China Information Technology Development Limited — AGM Information 2016

May 27, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in China Information Technology Development Limited, you should at once hand this circular to the purchaser or the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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.

==> picture [69 x 67] intentionally omitted <==

==> picture [343 x 43] intentionally omitted <==

(incorporated in the Cayman Islands with limited liability) (Stock Code: 8178)

(1) PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS (3) PROPOSED REFRESHMENT OF SHARE OPTION SCHEME MANDATE LIMIT AND (4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of China Information Technology Development Limited to be held at Suite No. 5A, 9/F., Sino Plaza, 255-257 Gloucester Road, Hong Kong on Thursday, 30 June 2016 at 11:00 a.m. is set out on pages 17 to 21 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk).

Whether or not you are able to attend the annual general meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but 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 shareholders from attending and voting in person at the meeting if they so wish.

30 May 2016

CONTENTS

		Page
Characteristics of GEM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		iii
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
(1)	Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
(2)	Repurchase and Issuance Mandates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
(3)	Re-election of the Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
(4)	Refreshment of Share Option Scheme Mandate Limit . . . . . . . . . . . . . . . . . . . . . .	6
(5)	Procedures for Demanding a Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
(6)	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . .	9
(7)	Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
(8)	General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I	– Explanatory Statement on the Repurchase Mandate. . . . . . . . . . . . . . . .	10
Appendix II – Details of Directors proposed to be re-elected
	at the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		17

– i –

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a high investment risk may be attached. 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. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the main board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

– ii –

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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:

1. the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive; and

2. there are no other matters the omission of which would make any statement in this circular or this document misleading.

– iii –

DEFINITIONS

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

• “2011 Share Option Scheme”

the share option scheme adopted by the Company on 21 November 2001 which has been expired on 20 November 2011

• “2015 AGM”

the annual general meeting of the Company held on 30 June 2015

• “Annual General Meeting”

an annual general meeting of the Company to be held at Suite No. 5A, 9/F., Sino Plaza, 255-257 Gloucester Road, Hong Kong on Thursday, 30 June 2016 at 11:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 17 to 21 of this circular, or any adjournment thereof

• “Articles of Association”

• the articles of association from time to time adopted by the Company

• “Associate(s)” shall have the meaning ascribed to it under the GEM Listing Rules

• “Board” the board of Directors

• “Company”

China Information Technology Development Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM

• “Connected person”

• has the same meaning adsorbed thereto in the GEM Listing Rules

• “Director(s)”

the director(s) of the Company

• “General Mandate”

the general and unconditional mandate proposed to be granted to the Director at the Annual General Meeting to issue further new Shares not exceeding 20% of the issued share capital of the Company as at the date of granting of the General Mandate.

• “GEM”

• the Growth Enterprise Market operated by the Stock Exchange

– 1 –

DEFINITIONS

• “GEM Listing Rules”

the Rules Governing the Listing of Securities on GEM

• “Group”

the Company and its subsidiaries

• “Issuance Mandate”

• as defined in paragraph 2(b) of the Letter from the Board

• “Latest Practicable Date”

• 25 May 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Refreshment” the Share Option Scheme Mandate Limit proposed to be refreshed by the Shareholders at the Annual General Meeting pursuant to which the Directors may grant options to eligible participants under the Share Option Scheme for up to 10% of the Shares in issue as at the date of passing the relevant resolution at the Annual General Meeting

“Repurchase Mandate” the repurchase mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase up to 10% of the issued share capital of the Company as at the date of granting of the Repurchase Mandate as defined in paragraph 2(a) of the Letter from the Board

• “SFO”

• Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

• “Share(s)” ordinary share(s) of HK$0.1 each in the capital of the Company

• “Share Option(s)”

share option(s) granted or to be granted by the Company under the Share Option Scheme

