DIT Group Limited — Board/Management Information 2013

Dec 20, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

==> picture [249 x 77] intentionally omitted <==

CHANGE OF HOLDER OF CONVERTIBLE BOND, DISPOSAL OF SHARES BY SUBSTANTIAL SHAREHOLDER, CHANGE OF SINGLE LARGEST SHAREHOLDER, AND CHANGES OF COMPOSITION OF THE BOARD

CHANGE OF HOLDER OF CONVERTIBLE BOND, DISPOSAL OF SHARES BY SUBSTANTIAL SHAREHOLDER AND CHANGE OF SINGLE LARGEST SHAREHOLDER

On 20 December 2013 (after trading hours), the Board has been informed by the CB Holder that it has entered into a sale and purchase agreement with Purchaser pursuant to which the Purchaser has agreed to purchase and the CB Holder has agreed to dispose of all the Convertible Bond at the consideration of HK$68 million. The transfer of the Convertible Bond was completed on 20 December 2013.

On 20 December 2013 (after trading hours), the Board has been informed by its substantial shareholder, Brilliant Express, a company wholly-owned by Mr. Wu, that it has disposed all of its shareholding, totally 92,000,000 Shares (representing approximately 25.32% of the issued share capital of the Company) to the Purchaser at the consideration of HK$142 million, equivalent to a price of HK$1.54 per Share, off the market on 20 December 2013. The Share Disposal was completed on 20 December 2013.

The price of HK$1.54 per Share represents (i) a premium of approximately 94.94% over the closing price of HK$0.79 per Share as at the date of this announcement; and (ii) a premium of approximately 105.33% over the average closing price of HK$0.75 per Share for the last five trading days up to the date of announcement.

• For identification purpose only

– 1 –

CHANGES OF COMPOSITION OF THE BOARD

The composition of the Board will have the following changes with effect from 20 December 2013:

• (a) Mr. Yu Shengming was appointed as the Chairman of the Board and an executive Director of the Company;

• (b) Mr. Mock Wai Yin was appointed as the Deputy Chairman of the Board, an executive Director, the chief executive officer and a member of the Nomination Committee and Remuneration Committee of the Company and an authorized representative of the Company;

• (c) Mr. Chan Chi Yuen was appointed as an executive Director of the Company;

• (d) Mr. Ng Kwok Wai was appointed as an independent non-executive Director, the chairman of Nomination Committee and Remuneration Committee and a member of Audit Committee of the Company;

• (e) Mr. Lee Chi Hwa, Joshua was appointed as an independent non-executive executive Director, the chairman of Audit Committee and a member of Nomination Committee and Remuneration Committee of the Company;

• (f) Mr. Chen Xiaoping, an executive Director, was re-designated as a non-executive Director and appointed as a member of the Audit Committee of the Company and resigned as the chief executive officer of the Company;

• (g) Mr. Wu Siu Chung resigned as the Chairman of the Board, an executive Director and an authorized representative of the Company due to his commitments in other business;

• (h) Mr. Eduard William Rudolf Helmuth Will resigned as a non-executive Director, a member of the Audit Committee, Nomination Committee and Remuneration Committee of the Company due to his commitments in other business;

• (i) Mr. Lo Yuk Lam resigned as an independent non-executive Director, the chairman of Nomination Committee and Remuneration Committee and a member of Audit Committee of the Company due to his commitments in other business; and

• (j) Mr. Wong Kam Wah resigned as an independent non-executive Director, the chairman of Audit Committee and a member of Nomination Committee and Remuneration Committee of the Company due to his commitments in other business.

This announcement is made by South East Group Limited (the ‘‘Company’’) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) (the ‘‘Listing Rules’’) and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

– 2 –

CHANGE OF HOLDER OF CONVERTIBLE BOND, DISPOSAL OF SHARES BY SUBSTANTIAL SHAREHOLDER AND CHANGE OF SINGLE LARGEST SHAREHOLDER

On 20 December 2013 (after trading hours), the Board has been informed by Loyal Delight Group Limited (the ‘‘CB Holder’’), the holder of a convertible bond issued by the Company (the ‘‘Convertible Bond’’) with an outstanding principal amount of HK$68 million due in May 2016 with coupon interest rate of 3% per annum and conversion price of HK$0.418 per Share that it has entered into a sale and purchase agreement with Purchaser, pursuant to which the Purchaser has agreed to purchase and the CB Holder has agreed to dispose of all the Convertible Bond at the consideration of HK$68 million. The transfer of the Convertible Bond was completed on 20 December 2013.

