09:26 ITC CORPORATION<00372> - Announcement & Resumption (1) The Stock Exchange of Hong Kong Limited (the "Stock Exchange") takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. ITC CORPORATION LIMITED (Incorporated in Bermuda with limited liability) (Stock code: 372) TRANSFER AND CONVERSION OF CONVERTIBLE NOTES AND PLACING OF CONVERSION SHARES The directors of ITC Corporation have been informed by Dr. Charles Chan that he has entered into an agreement with Tai Fook on 31 January 2005 for the transfer of Convertible Notes issued by ITC Corporation in the principal amount of HK$75.0 million. The consideration of HK$264.4 million for the transfer will be satisfied in cash. ITC Corporation has given its consent to such transfer on the same date. On 31 January 2005, subsequent to ITC Corporation consenting to such transfer, ITC Corporation received conversion notices from Dr. Charles Chan and Tai Fook regarding the conversion of the Convertible Notes held by them in the respective principal amounts of HK$37.9 million and HK$75.0 million into approximately 126.3 million and 250.0 million conversion Shares respectively. The 126.3 million and 250.0 million conversion Shares represent approximately 19.3% and 38.2% respectively of the existing issued ordinary share capital of ITC Corporation and approximately 12.3% and 24.3% respectively of the enlarged issued ordinary share capital of ITC Corporation following the issue of the conversion Shares. The conversion Shares have a total market value of approximately HK$436.5 million, based on the closing price of HK$1.16 per Share on 28 January 2005, being the last trading day prior to the release of this announcement. Immediately after such conversion, Tai Fook becomes a substantial shareholder of ITC Corporation. ITC Corporation has been informed that Tai Fook has entered into a placing arrangement with Tai Fook Securities to place the entire 250.0 million conversion Shares to investors independent of and not connected with ITC Corporation and its connected persons, as defined in the Listing Rules. Shareholders and investors of ITC Corporation are advised to exercise caution when dealing in the securities of ITC Corporation. Trading in the securities in ITC Corporation on the Stock Exchange was suspended at the request of ITC Corporation with effect from 9:30 a.m. on Monday, 31 January 2005 pending the release of this announcement. ITC Corporation has applied for a resumption of trading in its securities with effect from 9:30 a.m. on Tuesday, 1 February 2005. THE AGREEMENT DATED 31 JANUARY 2005 Vendor: Dr. Chan Kwok Keung Charles ("Dr. Charles Chan"), a director and a substantial shareholder of ITC Corporation Limited ("ITC Corporation") Purchaser: Tai Fook Finance Company Limited ("Tai Fook"), which is independent of and not connected with ITC Corporation and its connected persons, as defined in the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") other than temporarily being a substantial shareholder of ITC Corporation after conversion of the Convertible Notes but before placing of the conversion Shares. Assets to be transferred: 2006 convertible notes ("Convertible Notes") issued by ITC Corporation in the principal amount of HK$75.0 million, which are eligible for conversion into ordinary shares of par value HK$0.10 each in the share capital of ITC Corporation ("Shares"). The Convertible Notes were issued on 3 March 2003 with a conversion price of HK$0.3, subject to adjustments, per Share.