09:26     ITC CORPORATION<00372> - Announcement & Resumption (2)              

    Consideration:   HK$264.4 million, which will be                          
    satisfied in cash.                                                        
                                                                              
    Condition:   Completion of the agreement shall be                         
    conditional upon the obtaining of the written consent                     
    of ITC Corporation approving the transfer. ITC                            
    Corporation has given its consent to such transfer                        
    on 31 January 2005.                                                       
                                                                              
    Completion:   The transfer was completed on 31                            
    January 2005 immediately after fulfilment of the                          
    condition.                                                                
                                                                              
    CONVERSION OF CONVERTIBLE NOTES                                           
                                                                              
    On 31 January 2005, subsequent to ITC Corporation                         
    consenting to the transfer of Convertible Notes from                      
    Dr. Charles Chan to Tai Fook, ITC Corporation received                    
    conversion notices from Dr. Charles Chan and Tai Fook                     
    in respect of the conversion of the Convertible Notes                     
    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. Tai Fook becomes a substantial                      
    shareholder of ITC Corporation immediately upon                           
    conversion.                                                               
                                                                              
    The conversion price of HK$0.3 per Share represents:                      
                                                                              
    *   a discount of approximately 74.1% to 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;                                                             
                                                                              
    *   a discount of approximately 72.2% to the average                      
    closing price of HK$1.08 per Share over the last 10                       
    trading days up to and including 28 January 2005, being                   
    the last trading day prior to the release of this                         
    announcement; and                                                         
                                                                              
    *   a discount of approximately 81.7% to the unaudited                    
    net asset value of ITC Corporation of HK$1.64 per Share                   
    as at 30 September 2004.                                                  
                                                                              
    After the conversion, Convertible Notes with an                           
    aggregate principal amount of HK$176.6 million remain                     
    outstanding as at the date of this announcement, of                       
    which Convertible Notes with a principal amount of                        
    HK$137.1 million are beneficially owned by Dr. Charles                    
    Chan.                                                                     
                                                                              
    The remaining outstanding Convertible Notes with an                       
    aggregate principal amount of HK$39.5 million are                         
    owned by three registered holders, of which                               
    Convertible Notes with principal amounts of HK$12.0                       
    million and HK$8.0 million are beneficially owned by                      
    Wang Yung-tyng and Leung Choi Yin respectively. These                     
    registered holders and beneficial owners are                              
    independent of and not connected with ITC Corporation                     
    and its connected persons, as defined in the Listing                      
    Rules. The outstanding Convertible Notes are                              
    convertible into Shares at a conversion price of                          
    HK$0.3, subject to adjustments, and remain                                
    convertible until 3 March 2006.