On 20 December 2013 (after trading hours), the board of directors (the ‘‘Directors’’) (the ‘‘Board’’) of the Company has been informed by its substantial shareholder, Brilliant Express International Limited (‘‘Brilliant Express’’), a company wholly-owned by Mr. Wu Siu Chung (‘‘Mr. Wu’’), the chairman and executive director of the Company that it has disposed all of its shareholding, namely 92,000,000 shares of the Company (the ‘‘Share’’) (representing approximately 25.32% of the issued share capital of the Company) to Viva Shine Limited (the ‘‘Purchaser’’), a company wholly-owned by Mr. Yu Shengming (‘‘Mr. Yu’’) at the consideration of HK$142 million, equivalent to a price of HK$1.54 per Share off the market on 20 December 2013 (the ‘‘Share Disposal’’). The Share Disposal was completed on 20 December 2013.

The price of HK$1.54 per Share represents (i) a premium of approximately 94.94% over the closing price of HK$0.79 per Share as at the date of this announcement; and (ii) a premium of approximately 105.33% over the average closing price of HK$0.75 per Share for the last five trading days up to the date of announcement.

CHANGES OF COMPOSITION OF THE BOARD

The composition of the Board will have the following changes with effect from 20 December 2013:

• (a) Mr. Yu was appointed as the Chairman of the Board and an executive Director of the Company;

• (b) Mr. Mock Wai Yin (‘‘Mr. Mock’’) was appointed as the Deputy Chairman of the Board, an executive Director, the chief executive officer and a member of the Nomination Committee and Remuneration Committee of the Company and an authorized representative of the Company;

• (c) Mr. Chan Chi Yuen (‘‘Mr. Chan’’) was appointed as an executive Director of the Company;

• (d) Mr. Ng Kwok Wai (‘‘Mr. Ng’’) was appointed as an independent non-executive Director, the chairman of Nomination Committee and Remuneration Committee and a member of Audit Committee of the Company;

– 3 –

• (e) Mr. Lee Chi Hwa, Joshua (‘‘Mr. Lee’’) was appointed as an independent non-executive executive Director, the chairman of Audit Committee and a member of Nomination Committee and Remuneration Committee of the Company;

• (f) Mr. Chen Xiaoping (‘‘Mr. Chen’’), an executive Director, was re-designated as a nonexecutive Director and appointed as a member of the Audit Committee of the Company and resigned as a chief executive officer of the Company;

• (g) Mr. Wu resigned as the chairman of the Board, an executive Director and an authorized representative of the Company due to his other business commitments;

• (h) Mr. Eduard William Rudolf Helmuth Will resigned as a non-executive Director, a member of the Audit Committee, Nomination Committee and Remuneration Committee of the Company due to his other business commitments;

• (i) Mr. Lo Yuk Lam resigned as an independent non-executive Director, the chairman of Nomination Committee and Remuneration Committee and a member of Audit Committee of the Company due to his other business commitments; and

• (j) Mr. Wong Kam Wah resigned as an independent non-executive Director, the chairman of Audit Committee and a member of Nomination Committee and Remuneration Committee of the Company due to his other business commitments.

Each of the resigning Directors has confirmed that he has no disagreement with the Board and there is no matter in respect of his resignation that needs to be brought to the attention of the shareholders of the Company and the Stock Exchange.

The biographies of Mr. Yu, Mr. Mock, Mr. Chan, Mr. Ng, Mr. Lee and Mr. Chen are set out below:

Mr. Yu, aged 47, is currently the chairman of Zhao Cheng Group (招誠集團) in Shenzhen. Zhao Cheng Group (招誠集團) is a leading conglomerate engaged in diversified business such as trading of construction materials, leasing of property, project investment, tourist real estate and financial services. He also dedicates himself into social and public affairs and holds a number of important positions in political and business fields, namely the delegate of the 12th session of the People’s Congress of Guangdong Municipality, the honourable chairman of the Confederacy of HongKong ShanWei Clansmen Limited and the deputy chairman of the China Furniture & Decoration Chamber of Commerce.

