DIT Group Limited — Board/Management Information 2014

Dec 30, 2014

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.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 726)

CHANGE OF DIRECTORS, FOURTH SUPPLEMENTAL FRAMEWORK AGREEMENT AND ADVANCED TO AN ENTITY

CHANGE OF DIRECTORS

The Board announces that the composition of the Board, the Audit Committee, Remuneration and Nomination Committee has the following changes with effect from 30 December 2014:

1. Mr. Ng Kwok Wai has resigned as independent non-executive director, Member of the Audit Committee and Chairman of each Remuneration Committee and Nomination Committee of the Company;

2. Mr. Ling Kit Wah, Joseph has resigned as independent non-executive director of the Company; and

3. Mr. Chen Xiaoping has resigned as non-executive director of the Company and member of Audit Committee; and

4. Mr. Lee Chi Ming has been appointed as independent non-executive director, Member of the Audit Committee and Chairman of each Remuneration Committee and Nomination Committee of the Company; and

5. Mr. Chan Chi Hung, Anthony has been appointed as independent non-executive director and member of Audit Committee of the Company.

FOURTH SUPPLEMENTAL FRAMEWORK AGREEMENT AND ADVANCE TO AN ENTITY

Subsequent to Third Supplemental Framework Agreement entered between the Company and the Vendor, Earnest Money of the HK$22 million has been paid on 22 December 2014. On 30 December 2014, the Company and the Vendor entered into a fourth supplemental framework agreement, pursuant to which the Earnest Money will be revised to HK$72 million in total and all the terms and conditions set out in the Framework Agreement will remain in effect.

* For identification purpose only

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RESIGNATION OF DIRECTORS

Mr. Ng Kwok Wai (“Mr. Ng”) has tendered his resignation as independent non-executive director, Member of the Audit Committee (the “Audit Committee”) and Chairman of each Remuneration Committee (the “Remuneration Committee”) and Nomination Committee (the “Nomination Committee”) of the Company because of increased commitment in his own business.

Mr. Ling Kit Wah, Joseph (“Mr. Ling”) has tendered his resignation as independent non-executive director of the Company because his intention to devote more time to his personal career.

Mr. Chen Xiaoping (“Mr. Chen”) has resigned as non-executive director of the Company and member of Audit Committee because of increased commitment in his own business.

Both Mr. Ng, Mr. Ling and Mr. Chen have confirmed that they have no disagreement with the Board and there are no matters relating to their resignation that need to be brought to the attention of the shareholders of the Company.

APPOINTMENT OF DIRECTOR

The Board is pleased to announce that Mr. Lee Chi Ming (“Mr. Lee”) has been appointed as independent nonexecutive director, Member of Audit Committee and Chairman of each Remuneration Committee and Nomination Committee of the Company to fill the vacancy caused by the resignation of Mr. Ng.

Mr. Lee, aged 61, is a fellow member of Association of Chartered Certified Accountants (“ACCA”) and Hong Kong Institute of Certified Public Accountants (“HKICPA”). He graduated from Hong Kong Polytechnic. He also holds a LLB degree from University of London and a master degree in Business Administration from University of Hong Kong.

Mr. Lee serves as Council member of the ACCA, a member of the Advisory Committee of the School of Professional Education and Executive Development (“SPEED”) of HK Polytechnic University, and vice president of the Hong Kong Association of Financial Advisors Limited. He was the past president of ACCA, Hong Kong (2003/04) and a Council member of HKICPA (2005).

Mr. Lee has over 25 years’ experience in the fields of accounting, regulations and asset management. He held various senior positions with the Securities and Futures Commission (“SFC”), Hong Kong since 1995, as director of Licensing, director of Corporate Planning and director of Finance and Administration. Mr. Lee retired from SFC in July 2014 and joined as director and managing partner of Benington Capital Ltd, an asset management company which manages a Greater China focused long-short equity fund for professional investors.

The Board is also pleased to announce that Mr. Chan Chi Hung Anthony (“Mr. Chan”) has been appointed as independent non-executive director and Member of Audit Committee to fill the vacancy caused by the resignation of Mr. Ling.

Mr. Chan Chi Hung Anthony, Aged 41, is an Executive Director of EPI Holdings Limited (“EPI”), an international oil & gas operator (HKSE Stock Code: 689). He was appointed on July 2013.

