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China Information Technology Development Limited Proxy Solicitation & Information Statement 2016

Feb 22, 2016

51312_rns_2016-02-22_79e2801c-25db-48f4-afe2-915422e097a2.pdf

Proxy Solicitation & Information Statement

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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 notice, 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 notice.

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(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8178)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of China Information Technology Development Limited (the “ Company ”) will be held at Suite No. 5A, 9/F., Sino Plaza, 255-257 Gloucester Road, Hong Kong on Thursday, 10 March 2016 at 3:00 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company:

ORDINARY RESOLUTION

THAT

  • (a) the conditional sale and purchase agreement dated 25 November 2015 (the “ Agreement ”) and entered into between Giant Prestige Investments Limited, a wholly owned subsidiary of the Company, as purchaser (the “ Purchaser ”) and Mr. Yan Wai Ping, Mr. Tang Chuen Pong and Mr. Zhang Rong as vendors (the “ Vendors ”), pursuant to which, among other things, the Vendors shall sell and the Purchaser shall acquire the entire issued share capital of, and the shareholders’ loan in, Joyunited Investments Limited at a consideration of Renminbi 178,000,000 (a copy of which has been produced to the Meeting marked “A” and initialed by the Chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

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  • (b) any of the director of the Company (the “ Director ”) be and is hereby authorised 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 Agreement and the transactions contemplated thereunder as he/she may in his/her absolute discretion consider necessary, desirable or expedient to give effect to the Agreement and the implementation of all transactions contemplated thereunder 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.”

By order of the Board China Information Technology Development Limited Tse Chi Wai

Executive Director and Company Secretary

Hong Kong, 23 February 2016

Registered office:

Registered office: Principal place of business in Hong Kong: Cricket Square Suite No. 5A, 9/F., Hutchins Drive Sino Plaza P.O. Box 2681 255-257 Gloucester Road Grand Cayman KY1-1111 Hong Kong Cayman Islands

Notes:

  1. Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, in the event of a poll, vote in his/her stead. A proxy needs not be a member of the Company.

  2. In order to be valid, the form of proxy must be duly lodged at the Company’s branch registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is duly signed or a certified copy of that power of attorney or authority, not less than 48 hours before the time for holding the meeting or any adjourned meeting.

  3. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the above meeting or any adjournment thereof, should he so wish, and in such event, the form of proxy shall be deemed to be revoked.

  4. As at the date of this notice, the Board comprises (i) five executive Directors, namely Mr. Wong Kui Shing, Danny, Mr. Tse Chi Wai, Ms. Wu Jingjing, Mr. Takashi Togo and Mr. Wong Chi Yung; and (ii) three independent non-executive Directors, namely Mr. Hung Hing Man, Mr. May Tai Keung, Nicholas and Dr. Chen Shengrong.

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This notice, 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 this announcement 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.

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