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China Information Technology Development Limited Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisor.
If you have sold or transferred all your shares in China Information Technology Development Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
中國信息科技發展有限公司
CHINA INFORMATION TECHNOLOGY DEVELOPMENT LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 08178)
(1) PROPOSED GRANT OF GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS AND CONTINUOUS
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE
DIRECTOR WHO HAS SERVED FOR MORE THAN NINE YEARS;
(3) PROPOSED RE-APPOINTMENT OF AUDITORS;
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of the Company to be held at Unit 3308, 33/F., Millennium City 6, 392 Kwun Tong Road, Kwun Tong, Hong Kong on Thursday, 18 June 2026 at 11:00 a.m. is set out on pages 20 to 24 of this circular. A form of proxy for use at the annual general meeting of the Company is enclosed with this circular. Such form of proxy is also published on the Stock Exchange website at www.hkexnews.hk and the Company website at www.citd.com.hk.
Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event by no less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.
No refreshment and corporate gifts will be provided in AGM.
15 May 2026
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a high investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.
— i —
CONTENTS
Page
Characteristics of GEM ... i
Definitions ... 1
Letter from the Board
Introduction ... 3
Issuance Mandate and Repurchase Mandate ... 4
Re-Election of Retiring Directors and Continuous
Appointment of Independent Non-Executive Director
who has served for more than nine years. ... 5
Proposed Re-Appointment of Auditors ... 7
AGM ... 8
Responsibility Statement ... 9
Recommendation ... 10
General ... 10
Appendix I — Explanatory Statement. ... 11
Appendix II — Details of Directors proposed to be re-elected and
re-appointed at the AGM. ... 14
Notice of AGM. ... 20
— ii —
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM" or "Annual General Meeting" the annual general meeting of the Company to be convened and held on Thursday, 18 June 2026 at 11:00 a.m.
"Articles" the articles of association of the Company, as amended from time to time
"Board" the board of Directors
"Close Associate(s)" has the meaning ascribed to this term under the GEM Listing Rules
"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
"Controlling Shareholder" has the meaning ascribed to it under GEM Listing Rules
"Core Connected Person(s)" has the same meaning ascribed to it under the GEM Listing Rules
"Directors" the directors of the Company
"GEM" the GEM operated by the Stock Exchange
"GEM Listing Rules" Rules Governing the Listing of Securities on the GEM
"Group" the Company and all of its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Issuance Mandate" the issuance mandate proposed to be granted to the Directors at the AGM to issue further new Shares not exceeding 20% of the number of the issued Shares (excluding Treasury Shares) as at the date of granting of the General Mandate
"Latest Practicable Date" 7 May 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
"Options" the options granted under the 2012 Share Option Scheme or 2023 Share Option Scheme to subscribe for Shares in accordance with the Share Option Scheme
"2012 Share Option Scheme" the share option scheme adopted by the Company pursuant to the approval by an ordinary resolution passed by Shareholders on 2 August 2012
— 1 —
DEFINITIONS
| “2023 Share Option Scheme” | the share option scheme adopted by the Company pursuant to the approval by an ordinary resolution passed by the Shareholders on 15 May 2023 |
|---|---|
| “PRC” | the People’s Republic of China (for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region and Taiwan) |
| “Repurchase Mandate” | the repurchase mandate proposed to be granted to the Directors at the AGM to repurchase up to 10% of the number of issued Shares (excluding Treasury Shares) as at the date of granting of the Repurchase Mandate |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| “Share(s)” | ordinary share(s) of HK$0.1 each in the share capital of the Company |
| “Shareholder(s)” | holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | the Hong Kong Code on Takeovers and Mergers and Share Buy-backs |
| “Treasury Shares” | has the meaning ascribed to it under the GEM Listing Rules |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “%” | per cent. |
— 2 —
LETTER FROM THE BOARD
中國信息科技發展有限公司
CHINA INFORMATION TECHNOLOGY DEVELOPMENT LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 08178)
Executive Directors:
Mr. Wong King Shiu, Daniel
(Chairman and Chief Executive Officer)
Mr. Chu Joshua Allen Kiu Wah
Mr. So Han Meng Julian
Non-Executive Directors:
Mr. Li Sai Wing, MH, JP
Ms. Leung Kar Ming, MH
Independent Non-Executive Directors:
Mr. Wong Hoi Kuen
Mr. Chu Wun Chiu
Ms. Do Do Chan
Head Office and Principal place of
business in Hong Kong:
Unit 3308, 33/F.