Mr. Mock, aged 41, holds a Master of Philosophy in Biochemistry from The Chinese University of Hong Kong and a Master of Science in Hazard Analysis and Critical Control Point from University of Salford. He also holds a Postgraduate Diploma in Professional Accounting. Mr. Mock has 14 years of experience in research analysis and over 2 years of world-wide experience in natural resources, project investment and property development as well as project valuation and budget management. Currently, he is a director of a company which provide advisory services in relation to client’s project investments.

– 4 –

Mr. Chan, aged 47, holds a Bachelor degree with honours in Business Administration and a Master of Science degree in Corporate Governance and Directorship. He is a fellow of the Hong Kong Institute of Certified Public Accountants and The Association of Chartered Certified Accountants in the United Kingdom and an associate of The Institute of Chartered Accountants in England and Wales. Mr. Chan is a practising certified public accountant and has extensive experience in financial management, corporate development, corporate finance and corporate governance.

Mr. Chan is currently an executive director and the chief executive officer of Noble Century Investment Holdings Limited, an independent non-executive director of Asia Energy Logistics Group Limited, China Gamma Group Limited, China Sandi Holdings Limited, Jun Yang Solar Power Investments Limited, Media Asia Group Holdings Limited, New Times Energy Corporation Limited and U-RIGHT International Holdings Limited. Mr. Chan was an executive director of Kong Sun Holdings Limited from February 2007 to November 2009 and from December 2011 to September 2013, and an independent non-executive director of The Hong Kong Building and Loan Agency Limited from October 2009 to February 2011, Richly Field China Development Limited from February 2009 to August 2010 and Superb Summit International Timber Company Limited (currently known as Superb Summit International Group Limited) from April 2007 to June 2010. The issued shares of all the aforesaid companies are listed and traded on The Stock Exchange of Hong Kong Limited.

Mr. Ng, aged 37, holds a bachelor degree in accounting and finance. He has over 10 years in the field of accounting and finance.

Mr. Lee, aged 41, is a fellow member of the Association of Chartered Certified Accountants and a member of Hong Kong Institute of Certified Public Accountants. Mr. Lee has extensive experience in the fields of auditing, accounting and finance. Mr. Lee currently serves as an independent non-executive director of China Fortune Investments (Holding) Limited (stock code: 8116) and Code Agriculture (Holdings Limited) (stock code: 8153), both are listed on the GEM Board of The Stock Exchange of Hong Kong Limited. He was an independent non-executive director of King Stone Energy Group Limited (stock code: 663) from January 2012 to April 2013.

Mr. Chen, 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 Advisor of Global Interactive Technology AG and Financial Advisor of CNT Group. He is also a director and the chief executive officer of Ricco Capital (Holdings) Limited, which is wholly owned by the former chairman of the Company.

Save as mentioned above, as at the date of this announcement, each of the newly appointed Directors:

• (a) did not hold any directorships in other listed company in the last three years;

• (b) did not enter into any written service contract with the Company but will hold office until the next annual general meeting of the Company and will be subject to retirement by rotation and re-election pursuant to the Bye-laws and memorandum of association of the Company;

– 5 –

• (c) did not have interests or did not hold any short position in any shares or underlying shares in or any debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance;

• (d) was not connected with any directors, senior management or substantial shareholders or controlling shareholders of the Company; and

• (e) save for disclosed herein, has no further information to be disclosed pursuant to the requirements of Rules 13.51(2) of the Listing Rules relating to his appointment as a Director of the Company.

The remuneration of each of the above newly appointed Directors will be determined by the Remuneration Committee and the Board by reference to their duties and responsibilities with the Company, the remuneration policy of the Company as well as prevailing market rates.

The Board would like to take this opportunity to express its sincere gratitude to each of the resigned Directors for their valuable contributions to the Company during their tenure and extend a warm welcome to each of the newly appointed Directors for joining the Board.

On behalf of the Board South East Group Limited Yu Shengming Executive Director and Chairman

Hong Kong, 20 December 2013

As at the date of this announcement, the Board comprises Mr. Yu Shengming (Chairman), Mr. Mock Wai Yin (Deputy Chairman) and Mr. Chan Chi Yuen as executive Directors; Mr. Chen Xiaoping and Mr. Chen Yuan Shou, Budiman as non-executive Directors; and Mr. Ng Kwok Wai, Mr. Lee Chi Hwa, Joshua and Mr. Ling Kit Wah, Joseph as independent nonexecutive Directors.

In case of any inconsistency, the English text of this announcement shall prevail over the Chinese text.

– 6 –