CHINA TRANSINFO TECH (NASDAQ:CTFO)

BEIJING, October 30, 2012 /PRNewswire-FirstCall/ -- China TransInfo Technology Corp. ("China TransInfo" or the "Company") (NASDAQ: CTFO), a leading provider of comprehensive intelligent transportation system ("ITS") in Chinathrough its affiliate, China TransInfo Technology Group Co., Ltd. (the "Group Company"), today announced that, at the special meeting of stockholders of the Company held on October 29, 2012, the Company's stockholders voted, among other things, in favor of the proposal to approve the previously announced Agreement and Plan of Merger, dated as of June 8, 2012 (the "Merger Agreement"), by and among the Company, TransCloud Company Limited, aCayman Islands exempted company with limited liability ("Parent") and TransCloud Acquisition, Inc., a Nevadacorporation and a wholly owned subsidiary of Parent, ("Merger Sub"), providing for the merger of Merger Sub with and into the Company (the "merger"), with the Company surviving the merger as a wholly owned subsidiary of Parent. Approximately 75.2% of the Company's total outstanding shares of common stock voted in person or by proxy at the special meeting. Approximately 74.9% of the shares outstanding voted in favor of the proposal to approve the Merger Agreement. The proposal to approve the Merger Agreement was also approved by approximately 55.3% of the shares of common stock outstanding held by the stockholders other than Mr. Shudong Xia, Ms. Danxia Huang, Mr. Shufeng Xia, Karmen Investment Holdings Limited and SAIF Partners III, L.P., satisfying the "majority of the minority" voting requirement set forth in the Merger Agreement.

The parties currently expect to complete the merger in the last quarter of 2012, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. If completed, the proposed merger would result in the Company becoming a privately held company and its common stock would no longer be listed on the NASDAQ Global Market.

BEIJING, September 25, 2012 /PRNewswire-FirstCall/ -- China TransInfo Technology Corp. (NASDAQ: CTFO) ("China TransInfo" or the "Company"), a leading provider of comprehensive intelligent transportation system ("ITS") in China through its affiliate, China TransInfo Technology Group Co., Ltd. (the "Group Company"), today announced that it has filed with the Securities and Exchange Commission ("SEC") the definitive proxy statement in connection with the previously announced merger under the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 8, 2012, by and among TransCloud Company Limited, a Cayman Islands exempted company with limited liability and indirectly wholly owned by Mr. Shudong Xia ("Parent"), TransCloud Acquisition, Inc., a Nevada corporation and a wholly owned, direct subsidiary of Parent ("Merger Sub") and the Company, pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). If completed, the proposed merger would result in the Company becoming a privately held company and its common stock would no longer be listed on the NASDAQ Global Market. China TransInfo public stockholders will be entitled to receive $5.80 per share of Company common stock in cash, without interest.

The special meeting of stockholders ("Special Meeting") to consider and vote upon, among other things, the Merger Agreement and the Merger has been scheduled for Monday, October 29, 2012, at 10:00 a.m., Beijing time, at the Company's office at 9th Floor, Vision Building, No. 39 Xueyuanlu, Haidian District, Beijing 100191, People's Republic of China. China TransInfo stockholders of record at the close of business, New York time, on Monday, September 24, 2012, will be entitled to vote at the Special Meeting.

A special committee of the Company's board of directors ("Special Committee"), consisting entirely of independent directors, unanimously determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of the Company and its unaffiliated stockholders and recommended that the board of directors approve and declare the advisability of the Merger Agreement and the transactions contemplated thereby. The board of directors, after careful consideration and acting on the unanimous recommendation of the Special Committee, determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of the Company and its unaffiliated stockholders. The board of directors and Special Committee of China TransInfo both recommend that all China TransInfo stockholders vote "FOR" the Merger.

Second-Quarter 2012 Highlights:

• Revenues were $31.4 million, a decrease of 14.8% year over year
• Net income was $2.4 million, or $0.09 per diluted share
• Adjusted net income was $2.6 million, or $0.10 per diluted share^(*) 
• Backlog increased by $22 million to approximately $216 million
• Entered into a merger agreement with TransCloud Company Limited and TransCloud Acquisition, Inc.

"During the second-quarter, our top line growth continued to vary due to the timing of contract progress and execution, however, we signed $54 million in new contracts, and our backlog increased by 11% to approximately$216 million, indicating a stronger book of business for China TransInfo," commented Mr. Shudong Xia. "In addition, we are pleased to see a year-over-year improvement in our gross margin, owing to our cost-effective project execution initiatives intended to optimize hardware purchasing practices and labor management. We maintained solid profitability despite the lower revenue level and higher tax rate. We remain committed to growing our business alongside the favorable dynamics of China's transportation market."

