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		17

– i –

DEFINITIONS

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

• ‘‘AGM’’ the annual general meeting of the Company to be convened and held at Conference Room A, 1804A, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 25 May 2018 at 11:00 a.m., the notice of which is set out on pages 17 to 21 of this circular, or any adjournment thereof;

• ‘‘AGM Notice’’ the notice convening the AGM which is set out on pages 17 to 21 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;

• ‘‘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;

• ‘‘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 nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution;

– 1 –

DEFINITIONS

• ‘‘Latest Practicable Date’’

• ‘‘Listing Date’’

• ‘‘Listing Rules’’

• ‘‘Repurchase Mandate’’

• ‘‘SFO’’

• ‘‘Share(s)’’

• ‘‘Shareholder(s)’’

• ‘‘Stock Exchange’’

• ‘‘substantial shareholders’’

• ‘‘Takeovers Code’’

• ‘‘%’’

• 13 April 2018, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein;

• 12 July 2017, being the date on which Shares are listed and from which dealings in the Shares commenced on the Main Board of the Stock Exchange;

• the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time;

• 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 nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution;

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time;

• ordinary share(s) of par value of HK$0.01 each in the share capital of the Company;

• the shareholder(s) of the Company;

• The Stock Exchange of Hong Kong Limited;

• has the meaning ascribed thereto under the Listing Rules;

• 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.

– 2 –

LETTER FROM THE BOARD

UTS MARKETING SOLUTIONS HOLDINGS LIMITED

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 6113)

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

Registered office: Cricket Square, Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal Place of Business in Hong Kong: Unit 1802, 18/F Ruttonjee House Ruttonjee Centre 11 Duddell Street Central, Hong Kong

23 April 2018

To all Shareholders,

Dear Sir or Madam,

PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

AND

RE-ELECTION OF DIRECTORS 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) re-elect the retiring Directors; and to give you notice of the AGM.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

The 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 entire issued share capital of the Company 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 nominal amount of the number of Shares which may be allotted and issued by the Directors under the Issue Mandate by an amount equivalent to the nominal amount of 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.

The Repurchase Mandate

At the forthcoming AGM, an ordinary resolution, which if passed, will grant the Directors a general and unconditional mandate to repurchase Shares with an aggregate nominal amount up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of resolution at any time during the period ended 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.

RE-ELECTION OF DIRECTORS

Pursuant to Article 83(3) of the Articles, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Shareholders after his appointment and be subject to re-election at such meeting. Mr. Lee Shu Sum Sam, Mr. Kow Chee Seng and Mr. Chan Hoi Kuen Matthew were appointed on 14 June 2017 and are therefore shall retire at the forthcoming AGM.

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LETTER FROM THE BOARD

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. Kwan Kah Yew will retire, and being eligible, have offered themselves for re-election at the forthcoming 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.

ANNUAL GENERAL MEETING

The AGM Notice is set out on pages 17 to 21 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 22, 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. Pursuant to the Listing Rules, voting by poll is required for any resolution put to vote at the AGM.

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.

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.

– 5 –

LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the Issue Mandate, the Repurchase Mandate and the re-election of the retiring Directors are in the interests of the Company and the Shareholders, 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 2017) 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.

– 7 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

Subject to the passing of the resolution no. 4(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 issued share capital of the Company) during the period from the date of the passing of the resolution no. 4(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 within which the next annual general meeting of the Company is required by the Articles or the applicable laws of 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 nine months preceding the Latest Practicable Date since the Listing Date were as follows:

	Price Per	Share
	Highest	Lowest
	HK$	HK$
2017
July	1.94	1.20
August	1.52	1.29
September	1.65	1.34
October	1.59	1.41
November	1.74	1.49
December	1.62	1.29
2018
January	1.70	1.30
February	1.47	1.24
March	1.55	1.29
April (up to the Latest Practicable Date)	1.45	1.41

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

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

DETAILS OF RETIRING DIRECTORS

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

1. Mr. Lee Koon Yew

Mr. Lee Koon Yew, aged 62, is an executive Director and the chief executive officer of the Group. Mr. Lee is responsible for formulating the overall business strategy and planning; overseeing the 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 the 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 stated 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 is 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.

