10:32 I.T LIMITED<00999> - Announcement (3) The Offering comprises the Hong Kong Public Offering of initially 30,456,000 New Shares in Hong Kong and the International Placing of initially 274,092,000 Shares (a) in the United States, to QIBS in reliance on Rule 144A or other applicable exemptions from registration under the US Securities Act of 1933 (as amended) (the ``US Securities Act''); and (b) outside the United States, in reliance on Regulation S under the US Securities Act. The 304,548,000 Shares being offered under the Offering will represent approximately 30.5% of the Company's enlarged share capital immediately after completion of the Offering (without taking into account the exercise of the Over-allotment Option). Under the Hong Kong Public Offering, the Company is initially offering 30,456,000 New Shares (subject to re-allocation between the International Placing and the Hong Kong Public Offering in the case of over-subscription of 15 times or more in the Hong Kong Public Offering), for subscription by the public in Hong Kong. For allocation purposes only, of the 30,456,000 New Shares initially available for subscription under the Hong Kong Public Offering: (i) up to 3,044,000 Hong Kong Offer Shares (being approximately 10% of the Hong Kong Offer Shares) xill be allocated to full-time employees of the Group as at 31 December 2004 who are still full-time employees of the Group at the time they make an application on a PINK application form (excluding the directors or chief executives of the Company and its subsidiaries, existing beneficial owners of Shares or their respective associates) (``Eligible Employees'') under the Hong Kong Public Offering on a preferential basis; and (ii) the remaining 27,412,000 Hong Kong Offer Shares will be divided equally into two pools: pool A and pool B. The Hong Kong Offer Shares in pool A will be allocated on an equitable basis only to applicants who have validly applied for the Hong Kong Offer Shares with an aggregate subscription price (excluding the brokerage fee, the SFC transaction levy, the Stock Exchange trading fee and the investor compensation levy payable thereon) of HK$5 million or less. The Hong Kong Offer Shares in pool B will be allocated on an equitable basis only to applicants who have validly applied for the Hong Kong Offer Shares with an aggregate subscription price (excluding the brokerage fee, the SFC transaction levy, the Stock Exchange trading fee and the investor compensation levy payable thereon) of more than HK$5 million and up to the total value of pool B. Applicants should be aware that applications in pool A and applications in pool B may receive different allocation ratios. If the Hong Kong Offer Shares in one (but not both) of the pools are undersubscribed, the surplus shares will be transferred to the other pool to satisfy demand in that pool and be allocated accordingly. Applicants can only receive an allotment of the Hong Kong Offer Shares from either pool A or pool B but not from both pools. The Company has granted to the Global Co-ordinator the Over-allotment Option which is exercisable at any time from the Listing Date until the date which is 30 days from the last day for the lodging of applications under the Hong Kong Public Offering. Pursuant to the Over-allotment Option, the Company may be required to issue up to an aggregate of 45,682,000 additional Shares (representing approximately 15% of the number of Shares initially being offered under the Offering) to cover over-allocations in the International Placing. A further announcement will be made if the Over-allotment Option is exercised. Applications for the Hong Kong Offer Shares should only be made and will only be considered for acceptance on the basis set out in the Prospectus if made on the prescribed WHITE or YELLOW or PINK application forms (as applicable). It should be noted that multiple or suspected multiple applications or application for more than 13,706,000 Shares, being 50% of the Hong Kong Offer Shares initially being offered to the public (other than Eligible Employees), will be rejected. Applications where cheques or banker's cashier orders are dishonoured upon first presentation are liable to be rejected. Only one application on a WHITE or YELLOW application form may be made for the benefit of any person. If you are an Eligible Employee and apply on a PINK application form, you may also apply for the Hong Kong Offer Shares on a WHITE or YELLOW application form. Applicants are required to undertake and confirm that they or the person(s) for whose benefit the application is being made have not applied for, indicated an interest in, taken up, received or been placed or allotted (including conditionally and/or provisionally) with, and will not apply for, indicate an interest in or take up Shares under the International Placing. Any application for more than 100% of the Hong Kong Offer Shares being initially offered for subscription under PINK application forms, being 3,044,000 Shares offered to Eligible Employees, will be rejected. Sponsor CLSA Equity Capital Markets Limited Global Co-ordinator, Bookrunner and Lead Manager CLSA Limited Co-Lead Managers Cazenove Asia LimitedDaiwa Securities SMBC Hong Kong Limited Co-Managers BCOM Securities Company Limited SBI E2 --- Capital Securities Limited SinoPac Securities (Asia) Limited Tai Fook Securities Company Limited First Shanghai Securities Limited Shenyin Wanguo Capital (H.K.) Limited South China Securities Limited Application has been made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Shares in issue and to be issued as mentioned in the Prospectus and the application forms relating thereto, and any Shares to be issued pursuant to the exercise of the Over-allotment Option and upon the exercise of any Pre-IPO Options and any options that may be granted under the Share Option Scheme. Dealings in the Shares on the Stock Exchange are expected to commence at 9:30 a.m. on 4 March 2005. Subject to the granting by the Listing Committee of the Stock Exchange of the listing of, and permission to deal in, the Shares on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in the Central Clearing and Settlement System (``CCASS'') with effect from the commencement date of dealings in the Shares on the Stock Exchange or any other date as determined by HKSCC. All activities under CCASS are subject to the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time. The Offer Price is expected to be determined by agreement between the Company and the Global Co-ordinator (on behalf of the Underwriters) on or before Saturday, 26 February 2005 or such later date as may be agreed by the Company and the Global Co-ordinator (on behalf of the Underwriters), but in any event no later than 3 March 2005. The Offer Price will be not more than HK$1.95 per Offer Share and is expected to be not less than HK$1.75 per Offer Share. The Global Co-ordinator (on behalf of the Underwriters and with the consent of the Company) may reduce the indicative Offer Price range below that stated in the Prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, a notice of the reduction of the indicative Offer Price range will be published in the South China Morning Post and The Standard (in English) and the Hong Kong Economic Times (in Chinese) not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. If applications for Hong Kong Offer Shares have been submitted prior to the day which is the latest day for lodging applications under the Hong Kong Public Offering, then even if the Offer Price is so reduced, such applications cannot be subsequently withdrawn. If, for any reason, the Offer Price is not agreed between the Company and the Global Co-ordinator (on behalf of the Underwriters) before the Price Determination Date (or such later date as agreed), the Offering will not become unconditional and will lapse. Investors applying for Hong Kong Offer Shares under the Hong Kong Public Offering must pay, on application, the maximum Offer Price of HK$1.95 per Offer Share, together with a brokerage fee of 1%, the SFC transaction levy of 0.005%, the investor compensation levy of 0.002% and the Stock Exchange trading fee of 0.005%. If the Offering does not become unconditional, all application monies received from applicants under the Hong Kong Public Offering will be refunded, and in the event that the Offer Price is less than the price per Offer Share initially paid upon application, the appropriate portion of affected applicants' application monies will be refunded, in each case without interest and on the terms set out in the paragraphs headed ``If your application for the Hong Kong Offer Shares is successful (in whole or in part)'' and ``Refund of your money --- Additional information'' in the section headed ``Terms and conditions of the Hong Kong Public Offering'' in the Prospectus.