• “Share Option Scheme”

the share option scheme adopted by the Company on 2 August 2012

– 2 –

DEFINITIONS

“Share Option Scheme Mandate Limit” the maximum number of Shares which may be allotted and issued upon the exercise of all the options to subscribe for new Shares to be granted under the Share Option Scheme which shall not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Share Option Scheme and thereafter, if refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders

“Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Hong Kong Codes on Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent

– 3 –

LETTER FROM THE BOARD

==> picture [69 x 67] intentionally omitted <==

==> picture [343 x 43] intentionally omitted <==

(incorporated in the Cayman Islands with limited liability) (Stock Code: 8178)

Executive Directors:

Mr. Wong Kui Shing, Danny (Chairman and Chief Executive Officer) Mr. Tse Chi Wai Mr. Wong Chi Yung Ms. Wu Jingjing Mr. Takashi Togo

Independent Non-executive Directors:

Mr. Hung Hing Man Mr. May Tai Keung, Nicholas Dr. Chen Shengrong

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KYI-1111 Cayman Islands

Principal place of business in Hong Kong: Suite No. 5A, 9/F. Sino Plaza 255-257 Gloucester Road Hong Kong 30 May 2016

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS (3) PROPOSED REFRESHMENT OF SHARE OPTION SCHEME MANDATE LIMIT

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

(1) INTRODUCTION

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

– 4 –

LETTER FROM THE BOARD

(2) REPURCHASE AND ISSUANCE MANDATES

At the annual general meeting of the Company held on 30 June 2015, general mandates were given to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares respectively. Such mandates will lapse at the conclusion of the 2016 Annual General Meeting.

As at the Latest Practicable Date, the issued share capital of the Company comprised 5,712,151,908 Shares.

Ordinary resolutions will be proposed at the Annual General Meeting to approve the granting of new general mandates to the Directors:

• (a) to purchase Shares on the Stock Exchange of an aggregate nominal amount of up to 10% of the aggregate nominal amount of the issued share capital of the Company on the date of passing of such resolution, i.e. a maximum of 571,215,190 Shares on the basis that no further Shares will be issued or repurchased prior to the date of the Annual General Meeting (the “Repurchase Mandate”);

• (b) to allot, issue or deal with Shares of an aggregate nominal amount of up to 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of such resolution, i.e. a maximum of 1,142,430,381 Shares on the basis that no further Shares will be issued or repurchased prior to the date of the Annual General Meeting (the “Issuance Mandate”); and

• (c) to extend the Issuance Mandate by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

The Repurchase Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in ordinary resolutions numbered 7A and 7B set out in the notice of the Annual General Meeting. With reference to the Repurchase Mandate and the Issuance Mandate, the Directors wish to state that they have no immediate plan to repurchase or issue any Shares pursuant thereto.

In accordance with the requirements of the GEM Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate. The explanatory statement as required by the GEM Listing Rules in connection with the Repurchase Mandate is set out in the Appendix I to this circular.

– 5 –

LETTER FROM THE BOARD

(3) RE-ELECTION OF DIRECTORS

Pursuant to Article 87(1) and 87(2) of the Articles of Association, Mr. Tse Chi Wai, Mr. Takashi Togo and Dr. Chen Shengrong will retire by rotation from office at the Annual General Meeting. Being eligible, each of Mr. Tse Chi Wai, Mr. Takashi Togo and Dr. Chen Shengrong will offer himself/herself for re-election as Director.

(4) PROPOSED REFRESHMENT OF THE SHARE OPTION SCHEME MANDATE LIMIT

The 2011 Share Option Scheme had been expired on 20 November 2011. The Company adopted the Share Option Scheme which effective from 3 August 2012 pursuant to an ordinary resolution passed by the Shareholders on 2 August 2012. Pursuant to the Share Option Scheme, the maximum number of Shares which may be issued upon exercise of all Options to be granted under the Share Option Scheme and any other share option scheme(s) of the Company and/or its subsidiaries (if any) must not represent more than 10% of the total number of Shares in issue as at the date of adoption of the Share Option Scheme. Save for the Share Option Scheme, as at the Latest Practicable Date, the Company does not have any other share option scheme.

