ITC CORPORATION<0372> - Announcement & Resumption

The Stock Exchange of Hong Kong Limited takes no responsibility for the 
contents of this announcement, makes no representation as to its accuracy 
or completeness and expressly disclaims any liability whatsoever for any 
loss howsoever arising from or in reliance upon the whole or any part of 
the contents of this announcement.

ITC CORPORATION LIMITED
(Incorporated in Bermuda with limited liability)

POSSIBLE DISCLOSEABLE TRANSACTION

Participation in Rights Issue of Tung Fong Hung (Holdings) Limited

The directors of ITC Corporation Limited announce that ITC has agreed to 
participate in the underwriting of the proposed rights issue of not less 
than 374,054,412 shares of HK$0.10 each at a price of HK$0.15 per rights 
share by Tung Fong Hung (Holdings) Limited, full details of which are set 
out in the announcement made by Tung Fong Hung on 8th May, 1999.  Under 
the proposed rights issue, ITC's shareholding interest in Tung Fong Hung 
may increase from the existing level of about 12.8 per cent. to a maximum 
of about 54.1 per cent. of Tung Fong Hung's share capital as enlarged by 
the rights issue (assuming that all existing outstanding share options are 
exercised and the Tung Fong Hung Shares issuable pursuant to such exercise 
are issued on or before the record date for the rights issue).  If ITC 
becomes required to underwrite such number of rights shares so as to 
result in ITC's total shareholding in Tung Fong Hung exceeding 50 per 
cent., Tung Fong Hung will become a subsidiary of ITC, and the 
subscription pursuant to ITC's underwriting obligation will constitute a 
discloseable transaction under the Listing Rules.  However, the proposed 
rights issue is subject to a number of conditions, including, among other 
things, approval of the shareholders of Tung Fong Hung, other than ITC, 
Hanny Holdings Limited and Hutchison Whampoa Limited and their respective 
associates (as defined in the Listing Rules) and the Executives of the 
Corporate Finance Division of the Securities and Futures Commission 
granting a waiver to ITC from an obligation to make a mandatory offer for 
Tung Fong Hung Shares under Rule 26 of the Hong Kong Code on Takeovers and 
Mergers.

A further announcement will be made by ITC as and when the extent of ITC's 
actual underwriting obligation is determined.

The consideration which may be required to be paid by ITC pursuant to its 
underwriting obligation will be financed from its internal resources and 
external borrowings.

Application has been made to the Stock Exchange for resumption of trading 
in the shares of ITC with effect from 10:00 a.m. on Monday, 10th May, 
1999.

The directors of ITC Corporation Limited ("ITC") wish to announce that ITC 
has agreed, pursuant to an underwriting agreement dated 6th May, 1999 (the 
"Underwriting Agreement") entered into by it with Tung Fong Hung 
(Holdings) Limited ("Tung Fong Hung"), Tai Fook Securities Company 
Limited, Pacific Challenge Capital Limited and Tai Fook Capital Limited, 
to participate in the underwriting of the proposed rights issue (the 
"Rights Issue") by Tung Fong Hung of not less than 374,054,412 shares of 
HK$0.10 each ("Tung Fong Hung Shares") at a price of HK$0.15 per rights 
share, full datails of which are set out in the announcement made by Tung 
Fong Hung on 8th May, 1999.
Under the terms of the Underwriting Agreement, in the event that the 
Rights Issue is not fully subscribed, and ITC is required to fully take up 
its underwriting commitment, in addition to its entitlement under the 
Rights Issue as an existing shareholder of Tung Fong Hung, and all of the 
rights shares which may fall to be issued as a result of any further Tung 
Fong Hung Shares being issued on or before the record date for the Rights 
Issue pursuant to the exercise of outstanding share options of Tung Fong 
Hung, ITC's interest in Tung Fong Hung will increase from the existing 
level of about 12.8 per cent. to a maximum of about 54.1 per cent. of the 
issued share capital of Tung Fong Hung as enlarged by the Rights Issue 
(assuming that all existing outstanding share options are exercised and 
the Tung Fong Hung Shares issuable pursuant to such exercise are issued on 
or before the record date for the Rights Issue).  Accordingly, if ITC 
becomes required to underwrite such number of rights shares so as to 
result in its total shareholding in Tung Fong Hung exceeding 50 per cent., 
Tung Fung Hung will become a subsidiary of ITC, and the subscription 
pursuant to ITC's underwriting obligation will constitute a discloseable 
transaction under the listing rules of The Stock Exchange of Hong Kong 
Limited (the "Stock Exchange") entitled "Rules Governing the Listing of 
Securities" (the "Listing Rules").  However, the Rights Issue is subject 
to a number of conditions, including, among other things, approval of the 
shareholders of Tung Fong Hung, other than ITC, Hanny Holdings Limited, 
Hutchison Whampoa Limited and their respective associates (as defined in 
the Listing Rules) and the Executives of the Corporate Finance Division of 
the Securities and Futures Commission granting a waiver to ITC from an 
obligation to make a mandatory offer for Tung Fong Hung Shares under Rule 
26 of the Hong Kong Code on Takeovers and Mergers.

Assuming that ITC is required to take up its underwriting commitment under 
the Underwriting Agreement in full, ITC will be required to subscribe, 
including its own entitlement under the Rights Issue as an existing 
shareholder of Tung Fong Hung, in total 241,311,612 Tung Fong Hung Shares 
for a total subscription price of about HK$36.2 million.  Such 
consideration will be financed by ITC from its internal resources and 
external borrowings.  The subscription by ITC for Tung Fong Hung Shares 
pursuant to its possible underwriting obligation under the Underwriting 
Agreement may constitute a transaction which is discloseable under Chapter 
14 of the Listing Rules.  A further announcement will be made by ITC as 
and when the extent of its underwriting commitment under the Underwriting 
Agreement is determined.

ITC has agreed to participate in the underwriting of the Rights Issue as 
described above in order to support the need for Tung Fong Hung to raise 
additional capital.  The directors of ITC believe that the success of the 
Rights Issue will strengthen the financial position of Tung Fong Hung, 
which, in turn, will benefit ITC and enhance its investment in Tung Fong 
Hung.

At the request of ITC, trading in its shares has been suspended from 10:00 
a.m. on Friday, 7th May, 1999 pending the release of this announcement.  
Application has been made to the Stock Exchange for resumption of trading 
in the shares of ITC with effect from 10:00 a.m. on Monday, 10th May, 
1999.

By Order of the Board
Sylvia Leung
Company Secretary

Hong Kong, 8th May, 1999

The directors of ITC jointly and severally accept full responsibility for 
the accuracy of the information contained in this announcement and 
confirm, having made all reasonable enquiries, that to the best of their 
knowledge and belief, the opinions expressed in this announcement have 
been arrived at after due and careful consideration and that there are no 
other facts contained in this announcement the omission of which would 
make any statement in this announcement misleading.