DIT Group Limited — AGM Information 2013

Jul 8, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in any doubt as to any aspect of this circular, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in South East Group Limited, you should at once hand this circular and the enclosed proxy form to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

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(Incorporated in Bermuda with limited liability) (Stock Code: 726)

PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, ADOPTION OF NEW SHARE OPTION SCHEME, TERMINATION OF EXISTING SHARE OPTION SCHEME AND RE-ELECTION OF DIRECTORS

A letter from the Board of South East Group Limited is set out on pages 3 to 11 of this circular. A notice convening the annual general meeting of South East Group Limited to be held at 12th Floor, Entertainment Building, 30 Queen’s Road Central, Hong Kong on Wednesday, 7 August 2013 at 10:00 a.m. is set out on pages 23 to 27 of this circular.

A form of proxy is also enclosed. Whether or not you are able to attend and vote at the annual general meeting, you are requested to complete the enclosed proxy form and return it to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from subsequently attending and voting at the annual general meeting or any adjournment thereof should you so wish.

9 July 2013

* For identification purposes only

CONTENTS

		Page
Definitions	......................................................................................................................................	1
Letter from the Board
—	Introduction ................................................................................................................	3
—	The Share Issue Mandate...........................................................................................	4
—	The Share Repurchase Mandate ................................................................................	4
—	Adoption of New Share Option Scheme
	And Termination of Existing Share Option Scheme............................................	7
—	Re-election of Directors ............................................................................................	9
—	Annual General Meeting ...........................................................................................	10
—	Voting by Way of Poll................................................................................................	10
—	Responsibility Statement ...........................................................................................	11
—	Recommendation........................................................................................................	11
Appendix	— Summary of the Principal Terms of
	the Rules of the New Share Option Scheme..............................................	12
Notice of Annual General Meeting.............................................................................................		23

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following terms shall have the following meanings:

“Adoption Date” the date on which the New Share Option Scheme proposed to be adopted by the Shareholders at the AGM;

• “AGM” the annual general meeting of the Company to be held at 12th Floor, Entertainment Building, 30 Queen’s Road Central, Hong Kong on Wednesday, 7 August 2013, the notice of which is set out on pages 23 to 27 of this circular;

• “AGM Notice” the notice of AGM dated 9 July 2013 which is set out on pages 23 to 27 of this circular;

• “associate(s)” has the meaning ascribed to it under the Listing Rules;

• “Board” the board of Directors of the Company;

• “Business Day” a day on which the Stock Exchange is open for business of dealing in securities;

• “Company” South East Group Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange;

• “connected person(s)” has the meaning ascribed to it under the Listing Rules;

• “Director(s)” the director(s) of the Company;

• “Eligible Participants” has the meaning ascribed thereto in paragraph (b) of the Appendix to this circular;

• “Existing Share Option Scheme” the existing share option scheme adopted by the Company at the special general meeting held on 7 November 2003 and with an effective period of 10 years from 7 November 2003;

• “Group” the Company and its subsidiaries;

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China;

• “Invested Entity” any entity in which any member of the Group holds an equity interest;

• “Latest Practicable Date” 3 July 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;

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DEFINITIONS

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “New Share Option Scheme” the new share option scheme to be proposed for adoption by the Company at the AGM in place of the Existing Share Option Scheme, a summary of the principal terms of the rules of which is set out in the Appendix on pages 12 to 22 of this circular; “SFO” the Securities and Futures Ordinance (Chapter 571) of the Laws of Hong Kong; “Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company; “Shareholder(s)” holder(s) of Shares; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “Takeovers Code” the Hong Kong Code on Takeovers and Mergers; “HK$” Hong Kong dollars, the lawful currency of Hong Kong; and “%” per cent.

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LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability) (Stock Code: 726)

Executive Directors: WU Siu Chung (Chairman) CHEN Xiaoping

Non-Executive Directors: CHEN Yuan Shou, Budiman Eduard William Rudolf Helmuth WILL

Independent Non-Executive Directors: LO Yuk Lam WONG Kam Wah

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Principal place of business in Hong Kong: 12th Floor, Entertainment Building, 30 Queen’s Road Central, Hong Kong 9 July 2013

To the Shareholders

Dear Sir or Madam,

PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, ADOPTION OF NEW SHARE OPTION SCHEME, TERMINATION OF EXISTING SHARE OPTION SCHEME AND RE-ELECTION OF DIRECTORS

INTRODUCTION

This circular is to provide the Shareholders with information required by the Listing Rules concerning the proposed general mandates for the issue of Shares, repurchase of Shares and an extension of the mandate for issuing Shares (to include those Shares repurchased) to be granted to the Directors since the general mandates granted on 7 August 2012 to the Directors will expire at the AGM. It is also to provide information regarding the adoption of the New Share Option Scheme and termination of the Existing Share Option Scheme, as well as to provide information relating to the re-election of Directors at the AGM. Resolutions in relation to the above, among others, are to be approved by the Shareholders at the AGM and this circular contains information reasonably necessary for the Shareholders to make an informed decision on whether to vote for or against such resolutions.

* For identification purposes only

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LETTER FROM THE BOARD

THE SHARE ISSUE MANDATE

Resolution no. 4 referred to in the AGM Notice will, if passed, give a general unconditional mandate (the “Share Issue Mandate”) to the Directors authorising the exercise by the Directors of the powers of the Company to allot additional Shares up to 20% of the issued share capital of the Company at the date of the AGM.

THE SHARE REPURCHASE MANDATE

Resolution no. 5 (the “Ordinary Resolution”) referred to in the AGM Notice will, if passed, give a general unconditional mandate (the “Share Repurchase Mandate”) to the Directors to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the issued share capital of the Company at the date of the AGM (the “Repurchase Proposal”).

