09:27 ITC CORPORATION<00372> - Announcement & Resumption (4) Shareholders Before the conversion of the Convertible Notes After the conversion of the Convertible Notes After the conversion of the Convertible Notes and placing of conversion Shares After the conversion of the Convertible Notes and placing of conversion Shares, and assuming full conversion of remaining outstanding Convertible Notes No. of Shares % No. of Shares % No. of Shares % No. of Shares % Dr. Charles Chan 219,681,911 33.6% 346,015,244 33.6% 346,015,244 33.6% 803,015,244 49.6% Tai Fook - 0.0% 250,000,000 24.3% - 0.0% - 0.0% Public 434,612,196 66.4% 434,612,196 42.1% 684,612,196 66.4% 816,278,862 50.4% 654,294,107 100.0% 1,030,627,440 100.0% 1,030,627,440 100.0% 1,619,294,106 100.0% GENERAL 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. As at the date of this announcement, the board of directors (the "Board") of ITC Corporation comprises:- Executive Directors: Dr. Chan Kwok Keung, Charles (Chairman) Mr. Lau Ko Yuen, Tom (Deputy Chairman) Ms. Chau Mei Wah, Rosanna (Managing Director) Mr. Chan Kwok Hung Mr. Chan Fut Yan Mr. Cheung Hon Kit Independent Non-Executive Directors: Mr. Chuck Winston Calptor Mr. Lee Kit Wah Mr. Wong Kam Cheong, Stanley By Order of the Board ITC Corporation Limited Law Hon Wa, William Company Secretary Hong Kong, 31 January 2005 to be complied, in all material respects with the Listing Rules, including the obtaining of any consent, permission or approval, in respect of the transactions contemplated under the Gao Agreement. The obligation of Sybond to effect completion of each of the 2 tranches will be subject to, among other things, Mr. Gao delivering to Sybond a number of documents on or prior to that completion which are necessary for the transfer of the Gao Sale Shares and which are required by Sybond relating to the operations and financial situation of Appeon. Sybond has the right to waive such conditions and proceed to completion of each tranche. Completion The Gao Acquisition will be completed in 2 tranches according to the following expected timetable: Tranche 1: during the period commencing on 1 January 2005, and ending on 28 February 2005 (inclusive of both dates) Tranche 2: on 30 June 2005 INFORMATION ABOUT THE COMPANY, SYBOND AND APPEON The Group is principally engaged in manufacturing and marketing of electric fans and other electrical household appliances and EMS business, investment holding, property investment and trading of and investments in securities. Both Sybond and Appeon are investment holding companies. The net tangible liabilities of Appeon is approximately HK$4,559,000 according to its audited accounts for the year ended 31 December 2003. Its net losses both before and after taxation for the year ended 31 December 2003 were HK$2,780,000, whereas the net losses for the year ended 31 December 2002 were HK$3,839,000. Immediately prior to the execution of the Acquisition Agreements, assuming that none of the Options are exercised, Sybond owned 2,827,008 Shares, representing 77.28% of the issued share capital of Appeon as of the date of this announcement. The remaining shares were held by Mr. Shi as to 10.59%, Mr. Gao as to 9.57%, and other shareholders of Appeon as to 2.56%. Upon completion of the Acquisitions, assuming that none of the Options are exercised, Sybond will own 91.97% of the issued share capital of Appeon, Mr. Gao will own 5.47%, and Mr. Shi will cease to be a shareholder of Appeon. The shareholding of other shareholders will remain unchanged. REASONS FOR AND BENEFITS OF THE ACQUISITIONS The Acquisitions were agreed as part of the process for Mr. Shi and Mr. Gao to dispose of their interests in Appeon and to ensure the continued operation of Appeon following Mr. Shi's resignation. Mr. Shi was a key member of the management of Appeon, but has decided to leave the Group to pursue other opportunities. Mr. Shi has resigned as the director and chief executive officer of Appeon with effect from 1 January 2005. Mr. Shi will enter into an agreement with Appeon to act as the consultant and advisor to the board of directors and chief executive of Appeon for a period of 18 months from 1 January 2005, while Mr. Gao will continue as a director of Appeon. Mr. Shi