CONNECTED TRANSACTION: ENTERING INTO THE NON-COMPETITION AGREEMENT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in China ITS (Holdings) Co., Ltd., you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker 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.

China ITS (Holdings) Co., Ltd.

中 国 智 能 交 通 系 统（控 股）有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1900)

CONNECTED TRANSACTION:

ENTERING INTO THE NON-COMPETITION AGREEMENT

Independent Financial Adviser to the Independent Board Committee and

the Independent Shareholders

FIRST CAPITAL INTERNATIONAL

FINANCE LIMITED

A letter from the Board is set out on pages 3 to 14 of this circular. A letter from the Independent Board Committee containing its advice and recommendation to the Independent Shareholders is set out on page 15 of this circular. A letter from First Capital International Finance Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, containing its advice to the Independent Board Committee and the Independent Shareholders, is set out on pages 16 to 25 of this circular.

A notice convening the EGM to be held on Friday, 28 May 2021 at 1:30 p.m. at Room V1, 6/F Building 204, No. A10 Jiuxianqiao North Road, Chaoyang District, Beijing, is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use by the Shareholders at the EGM is enclosed herein.

Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of such meeting or any adjournment thereof.

11 May 2021

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . .	15
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . .	16
APPENDIX - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

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DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

''2010 Non-compete	the non-compete agreement entered into by and among the
Agreement''	Covenantors, as disclosed in the prospectus of the Company
	dated 30 June 2010
''Beijing RHY''	北京瑞華贏科技發展股份有限公司 ( B e i j i n g R H Y
	Technology Development Co., Ltd.)*, a company
	established in the PRC with limited liability on 16 February
	2001
''Beijing RHY Group''	Beijing RHY and its subsidiaries
''Board''	the board of Directors
''Company''	China ITS (Holdings) Co., Ltd. (中國智能交通系统(控股)
	有限公司), a company incorporated in the Cayman Islands
	with limited liability whose shares are listed on the Main
	Board of the Stock Exchange
''connected person''	has the same meaning ascribed to it under the Listing Rules
''controlling shareholder(s)''	has the same meaning ascribed to it under the Listing Rules
''Covenantors''	Holdco, Best Partners Development Limited, Huaxin
	Investments Limited, Gouver Investments Limited,
	Rockyjing Investment Limited, Joy Bright Success Limited,
	Tesco Investments Limited, Fino Investments Limited,
	Binks Investments Limited, Liao Daoxun, Wu Yurui, Jiang
	Hailin, Wang Jing, Liang Shiping, Wu Chunhong, Zhao
	Lisen, Yuan Chuang, Zhang Qian, Guan Xiong, Zheng Hui,
	Lv Xilin, Wang Li, Dang Kulun, Pan Jianguo and Jing
	Yang
''Director(s)''	director(s) of the Company
''EGM''	the extraordinary general meeting of the Company to be
	convened to, among others, considering and if thought fit,
	approving the Non-competition Agreement
''Group''	the Company and its subsidiaries
''Holdco''	China ITS Co., Ltd.

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	DEFINITIONS
''Independent Board	an independent board committee of the Board comprising
Committee''	all the independent non-executive Directors, who have no
	material interest in the Non-competition Agreement,
	namely, Mr. Ye Zhou, Mr. Wang Dong and Mr. Zhou
	Jianmin
''Independent Shareholders''	the Shareholders who are not interested in or involved in
	the Non-competition Agreement
''Independent Financial	First Capital International Finance Limited (首控國際金融
Adviser''	有限公司), a licensed corporation to carry out Type 1
	(dealing in securities) and Type 6 (advising on corporate
	finance) regulated activities under the SFO, being the
	independent financial adviser to the Independent Board
	Committee and the Independent Shareholders in relation to
	the Non-competition Agreement
''Latest Practicable Date''	6 May 2021
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
''Non-competition Agreement''	the non-competition agreement dated 11 May 2021, entered
	into between the Company and Beijing RHY
''PRC''	the People's Republic of China
''RMB''	Renminbi, the lawful currency of the PRC
''Shareholders(s)''	shareholder(s) of the Company
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''%''	per cent

• The English names of the PRC entities referred to in this circular are transliterations from their Chinese names and are for identification purposes only, and should not be regarded as the official English name(s) of such Chinese name(s). If there is any inconsistency, the Chinese name shall prevail.

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LETTER FROM THE BOARD

China ITS (Holdings) Co., Ltd.

中 国 智 能 交 通 系 统（控 股）有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1900)

Executive Directors:	Registered Office:
Mr. Liao Jie (Chairman of the Board)	Cricket Square
Mr. Jiang Hailin (Chief Executive Officer)	Hutchins Drive
	P.O. Box 2681
Independent Non-executive Directors:	Grand Cayman KY1-1111
Mr. Ye Zhou	Cayman Islands
Mr. Wang Dong (CICPA, CIMA, AAIA, CGMA)
Mr. Zhou Jianmin	Principal Place of Business in
	Hong Kong:
	8/F., Golden Star Building
	20-24 Lockhart Road
	Wan Chai
	Hong Kong
	11 May 2021
To the Shareholders
Dear Sir or Madam,

CONNECTED TRANSACTION:

ENTERING INTO THE NON-COMPETITION AGREEMENT

INTRODUCTION

Reference is made to the announcement of the Company dated 11 May 2021. As set out in the announcement, on 11 May 2021, the Company and Beijing RHY entered into the Non- competition Agreement, pursuant to which each party agreed, among other things, that it will not engage in businesses which compete or may compete with that of the other party.

Given that both the Group and the Beijing RHY Group are in the transportation industry, the Company and Beijing RHY entered into the Non-competition Agreement with a view to avoid potential competition between the Group and the Beijing RHY Group and potential conflicts of interests involving the executive Directors (who have interests in both the Group and the Beijing RHY Group).

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