– 10 –

DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

APPENDIX II

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 the Listing Date 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 HK$1,080,000 (equivalent to approximately RM624,000) 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 re-election 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.

2. Mr. Kwan Kah Yew

Mr. Kwan Kah Yew, aged 49, is an executive Director and is responsible for formulating overall business development strategy and planning, overseeing the Group’s performance and financial management.

Mr. Kwan worked in various accounting firms as audit staff during the period between January 1994 and July 1998 responsible of reviewing and preparing the consolidated accounts and fund flow statements.

From July 1998 to July 2009, Mr. Kwan worked in Chubb Insurance Malaysia Berhad (formerly known as ACE Synergy Insurance Berhad) as Chief Financial Officer, responsible for management of financial-related matters of the Company. He joined the Group in June 2010.

Mr. Kwan has been a fellow of The Association of Chartered Certified Accountants since September 2002.

Mr. Kwan obtained a Diploma in Commerce (Financial Accounting) from Kolej Tunku Abdul Rahman College in June 1993.

Save as stated herein and being the director of the subsidiaries of the Company, Mr. Kwan 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. Kwan 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. Kwan, through Marketing Wisdom (UTS) Limited, a company incorporated in the British Virgin Islands, and is wholly-owned by Mr. Kwan, indirectly held 54,000,000 Shares, representing 13.5% 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.

– 11 –

DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

APPENDIX II

The Company has entered into a service contract with Mr. Kwan, pursuant to which, the appointment of Mr. Kwan as an executive Director is for a term of three years commencing from the Listing Date 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. Kwan is HK$1,080,000 (equivalent to approximately RM624,000) 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 re-election of Mr. Kwan 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.

3. Mr. Lee Shu Sum Sam

Mr. Lee Shu Sum Sam (李樹深), aged 46, is an independent non-executive Director.

Mr. Lee started his career in April 1994 as a customer service officer in Seapower Futures Limited, responsible for analyzing and providing up-to-date market information of currency commodity and US stock market to customers. During the period between June 1996 and August 2005, Mr. Lee was the business analyst in The Hong Kong Jockey Club, responsible for overall project management. During the period between 2005 and 2009, Mr. Lee had worked in (i) The Hong Kong Broadband Network Limited as assistant IT manager, (ii) The Hong Kong International Terminals Limited as systems analyst and (iii) The Hong Kong Economic Times Limited as project manager.

Mr. Lee obtained a Bachelor of Information Technology from Griffith University in April 1994.

Save as stated herein, 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 did not hold any shares in the Company within the meanings of Part XV of the SFO.

– 12 –

DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

APPENDIX II

The Company has entered into a letter of appointment with Mr. Lee, pursuant to which, the appointment of Mr. Lee as an independent non-executive Director is for a term of three years commencing from the Listing Date subject to retirement and re-election at annual general meeting of the Company pursuant to the Articles. As an independent nonexecutive Director, the emoluments of Mr. Lee is HK$156,000 (equivalent to approximately RM90,000) 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 re-election 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.

4. Mr. Kow Chee Seng

Mr. Kow Chee Seng, aged 49, is an independent non-executive Director.

Mr. Kow has more than 17 years of accounting experiences. 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 C S 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 stated 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 stated 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.

– 13 –

DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

APPENDIX II

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 the Listing Date subject to retirement and reelection at annual general meeting of the Company pursuant to the Articles. As an independent non-executive Director, the emoluments of Mr. Kow is HK$156,000 (equivalent to approximately RM90,000) 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 re-election 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.

5. Mr. Chan Hoi Kuen Matthew

Mr. Chan Hoi Kuen Matthew (陳海權), aged 46, is an independent non-executive Director.

