ITE : Circulars 2019

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 ITE (Holdings) 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.

ITE (HOLDINGS) LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8092)

1. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
2. 1. 1. RE-ELECTIONOF DIRECTORS; AND
   2. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Units C & D, 1/F., Por Yen Building, 478 Castle Peak Road, Kowloon, Hong Kong on Thursday, 8 August 2019 at 2:30 p.m. is set out on pages 13 to 17 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular.

Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Company's registrar in Hong Kong, Hong Kong Registrars Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. 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 and in such event the proxy shall be deemed to be revoked.

This circular will remain on the "Latest Company Announcements" page of the GEM website at www.hkgem.com for at least 7 days from its date of publication and on the website of the Company at www.hkite.com.

26 June 2019

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a high investment risk may be attached than other companies listed on the Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given the emerging nature of companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

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		CONTENTS
			Page
Definitions . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandate to issue shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandate to repurchase shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
AGM . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	-	Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II	-	Details of retiring directors proposed to be
		re-electedat the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of AGM . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

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DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held at
	Units C & D, 1/F., Por Yen Building, 478 Castle Peak
	Road, Kowloon, Hong Kong on Thursday, 8 August 2019
	at 2:30 p.m., notice of which is set out on pages 13 to 17
	of this circular
"Annual Report"	the annual report of the Company for the year ended 31
	March 2019
"Articles of Association"	the articles of associations of the Company
"Board"	the board of Directors from time to time
"Company"	ITE (Holdings) Limited, a company incorporated in the
	Cayman Islands with limited liability and the Shares of
	which are listed on GEM
"Directors"	the directors of the Company from time to time
"Exchange"	The Stock Exchange of Hong Kong Limited
"GEM"	GEM operated by the Exchange
"GEM Listing Rules"	the Rules Governing the Listing of Securities on the
	GEM
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Issue Mandate"	the general and unconditional mandate proposed to be
	granted to Directors to allot, issue and deal with new
	Shares not exceeding 20% of the aggregate number of
	issued shares of the Company as at the date of passing of
	the relevant resolution at the AGM, which is extended by
	the addition of the number of Shares purchased under the
	Repurchase Mandate

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	DEFINITIONS
"Latest Practicable Date"	19 June 2019, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information contained in this circular
"Nomination Committee"	nomination committee of the Company
"Repurchase Mandate"	the general and unconditional mandate proposed to be
	granted to Directors to exercise the power of the
	Company to repurchase Shares up to a maximum of 10%
	of the aggregate number of issued shares of the Company
	as at the date of passing of the relevant resolution at the
	AGM
"SFO"	The Securities and Futures Ordinance (Chapter 571 of
	Laws of Hong Kong)
"Share(s)"	ordinary share(s) of HK$0.01 each in the share capital of
	the Company
"Shareholder(s)"	holder(s) of the Share(s) from time to time
"Takeovers Code"	The Hong Kong Code on Takeovers and Mergers
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong

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