DIT Group Limited — AGM Information 2004

Jul 30, 2004

SOUTH EAST GROUP LIMITED 東南國際集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 726)

PROXY FORM FOR ANNUAL GENERAL MEETING

I/We[(1)]

of

being the registered holder(s) of

shares[(2)] of HK$0.10 each in the

capital of South East Group Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[ (3)]

of

as my/our proxy to vote and act for me/us at the Annual General Meeting (and at any adjournment thereof) of the Company to be held at Basement Function Room I, Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong on Thursday 23 September 2004 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolutions as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

	Ordinary Resolutions	For(4)	Against(4)
1.	To receive and consider the audited financial statements and the Reports of theDirectors and the Auditors for theyear ended 31 March 2004.
2.	(i)To re-elect Mr. Kwan Kei Chor, Samuel as an executive director.
	(ii) To re-elect Mr. Lo Yuk Lam as an independent non-executive director.
	(iii) To authorise the Board of Directors to fix the directors’ remuneration.
3.	To determine the maximum number of Directors for the financial year 2004/2005.
4.	To appoint BKR Lew & Barr Ltd as Auditors and authorise the Board ofDirectors to fix their remuneration.
5.	To grant a general mandate to the Directors to issue and dispose of additionalshares not exceeding 20% of the issued share capital of the Company as at thedate of this resolution.
6.	To grant a general mandate to the Directors to repurchase shares in the capitalof the Company not exceeding 10% of the issued share capital of the Companyas at the date of this resolution.
7.	To extend, conditional upon the above resolution nos. 5 and 6 being dulypassed, the general mandate to allot shares by adding the repurchased shares tothe twenty per centgeneral mandate.
	Special Resolution
8.	To amend the bye-laws of the Company.

Dated this day of

2004 Signed[ (5)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of HK$0.10 each in the Company to which this form of proxy relates registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out the words “the Chairman of the Meeting or” herein stated and insert the name and address of the proxy desired in the space provided in BLOCK CAPITAL . IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE APPROPRIATE BOXES MARKED “AGAINST” . Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.

6. In the case of joint registered holders of any share, any one of such persons may vote at the meeting either personally or by proxy in respect of such share as if he were solely entitled thereto. But if more than one of such joint holders be present at the meeting personally or by proxy, the vote of the senior who tenders a vote will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of such share.

7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s principal office at Room 2705, 27/F., The Centrium, 60 Wyndham Street, Hong Kong not less than 48 hours before the time for the holding of the meeting or any adjournment thereof.

8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the annual general meeting if you so wish. 10. Any alteration made in this form of proxy must be initialled by the person who signs it.

• For identification purpose only