Millennium City 6
392 Kwun Tong Road
Kwun Tong
Hong Kong
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
15 May 2026
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GRANT OF GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS AND CONTINUOUS
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE
DIRECTOR WHO HAS SERVED FOR MORE THAN NINE YEARS;
(3) PROPOSED RE-APPOINTMENT OF AUDITORS;
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
At the forthcoming AGM, resolutions will be proposed to seek the Shareholders' approval for, among other things, (i) the granting of the Issuance Mandate (including the extended Issuance Mandate) and the Repurchase Mandate to the Directors; (ii) the re-election of retiring Directors and continuous appointment of independent non-executive Director who has served for more than nine years and (iii) proposed re-appointment of auditors.
LETTER FROM THE BOARD
The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM for the proposed grant of the Issuance Mandate (including the extended Issuance Mandate) and the Repurchase Mandate, the proposed re-election of retiring Directors and appointment of independent non-executive Director who has served for more than nine years; proposed re-appointment of auditors and the notice of the AGM.
ISSUANCE MANDATE AND REPURCHASE MANDATE
At the AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the Issuance Mandate (including the extended Issuance Mandate) and the Repurchase Mandate.
Issuance Mandate
At the AGM, an ordinary resolution will be proposed such that the Directors be given an unconditional general mandate (i.e. the Issuance Mandate) to allot, issue and deal with unissued Shares or underlying shares of the Company (other than by way of rights or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Articles) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate amount of up to 20% of the number of the issued Shares (excluding treasury shares, if any) as at the date of granting of the Issuance Mandate, provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be issued pursuant to the relevant resolution as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly.
In addition, a separate ordinary resolution will further be proposed for extending the Issuance Mandate authorising the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.
As at the Latest Practicable Date, the Company has an aggregate of 114,739,700 Shares in issue. Subject to the passing of the resolutions for the approval of the Issuance Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, and the Company does not have any Treasury Shares, the Company would be allowed under the Issuance Mandate to allot, issue and deal with and/or resell the Treasury Shares of a maximum of 22,947,940 Shares.
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LETTER FROM THE BOARD
Repurchase Mandate
At the AGM, an ordinary resolution will also be proposed such that the Directors be given an unconditional general mandate to repurchase Shares (i.e. the Repurchase Mandate) on the Stock Exchange of an aggregate amount of up to 10% of the number of the issued Shares (excluding any Treasury Shares, if any) as at the date of granting of the Repurchase Mandate, provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be repurchased pursuant to the relevant resolution as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly.
Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 11,473,970 Shares.
The Company has no plan to repurchase Shares under the Repurchase Mandate (if so approved by the shareholders at the AGM) at the Last Practicable Date.
The Issuance Mandate and the Repurchase Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; or (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the applicable laws of the Cayman Islands to be held; or (c) revocation or variation by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.
An explanatory statement in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.
RE-ELECTION OF RETIRING DIRECTORS AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED FOR MORE THAN NINE YEARS
In accordance with articles 87(1) and 87(2) of the Articles, at each annual general meeting one-third of the Directors shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. A retiring Director shall be eligible for re-election and shall retain office until the close of the meeting at which he or she retires. Any Directors so to retire shall be those subject to retirement by rotation who have been longest in office since their last re-election or appointment.
Mr. Wong King Shiu, Daniel ("Mr. Daniel Wong") and Mr. So Han Meng Julian ("Mr. So"), both executive Directors of the Company and Ms. Leung Kar Ming, MH ("Ms. Leung"), a non-executive Director of the Company, shall retire from their office by rotation at the AGM. A retiring Director shall be eligible for re-election and shall retain office until the close of the meeting at which he/she retires.
LETTER FROM THE BOARD
In accordance to Articles 86(3) of the Articles of Association, the Directors appointed during the Year will hold office until the forthcoming annual general meeting of the Company and shall be eligible for re-election.
In accordance with article 86(3) of the Articles, Ms. Do Do Chan (“Ms. Chan”) was appointed during the year 2025, will retire from office at AGM.
As Mr. Wong Hoi Kuen (“Mr. Edmund Wong”), has been appointed as non-executive Director since 16 August 2017, has served the Company for more than 9 years. His further appointment shall be subject to a separate resolution to be approved by Shareholders in accordance with code provision B.2.3 of the Corporate Governance Code as set out in Appendix C1 to GEM Listing Rules. The code provision B.2.3 of the Corporate Governance Code further provides that, if an independent non-executive Director serves an issuer for more than nine years, the papers to shareholders accompanying that resolution i.e. this circular should state why the Board (or the nomination committee (“Nomination Committee”)) believes that the director is still independent and should be re-elected, including the factors considered, the process and the discussion of the board (or the Nomination Committee) in arriving at such determination.
