China Information Technology Development Limited — Capital/Financing Update 2020

Dec 10, 2020

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)

PROPOSED CAPITAL REORGANISATION AND PROPOSED CHANGE IN BOARD LOT SIZE

Financial Adviser to the Company

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INCU Corporate Finance Limited

PROPOSED CAPITAL REORGANISATION

The Board proposes to implement the Capital Reorganisation which will involve the Share Consolidation, the Capital Reduction and the Share Sub-division, details of which are as follows:

(1) Share Consolidation

Every twenty four (24) issued and unissued Existing Shares of par value of HK$0.10 each in the share capital of the Company will be consolidated into one (1) Consolidated Share of par value of HK$2.40 each in the share capital of the Company and the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation will be rounded down to a whole number by cancelling any fraction in the issued share capital of the Company arising from the Share Consolidation.

(2) Capital Reduction

The Capital Reduction will be implemented upon the Share Consolidation becoming effective, pursuant to which the par value of each of the then issued Consolidated Shares will be reduced from HK$2.40 to HK$0.01 by cancelling the paid-up capital of the Company to the extent of HK$2.39 on each of the then issued Consolidated Shares.

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(3) Share Sub-division

Immediately following the Capital Reduction, each of the authorised but unissued Consolidated Shares of par value of HK$2.40 each will be sub-divided into two hundred and forty (240) New Shares of par value of HK$0.01 each.

Based on the 5,744,191,908 Existing Shares in issue as at the date of this announcement, a credit of approximately HK$572,025,777.51 will arise as a result of the Capital Reduction. It is proposed that the total credit arising from the Capital Reduction will be applied towards setting off the accumulated losses of the Company upon the Capital Reduction becoming effective.

PROPOSED CHANGE IN BOARD LOT SIZE

The Board proposes to change the board lot size for trading in Shares on the Stock Exchange from 24,000 Existing Shares to 10,000 Consolidated Shares conditional upon the Share Consolidation becoming effective.

Upon the Capital Reduction and Share Sub-division becoming effective, the board lot size for trading in Shares will remain at 10,000 New Shares.

GENERAL

An EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Capital Reorganisation. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholders are required to abstain from voting on the resolution to be proposed at the EGM. A circular containing, among other matters, details of the Capital Reorganisation and a notice convening the EGM will be despatched to the Shareholders on or before Wednesday, 23 December 2020.

Shareholders and potential investors of the Company should note that the Capital Reorganisation is conditional upon the satisfaction of the conditions set out in the paragraph headed “Conditions of the Capital Reorganisation”. Accordingly, the Capital Reorganisation may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Existing Shares, and if they are in any doubt, they should consult their professional advisers.

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PROPOSED CAPITAL REORGANISATION

The Board proposes to implement the Capital Reorganisation which will involve the Share Consolidation, the Capital Reduction and the Share Sub-division, details of which are as follows:

(1) Share Consolidation

Every twenty four (24) issued and unissued Existing Shares of par value of HK$0.10 each in the share capital of the Company will be consolidated into one (1) Consolidated Share of par value of HK$2.40 each in the share capital of the Company and the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation will be rounded down to a whole number by cancelling any fraction in the issued share capital of the Company arising from the Share Consolidation.

(2) Capital Reduction

The Capital Reduction will be implemented upon the Share Consolidation becoming effective, pursuant to which the par value of each of the then issued Consolidated Shares will be reduced from HK$2.40 to HK$0.01 by cancelling the paid-up capital of the Company to the extent of HK$2.39 on each of the then issued Consolidated Shares.

(3) Share Sub-division

Immediately following the Capital Reduction, each of the authorised but unissued Consolidated Shares of par value of HK$2.40 each will be sub-divided into two hundred and forty (240) New Shares of par value of HK$0.01 each.

Effects of the Capital Reorganisation

As at the date of this announcement, the authorised share capital of the Company is HK$1,200,000,000 divided into 12,000,000,000 Existing Shares of par value of HK$0.10 each of which 5,744,191,908 Existing Shares have been issued and are fully paid or credited as fully paid. Assuming there will be no change in the issued share capital of the Company from the date of this announcement until the effective date of the Capital Reorganisation, the authorised share capital of the Company will be HK$1,200,000,000 divided into 120,000,000,000 New Shares of par value of HK$0.01 each, of which 239,341,329 New Shares will be in issue and the issued share capital of the Company will be HK$2,393,413.29 upon the Capital Reorganisation becoming effective.

