ITC Properties : RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in ITC Properties Group Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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)

RE-ELECTION OF RETIRING DIRECTORS,

GENERAL MANDATES TO ISSUE SHARES AND

TO REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (the "Annual General Meeting") to be held at 15/F., 250 Hennessy, 250 Hennessy Road, Wanchai, Hong Kong on Friday, 11 September 2020 at 10:30 a.m. is set out on pages 13 to 17 of this circular.

In light of the epidemic of COVID-19, shareholders of the Company are strongly encouraged to appoint the chairman of the Annual General Meeting as his/her proxy to vote on the resolutions, instead of attending the Annual General Meeting in person. Please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof (as the case may be).

No food or drink will be served at the Annual General Meeting. The Company will also implement the precautionary measures regarding group gathering at the Annual General Meeting as required by the relevant regulations from time to time.

In case of any inconsistency, the English version of this circular shall prevail over the Chinese version.

• For identification purpose only

29 July 2020

MEANS OF RECEIPT AND LANGUAGE OF CORPORATE COMMUNICATIONS

This circular, in both English and Chinese versions, is now available in printed form, and in accessible format on the website of the Company at www.itcproperties.com.

For shareholders and non-registered shareholders of the Company who:

1. have elected to receive or are deemed to have consented to receive this circular by electronic means on the Company's website, or
2. have difficulty in receiving or gaining access to this circular on the Company's website,

they may obtain printed copies free of charge by sending a written request to the Company or the branch share registrar of the Company in Hong Kong (the "Branch Share Registrar"), Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.

If shareholders and non-registered shareholders of the Company wish to change their elected means of receipt or language of all future corporate communications of the Company, they may at any time notify the Company by prior notice of at least seven days in writing to the Branch Share Registrar at the address stated above or by e-mail to [e-mail] by completing and returning the accompanying Change Request Form.

CONTENTS

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . .	3
3.	General Mandates to Issue Shares and to Repurchase Shares . . . . .	4
4.	Annual General Meeting . . . . . . . . . . . . . . . . . . . .	5
5.	Responsibility Statement . . . . . . . . . . . . . . . . . . . .	6
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	-	Particulars of Retiring Directors Standing for Re-election . . .	7
Appendix II -	Explanatory Statement on Repurchase Mandate . . . . . . .	10
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . .	13
Accompanying Document - Form of Proxy

- i -

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

"Annual General Meeting"	the annual general meeting of the Company to be held at 15/F.,
	250 Hennessy, 250 Hennessy Road, Wanchai, Hong Kong on
	Friday, 11 September 2020 at 10:30 a.m., the notice of which
	is set out on pages 13 to 17 of this circular, or any adjournment
	thereof
"Board"	the board of Directors
"Bye-laws"	the bye-laws of the Company as amended, supplemented or
	otherwise modified from time to time
"CG Code"	the Corporate Governance Code and Corporate Governance Report
	as set out in Appendix 14 to the Listing Rules
"close associate(s)"	shall have the meaning ascribed thereto under the Listing Rules
"Company"	ITC Properties Group Limited, a company incorporated in
	Bermuda with limited liability, the Shares of which are listed on
	the main board of the Stock Exchange (Stock Code: 199)
"Controlling Shareholder(s)"	the controlling shareholder(s) (as defined in the Listing Rules) of
	the Company
"core connected person(s)"	shall have the meaning ascribed thereto under the Listing Rules
"Director(s)"	the director(s) of the Company
"General Mandates"	collectively, the Issue Mandate and the Repurchase Mandate
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	Hong Kong Special Administrative Region of the People's
	Republic of China