The Nomination Committee, having reviewed the Board’s composition, and noted that, pursuant to the aforementioned provisions of the Articles of Association and the GEM Listing Rules, and the prevailing nomination policy of the Company (the “Nomination Policy”), Mr. Daniel Wong, Mr. Julian So, Ms. Leung, Mr. Edmund Wong and Ms. Chan are eligible for nomination and nominated them to the Shareholders for re-election at the AGM.
The nomination was made in accordance with the Nomination Policy and took into account the diversity aspects (including without limitation, gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service), with due regard for the benefits of diversity, as set out under the board diversity policy of the Company. The Nomination Committee also took into account the extensive knowledge and experience of the retiring Directors, the profiles of which are set out in Appendix II to this circular, and their contributions to the Board.
Each of Mr. Edmund Wong and Ms. Chan has confirmed to the Company that: (1) he/she complies with the independence requirements in relation to each of the factors set out in Rules 5.09 (1) to (8) of the GEM Listing Rules; (2) he/she has no past or present financial and other interests in the business of the Company and its subsidiaries and is not connected with any core connected person of the Company (as defined in the GEM Listing Rules); and (3) there are no other factors that may affect his/her independence as an independent non-executive Director.
— 6 —
LETTER FROM THE BOARD
Given their education background, in-depth and diversified experience and practice, in particular of Mr. Edmund Wong in accounting and compliance and Ms. Chan in legal and compliance, which allow them to continue to provide valuable and relevant insights and contribute to the diversity of the Board. Mr. Edmund Wong and Ms. Chan gave impartial views and comments during the meetings of the Board and Board committees and were not involved in the daily management of the Group nor in any relationship or circumstances which would materially interfere with their exercise of independent judgment. In addition, they have actively attended the meetings of the Board and the Board committees held in the past years and the current financial year. As such, the Board believes that they can commit sufficient time to fulfil their duties as an independent non-executive Director of the Company. Mr. Edmund Wong and Ms. Chan also have extensive experience in their respective fields, and bring different skills, knowledge and experience to the Board as well as the Board committees they currently serve. The Board and the Nomination Committee believe that they have the necessary characters, integrity and experience, and that they will continue to contribute to the diversity of the Board and effectively perform their duties as independent non-executive Directors.
Meanwhile, taking into consideration of the independent work of Mr. Edmund Wong in previous years, the Board and the Nomination Committee are also satisfied that Mr. Edmund Wong, having served on the Board for more than 9 years, remain to be independent under the GEM Listing Rules and his character, integrity, ability and experience will continue to effectively fulfill his role as independent non-executive Director. The Board and the Nomination Committee believe that Mr. Edmund Wong's continued tenure does not compromise his independence but will ensure stability of the Board and his opinions are of great significance to the corporate governance of the Group. The Board considered matters relating to the appointment of Mr. Edmund Wong at the AGM and the recommendation of the Nomination Committee. It was resolved that Mr. Edmund Wong were still independent in accordance with the independence guidelines as set out in the GEM Listing Rules and he would continue to bring valuable business experience, knowledge, professionalism and diversity to the Board for its efficient and effective functioning.
The Nomination Committee proposed the re-appointments of Mr. Daniel Wong and Mr. Julian So, as the executive Directors, Ms. Leung, as non-executive Director and Mr. Edmund Wong and Ms. Chan as independent non-executive Directors to the Board and the Board has made recommendations to the Shareholders for their re-elections at the AGM. Mr. Edmund Wong and Ms. Chan who are members of the Nomination Committee, abstained from voting at the committee meeting when their own nominations were being considered. Each of Mr. Daniel Wong, Mr. Julian So, Ms. Leung, Ms. Chan and Mr. Edmund Wong abstained from the discussion and voting at the Board meeting regarding their nominations for re-election. Each of them has indicated their willingness to offer themselves for re-election/ re-appointment at the AGM.
Brief biographical details of the retiring Directors who are proposed to be re-elected/re-appointed at the AGM are set out in Appendix II to this circular.
PROPOSED RE-APPOINTMENT OF AUDITORS
The Board (which agreed with the view of the Audit Committee) recommended that, subject to the approval of the Shareholders at the AGM, Prism Hong Kong Limited ("Prism") be re-appointed as the auditors of the Company for the financial year ending 2026.
— 7 —
LETTER FROM THE BOARD
The estimated annual audit fee payable to Prism for the year 2026 is expected to be in the range of approximately HK$800,000 to HK$850,000 (exclusive of out-of-pocket expenses), which is determined after due consideration and arm’s length negotiations between the Company and Prism, taking into account, among other things, the size and complexity of the Group’s business operations, the expected scope of the audit, the audit timetable, the level and mix of professional staff to be deployed, the anticipated audit workload, and prevailing market rates for comparable services.
The estimated audit fee also assumes that there will be no material change in the Group’s operations, accounting policies or regulatory environment during the financial year, and that the Company will provide timely and adequate assistance and information as reasonably required for the purposes of the audit.
Unless there is a material change in the basis or assumptions set out above, the final audit fee should not deviate materially from the estimated amount initially disclosed. In the event of any material change, the Company will make further disclosure as appropriate.
AGM
Procedures for demanding a poll
According to Article 66 of the Articles, a resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:
(a) by the chairman of such meeting; or
(b) by at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the meeting; or
(c) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or
(d) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative or by proxy and holding Shares conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right; or
(e) by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent (5%) or more of the total voting rights at such meeting.
— 8 —
LETTER FROM THE BOARD
Pursuant to GEM Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the AGM pursuant to Article 66 of the Articles.
AGM and proxy arrangement
A notice convening the AGM to be held at Unit 3308, 33/F., Millennium City 6, 392 Kwun Tong Road, Kwun Tong, Hong Kong on Thursday, 18 June 2026 at 11:00 a.m. is set out on pages 20 to 24 of this circular. Ordinary resolutions will be proposed at the AGM to approve, among other things, the proposed grant of the Issuance Mandate (including the extended Issuance Mandate) and the Repurchase Mandate, the proposed re-election of retiring Directors and appointment of independent non-executive Director who has served for more than nine years and proposed re-appointment of auditors.
No Shareholder is required to abstain from voting at the AGM.
A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published at the websites of Stock Exchange at www.hkexnews.hk and the Company at www.citd.com.hk. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event by no less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
For determining the entitlement of the Shareholders to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 15 June 2026 to Thursday, 18 June 2026 (both days inclusive) during which period no transfer Shares will be effected. In order to be entitled to attend and vote at the AGM, all completed share transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Friday, 12 June 2026. The record date for determining the entitlement of the shareholders of the Company to attend and vote at the meeting will be Thursday, 18 June 2026.
All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company after the AGM on the results of the AGM.
RESPONSIBILITY STATEMENT
This circular, 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 circular 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 circular misleading.
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LETTER FROM THE BOARD
RECOMMENDATION
The Directors (including all the independent non-executive Directors) consider the proposed grant of the Issuance Mandate (including the extended Issuance Mandate) and the Repurchase Mandate, the proposed re-election of retiring Directors and appointment of independent non-executive Director who has served for more than nine years and proposed re-appointment of auditors, are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
GENERAL
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolutions to be proposed at the AGM.
Yours faithfully
For and on behalf of the Board
China Information Technology Development Limited
Wong King Shiu, Daniel
Chairman and Chief Executive Officer
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APPENDIX I
EXPLANATORY STATEMENT
The following is an explanatory statement required by the GEM Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.
1. REASONS FOR SHARE REPURCHASE
Although the Directors have no present intention of repurchasing any Shares, they believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and the Shareholders. Trading conditions on the Stock Exchange have sometimes been volatile in recent years. At any time in the future when Shares are trading at a discount to their underlying value, the ability of the Company to repurchase Shares will be beneficial to the Shareholders who retain their investment in the Company since their percentage interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company and thereby resulting in an increase in net assets and/or earnings per Share of the Company. Such repurchases will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 114,739,700 fully paid Shares and the Company did not have any Treasury Shares.
Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 11,473,970 fully paid Shares, representing approximately 10% of the number of the issued Shares (excluding Treasury Shares, if any) as at the date of passing of the resolution.
The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For the treasury shares deposited with CCASS pending resale on the Stock Exchange (if any), the Company shall:
(i) procure its broker not to give any instructions to HKSCC Nominees Limited to vote at general meetings of the Company for the Treasury Shares deposited with CCASS;
(ii) in the case of dividends or distributions, withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions; and
(iii) take any other appropriate measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as Treasury Shares.
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APPENDIX I
EXPLANATORY STATEMENT
Save for the above, the information set out in the Explanatory Statement as required by the GEM Listing Rules to be sent to the Shareholders in connection with the Issuance Mandate and the Repurchase Mandate remains unchanged and true and accurate.
3. FUNDING OF REPURCHASES
In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and Articles of Association and the applicable laws and regulations of the Cayman Islands. The Company may not purchase securities on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
4. IMPACT OF REPURCHASES
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or which would result in the Company's gearing levels increasing to a degree which in the opinion of the Directors from time to time would be inappropriate for the Company.
