10:38 Exotic Warrant Information (24) The Exchange endeavours to ensure the accuracy and reliability of the information provided, but does not guarantee its accuracy 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 the information relating to exotic warrants. Investors are reminded to refer to the related warrant listing documents for details of the terms and conditions of the warrant. Stock Code (List Date) Salient Features -------------- ------------------------------------------------------ 4447 European-style Locked-In Return Call Warrants 6/9/2004 May only be exercised on 3/10/2005 Cash Settlement Amount is the sum of all Quarterly Cash Settlement Amounts divided by the number of Quarterly Fixing Dates, less the Exercise Expenses. The Quarterly Cash Settlement Amount in respect of each Quarterly Fixing Date is the greater of (i) zero and (ii) the Entitlement multiplied by (a) the arithmetic mean of the closing price of one underlying share on the five business days immediately preceding the relevant Quarterly Fixing Date less (b)the Exercise Price. The Quarterly Fixing Dates are 3rd January 2005, 1st April 2005, 4th July 2005 and 3rd October 2005. 4450 European-style Average Return Call Warrants 7/9/2004 May only be exercised on 6/6/2005 Cash Settlement Amount is the Entitlement multiplied by (a) the sum of all Periodic Reference Prices divided by the number of Periodic Fixing Dates, less (b) the Exercise Price and then less the Exercise Expenses. The Periodic Reference Price in respect of each Periodic Fixing Date is the arithmetic mean of the closing price of one underlying share on the five business days immediately preceding the relevant Periodic Fixing Date. The Periodic Fixing Dates are 8th November 2004, 17th January 2005, 29th March 2005 and 6th June 2005 4451 European-style Average Return Call Warrants 7/9/2004 May only be exercised on 20/4/2005 Cash Settlement Amount is the Entitlement multiplied by (a) the sum of all Periodic Reference Prices divided by the number of Periodic Fixing Dates, less (b) the Exercise Price and then less the Exercise Expenses. The Periodic Reference Price in respect of each Periodic Fixing Date is the arithmetic mean of the closing price of one underlying share on the five business days immediately preceding the relevant Periodic Fixing Date. The Periodic Fixing Dates are 28th October 2004, 28th December 2004, 21st February 2005 and 20th April 2005 4452 European-style Average Return Put Warrants 7/9/2004 May only be exercised on 8/3/2005 Cash Settlement Amount is the Entitlement multiplied by (a) the Exercise Price less (b) the sum of all Periodic Reference Prices divided by the number of Periodic Fixing Dates, and then less the Exercise Expenses. The Periodic Reference Price in respect of each Periodic Fixing Date is the arithmetic mean of the closing price of one underlying share on the five business days immediately preceding the relevant Periodic Fixing Date. The Periodic Fixing Dates are 18th October 2004, 3rd December 2004, 19th January 2005 and 8th March 2005 4484 European-style Window Barrier Call Warrants 15/9/2004 May only be exercised on 20/9/2005 unless "knocked out". If on any Exchange Business Day during the Window Period, the closing level of the Underlying is equal to or less than the Barrier Strike Price, the Window Barrier Warrants will "knock out". Trading in the Warrants will cease after the close of business on the day on which the Warrants "knock out". If the Warrants "knock out", the Issuer will pay to each Warrantholder the Rebate per Warrant. The Rebate will be paid five Business Days after the day on which the Warrant "knocks out". Following the payment of the Rebate the Warrants will expire. If the Warrants do not "knock out" during the Window Period, the Warrants will expire on the Expiry Date. The Window Period is 15th September 2004 to 28th September 2004 (both days inclusive). The Rebate per Warrant is HK$0.25 and the Barrier Strike Price is HK$6.88 PLACING OF CONVERSION SHARES ITC Corporation has been informed that Tai Fook has entered into a placing arrangement on 31 January 2005 with Tai Fook Securities Company Limited ("Tai Fook Securities") on the terms summarised below. Parties: The parties to the placing arrangement are: (1) Tai Fook as vendor; and (2) Tai Fook Securities as the placing agent, which is independent of and not connected with ITC Corporation and its connected persons, as defined in the Listing Rules, other than being a fellow subsidiary of Tai Fook which is temporarily a substantial shareholder of ITC Corporation after conversion of the Convertible Notes but before placing of the conversion Shares. After conversion, Tai Fook will hold 250.0 million conversion Shares representing approximately 24.3% of the enlarged issued share capital of ITC Corporation following the issue of the conversion Shares. Upon completion of the placing, Tai Fook will cease to be a shareholder of ITC Corporation. Placees: The placees of the placing and their respective ultimate beneficial owners are investors independent of and not connected with ITC Corporation and its connected persons, as defined in the Listing Rules. Number of conversion 250.0 million conversion Shares, representing approximately 24.3% of the enlarged issued share capital of ITC Shares under placing: Corporation following the issue of the conversion Shares. The placing is not on a fully underwritten basis. Placing price: The placing price of HK$1.06 per Share represents: * a discount of approximately 8.6% 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 1.9% 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 35.4% to the unaudited net asset value of ITC Corporation of HK$1.64 per Share as at 30 September 2004. Condition: The placing is conditional upon Tai Fook being issued and allotted with the entire 250.0 million conversion Shares pursuant to the conversion of the Convertible Notes. Completion: Completion of the placing is currently expected to take place on Thursday, 3 February 2005. Further announcement will be made if the placing is not completed on or before that date. EFFECT ON THE SHARE CAPITAL OF ITC CORPORATION The following table summarises the effect on the share capital of ITC Corporation as a result of the conversion of the Convertible Notes, placing of the conversion Shares and assuming full conversion of the remaining outstanding Convertible Notes with an aggregate principal amount of HK$176.6 million: