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

CHINA INFORMATION TECHNOLOGY, INC.
21st
Floor, Everbright Bank Building
Zhuzilin, Futian District
Shenzhen,
Guangdong, 518040
People’s Republic of China
Tel: (+86) 755 8370 8333

September 18, 2013

By EDGAR Transmission
Ms. Jaime
John
Division of Corporation Finance
U.S. Securities and Exchange
Commission
100 F Street, N.E.
Washington, DC 20549

    Re:
    China Information Technology, Inc.

    Form 20-F for Fiscal Year Ended December 31,
      2012

    Filed April 22, 2013

    File No. 001-35722

Dear Ms. John:

We hereby submit the responses of China Information Technology,
Inc. (the “Company”), to the comments of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) set forth in the Staff’s
letter, dated August 15, 2013, providing the Staff’s comments with respect to
the above-referenced annual report on Form 20-F for the fiscal year ended
December 31, 2012 (the “Form 20-F”).

For the convenience of the Staff, each of the Staff’s comments
is included and is followed by the corresponding response of the Company. Unless
the context indicates otherwise, references in this letter to “we,” “us” and
“our” refer to the Company on a consolidated basis.

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 standards 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/IssuerClientsWithoutAccessList.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 state this fact under a separate risk factor
heading. Explain that this lack of inspection prevents the PCAOB from regularly
evaluating your auditor’s audits and its quality control procedures.

Response: We respectfully advise the Staff
that our current auditor is GHP Horwath, P.C. (“GHP”). GHP audited our
consolidated financial statements as of and for the years ended December 31,
2012 and 2011. The website noted in the comment lists neither our Company’s name
nor GHP’s. GHP's office is located in Denver, Colorado. We have confirmed with
GHP that the PCAOB has been making regular inspections and evaluating GHP’s
audit work and practices since 2004.

We understand that BDO Limited (Hong Kong), the auditor of our
consolidated financial statements as of and for the year ended December 31,
2010, is registered with the PCAOB and that the PCAOB is currently unable to inspect the audit work and practices of this firm. As our
current auditor, GHP, is subject to PCAOB inspection, and as our Form 20-F for
the year ending December 31, 2013 will not include the audit report of BDO
Limited (Hong Kong), we do not believe that investors in U.S. markets who rely
on the reports of our current auditor, GHP, are deprived of the benefits of
having PCAOB inspections.

Division of Corporation Finance
September 18, 2013
Page
2

On a going forward basis, if the facts and circumstances
change, we will address such matters as requested by the Staff in this comment.

Item 5.B. Liquidity and Capital Resources

Intercompany Transfers, page 48

2. We note your disclosure that restrictions on your 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 China, 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.
Response: As of December 31, 2012, the breakdown of our
cash and cash equivalents (including restricted cash) was as follows:

    Cash located outside of the PRC
    $
     295,213

    Cash held by VIEs

    6,850,610

    Cash held by other entities located in PRC
      (except VIEs noted above)

    13,949,190

    $
     21,095,013

We do not believe there would be any material costs incurred by
our company to transfer cash outside of the PRC. In addition, as our operations
are principally based in China, our non-PRC consolidated entities do not incur
material cash obligations. If the nature of our non-PRC consolidated entities’
businesses change in the future resulting in a need for material cash transfers
to them, we will assess the feasibility and plan any transfer in accordance with
foreign exchange regulations, taking into account tax consequences. Any company
which is registered in mainland China must apply to the State Administration of
Foreign Exchange for approval in order to remit foreign currency to any foreign
country and must comply with PRC’s statutory reserve requirement as disclosed in
Item 3 Key Information – D. Risk Factor of the Form 20-F. As we conduct all of
our operations in China, we do not believe that the inability to convert cash
and short-term investments held in RMB to other currencies will materially
affect our liquidity.

Item 8. Financial Statements

Notes to the Consolidated Financial Statements Note 1.
Organization and Principal Activities Amended and Restated MSA, page
F-10

Division of Corporation Finance

September 18, 2013

Page 3

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.

Response: After the Amended and Restated Management Service Agreement (the “Amended and Restated MSA”) was executed, based on the advice of the Company’s PRC legal counsel, all the parties to the agreement
decided not to enter into a pledge agreement. The Company’s PRC legal counsel advised the parties that pledging all equity interests in iASPEC by its shareholder to IST, a wholly foreign-owned enterprise existing under PRC laws, and
registering such pledge with the local Administration for Industry and Commerce could impair iASPEC’s PRC domestic company status and its ability to maintain its requisite government licenses and execute government projects.

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.

Response:

(1) Amended and Restated Management Service Agreement

The Amended and Restated MSA was entered into as of December 13, 2009, by and among Information Security Technology (China) Co., Ltd., an indirectly wholly-owned subsidiary of the Company (“IST”), iASPEC Software Company Limited, a
limited liability Chinese company (“iASPEC”) and iASPEC’s sole shareholder, Mr. Jiang Huai Lin (“Mr. Lin”). The Amended and Restated MSA amended certain terms of the original Management Service Agreement which became
effective on July 1, 2007 and has a term of 30 years unless otherwise earlier terminated by the parties by one of the following means:

Either iASPEC or IST may terminate the Amended and Restated MSA immediately (a) upon the material breach by the other of its obligations and the failure of such party to cure such breach within 30 working days after written notice from the
non-breaching party; or (b) upon the filing of a voluntary or involuntary petition in bankruptcy by the other or of which the other is the subject, or the insolvency of the other, or the commencement of any proceedings placing the other in
receivership, or of any assignment by the other for the benefit of creditors; or

The Amended and Restated MSA may be terminated at any time by IST upon 90 calendar days’ written notice delivered to all other parties.