5. EFFECT OF THE TAKEOVERS CODE
If as a result of a share repurchase, a Shareholder's proportionate interest in the voting capital of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a mandatory offer for Shares under Rule 26 of the Takeovers Code, according to Rule 32 of the Takeovers Code.
As at the Latest Practicable Date, Mr. Zhang Rong, together with Corporate Advisory Limited, a company incorporated in British Virgin Islands, wholly-owned by Mr. Zhang Rong, were interested in 20,200,299 Shares (excluding the 29,629 Options), representing 17.61% of the issued share caption of the Company. In any event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the shareholding of Mr. Zhang Rong in the Company would be increased to approximately 19.56% of the issued share capital of the Company. Such increase of shareholding of Mr. Zhang Rong will not give rise to an obligation to make a mandatory offer under Takeover Code. The Directors have no intention to exercise the Repurchase Mandate to such extent that the public shareholding will fail to satisfy the minimum public float requirement of 25% of the total issued share capital of the Company.
Saved as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any buy-back of Shares pursuant to the Repurchase Mandate.
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APPENDIX I
EXPLANATORY STATEMENT
6. GENERAL
None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close Associates have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
As at the Latest Practicable Date, the Company has not been notified by any core connected persons (as defined in the GEM Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules and the laws of the Cayman Islands.
7. MARKET PRICES OF SHARES
The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve calendar months immediately prior to the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| May | 2.63 | 2.52 |
| June | 2.86 | 2.37 |
| July | 2.54 | 2.41 |
| August | 2.48 | 2.12 |
| September | 3.00 | 1.53 |
| October | 1.96 | 0.36 |
| November | 0.40 | 0.29 |
| December | 0.31 | 0.24 |
| 2026 | | |
| January | 0.27 | 0.24 |
| February | 0.47 | 0.24 |
| March | 0.32 | 0.26 |
| April | 0.29 | 0.23 |
| May (up to the Latest Practicable Date) | 0.24 | 0.23 |
8. SHARES REPURCHASE MADE BY THE COMPANY
The Company had not purchased any of its Shares (whether on the Stock Exchange or otherwise) during the previous six months immediately prior to the Latest Practicable Date.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AND
RE-APPOINTED AT THE AGM
Pursuant to the GEM Listing Rules, the details of the Directors who will retire at the AGM according to the Articles and will be proposed to be re-elected at the AGM are provided below.
(1) MR. WONG KING SHIU, DANIEL ("MR. DANIEL WONG") – EXECUTIVE DIRECTOR
Experience
Mr. WONG King Shiu, Daniel (“Mr. Daniel Wong”), aged 66, has been appointed as the chairman of the Board and chief executive officer of the Company with effect from 25 November 2019. He was the authorised representative and the process agent of the Company from 12 November 2020 to 31 March 2021. He has been appointed as the authorized representative of the Company again on 28 June 2024. He has over 13 years of experience in natural resources industry and served as an executive director in a various natural resources company which is listed in Hong Kong. He also has extensive experience in the management and development of natural resources projects in China. Mr. Daniel Wong joined the Group on 16 August 2017.
Length of service
Pursuant to the service contract between Mr. Daniel Wong and the Company, Mr. Daniel Wong has no fixed length of service with the Company, but is subject to retirement by rotation and re-election at annual general meeting in accordance with the Articles.
Relationships
Save as disclosed above and other than the relationship arising from his being an executive Director, Mr. Daniel Wong is independent of any Directors, senior management, substantial Shareholders, management Shareholders or controlling Shareholders of the Company.
Interest in Shares
As at the Latest Practicable Date, Mr. Daniel Wong held 669,550 Shares, representing approximately 0.58% of share capital of the Company.
As at the Latest Practicable Date, Mr. Daniel Wong holds 394,901 Options under 2012 Share Option Scheme and 313,212 Options under 2023 Share Option Scheme, approximately 0.34% and 0.27% of issued Share capital of the Company in aggregate.
Save as disclosed above, Mr. Daniel Wong does not have any other interest in Shares.
Director’s emoluments
Mr. Daniel Wong is entitled to receive an annual director’s fee of HK$160,000 from the Company and an annual salary of HK$840,000. His emoluments is determined from time to time by the Board with reference to his duties, responsibilities and market rate.
— 14 —
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AND
RE-APPOINTED AT THE AGM
Directorships
Saved as disclosed above, Mr. Daniel Wong does not have any directorship in other listed company in the last three years.