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Based on the 5,744,191,908 Existing Shares in issue as at the date of this announcement, a credit of approximately HK$572,025,777.51 will arise as a result of the Capital Reduction. It is proposed that the total credit arising from the Capital Reduction will be applied towards setting off the accumulated losses of the Company upon the Capital Reduction becoming effective. Any excess of such credit will be transferred to the distributable reserve account of the Company which will be utilised by the Company in any manner as the Board may deem fit and permitted under all applicable laws and the memorandum and articles of association of the Company.

Shareholders and potential investors of the Company should note that the credit arising in the books from the Capital Reorganisation will be subject to change depending on the number of the Existing Shares in issue immediately prior to the Capital Reorganisation becoming effective.

Assuming no further Existing Shares will be issued or repurchased from the date of this announcement up to the effective date of the Capital Reorganisation, the effect of the Capital Reorganisation on the share capital structure of the Company is summarised as follows:

	As of	Immediately
	the date of this	after the Capital
	announcement	Reorganisation
Par value	HK$0.10 per	HK$0.01 per
	Existing Share	New Share
Amount of authorised share capital	HK$1,200,000,000	HK$1,200,000,000
Number of authorised shares	12,000,000,000	120,000,000,000
	Existing Shares	New Shares
Number of issued shares	5,744,191,908	239,341,329
	Existing Shares	New Shares
Amount of the issued share capital	HK$574,419,190.80	HK$2,393,413.29

All New Shares in issue immediately following the Capital Reorganisation becoming effective will rank pari passu in all respects with each other and the Capital Reorganisation will not result in any change in the relative rights of the Shareholders.

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Other than the relevant expenses, including but not limited to professional fees and printing charges to be incurred, the implementation of the Capital Reorganisation will have no material effect on the consolidated net asset value of the Group, nor will they alter the underlying assets, business, operations, management or financial position of the Company or the proportionate interests of the Shareholders, save for any fractional New Shares to which Shareholders may be entitled. The Directors are of the view that the Capital Reorganisation will not have any material adverse effect on the financial position of the Group and are in the interest of the Company and the Shareholders as a whole.

Fractional entitlement to New Shares

Any fractional Shares arising from the Share Consolidation will not be allocated to the Shareholders. Any fractional entitlement to the Consolidated Shares will be aggregated, sold and retained for the benefit of the Company.

Conditions of the Capital Reorganisation

The Share Consolidation is conditional upon:

• i. the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM;

• ii. the GEM Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective; and

• iii. the compliance with the relevant procedures and requirements under the applicable laws of Cayman Islands and the GEM Listing Rules to effect the Share Consolidation.

The Share Consolidation will become effective on the second Business Day immediately following the fulfilment of the above conditions.

The Capital Reduction and the Share Sub-division are conditional upon:

• i. the Share Consolidation becoming effective;

• ii. the passing of a special resolution by the Shareholders to approve the Capital Reduction and the Share Sub-division at the EGM;

• iii. the GEM Listing Committee of the Stock Exchange granting the listing of, and the permission to deal in, the New Shares arising from the Capital Reduction and the Share Sub-division;

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• iv. the Court granting an order confirming the Capital Reduction;

• v. compliance with any conditions which the Court may impose in relation to the Capital Reduction;

• vi. registration by the Registrar of Companies in the Cayman Islands of a copy of the order of the Court confirming the Capital Reduction and the minute approved by the Court containing the particulars required under the Companies Law with respect to the Capital Reduction; and

• vii. the compliance with the relevant procedures and requirements under the applicable laws of Cayman Islands and the GEM Listing Rules to effect the Capital Reduction and the Share Sub-division.

The Capital Reduction and the Share Sub-division will become effective when the conditions mentioned above are fulfilled. Upon the approval by the Shareholders of the Capital Reorganisation at the EGM, the legal advisers to the Company (as to Cayman Islands Law) will apply to the Court for hearing date(s) to confirm the Capital Reduction and further announcement(s) will be made by the Company as soon as practicable after the Court hearing date(s) is confirmed.

