[Registration No. 333- ____________________________ FORM F-4 REGISTRATION STATEMENT UNDER CHINA INFORMATION TECHNOLOGY, INC. Not Applicable British Virgin Islands 7372 Not Applicable (State or Other Jurisdiction of Incorporation or (Primary Standard Industrial Classification Code (IRS Employer Identification Number) Organization) Number) 21st Floor, Everbright Bank Building Zhuzilin, Futian District Shenzhen, Guangdong 518040 People’s Republic of China (+86) 755 -8370-8333 ____________________________ Corporation Service] [] [Our ref MAE/673333/11491288v3 China Information Technology, Inc. ________________, 2012 Dear Sirs China Information Technology, Inc. (the "Company") Registration Statement Commission US Securities Act Shares Merger Agreement We have acted as counsel as to British Virgin Islands law to the Company, a company incorporated in the British Virgin Islands, and have been requested to render this opinion in connection with the] [Pillsbury Winthrop Shaw Pittman LLP _____________, 2012 st China Information Technology, Inc. Ladies and Gentlemen: Very truly yours,] [CHINA INFORMATION TECHNOLOGY, INC. INDEPENDENT DIRECTOR AGREEMENT Agreement Company Director THIS AGREEMENT (The “ BACKGROUND The Board of Directors of the Company desires to appoint the Director and to have the Director perform the duties of an independent director and the Director desires to be so appointed for such position and to perform the duties required of such position in] [INDEMNIFICATION AGREEMENT Company Indemnitee This Indemnification Agreement, dated as of ________________, is made by and between China Information Technology, Inc., a British Virgin Islands Business Company (the “ RECITALS A. The Company and the Indemnitee recognize that the present state of the law is too uncertain to provide the Company’s officers and directors with adequate and reliable advance knowledge or] [LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization % Ownership China Information Mergerco Inc. Nevada, USA 100%] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form F-4 of our report dated March 7, 2012 on the consolidated financial statements as of December 31, 2011 and for the year then ended, and the effectiveness of internal control over financial reporting as of December 31, 2011, of China] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated March 8, 2011 (except for Note 4 to the consolidated financial statements of China Information Technology, Inc. appearing in the Company’s Annual Report on Form 10-K, which is as of March] [China Information Technology, Inc. June 21, 2012 Dear Sir or Madam: Re: China Information Technology, Inc. (the “Company”) Registration Statement on Form F-4 Registration Statement Securities Act We hereby consent to the use of our name under the captions “Risk Factors—Risks Relating to our Commercial Relationship with iASPEC—The exercise of our option to purchase part or all of the equity] [PRELIMINARY COPY CHINA INFORMATION TECHNOLOGY, INC. ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON This Proxy is Solicited on Behalf of the Board of Directors Company 1. FOR Elect as Directors the nominees listed below – The Board recommends a vote 1 Jiang Huai Lin FOR [ ] WITHHOLD [ ] 2 Zhi Qiang Zhao FOR [ ] WITHHOLD []