Business Outlook

China TransInfo has successfully developed a commercial vehicle monitoring and control platform for the Ministry of Transport. To date, the Company has recorded more than 1.51 million vehicles registered on the platform and approximately 420,000 active users. In addition, the Company's variable interest entity, Beijing Zhangcheng Science and Technology Co., Ltd. (Palmcity), released an updated version of its Android-based Real-Time Traffic Information application with advanced features including enabling user sharing and searching of traffic information via Sina Weibo, the most popular social-networking platform in China. In addition, Palmcity officially released its iOS-based Real-Time Traffic Information application V3.1 for iPhone users on July 13, 2012.

Mr. Xia continued, "At the end of the second quarter of 2012, our sales backlog was approximately $216 million, compared to $194 million at the end of the first quarter. We signed roughly $54 million in contracts during the second quarter. For 2012, we continue to expect revenues of approximately $170 million and adjusted net income of approximately $14 million, excluding non-cash, stock-based compensation expense and amortization expense of intangibles from acquisitions."

BEIJING, June 8, 2012 /PRNewswire-Asia-FirstCall/ -- China TransInfo Technology Corp. (NASDAQ: CTFO) ("China TransInfo" or the "Company"), a leading provider of comprehensive intelligent transportation system ("ITS") in China through its affiliate, China TransInfo Technology Group Co., Ltd. (the "Group Company"), today announced that it has entered into an Agreement and Plan of Merger (the "Merger Agreement") with TransCloud Company Limited, a Cayman Islands exempted company with limited liability and indirectly wholly owned by Mr. Shudong Xia ("Parent"), TransCloud Acquisition, Inc., a Nevada corporation and a wholly owned, direct subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").

Pursuant to the terms and subject to the conditions of the Merger Agreement, each share of the common stock of the Company (a "Share") issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive US$5.80 in cash without interest (the "Merger Consideration"), except for (i) Shares held by the Company as treasury stock or owned, directly or indirectly, by Parent, Merger Sub or any wholly owned subsidiary of the Company; and (ii) Shares to be contributed to Parent by Mr. Shudong Xia and certain other stockholders of the Company (collectively, the "Rollover Stockholders") pursuant to the contribution agreements among Parent and the Rollover Stockholders immediately prior to the effective time of the Merger (the "Rollover Shares") , which will be cancelled without receiving any consideration. The Merger Consideration represents a 12.6% premium over the closing price on February 17, 2012, the last trading day prior to the Company's announcement on February 21, 2012 that it had received a "going private" proposal, and a 52.6% premium over the 90-trading day volume weighted average price as of the same date, on February 17, 2012, the last trading day prior to the Company's announcement on February 21, 2012 that it had received a "going private" proposal.

First Quarter 2012 Results

• Revenues decreased 20.7% year over year to $28.9 million 
• Net income was $2.4 million, or $0.10 per diluted share
• Adjusted net income was $2.7 million, or $0.11 per diluted share vs $0.13 in prior year period
• Backlog increased to approximately $194 million 

"Although first-quarter revenues declined year-over-year, this was primarily due to the timing of contract progress and execution, and we won nearly $58 million in new contracts in the quarter versus $13 million a year ago. Moreover, our backlog increased by 12% to approximately $194 million, indicating a stronger book of business for China TransInfo," commented Mr. Shudong Xia. "On the bottom line, we maintained solid profitability despite the lower revenue level and a higher tax rate. We remain committed to growing our business alongside the favorable dynamics of China's transportation market."

Business Outlook

China TransInfo has successfully developed a first-generation commercial vehicle monitoring and control platform for the Ministry of Transport. To date, the Company has recorded more than 1.39 million vehicles registered on the platform and approximately 491,000 active users. In addition, the Company's variable interest entity, Beijing Zhangcheng Science and Technology Co., Ltd. officially released its new pedestrian navigation product named "PalmGo" on April 26, 2012. PalmGo is an application for Android-based smartphones which guides users to reach their destination via various public transportation options including buses, subways, and by walking. Moreover, PalmGo provides public transport information, such as estimated arrival times for selected transport connections and also provides walking navigation, voice navigation, point-of-interest (POI) location, among other features.

Mr. Xia continued, "At the end of the first quarter, our sales backlog was approximately $194 million, compared to $173 million at the end of 2011. We signed roughly $57.85 million in contracts during the first quarter. For 2012, we continue to expect revenues of approximately $170 million and adjusted net income of approximately $14 million, excluding non-cash, stock-based compensation expense and amortization expense of intangibles from acquisitions."

