Hopefluent Group Holdings Limited — Proxy Solicitation & Information Statement 2015

Aug 27, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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:

Dr. Chan Kwok Keung, Charles (Chairman) Ms. Chau Mei Wah, Rosanna (Deputy Chairman and Managing Director) Mr. Chan Kwok Chuen, Augustine Mr. Chan Fut Yan Mr. Chan Yiu Lun, Alan

Independent non-executive Directors: Mr. Chuck, Winston Calptor Mr. Lee Kit Wah Hon. Shek Lai Him, Abraham, GBS, JP

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal place of business in Hong Kong: 30th Floor Bank of America Tower 12 Harcourt Road Central Hong Kong 28th August, 2015

To the Shareholders

Dear Sir or Madam,

SCRIP DIVIDEND SCHEME IN RELATION TO THE FINAL DIVIDEND FOR THE YEAR ENDED 31ST MARCH, 2015

On 30th June, 2015, the board of directors (the “Board”) of ITC Corporation Limited (the “Company”) announced the recommendation of the payment of a final dividend of HK$0.04 per ordinary share of HK$0.01 each in the issued share capital of the Company (the “Share(s)”) (the “Dividend”) for the year ended 31st March, 2015 with an option to elect to receive the Dividend wholly or partly by allotment of new Shares credited as fully paid up (the “Scrip Shares”) in lieu of cash, payable to the holders of Shares (the “Shareholders”) whose names were recorded on the register of Shareholders as at the close of business on Wednesday, 26th August, 2015 (the “Scrip Dividend Scheme”). The Scrip Dividend Scheme was approved by the Shareholders at the annual general meeting of the Company held on 17th August, 2015. The register of Shareholders was closed from Tuesday, 25th August, 2015 to Wednesday, 26th August, 2015, both dates inclusive, during which period no transfer of Shares was effected.

• For identification purpose only

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The purpose of this circular is to set out the procedures and conditions which apply to the Scrip Dividend Scheme and the action which should be taken by the Shareholders in relation thereto.

Particulars of the Scrip Dividend Scheme

Under the Scrip Dividend Scheme, each Shareholder whose name appeared on the register of Shareholders as at the close of business on 26th August, 2015 (the “Record Date”) has the following choices of receiving the Dividend:

• (a) in cash of HK$0.04 per Share; or

• (b) by an allotment of Scrip Shares in lieu of cash at HK$0.6681 per Scrip Share (as determined below), save for adjustment for fractions; or

• (c) by a combination of partly cash and partly Scrip Shares.

As stated in the announcement of the Company dated 30th June, 2015, for the purpose of calculating the number of Scrip Shares to be allotted under (b) and (c) above, the market value of each Scrip Share has been fixed at HK$0.6681 per Share, which is determined by reference to the average closing price per Share on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) for the three consecutive trading days up to and including the Record Date (the “Average Closing Price”) less a discount of five per cent. of such Average Closing Price or the par value of HK$0.01 per Share, whichever is the higher.

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 Scrip Shares to be received = Number of Shares held on Record Date for which the Dividend is to be satisfied by the allotment of Scrip Shares X	HK$0.04 (Dividend per Share)
	HK$0.6681 Average 95 ( Closing Price x 100 )

If all Shareholders elect to receive the Dividend in Scrip Shares, based on 1,553,771,074 Shares in issue as at the Record Date, a maximum of 93,026,257 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 the Scrip Shares will be disregarded and the benefit thereof will accrue to the Company.

The Scrip Shares when issue 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 be entitled to the Dividend. 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. Dividend in cash will be paid in Hong Kong dollars regardless of the registered address of the Shareholders as at the Record Date.

Scrip Election Form

An election form (the “Scrip Election Form(s)”) is enclosed. Any Shareholder who wishes to receive only cash in respect of his/her/its Dividend does not need to take any action. No Scrip Election Forms are being sent to those 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/her/its Dividend, either in whole or in part, must complete the Scrip Election Form in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Tricor Secretaries Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by no later than 4:30 p.m. on 21st September, 2015. No acknowledgement of receipt of the Scrip Election Form will be given.

The above-mentioned closing time for the return of the Scrip Election Form will be extended, as the case may be, in accordance with (a) or (b) below if there is a typhoon signal no. 8 or above, or a ‘‘black’’ rainstorm warning (either one of the warnings is referred to as the ‘‘Warning’’):

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• (a) in force in Hong Kong at any time before 12:00 noon and no longer in force after 12:00 noon on 21st September, 2015. In such a case, the closing time for the return of the Scrip Election Form will be extended to 5:00 p.m. on 21st September, 2015; or

• (b) in force in Hong Kong at any time between 12:00 noon and 4:30 p.m. on 21st September, 2015. In such a case, the closing time for the return of the Scrip Election Form will be extended to 4:30 p.m. on the next business day where no Warning is in force at any time between 9:00 a.m. and 4:30 p.m.

If you complete the Scrip Election Form but do not specify the number of Shares in respect of which you elect to receive the Dividend by way of allotment of Scrip Shares, or if you elect to receive Scrip Shares in respect of a greater number of Shares than your registered holding as at the Record Date, then in either case you will be deemed to have exercised your election to receive only the Scrip Shares in lieu of cash in respect of all the Dividend to which you are entitled.

For the avoidance of doubt, the Scrip Shares are not offered to the public other than the Shareholders whose names appeared at the register of Shareholders as at the close of business on the Record Date and the Scrip Election Forms are non-transferable.

