CHINA INFORMATION TECHNOLOGY DEVELOPMENT LIMITED 
By Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8178) PROPOSED SHARE CONSOLIDATION
The Board proposes that every ten ( 0) Shares of HK$0.0 each
in the issued and unissued capital of the Company be
consolidated into one ( ) Consolidated Share of HK$0. each.
As at the date of this announcement, there are 7,494,906,368
Shares of HK$0.0 each in issue which are fully paid or
credited as fully paid. Assuming no further Shares will be
issued from the date of this announcement up to the date of
the EGM, upon completion of the Share Consolidation there
will be 749,490,636
Consolidated Shares of HK$0. each in issue which are fully
paid or credited as fully paid.
It is proposed that following the Share Consolidation, the
Consolidated Shares will continue to be traded in board lots
of 8,000 Consolidated Shares. Based on the closing price of
HK$0.035 per Share as at the last trading day prior to the
publication of this announcement, the value of each board lot
of 8,000 Consolidated Shares would be HK$2,800.
A circular containing, among other matters, further details
of the Share Consolidation and a notice to convene the EGM
will be despatched to the Shareholders in compliance with the
GEM Listing Rules.
The Board proposes that every ten ( 0) Shares of HK$0.0 each
in the issued and unissued capital of the Company be
consolidated into one ( ) Consolidated Share of HK$0. each.
As at the date of this announcement, there are 7,494,906,368
Shares of HK$0.0 each in issue which are fully paid or
credited as fully paid. Assuming no further Shares will be
issued from the date of this announcement up to the date of
the EGM, upon completion of the Share Consolidation there
will be 749,490,636
Consolidated Shares of HK$0. each in issue which are fully
paid or credited as fully paid following the Share
Consolidation. The authorised share capital of the Company
will remain at HK$ 00,000,000
but will be divided into ,000,000,000 Consolidated Shares of
HK$0. each.
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As at the date of this announcement, save for the Share
Options granted under the share option scheme adopted by the
Company entitling the holders thereof to subscribe for
45,950,000 Shares (equivalent to 4,595,000 Consolidated
Shares), there are no outstanding options, warrants or
securities convertible or exchangeable into Shares.
The implementation of the Share Consolidation is conditional
upon:
(i) the passing of the necessary ordinary resolution by the
Shareholders at the EGM to approve the
Share Consolidation; and
(ii) the Listing Committee of the Stock Exchange granting the
listing of, and permission to deal in, the Consolidated
Shares.
Application will be made to the Stock Exchange for the
listing of, and permission to deal in, the Consolidated
Shares. All necessary arrangements will be made for the
Consolidated Shares to be admitted into the Central Clearing
and Settlement System established and operated by Hong Kong
Securities Clearing Company Limited. The Share Consolidation
will be conducted in accordance with the provisions in the
articles of association of the Company.
As at the date of this announcement, Shares are traded in
board lots of 8,000 Shares. Following the Share
Consolidation, it is proposed that the Consolidated Shares
will continue to be traded in board lots of 8,000
Consolidated Shares.
Based on the closing price of HK$0.035 per Share (equivalent
to HK$0.35 per Consolidated Share) as at the last trading day
immediately before the date of this announcement, the value
of each board lot of 8,000 Consolidated Shares, assuming the
Share Consolidation had already been effective, would be
HK$2,800.
The Consolidated Shares will rank pari passu in all respects with each other and the Share Consolidation will not result in any change in the relative rights of the Shareholders. Fractional Consolidated Shares will not be issued by the Company to Shareholders. Any fractional entitlement to the Consolidated Shares will be aggregated, sold and retained for the benefit of the Company. Further details regarding the parallel trading arrangements (including the odd lots matching services, if any) will be set out in the circular containing the notice of EGM relating to the Share Consolidation. The Company will bear the costs relating to the matching of sale and purchase of odd lots of the Consolidated Shares.
REASONS FOR THE SHARE CONSOLIDATIONThe proposed Share Consolidation will increase the nominal value of the Shares and reduce the total number of Shares currently in issue. As such, the transaction and handling costs of the Company in relation to the dealing in the Consolidated Shares are expected to be reduced, which will be beneficial to the Company. Moreover, as the market value of each board lot upon the Share Consolidation becoming
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effective will be higher than the market value of each
existing board lot, the transaction cost as a proportion of
the market value of each board lot will be lower. It is
expected that the liquidity in trading of the Shares will
increase accordingly and the market value of the Shares will
more precisely reflect the intrinsic value of the Company.
Accordingly, the Board is of the view that the Share
Consolidation is beneficial to the Company, the Shareholders
and investors as a whole.
Save for the necessary professional expenses for the
implementation of the Share Consolidation, the implementation
of the Share Consolidation will not alter the underlying
assets, business operation, management or financial position
of the Company and the interests and rights of the
Shareholders.
Subject to the Share Consolidation becoming effective, which
is currently expected to be 3 August
20 2, being the business day immediately after the date of
the EGM, Shareholders may on or after 3
August 20 2 and until 4:00 p.m. on 0 September 20 2 (both
days inclusive), submit their existing share certificates in
blue for the Shares to the Company's branch share registrar
in Hong Kong, Computershare Hong Kong Investor Services
Limited at 7/F., Hopewell Centre, 83 Queen's Road East, Hong
Kong, for exchange for share certificates in green for the
Consolidated Shares at the expense of the Company.
Shareholders should note that after the prescribed time for
free exchange of share certificates, a fee of HK$2.50 (or
such higher amount as may from time to time be allowed by the
Stock Exchange) will be payable by the Shareholders to the
Company's branch share registrar for exchange of share
certificates.