Upon any effective date of any termination of the Amended and Restated MSA: (a) IST will cease providing management services to iASPEC; (ii) IST will deliver to iASPEC all chops and seals of iASPEC; (iii) IST will deliver to iASPEC all of the
financial and other books and records of iASPEC, including any and all permits, licenses, certificates and other proprietary and operational documents and instruments; (iv) the senior managers who are recommended by IST and elected as directors of
iASPEC will resign from the Board of Directors of iASPEC in a lawful way; and (v) the software license that iASPEC granted to IST according to
the Amended and Restated MSA will terminate unless otherwise agreed by the parties.  In addition, any amounts owing from any party to any other party on the effective date of any termination under the terms of the Amended and Restated MSA will
continue to be due and owing despite such termination.

Division of Corporation Finance

September 18, 2013

Page 4

The Amended and Restated MSA does not have renewal provisions.  We expect that the parties to the Amended and Restated MSA will negotiate to extend the term of the agreement before its expiration.

(2) Purchase Option Agreement

On July 1, 2007, in connection with the execution of the original Management Service Agreement, IST entered into a purchase option agreement (the "Option Agreement") with iASPEC and the then shareholders of iASPEC. The Option Agreement will
terminate on the date IST exercises its purchase option and acquires all the shares or assets of iASPEC pursuant to the terms of the Option Agreement. The Option Agreement may be rescinded by IST upon 30 days’ notice without costs to
terminate. The Option Agreement does not have renewal provisions.

(3) Equity Transfer Agreement

On July 1, 2008, Mr. Jiang Huai Lin entered into an equity transfer agreement (the "Equity Transfer Agreement") with Mr. Jin Zhu Cai ("Mr. Cai"), the then owner of a 24% minority interest (the “Minority Interest”) in iASPEC, pursuant to
which Mr. Lin purchased the Minority Interest from Mr. Cai for a total consideration of RMB60 million (approximately $8.72 million).  The transaction was closed in September 2008 and as a result, Mr. Lin became the sole owner of iASPEC.

We will also disclose the requested information above in our future filings. 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 particular customer as suggested in your November 10, 2011 response to staff comment 10.

Response: Yes, we also considered these factors in determining whether to discontinue revenue recognition for subsequent sales to a particular customer.

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 impact 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.

Division of Corporation Finance

September 18, 2013

Page 5

Response: We are not aware of any existing PRC laws or regulations for which our ownership structure and contractual arrangements could be determined to be in violation. The Company has also considered the PRC Regulation of the
Ministry of Commerce on Implementation of the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “Regulation”), which came into effect on September 1, 2011. Based on our review, the
Regulation does not affect our conclusion because it expressly applies to pending transactions only, not transactions that had already been consummated prior to its promulgation as in our case.  Refer to our response to comment #7 below for our
proposed disclosure in future filings.

7. We note your disclosure on page F-17 regarding your belief that your contractual 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 your ability
to enforce these contractual arrangements and could materially and adversely affect your business 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 obligations under the contractual arrangements and provide us with a sample of your proposed disclosure. Refer to ASC 810-10-50-2AA.

Response: We intend to revise the disclosure in our future filings to address the Staff’s comments in #6 and #7 as follows:

The Company is the primary beneficiary of iASPEC, pursuant to the MSA, and iASPEC qualifies as a variable interest entity of the Company subject to consolidation. Accordingly, the assets and liabilities and revenues and expenses of iASPEC have been
included in the accompanying consolidated financial statements. In the opinion of management, (i) the ownership structure of the Company, and the VIEs are in compliance with existing PRC laws and regulations; (ii) the contractual arrangements with
the VIEs and its shareholder are valid and binding, and do not result in any violation of PRC laws or regulations currently in effect; and (iii) the Company’s business operations are in compliance with existing PRC laws and regulations in all
material respects.

However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. China’s legal system is a civil law system based on written statutes and unlike common law systems, it is
a system in which decided legal cases have little value as precedent. As a result, China’s administrative and judicial authorities have significant discretion in interpreting and implementing statutory and contractual terms, and it may be more
difficult to evaluate the outcome of administrative and judicial proceedings and the level of legal protection available than in more developed legal systems. Accordingly, the Company cannot be assured that PRC regulatory authorities will not
ultimately take a contrary view to its opinion with respect to the contractual arrangements with its VIEs. Because all of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the
PRC, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. If the VIEs or their respective shareholders fail to perform their respective obligations under the
contractual arrangements of which they are a party, the Company may have to incur substantial costs and resources to enforce its rights under the contracts and rely on legal remedies under PRC law, which may not be sufficient or effective.  Under
PRC law, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, and the prevailing parties may only enforce the arbitration awards in PRC courts through arbitratio