Fourth Quarter 2011 Results

BEIJING, February 23, 2012 /PRNewswire-Asia-FirstCall/ -- China TransInfo Technology Corp. (NASDAQ: CTFO) ("China TransInfo" or the "Company"), a leading provider of comprehensive intelligent transportation systems in China through its affiliate, China TransInfo Technology Group Co., Ltd. (the "Group Company"), today announced that it has established a special committee (the "Special Committee") to consider the proposal received by its board of directors from its Chairman and Chief Executive Officer, Mr. Shudong Xia ("Mr. Xia") on February 19, 2012, and to evaluate any additional proposal that Mr. Xia may make. In that proposal, Mr. Xia stated that he intends to acquire all of the outstanding shares of common stock of China TransInfo not currently owned by him in a going private transaction. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that a transaction with Mr. Xia or any other transaction will be approved or consummated.

The Special Committee is composed of the following independent directors of the Company: Mr. Xingming Zhang, Mr. Zhongsu Chen, Mr. Dan Liu and Mr. Walter Teh Ming Kwauk. The Special Committee has elected Mr. Xingming Zhang as its chairman. The Special Committee was directed to consider any proposal made by Mr. Xia and his affiliates, if any, and the Special Committee has the authority to retain independent legal and financial advisors to assist it.

BEIJING, February 21, 2012 /PRNewswire-Asia-FirstCall/ -- China TransInfo Technology Corp. (NASDAQ: CTFO) ("China TransInfo" or the "Company"), a leading provider of comprehensive intelligent transportation systems in China through its affiliate, China TransInfo Technology Group Co., Ltd. (the "Group Company"), today announced that its Board of Directors has received a preliminary, non-binding proposal from its Chairman and Chief Executive Officer, Mr. Shudong Xia ("Mr. Xia"), which stated that Mr. Xia intends to acquire all of the outstanding shares of the Company's common stock not currently owned by him in a going private transaction at a proposed price of $5.65 per share in cash. According to the proposal letter, the acquisition is intended to be financed with a combination of debt financing and equity financing. Mr. Xia currently beneficially owns approximately 27.8% of the Company's common stock.

The Company's Board of Directors intends to form a special committee of independent directors to consider this proposal and any additional proposal that may be made by Mr. Xia and his affiliates, if any. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that a transaction with Mr. Xia or any other transaction will be approved or consummated.

Third Quarter 2011 Results

On June 30, 2011, Division Four of BDO China Li Xin Da Hua CPA Co., Ltd. (“BDO Li Xin”), the independent registered public accounting firm of China TransInfo Technology Corp. (the “Company”), joined BDO China Shu Lun Pan Certified Public Accountants LLP (“BDO Shu Lun Pan”), another BDO International Member Firm headquartered in Shanghai as employees of BDO Shu Lun Pan. Division Four of BDO Li Xin provided auditing and other professional services to the Company after BDO Li Xin was appointed as the Company’s independent registered public accounting firm in 2009. Accordingly, and solely as a result of this, effective June 30, 2011, the Company dismissed BDO Li Xin as the independent registered public accounting firm of the Company and appointed BDO Shu Lun Pan as the Company’s independent registered public accounting firm. This change in the Company independent registered public accounting firm was approved by the Company’s Audit Committee on June 30, 2011.

BDO Li Xin’s reports on the Company’s financial statements as of and for the fiscal years ended December 31, 2010 and 2009 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company’s two most recent fiscal years ended December 31, 2010 and 2009 and during the subsequent interim period through June 30, 2011, there were (1) no disagreements with BDO Li Xin on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of BDO Li Xin, would have caused BDO Li Xin to make reference to the subject matter of the disagreements in connection with its reports, and (2) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.

During the Company’s two most recent fiscal years ended December 31, 2010 and 2009 and through the subsequent interim period to June 30, 2011, the Company did not consult BDO Shu Lun Pan with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report was provided to the Company or oral advice was provided that BDO Shu Lun Pan concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was the subject of either a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided BDO Li Xin with a copy of this disclosure on June 30, 2011, providing BDO Li Xin with the opportunity to furnish the Company with a letter addressed to the Securities and Exchange Commission containing any new information, clarification of the Company's expression of its views, or the respect in which BDO Li Xin does not agree with the statements contained herein. A letter from BDO Li Xin dated July 7, 2011 is attached as Exhibit 16.1 to this current report.

BEIJING, June 21, 2011 /PRNewswire-Asia-FirstCall/ -- China TransInfo Technology Corp. (NASDAQ: CTFO) ("China TransInfo" or the "Company"), a leading provider of comprehensive intelligent transportation solutions ("ITS") in China through its affiliate, China TransInfo Technology Group Co., Ltd. (the "Group Company"), today announced that Mr. Shudong Xia, the Company's Chairman and Chief Executive Officer, intends to make an additional purchase of up to $3 million of the Company's common shares in open-market transactions during the next twelve months, after having already purchased $2 million worth of stock year-to-date.