Others
Save as disclosed above, the Board is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to Rule 17.50(2) (h) to (v) of the GEM Listing Rules in relation to Mr. Daniel Wong’s re-election.
(2) MR. SO HAN MENG JULIAN (“MR. JULIAN SO”) – EXECUTIVE DIRECTOR
Experience
Mr. SO Han Meng Julian, aged 54, obtained his degree of Bachelor of Laws from The National University of Singapore. Mr. So is qualified as a solicitor in Singapore, England and Wales and Hong Kong.
He possesses ample experiences in the financial industry, specialising in banking, structured finance, securitisation and derivatives. He is currently Regulatory Consultant of Prosynergy Consulting Limited, a Hong Kong boutique consulting firm that acts as the trusted advisor of financial institutions, fintechs and other companies. He is also Group Chief Executive Officer of Incess Inc., a decentralized financial institution with a vision to build an investment bank, an asset management company and an exchange using decentralisation technologies. He is an executive director of China e-Wallet Payment Group Limited, (a company delisted on the Stock Exchange (Stock Code: 0802) on 16 March 2026) since 28 October 2025.
Mr. So was the Chief Advisor to the Board of the Company from October 2023 to October 2024. He was also the Non-Executive Vice Chairman of Marvion Inc, the issued shares of which are traded over the counter (OTC) (Ticker: MVNC) from August 2021 to September 2024. He was the Group Chief Executive Officer of XBE from July 2021 to September 2024. He had also worked in various prestigious international law firms in Singapore and Hong Kong.
Length of service
Pursuant to the service contract between Mr. Julian So and the Company, Mr. Julian So has a service contract for a term of three years with the Company, and is subject to retirement by rotation and re-election at annual general meeting in accordance with the Articles.
Relationships
Save as disclosed above and other than the relationship arising from his being an executive Director, Mr. Julian So is independent of any Directors, senior management, substantial Shareholders, management Shareholders or controlling Shareholders of the Company.
— 15 —
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AND
RE-APPOINTED AT THE AGM
Interest in Shares
As at the Latest Practicable Date, Mr. Julian So does not have any interest in the Shares.
Director’s emoluments
Mr. Julian So is entitled to receive an annual salary of HK$324,000 from the Company. His emoluments is determined from time to time by the Board with reference to his duties, responsibilities and market rate.
Directorships
Save as disclosed above, Mr. Julian So does not have any directorship in other listed company in the last three years.
Others
Save as disclosed above, the Board is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to Rule 17.50(2) (h) to (v) of the GEM Listing Rules in relation to Mr. Julian So’s re-election.
(3) MS. LEUNG KAR MING, MH (“MS. LEUNG”) – NON-EXECUTIVE DIRECTOR
Experience
Ms. LEUNG Kar Ming, MH, aged 47, has been appointed as non-executive Director with effect from 1 August 2024. She had studied for Bachelor of Business Administration (service operation management) in City University of Hong Kong.
Currently, Ms. Leung is a District Council member (Kwai Tsing District) and member of the Sixth Election Committee of HKSAR. She is also a Hong Kong and Macau member of the 13th Zhongshan Municipal Committee of the Chinese People’s Political Consultative Conference (“CPPCC”). She is also a deputy officer of Administration and Human Resources Department of Hong Kong Ming Wah Shipping Co., Ltd.
Length of service
Pursuant to the service contract between Ms. Leung and the Company, Ms. Leung has a service contract for a term of three years with the Company, and is subject to retirement by rotation and re-election at annual general meeting in accordance with the Articles.
Relationships
Save as disclosed above and other than the relationship arising from her being a non-executive Director, Ms. Leung is independent of any Directors, senior management, substantial Shareholders, management Shareholders or controlling Shareholders of the Company.
— 16 —
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AND
RE-APPOINTED AT THE AGM
Interest in Shares
As at the Latest Practicable Date, Ms. Leung does not have any interest in the Shares.
Director’s emoluments
Ms. Leung is entitled to receive an annual director’s fee of HK$240,000 from the Company. Her emoluments is determined from time to time by the Board with reference to her duties, responsibilities and market rate.
Directorships
Save as disclosed above, Ms. Leung does not have any directorship in other listed company in the last three years.
Others
Save as disclosed above, the Board is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to Rule 17.50(2) (h) to (v) of the GEM Listing Rules in relation to Ms. Leung’s re-election.