- 1 -

	DEFINITIONS
"Issue Mandate"	the proposed general mandate to be granted to the Directors at the
	Annual General Meeting to exercise all powers of the Company
	to allot, issue and deal with additional Shares not exceeding 20%
	of the total number of issued Shares as at the date of approval of
	such mandate
"Latest Practicable Date"	23 July 2020, being the latest practicable date prior to the printing
	of this circular for the purpose of ascertaining certain information
	contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange as amended, supplemented or otherwise modified from
	time to time
"Option(s)"	the share option(s) granted under the Share Option Scheme
"Repurchase Mandate"	the proposed general mandate to be granted to the Directors at the
	Annual General Meeting to exercise all powers of the Company to
	repurchase Shares up to a maximum of 10% of the total number of
	issued Shares as at the date of approval of such mandate
"Share(s)"	ordinary share(s) of HK$0.01 each in the Share Capital
"Shareholder(s)"	holder(s) of the Share(s)
"Share Capital"	the issued ordinary share capital of the Company
"Share Option Scheme"	the existing share option scheme of the Company adopted on
	17 August 2012
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Substantial Shareholder(s)"	the substantial shareholder(s) (as defined in the Listing Rules) of
	the Company
"Takeovers Code"	The Hong Kong Code on Takeovers and Mergers
"%"	per cent.

- 2 -

LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

(Stock Code: 199)

Executive Directors:	Registered office:
Mr. Cheung Hon Kit (Chairman)	Clarendon House
Mr. Chan Fut Yan (Managing Director)	2 Church Street
Mr. Cheung Chi Kit (Chief Financial Officer)	Hamilton HM 11
Mr. Chan Yiu Lun, Alan	Bermuda
Mr. Wong Lai Shun, Benny	Principal place of business
Independent Non-executive Directors:	in Hong Kong:
Hon. Shek Lai Him, Abraham, GBS, JP (Vice Chairman)	30/F., Bank of America Tower
Mr. Kwok Ka Lap, Alva	12 Harcourt Road
Mr. Chan Pak Cheong Afonso	Central
	Hong Kong
	29 July 2020
To the Shareholders,
Dear Sir or Madam,

RE-ELECTION OF RETIRING DIRECTORS,

GENERAL MANDATES TO ISSUE SHARES AND

TO REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with notice of the Annual General Meeting and information in respect of the resolutions to be proposed at the Annual General Meeting for (i) the re-election of the retiring Directors; (ii) the granting of the General Mandates to the Directors; and (iii) the extension of the Issue Mandate by adding to it the aggregate number of the issued Shares repurchased by the Company under the Repurchase Mandate.

2. RE-ELECTION OF RETIRING DIRECTORS

Pursuant to bye-laws 87(1) and 87(2) of the Bye-laws and the CG Code, Mr. Cheung Chi Kit ("Mr. CK Cheung"), Mr. Chan Yiu Lun, Alan ("Mr. Alan Chan") and Mr. Kwok Ka Lap, Alva ("Mr. Alva Kwok") shall retire from office at the Annual General Meeting by rotation. All these three retiring Directors, being eligible, have offered themselves for re-election at the Annual General Meeting.

• For identification purpose only

- 3 -

LETTER FROM THE BOARD

In considering the re-election of the retiring Directors, the Nomination Committee of the Company took into account the board diversity policy and applied the selection criteria set out in the nomination policy by, inter alia, reviewing the experience and expertise as well as the performance and time commitment of the retiring Directors for the financial year ended 31 March 2020.

Mr. Alva Kwok was appointed as an independent non-executive Director in October 2001 and has been serving on the Board for more than nine years. As such, pursuant to the code provision A.4.3 of the CG Code, a separate resolution will be proposed at the Annual General Meeting for approving his further appointment.

The Nomination Committee reviewed Mr. Alva Kwok's annual independence confirmation made pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules and considered that Mr. Alva Kwok continues to be independent. Taking into account Mr. Alva Kwok's extensive experience in different fields including marketing and business development and his positive and valuable advice to the Company's strategies and policies with independent judgement, the Nomination Committee is of the view that Mr. Alva Kwok has the required integrity and experience to continue to contribute to the Board with a diversity of perspectives, skills and experience. In addition, given Mr. Alva Kwok's good track record in attending the meetings of the Company, the Nomination Committee was satisfied that he has devoted sufficient time and attention to the Board.

With the recommendation of the Nomination Committee, the Board was satisfied that Mr. Alva Kwok has the required integrity, independence and experience to fulfill his role as an independent non-executive Director, and the re-election of Mr. Alva Kwok and the other retiring Directors is in the best interests of the Company and the Shareholders as a whole.