With effect from 7 September 20 2, trading will only be in
Consolidated Shares which share certificates will be issued
in green. The Consolidated Shares are to be consolidated on
the basis of ten ( 0) existing Shares to one ( ) Consolidated
Share. Existing share certificates in blue for the Shares
will cease to be valid for trading and settlement purpose,
but will remain valid and effective as documents of title.
The expected timetable for the Share Consolidation is as
follows: Despatch of the circular regarding, among other
matters, the
Share Consolidation . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . Wednesday, 8 July 20
2
Despatch and publication of the notice of EGM . . . . . . . .
. . . . . . . . . . . . . Wednesday, 8 July 20 2
Latest Time for lodging the form of proxy for the EGM . . . .
. . :00 a.m. on Tuesday, 3 July 20 2
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . :00 a.m. on Thursday, 2 August
20 2
Publication of voting results of EGM . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . Thursday, 2 August 20
2
Effective date of the Share Consolidation . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .Friday, 3 August 20 2
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Original counter for trading in shares in board lots of
8,000 Shares (in the form of existing share certificates
in blue) temporarily closes . . . . . . . . . . . . . . . . .
. . . . . . . . . . . 9:00 a.m. on Friday, 3 August 20 2
Temporary counter for trading in Consolidated Shares
in board lots of 800 Consolidated Shares (in the form
of existing share certificates in blue) opens . . . . . . . .
. . . . . . . 9:00 a.m. on Friday, 3 August 20 2
First day for free exchange of existing share
certificates
in blue for new share certificates in green . . . . . . . . .
. . . . . . . . . . . . . . . . . .Friday, 3 August 20 2
First day of operation of odd lot trading facility . . . . .
. . . . . . . . . . . . . . . . . . .Friday, 7 August 20
2
Original counter for trading in Consolidated Shares in board
lots of 8,000 Consolidated Shares
(in the form of new share certificates in green)
reopens . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . 9:00 a.m. on Friday, 7 August
20 2
Parallel trading in Consolidated Shares commences . . . . . .
. . . 9:00 a.m. on Friday, 7 August 20 2
Temporary counter for trading in Consolidated Shares in board
lots of 800 Consolidated Shares (in the form of existing
share certificates in blue)
closes . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . 4:00 p.m. on Thursday, 6 September 20
2
Parallel trading ends . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . 4:00 p.m. on Thursday, 6 September 20
2
Last day of operation of odd lot trading facility . . . . . .
. . . . . . . . . . . . .Thursday, 6 September 20 2
Last day for free exchange of share certificates . . . . . .
. . . . . . . . . . . . . Monday, 0 September 20 2
The Share Consolidation will cause adjustments to the subscription price and the number of Consolidated Shares to be issued under the Share Options. As to the adjustments to the number of Consolidated Shares to be issued and the subscription price in respect of the Share Options, the Company will instruct its auditors to review and certify the basis of such adjustments as soon as possible. Further announcement will be made by the Company in respect of such adjustment upon receipt of corresponding certificates on the adjustments by the Company.
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GENERAL
A circular containing, among other matters, further details
of the Share Consolidation and a notice to convene the EGM
will be despatched to the Shareholders in compliance with the
GEM Listing Rules. To the best of the Directors' knowledge,
no Shareholders have a material interest in the Share
Consolidation and are required to abstain from voting at the
EGM.
The Company does not contemplate any discussion or
negotiation for any fund raising activity up to despatch of
the circular and the Company does not have any intention for
conducting fund raising activities as at the date of this
announcement.
Shareholders are recommended to consult their licensed
securities dealer, bank manager, solicitor, professional
accountant or other professional adviser if they are in doubt
about any of the above matters.
In this announcement, unless the context otherwise requires,
the following expressions shall have the following meanings
when used herein:
"Board" the board of Directors
"Company" China Information Technology Development Limited, a
company incorporated in Cayman Islands with limited liability
and the issued Shares of which are listed on GEM
"Consolidated Share(s)" consolidated ordinary share(s) of
HK$0. each in the issued and unissued share capital of the
Company upon completion of the Share Consolidation
"Director(s)" the director(s) of the Company
"EGM" the extraordinary general meeting of the Company to be
held to consider the ordinary resolution to be proposed to
approve the Share Consolidation
"GEM" the Growth Enterprise Market of the Stock Exchange "GEM
Listing Rules" the Rules Governing the Listing of Securities
on the GEM "Hong Kong" the Hong Kong Special Administrative
Region of the PRC "PRC" the People's Republic of China
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"Share Consolidation" the proposed consolidation of every ten
( 0) Shares of HK$0.0 each in the issued and unissued capital
of the Company into one ( ) Consolidated Share of HK$0.
each
"Share Options" the share options granted under the share
option scheme adopted by the Company
"Share(s)" ordinary share(s) of HK$0.0 each in the capital of
the Company or, as the context may require, the Consolidated
Shares
"Shareholder(s)" holder(s) of the Share(s) or as the context
may require, the Consolidated
Share(s) from time to time
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
By order of the board of directors of
Executive Director and Chief Executive Officer
Hong Kong, 6 July 20 2
As at the date of this announcement, the Board comprises Mr. Hu Zhuoer (Chief Executive Officer) and Mr. Tse Chi Wai as Executive Directors, Mr. Ng Kwok Fai, Dr. Sun Guofu and Mr. Chen Zhongfa as Independent Non-executive Directors.
This announcement, for which the Directors of the Company 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 announcement 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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