09:41     ITC CORPORATION<00372> - Announcement (4)                           

    ITC is an investment holding company which directly and                   
    indirectly holds strategic investments in a number of listed              
    companies, namely, Paul Y. - ITC Construction Holdings                    
    Limited ("Paul Y. - ITC"), Hanny Holdings Limited ("Hanny")               
    and Burcon NutraScience Corporation. Through its listed                   
    associated companies, namely, Paul Y. - ITC and Hanny, the                
    ITC Group has indirect interests in Paul Y. Engineering Group             
    Limited, China Strategic Holdings Limited, Wing On Travel                 
    (Holdings) Limited, China Enterprises Limited and MRI                     
    Holdings Limited. The principal activities of the ITC Group               
    comprise investment holding of listed companies, the                      
    provision of finance, the provision of management services,               
    leasing of properties and trading of building materials and               
    machinery.                                                                
                                                                              
    Taking into account the consideration of the Acquisition and              
    the financial position of Trasy, the directors of ITC                     
    consider that the Acquisition represents an attractive                    
    investment opportunity for the ITC Group to diversify its                 
    portfolio of investments in listed companies.                             
                                                                              
    The directors of ITC presently intend that the listing status             
    of Trasy will be maintained and that they will also nominate              
    representatives to the board of directors of Trasy as                     
    permitted under the Code. Details of ITC's intention on Trasy             
    will be set out in the documents to be despatched to the                  
    shareholders of ITC and Trasy respectively.                               
                                                                              
    GENERAL                                                                   
    The Acquisition together with the Offers constitute a                     
    discloseable transaction for ITC under Chapter 14 of the                  
    Listing Rules. A circular containing further details of the               
    Acquisition will be despatched to the ITC Shareholders as                 
    soon as practicable.                                                      
                                                                              
    Document containing details about, among other things, the                
    terms of the Offers to be made to the Trasy Shareholders and              
    the holders of the Trasy Options described in this                        
    announcement, together with the relevant forms of acceptance              
    and transfer, will be despatched to the Trasy Shareholders                
    and holders of the Trasy Options within 21 days of the date               
    of this announcement or such later date as consented to by                
    the Executive.                                                            
                                                                              
    As at the date of this announcement, the Board comprises nine             
    directors, of which (i) six are executive directors, namely               
    Dr. Chan Kwok Keung, Charles, Mr. Lau Ko Yuen, Tom, Ms. Chau              
    Mei Wah, Rosanna, Mr. Chan Kwok Hung, Mr. Chan Fut Yan and Mr.            
    Cheung Hon Kit; and (ii) three are independent non-executive              
    directors, namely Mr. Chuck Winston Calptor, Mr. Lee Kit Wah              
    and Mr. Wong Kam Cheong, Stanley.                                         
                                                                              
    DEFINITIONS                                                               
    In this announcement, the following expressions have the                  
    meanings set out below unless the context requires otherwise.             
                                                                              
    "Acquisition"   the acquisition of the Sale Shares by the                 
    Offeror                                                                   
                                                                              
    "Board"   the board of directors of ITC                                   
                                                                              
    "Code"   the Hong Kong Code on Takeovers and Mergers                      
                                                                              
    "Executive"   the Executive Director of the Corporate Finance             
    Division of the Securities and Futures Commission or any                  
    delegates of the Executive Director                                       
                                                                              
    "ITC"   ITC Corporation Limited, a company incorporated in                
    Bermuda with limited liability and whose shares are listed on             
    the Main Board of the Stock Exchange                                      
                                                                              
    "ITC Group"   ITC and its subsidiaries                                    
                                                                              
    "ITC Shareholders"   shareholders of ITC                                  
                                                                              
    "Last Trading Day"   9 June 2003, being the last trading day              
    of the Trasy Shares prior to its suspension in trading on the             
    Stock Exchange on 10 June 2003                                            
                                                                              
    "Listing Rules"   The Rules Governing the Listing of                      
    Securities on the Stock Exchange                                          
                                                                              
    "Offer Price"   HK$0.00575 per Trasy Share under the Share                
    Offer