China Information Technology, Inc.: Exhibit 4.1 - Filed by newsfilecorp.com






Exhibit 4.1

EQUITY TRANSFER AGREEMENT 

THIS EQUITY TRANSFER AGREEMENT (the “Agreement”)
is entered into by and among the following parties on September 16, 2014: 

	(1) 	
      IASPEC GEO INFORMATION TECHNOLOGY CO., LTD, a
      company organized in the People’s Republic of China, whose address is 2F,
      Block R2A, Gaoxin 7th Road, Nanshan District, Shenzhen,
      Guangdong 518000 (“Transferee”);

	 	 
	(2) 	
      CHINA INFORMATION TECHNOLOGY, INC., a company
      incorporated in the British Virgin Islands, whose address is 21st Floor,
      Everbright Bank Building, Zhuzilin, Futian District, Shenzhen, Guangdong
      518040 (“CNIT”);

	 	 
	(3) 	
      SHENZHEN YUNCHAO SOFTWARE INTERNET CO. LTD., a
      company organized in the People’s Republic of China, whose address is
      1702, Zhongyang Xigu Bldg., Binhe Ave., Futian District, Shenzhen,
      Guangdong 518000 (“Transferor”).



The Transferor, the Transferee and CNIT above shall be
individually referred to as a “Party” and collectively referred to as the
“Parties.” 

RECITALS 

WHEREAS, CNIT is a company incorporated in the British
Virgin Islands with its ordinary shares, par value $0.01 per share (“Ordinary
Shares”) being listed on the NASDAQ Global Select Market; 

WHEREAS, Information Security Technology (China) Co.,
Ltd. is a wholly foreign owned enterprise organized and existing under the laws
of the People’s Republic of China (“IST”), and whose all equity ownership
is indirectly owned by CNIT; 

WHEREAS, pursuant to certain contractual arrangements
between IST and the Transferee, CNIT, through IST, maintains substantial control
over the daily operations and financial affairs of the Transferee; 

WHEREAS, Shenzhen Biznest Internet Software Co. Ltd. is
a limited liability company organized and existing under the laws of the
People’s Republic of China, and all of its equity ownership is owned by the
Transferor (“Target”); and 

WHEREAS, Transferee desires to purchase from Transferor
and Transferor agrees to transfer to Transferee 100% of its equity ownership of
Target. Upon completion of the transactions contemplated by this Agreement,
Target will be wholly owned by Transferee. 

NOW, THEREFORE, in consideration of the covenants,
promises and representations set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows: 




ARTICLE I     DEFINITIONS 

1.1     Unless otherwise defined in this Agreement, the following
terms shall have the meanings indicated as follow: 

“Business Day” means any day except Saturday, Sunday and
any day which is a federal legal holiday or a day on which banking institutions
in the State of New York or Shenzhen, China are authorized or required by law or
other governmental action to close. 

“Closing Date” means the date on which the Parties have
completed the modification registration of Target with the competent
administration for industry and commerce to reflect the transactions
contemplated by this Agreement. 

“Governmental Authority” means any nation or government
or any federation, province or state or any other political subdivision thereof;
any entity, authority or body exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government, including
any government authority, agency, department, board, commission or
instrumentality of the People’s Republic of China or any other country, or any
political subdivision thereof, any court, tribunal or arbitrator, and any
self-regulatory organization. 

“Governmental Order” means any applicable order, ruling,
decision, verdict, decree, writ, subpoena, mandate, precept, command, directive,
consent, approval, award, judgment, injunction or other similar determination or
finding by, before or under the supervision of any Governmental Authority. 

“Laws” means any and all provisions of any constitution,
treaty, statute, law, regulation, ordinance, code, rule, rule of common law,
governmental approval, concession, grant, franchise, license, agreement,
directive, requirement, or other governmental restriction or any similar form of
decision of, or determination by, or any interpretation or administration of any
of the foregoing by, any Governmental Authority, in each case as amended, and
any and all Governmental Order. 

