THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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If you are in any doubt as to any aspect of this circular or as to the action you should take, you
should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other
professional adviser.
If you have sold or transferred all your securities in ITC Corporation Limited, you should at once
hand this circular and the accompanying form of election to the purchaser or the transferee or to the
bank manager, licensed securities dealer or other agent through whom the sale or transfer was effected
for transmission to the purchaser or the transferee.

(Incorporated in Bermuda with limited liability)
(Stock code: 372)
Executive Directors: Registered office:
Chan Kwok Keung, Charles (Chairman) Clarendon House
Chau Mei Wah, Rosanna 2 Church Street
(Deputy Chairman and Managing Director) Hamilton HM 11
Chan Kwok Chuen, Augustine Bermuda
Chan Fut Yan
Cheung Hon Kit Principal place of business
in Hong Kong:
Independent Non-executive Directors: 30th Floor, Bank of America Tower
Chuck, Winston Calptor 12 Harcourt Road
Lee Kit Wah Central
Shek Lai Him, Abraham, SBS, JP Hong Kong
31st January, 2008
To the shareholders of the Company and,
for information only, the holders
of convertible notes issued by the Company
Dear Sir or Madam,
SCRIP DIVIDEND SCHEME
IN RELATION TO THE INTERIM DIVIDEND
FOR THE SIX MONTHS ENDED 30TH SEPTEMBER, 2007

On 21st December, 2007, ITC Corporation Limited (the “Company”) announced that the board
of directors of the Company (the “Board”) had resolved to pay an interim dividend of HK$0.013
per ordinary share of HK$0.10 each in the share capital of the Company (the “Share”) for the

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six months ended 30th September, 2007, such interim dividend to be satisfied by cash, with an
option to elect scrip dividend of Shares (the “Scrip Shares”), in respect of part or all of such
dividend, payable to holders of Shares (the “Shareholders”) whose names appear on the register
of Shareholders as at the close of business on 30th January, 2008 (the “Scrip Dividend Scheme”).
The register of Shareholders was closed from 28th January, 2008 to 30th January, 2008, both days
inclusive, during which period no transfer of Shares would be effected. In order to qualify for the
interim dividend, all transfers of Shares accompanied by the relevant share certificates must have
been lodged with the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited of
26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration by no later
than 4:00 p.m. on 25th January, 2008.
Particulars of the Scrip Dividend Scheme
Under the Scrip Dividend Scheme, each Shareholder has the choice of receiving:
(a) HK$0.013 in cash for each existing Share held on 30th January, 2008; or
(b) an allotment of Scrip Shares at HK$0.4623 per Scrip Share (as determined below),
save for adjustment for fractions, credited as fully paid in lieu of payment of interim
dividend to which he/she/it is entitled; or
(c) a combination of partly of (a) and partly of (b) above.
As stated in the announcement of 21st December, 2007, for the purpose of calculating the
number of Scrip Shares to be allotted, the market value of Scrip Shares will be fixed by reference to the
average of the closing prices of the Shares on 10 per Share, whichever is the higher.
Since the average of the closing prices of the Shares on the Stock Exchange for the three
consecutive trading days ended 30th January, 2008 was HK$0.4866 (the “Average Closing Price”), the
entitlements of Shareholders who elect to receive Scrip Shares under the Scrip Dividend Scheme shall be
determined based on the price of HK$0.4623 (which is higher than the par value of Shares), being the
Average Closing Price less a discount of five per cent. Accordingly, the number of Scrip Shares which
each Shareholder will receive under the Scrip Dividend Scheme will be calculated by the following
formula:
Number of existing Shares
Number of Scrip Shares held on 30th January, 2008
0.013

to be received under = for which the dividend X
the Scrip Dividend Scheme is to be satisfied in Shares under
0.4623

the Scrip Dividend Scheme

If all Shareholders elect to receive their entitlements in Scrip Shares, based on 2,658,718,149
Shares in issue as at 30th January, 2008, not more than 74,763,867 Scrip Shares will be issued under the
Scrip Dividend Scheme.
The number of Scrip Shares to be issued to each Shareholder will be rounded down to the
nearest whole number. Fractional entitlements to Scrip Shares will not be allotted and the benefit
thereof will accrue to the Company.
The Scrip Shares will rank pari passu in all respects with the Shares existing as at the date
of issue of the Scrip Shares save that they will not rank for the interim dividend for the six
months ended 30th September, 2007. The Scrip Shares will rank in full for all future dividends and
distribution which may be declared, made or paid after the date of issue thereof.

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Form of Election
A form of election (the “Scrip Election Form”) is enclosed. Any Shareholder who wishes to
receive only cash in respect of his interim dividend entitlement needs not complete the Scrip
Election Form. No Scrip Election Forms are being sent to Shareholders who have previously
lodged forms of election electing to receive all future dividend in cash. Any Shareholder who
wishes to receive Scrip Shares in lieu of cash in respect of his interim dividend entitlement, either
in whole or in part, must complete the Scrip Election Form and return it to Tricor Secretaries
Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong no later than
4:00 p.m. on 28th February, 2008. No acknowledgement of receipt of the Scrip Election Form will
be issued.
If you complete the Scrip Election Form but do not specify the number of Shares in respect of
which you elect to receive Scrip Shares, or if you elect to receive Scrip Shares in respect of a greater
number of Shares than your registered holding as at 30th January, 2008, then in either case you will
be deemed to have exercised your election to receive the interim dividend wholly in Scrip Shares in
respect of all the Shares of which you were then registered as the holder(s).
Overseas Shareholders
Based on the register of Shareholders as at 30th January, 2008 (being the record date for
the purpose of determining the Shareholders entitled to the said interim dividend), all of the
Shareholders have registered addresses in Hong Kong save that there were one Shareholder in the
British Virgin Islands, one Shareholder in China, one Shareholder in Singapore and two Shareholders
in Australia.
After making enquiries with legal advisers in the relevant jurisdictions, there are no legal
restrictions or requirements on the issue of Scrip Shares to such overseas Shareholders.
Accordingly, all such overseas Shareholders are permitted to participate in the Scrip Dividend Scheme.
None of this circular, the Scrip Election Form nor the Scrip Shares will be registered or
filed under the securities laws or equivalent legislation of any jurisdiction outside Hong Kong. The
participation in the Scrip Dividend Scheme by overseas Shareholders may be restricted by the laws of
their relevant jurisdictions. No Shareholder receiving a copy of this circular and/or the Scrip Election
Form in any territory outside Hong Kong may treat the same as an invitation to elect for Scrip Shares
unless in the relevant territory such invitation could lawfully be made to him/her without having to
obtain any registration or comply with other legal requirements, governmental or regulatory procedures or
any similar formalities. It is the responsibility of any person outside Hong Kong who wishes to receive
Scrip Shares under the Scrip Dividend Scheme to comply with the laws of the relevant jurisdictions
including obtaining any registration or complying with other legal requirements, governmental or
regulatory procedures or any similar formalities. Persons who receive Scrip Shares in lieu of the
cash dividend must also comply with any restrictions on the sale of the Shares which may apply
outside Hong Kong. Shareholders with registered addresses outside Hong Kong should consult their
own professional advisers as to whether or not they are permitted to receive the interim dividend
in the form of an issue of Scrip Shares or if any governmental or other consent is required or other
formalities which need to be observed and whether there are any other restrictions in relation to the
future sale of any Shares so acquired. Overseas Shareholders residing in jurisdiction where it would
be illegal for them to participate in the Scrip Dividend Scheme will be deemed to have received this
circular and/or the Scrip Election Form for information only.

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The Stock Exchange Listing and Despatch of Dividend Cheques/Share Certificates
The Scrip Dividend Scheme is conditional upon the Listing Committee of the Stock Exchange
granting listing of and permission to deal in the Scrip Shares. Application will be made to the Listing
Committee of the Stock Exchange for listing of and permission to deal in the Scrip Shares. Subject
to the said application being granted by the Listing Committee of the Stock Exchange, certificates in
respect of Scrip Shares and cheques in respect of cash dividends are expected to be sent to Shareholders
by ordinary post at the risk of such Shareholders on or around 14th March, 2008. You may deal in the
Scrip Shares to be issued to you upon receipt of the relevant share certificate. In the unlikely event
that the Scrip Shares are not admitted to listing before 14th March, 2008, the Scrip Election Form
will be disregarded and the full cash dividend will be paid in the way as described above.
The primary listing of the existing Shares is on the Stock Exchange. No equity or debt
securities of the Company are listed on or dealt in on any other stock exchange and no listing or
permission to deal in on any other stock exchange is being or is proposed to be sought.
Dealings in Scrip Shares are expected to commence on 17th March, 2008.
Advantages of the Scrip Dividend Scheme
The Scrip Dividend Scheme will give Shareholders the opportunity to increase their investments in
the Company at a discount to market value or at par as provided above, without incurring brokerage
and stamp duty costs. The Scrip Dividend Scheme will also be to the advantage of the Company
because, to the extent that Shareholders receive Scrip Shares, in whole or in part, in respect of the
interim dividend, such cash as would otherwise have been paid to Shareholders will be retained
for use by the Company.
Recommendation
Whether or not it is to your advantage to elect to receive Scrip Shares in lieu of cash, in
whole or in part, will depend upon your own individual circumstances and the decision in this
regard, and all effects resulting therefrom, are the sole responsibility of each Shareholder. IF YOU
ARE IN ANY DOUBT AS TO WHAT TO DO, YOU SHOULD CONSULT A LICENSED
SECURITIES DEALER, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR
OTHER PROFESSIONAL ADVISER.

Yours faithfully,
On behalf of the Board of
ITC Corporation Limited
Dr. Chan Kwok Keung, Charles
Chairman