The Directors also propose a separate ordinary resolution at the AGM to add to the Share Issue Mandate to issue those Shares purchased by the Company pursuant to the exercise of the Share Repurchase Mandate proposed to be granted to the Directors at the AGM (the “Extension of Share Issue Mandate”).

The Directors propose to seek your approval of the Ordinary Resolution to be proposed at the AGM. The information set out below constitutes an Explanatory Statement in accordance with the relevant rules as set out in the Listing Rules to regulate the repurchase by companies with primary listing on the Stock Exchange of their own securities on the Stock Exchange (the “Share Buy Back Rules”):

(1) Shareholders’ approval

The Share Buy Back Rules provide that all on-market share repurchase by company with its primary listing on the Stock Exchange must be of fully paid up shares and approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval in relation to specific transactions.

(2) Share Capital

As at the Latest Practicable Date, the issued share capital of the Company comprised 351,258,880 Shares. Subject to the passing of the Ordinary Resolution and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Share Repurchase Mandate to repurchase a maximum of 35,125,888 Shares.

(3) Reasons for the Repurchase Proposal

The Directors believe that the Repurchase Proposal is in the best interests of the Company and its Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders.

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LETTER FROM THE BOARD

(4) Funding of repurchases

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and bye-laws and the applicable laws of Bermuda. The laws of Bermuda provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or out of funds of the Company otherwise available for dividend or distribution, or the proceeds of a fresh issue of shares made for the purpose of the repurchase to such extent allowable under the Companies Act 1981 of Bermuda (as amended). The amount of premium payable on repurchase may only be paid out of funds of the Company otherwise available for dividend or distribution or out of the share premium account of the Company.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated accounts contained in the annual report of the Company for the year ended 31 March 2013) in the event that the proposed share repurchases were to be carried out in full at any time during the proposed repurchase period. Such proposed repurchase period means the period from the passing of the Ordinary Resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the date on which the authority sets out in the Ordinary Resolution is revoked or varied by an ordinary resolution of the Shareholders in a general meeting; and (iii) the expiration of the period within which the next annual general meeting of the Company is required to be held by Bermuda laws or the bye-laws of the Company. However, the Directors do not propose to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirement of the Company or the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

(5) Share prices

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
July 2012	0.250	0.220
August 2012	0.245	0.215
September 2012	0.285	0.220
October 2012*	0.390	0.230
November 2012	0.335	0.230
December 2012	0.320	0.270
January 2013	0.380	0.280
February 2013	0.335	0.290
March 2013	0.340	0.285
April 2013	0.345	0.260
May 2013	0.345	0.255
June 2013	0.295	0.230
July 2013 (up to and including the Latest Practicable Date)	0.260	0.250

* Trading was suspended on 31 October 2012 from 3:21 p.m. through the afternoon session.

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LETTER FROM THE BOARD

(6) Undertaking of the Directors

The Directors have undertaken to the Stock Exchange that, they will exercise the powers of the Company to make repurchases pursuant to the Ordinary Resolution and in accordance with the Listing Rules and the applicable laws of Bermuda.

(7) Directors, associates and connected persons

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates have any present intention to sell any Shares to the Company under the Repurchase Proposal if such is approved by the Shareholders.

No connected persons have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Proposal is approved by the Shareholders.

(8) Effects of the Takeovers Code

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Proposal a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obligated to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Brilliant Express International Limited (“Brilliant Express”) held 92,000,000 Shares representing approximately 26.19% of the issued share capital of the Company. Brilliant Express was wholly owned by Mr. Wu Siu Chung (“Mr. Wu”). Accordingly, Mr. Wu was taken to have an interest under the SFO in the same parcel of 92,000,000 Shares held by Brilliant Express. They were the substantial shareholders holding more than 10% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares in the Company in accordance with the terms of the Ordinary Resolution, then (if the present shareholdings otherwise remained the same) the attributable shareholdings of each of Brilliant Express and Mr. Wu in the Company would be increased to approximately 29.10% of the issued share capital of the Company. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. If any exercise of the powers of the Company to make repurchases pursuant to the Ordinary Resolution would, to the knowledge of the Directors, result in takeovers obligation, the Directors would not purchase Shares to such an extent.

(9) Share repurchase made by the Company

The Company has not repurchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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LETTER FROM THE BOARD

ADOPTION OF NEW SHARE OPTION SCHEME AND TERMINATION OF EXISTING SHARE OPTION SCHEME

The Existing Share Option Scheme was adopted by the Company on 7 November 2003 and unless otherwise terminated, will remain valid and effective for a period of 10 years from 7 November 2003. As at the Latest Practicable Date, options to subscribe for 14,043,000 Shares (representing approximately 4% of the total issued share capital of the Company) have been granted which remained outstanding and unexercised under the Existing Share Option Scheme, and the Directors have no intention of granting further options under the Existing Share Option Scheme prior to its expiry date. Apart from the Existing Share Option Scheme, the Company has no other share option scheme currently in force.

At the AGM, an ordinary resolution will be proposed to the Shareholders for the purpose of considering and, if thought fit, approving the adoption of the New Share Option Scheme pursuant to which the Eligible Participants may be granted options to subscribe for Shares upon and subject to the terms and conditions of the New Share Option Scheme. Upon the New Share Option Scheme becoming unconditional, the Existing Share Option Scheme will terminate such that no further options shall be granted thereunder but in all other respects the provisions of the Existing Share Option Scheme shall remain in full force and effect and all options granted thereunder prior to such termination will continue to be valid and exercisable in accordance with their terms of issue.

The reason for early termination of the Existing Share Option Scheme and the purpose of the proposed adoption of the New Share Option Scheme is to enable the Company to continue to grant options to Eligible Participants as incentives or rewards for their contribution or potential contribution to the growth and development of the Group. To transact the adoption of the New Share Option Scheme in place of the Existing Share Option Scheme at the AGM will enable the Company to achieve the above without the need to convene a special general meeting when the Existing Share Option Scheme will have expired.