“Lien” means, with respect to any asset, any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind in respect of
such asset, and any conditional sale or voting agreement or proxy, including any
agreement to give any of the foregoing. 

“RMB” means the legal currency of the People’s Republic
of China. 

ARTICLE II     EQUITY TRANSFER 

2.1     Equity Transfer. Subject to the terms and conditions
set forth in this Agreement, Transferor will sell, transfer and deliver all of
the equity ownership of Target to Transferee. After such transfer, Transferee
will own 100% equity interests in Target, free and clear of any Lien, in
exchange for the Transaction Consideration (as defined below). 

2.2     Target Books and Records. On or prior to the Closing
Date, Target shall deliver all corporate official seals and other books and
records of Target to Transferee, which delivery shall be confirmed by both
Target and Transferee in writing. Such confirmation document shall constitute an
exhibit to this Agreement after it is signed by a duly authorized representative
of each Party and its respective corporate seal has been fixed to such document.


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2.3     Profit and Loss. Any profit and loss earned or
incurred prior to the Closing Date shall be retained by Transferor. 

ARTICLE III     TRANSACTION CONSIDERATION
AND PAYMENT 

3.1     Transaction Consideration. The “Transaction
Consideration” shall be RMB 92,128,000 (approximately $15,000,000). The
Transferee shall pay the Transaction Consideration to Transferor as follows:


(a)     Subject to Section 3.2 hereof, certain amount of
unregistered Ordinary Shares of CNIT with a value equal to RMB 46,064,000
(approximately $7,500,000). (“CNIT Shares”); and 

(b)     RMB 46,064,000 (approximately $7,500,000) as immediately
available funds (“Cash Consideration”). 

3.2     Issuance of CNIT Shares. 

(a)     CNIT shall issue and deliver 1,543,455 CNIT Shares to
Transferor or its designees within 180 days following the date hereof,
calculated as follows: 

Total Share Value/20 Day Average Price, where 

“Total Share Value” means RMB 46,064,000 (approximately
$7,500,000), with a value equal to 50% equity interest in Target; and 

“20 Day Average Price” means $4.859, representing the
volume-weighted average closing price of Ordinary Shares traded on the NASDAQ
Global Select Market for twenty consecutive trading days prior to the date
hereof. 

3.3     Cash Consideration. Transferee agrees to pay Cash
Consideration by wire transfer to the account designated in writing by
Transferor within 180 days following the date hereof. 

ARTICLE IV     REPRESENTATIONS AND
WARRANTIES 

4.1     Representations and Warranties of Transferor.
Transferor makes the following representations and warranties as of the date
hereof and as of the Closing Date to Transferee and CNIT: 

(a)     Corporate Existence and Power; Authorization.
Transferor is a company duly organized, validly existing and in good standing
under the laws of the People’s Republic of China. The execution, delivery and
performance by Transferor of this Agreement and the consummation by Transferor
of the transactions contemplated by this Agreement within the corporate powers
of Transferor and have been duly authorized by all necessary corporate action on
the part of Transferor. This Agreement has been duly executed and delivered by
Transferor and constitutes a valid and legally binding obligation of Transferor,
enforceable against it in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors’ rights and remedies or
by other equitable principles of general application. 

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(b)     Ownership of Target. All of the equity interests in
Target are legally owned by Transferor, free and clear of all Liens. 

(c)     Disclosures. Transferor has provided Transferee and
CNIT with all material information regarding Transferor and Target. All
disclosures provided to Transferee and CNIT regarding Transferor and Target, or
their respective businesses and the transactions contemplated hereunder, are
true and correct in all material aspects and do not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make
the statements made therein, in light of the circumstances under which they were
made, not misleading. 

(d)     Compliance. Transferor agrees to comply with and
fulfil any and all of its obligations and covenants hereunder. 

(e)     Unregistered Shares. Transferor understands that (i)
the CNIT Shares have not been and will not be registered under the US Securities
Act of 1933 (“Securities Act”) or any state securities laws, by reason of
their issuance by CNIT in a transaction exempt from the registration
requirements thereof and (ii) the CNIT Shares may not be sold unless such
disposition is registered under the Securities Act and applicable state
securities laws or is exempt from registration thereunder. 