Mr. Chan is currently a career representative unit manager in AIA International Limited, responsible for serving clientele in respect of their insurance coverage and wealth management. Prior to joining AIA International Limited, Mr. Chan had worked in (i) Indover Bank (Asia) Limited as assistant vice president of the commercial banking department, (ii) Australia and New Zealand Banking Group Limited as Manager, (iii) Calyon Corporate and Investment Bank as manager in Ship Finance Department and (iv) DBS Bank (Hong Kong) Limited as senior relationship manager and (v) Indover Bank (Asia) Limited as vice president.

Mr. Chan is currently an independent non-executive director of CBK Holdings Limited (國茂控股有限公司), a company listed on GEM of the Stock Exchange (stock code: 8428).

Mr. Chan is a certified practising accountant since November 1997 and he became an associate of the Hong Kong Society of Accountants (currently known as ‘‘Hong Kong Institute of Certified Public Accountants’’) in February 2001.

Mr. Chan obtained a Bachelor of Commerce in Accounting and Finance from The University of New South Wales, Australia in October 1994 and a postgraduate diploma in Financial Policy from the University of London, United Kingdom through distance learning in December 1996.

Save as stated herein, Mr. Chan does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as stated herein, as at the Latest Practicable Date, Mr. Chan did not hold any Shares within the meanings of Part XV of the SFO.

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DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

APPENDIX II

Save as stated herein, the Company has entered into a letter of appointment with Mr. Chan, pursuant to which, the appointment of Mr. Chan as an independent non-executive Director is for a term of three years commencing from the Listing Date 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. Chan is HK$156,000 (equivalent to approximately RM90,000) 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. Chan 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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PROCEDURES FOR POLL VOTING

APPENDIX III

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 Service 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 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 (‘‘Company’’) will be held at Conference Room A, 1804A, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 25 May 2018 at 11:00 a.m. 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 2017;

2. a. To re-elect Mr. Lee Koon Yew as executive Director;

3. b. To re-elect Mr. Kwan Kah Yew as executive Director;

4. c. To re-elect Mr. Lee Shu Sum Sam as independent non-executive Director;

5. d. To re-elect Mr. Kow Chee Seng as independent non-executive Director;

6. e. To re-elect Mr. Chan Hoi Kuen Matthew as independent non-executive Director;

7. f. To authorise the board of Directors to fix the remuneration of the Directors;

8. 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;

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NOTICE OF ANNUAL GENERAL MEETING

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

2. (A) ‘‘THAT’’:

   • a. 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;

   • b. 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;

   • c. the aggregate nominal amount of share capital 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 nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and the said approval be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• d. for the purpose of this resolution:

‘‘Relevant Period’’ means the period from passing of this resolution until whichever is the earlier 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 of association of the Company or any applicable laws of Cayman Islands to be held; and

• (iii) 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).’’

(B) ‘‘THAT:

• a. 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;

• b. the aggregate nominal amount of shares of the Company 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 nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and the said approval be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• c. for the purpose of this resolution:

‘‘Relevant Period’’ means the period from passing of this resolution until whichever is the earlier 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 of association of the Company or any applicable laws of Cayman Islands to be held; and

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.’’

• (C) ‘‘THAT subject to the passing of resolutions numbered 4(A) and 4(B), the aggregate nominal amount of the share capital of the Company which are to be purchased by the Company pursuant to the authority granted to the directors of the Company mentioned in resolution numbered 4(B) shall be added to the aggregate nominal amount of share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to resolution numbered 4(A) above, provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company 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, 23 April 2018

Principal Place of business in Hong Kong

Unit 1802, 18/F Ruttonjee House Ruttonjee Centre 11 Duddell Street Central, Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. 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.

2. 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.

3. 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 22, 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.

4. 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 21 May 2018 to 25 May 2018 (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 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on 18 May 2018.

5. 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.

6. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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