"Our stock price has recently declined dramatically, although we have seen no change in the fundamentals of our business or our markets.  This decline has made our company's shares significantly undervalued, in my opinion," said Mr. Shudong Xia, China TransInfo's Chairman and Chief Executive Officer. "Therefore, I intend to invest my own funds to purchase additional shares of our Company's stock, as an indication of my confidence in our Company as well as of my strong belief in the value of our shares."

The share purchases will be made in a manner consistent with China TransInfo's stock-trading policy and relevant securities laws.

BEIJING, June 13, 2011 /PRNewswire-Asia/ -- China TransInfo Technology Corp. (NASDAQ: CTFO) ("China TransInfo" or the "Company"), a leading provider of comprehensive intelligent transportation solutions ("ITS") in China through its affiliate, China TransInfo Technology Group Co., Ltd. (the "Group Company"), today announced that the Company was awarded an RMB 20 million (approximately $3.0 million) contract to design and construct the Integrated Transportation Command & Control Center System (Phase I) (the "System") in Shenzhen.　

The System will be built utilizing advanced telecommunication and IT technology based on data provided by the Transport Committee of Shenzhen City. In accordance with the contract, China TransInfo shall design and develop a software solution for this system, including six sub-systems: screen sub-system, audio sub-system, call center sub-system, digital conference sub-system, traffic data input, process and analysis sub-system, and traffic monitoring sub-system. The project is expected to be completed by the end of July 2011. As of the end of 2010, Shenzhen City had a population of over 10.4 million people and 1.7 million civilian vehicles.

"We are very proud to win the project to construct the Shenzhen Integrated Transportation Command & Control Center System. This project is our first step into the large Shenzhen market and also illustrates our strength in core technologies and leading products," said Mr. Shudong Xia, Chairman and Chief Executive Officer of China TransInfo. "The Ministry of Transport is committed to building a comprehensive and efficient transport monitoring network during the Twelfth Five-year Plan and to further facilitating the development of transport information practical applications. With our technology advantage, leading brand and market position, our core business is well positioned for success. The Twelfth Five-Year Plan provides the intelligent transportation industry with a great market opportunity, which we plan to capitalize on to increase our market share and maintain our leading position in the industry."

First Quarter Results:

• Revenue increased 46.7% year-over-year to $36.5 million
• Gross profit increased 21.8% year-over-year to $10.4 million
• Operating income increased 11.1% year-over-year to $4.1 million
• Net income increased 68.7% year-over-year to $3.0 million
• Earnings per share increased 54.2% to $0.12
• Adjusted net income, which excludes non-cash stock based compensation expense of $0.3 million and amortization expense of intangibles from acquisitions of $0.05 million, increased 49.5% year-over-year to $3.3 million, or $0.13 per diluted share*

"We are pleased with our first quarter results as we achieved strong increases in revenue, net income and earnings per share," commented by Mr. Shudong Xia, Chairman and Chief Executive Officer. "We continue to see very positive market trends in our industry as the government sector in China moves forward with its plans to build more roads and increase intelligent transportation system spending to improve transportation efficiency.  At this stage of the market's development, we believe it is strategically important for us to focus on maximizing market share and consolidating our leadership position in the industry.  As a result, and as is reflected in our first quarter financial results, in many cases we have pursued new contracts aggressively even if it meant a lower margin contribution.  As the ITS industry evolves and matures, we believe that there will be substantial new businesses opportunities addressing users of the ITS infrastructure. The commercial vehicle LBS business is a good example: an increasing portion of the new businesses will be represented by the companies with dominant positions in industry. "  

Mr. Xia commented, "At the end of the first quarter, our sales backlog was $183 million compared to $212 million at the year end of 2010. The first quarter is normally our slowest season as the Chinese New Year and other government conferences delay new bidding processes for ITS projects.   It is also typically a negative cash flow quarter, since we increase spending on project bids, fees and other related expenses, whereas receivables collection is normally more active in the latter part of the year.  Following the seasonal pattern of our business, as the year progresses we expect our cash flow to turn positive and our contract awards to pick up.  For fiscal 2011, we continue to expect revenue of between $151 million and $159 million and adjusted net income of between $20 million and $24 million.  Adjusted net income excludes non-cash stock based compensation expense and amortization expense of intangibles from acquisitions."  