Under the provisions of the New Share Option Scheme, the Board is empowered with the authority to determine the terms and conditions of any option based in each case on relevant factors as the Board considers appropriate. The Board believes that the authority given to the Board under the New Share Option Scheme to specify the Eligible Participants to whom options may be granted, the number of Shares subject to each option, the date on which options shall be granted, any minimum holding period and/or performance targets as conditions in any option granted (notwithstanding that there is no general requirement imposed with respect thereto under the terms of the New Share Option Scheme) and to determine the exercise price subject to the Listing Rules will enable the Group to achieve the purpose of providing incentives to the Eligible Participants to use their best endeavours in assisting the growth and development of the Group and places the Group in a better position to attract human resources that are valuable to the growth and development of the Group as a whole. A summary of the principal terms of the rules of the New Share Option Scheme proposed to be approved and adopted by the Company at the AGM is set out in the Appendix to this circular. A copy of the full text of the rules of the New Share Option Scheme will be available for inspection at the head office and principal place of business of the Company in Hong Kong at 12th Floor, Entertainment Building, 30 Queen’s Road Central, Hong Kong during normal office hours on any weekday, Monday to Friday, except public holidays from the date of this circular up to and including 7 August 2013 and at the AGM.

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LETTER FROM THE BOARD

Adoption of the New Share Option Scheme is conditional upon:

• (a) the passing of the necessary resolution to adopt the New Share Option Scheme by the Shareholders at the AGM and to authorise the Directors to grant options under the New Share Option Scheme and to allot and issue Shares pursuant to the exercise of any such options; and

• (b) the granting by the Listing Committee of the Stock Exchange of the approval for the listing of, and permission to deal in, any Shares to be allotted and issued pursuant to the exercise of any such options which may be granted under the New Share Option Scheme.

No Shareholder is required under the Listing Rules to abstain from voting on the resolution to approve the above resolution. Subject to the obtaining of Shareholders’ approval with respect to the adoption of the New Share Option Scheme at the AGM, the total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme must not in aggregate exceed 10% of the total issued share capital of the Company as at the Adoption Date unless the Company obtains a fresh approval from Shareholders to renew the 10% limit, provided that the maximum aggregate number of Shares which may be issued upon the exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and any other share option scheme(s) adopted by the Company shall not exceed 30% of the total issued share capital of the Company from time to time.

As at the Latest Practicable Date, there were 351,258,880 Shares in issue. Assuming no further Shares are issued or repurchased prior to the date of the AGM on which the New Share Option Scheme is expected to be adopted by the Shareholders, subject to the New Share Option Scheme becoming effective, options to subscribe for a total of 35,125,888 Shares may be granted under the New Share Option Scheme, representing 10% of the total issued share capital of the Company as at the Adoption Date.

No trustees will be appointed under the New Share Option Scheme.

The Directors consider that it is inappropriate to value all the options that can be granted under the New Share Option Scheme on the assumption that they were granted on the Latest Practicable Date as a number of factors crucial for the valuation cannot be reasonably determined. Such factors include the exercise period, fluctuation in future share price, and the conditions, if any, that an option is subject to. Accordingly, any valuation of the options based on a large number of speculative assumptions would not be meaningful but may be misleading to the Shareholders.

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LETTER FROM THE BOARD

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the options granted under the New Share Option Scheme, to the extent of 10% of the total number of Shares in issue as at the Adoption Date.

RE-ELECTION OF DIRECTORS

In accordance with Bye-law 99 of the Company’s bye-laws, Mr. Chen Xiaoping and Mr. Eduard William Rudolf Helmuth Will shall retire by rotation at the AGM and, being eligible, offer themselves for re-election.

Information on the retiring Directors proposed for re-election at the AGM is set out below:

Mr. CHEN Xiaoping , aged 61, was appointed as an executive director of the Company on 25 September 2007. He is also director of certain subsidiaries in the Group. Mr. Chen worked at senior management positions in banking and other business fields in the past twenty five years, such as Director of Kleinwort Benson Group, Senior Adviser of Global Interactive Technology AG and Financial Adviser of CNT Group. He is also a director and the chief executive officer of Ricco Capital (Holdings) Limited, which is wholly owned by the chairman of the Company. Mr. Chen assumes the role of chief executive officer of the Company and is responsible for the overall management and monitoring of the Group’s activities. Save as disclosed, Mr. Chen did not hold any directorship in other listed public companies in the last three years prior to the Latest Practicable Date.

Mr. Chen has entered into a service agreement with the Company for a period of three years from 1 October 2010 and will continue thereafter unless and until terminated by either party by six months’ prior notice. Notwithstanding that, Mr. Chen is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Company’s bye-laws. Pursuant to the service agreement, Mr. Chen is entitled to salary which is determined with reference to his duties and responsibilities within the Group; discretionary bonus to be determined by the Board from time to time with reference to his services and contribution to the Company; contribution to retirement scheme and other fringe benefits such as medical and life insurance. For the year ended 31 March 2013, Mr. Chen has received director’s emoluments in a total sum of HK$1,184,500.