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Prior to joining EPI, Mr. Chan has held senior management positions at other Hong Kong listed companies. He was the executive director of China Financial Leasing Group Limited (HKSE Stock Code: 2312) from April 2007 to July 2013.

Mr. Chan has held the position of non-executive director at Build King Holdings Limited (HKSE Stock Code: 240) since December 2008. Prior to his managerial career, Mr. Chan was the investment manager of Springfield Financial Advisory Limited, in charge of private equity, fund-of-funds and fixed-income investment portfolios for four years. Mr. Chan started his career as a banker in J.P. Morgan covering Asia ex-Japan region.

Mr. Chan is a graduate of University of Minnesota - Twin Cities and Stanford Graduate School of Business, both in United States.

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

Mr. Lee and Mr. Chan do not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. Save as disclosed above, Mr. Lee and Mr. Chan do not hold any position with the Company and other members of the Company’s group; nor do they have any interest or short position in shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance. There is no information relating to Mr. Lee and Mr. Chan that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). Further, there are no other matters which need to be brought to the attention of the shareholders of the Company in connection with his appointment.

The Board would like to take this opportunity to welcome Mr. Lee and Mr. Chan to join the Board and express its appreciations to Mr. Ng, Mr. Ling and Mr. Chen for their contributions to the Company.

FOURTH SUPPLEMENTAL FRAMEWORK AGREEMENT AND ADVANCE TO AN ENTITY

Reference is made to the Company’s announcements dated 26 February 2014, 23 May 2014, 22 August 2014 and 25 November 2014 respectively (the “Announcements”) in relation to the Framework Agreement dated 26 February 2014 (as supplemented by the three supplemental agreements dated 23 May 2014, 22 August 2014 and 25 November 2014 respectively) (the “Framework Agreement”) entered into by the Company and Mr. Liu Shu (the “Vendor”) in relation to the Proposed Acquisition. Capitalized terms used herein shall have the same meanings as those defined in the Announcements unless the context otherwise requires.

Subsequent to the payment of the HK$22 million by the Company to the Vendor as the Earnest Money on 22 December 2014, as informed by the Vendor, he requests the Company to pay additional Earnest Money of HK$50 million and accordingly, on 30 December 2014, the Company and the Vendor entered into a fourth supplemental framework agreement (the “Fourth Supplemental Framework Agreement”) to supplement the Framework Agreement, pursuant to which the Earnest Money will be revised to HK$72 million in total and all the terms and conditions set out in the Framework Agreement will remain in effect.

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The amount of the Earnest Money exceeds 8% of the assets ratio of the Company as defined under Rule 14.07(1) of the Listing Rules and it constitutes an advance to an entity under Rules 13.13, 13.14 and 13.15 of the Listing Rules. If (i) the Formal Agreement is not entered into on or before the Long Stop Date; or (ii) the Formal Agreement is entered into but completion of the Proposed Acquisition for whatever causes does not take place; or (iii) the Framework Agreement is terminated for whatever causes, the Earnest Money (if paid) shall be refunded forthwith to the Company. If the Formal Agreement is entered into and the parties thereto proceed to completion of the Proposed Acquisition, the Earnest Money will be treated as part payment of the consideration and will be dealt with pursuant to Formal Agreement. The Earnest Money is unsecured and does not bear any interest.

The Company wishes to emphasize that the Framework Agreement (as supplemented by the Fourth Supplemental Framework Agreement) does not constitute a binding commitment on the Company in respect of the Proposed Acquisition and as the Proposed Acquisition may or may not proceed, Shareholders and potential investors are urged to exercise caution when dealing in the securities of the Company.

If the Proposed Acquisition is materialised, it may constitute a notifiable transaction for the Company under the Listing Rules and the Company will make further announcement in respect of the Proposed Acquisition as and when appropriate.

By order of the Board of South East Group Limited Mock Wai Yin Executive Director

Hong Kong, 30 December 2014

As at the date of this announcement, the Board comprises Mr. Yu Shengming (Chairman), Mr. Yeung Chun Wai, Anthony (Deputy Chairman), Mr. Mock Wai Yin, Mr. Chan Chi Yuen and Mr. Chen Domingo as executive directors; Mr. Lee Chi Ming, Mr. Lee Chi Hwa, Joshua and Mr. Chan Chi Hung, Anthony as independent nonexecutive directors.

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