(f)     Investment Intent. Transferor is acquiring the CNIT
Shares issuable to it under this Agreement as principal for its own account and
not with a view to or for distributing or reselling such securities or any part
thereof, without prejudice, however, to Transferor’s right at all times to sell
or otherwise dispose of all or any part of such securities in compliance with
applicable US federal and state securities laws. Transferor is acquiring the
securities hereunder in the ordinary course of its business. Transferor does not
have any agreement or understanding, directly or indirectly, with any person to
distribute any of the CNIT Shares. 

(g)     Investor Status. Transferor is not a registered
broker-dealer under Section 15 of the US Securities Exchange Act of 1944.
Transferor has such experience in business and financial matters that it is
capable of evaluating the merits and risks of an investment in the CNIT Shares.
Transferor acknowledges that an investment in the CNIT Shares is speculative and
involves a high degree of risk. 

(h)     General Solicitation. Transferor is not purchasing
the CNIT Shares as a result of any advertisement, article, notice, meeting, or
other communication regarding the CNIT Shares published in any newspaper,
magazine or similar media or broadcast over television or radio or presented at
any seminar or any other general solicitation or general advertisement. 

(i)     Access to Information. Transferor acknowledges that
it has been afforded (i) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of CNIT concerning
the terms and conditions of the offering of the CNIT Shares and the merits and
risks of investing in the CNIT Shares; (ii) access to information about CNIT and
its subsidiaries and their respective financial condition, results of
operations, business, properties, management and prospects sufficient to enable
it to evaluate its investment; and (iii) the opportunity to obtain such
additional information that CNIT possesses or can acquire without unreasonable
effort or expense that is necessary to make an informed investment decision with respect to the investment. 

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(j)     Reliance on Exemptions. Transferor understands that
the CNIT Shares are being offered and sold to it in reliance upon specific
exemptions from the registration requirements of US federal and state securities
laws and that CNIT is relying upon the truth and accuracy of, and Transferor’s
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of Transferor set forth herein in order to determine the
availability of such exemptions and the eligibility of Transferor to acquire the
CNIT Shares. All of the information which Transferor has provided to CNIT is
true, correct and complete as of the date hereof, and if there should be any
change in such information prior to the Closing Date, Transferor will
immediately provide CNIT with such information. 

(k)     Regulation S. Transferor (i) acknowledges that the
certificate(s) representing or evidencing the CNIT Shares contain a customary
restrictive legend restricting the offer, sale or transfer of any CNIT Shares
except in accordance with the provisions of Regulation S under the Securities
Act (“Regulation S”), pursuant to registration under the Securities Act,
or pursuant to an available exemption from registration, (ii) agrees that all
offers and sales by Transferor of the CNIT Shares shall be made pursuant to an
effective registration statement under the Securities Act or pursuant to an
exemption from, or a transaction not subject to the registration requirements
of, the Securities Act, (iii) represents that the offer to purchase the CNIT
Shares was made to Transferor outside of the United States, and Transferor was,
at the time of the offer and will be, at the time of the sale and is now,
outside the United States, (iv) has not engaged in or directed any unsolicited
offers to purchase the CNIT Shares in the United States, (v) is neither a U.S.
Person nor a Distributor (as such terms are defined in Rule 902(k) and 902(d),
respectively, of Regulation S), (vi) has purchased the CNIT Shares for its own
account and not for the account or benefit of any U.S. Person (as such term is
defined in Rule 902(k) of Regulation S), (vii) is the sole beneficial owner of
the CNIT Shares and has not pre-arranged any sale with an investor in the United
States, and (ix) is familiar with and understands the terms and conditions and
requirements contained in Regulation S, specifically, without limitation,
Transferor understands that the statutory basis for the exemption claimed for
the sale of the CNIT Shares would not be present if the sale, although in
technical compliance with Regulation S, is part of a plan or scheme to evade the
registration provisions of the Securities Act. 