As at the Latest Practicable Date, Mr. Chen has interest in share options to subscribe for 2,500,000 Shares within the meaning of Part XV of the SFO. Save as disclosed, Mr. Chen does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

Mr. Eduard William Rudolf Helmuth WILL , aged 71, was appointed as a non-executive director of the Company on 1 January 2008. Mr. Will is a member of each of the Nomination Committee, the Remuneration Committee and the Audit Committee of the Company. He is also a director of a wholly owned subsidiary of the Company. Mr. Will graduated from University of Hamburg, is a seasoned investment banker specializing in international corporate finance. He has rich experience in cross border mergers and acquisitions in Europe, the USA and the Asia Pacific Region. He worked in management capacity for Morgan Guaranty Trust Company (JP Morgan), Amex Bank Limited (American Express’s merchant bank), Bank of America, Bear Stearns and Company, Asian Oceanic Limited (Cigna Group’s investment bank) and other big international corporations and is currently

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LETTER FROM THE BOARD

serving on the board of directors of Emerson Radio, a public company listed on the American Stock Exchange; and is a non-executive director of Lafe Corporation Limited whose shares are listed on the Singapore Exchange. He is also the vice chairman of Ricco Capital (Holdings) Limited, which is wholly owned by the chairman of the Company. Save as disclosed, Mr. Will did not hold any directorship in other listed public companies in the last three years prior to the Latest Practicable Date.

Currently, Mr. Will is not appointed for a specific term but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Company’s bye-laws. The Company proposes to enter into a letter of appointment with Mr. Will provided that he is re-elected as a Director by the Shareholders at the AGM. Mr. Will’s appointment will then be fixed for a term of three years commencing from the date of the AGM, yet to be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Company’s bye-laws. According to the Company’s prevailing policy for director’s fees payable to non-executive directors, Mr. Will is entitled to a fixed monthly payment of HK$10,000, which is determined by the Board from time to time with reference to his duties and responsibilities with the Company and the prevailing market conditions. For the year ended 31 March 2013, Mr. Will has received director’s fees of HK$120,000.

As at the Latest Practicable Date, Mr. Will has interest in share options to subscribe for 2,500,000 Shares within the meaning of Part XV of the SFO. Save as disclosed, Mr. Will does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

There is no information relating to the above re-elected Directors that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters which need to be brought to the attention of the Shareholders.

ANNUAL GENERAL MEETING

A notice convening the AGM is set out on pages 23 to 27 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein. A form of proxy is enclosed for use at the AGM. You are requested to complete and return the form of proxy to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible, and in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. The lodging of a form of proxy will not preclude you from subsequently attending the AGM or any adjournment thereof and voting in person should you so wish.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the AGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, all resolutions to be considered and, if thought fit, passed at the AGM will be voted by way of poll by the Shareholders.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the proposed resolutions in respect of the Share Issue Mandate, the Share Repurchase Mandate, the Extension of Share Issue Mandate, the adoption of New Share Option Scheme and the termination of Existing Share Option Scheme, and the proposed re-election of the retiring Directors are in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of the resolutions to be proposed at the AGM.

Yours faithfully, For and on behalf of South East Group Limited Wu Siu Chung Chairman

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APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

The following is a summary of the principal terms of the rules of the New Share Option Scheme proposed to be adopted by the Shareholders at the AGM to be held on 7 August 2013.

(a) Purpose of the New Share Option Scheme

The purpose of the New Share Option Scheme is to enable the Company to grant options to Eligible Participants as incentives and/or rewards for their contribution or potential contribution to the growth and development of the Group.

(b) Who may join and basis of eligibility

The Directors may at their absolute discretion, invite any person belonging to any of the following classes of participants (the “Eligible Participants”) to take up options to subscribe for Shares:

• (i) any employee or officer (whether full time or part time, and including any executive director) of any member of the Group or any Invested Entity;

• (ii) any non-executive director (including independent non-executive director) of any member of the Group or any Invested Entity;

• (iii) any supplier of goods or services to any member of the Group or any Invested Entity;

• (iv) any customer of any member of the Group or any Invested Entity;

• (v) any person or entity that provides research, development or other technological support to any member of the Group or any Invested Entity; and

• (vi) any holder of any securities or securities convertible into any securities issued by any member of the Group or any Invested Entity.

For the avoidance of doubt, the grant of any options by the Company for the subscription of Shares or other securities of the Group to any person who falls within any of the above classes of participants shall not, by itself, unless the Directors otherwise determine, be construed as a grant of option under the New Share Option Scheme.

The basis of eligibility of any of the above class of Eligible Participants to the grant of any options shall be determined by the Directors from time to time on the basis of their contribution or potential contribution to the development and growth of the Group.

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SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

APPENDIX

(c) Maximum number of Shares

• (i) The total number of Shares which may be allotted and issued upon exercise of all options (excluding, for this purpose, options which have lapsed in accordance with the terms of the New Share Option Scheme and any other share option schemes of the Group) to be granted under the New Share Option Scheme and any other share option schemes of the Group must not in aggregate exceed 10% of the Shares in issue as at the date of passing the relevant resolution adopting the New Share Option Scheme (the “10% Limit”).

• (ii) The maximum number of Shares which may be allotted and issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and any other share option schemes of the Company must not in aggregate exceed 30% of the Shares in issue from time to time (the “30% Limit”).

No option may be granted under any schemes of the Group if such grant would result in the 30% Limit being exceed.

• (iii) Subject to (ii) above and without prejudice to (iv) below, the Company may, after issuing a circular containing the information required by the Listing Rules to the Shareholders, seek approval of the Shareholders at general meeting to refresh the 10% Limit (the “Refreshed Limit”) provided that the total number of Shares which may be allotted and issued upon exercise of all options to be granted under the Refreshed Limit (when aggregated with any Shares subject to any other share option scheme(s) of the Group) must not exceed 10% of the Shares in issue as at the date of approval of the Refreshed Limit. For the purpose of calculating the Refreshed Limit, options (including those outstanding, cancelled, lapsed or exercised in accordance with the New Share Option Scheme and any other share option schemes of the Group) previously granted under the New Share Option Scheme and any other share option schemes of the Group will not be counted.