The Share Option Scheme Mandate Limit may be refreshed by the Shareholders in general meeting from time to time provided that:

• (i) the Share Option Scheme Mandate Limit as refreshed shall not exceed 10% of the total number of Shares in issue as at the date of approval of the refreshment of the Share Option Scheme Mandate Limit;

• (ii) Options previously granted under the Share Option Scheme and any other share option scheme(s) of the Company and/or its subsidiaries (including those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme and any other share option scheme(s) of the Company and/or its subsidiaries) shall not be counted for the purpose of calculating the Share Option Scheme Mandate Limit as refreshed; and

• (iii) the total number of Shares which may be issued upon exercise of all Share Options granted and yet to be exercised under the Share Option Scheme or any other share option scheme(s) adopted by the Company and/or its subsidiaries must not exceed 30% of the Shares in issue from time to time.

– 6 –

LETTER FROM THE BOARD

As at the adoption date of the Share Option Scheme, there were outstanding 4,595,000 share options granted under the 2011 Share Option Scheme which were subsequently expired on 12 September 2012. At the 2015 AGM, the Share Option Scheme Mandate Limit was refreshed to allow the Company to grant Share Options entitling the holders thereof to subscribe for Shares not exceeding 10% of the issued share capital of the Company as at the date of approval of such refreshment, which amounted to 323,455,990 Shares. On 11 April 2016, the Directors granted a total of 323,448,000 Share Options under the Share Option Scheme to subscribe for an aggregate of 323,448,000 Shares, of which no Share Options were exercised, lapsed or cancelled. Unless the Share Option Scheme Mandate Limit is refreshed, the Company may only grant 7,990 Share Options pursuant to the Share Option Scheme, representing only approximately 0.002% of the current Share Option Scheme Mandate Limit and approximately 0.0001% of the Shares in issue as at the Latest Practicable Date.

There are 323,448,000 outstanding Share Options, representing approximately 5.66% of the total number of Shares in issue as at the Latest Practicable Date. On the basis of 5,712,151,908 Shares in issue as at the Latest Practicable Date, and assuming there is no further issue or repurchase of Shares prior to the Annual General Meeting; and the Refreshment is approved by the Shareholders at the Annual General Meeting; and taking into account the outstanding 323,448,000 Share Options granted under the Share Option Scheme to subscribe for up to a total of 323,448,000 Shares (the “ Outstanding Options ”), the Company may grant Share Options to eligible participants conferring on them right to subscribe for a total of up to 571,215,190 Shares which, when aggregated with 323,448,000 Shares that may be issued under the Outstanding Options (amounting to 894,663,190 Shares which represents approximately 15.66% of the total number of Shares in issue as at the Latest Practicable Date), is within the said limit of 30% of the total number of Shares in issue from time to time as required under the Share Option Scheme.

As there had been an increase in the total number of Shares in issue and the current Share Option Scheme Mandate Limit available to be granted to eligible participants represents only approximately 0.0001% of the total number of Shares in issue, the Directors consider that the Company should refresh the Share Option Scheme Mandate Limit so that the Company could have greater flexibility to provide incentives to the eligible participants of the Share Option Scheme by way of granting Share Options to them to strive for the future development and success of the Group.

The Directors further consider that the refreshment of the Share Option Scheme Mandate Limit is in the interests of the Group and the Shareholders as a whole because it enables the Company to reward appropriately and motivate the eligible participants under the Share Option Scheme.

– 7 –

LETTER FROM THE BOARD

The Refreshment is conditional upon:

• (a) the passing of an ordinary resolution to approve the Refreshment by the Shareholders at the Annual General Meeting; and

• (b) the GEM Listing Committee granting the approval for the listing of, and permission to deal in, the Shares which may fall to be allotted and issued upon the exercise of any options that may be granted pursuant to the Share Option Scheme under the Refreshment.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares which may fall to be allotted and issued upon the exercise of any options that may be granted pursuant to the Share Option Scheme under the Refreshment.