Listing and dealings

An application will be made by the Company to the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares and the New Shares arising from the Capital Reorganisation.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares and the New Shares on the Stock Exchange, the Consolidated Shares and the New Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealing in the Consolidated Shares and the New Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares and the New Shares to be admitted into CCASS established and operated by HKSCC.

None of the share capital or debt securities of the Company is listed or dealt in on any other stock exchange other than the Stock Exchange and no such listing or permission to deal is being or is proposed to be sought.

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PROPOSED CHANGE IN BOARD LOT SIZE

As at the date of this announcement, the Existing Shares are traded on the Stock Exchange in a board lot size of 24,000 Existing Shares. The Board proposes to change the board lot size for trading in Shares on the Stock Exchange from 24,000 Existing Shares to 10,000 Consolidated Shares conditional upon the Share Consolidation becoming effective.

Based on the latest closing price of HK$0.027 per Existing Share (equivalent to the theoretical closing price of HK$0.648 per Consolidated Share) as at 9 December 2020, the value of each existing board lot of the Existing Shares is HK$648 and the theoretical market value of each new board lot of the Consolidated Shares, assuming the Share Consolidation had become effective, would be HK$6,480.

Upon the Capital Reduction and Share Sub-division becoming effective, the board lot size for trading in Shares will remain at 10,000 New Shares.

REASONS FOR THE CAPITAL REORGANISATION AND CHANGE IN BOARD LOT SIZE

Pursuant to Rule 17.76 of GEM Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. The “Guide on Trading Arrangements for Selected Types of Corporate Actions” issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and last updated on 30 August 2019 has stated that (i) market price of the shares at a level less than HK$0.1 will be considered as trading at extremity as referred to under Rule 17.76 of the GEM Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected board lot value should be greater than HK$2,000.

Taking into account of the latest closing price of HK$0.027 per Existing Share as at 9 December 2020, the Capital Reorganisation and Change in Board Lot Size would enable the Company to comply with the trading requirements under the GEM Listing Rules.

The Share Consolidation will reduce the total number of Existing Shares currently in issue and is expected to bring about a corresponding upward adjustment to the trading price per Share on the Stock Exchange, and hence the transaction costs as a proportion of the market value of each board lot will be lower.

Further, under the Companies Law, the Company is restricted in its ability to issue Shares at a price lower than their par value. The Capital Reduction will reduce the par value of the Consolidated Shares, which will provide the Company with greater flexibility to accommodate the issue of New Shares in the future when necessary.

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The Capital Reorganisation and the Change in Board Lot Size will help maintain the transaction amount for each board lot at a reasonable level and attract more investors, provide flexibility for equity fund raising of the Company in the future and eliminate a substantial amount of the Company’s accumulated losses, hence, allowing greater flexibility for the Company to pay dividends in the future. Accordingly, the Directors consider that the Capital Reorganisation and Change in Board Lot Size are in the interests of the Company and the Shareholders as a whole.

As at the date of this announcement, the Company has no intention to carry out other corporate actions in the next 12 months which may affect the trading in the Shares, and the Company does not have any concrete plan to conduct any fund-raising activities in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund-raising opportunities arise in order to support future development of the Group. The Company will make further announcement in this regard in accordance with the GEM Listing Rules as and when appropriate.

OTHER ARRANGEMENTS

Exchange of share certificates

Subject to the Share Consolidation becoming effective, Shareholders may, on or after Tuesday, 19 January 2021 until Friday, 26 February 2021 (both days inclusive), submit share certificates for the Existing Shares (in blue colour) to the Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong at the expense of the Company, for new share certificates for the Consolidated Shares (in yellow colour) (on the basis of twenty four (24) Existing Shares for one (1) Consolidated Share). Thereafter, certificates of Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 each (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the Consolidated Shares, whichever the number of certificates cancelled/issued is higher. After 4:10 p.m. on Wednesday, 24 February 2021, existing share certificates for the Existing Shares will only remain effective as documents of title and may be exchanged for certificates for Consolidated Shares at any time but will not be accepted for delivery, trading and settlement purposes.