Mr. Alva Kwok abstained from the discussion and voting regarding his independence and re-election at the meeting of the Nomination Committee, whereas each of the three retiring Directors abstained from the discussion and voting regarding his own re-election at the Board meeting.

The biographical and other details of each of the retiring Directors standing for re-election at the Annual General Meeting, as required to be disclosed under the Listing Rules, are set out in Appendix I to this circular.

3. GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 6 September 2019, general mandates were granted to the Directors authorising them, inter alia, (i) to exercise the powers of the Company to allot, issue and deal with Shares not exceeding 20% of the total number of the issued Shares as at 6 September 2019; (ii) to repurchase Shares not exceeding 10% of the total number of the issued Shares as at 6 September 2019; and (iii) to extend the general mandate to issue Shares by adding to it the aggregate number of issued Shares repurchased under the repurchase mandate mentioned in (ii) above. Such general mandates will expire at the conclusion of the Annual General Meeting.

- 4 -

LETTER FROM THE BOARD

Ordinary resolutions will be proposed at the Annual General Meeting to grant to the Directors new general mandates authorising them (i) to exercise all powers of the Company to allot, issue and deal with Shares not exceeding 20% of the total number of issued Shares as at the date of the passing of such resolution; (ii) to repurchase Shares not exceeding 10% of the total number of issued Shares as at the date of the passing of such resolution; and (iii) subject to the passing of the ordinary resolutions to approve the General Mandates at the Annual General Meeting, to extend the Issue Mandate by adding to it the aggregate number of issued Shares repurchased under the Repurchase Mandate.

As at the Latest Practicable Date, there were 957,392,004 Shares in issue. Subject to the passing of the ordinary resolutions to approve the General Mandates at the Annual General Meeting and on the basis that no further Shares are issued or repurchased from the Latest Practicable Date to the date of the Annual General Meeting, the Company would be allowed to issue up to a maximum of 191,478,400 Shares under the Issue Mandate and to repurchase up to a maximum of 95,739,200 Shares under the Repurchase Mandate.

The Directors believe that it is in the interests of the Company and the Shareholders as a whole if the General Mandates are granted at the Annual General Meeting. The Issue Mandate will provide the Directors with flexibility to issue new Shares especially in the context of a fund-raising exercise in a timely manner or a transaction involving an acquisition by the Group where Shares are to be issued as consideration and which has to be completed speedily. Repurchase of Shares will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole. Considering the rapid changes in the market conditions, the Repurchase Mandate can provide more flexibility to the Directors to enhance the net asset value per Share and/or the earnings per Share.

The General Mandates, if approved by the Shareholders at the Annual General Meeting, will continue until whichever is the earliest of:

1. the conclusion of the next annual general meeting of the Company;
2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws of Bermuda to be held; and
3. the revocation or variation of such authority by the Shareholders in general meeting of the Company.

An explanatory statement providing all the information required to be disclosed under the Listing Rules regarding the Repurchase Mandate is set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting is set out on pages 13 to 17 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the re-election of the retiring Directors, the granting of the General Mandates and the extension of the Issue Mandate by adding to it the aggregate number of issued Shares repurchased under the Repurchase Mandate.

- 5 -

LETTER FROM THE BOARD

A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting 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 Annual General Meeting or any adjournment thereof should you so wish.

Pursuant to the Listing Rules and the Bye-laws, any vote of the Shareholders at a general meeting must be taken by poll except for purely procedural or administrative matters. The chairman of the Annual General Meeting will therefore put all resolutions to be proposed at the Annual General Meeting to be voted by way of poll. An announcement on the results of the votes by poll will be made by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules. To the best of the Directors' knowledge, information and belief, having made all reasonable enquires, no Shareholders are required to abstain from voting on any resolutions to be approved at the Annual General Meeting pursuant to the Listing Rules and/or the Bye-laws.

5. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

6. RECOMMENDATION

The Directors consider that the proposed re-election of the retiring Directors, granting of the General Mandates and extension of the Issue Mandate by adding to it the aggregate number of issued Shares repurchased under the Repurchase Mandate are all in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

For and on behalf of

ITC Properties Group Limited

Cheung Hon Kit

Chairman

- 6 -

APPENDIX I	PARTICULARS OF RETIRING DIRECTORS
	STANDING FOR RE-ELECTION

The biographical and other details of the retiring Directors standing for re-election at the Annual General Meeting are set out below:

EXECUTIVE DIRECTORS

Cheung Chi Kit, aged 54, joined the Company in 2005 and was appointed as an executive Director in August 2006. He is the Chief Financial Officer of the Company and is responsible for the finance and accounting functions of the Group. Mr. CK Cheung is also a director of various members of the Group and a member of the Corporate Governance Committee and the Investment Committee of the Company. He has over 32 years of experience in auditing, accounting and financial management. Mr. CK Cheung holds a bachelor's degree in accounting. He is a member of The Hong Kong Institute of Certified Public Accountants, The Hong Kong Institute of Chartered Secretaries and The Chartered Governance Institute (formerly known as The Institute of Chartered Secretaries and Administrators) of the United Kingdom.

As at the Latest Practicable Date, Mr. CK Cheung had personal interests in 2,850,000 Shares and 2,000,000 Options entitling him to subscribe for 2,000,000 Shares, in aggregate representing approximately 0.50% of the existing Share Capital. Also, Mr. CK Cheung did not have any relationship with any Directors, senior management of the Company, Substantial Shareholders or Controlling Shareholders as at the Latest Practicable Date.

There is no proposed length of Mr. CK Cheung's service of directorship, but he is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the Bye-laws. Mr. CK Cheung is entitled to receive an annual director's fee of HK$10,000 as determined by the Board, and a basic salary of HK$2,280,000 per annum and a discretionary bonus, both of which are approved by the Remuneration Committee of the Company. All such emoluments are determined with reference to the prevailing market conditions, his duties and responsibilities and time spent on the affairs of the Group as well as his performance.

Chan Yiu Lun, Alan, aged 36, joined the Company as an executive Director in March

2010 and is also a director of various members of the Group. He is also a member of the Investment Committee of the Company. He graduated from Trinity College of Arts and Sciences of Duke University, United States of America, with a bachelor of arts degree in Political Science

• International Relations. Mr. Alan Chan previously worked in the investment banking division of The Goldman Sachs Group, Inc. He is a director of Burcon NutraScience Corporation whose issued shares are listed on the Toronto Stock Exchange and the Frankfurt Stock Exchange. Mr. Alan Chan is the son of Dr. Chan Kwok Keung, Charles ("Dr. Charles Chan") and Ms. Ng Yuen Lan, Macy who are the Substantial Shareholders.

- 7 -

APPENDIX I	PARTICULARS OF RETIRING DIRECTORS
	STANDING FOR RE-ELECTION

As at the Latest Practicable Date, Mr. Alan Chan had personal interests in 3,959,582 Shares and 1,500,000 Options entitling him to subscribe for 1,500,000 Shares, in aggregate representing approximately 0.57% of the existing Share Capital. Save as disclosed above, Mr. Alan Chan did not have any relationship with any Directors, senior management of the Company, Substantial Shareholders or Controlling Shareholders as at the Latest Practicable Date.

There is no proposed length of Mr. Alan Chan's service of directorship, but he is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the Bye-laws. Mr. Alan Chan is entitled to receive an annual director's fee of HK$10,000 as determined by the Board, and a basic salary of HK$2,640,000 per annum and a discretionary bonus, both of which are approved by the Remuneration Committee of the Company. All such emoluments are determined with reference to the prevailing market conditions, his duties and responsibilities and time spent on the affairs of the Group as well as his performance.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Kwok Ka Lap, Alva, aged 72, joined the Company as an independent non-executive Director in October 2001. He is also a member of each of the Audit Committee, the Remuneration Committee, the Nomination Committee and the Corporate Governance Committee of the Company. Mr. Alva Kwok was a marketing manager in an international company engaging in the design of business administration system. He has over 37 years of experience in the insurance and investment business, principally in the senior managerial position leading a sizable sales team. Mr. Alva Kwok is an independent non-executive director of Master Glory Group Limited ("Master Glory") and Greater Bay Area Dynamic Growth Holding Limited (formerly known as Rosedale Hotel Holdings Limited), both of which are listed companies in Hong Kong.