(5) PROCEDURES FOR DEMANDING A POLL

According to Article 66 of the Articles of Association, a resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (a) by the chairman of such meeting; or

• (b) by at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the meeting; or

• (c) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (d) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative or by proxy and holding Shares conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right; or

• (e) by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent (5%) or more of the total voting rights at such meeting.

– 8 –

LETTER FROM THE BOARD

Pursuant to GEM Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the Annual General Meeting pursuant to Article 66 of the Articles of Association.

(6) ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 17 to 21 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, re-election of the retiring Directors, the granting of the Repurchase Mandate, the Issuance Mandate and the extension of the Issuance Mandate by the addition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate and the Refreshment. No shareholder is required to abstain from voting at the Annual General Meeting.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

(7) RECOMMENDATION

The Directors consider that (i) the proposed granting of general mandate to issue and repurchase Shares; (ii) the proposed re-election of retiring Directors; and (iii) the proposed Refreshment are in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

(8) GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix I (Explanatory Statement on the Repurchase Mandate) and Appendix II (Details of Directors proposed to be reelected at the Annual General Meeting) to this circular.

Yours faithfully,

By order of the Board

China Information Technology Development Limited Wong Kui Shing, Danny

Chairman and Chief Executive Officer

– 9 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is an explanatory statement required by the GEM Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.

1. REASONS FOR SHARE REPURCHASE

Although the Directors have no present intention of repurchasing any Shares, they believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and the Shareholders. Trading conditions on the Stock Exchange have sometimes been volatile in recent years. At any time in the future when Shares are trading at a discount to their underlying value, the ability of the Company to repurchase Shares will be beneficial to the Shareholders who retain their investment in the Company since their percentage interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company and thereby resulting in an increase in net assets and/or earnings per Share of the Company. Such repurchases will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 5,712,151,908 Shares.

Subject to the passing of the ordinary resolution numbered 7B, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 571,215,190 Shares on the basis that no further Shares will be issued or repurchased prior to the date of the Annual General Meeting.

3. FUNDING OF REPURCHASES

In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and Articles of Association and the applicable laws and regulations of the Cayman Islands. The Company may not purchase securities on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

– 10 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or which would result in the Company’s gearing levels increasing to a degree which in the opinion of the Directors from time to time would be inappropriate for the Company.

5. EFFECT OF THE TAKEOVERS CODE

If as a result of a share repurchase, a Shareholder’s proportionate interest in the voting capital of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a mandatory offer for Shares under Rule 26 of the Takeovers Code, according to Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, Discover Wide Investments Limited, a company incorporated in British Virgin Islands and is wholly owned by Mr. Wong Kui Shing, Danny, the executive Director of the Company, was interested in 388,131,449 Shares, representing approximately 6.79% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the shareholding of Discover Wide Investments Limited and its Associates in the Company would be increased to approximately 7.55% of the issued share capital of the Company and such increase would not give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to buy back the Shares to the extent it will trigger the obligations under the Takeovers Code for any Shareholder or group of Shareholders to make a mandatory offer. Saved as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any buy-back of Shares pursuant to the Repurchase Mandate.

6. GENERAL

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

The Company has not been notified by any connected persons (as defined in the GEM Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

– 11 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules and the laws of the Cayman Islands.

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the previous twelve months were as follows:

	Highest	Lowest
	HK$	HK$
2015
May	0.385	0.192
June	0.345	0.250
July	0.290	0.080
August	0.140	0.098
September	0.180	0.087
October	0.199	0.155
November	0.245	0.185
December	0.280	0.203
2016
January	0.232	0.157
February	0.225	0.167
March	0.212	0.185
April	0.190	0.170
May (up to the Latest Practicable Date)	0.198	0.171

8. REPURCHASES MADE BY THE COMPANY

The Company did not purchase any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

– 12 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Pursuant to the GEM Listing Rules, the details of the Directors who will retire at the Annual General Meeting according to the Articles of Association and will be proposed to be re-elected at the Annual General Meeting are provided below.

