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Form Serial Number: |
CS20260824E00346 |
| 1.
Date of relevant event: |
24/08/2026
(dd/mm/yyyy)
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| 2.
Date when the substantial shareholder becomes aware of the relevant event / interest in the shares (if later): |
(dd/mm/yyyy)
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| 3.
Stock code: |
00199 |
| 4.
Name of listed corporation: |
ITC Properties Group Ltd. |
| 5.
Class of shares: |
Ordinary Shares |
| 6.
Number of issued shares in class: |
1,088,638,092 |
| 7.
Name of substantial shareholder: |
Reynold Lemkins Holding CO., LTD |
| 8.
Registered office: |
Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands |
| 9.
Principal place of business in Hong Kong: |
N/A |
| 15.
Exchange on which listed: |
N/A |
| 16.
Name of listed parent and exchange on which parent is listed: |
N/A |
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| 17.
Details of relevant event: |
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Brief description of relevant event
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Capacity in which shares were/are held
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Number of shares bought/sold or involved |
Currency of transaction |
On Exchange
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Off Exchange
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| Before relevant event
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After relevant event
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Highest price (per share)
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Average price (per share)
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Average consideration (per share)
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Nature of consideration
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|
Long position |
| 1113 | The percentage level of your interest in the shares has increased because:
any other event (you must briefly describe the relevant event in the Supplementary Information box) |
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| 2201 | Interest of corporation controlled by you |
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8,714,279 |
HKD |
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2.5220 |
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| Short position |
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| 18.
Total shares immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 126,160,000 | 11.58 |
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| 19.
Total shares immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 134,874,279 | 12.38 |
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| 20.
Capacity in which interests disclosed in Box 19 are held: |
| Capacity code | Number of shares |
| 2201 | Interest of corporation controlled by you |
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| 21.
Further information in respect of derivative interests: |
| Derivatives code | Number of shares |
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| 22.
Further information in relation to interests of corporations controlled by substantial shareholder: |
| Name of controlled corporation | Address and place of incorporation | Name of controlling person | % control | Direct interest (Y/N) | Number of shares |
| The Reynold Lemkins Group | 3-212 Governors Square, 23 Lime Tree Bay Avenue, PO Box 30746, Seven Mile Beach, Grand Cayman KY1-1203, Cayman Islands (Cayman Islands) | Reynold Lemkins Holding CO., LTD | 100.00 | N | |
| The Reynold Lemkins Group (Asia) Limited | Unit 1603, 16th Floor, The L. Plaza, 367 - 375 Queen's Road Central, Sheung Wan, Hong Kong (Hong Kong) | The Reynold Lemkins Group | 100.00 | Y | |
| Galaxyway Investments Limited | Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands, British Virgin Islands | Reynold Lemkins Holding CO., LTD | 100.00 | Y | |
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| 23.
Further information in relation to interests held by substantial shareholder jointly with another person: |
| Name of joint shareholder | Address | Number of shares |
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| 24.
Further information from a trustee, a beneficiary of a trust, or a person who set up a discretionary trust: |
| Names of trust | Address | Status code | Number of shares |
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| 25.
Further information from a party to an agreement under Section 317 (Please see Notes for further information required): |
| Names of other parties | Address | Number of shares |
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| Total number of shares in which a substantial shareholder is interested under sections 317 and 318 | |
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| 26.
Details of person(s) in accordance with whose directions the substantial shareholder or its directors are accustomed to act: |
| Names | Address | Relationship Code | Percentage (%) |
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| 27.
Supplementary information: |
On 24 August 2026, Reynold Lemkins Holding CO., LTD ("RL") entered into a sale and purchase agreement to acquire 100% of the issued share of Galaxyway Investments Limited ("Galaxyway"), which holds 8,714,279 shares of the listed corporation, at a purchase price of HK$17,885,993.61, being HK$21,979,590.21 less the liability of Galaxyway of HK$4,093,596.60. At completion, the purchase price may be satisfied in cash or assets or a combination of both.
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| 28.
Log/Serial Number of the previous form: |
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| 29.
Number of concert party document(s) under section 317 attached/uploaded: |
0
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Date of filing this Form 2: |
24/08/2026
(dd/mm/yyyy)
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