As the Court hearing dates have yet to be fixed, the effective date of the Capital Reduction and the Share Sub-division is not ascertainable at present. Should the Capital Reduction and the Share Sub-division become effective, Shareholders may submit share certificates for the Consolidated Shares (in yellow colour) to the Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong to exchange for new share certificates for the New Shares (in pink colour)

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at the expense of the Company within the relevant free exchange period from the effective date of the Capital Reduction and the Share Sub-division. Details of such free exchange of share certificates will be announced as soon as practicable.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots of Consolidated Shares, the Company will appoint an agent to provide matching services on a best-efforts basis regarding the sale and purchase of odd lots of the Consolidated Shares from Tuesday, 2 February 2021 to Wednesday, 24 February 2021 (both days inclusive). Shareholders should note that matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Any Shareholder who is in any doubt about the odd lots arrangement is recommended to consult his/her/its own professional advisers. Further details in respect of the odd lots trading arrangement will be set out in the circular to be despatched to the Shareholders.

EXPECTED TIMETABLE

The expected timetable for the implementation of the Capital Reorganisation is set out below:

Event(s)	Time and date
Expected date of despatch of the circular,	on or before
proxy form and the notice of the EGM	Wednesday, 23 December 2020
Latest date and time for lodging transfer documents	4:30 pm on
in order to qualify for attendance and voting at the	Monday, 11 January 2021
EGM
Closure of register of members for determining the	Tuesday, 12 January 2021 to
entitlement to attend and vote at the EGM for the	Friday, 15 January 2021
Capital Reorganisation (both dates inclusive)
Latest date and time for lodging forms	11:00am on
of proxy for the EGM	Wednesday, 13 January 2021
Expected date and time of the EGM	11:00am on
	Friday, 15 January 2021
Announcement of poll results of the EGM	Friday, 15 January 2021
for the Capital Reorganisation

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The following events are conditional on the fulfilment of the conditions for the implementation of the Share Consolidation:

Effective date of the Share Consolidation Tuesday, 19 January 2021 First day for free exchange of existing share Tuesday, 19 January 2021 certificates for share certificates of the Consolidated Shares Dealings in the Consolidated Shares commence 9:00 am on Tuesday, 19 January 2021 Original counter for trading in the Existing Shares in 9:00 am on board lots of 24,000 Existing Shares (in the form Tuesday, 19 January 2021 of Existing Share certificates) temporarily closes Temporary counter for trading in the Consolidated 9:00 am on Shares in board lots of 1,000 Consolidated Shares Tuesday, 19 January 2021 (in the form of existing share certificates) opens Original counter for trading in the Consolidated 9:00 am on Shares in board lots of 10,000 Consolidated Shares Tuesday, 2 February 2021 (in the form of new share certificates) re-opens Parallel trading in the Existing Shares and the 9:00 am on Consolidated Shares (in the form of new share Tuesday, 2 February 2021 certificates in board lots of 10,000 Consolidated Shares and existing share certificates in board lots of 1,000 Consolidated Shares) commences Designated broker starts to stand in the market to 9:00 am on provide matching services for odd lots of the Tuesday, 2 February 2021 Consolidated Shares Temporary counter for trading in the Consolidated 4:10 pm on Shares in board lots of 1,000 Consolidated Shares Wednesday, 24 February 2021

Temporary counter for trading in the Consolidated Shares in board lots of 1,000 Consolidated Shares (in the form of existing share certificates) closes

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4:10 pm on Wednesday, 24 February 2021

Parallel trading in the Existing Shares and Consolidated Shares (in the form of new share certificates in board lots of 10,000 Consolidated Shares and existing share certificates in board lots of 1,000 Consolidated Shares) ends

Designated broker ceases to stand in the market 4:10 pm on to provide matching services for odd lots of the Wednesday, 24 February 2021 Consolidated Shares

Last day for free exchange of existing share Friday, 26 February 2021 certificates for the share certificates of the Consolidated Shares

The following events are conditional on the fulfilment of the conditions for the implementation of the Capital Reduction and Share Sub-division:

Expected effective date of the Capital Reduction before 9:00 a.m. on and the Share Sub-division Monday, 29 March 2021 Commencement of dealings in the New Shares 9:00 a.m. on Monday, 29 March 2021

All times and dates specified in this announcement refer to the Hong Kong times and dates. This timetable is indicative only and any subsequent changes to the expected timetable will be announced by the Company as and when appropriate.

