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Proposed Conversion of the Convertible Notes and Application for a Whitewash Waiver

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Proposed Conversion of the Convertible Notes and Application for a Whitewash Waiver THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular, the Conversion and the Whitewash Waiver or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your securities in ITC Properties Group Limited (the ‘‘Company’’), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. (Incorporated in Bermuda with limited liability) (Stock Code : 199) PROPOSED CONVERSION OF THE CONVERTIBLE NOTES AND APPLICATION FOR A WHITEWASH WAIVER Financial adviser Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Board is set out on pages 6 to 14 of this circular. A letter from the Independent Board Committee containing its advice and recommendation to the Independent Shareholders is set out on page 15 of this circular. A letter from First Shanghai, the Independent Financial Adviser, to the Independent Board Committee and the Independent Shareholders is set out on pages 16 to 31 of this circular. A notice convening the special general meeting of the Company (the ‘‘SGM’’) to be held at Gemini Room, 33rd Floor, Rosedale on the Park, 8 Shelter Street, Causeway Bay, Hong Kong on Thursday, 11th April, 2013 at 11:00 a.m. is set out on pages SGM-1 to SGM-2 of this circular. A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) if you so wish. * For identification purpose only 21st March, 2013 CONTENTS Page Definitions ...................................................................... 1 Letter from the Board ........................................................... 6 Letter from the Independent Board Committee .................................. 15 Letter from First Shanghai ...................................................... 16 Appendix I — Financial Information of the Group ............................ I-1 Appendix II — Property Valuation Report ..................................... II-1 Appendix III — General Information ........................................... III-1 Notice of the SGM .............................................................. SGM-1 – i – DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: ‘‘21st February, 2011 the announcement by the Company dated 21st February, Announcement’’ 2011 in relation to, amongst other things, the proposed Repurchase Offer and the issue of the Convertible Notes ‘‘21st April, 2011 the circular of the Company dated 21st April, 2011 in Circular’’ relation to, amongst other things, the proposed Repurchase Offer and placing of the Convertible Notes ‘‘25th May, 2011 the announcement by the Company dated 25th May, 2011 Announcement’’ in relation to, amongst other things, the completion of the Repurchase Offer and the issue of the Convertible Notes as a result of the acceptance of the Repurchase Offer ‘‘10th June, 2011 the announcement by the Company dated 10th June, 2011 Announcement’’ in relation to, amongst other things, the completion of the placing of the Convertible Notes ‘‘28th February, 2013 the joint announcement by ITC Corporation and the Announcement’’ Company dated 28th February, 2013 in relation to, amongst other things, the Conversion and the Whitewash Waiver ‘‘actinginconcert’’ has the meaning ascribed to it under the Takeovers Code ‘‘Announcements’’ collectively the 21st February, 2011 Announcement, the 25th May, 2011 Announcement and the 10th June, 2011 Announcement ‘‘Board’’ the board of the Directors ‘‘Business Day(s)’’ a day (other than Saturday, Sunday and other general holidaysinHongKongandanydayonwhichatropical cyclone warning no. 8 or above or a ‘‘black’’ rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 5:00 p.m.) on which the licensed banks in Hong Kong are generally open for business ‘‘Company’’ ITC Properties Group Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which arelistedontheMainBoardoftheStockExchange(Stock Code : 199) ‘‘Concert Party Group’’ Selective Choice, Ms. Ng and parties acting in concert with them (including ITC Corporation, Dr. Chan, PYI, Ms. Chau, Mr. FY Chan and Mr. Alan Chan) – 1 – DEFINITIONS ‘‘Conditional Conversion a notice dated 28th February, 2013 from Selective Choice Notice’’ and Ms. Ng to the Company, details of which are set out in the paragraph headed ‘‘Conditional Conversion Notice’’ in the ‘‘Letter from the Board’’ of this circular ‘‘Conversion’’ the proposed conversion of the Convertible Notes held by Selective Choice and Ms. Ng into Conversion Shares as set out in the Conditional Conversion Notice ‘‘Conversion Conditions’’ the conditions set out in the paragraph headed ‘‘Conversion Conditions’’ in the ‘‘Letter from the Board’’ of this circular ‘‘Conversion Price’’ the conversion price per Share upon the exercise of the Conversion Rights, the prevailing price of which is HK$2.102 per Share as announced by the Company in its announcement dated 17th August, 2012, subject to adjustments as provided under the terms and conditions of the Convertible Notes ‘‘Conversion Rights’’ the right of the holders of the Convertible Notes to convert the whole or part (as the case may be) of the outstanding principal amount of the Convertible Notes into Shares at the Conversion Price subject to the terms and conditions of the Convertible Notes ‘‘Conversion Shares’’ the aggregate of 167,174,118 Shares to be allotted and issued to Selective Choice and Ms. Ng and/or their respective nominee(s) as they may direct in writing upon exercise of the Conversion Rights attaching to the Convertible Notes held by Selective Choice and Ms. Ng respectively as set out in the Conditional Conversion Notice ‘‘Convertible Notes’’ the 3.25% convertible notes due on 25th November, 2013 and 10th December, 2013 respectively issued by the Company upon completion of the Repurchase Offer and the placing as set out in the 25th May, 2011 Announcement and the 10th June, 2011 Announcement respectively, the aggregate outstanding principal amount of which as at the Latest Practicable Date was HK$551,550,000 ‘‘Director(s)’’ the director(s) of the Company ‘‘Dr. Chan’’ Dr.ChanKwokKeung,Charles,thechairman,anexecutive director and the controlling shareholder of ITC Corporation and a non-executive director of PYI. He is also the spouse of Ms. Ng and the father of Mr. Alan Chan – 2 – DEFINITIONS ‘‘Executive’’ the Executive Director of the Corporate Finance Division of the SFC or his delegates ‘‘Group’’ the Company and its subsidiaries ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Independent Board the independent committee of the Board comprising Mr. Ma Committee’’ Chi Kong, Karl (the sole non-executive Director), Mr. Wong Chi Keung, Alvin and Mr. Kwok Ka Lap, Alva (both being the independent non-executive Directors), established to give recommendation to the Independent Shareholders on the Whitewash Waiver ‘‘Independent Financial First Shanghai Capital Limited, a licensed corporation Adviser’’ or ‘‘First Shanghai’’ permitted to carry out type 6 (advising on corporate finance) regulated activity under the SFO and the independent financial adviser appointed by the Company with the approval of the Independent Board Committee to advise the Independent Board Committee and the Independent Shareholders on the Whitewash Waiver ‘‘Independent Shareholders’’ the Shareholders other than Selective Choice and Ms. Ng and parties acting in concert with any of them and their respective associates and those who are involved, or interested, in the Conversion and/or the Whitewash Waiver ‘‘ITC Corporation’’ ITC Corporation Limited, a company incorporated in Bermuda with limited liability, the issued shares of which arelistedontheMainBoardoftheStockExchange(Stock Code : 372) ‘‘ITC Corporation Group’’ ITC Corporation and its subsidiaries ‘‘Last Trading Day’’ Thursday, 28th February, 2013, being
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