Fourth Quarter Results:

• Revenue increased 36.3% year-over-year to $38.8 million
• Gross profit increased 37.4% year-over-year to $13.8 million
• Operating income increased 27.7% year-over-year to $6.6 million
• Net income increased 23.1% year-over-year to $5.8 million, or $0.23 per diluted share
• Adjusted net income, which excludes non-cash stock based compensation expense of $(0.1) million and amortization expense of intangibles from acquisitions of $0.05 million, increased 12.9% year-over-year to $5.8 million, or $0.23 per diluted share

"Our strong increase in sales in 2010 underscores the growing recognition of our brand name and technology in China as well as our successful integration of UNISITS," commented by Mr. Shudong Xia, Chairman and Chief Executive Officer. "During 2010, we have introduced several new products and solutions to the market and we were able to secure over 180 new contract wins from both new and existing clients.  We continue to successfully market and sell our products and services to the highway and urban intelligent transportation system markets within the public sector in China and our total backlog as of year-end 2010 reached $212 million, an increase of 202.9% from year-end 2009 and 92.7% from the end of the third quarter of 2009.  In addition to continuing to penetrate our existing markets, we believe that we can leverage on our extensive experience and capabilities in ITS markets to widen our scope of products and services to include commercial and consumer application services."

China TransInfo's sales backlog increased 92.7% to $ 212 million as of December 31, 2010, from $110 million as of September 30, 2010. The Company expects sustainable gross margins in the ITS business. Over time, the Company expects to see a gradual improvement in its gross margin performance driven by extension of its product lines into the recurring revenue service markets. For fiscal 2011, China TransInfo expects revenue of between $151 million and $159 million and non-GAAP net income of between $20 million and $24 million. Non-GAAP net income excludes non-cash stock based compensation expense and amortization expense of intangibles from acquisitions.

Mr. Xia concluded, "Based on our successful track record and reputation, we believe there are significant opportunities to grow revenue from our existing clients by winning follow-on contracts for subsequent phases of project implementation, and by capitalizing on our first mover advantage and the higher cost for customers to switch to other vendors.  We expect to provide additional value-added services and add-ins to our current platform through continuous research and development, enhancement of our product and service offerings and maintenance of our technological leadership position in our core areas of focus.  Our goal is to become the largest provider of intelligent transportation system products and related comprehensive technology solutions in China, as well as a major operator and provider of value-added intelligent transportation systems and location-based services to commercial clients and consumers in China."

BEIJING, Feb. 22, 2011 /PRNewswire-Asia-FirstCall/ -- China TransInfo Technology Corp.  today announced preliminary, unaudited financial results for the full year ended December 31, 2010.

China TransInfo expects

• revenue for the year ended December 31, 2010 of approximately $120 to $122 million, an increase of 88% to 92% from 2009, compared to guidance of $120 million that was provided on November 12, 2010.

• adjusted net income for the year ended December 31, 2010 of approximately $16.6 to $16.9 million, an increase of 22% to 24% from 2009, compared to guidance of $16.5 million. Adjusted net income excludes non-cash, stock-based compensation expense and amortization expense of intangibles from acquisitions. The Company expects to report audited GAAP and non-GAAP results in March 2011.

CTFO to benefit from new government initiatives:

"On December 23, 2010, the Beijing government unveiled new measures to ease the city's increasingly severe traffic congestion. According to the new regulations, Beijing will strengthen the role of traffic information and services to counter traffic congestion and smooth traffic flow. The Commercial Operation Center is expected to help alleviate the city's mounting urban transportation issues and foster the development of the market for consumer-oriented traffic information services."

China TransInfo Technology Corp. today announced that the Group Company's subsidiary, Beijing Zhangcheng Science and Technology Co., Ltd. ("Beijing Zhangcheng"), has signed a contract with the Beijing Transportation Information Center to develop a commercial operation center to provide dynamic traffic-information services to drivers in Beijing. The contract is valued at RMB 6.2 million (approximately $0.9 million) and will be classified within the Company's traffic information service business.

According to the contract, the Commercial Operation Center will include: the traffic information-service distribution platform, a customized commuting-service demonstration system, and the launch of 500 interactive dynamic navigation terminals, which are expected to be completed by the end of 2011. The contract also includes the provision of two-years of traffic-information service via the 500 terminals starting in 2011. After two years' time, Beijing Zhangcheng will continue to provide traffic-information services at market price.

"We're very delighted to participate in the construction of the Commercial Operation Center, especially to provide terminal-based traffic information services," said Mr. Shudong Xia, Chairman and Chief Executive Officer of China TransInfo. "Our selection is a strong validation of our technology and service capabilities. The government's increased investment in traffic information services will continue to support the development of our industry."

