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China Information Technology Development Limited — Capital/Financing Update 2016
Aug 12, 2016
51312_rns_2016-08-12_5d83c2c9-f903-41a9-98cf-45134ed37e28.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
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(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8178)
PROFIT GUARANTEE IN RESPECT OF THE ACQUISITION OF 40% INTEREST IN FAITHFUL ASIA GROUP LIMITED
Reference is made to the announcements (the “ Announcements ”) of China Information Technology Development Limited (the “ Company ”) dated 20 April 2015 and 6 May 2015 respectively in relation to the discloseable transaction about the acquisition of 40% interest in Faithful Asia Group Limited. Capitalised terms used in this announcement have the same meanings as defined in the Announcements, unless defined herein or the context requires otherwise.
Pursuant to the Acquisition Agreement, the Vendor unconditionally and irrevocably guarantees and undertakes to the Purchaser that the 2016 NPAT as shown in the 2016 Accounts of the Target Group shall not be less than HK$8,000,000.
In the event that the 2016 NPAT is less than HK$8,000,000, the Vendor undertakes to pay to the Purchaser, within 21 days after the delivery to the Purchaser of a copy of the 2016 Accounts pursuant to the Acquisition Agreement, an amount of the shortfall calculated as follows:–
Amount of shortfall = (HK$8,000,000 – 2016 NPAT) x 25 x 40%
The Vendor shall procure that the 2016 Accounts shall be prepared by the Target Group and audited by the Auditors and delivered to the Purchaser as soon as practicable and in any event not later than 3 months following the 2016 Accounts Date.
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Based on the information currently available to the Group and preliminary review of the unaudited consolidated financial information of the Target Group for the period from 1 May 2015 to 30 April 2016, the 2016 NPAT is approximately HK$9,883,000.
As the Target Group is still in the process of finalising the 2016 Accounts, the information contained in this announcement is only based on the information currently available and the preliminary assessment made by the Board and management of the Group, and is not based on any figures or information audited or reviewed by the auditor or the audit committee of the Company or of the Target Group. The Company will make further announcement as to the fulfillment of the Profit Guarantee as and when appropriate.
By order of the Board China Information Technology Development Limited Tse Chi Wai
Executive Director and Company Secretary
Hong Kong, 12 August 2016
As at the date of this announcement, the Board comprises Mr. Wong Kui Shing, Danny (Chairman and Chief Executive Officer), Mr. Tse Chi Wai, Ms. Wu Jingjing and Mr. Takashi Togo as executive Directors; Mr. Wong Chi Yung as non-executive Director; Mr. Hung Hing Man, Mr. May Tai Keung, Nicholas and Dr. Chen Shengrong as independent non-executive Directors.
This announcement, 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 (the “GEM”) 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 announcement 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 announcement misleading. This announcement 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.
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