(4) MS. DO DO CHAN (“MS. CHAN”) – INDEPENDENT NON- EXECUTIVE DIRECTOR
Experience
Ms. Do Do CHAN, aged 49, has been appointed as independent non-executive Director with effect from 17 November 2025. She is a member of the Audit Committee, Nomination Committee and Remuneration Committee. She is a solicitor in Hong Kong and Barrister and Solicitor in Australia. She is also a Chartered Engineer in United Kingdom and Hong Kong. Ms. Chan graduated from the University of Hong Kong with a Bachelor of Bachelor of Engineering. She obtained the Postgraduate Certificate in Laws from University of Hong Kong and Graduate Diploma in Legal Practice in The Australian National University. She also obtained Juris Doctor in The Australian National University.
Ms. Chan is currently the Associate Legal Director, Head of the Legal & Compliance Department at Emperor International Holdings Limited, a company listed on the Main Board of the Stock Exchange (Stock Code: 163) and also serves in Environment, Social and Governance Committee for Legal & Compliance Department in Emperor Group, where she leverages her expertise as an experienced lawyer and director level professional.
Length of service
Pursuant to the service contract between Ms. Chan and the Company, Ms. Chan has a service contract for a term of three years with the Company, and is subject to retirement by rotation and re-election at annual general meeting in accordance with the Articles.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AND
RE-APPOINTED AT THE AGM
Relationships
Save as disclosed above and other than the relationship arising from Ms. Chan being an independent non-executive Director and members of Remuneration Committee, Nomination Committee and Audit Committee, she is independent of any Directors, senior management, substantial Shareholders, management Shareholders or controlling Shareholders of the Company.
Interest in Shares
As at the Latest Practicable Date, Ms. Chan does not have any interest in the Shares.
Director’s emoluments
Ms. Chan is entitled to receive an annual director’s fee of HK$120,000 from the Company. Her emoluments is determined from time to time by the Board with reference to her duties, responsibilities and market rate.
Directorships
Save as disclosed above, Ms. Chan does not have any directorship in other listed company in the last three years.
Others
Ms. Chan has confirmed her independence pursuant to Rule 5.09 of the GEM Listing Rules. Save as disclosed above, the Board is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules in relation to Ms. Chan’s re-election.
(5) MR. WONG HOI KUEN (“MR. EDMUND WONG”) – INDEPENDENT NON-EXECUTIVE DIRECTOR
Experience
Mr, WONG Hoi Kuen, aged 65, is the chairman of the remuneration committee (the “Remuneration Committee”), the audit committee (“Audit Committee”) and Nomination Committee of the Company. He is a practising certified public accountant in Hong Kong and a chartered accountant in the United Kingdom. He is a fellow member of The Hong Kong Institute of Certified Public Accountants, The Association of Certified Public Accountants and The Institute of Chartered Accountants in England and Wales. Mr. Edmund Wong joined the Group on 16 August 2017.
Mr. Edmund Wong was an independent non-executive Director, members of audit committee and nomination committee of Elife Holdings Limited (Stock Code: 223) from 9 May 2011 to 30 September 2024. Mr. Edmund Wong was the company secretary of China Infrastructure Investment Limited for the period from 1 August 2023 to 21 May 2024, the listing of securities of which were cancelled on Main Board of Stock Exchange on 15 November 2024.
— 18 —
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AND
RE-APPOINTED AT THE AGM
Length of service
Pursuant to the service contract between Mr. Edmund Wong and the Company, Mr. Edmund Wong has no fixed length of service with the Company, but is subject to retirement by rotation and re-election at annual general meeting in accordance with the Articles.
Relationships
Other than the relationship arising from him being an independent non-executive Director and the chairman of Remuneration Committee, Nomination Committee and Audit Committee, Mr. Edmund Wong is independent of any Directors, senior management, substantial Shareholders, management Shareholders or controlling Shareholders of the Company.
Interests in Shares
As at the Latest Practicable Date, Mr. Edmund Wong holds 39,145 options under the 2012 Share Option Scheme, representing approximately 0.03% of issued share capital of the Company.
Save as disclosed above, Mr. Edmund Wong does not have any other interest in Shares.
Director's emoluments
Mr. Edmund Wong is entitled to receive an annual director’s fee of HK$160,000 from the Company. His emoluments is determined from time to time by the Board with reference to his duties, responsibilities and market rate.
Directorships
Saved as disclosed above, Mr. Edmund Wong does not have any directorship in other listed company in the last three years.
Others
Mr. Edmund Wong has confirmed his independence pursuant to Rule 5.09 of the GEM Listing Rules. Save as disclosed above, the Board is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules in relation to Mr. Edmund Wong’s re-election.