"Since Beijing Zhangcheng's related platform, system and terminals have almost been finalized and meet the requirements of the Commercial Operation Center, we estimate that this contract can achieve 80% gross margins. In addition, the launch of 500 terminals represents the beginning of our offering paid traffic-information services in the Beijing market. The 500 interactive navigation terminals will also comprise a data source, which we will use to further improve the quality of our traffic-information service."

Third Quarter 2010 Highlights

• Revenue increased 82.8% year-over-year to $35.0 million

• Gross profit increased 43.7% year-over-year to$10.6 million

• Operating income increased 20.9% year-over-year to $5.1 million

• Net income increased 6.9% year-over-year to$4.3 million, or $0.17 per diluted share

• Adjusted net income, which excludes non-cash stock based compensation expense of $416,278and amortization expense of intangibles from acquisitions of $47,482, increased 16.4% year-over-year to $4.7 million, or $0.19 per diluted share vs. $0.18.

• The Company was awarded electronic toll collection ("ETC") contracts totaling RMB 44.6 million (approximately $6.7 million) in Shanxi Province, Shandong Province and Sichuan Province

On October 21, 2010, China TransInfo Technology Group Co., Ltd. (the “Group Company”), a variable interest entity of China TransInfo Technology Corp., entered into a registered capital contribution agreement with Beijing Marine Communication & Information Co., Ltd.  and Zhongyuan Credit Guarantee Co., Ltd. whereby Zhongyuan Credit agreed, within 20 business days following the date of the Contribution Agreement, to contribute RMB 30 million (approximately $4.38 million) in cash into the Group Company’s majority-owned subsidiary, China TranWiseway Information Technology Co., Ltd. in exchange for a 30% equity interest in China TranWiseway. Following this transaction, the Group Company will retain a 55% majority ownership of China TranWiseway while Beijing Marine and Zhongyuan Credit will own 15% and 30% equity interest in China TranWiseway, respectively.

On October 19, 2010, China TransInfo Technology Group Co., Ltd. , a variable interest entity of China TransInfo Technology Corp., entered into a registered capital contribution agreement with Beijing Shiji Yingli Science and Technology Co., Ltd.  whereby Shiji Yingli agreed, within 15 business days following the date of the Contribution Agreement, to contribute RMB 9.6 million (approximately $1.4 million) in cash and RMB 44.6 million (approximately $6.6 million) in intangible assets (mostly technology and intellectual property owned by Shiji Yingli) into the Group Company’s wholly owned subsidiary, Beijing Zhangcheng Science and Technology Co., Ltd. in exchange for a 49% equity interest in Beijing Zhangcheng. Following this transaction, the Group Company will retain a 51% majority ownership of Beijing Zhangcheng while Shiji Yingli will own the rest 49% equity interest.

Second Quarter 2010 Results:

• Revenue increased 151.1% to $24.0 million from $9.6 millionin the comparable period of 2009.
  
• Net income attributable to the Company increased 28.9% to $3.6 million, or $0.14 per diluted share, as compared to $2.8 million, or $0.13 per diluted share, in the same period of 2009. Adjusted net income attributable to the Company.
  
• Excluding non-cash stock based compensation expense and amortization expense of intangibles from acquisitions, increased 41.9% to $4.1 million, or $0.16 per diluted share, as compared to $2.9 million, or $0.13 per diluted share, in the comparable period of 2009. Weighted average diluted shares outstanding increased to 25.1 million shares, from 22.4 million shares in the second quarter of 2009.

"There are vast business opportunities available in China's transportation information industry, due in large part to the government's emphasis on leveraging technology to manage the country's overwhelming traffic flow. The acquisition of UNISITS further strengthens our leading position in the Intelligent Transportation Systems (ITS) market and we look forward to increasing penetration in the highway segment while consolidating our foothold in the urban transportation market," commented Mr. Xia. "Our new fleet management business represents a largely untapped commercial market that enjoys strong support from the government. We believe we are well positioned to emerge as a major player in this evolving market."

For fiscal 2010, the Company reaffirms its previous guidance for revenue of approximately $120 million and adjusted net income of approximately $18 million.

 Historically, the Company sees lower sales during the first half than the second half of the year due to governmental seasonal budgeting activities.

Added to the GeoBargain list on August 12, 2009 @ $5.67

Catalyst: Strong guidance; Low valuation.

Peak performance: Reached a high of $12.90 on Oct. 12, 2009

Current Price: $6.84

Current road block: Issued net income guidance, but no EPS guidance; EPS is forecast to grow less than 30% for the 2010 June quarter; Cash Flow from operation for the 2010 first quarter was negative $10.2 million; Increase in account receivables.