(1) MR. TSE CHI WAI, EXECUTIVE DIRECTOR

Experience

Mr. Tse Chi Wai, aged 48, was appointed an executive director on 15 August 2011. He is also the financial controller and company secretary of the Company. Mr. Tse graduated from the University of Hong Kong in 1989 with a bachelor degree in Social Science Studies. Mr. Tse is a fellow member of the Association of Chartered Certified Accountants and a member of the Hong Kong Institute of Certified Public Accountants. Mr. Tse has over twenty years of experience in auditing, accounting and finance gained from working with various international accounting firms and listed companies. Mr. Tse is also an executive director of Jih Sun Financial Holding Company Limited, the shares of which are listed on the Taiwan Stock Exchange and an independent non-executive director of Sunac China Holdings Limited (Stock Code: 1918), China Environmental Technology Holdings Limited (Stock Code: 646), Chun Sing Engineering Holdings Limited (Stock Code: 2277) and Great Water Holdings Limited (Stock Code: 8196), the shares of those companies are listed on the Stock Exchange. Mr. Tse joined the Group in May 2010.

Length of service

Pursuant to the service contract between Mr. Tse and the Company, Mr. Tse has no fixed length of service with the Company, but is subject to retirement by rotation and reelection at annual general meeting in accordance with the Articles of Association.

Relationships

Other than the relationship arising from his being an executive director, the financial controller, company secretary and an authorised representative, Mr. Tse is independent of any Directors, senior management, substantial Shareholders, management Shareholders or controlling Shareholders of the Company.

Interests in Shares

As at the Latest Practicable Date, according to the register maintained by the Company pursuant to section 352 of Part XV of the SFO, Mr. Tse had personal interest in 32,328,000 shares representing approximately 0.57% of the issued share capital of the Company.

– 13 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Director’s emoluments

Mr. Tse is entitled to receive an annual director’s fee of HK$120,000 from the Company, a monthly salary of HK$65,000 and a year-end payment equivalent to one month of his basic salary (pro rata adjusted for any period shorter than a year) and discretionary management performance bonus. His emoluments is determined from time to time by the Board with reference to his duties, responsibilities and market rate.

Directorships

Saved as disclosed above, Mr. Tse does not have any directorship in other listed company in the last three years.

Others

Save as disclosed above, the Board is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules in relation to Mr. Tse’s re-election.

(2) MR. TAKASHI TOGO, EXECUTIVE DIRECTOR

Experience

Mr. Takashi Togo, aged 52, holds a bachelor degree of Economics from Hitotsubashi University in Japan. Mr. Togo is currently a non-executive director of Sau San Tong Holdings Limited (Stock Code: 8200) He had served as an executive director and chief executive officer of Get Holdings Limited (Former Name: M Dream Inworld Limited) (Stock Code: 8100) since 31 May 2011 to 17 May 2012. He has over 11 years’ experience in foreign equities investment. He was the investment manager of several investment funds in Japan including Yasuda Trust & Banking Corporation Limited and Fuji Investment Management Company Limited. He also specializes in merger and acquisitions, his clients cover major reputable Japan corporations.

Mr. Togo has been serving as the chief executive officer of a consultancy firm in Japan since 2000. He is also currently participating in a few big property projects in Tokyo and Osaka. Mr. Togo joined the Group on 20 April 2015.

Length of service

Pursuant to the service contract between Mr. Togo and the Company, Mr. Togo has no fixed length of service with the Company, but is subject to retirement by rotation and reelection at annual general meeting in accordance with the Articles of Association.

– 14 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Relationships

Other than the relationship arising from his being an executive director, Mr. Togo is independent of any Directors, senior management, substantial Shareholders, management Shareholders or controlling Shareholders of the Company.