4.2     Representations and Warranties of Transferee and
CNIT. Each of Transferee and CNIT makes the following representations and
warranties as of the date hereof and as of the Closing Date to Transferor: 

(a)     Corporate Existence and Power; Authorization. Each
of Transferee and CNIT is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation or organization, with the requisite power and authority to own and
use its properties and assets and to carry on its business as currently
conducted. The execution, delivery and performance by each of Transferee and
CNIT of this Agreement and the consummation by each of Transferee and CINT of
the transactions contemplated by this Agreement are within the corporate powers
of each of Transferee and CNIT and have been duly authorized by all necessary
corporate action on the part of each of Transferee and CNIT. This Agreement has
been duly executed and delivered by each of Transferee and CNIT and constitutes
a valid and legally binding obligation of each of Transferee and CNIT,
enforceable against it in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application. 

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(b)     Compliance. Each of Transferee and CNIT agrees to
comply with and fulfil any and all of its obligations and covenants hereunder.


Each Party acknowledges and agrees that any Party whose
representations and warranties contain any untrue statement of a material fact
(with or without fault) or omit to state a material fact that causes damages to
another Party shall be responsible to provide an adequate remedy to the
non-breaching Party. 

ARTICLE V     COVENANTS OF PARTIES
PENDING THE CLOSING 

5.1     Covenants of Transferor. From the date hereof
through the Closing Date, 

(a)     Transferor will not, and will cause Target not to, do or
cause to be done any of activities that may have adverse effect on the interests
and value of assets of Transferee and CNIT; 

(b)     Transferor will cause Target to conduct its business in the
ordinary course and use commercially reasonable efforts to preserve
substantially intact its business organization, keep available the services of
its present officers and employees, and preserve in all material respects its
present business relationships and goodwill; 

(c)     Transferor will, and will cause Target to, provide each of
the employees of Target who, as of the date hereof, remains in the active
employment of the Target (the “Target Employees”) with a base salary or
base wages, as applicable, incentive compensation opportunities, employee
benefits (including retirement, severance and welfare benefits) and benefit
plans and programs that are no less favorable in the aggregate than those
provided to such Target Employee by Target immediately prior to the date hereof.


Notwithstanding anything to the contrary herein, nothing
contained in this Section 5.1(c), whether express or implied, will be construed
to require the continuation of the employment of any particular Target Employee
after the Closing Date. 

(d)     Transferor will not, and will cause Target not to transfer,
gift or otherwise dispose of any business, property or assets of Target to a
third party; and 

(e)     Transferor will, and will cause Target to, obtain prior
written consent of CNIT and Transferee before either Transferor or Target takes
any material corporate action related to the business, property or assets of
Target. 

5.2     Covenants of Transferee and CNIT. From the date
hereof through the Closing Date, 

(a)     each of Transferee and CNIT will conduct its respective
business in the ordinary course and use commercially reasonable efforts to
preserve substantially intact its business organization, maintain its books and
records in good order, keep available the services of its present officers and
employees, and preserve in all material respects its present business
relationships and goodwill; 

(b)     each of Transferee and CNIT will comply with laws and
regulations relevant to its assets, properties or business; and 

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(c)     each of Transferee and CNIT will promptly notify Transferor
of the occurrence of any fact or circumstance which constitutes or results, or
might reasonably be expected to constitute or result, in a material adverse
effect on the transactions contemplated by this Agreement. 

5.3     Covenants of Transferee and Transferor. 

Within ten Business Days following the date hereof, Transferee
and Transferor shall file the modification registration of Target with the
competent administration for industry and commerce. 