As at the Latest Practicable Date, Mr. Alva Kwok had personal interests in 623,453 Shares and 300,000 Options entitling him to subscribe for 300,000 Shares, in aggregate representing approximately 0.09% of the existing Share Capital. Also, Mr. Alva Kwok did not have any relationship with any Directors, senior management of the Company, Substantial Shareholders or Controlling Shareholders as at the Latest Practicable Date.

The term of office of Mr. Alva Kwok runs for the period from 11 August 2017, being the date of his last re-election, until the conclusion of the Annual General Meeting, subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the Bye-laws. Mr. Alva Kwok is entitled to receive an annual director's fee of HK$200,000 as determined by the Board with regard to the prevailing market conditions, his duties and responsibilities and time spent on the affairs of the Group.

- 8 -

APPENDIX I	PARTICULARS OF RETIRING DIRECTORS
	STANDING FOR RE-ELECTION

As disclosed in the announcement of Master Glory dated 12 June 2020, Master Glory, on 1 June 2020, was ordered to be wound up by the High Court of Hong Kong (the "Order"). According to the information available at the Companies Registry of Hong Kong, the Order was made upon the petition (the "Petition") of a creditor of Master Glory (the "Creditor"). As disclosed in the announcement of Master Glory dated 5 December 2019, the Petition was about certain indebtedness in the sum of approximately HK$322.7 million due and owing by Master Glory to the Creditor, and there were two other similar winding-up petitions against Master Glory about other indebtedness in the respective sums of approximately HK$107.4 million and HK$214.3 million due and owing by Master Glory to two other creditors. Master Glory is a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the main board of the Stock Exchange. The trading of the shares of Master Glory on the Stock Exchange has been suspended since 2 July 2019. According to its latest 2017-2018 annual report, Master Glory was engaged in trading of securities and investment holding.

Save as disclosed above, in connection with the re-election of Mr. CK Cheung, Mr. Alan Chan and Mr. Alva Kwok as Directors, there are no other matters that need to be brought to the attention of the Shareholders nor any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

- 9 -

APPENDIX II	EXPLANATORY STATEMENT ON
	REPURCHASE MANDATE

This appendix serves as the explanatory statement, as required by Rule 10.06 of the Listing Rules, to provide requisite information to the Shareholders with regard to the Repurchase Mandate.

1. SHAREHOLDERS' APPROVAL

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange provided that the shares proposed to be repurchased must be fully paid-up and all repurchases of shares must be approved in advance by an ordinary resolution of the shareholders, either by way of a specific approval or a general mandate to the directors of the company to make such repurchase.

2. EXERCISE OF THE REPURCHASE MANDATE

As at the Latest Practicable Date, there were 957,392,004 Shares in issue. Subject to the passing of the ordinary resolution to approve the Repurchase Mandate at the Annual General Meeting and on the basis that no further Shares are issued or repurchased from the Latest Practicable Date to the date of the Annual General Meeting, the Company would be allowed to repurchase up to a maximum of 95,739,200 Shares, representing 10% of the total number of issued Shares as at the date of the passing of such resolution, under the Repurchase Mandate.

3. REASONS FOR REPURCHASES

The Directors believe that it is in the interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or the earnings per Share and will benefit the Company and the Shareholders as a whole.

4. FUNDING OF REPURCHASES

The repurchase of Shares shall be made out of funds legally available for such purpose in accordance with the memorandum of association of the Company, the Bye-laws, the Listing Rules and the applicable laws of Bermuda. Under Bermuda law, repurchases may only be effected out of the capital paid up on the repurchased Shares or out of funds of the Company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose. Any premium payable on a repurchase over the par value of the Shares to be repurchased must be provided for out of funds of the Company otherwise available for dividend or distribution or out of the Company's share premium account before the Shares are repurchased. It is envisaged that the funds required for any repurchase of Shares pursuant to the exercise of the Repurchase Mandate would be derived from such sources.

- 10 -

APPENDIX II	EXPLANATORY STATEMENT ON
	REPURCHASE MANDATE

As compared to the financial position of the Company as at 31 March 2020 (being the date of the Company's latest published audited accounts), the Directors consider that the repurchases of Shares will have no material adverse impact on the working capital and the gearing position of the Company in the event that the Repurchase Mandate were to be exercised in full during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. DIRECTORS, CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company.

