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China Information Technology Development : FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

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11/28/2016 | 05:01am CET

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8178)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

I/We1 of being the registered holder(s) of2 Shares of HK$0.10 each of China Information Technology Development Limited (the "Company") HEREBY APPOINT3 of

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 Wednesday, 14 December, 2016 at 11:30 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) To approve the subscription agreement dated 12 September 2016 (the ''Subscription Agreement'') entered into between Golden Sunweave Limited, a company incorporated in the British Virgin Islands with limited liability and a direct wholly-owned subsidiary of the Company (the ''Subscriber''), Macro China Holding Limited, a company incorporated in the British Virgin Islands with limited liability (the ''Target Company'') and Mr. Chan Kai Leung, being the sole director of the Target Company (the ''Guarantor''), pursuant to which the Target Company has conditionally agreed to allot and issue and the Subscriber has conditionally agreed to subscribe for a total of 525 new ordinary shares of the Target Company (the ''Subscription Shares''), representing 525% of the issued share capital of the Target Company as at the date of the Subscription Agreement and 84% of the total issued share capital of the Target Company as enlarged by the allotment and issue of the Subscription Shares, at the total subscription price of HK$8,400,000 and all the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

(b) To approve 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 Subscription 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 Subscription 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.

Dated this: day of 2016 Signature5 :

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 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.

China Information Technology Development Ltd. published this content on 28 November 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 28 November 2016 04:01:02 UTC.

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