• (iv) Subject to (ii) above and without prejudice to (iii) above, the Company may, after issuing a circular containing the information required by the Listing Rules to the Shareholders, seek separate approval of the Shareholders at general meeting to grant options beyond the 10% Limit or, if applicable, the Refreshed Limit to participants specifically identified by the Company before such approval is sought. Such circular shall contain a generic description of the specifically identified Eligible Participants to whom such options are to be granted, the number and terms of such options to be granted, the purpose of granting such options to the specifically identified Eligible Participants with an explanation as to how the terms of such options serve such purpose and such information as required by the Listing Rules.

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SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

APPENDIX

(d) Maximum entitlement of each participant

Unless approved by the Shareholders in the manner set out below, the total number of Shares issued and to be issued upon exercise of all options granted to any Eligible Participant under the New Share Option Scheme and any other share option schemes of the Group (including both exercised and outstanding options) in any 12-month period shall not exceed 1% of the total number of Shares in issue for the time being (the “Maximum Entitlement”). Any further grant of options to an Eligible Participant in excess of the Maximum Entitlement in any 12month period ending on and including the date of such further grant must be separately approved by the Shareholders at general meeting of the Company with such Eligible Participant and his Associates abstaining from voting. The Company shall issue a circular to the Shareholders and the circular must disclose the identity of the participant, the number and terms of the options to be granted (and options previously granted to such participant), the information required under rule 17.02(2)(d) and the disclaimer required under rule 17.02(4) of the Listing Rules. The number and terms (including the subscription price) of options to be granted to such participant must be fixed before Shareholders’ approval and the date of board meeting for proposing such further grant will be taken as the date of grant for the purpose of calculating the subscription price.

• (e) Grant of options to a director, chief executive or substantial shareholder of the Company, or any of their respective associates

• (i) Any grant of options under the New Share Option Scheme to a director, chief executive or substantial shareholder of the Company or any of their respective associates must be approved by the independent non-executive directors of the Company (excluding any independent non-executive director who is also the grantee of the options).

• (ii) Where any grant of options to a substantial shareholder or an independent non-executive director of the Company, or any of their respective associates, would result in the Shares issued and to be issued upon exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant:

  • (aa) representing in aggregate over 0.1% of the Shares in issue; and

  • (bb) having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5 million;

such further grant of options must be approved by the Shareholders at general meeting. The Company must send a circular to the Shareholders. All connected persons of the Company must abstain from voting at such general meeting, except that any connected person may vote against the relevant resolutions at the general meeting provided that his intention to do so has been stated in the circular. Any vote taken at the general meeting to approve such grant must be taken on a poll. Any change in the terms of options granted to a substantial shareholder or an independent non-executive director of the Company, or any of their respective associates must be approved by the Shareholders at general meeting. The circular must contain:

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SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

APPENDIX

• (1) details of the number and terms (including the subscription price) of the options to be granted to each participant, which must be fixed before the Shareholders’ meeting, and the date of board meeting for proposing such further grant is to be taken as the date of grant for the purpose of calculating the subscription price;

• (2) a recommendation from the independent non-executive directors of the Company (excluding independent non-executive director who is also the grantee of the options) to the independent Shareholders as to voting;

• (3) the information required under rules 17.02(2)(c) and (d) of the Listing Rules and the disclaimer required under rule 17.02(4) of the Listing Rules; and

• (4) the information required under rule 2.17 of the Listing Rules.

Shareholders’ approval as required above is also required for any change in the terms of options granted to an Eligible Participant who is a substantial shareholder or an independent non-executive director of the Company, or any of their respective associates.

(f) Time of acceptance and exercise of option

• (i) An offer for the grant of an option shall be deemed to have been accepted when the duplicate letter of offer is duly completed, signed and returned to the Company with the payment of HK$10.00 as consideration within 28 days from the date of offer. Upon acceptance of such offer in the foregoing manner, the date of grant of option will be deemed to be the date of offer.

• (ii) An option may be exercised in accordance with the terms of the New Share Option Scheme at any time during a period (the “Option Period”) (which may not expire later than 10 years from the date of grant) to be determined and notified by the Directors to each grantee or, in the absence of such determination, from the date of grant of such option to the earlier of: (a) the date on which such option lapses; and (b) 10 years from the date of grant of that option.

• (iii) There is no general requirement regarding any minimum period of time a grantee must hold an option granted to him before exercising such option. However, the Directors may determine from time to time to impose such a requirement of such a minimum period.

(g) Performance targets

Save as determined by the Board and provided in the offer of the grant of the relevant options, there is no performance target which must be met by a grantee before any of the options granted under the New Share Option Scheme may be exercised.

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SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

APPENDIX

(h) Exercise price for Shares

The price per Share payable on the exercise of an option under the New Share Option Scheme is to be determined by the Directors, provided always that it shall not be less than the highest of: (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet (the “Closing Price”) on the date of offer of grant (which is deemed to be the date of grant if the offer for the grant of an option is accepted by the Eligible Participant), which must be a Business Day; (ii) the average Closing Price for the five Business Days immediately preceding the date of offer of grant; and (iii) the nominal value of the Shares.

(i) Ranking of Shares

• (i) Shares to be allotted and issued upon the exercise of an option will be subject to all the provisions of the bye-laws of the Company for the time being in force and will rank pari passu in all respects with the existing fully paid Shares in issue on the date on which the option is duly exercised (the “Exercise Date”) and accordingly will entitle the holders thereof to participate in all dividends or other distributions paid or made on or after the Exercise Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the Exercise Date. Shares allotted and issued upon the exercise of an option shall not carry voting rights until the name of the grantee has been entered on the register of the Company as the holder thereof.

• (ii) Unless the context otherwise requires, references to “Shares” in this paragraph include references to shares in the ordinary share capital of the Company of such nominal amount as shall result from a sub-division, consolidation, reclassification or reduction of the share capital of the Company from time to time.