Interests in Shares

As at the Latest Practicable Date, according to the register maintained by the Company pursuant to section 352 of Part XV of the SFO, Mr. Togo had personal interest in 32,328,000 shares representing approximately 0.57% of the issued share capital of the Company.

Director’s emoluments

Mr. Togo is entitled to receive an annual director’s fee of HK$120,000 from the Company and an annual salary of HK$240,000. His emoluments is determined from time to time by the Board with reference to his duties, responsibilities and market rate.

Directorships

Saved as disclosed above, Mr. Togo does not have any directorship in other listed company in the last three years.

Others

Save as disclosed above, the Board is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules in relation to Mr. Togo’s re-election.

(3) DR. CHEN SHENGRONG, INDEPENDENT NON-EXECUTIVE DIRECTOR

Experience

Dr. Chen Shengrong, aged 33, obtained a master degree in Electronic Engineering Studies from the Ruhr-University Bochum of Germany in 2006 and a doctorate degree in Business Administration from the Pacific States University of the USA in 2011. She was an audit manager with Baker Tilly China Certified Public Accountants and had been the vice general manager of New Times Securities Company Limited in charge of risk control. Since August 2014, Dr. Chen serves as the vice president of finance of Skyslink New Energy Asset Management Limited. Dr. Chen has extensive experience in internal control of enterprises, risk control in investment businesses, project risk evaluation and assets restructuring management. Dr. Chen joined the Group on 30 January 2015.

– 15 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Length of service

Pursuant to the service contract between Dr. Chen and the Company, Dr. Chen has no fixed length of service with the Company, but is subject to retirement by rotation and reelection at annual general meeting in accordance with the Articles of Association.

Relationships

Other than the relationship arising from his being an independent non-executive director, Dr. Chen is independent of any Directors, senior management, substantial Shareholders, management Shareholders or controlling Shareholders of the Company.

Interests in Shares

As at the Latest Practicable Date, according to the register maintained by the Company pursuant to section 352 of Part XV of the SFO, Dr. Chen had personal interest in 2,016,000 shares representing approximately 0.04% of the issued share capital of the Company.

Director’s emoluments

Dr. Chen is entitled to receive an annual director’s fee of HK$120,000 from the Company. Her emoluments is determined from time to time by the Board with reference to his duties, responsibilities and market rate.

Directorships

Saved as disclosed above, Dr. Chen does not have any directorship in other listed company in the last three years.

Others

Save as disclosed above, the Board is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules in relation to Dr. Chen’s re-election.

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [69 x 67] intentionally omitted <==

==> picture [343 x 43] intentionally omitted <==

(incorporated in the Cayman Islands with limited liability) (Stock Code: 8178)

NOTICE IS HEREBY GIVEN that the 2016 Annual General Meeting of the Company will be held at Suite No. 5A, 9/F., Sino Plaza, 255-257 Gloucester Road, Hong Kong on Thursday, 30 June 2016 at 11:00 a.m. for the following purposes:

AS ORDINARY BUSINESS

1. To consider and adopt the audited consolidated financial statements and the reports of the directors (the “Directors”) and auditors of the Company for the year ended 31 December 2015;

2. To re-elect Mr. Tse Chi Wai as executive Director;

4. To re-elect Mr. Takashi Togo as executive Director;

5. To re-elect Dr. Chen Shengrong as independent non-executive Director;

7. To authorise the board of Directors to fix Directors’ remuneration;

8. To re-appoint ZHONGHUI ANDA CPA Limited as the Company’s auditor and to authorise the board of Directors to fix the auditor’s remuneration; and

AS SPECIAL BUSINESS

1. As special business, to consider and, if thought fit, pass the following resolutions with or without amendments as ordinary resolutions:

ORDINARY RESOLUTIONS

• A. “ THAT

• (a) subject to paragraph (c) of this Resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue and deal with additional shares in the capital of the Company or securities convertible into such shares or options, warrants, or similar rights to subscribe for any shares or convertible securities and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

– 17 –

NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate nominal value of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) of this Resolution), (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company, (iii) the exercise of any options granted under any option scheme or similar arrangement for the time being adopted for the grant or issue to eligible persons of options to subscribe for, or rights to acquire, shares of the Company or, (iv) any scrip dividend or similar arrangement providing for the allotment of shares in the capital of the Company in lieu of the whole or part of the cash payment for any dividend on shares of the Company pursuant to the Articles of Association of the Company from time to time, shall not in aggregate exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution and the said approval shall be limited accordingly; and

• (d) for the purpose of this Resolution:–

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:–

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable law of the Cayman Islands to be held; or

– 18 –

NOTICE OF ANNUAL GENERAL MEETING

  - (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in a general meeting; and “Rights Issue” means the allotment, issue or grant of shares in the capital of the Company pursuant to an offer of shares open for a period fixed by the Directors made to holders of shares of the Company or any class thereof whose names appear on the Register of Members of the Company on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions 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 or in any territory applicable to the Company).”

• B. “ THAT

• (a) subject to paragraph (b) of this Resolution, the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph (c) of this Resolution) of all the powers of the Company to repurchase its own issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchanges on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange or rules of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution and the said approval shall be limited accordingly; and

• (c) for the purpose of this Resolution:–

  • “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:–

  • (i) the conclusion of the next annual general meeting of the Company;

– 19 –

NOTICE OF ANNUAL GENERAL MEETING

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable law of the Cayman Islands to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in a general meeting.”

• C. “ THAT subject to the passing of the Ordinary Resolution Numbers 7A and 7B, the general mandate granted to the Directors to allot, issue and deal with additional securities pursuant to Resolution Number 7A be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares repurchased by the Company under the authority granted pursuant to Resolution Number 7B, provided that such amount of shares so repurchased shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing this Resolution.”

• D. “ THAT subject to and conditional upon the GEM Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the ordinary shares of the Company (the “ Shares ”) to be issued upon the exercise of share options under the share option scheme adopted by the Company on 2 August 2012 (the “ Share Option Scheme ”), the existing share option scheme mandate limit in respect of the granting of share options to subscribe for Shares under the Share Option Scheme be refreshed and renewed provided that the total number of Shares which may be allotted and issued pursuant to the grant or exercise of the share options under the Share Option Scheme (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme) shall not exceed 10% of the Shares in issue as at the date of passing this resolution and that the directors of the Company (the “ Director(s) ”) be and are hereby authorised, subject to compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market (the “ GEM ”) of the Stock Exchange, to grant share options under the Share Option Scheme up to the refreshed limit and to exercise all the powers of the Company to allot, issue and deal with the Shares pursuant to the exercise of such share options.”

By order of the Board

China Information Technology Development Limited

Tse Chi Wai

Executive Director and Company Secretary

Hong Kong, 30 May 2016

– 20 –

NOTICE OF ANNUAL GENERAL MEETING

Head office and principal place of business: Suite No. 5A, 9/F., Sino Plaza 255-257 Gloucester Road Hong Kong

As of the date of this notice, the Board comprises the following directors:

Executive Directors:

Mr. Wong Kui Shing, Danny (Chairman and Chief Executive Officer) Mr. Tse Chi Wai Ms. Wu Jingjing Mr. Takashi Togo Mr. Wong Chi Yung

Independent Non-executive Directors: Mr. Hung Hing Man Mr. May Tai Keung, Nicholas Dr. Chen Shengrong

This notice, for which the Directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange 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 notice 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 notice misleading.

This notice will be available on the Company’s website http://www.chinainfotech.com.hk and will remain on the “Latest Company Announcement” page on the GEM website at http://www. hkgem.com for at least 7 days from the date of its posting.

– 21 –