Overseas Shareholders

Based on the register of Shareholders as at the close of business on the Record Date, all Shareholders had registered addresses in Hong Kong save that there were nine Shareholders with registered addresses in foreign jurisdictions (collectively the “Overseas Shareholder(s)”), namely Canada (1 Shareholder holding 2,000 Shares), The People’s Republic of China (“PRC”) (2 Shareholders holding 30 Shares and 7 Shares respectively), the British Virgin Islands (1 Shareholder holding 3 Shares), Taiwan (1 Shareholder holding 1 Share), the Macau Special Administrative Region of the PRC (“Macau”) (1 Shareholder holding 40 Shares), Australia (2 Shareholders holding 3 Shares and 15 Shares respectively) and Singapore (1 Shareholder holding 7 Shares), who together held an aggregate of 2,106 Shares. The aggregate amount of the Dividend to which these Overseas Shareholders are entitled is approximately HK$84.24.

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. Assuming that all these Overseas Shareholders elected to receive the Dividend wholly in Scrip Shares, those Overseas Shareholders with registered addresses in the British Virgin Islands, Taiwan, Singapore and Australia and one Overseas Shareholder with registered address in PRC (holding 7 Shares) will not be issued with any Scrip Share as the amount of Dividend which each of them is entitled to is less than the market value of HK$0.6681 per Scrip Share as determined above, and only three Overseas Shareholders who resided in Canada, PRC and Macau respectively will be issued with no more than 122 Scrip Shares in total.

In compliance with Rule 13.36(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Company has made enquiries with its legal advisers on the laws of Canada, PRC and Macau in relation to the issue of Scrip Shares to those Overseas Shareholders residing in the aforesaid jurisdictions. The Directors were advised that no local regulatory compliance would be required to be made in PRC and Macau by the Company to issue the Scrip Shares to the Overseas Shareholders residing in these jurisdictions. The Company also made enquiries with its overseas legal adviser in respect of applicable Canadian securities laws in relation to the issue of Scrip Shares to the Overseas Shareholder(s) residing in Canada and was advised that such issue would be exempt from the preparation and filing of prospectus requirement under the relevant Canadian laws.

Accordingly, all Overseas Shareholders, except the Overseas Shareholders whose registered addresses appeared on the register of Shareholders as at the close of business on the Record Date were in Canada, PRC and Macau, will be excluded from the Scrip Dividend Scheme and such Overseas Shareholders will receive the Dividend wholly in cash. No Scrip Election Form will be sent to such Overseas Shareholders. The Scrip Election Form will be sent to the Overseas Shareholders residing in Canada, PRC and Macau together with this circular.

This circular and the Scrip Election Form will not be registered in Hong Kong or any other jurisdiction. The Shares have not been registered under the securities laws or equivalent legislation of any jurisdiction other than Hong Kong. The participation in the Scrip Dividend Scheme by the Overseas Shareholders may be restricted by the laws of their relevant jurisdictions. No Shareholder receiving a copy of this circular and/or

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the Scrip Election Form in any territory outside Hong Kong may treat the same as an offer of Scrip Shares or an invitation to elect for Scrip Shares unless in the relevant territory such invitation could lawfully be made to him/her/it without having to obtain any registration or complying with other legal requirements, governmental or regulatory procedures or any similar formalities. It is the responsibility of any Shareholder residing outside Hong Kong who wishes to receive Scrip Shares under the Scrip Dividend Scheme to comply with the laws of the relevant jurisdiction including obtaining any registration or approval or consent or complying with other legal requirements, governmental or regulatory procedures or any similar formalities. Shareholders who receive Scrip Shares in lieu of the cash must also comply with any restrictions on the sale of the Scrip 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 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 Scrip Shares so acquired. The Overseas Shareholders residing in jurisdictions 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.

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 the Scrip Shares and cheques in respect of the Dividend payable in cash are expected to be sent to the relevant Shareholders by post at their own risk on or around 5th October, 2015. You may deal in the Scrip Shares to be issued to you upon receipt of the relevant share certificates. In the event that the Scrip Shares are not admitted to listing before 5th October, 2015, the Scrip Dividend Scheme will not become effective and the Scrip Election Form duly completed will be treated as void and the entire Dividend will be paid in cash.

The Shares are only listed, and dealt in, on the Stock Exchange. No equity or debt securities of the Company is listed 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.

Subject to the granting of listing of, and permission to deal in, the Scrip Shares to be issued under the Scrip Dividend Scheme on the Stock Exchange, such Scrip Shares will be accepted as eligible securities by Hong Kong Securities Clearing Company Limited for deposit, clearance and settlement in the Central Clearing and Settlement System. You should seek the advice of your stockbroker or other professional adviser for details of these settlement arrangements and how such settlement arrangements will affect your rights and interests.

Dealings in the Scrip Shares on the Stock Exchange are expected to commence on 6th October, 2015.

Advantages of the Scrip Dividend Scheme

The Scrip Dividend Scheme will give the Shareholders the opportunity to increase their investments in the Company at a discount to market value as provided above, without incurring brokerage fees, stamp duty and related dealing costs. The Scrip Dividend Scheme will also be to the advantage of the Company because, to the extent that the Shareholders elect to receive Scrip Shares, in whole or in part, in respect of the Dividend, the cash which would otherwise have been paid to such Shareholders will be retained for use by the Company.

Recommendation

Whether or not it is to your advantage to elect to receive cash or the Scrip Shares, in whole or in part, in respect of your Dividend 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 ADVISERS.

Yours faithfully, On behalf of the Board of

ITC Corporation Limited Dr. Chan Kwok Keung, Charles

Chairman

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