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China Information Technology Development Limited Proxy Solicitation & Information Statement 2017

Nov 8, 2017

51312_rns_2017-11-08_b7afba8e-a810-4dcd-9931-c2139dc86815.pdf

Proxy Solicitation & Information Statement

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(incorporated in the Cayman Islands with limited liability)

(Stock Code: 08178)

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 2802, 28/F., Prosperity Tower, 39 Queen’s Road Central, Hong Kong, on Thursday, 30 November 2017 at 11:00 a.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)the agreement dated 26 September 2017 (the “Agreement”) entered into betweenRosy Depot Limited, a company incorporated in the British Virgin Islands with limitedliability and a wholly-owned subsidiary of the Company (the “Vendor”) and DoubleLuck Limited, a company incorporated in the British Virgin Islands with limited liability(the “Purchaser”), pursuant to which the Vendor conditionally agreed to dispose of,and the Purchaser conditionally agreed to acquire 21 ordinary shares of US$1.00 eachin the issued share capital of Faithful Asia Group Limited (the “Disposal Company”),representing 21% of the existing issued share capital of the Disposal Company (the “SaleShares”) at a consideration of HK$43,050,000 and all the transactions contemplatedthereunder be and are hereby approved, confirmed and ratified; and
(b)any of the director of the Company (the “Director”) be and is hereby authorised to do allsuch further acts and things, negotiate, approve, agree, sign, initial, ratify and/or executesuch 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 incidentalto, ancillary to or in connection with the matters contemplated in the Agreement andthe transactions contemplated thereunder as he/she may in his/her absolute discretionconsider necessary, desirable or expedient to give effect to the Agreement and theimplementation of all transactions contemplated thereunder and to agree with suchvariation, amendment or waiver as, in the opinion of the Directors, in the interest of theCompany and its shareholders as a whole.

Dated this:

day of 2017 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 Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than Tuesday, 28 November 2017 at 11:00 a.m. (Hong Kong Time) (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.