(j) Restrictions on the time of grant of options

• (i) No offer for the grant of options shall be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been announced in accordance with the requirements of the Listing Rules. In particular, during the period commencing one month immediately preceding the earlier of:

• (aa) the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and

• (bb) the last date on which the Company must publish an announcement of its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules),

and ending on the date of the results announcement, no option may be granted.

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SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

APPENDIX

• (ii) The Directors may not grant any option to an Eligible Participant who is a Director during the periods or times in which the Directors are prohibited from dealing in Shares pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers prescribed by the Listing Rules or any corresponding code or securities dealing restrictions adopted by the Company.

(k) Period of the New Share Option Scheme

The New Share Option Scheme will remain in force for a period of 10 years commencing on the date on which the New Share Option Scheme becomes unconditional.

(l) Rights on ceasing employment on certain named grounds

If a grantee of an option ceases to be an Eligible Participant by reason of such grantee’s employment or service agreement with the Group or any member thereof or any Invested Entity being terminated on one or more of the following grounds, that is, the grantee has (i) been guilty of persistent or serious misconduct; or (ii) committed any act of bankruptcy or has become insolvent or has made any arrangements or composition with his creditors generally, or (iii) been convicted of any criminal offence (other than an offence which in the opinion of the Directors does not bring the grantee or the Group or any member thereof or the Invested Entity into disrepute), before exercising his option in full, the option (to the extent not already exercised) shall lapse immediately on the date of termination and shall not be exercisable unless the Directors otherwise determine, in which event: (1) the grantee may exercise the option (to the extent not already exercised) in whole or in part within such period as the Directors may determine following the date of such termination, which date shall be taken to be the last day on which the grantee was still under such employment or service (as the case may be) agreement, whether or not the grantee was actually at work with the Group or any member thereof or the Invested Entity or whether salary is paid in lieu of notice or not; or (2) if any of the events referred to in paragraph (p) or (q) occur during such period determined by the Directors, the grantee may exercise the option (to the extent not already exercised) pursuant to paragraph (p) or (q), as the case may be.

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SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

APPENDIX

(m) Rights on ceasing to be eligible participant by reason of death or ill-health or retirement etc

If a grantee of an option ceases to be an Eligible Participant by reason of his death, insanity, injury, disability, redundancy, ill-health or retirement in accordance with his contract of employment or service with the Group or any member thereof or any Invested Entity before exercising the option in full, then: (1) the grantee (or his personal representative(s), as appropriate) may exercise the option (to the extent not already exercised) in whole or in part within a period of 12 months following the date of death or cessation of employment or service which date shall be the last day on which the grantee was still under such employment or service (as the case may be) agreement, whether or not the grantee was actually at work with the Group or any member thereof or the Invested Entity or whether salary is paid in lieu of notice or not (if applicable); or (2) if any of the events referred to in paragraph (p) or (q) occur during such period, the grantee (or his personal representative(s), as appropriate) may exercise the option (to the extent not already exercised) pursuant to paragraph (p) or (q), as the case may be.

(n) Rights on ceasing employment by reason other than death or ill-health or retirement or on any of the grounds listed in paragraph (l)

If a grantee of an option who is an employee of the Group or any member thereof or any Invested Entity ceases to be an Eligible Participant by reason of such grantee’s employment or service agreement with the Group or any member thereof or any Invested Entity being terminated (for any reason other than such grantee’s death, insanity, injury, disability, redundancy, illhealth or retirement in accordance with his contract of employment or service and such termination is not on any of the grounds specified in paragraph (l) above) before exercising his option in full, the option (to the extent not already exercised) shall lapse 1 month (or such longer period as the Directors may determine) from the date of termination and shall not be exercisable thereafter unless the Directors otherwise determine in which event: (1) the grantee may exercise the option (to the extent not already exercised) in whole or in part within such period following the date of such termination, which date shall be taken to be the last day on which the grantee was still under such employment or service (as the case may be) agreement, whether or not the grantee was actually at work with the Group or any member thereof or the Invested Entity or whether salary is paid in lieu of notice or not (if applicable); or (2) if any of the events referred to in paragraph (p) or (q) occur during such period, the grantee may exercise the option (to the extent not already exercised) pursuant to paragraph (p) or (q), as the case may be.

(o) Rights on ceasing to be an eligible participant by reason of certain named grounds

If the Directors shall at their absolute discretion determine that (i) a Grantee who is not an employee of the Group or any member thereof or any Invested Entity, or his Associate, has committed any breach of any contract entered into between such Grantee or his Associate on the one part and the Group or any member thereof or any Invested Entity on the other part, or that such Grantee has committed any act of bankruptcy or has become insolvent or is subject to any winding-up, liquidation or analogous proceedings or has made any arrangement or composition with his creditors generally or has been convicted of any criminal offence (other

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APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

than an offence which in the opinion of the Directors does not bring the Grantee or the Group or any member thereof or Invested Entity into disrepute); and (ii) the options granted to such Grantee under the New Share Option Scheme shall immediately lapse and shall not in any event be exercisable on or after the date on which the Directors have so determined the matters set forth in (i) and (ii).

(p) Rights on a general or partial offer, a compromise or arrangement

If a general or partial offer, whether by way of take-over offer, share re-purchase offer, or scheme of arrangement or otherwise in like manner is made to all the Shareholders, or all such Shareholders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror, the Company shall use all reasonable endeavours to procure that such general or partial offer is extended to all the grantees on the same terms, mutatis mutandis; and assuming that they will become, by the exercise in full of the options granted to them (to the extent not already exercised), Shareholders. If such general or partial offer becomes or is declared unconditional or such scheme of arrangement is formally proposed to the Shareholders, a grantee shall, notwithstanding any other terms on which his option was granted, be entitled to exercise his option (to the extent not already exercised) to its full extent or to the extent specified in the grantee’s notice to the Company in exercise of his option at any time thereafter and before the close of such general or partial offer (or any revised offer) or the record date for entitlements under the scheme of arrangement, as the case may be. Subject to the above, an option will lapse automatically (to the extent not exercised) on the date on which such general or partial offer (or, as the case may be, revised offer) closes.