No core connected person of the Company has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in event that the Repurchase Mandate is approved by the Shareholders.

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise all powers of the Company to make repurchase of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Bye-laws and the applicable laws of Bermuda.

7. SHARE REPURCHASE MADE BY THE COMPANY

The Company repurchased a total of 8,870,000 Shares on the Stock Exchange in the six months preceding the Latest Practicable Date. Details are set out as follows:

		Number of	Purchase Price per Share
Date of Repurchase	Shares	Highest	Lowest
			HK$	HK$
12	March 2020	1,598,000	1.00	0.99
13	March 2020	1,590,000	1.00	0.97
16	March 2020	2,419,000	1.00	0.95
17 March 2020	500,000	0.96	0.95
18	March 2020	1,650,000	0.96	0.93
19 March 2020	861,000	0.95	0.87
23 March 2020	200,000	0.85	0.85
24 March 2020	52,000	0.85	0.85

Save as disclosed above, the Company did not purchase any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

- 11 -

APPENDIX II	EXPLANATORY STATEMENT ON
	REPURCHASE MANDATE

8. EFFECTS OF THE TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of the Directors exercising the powers of the Company to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purpose of Rules 26 and 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Dr. Charles Chan beneficially owned and through the companies wholly owned by him, was interested in an aggregate of 267,775,093 Shares (the "Total Interests"), representing approximately 27.96% of the Share Capital. In the event that the Repurchase Mandate is exercised in full (assuming the Total Interests remain unchanged as at the Latest Practicable Date), the Total Interests of Dr. Charles Chan in the Company would increase to approximately 31.07% of the Share Capital. As such, an exercise of the Repurchase Mandate in full may result in Dr. Charles Chan becoming obliged to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such an extent as would result in such mandatory offer obligation arising.

9. SHARE PRICES

The highest and the lowest prices at which the Shares were traded on the Stock Exchange during each of the 12 months preceding the Latest Practicable Date were as follows:

	Share Prices
	Highest	Lowest
	HK$	HK$
2019
July	1.84	1.58
August	1.59	1.16
September	1.48	1.22
October	1.53	1.34
November	1.45	1.12
December	1.20	1.12
2020
January	1.20	1.08
February	1.16	1.05
March	1.10	0.83
April	0.94	0.82
May	1.02	0.80
June	0.96	0.86
July (up to and including the Latest Practicable Date)	0.98	0.85

- 12 -

NOTICE OF ANNUAL GENERAL MEETING

(Incorporated in Bermuda with limited liability)

(Stock Code: 199)

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of ITC Properties Group Limited (the "Company") will be held at 15/F., 250 Hennessy, 250 Hennessy Road, Wanchai, Hong Kong on Friday, 11 September 2020 at 10:30 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company for the year ended 31 March 2020 together with the reports of the directors and of the auditor thereon.
2. (A) To re-elect the following retiring directors of the Company:
3. 1. 1. Mr. Cheung Chi Kit as a director of the Company;
      2. Mr. Chan Yiu Lun, Alan as a director of the Company; and
      3. Mr. Kwok Ka Lap, Alva as a director of the Company; and
   2. To authorise the board of directors of the Company (the "Board") to fix the remuneration of the directors of the Company (the "Directors") for the ensuing year.
4. To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorise the Board to fix its remuneration.
5. As special business, to consider and, if thought fit, to pass, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

• 1. "THAT
  2. 1. subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and sub-paragraph (iii) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all
• For identification purpose only

- 13 -

NOTICE OF ANNUAL GENERAL MEETING

powers of the Company to allot, issue and deal with additional shares of HK$0.01 each in the share capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws and the bye-laws of the Company, be and is hereby generally and unconditionally approved;

1. the approval in sub-paragraph (i) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in sub-paragraphs (i) and (ii) of this resolution, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined); or (b) an issue of shares of the Company under any share option scheme of the Company or similar arrangements for the time being adopted by the Company for the grant or issue of shares or rights to acquire shares of the Company; or (c) an issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any securities which are convertible into shares of the Company; or (d) an issue of shares of the Company by way of any scrip dividend or similar arrangements pursuant to the bye-laws of the Company from time to time, shall not exceed 20 per cent. of the total number of the shares of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
3. for the purpose of this resolution:
   "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Bermuda to be held; or

- 14 -

NOTICE OF ANNUAL GENERAL MEETING

1. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of shares of the Company open for a period fixed by the Directors to the holders of shares whose names stand on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory applicable to the Company)."

