China Information Technology Development Limited — Proxy Solicitation & Information Statement 2016

Mar 17, 2016

==> picture [62 x 60] intentionally omitted <==

==> picture [309 x 39] intentionally omitted <==

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8178)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

I/We[1]

of

being the registered holder(s) of[2] Technology Development Limited (the “ Company ”) HEREBY APPOINT[3] of

Shares of HK$0.10 each of China Information

or failing him, the chairman of the meeting as my/our proxy, to attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting (or any adjournment thereof) of the Company to be held at Suite no. 5A, 9/F., Sino Plaza, 255-257 Gloucester Road, Hong Kong, on Thursday, 7 April 2016 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening such meeting and at such meeting (or any adjournment thereof) to vote for me/us in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indications is given, as my/our proxy thinks fit.

ORDINARY RESOLUTION	FOR4	AGAINST4
(a) to approve, confirm and ratify the conditional placing agreement (the “Placing Agreement”) entered into between the Company and Kingston Securities Limited as placing agent dated 8 December 2015 in relation to the placing of up to 1,830,792,000 new shares of the Company (the “Placing Shares”) at a price of HK$0.13 each on a best effort basis and all the transactions contemplated thereunder (including the allotment and issue of the Placing Shares pursuant thereto); (b) to specifically authorise the directors of the Company (the “Director”) to allot and issue the Placing Shares in accordance with the terms of the Placing Agreement; and (c) to authorised any of the Director to do all such further acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such further documents, instruments and agreements (whether under common seal or not) and to take all steps and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Placing Agreement and the transactions contemplated thereunder (including the allotment and issue of the Placing Shares pursuant thereto) as he/she may in his/her absolute discretion consider necessary, desirable or expedient to give effect to the Placing Agreement and the implementation of all transactions contemplated thereunder (including the allotment and issue of the Placing Shares pursuant thereto) and to agree with such variation, amendment or waiver as, in the opinion of the Directors, in the interest of the Company and its shareholders as a whole.

Dated this:

day of 2016 Signature[5] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of Shares of HK$0.10 each registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares of the Company registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. The proxy need not be a member of the Company but must attend the meeting in person to represent you. ANY ALTERNATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PUT A TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK IN THE BOX MARKED “AGAINST”. Failure to do so will entitled your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment to the resolutions referred to in the notice convening the meeting which has been properly put to the meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be signed under the hand of an officer duly authorised on that behalf together with a company chop.

6. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members.

7. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority must be deposited at Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or the adjourned meeting (as the case may be).

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.