(q) Rights on winding up

In the event of an effective resolution being proposed for the voluntary winding-up of the Company during the Option Period, the Company shall forthwith give notice thereof to all grantees of options and each grantee may, subject to the provisions of all applicable laws, by notice in writing to the Company at any time no later than 2 Business Days prior to the date on which such resolution is passed, exercise his option (to the extent not already exercised) either to its full extent or to the extent specified in such notice in accordance with the provisions of the New Share Option Scheme and shall accordingly be entitled, in respect of the Shares falling to be allotted and issued upon the exercise of his option, to participate in the distribution of the assets of the Company available in liquidation pari passu with the Shareholders of record on the day prior to the date of such resolution. Once such resolution is duly passed, all options shall, to the extent that they have not been exercised, thereupon lapse and determine on the commencement of the winding-up.

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SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

APPENDIX

(r) Effects of alteration to capital; change of control

In the event of a capitalisation issue, rights issue, sub-division or consolidation of Shares or reduction of capital of the Company whilst an option remains exercisable, adjustments (if any) to the number or nominal amount of Shares, the subject matter of the New Share Option Scheme and the option so far as unexercised and/or the exercise price and/or the number of Shares comprised in an option or which remains comprised in an option shall be made if the auditors for the time being of the Company or an independent financial adviser certify that such adjustment ought in their opinion fairly and reasonably to be made; provided that (i) any such adjustment shall be made on the basis that a Grantee shall have the same proportion of equity capital as that to which that Grantee was previously entitled on the full exercise of any option; (ii) no adjustment shall be made the effect of which would be to enable a Share to be issued at less than its nominal value; and (iii) the issue of securities of the Company as consideration in a transaction shall not be regarded as a circumstance requiring adjustment. In addition, in respect of any aforesaid adjustments, other than any made on a capitalisation issue, the auditors of the Company or an independent financial adviser must confirm to the Directors in writing that the adjustments have satisfied the requirements of the relevant provisions of the Listing Rules.

To the extent that any options have not vested at the time of a change of control of the Company (“Outstanding Options”) all of the Outstanding Options shall immediately vest and be exercisable by the grantee upon such change of control.

(s) Cancellation of options

The Company may at any time cancel any option granted but not exercised on such grounds as mentioned under the New Share Option Scheme or any other grounds as the Company may think just and appropriate in the circumstances. If the Company after any such cancellation of any option wishes to issue new option(s) under the New Share Option Scheme to the same grantee of such cancelled options for replacement, the issue of such new option(s) may only be made under a share option scheme with available unissued options (excluding the cancelled options) within the limit approved by shareholders of the Company as referred to in paragraph (c).

(t) Termination of the New Share Option Scheme

The Company may by resolution in general meeting at any time terminate the New Share Option Scheme and following which no further options shall be offered or granted and all remaining options that have yet to be granted will become void or non-exercisable, but in all other respects the provisions of the New Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any options (to the extent not already exercised) granted prior to the termination or otherwise as may be required in accordance with the provisions of the New Share Option Scheme. Options (to the extent not already exercised) granted prior to such termination shall continue to be valid and exercisable in accordance with the New Share Option Scheme.

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SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

APPENDIX

(u) Rights are personal to the grantee

An option shall be personal to the grantee and shall not be transferable or assignable and no grantee shall in any way sell, assign, transfer, charge, mortgage, encumber or create any interest whatsoever in favour of any third party over or in relation to any option or enter into any agreement so to do. Any breach of the foregoing by a grantee shall entitle the Company to cancel any or all options or part thereof granted to such grantee to the extent not already exercised.

(v) Lapse of option

An option shall lapse automatically (to the extent not already exercised) on the earliest of:

• (i) the expiry of the Option Period referred to in paragraph (f)(ii); and

• (ii) the expiry of the periods or dates referred to in paragraphs (l), (m), (n), (o), (p) and (q).

(w) Alteration of the New Share Option Scheme

The New Share Option Scheme may be altered in any respect by resolution of the Board except that:

• (i) the terms and conditions of the New Share Option Scheme relating to the matters set out in Rule 17.03 of the Listing Rules shall not be altered to the advantage of grantees or prospective grantees except with the prior approval of the Shareholders in general meeting, provided that no such alteration shall operate to affect adversely the terms of issue of any option granted or agreed to be granted prior to such alteration except the consent or sanction of such majority of the grantees as would be required of the Shareholders under the Bye-laws of the Company for a variation of the rights attached to Shares;

• (ii) any alterations to the terms and conditions of the New Share Option Scheme which are of a material nature or any change to the terms of options already granted must be approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme;

• (iii) any change to the authority of the Directors or the scheme administrators in relation to any alteration, amendment or change to the terms of the New Share Option Scheme shall be approved by the Shareholders at general meeting; and

• (iv) any amendment to any terms of the New Share Option Scheme or the options granted shall comply with the relevant requirement of Chapter 17 of the Listing Rules.

