SecProbe.io

August 15 , 2013

Via Facsimile
Jiang Huai Lin
Chief Executive Officer
China Information Technology, Inc.
21st Floor, Everbright Bank Building
Zhuzilin, Futian District
Shenzhen, Guangdong 518040

Re: China Information Technology, Inc.
 Form 20-F for the Fiscal Year Ended December 31, 2012
Filed April 22, 2013
File No. 001 -35722

Dear Mr. Lin :

We have reviewed your filing an d have the following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances o r do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.

Item 3.D. Risk Factors

Risks Related to Doing Business in China, page 12

1. As a public company, your auditor is required by law to undergo regular Public Company
Accounting Oversight Board (PCAOB) inspections to assess its compliance with U.S.
law and professional standa rds in connection with its audits of financial statements filed
with the SEC.   The PCAOB, however, is currently unable to inspect the audit work and
practices of your auditor (see
http://pcaobus.org/International/Inspections/Pages/IssuerClientsWithoutAcces sList.aspx).
As a result of this obstacle, investors in U.S. markets who rely on your auditor’s audit
reports are deprived of the benefits of PCAOB inspections of auditors.   Therefore, please

Jiang Huai Lin
China Information Technology, Inc.
August 1 5, 2013
Page 2

 state this fact under a separate risk factor heading.  Explain t hat this lack of inspection
prevents the PCAOB from regularly evaluating your auditor’s audits and its quality
control procedures.

Item 5.B. Liquidity and Capital Resources

Intercompany Transfers, page 48

2. We note your disclosure that restrictions on yo ur net assets include the conversion of
local currency into foreign currencies .  Please disclose, by respective denominations, the
amount of cash located in the PRC and subject  to restrictions, and cash located outside of
the PRC.  For entities within Chin a, disclose the amount of cash held by the VIEs
separately from the amount of cash held by other entities.  In addition, describe the costs
that would be incurred to transfer cash outside of the PRC.

Item 8. Financial Statements

Notes to the Consolidat ed Financial Statements

Note 1.  Organization and Principal Activities

Amended and Restated MSA, page F -10

3. We note that under your amended and restated Management Service Agreement your
CEO “agreed to” enter into a pledge agreement and register that agreement with the local
Administration for Industry and Commerce.  Please tell us whether that agreement has
been executed and registered and describe the material terms.

4. Additionally, please tell us and disclose in future filings the terms of each contractual
arrangement including the following:

 the duration of the contract ;
 any renewal provisions including who must consent to renewal ; and
 any termination or revocability provisions including costs to terminate and  who
must consent to terminate.

Note 2.  Summary of Significant Accounting Policies

(f) Accounts Receivable, Bills Receivable and Concentration of Risk, page  F-11

5. We note the factors that you consider in determining whether to discontinue sales or
record an allowance .  Please tell us whether these factors are also considered in
determining whether to discontinue revenue recognition for subsequent sales to a

Jiang Huai Lin
China Information Technology, Inc.
August 1 5, 2013
Page 3

 particular customer as suggested in your November 10, 2011 response to staff comment
10.

Note 3.  Variable Interest Entity, page F -17

6. We note that there are substantial uncertainties regarding the interpretation and
application of current and future PRC  laws and regulations and that if your ownership
structure and current contractual arrangements are found to be in violation of PRC laws
and regulations you may be required to restructure.  Please revise your disclosure in
future filings to include the imp act such actions may have on your ability to consolidate
your subsidiaries and affiliates  and provide us with a sample of your proposed disclosure .
Refer to  ASC 810 -10-50-2AA.

7. We note your disclosure on page F -17 regarding your belief that your contract ual
arrangements are valid and binding.  You also state in your risk factor disclosures on
page 10 that uncertainties in the PRC legal system may impede y our ability to enforce
these contractual arrangements and could materially and adversely affect your b usiness
and operations .  Please revise  your disclosure in future filings  to include a discussion of
how the PRC legal system could limit your ability to enforce the contractual
arrangements should your VIEs or its shareholders fail to perform their obligat ions under
the contractual arrangements  and provide us with a sample of your proposed
disclosure .  Refer to  ASC 810 -10-50-2AA.

8. We note that you quantify the impact of the consolidation of iASPEC on total  assets  and
liabilities , non -controlling interest and net (loss) income attributable to the company  on
page F-18.  Please expand your disclosure in future filings to present the carrying
amounts and classification of the VIE ’s assets and liabilities on a more disaggregated
basis, including the intercompan y payable to the WFOE .  Refer to ASC 810 -10-50.2AA.d
and 3.bb .

9. Additionally, please describe the recognized and unrecognized revenue -producing assets
that are held by the VIE.  These assets may include licenses, trademarks, other
intellectual property, f acilities or assembled workforce .  Refer to ASC 810 -10-50-5A.d.

Note 10.  Land Use Rights and Intangible Assets

(c) Intangible Assets, page F -21

10. In light of the fact that you recorded a $ 12 million impairment on your purchased
software and a $27 million impairment on your goodwill, tell us whether you evaluated
your intangible assets for possible impairment under ASC 360 -10-35.

Jiang Huai Lin
China Information Technology, Inc.
August 1 5, 2013
Page 4

 We urge all persons who are responsible for the accuracy a nd adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relat ing to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comme nts as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jaime John at (202) 551 -3446 if you have questions regarding
comments on the financial statements and re lated matters.  Please contact me at (202) 551 -3406
with any other questions.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief