09:40 ITC CORPORATION<00372> - Announcement (3) (i) Comparison of value Trading in the Trasy Shares on the Stock Exchange has been suspended from 9:30 a.m. on 10 June 2003 at the request of Trasy. The offer price of HK$0.00575 per Offer Share represents: - a discount of approximately 55.8% to the closing price of the Trasy Share of HK$0.013 as quoted on the Stock Exchange on the Last Trading Day; - a discount of approximately 63.6% to the average closing price of the Trasy Share of approximately HK$0.0158 for the last 10 trading days up to and including the Last Trading Day; and - a discount of approximately 73.9% to the audited consolidated net asset value of approximately HK$0.0220 per Trasy Share as at 31 December 2004. (ii) Total consideration Based on Trasy's annual report for the year ended 31 December 2004, there were 2,779,000,000 Trasy Shares in issue. On the basis of the offer price of HK$0.00575 per Offer Share, the entire issued share capital of Trasy of 2,779,000,000 Trasy Shares is valued at approximately HK$16.0 million (assuming the Trasy Options have not been exercised prior to the close of the Offers) or approximately HK$16.3 million (assuming the Trasy Options have been fully exercised). Based on 1,387,570,000 Trasy Shares subject to the Share Offer, the Share Offer is valued at approximately HK$8.0 million (assuming the Trasy Options have not been exercised prior to the close of the Offers) or approximately HK$8.3 million (assuming the Trasy Options have been fully exercised). The Offeror will finance the Offers from its internal resources. Somerley is satisfied that sufficient financial resources are available to the Offeror to meet full acceptance of the Offers. (iii) Stamp duty The Offeror will pay seller's ad valorem stamp duty arising in connection with acceptance of the Share Offer at a rate of HK$1 for every HK$1,000 (or part thereof) of the consideration payable in respect of the relevant acceptance by the Trasy Shareholders, or the market value of the Trasy Shares, which amount will be deducted from the amount payable to the relevant Trasy Shareholders who accept the Share Offer. INFORMATION ON TRASY The principal business of Trasy is the provision and operation of an Internet-based electronic trading system to facilitate the trading of precious metals. The Trasy Group recorded audited net profits (both before and after taxation) of approximately HK$9.5 million for the year ended 31 December 2003 and an audited net loss (both before and after taxation) of approximately HK$1.0 million for the year ended 31 December 2004. The audited net asset value of the Trasy Group as at 31 December 2004 was approximately HK$61.0 million. INFORMATION ON THE OFFEROR AND ITC AND ITS INTENTION ON TRASY The Offeror is incorporated in Hong Kong and is a wholly- owned subsidiary of ITC. The Offeror is an investment holding company and has not carried on any business activities since its incorporation on 21 March 2005, except in relation to the Acquisition and the Offers. ITC, its controlling shareholder and the Offeror are independent of Trasy and its connected persons (as defined in the Listing Rules).