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SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

APPENDIX

(x) Miscellaneous

The New Share Option Scheme is conditional on the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Shares to be allotted and issued pursuant to the exercise of any options which may be granted up to 10% of the Shares in issue as at the date of the AGM under the New Share Option Scheme.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [241 x 40] intentionally omitted <==

(Incorporated in Bermuda with limited liability) (Stock Code: 726)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of South East Group Limited (the “Company”) will be held at 12th Floor, Entertainment Building, 30 Queen’s Road Central, Hong Kong on Wednesday, 7 August 2013 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and the auditors of the Company for the year ended 31 March 2013;

2. (i) To re-elect Mr. Chen Xiaoping as an executive director of the Company;

3. (ii) To re-elect Mr. Eduard William Rudolf Helmuth Will as a non-executive director of the Company;

4. (iii) To authorise the board of directors of the Company to fix the remuneration of directors;

5. To re-appoint East Asia Sentinel Limited as auditors of the Company and to authorise the board of directors of the Company to fix their remuneration;

6. As special business, to consider and, if thought fit, pass, with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT :

• (a) the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company, be and is hereby generally and unconditionally approved, provided that, otherwise than (i) pursuant to a rights issue where shares are offered to shareholders on a fixed record date in proportion to their then holdings of shares of the Company as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong applicable to the Company); (ii) an issue of shares upon the exercise of rights of subscription or conversion under the terms of any securities which are convertible into shares of the Company; (iii) an issue of shares as scrip dividends pursuant to the bye-laws of the Company from time to time; or (iv) an issue of shares under any option scheme or similar arrangement for the grant or issue to employees of the Company and/or any of its subsidiaries or any other eligible person(s) of shares or rights to acquire shares of the Company, the aggregate nominal amount of share capital issued, allotted or disposed of

* For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

or agreed conditionally or unconditionally to be issued, allotted or dealt with whether pursuant to an option or otherwise, shall not in total exceed 20 per cent of the nominal amount of share capital of the Company in issue on the date of passing this Resolution and the said approval shall be limited accordingly; and

• (b) for the purpose of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

  • (i) the conclusion of the next Annual General Meeting of the Company;

  • (ii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting; and

  • (iii) the expiration of the period within which the next Annual General Meeting of the Company is required by the bye-laws of the Company or any applicable law to be held.”

• As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT :

• (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its shares on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the total nominal amount of shares of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10 per cent of the total nominal amount of the shares of the Company in issue on the date of passing this Resolution and the said approval shall be limited accordingly; and

• (c) for the purpose of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next Annual General Meeting of the Company;

• (ii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting; and

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the expiration of the period within which the next Annual General Meeting of the Company is required by the bye-laws of the Company or any applicable law to be held.”

• As special business, to consider and, if thought fit, pass, with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT , subject to the passing of Resolutions No. 4 and No. 5 set out in the notice convening this meeting, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot and deal with additional shares and to make or grant offers, agreements and options which might or would require the exercise of such power pursuant to Resolution No. 4 set out in the notice convening this meeting, be and is hereby extended by the addition to the total nominal amount of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of an amount representing the total nominal amount of shares in the capital of the Company which has been repurchased by the Company under the authority granted pursuant to Resolution No. 5 set out in the notice convening this meeting provided that such amount of shares shall not exceed 10 per cent of the total nominal amount of the share capital of the Company in issue on the date of passing this Resolution.”

1. As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT :

• (a) the rules of the new share option scheme of the Company (the “New Share Option Scheme”) (a copy of which has been submitted to the Meeting and signed by the Chairman of the Meeting for the purpose of identification and a summary of the terms and conditions of which has been set out in the circular dated 9 July 2013) be and are hereby approved and adopted as the new share option scheme of the Company subject to the conditions set out therein, and that the directors of the Company be and are hereby authorised to do such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme, notwithstanding that they or any of them may be interested in the same including without limitation:

• (i) to implement the New Share Option Scheme and to grant options to persons eligible under the New Share Option Scheme to subscribe for shares in the capital of the Company (the “Shares”);

• (ii) to modify and/or amend the New Share Option Scheme from time to time provided that such modification and/or amendment is/are effected in accordance with the terms and provisions of the New Share Option Scheme in relation to modifications and/or amendments and the requirement of the Rules Governing the Listing of Securities on the Stock Exchange;

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) to allot and issue and deal with from time to time such number of Shares as may be required to be issued pursuant to the exercise of the options granted under the New Share Option Scheme provided that the total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and other share option scheme(s) (excluding the Existing Share Option Scheme, as defined below) shall not exceed 10% of the issued share capital of the Company as at the date of passing this resolution (the “10% Limit”), with the acknowledgment that the Company may seek an approval from the shareholders in general meeting to refresh the 10% Limit from time to time but provided always that the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and other share option scheme(s) shall not in aggregate exceed 30% of the issued share capital of the Company from time to time; and

• (iv) to make application at the appropriate time or times to the Stock Exchange and any other stock exchanges, if appropriate, for the listing of, and permission to deal in, any Shares or any part thereof that may hereafter from time to time be issued and allotted pursuant to the exercise of options granted under the New Share Option Scheme; and

• (b) the existing share option scheme adopted by the Company on 7 November 2003 (the “Existing Share Option Scheme”) be terminated upon the New Share Option Scheme becoming unconditional such that thereafter no further options shall be granted under the Existing Share Option Scheme but in all other respects the provisions of the Existing Share Option Scheme shall remain in full force and effect and options granted thereunder prior to such termination shall continue to be valid and exercisable in accordance with their terms of issue.”

By Order of the Board of South East Group Limited Chan Sau Chee Company Secretary

Hong Kong, 9 July 2013

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (i) A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint a proxy to attend and, in the event of a poll, vote in his stead. A proxy need not be a member of the Company.

• (ii) In order to be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of the power of attorney or authority must be deposited with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

• (iii) Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the meeting convened or any adjournment thereof and in such event, the authority of the proxy shall be deemed to be revoked.

• (iv) Biographical details of the directors proposed for re-election are set out in the section headed “Re-election of Directors” of this circular, of which this notice forms part.

The directors of the Company as at the date of this notice are Mr. Wu Siu Chung (Chairman) and Mr. Chen Xiaoping as executive directors; Mr. Chen Yuan Shou, Budiman and Mr. Eduard William Rudolf Helmuth Will as non-executive directors; Mr. Lo Yuk Lam and Mr. Wong Kam Wah as independent non-executive directors.

– 27 –