From an EPS point of view, except for the 2010 & 2011 June quarters, CTFO is forecast to meet our 30.0% minimum growth requirement.

• June 2010 quarterly EPS estimate: $0.12 vs. $0.13 in 2009
• June 2011 quarterly EPS estimate: $0.11 vs. $0.12 in 2010 estimate.

The pressing issues are the company’s negative cash flow and increasing accounts receivable positions.

"Net cash used in operating activities was approximately $10.20 million for the three-month period ended March 31, 2010, while for the same period of 2009, we had approximately $3.96 million net cash used in operating activities. The increase of the cash used in operating activities was mainly attributable to the increase of accounts receivable, which was mainly due to the increase in sales and slow seasonal collections during the first quarter of 2010. We also experienced the increase in other receivable, which consists mainly of contract bidding and performance bonds that we put into escrow accounts set up by our customers for contract bidding and performance purposes. Such increases were in correlation to the increase of our sales and also negatively impacted our cash from operations. We also had the decrease in accounts payable and billings in excess of costs and estimated earnings on uncompleted contracts, which also negatively impacted the cash flow from operations for the three months ended March 31, 2010 compared to the same period of 2009."

We are not sure how much of an issue is created by the negative cash flow position. In 2009, the company ended up with positive $8.8 million operating cash flow, after being negative $2.4 million for the first nine months.

The real issue is one of timing: Will the company�s cash flow inconsistencies enable it to sustain growth initiatives during times of cash flow pressure and necessitate a capital raise? (note: as of the 2010 first quarter the company cash stood at $25.8 million, which could help mitigate cashflow concerns.)

According to the company liquidity is sufficient:

"We believe that our current cash and cash equivalents and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures for at least the next 12 months. We may, however, require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue."

The company also recently secured a loan agreement:

"On June 21, 2010, Beijing PKU Chinafront High Technology Co., ("Beijing PKU") a variable interest entity of China TransInfo Technology Corp. entered into a short-term loan agreement with Bank of Beijing, Zhongguancun Branch ("Bank of Beijing"), pursuant to which Bank of Beijing has agreed to loan to the Beijing PKU RMB 30,000,000 (approximately $4,400,000) as working capital."

Still, investors must realize that the cash flow and accounts receivable situation may limit P/E expansion.

Our intent over the short-term is to build a check list to assess the risk position of firms in the ChinaHybrid space. For the time being this will consist of the following: (this list is likely to grow substantially)

-Is the company's auditor ranked in the top 100?
-Is the auditor located in the USA? If located in China the PCAOB (Public Company Oversight Board) may be denied access to investigate the practices of the auditing firm. Short sellers have been using this information as a tool to validate their opinions.
-Are the company's internal controls satisfactory?
-Are their any outstanding legal issues?
-Do the company's top ten customers represent less than 10% of revenues?
- Operating cash flow divided by current liabilities is greater than one. The higher the better.
- Cash divided by current liabilities. This is an the most conservative liquidity ratio. The higher the better
- Is the company buying back stock?
- Chinese filings match respective SEC filings.(In process)

GeoTeam Note:

Short term and risk adverse investors should be aware of the quality issues currently present in the ChinaHybrid Space, questioning the validity of what seem like solid fundamental stories. It is beginning to get ugly so be cautious and understand that more pain may have to be endured, as ChinaHybrids are easy prey for short investors. The broad stereotype that is being applied to these stocks appears unfair, but we can’t ignore the psychological impact this can have on investors’ portfolio decisions. If history is our guide, fear will eventually create an immense opportunity to invest in the companies that prove they can meet quality litmus tests and enact shareholder friendly moves. Credibility can also be restored if independent legal/SEC opinions validate accounting practices currently in question.

We have yet to verify if the Chinese filings for ChinaHybrid stocks we monitor match respective SEC filings. We are in the process of completing this task.  Conservative investors may want to limit exposure or buy put options on stocks that have this availability as insurance against long positions, until we publish our findings.  Odds are we will identify some promising companies that will fail this litmus test.

"During the first quarter of 2010, we continued to experience strong demand for our innovative solutions for traffic management," commented Mr. Shudong Xia, Chief Executive Officer of China TransInfo. "As a result, revenue more than tripled and adjusted net income increased almost 50% year over year. Our $10 million equity financing from SAIF Partners enabled us to acquire the majority stake in UNISITS. This is a significant acquisition for us, which solidifies our strategic commitment to gain market share in the expressway market and expand our geographic penetration."

"We continue to be optimistic about our business opportunities in China's transportation information industry, where we clearly benefit from our first mover advantage in an industry with few major players," commented Mr. Xia. "With the debut of the IC System, the launch of our Fleet Management Service business, and our participation in the National Highway Information Grid, we have leveraged major synergies from our acquisition of UNISITS. We believe the Company will sustain its strong growth through recurring revenue streams from diverse products and services."