1. "THAT
2. 1. subject to sub-paragraph (iii) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued shares of the Company on The Stock Exchange of Hong Kong Limited or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited for this purpose, subject to and in accordance with all applicable laws, the bye-laws of the Company and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
   2. the approval in sub-paragraph (i) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;
   3. the aggregate number of shares of the Company which the Directors are authorised to repurchase pursuant to the approval in sub-paragraphs
   4. 1. and (ii) of this resolution shall not exceed 10 per cent. of the total number of the shares of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

- 15 -

NOTICE OF ANNUAL GENERAL MEETING

1. 1. for the purpose of this resolution:
      "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
   2. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Bermuda to be held; or
      3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
2. "THAT conditional upon the resolutions numbered 4(A) and 4(B) as set out in the notice convening this Meeting being passed, the number of the issued shares of the Company which are repurchased by the Company under the authority granted to the Directors pursuant to and in accordance with the resolution numbered 4(B) above shall be added to the number of the shares that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the Directors pursuant to and in accordance with the resolution numbered 4(A) as set out in the notice convening this Meeting."

	By order of the Board
	ITC Properties Group Limited
	Wong Siu Mun
	Company Secretary
Hong Kong, 29 July 2020
Registered office:	Principal place of business in Hong Kong:
Clarendon House	30/F., Bank of America Tower
2 Church Street	12 Harcourt Road
Hamilton HM 11	Central
Bermuda	Hong Kong

- 16 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any shareholder of the Company entitled to attend and vote at the Meeting may appoint another person as his proxy to attend and vote instead of him. A shareholder of the Company who is the holder of two or more shares of the Company (the "Shares") may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy needs not be a shareholder of the Company. In addition, a proxy or proxies representing either a shareholder of the Company who is an individual or a shareholder of the Company which is a corporation shall be entitled to exercise the same power on behalf of the shareholder of the Company which he or they represent(s) as such shareholder of the Company could exercise.
2. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof, it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.
3. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Meeting or any adjourned meeting thereof at which the person named in the instrument proposes to vote and, in default, the instrument of proxy shall not be treated as valid.
4. Completion and return of an instrument appointing a proxy shall not preclude a shareholder of the Company from attending and voting in person at the Meeting or any adjournment thereof or on the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to have been revoked.
5. Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of the Share as if he were solely entitled thereto, but if more than one of such joint holders be present at the Meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company (the "Register of Members") in respect of the joint holding.
6. For the purpose of ascertaining shareholders' entitlement to attend and vote at the Meeting, the Register of Members will be closed from Tuesday, 8 September 2020 to Friday, 11 September 2020, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Meeting, shareholders of the Company must lodge all transfer documents accompanied by the relevant share certificates with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited, at the abovementioned address for registration by no later than 4:30 p.m. on Monday, 7 September 2020.
7. In light of the epidemic of COVID-19, shareholders of the Company are strongly encouraged to appoint the chairman of the Meeting as his/her proxy to vote on the resolutions, instead of attending the Meeting in person.
8. No food or drink will be served at the Meeting. The Company will also implement the precautionary measures regarding group gathering at the Meeting as required by the relevant regulations from time to time.

As at the date of this notice, the Directors are as follows:

Executive Directors:

Mr. Cheung Hon Kit (Chairman)

Mr. Chan Fut Yan (Managing Director)

Mr. Cheung Chi Kit (Chief Financial Officer)

Mr. Chan Yiu Lun, Alan

Mr. Wong Lai Shun, Benny

Independent Non-executive Directors:

Hon. Shek Lai Him, Abraham, GBS, JP (Vice Chairman)

Mr. Kwok Ka Lap, Alva

Mr. Chan Pak Cheong Afonso

In case of any inconsistency, the English version of this notice shall prevail over the Chinese version.

- 17 -