CTDC China Technology Development Grp. Corp. (MM)

FRAMEWORK AGREEMENT WITH GCL-POLY INVESTMENT LIMITED AND CHINA MERCHANTS NEW
ENERGY GROUP LIMITED
On January 16, 2012, China Technology Development Group Corporation (Nasdaq:
CTDC; “we” or "the Company") entered into a Framework Agreement with GCL-Poly
Investment Limited (“GCL”) and China Merchants New Energy Group Limited (“CMNE”)
to set out their intentions and plans to cooperate on development of roof-top
solar power plants and systems in the USA and China (the “Framework Agreement”).


Pursuant to the Framework Agreement, among other things, CTDC, GCL and CMNE will
restructure Sinofield Group Limited (“Sinofield”), CTDC’s wholly-owned
subsidiary, as a platform to realize their cooperation on roof-top solar plants
in China. GCL will subscribe and purchase newly issued shares of Sinofield in
consideration for HK$48 million in cash, and it is expected that GCL will become
a 20% shareholder of Sinofield upon closing of the transaction. CMNE will
acquire newly issued shares of Sinofield in consideration for contributing
exclusive rights to develop at least 180 MW roof-top solar plants in China (the
“Exclusive Development Rights”), and it is expected that CMNE will become a 55%
shareholder of Sinofield upon closing of the transaction. The Exclusive
Development Rights are mainly comprised of 25-year exclusive rights to develop
solar plants on warehouse rooftops of three enterprises within China: China
Merchants Logistics Holding Co., Ltd., China Merchants Bonded Logistics Ltd. and
China Ocean Shipping Agency Shenzhen Ltd. The value of the Exclusive Development
Rights and the final shareholding percentages in Sinofield of CTDC, GCL and CMNE
will be finalized and determined by the parties based on due diligence results
and an independent appraisal report. Besides the cooperation in China, GCL and
CTDC plan to jointly develop and invest in solar parks in the United States. In
addition, the Framework Agreement provides that GCL will assist CTDC in
investing in solar parks that have been installed or that are being installed by
GCL in the USA.

GCL is a wholly-owned subsidiary of GCL-Poly Energy Holdings Limited
(HKSE:3800), one of the world’s leading wafer suppliers, which owns a 20 MW
solar farm in China in addition to several solar farms with 16 MW in operation
in the USA.

CMNE, formerly known as China Technology Investment Group Ltd, holds 18.37% of
our outstanding common shares and 100% of our outstanding preferred shares. A
wholly-owned subsidiary of CMNE is entitled to the Exclusive Development Rights
for 25 years. CMNE’s ultimate parent company is China Merchants Group, one of
the top tier state-owned enterprises in China with total assets valued about
US$50 billion.

The provisions of Framework Agreement are not exhaustive and complete and are
subject to additional definitive legal documents in connection with the specific
transactions contemplated therein. Furthermore, the completion of the
transactions is subject to the fulfillment of a number of conditions precedent,
including without limitation to, the Board of Director and shareholder approval,
results of due diligence, receipt of a fairness report from an independent
appraisal firm and all other necessary approvals, permits, consents and
authorizations.

The foregoing descriptions do not purport to be a complete description of the
terms of the Framework Agreement.

A press release announcing the same subject is furnished and attached hereto as
exhibit 99.1.