GENERAL

The EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Capital Reorganisation. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholders are required to abstain from voting on the resolution to be proposed at the EGM. A circular containing, among other things, details of the Capital Reorganisation and a notice convening the EGM will be despatched to the Shareholders on or before Wednesday, 23 December 2020.

Shareholders and potential investors of the Company should note that the Capital Reorganisation is conditional upon the satisfaction of the conditions set out in the paragraph headed “Conditions of the Capital Reorganisation”. Accordingly, the Capital Reorganisation may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Existing Shares, and if they are in any doubt, they should consult their professional advisers.

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DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

“Board”

the board of Directors

• “Business Day(s)”

day(s) (excluding Saturdays, Sundays and public holidays) on which banks are open for business in Hong Kong

• “Capital Reduction”

the proposed reduction of the par value of each of the then issued Consolidated Shares from HK$2.40 to HK$0.01 by cancelling the paid-up capital to the extent of HK$2.39 on each of the then issued Consolidated Shares

• “Capital Reorganisation”

• the proposed reorganisation of the share capital of the Company involving the Share Consolidation, the Capital Reduction and the Share Sub-division

• “CCASS”

• Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system

• “CCASS Operational Procedures”

• the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as from time to time

• “Change in Board Lot Size”

• the proposed change in board lot size for trading in the Shares on the Stock Exchange from 24,000 Existing Shares to 10,000 Consolidated Shares upon the Share Consolidation becoming effective

• “Companies Law”

• the Companies Law, Cap. 22 (Law 3 of 1961), of the Cayman Islands as consolidated and revised

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“Company” China Information Technology Development Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the GEM (stock code: 8178) “Consolidated Share(s)” the ordinary share(s) of par value of HK$2.40 each in the share capital of the Company immediately after the Share Consolidation but before the Capital Reduction and the Share Sub-division becoming effective “Court” the Grand Court of the Cayman Islands “Director(s)” director(s) of the Company “EGM” the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving the Capital Reorganisation “Existing Share(s)” the ordinary share(s) of par value of HK$0.10 each in the share capital of the Company prior to the Capital Reorganisation becoming effective “GEM” the GEM of the Stock Exchange “GEM Listing Committee” the GEM listing sub-committee of the board of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “General Rules of CCASS” the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures “Group” the Company and its subsidiaries “HKSCC” Hong Kong Securities Clearing Company Limited

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“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

• “New Share(s)”

• the ordinary share(s) of par value of HK$0.01 each in the share capital of the Company immediately upon the Capital Reorganisation becoming effective

• “Registrar”

• the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong

• “Share(s)”

• the Existing Share(s), the Consolidated Share(s) and/or the New Share(s), as the case may be

• “Share Consolidation”

• the proposed consolidation of every twenty four (24) issued and unissued Existing Shares of par value of HK$0.10 each in the share capital of the Company into one (1) Consolidated Share of par value of HK$2.40 each and the cancellation of any fraction in the issued share capital of the Company arising as a result of the Share Consolidation (if applicable)

• “Share Sub-division”

• the proposed sub-division of each of the authorised but unissued Consolidated Share of par value of HK$2.40 each into two hundred and forty (240) New Shares of par value of HK$0.01 each

• “Shareholder(s)” holder(s) of the issued Share(s)

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

By Order of the Board China Information Technology Development Limited Wong King Shiu, Daniel

Chairman and Chief Executive Officer

Hong Kong, 10 December 2020

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As at the date of this announcement, the Board comprises Mr. Wong King Shiu, Daniel (Chairman and Chief Executive Officer), Mr. Wong Kui Shing, Danny and Mr. Chan Kai Leung as executive Directors; Mr. Hung Hing Man, Mr. Wong Hoi Kuen and Dr. Chen Shengrong as independent non-executive Directors.

This announcement, 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 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 in this announcement misleading.

This announcement will be available on the Company’s website http://www.citd.com.hk and will remain on the “Latest Listed 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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