5.4     Confidentiality. Each of the Parties agrees to keep
confidential all material non-public information provided to it in connection
with this Agreement and the transactions contemplated hereunder by the other
Party that is designated by the provider thereof as confidential, except to the
extent that such information can be shown to have been (a) in the public domain
through no fault of such Party, or (b) later lawfully acquired by the Party to
which it was furnished from other sources, which source is not a representative
of the other Party. Subject to the immediately preceding sentence, none of the
Parties nor any of their respective affiliates, directors, officers, employees
or agents will disclose the terms of the transactions contemplated hereunder at
any time, currently, or on or after the Closing Date, regardless of whether the
closing of the transactions contemplated hereunder takes place, unless compelled
to disclose by judicial or administrative process or by other requirements of
law or by the rules and regulations of, or pursuant to any agreement of a stock
exchange or trading system. The receiving Party may use the confidential
information only for the transactions contemplated hereunder. If necessary, each
Party may disclose the information obtained from other Parties to its employees,
agents, attorneys, accountants and professional advisors, in which instance such
persons and any employees or agents of such party will be advised of the
confidential nature of the terms of the transaction and will themselves be
required by such party to keep such information confidential. In the case that
the transactions contemplated hereunder are not consummated by the Outside Date
(as defined below), upon the requests of the disclosing Party, the receiving
Party shall return all originals, copies, reproductions and summaries of such
confidential information. 

ARTICLE VI     CONDITIONS 

6.1     Conditions to the Obligations of the Parties. The
obligations of all of the Parties to consummate the transactions contemplated by
this Agreement are subject to the satisfaction of all the following conditions,
unless otherwise waived by only with the written consent of the Party against
whom such waiver is sought: 

(a)     This Agreement and the transactions contemplated by this
Agreement have been approved by the Board of Directors of each of Transferor,
Target, Transferee and CNIT. 

(b)     If required by applicable Law to consummate the
transactions contemplated hereunder, the shareholders’ approval from each of the
Parties shall have been obtained. 

(c)     CNIT has taken all necessary measures to ensure that the
issuance of CNIT Shares in compliance with applicable rules and regulations
of US Securities and Exchange Commission and NASDAQ Stock Market. 

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(d)     The modification registration of Target with the competent
administration for industry and commerce has been accepted and completed. 

6.2     Further Action. After the date of this Agreement,
each of the Parties will cooperate with the others and use all commercially
reasonable efforts to take or cause to be taken all actions, and do or cause to
be done all things, necessary, proper or advisable under this Agreement to
satisfy the conditions set forth under Section 6.1. None of the Parties shall
take or cause to be taken any action to impede or prevent the satisfaction of
such conditions. 

ARTICLE VII     FORCE MAJEURE 

7.1     Force Majeure. If any Party is rendered unable,
wholly or in part by Force Majeure, to carry out its obligations under this
Agreement, such Party shall give to the other Party, prompt written notice of
the Force Majeure. Within 15 days after the occurrence of the Force Majeure
event, the affected Party shall provide detailed information of the Force
Majeure event with supporting documents issued by a notarization institute
located at the area where the Force Majeure event occurred. Parties shall then
discuss on whether to amend or terminate this Agreement. 

7.2     No Liability. Neither Party to this Agreement shall
be liable to the other Party for any delay in performing or failure to perform
any of its obligations due to events of Force Majeure. 

ARTICLE VIII     BREACH OF CONTRACT


8.1     Breach of Contract. Subject to Article 7, if any
Party breaches any of its representations, warranties or covenants under this
Agreement, or fails to perform any of its obligations under this Agreement
timely and appropriately, such breach or failure shall constitute a breach under
this Agreement and the breaching Party shall be liable for any damages caused by
such breach in accordance with applicable laws. 

8.2     Liabilities for Breach of Contract. The Party that
does not breach this Agreement shall have the right to require the breaching
Party to rectify or take remedial actions promptly after such breach, and if the
breaching Party fails to rectify its breaching activities within the agreed
period, the non-breaching Party has the right to require the breaching party to
compensate all the losses caused to the non-breaching Party, including but not
limited to, accounting expenses, financial advisor fees and legal fees in
connection with the transactions contemplated by this Agreement. 

ARTICLE IX     GOVERNING LAW AND
SETTLEMENT OF DISPUTES 

9.1     Governing Law. All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall
be governed by and construed and enforced in accordance with the laws of the
People’s Republic of China. 