For fiscal 2010, the Company reaffirms its previous guidance for:

• Revenue of approximately $120 million
• Adjusted net income of approximately $18 million.

"In addition to launching our TransPLE and real-time traffic website, we recently added our mobile phone application, Palmcity Live-Traffic, to China Telecom's Surfing Space AppMarket. As a result, we are well-positioned to benefit from China's rapidly developing transportation infrastructure and growth in private vehicle ownership. As of September 30, 2009 our contract backlog was approximately $60 million, which we believe will enable us to meet our financial goals for 2009. In addition, we are very pleased with our controlling position in UNISITS, which is expected to further expand our footprint in the transportation systems market in China," commented Mr. Xia.

^a The above forecasts reflect the Company's current and preliminary views and are therefore subject to change. Please refer to the Company's Safe Harbor Statement (usually in press releases) for the factors that could cause actual results to differ materially from those contained in any forward-looking statement.

'We are pleased to report another quarter with strong revenue and net income growth, resulting from our continued business expansion and increased market share gains. Thanks to China's RMB 4 trillion (approximately $586 billion) economic stimulus plan, China has experienced tremendous growth in transportation-related infrastructure projects since the beginning of 2009, which is feeding demand for our solutions in order to successfully manage the development and operations of transportation systems,' said Mr. Shudong Xia, Chief Executive Officer of China TransInfo.

^a The above forecasts reflect the Company's current and preliminary views and are therefore subject to change. Please refer to the Company's Safe Harbor Statement (usually in press releases) for the factors that could cause actual results to differ materially from those contained in any forward-looking statement.

China Transinfo reaffirmed guidance in its  2009 first quarter earnings release.

'The Chinese government's determination to develop a modern, nationwide transportation infrastructure has given us tremendous growth opportunities. At China TransInfo, we are dedicated to becoming the leading transportation information solution and application provider in terms of both business scale and technology. We will continue working on the development of cutting edge technologies to ensure our products are the most sophisticated on the market,' commented Mr. Xia. 'As we continue to expand our transportation business, we were encouraged to see that 10 of our products and services were included on the Beijing Municipal Government's most recent procurement list, up from five last year. We view the steady stream of repeat business to be one of the strongest endorsements of the quality of our offerings.'

For the fiscal year ending December 31, 2009, China TransInfo is reaffirming its previously stated guidance of approximately $45.0 million in revenues and net income of approximately $13.0 million.

Guidance Report:

 "As we step into 2009, the domestic and international business environment has seen dramatic changes compared to last year. However, we believe that the market for our products and services offers tremendous growth potential going forward. The aggressive $586 billion (RMB 4 trillion) economic stimulus plan initiated by the Chinese central government will likely act as a catalyst toward the development of the transportation information industry in China," said Mr. Xia. "As a result, we are confident that 2009 will bring another year of continued growth. We plan to increase emphasis on technology research and development in 2009 to maintain our leadership position in the market over the long term. In addition, we intend to build on the series of acquisitions we made in 2008, further expand our business and improve our brand recognition on a nationwide basis."

^a The above forecasts reflect the Company's current and preliminary view and are therefore subject to change. Please refer to the Company's Safe Harbor Statement (usually in press releases) for the factors that could cause actual results to differ materially from those contained in any forward-looking statement.

^b The company did not provide EPS guidance. The GeoTeam® used the 2008 year ending outstanding share count of 22,328,782 to derive an implied EPS number.

For the fiscal year ending December 31, 2008, China TransInfo reaffirms its guidance of approximately $30.0 million in revenues and approximately $11.0 million in net income.

 'While most of the major global economies have suffered from significant downturns recently, however, according to the latest government estimates, China will maintain a positive rate of growth. Along with its continuing economic expansion, especially the recently announced $586 billion (RMB 4 trillion) economic stimulus plan, China will emphasize the development of its infrastructure on a nationwide basis. The country's rapid urbanization has been accompanied by dramatic increases in private car ownership, necessitating the development of more advanced GIS-based transportation solutions. Our advanced GIS technologies, strong links to government agencies, and our recent $15 million financing will allow China TransInfo to more effectively take advantage of all potential opportunities in this area,' stated Mr. Shudong Xia, the Company's CEO. 'We are particularly excited about the progress of our taxi media platform in Urumqi and Huhhot. In addition, our recent acquisitions of Dajian Zhitong and Shanghai Yootu will furnish us with new tools to further enhance our taxi media and real time transportation business.'  

Source: PR Newswire (November 12, 2008)