— 19 —
NOTICE OF AGM
中國信息科技發展有限公司
CHINA INFORMATION TECHNOLOGY DEVELOPMENT LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 08178)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting of China Information Technology Development Limited (the "Company") will be held at Unit 3308, 33/F., Millennium City 6, 392 Kwun Tong Road, Kwun Tong, Hong Kong on Thursday, 18 June 2026 at 11:00 a.m. (the "AGM") for the following purposes:
AS ORDINARY BUSINESS
-
to receive, consider and approve the audited consolidated financial statements and the reports of the directors (the "Director(s)") and auditors of the Company for the year ended 31 December 2025;
-
(A) Each as a separate resolution, to re-elect the following retiring Director and to appoint the following Director:
(i) To re-elect Mr. Wong King Shiu, Daniel as executive Director.
(ii) To re-elect Mr. So Han Meng Julian as executive Director.
(iii) To re-elect Ms. Leung Kar Ming, $MH$ as non-executive Director.
(iv) To re-elect Ms. Do Do Chan as independent non-executive Director.
(v) To re-elect Mr. Wong Hoi Kuen (who has served for more than nine years) as independent non-executive Director.
(B) To authorise the board of Directors to fix the Directors' remuneration;
- To re-appoint Prism Hong Kong Limited as the auditors of the Company and to authorise the board of Directors to fix the auditor's remuneration; and
— 20 —
NOTICE OF AGM
AS SPECIAL BUSINESS
As special business, consider and, if thought fit, pass the following resolutions as ordinary resolutions:
- “THAT:
(a) subject to paragraph (c) below, pursuant to the Rules (the “GEM Listing Rules”) Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and all other applicable law, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the “Shares”) in the share capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares and/or any sale or transfer of Treasury Shares (if any), which would or might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
(c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted or otherwise be dealt with (including any sale or transfer of treasury shares listed on the Stock Exchange, if any) (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the grant or exercise of any option under the share option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of:
(aa) 20 per cent. of the total number of Shares in issue (excluding Treasury Shares, if any) on the date of the passing of this resolution, provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum amount of Shares that may be issued pursuant to this resolution as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly; and
— 21 —
NOTICE OF AGM
(bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the number of issued Shares on the date of the passing of resolution no. 6), the said approval shall be limited accordingly; and
and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(d) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
“Rights Issue” means an offer of shares of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Directors to holders of shares of the Company or any class thereof whose names appear on the register of members on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).
- “THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and recognized for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the GEM Listing Rules, be and is hereby generally and unconditionally approved;
NOTICE OF AGM
(b) the aggregate number of the shares of the Company, which may be repurchased by the Company during the Relevant Period (as hereinafter defined) pursuant to the approval in paragraph (a) above shall not exceed 10 per cent of the number of the issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution, and the said approval shall be limited accordingly; and
(c) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”
- “THAT the Directors be and they are hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 4 above in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of such resolution.”
By order of the Board
China Information Technology Development Limited
Wong King Shiu, Daniel
Chairman and Chief Executive Officer
Hong Kong, 15 May 2026
Registered office:
Cricket Square Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Head Office and Principal place of business in Hong Kong:
Unit 3308, 33/F.
Millennium City 6
392 Kwun Tong Road
Kwun Tong
Hong Kong
This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on 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 notice 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 notice misleading.
— 23 —
NOTICE OF AGM
This notice will be available on the Company’s website http://www.citd.com.hk and will remain on the “Latest Listed Company Information” page on the Stock Exchange website at http://www.hkexnews.hk for at least 7 days from the date of its posting.
Notes:
-
A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.
-
For determining the entitlement of the shareholders of the Company to attend and vote at the meeting, the register of members of the Company will be closed from Monday, 15 June 2026 to Thursday, 18 June 2026 (both days inclusive) during which period no transfer of shares of the Company will be effected. In order to be entitled to attend and vote at the AGM, all completed share transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Friday, 12 June 2026. The record date for determining the entitlement of the shareholders of the Company to attend and vote at the meeting will be Thursday, 18 June 2026.
-
In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event by no less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the AGM or any adjournment thereof, should he/she/it so wish.
-
In the case of joint holders of shares, any one of such holders may vote at the AGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders are present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
-
In relation to proposed resolutions nos. 4 and 6 above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of shares of the Company under the GEM Listing Rules. The Directors have no immediate plans to issue any new shares of the Company other than Shares which may fall to be issued under the share option schemes of the Company or any scrip dividend scheme which may be approved by shareholders.
-
In relation to proposed resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the GEM Listing Rules is set out in Appendix I to this circular.
-
All resolutions will be conducted by way of a poll.
— 24 —