9.2     Dispute Settlement. Any dispute arising out of or
relating to this Agreement shall be settled by friendly negotiation and discussion. If no
agreement is reached through friendly negotiation and discussion, the Parties
agree to irrevocably submit such dispute to Shenzhen Court of International
Arbitration for arbitration in accordance with its rules then in effect. The
award of the arbitral tribunal shall be final and binding upon the parties
thereto. 

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9.3     Continuous Performance. During the course of the
arbitral tribunal’s adjudication of the dispute, this Agreement shall continue
to be performed except with respect to the part in dispute and under
adjudication. 

ARTICLE X     MISCELLANEOUS 

10.1     Amendment, Supplement and Termination. This
Agreement may not be amended, altered or modified except by a subsequent written
document signed by all Parties. Any supplement to this Agreement shall be made
by the Parties in writing. The supplements duly executed by each Party shall be
deemed as an integral part of this Agreement. In case of any inconsistency or
conflict between this Agreement and the supplement, the supplement shall
prevail. This Agreement may be terminated prior to the Closing Date by written
agreement of the Parties. If required, such amendment or termination shall be
submitted to relevant government authorities for approval. 

10.2     Outside Closing Date. In the event that the closing
of the transactions contemplated hereunder has not occurred by a date which is
365 calendar days after the date hereof (“Outside Date”), this Agreement
shall be terminated automatically. 

10.3     Expenses. Except as otherwise expressly set forth
herein, all costs and expenses incurred in connection with this Agreement and
the transactions contemplated hereunder, including but not limited to, financial
advisor fees, legal fees and taxes, will be paid by the party incurring such
cost or expense. 

10.4     Notice. Any notice required or permitted pursuant
to this Agreement shall be given in writing and will be deemed given: (a) if
delivered personally on the date of delivery; (b) if by facsimile, on the date
that transmission is confirmed electronically; (c) if by mail, five Business
Days following the mailing date. 

10.5     Further Assurance. Each Party will execute and
deliver such documents and take such action, as may reasonably be considered
within the scope of such Party’s obligations hereunder, necessary to effectuate
the transactions contemplated by this Agreement. 

10.6     Languages and Copies. This Agreement is written in
both Chinese and English with the same legal effect, and in the event of any
discrepancies between them, the Chinese version shall prevail. This Agreement is
executed in five copies; each Party holds one copy and the remaining copies
shall be filed with relevant government authorities. Each copy has the same
legal effect. 

10.7     No Waiver. No failure or delay on the part of any
Party in exercising any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy. 

10.8     Severability. A determination by a court or other
legal authority that any
provision that is not of the essence of this Agreement is legally invalid will not affect the validity or enforceability of any other provision hereof. The Parties will cooperate in good faith to substitute (or cause such court or other legal
authority to substitute) for any provision so held to be invalid a valid provision, as alike in substance to such invalid provision as is lawful. 

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10.9     Entire Agreement.  This Agreement together with all schedules and exhibits hereto, constitute the entire agreement among the Parties and supersedes all prior agreements and understandings (oral or written) with respect to the subject
matter hereof, and no Party shall be liable or bound to any other Party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein. 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above. 

	 	TRANSFEREE: 
	 	   
	 	iASPEC Geo Information Technology Co.,
      Ltd. 
	 	   
	 	By: /s/ Jianhuai Lin 
	 	Name: Jianghuai Lin 
	 	Title: President 
	 	   
	 	    
	 	TRANSFEROR: 
	   	   
	 	Shenzhen Yunchao Software Internet Co.
      Ltd. 
	 	   
	 	By: /s/ Dongwei Gao 
	 	Name: Dongwei Gao 
	 	Title: Executive Director 
	 	    
	 	   
	 	CNIT 
	 	   
	 	China Information Technology, Inc.

	 	   
	 	By: /s/ Jianghuai Lin 
	 	Name: Jianghuai Lin 
	 	Title: Chief Executive Officer