DIT Group Limited — Capital/Financing Update 2011

Mar 9, 2011

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)

PROPOSED AMENDMENT OF TERMS AND CONDITIONS OF HK$68,000,000 CONVERTIBLE BOND DUE 2011

PROPOSED AMENDMENT OF TERMS AND CONDITIONS OF THE CONVERTIBLE BOND

On 9 March 2011, the Company and the Subscriber entered into the Deed of Amendment to amend various terms of the Convertible Bond. After the Amendment, the maturity date of the Convertible Bond will be extended for 5 years to 7 May 2016. In addition, the conversion price of the Convertible Bond will be adjusted to HK$0.418 per Conversion Share and the interest of the Convertible Bond will be adjusted to 3 per cent (3%) per annum, effective from 8 May 2011. Furthermore, any Outstanding Principal Amount cannot be converted if following such conversion, the Bondholder and its associates would be interested in an aggregate of 20% or more of the issued share capital of the Company then issued immediately before the conversion.

The Deed of Amendment will only be effective upon all the following conditions having been fulfilled:

• (a) the Company having convened a special general meeting at which resolutions shall be duly passed by the Shareholders to approve and ratify the Deed of Amendment and the transactions contemplated thereunder;

• (b) the Stock Exchange having approved the Amendment pursuant to the Listing Rules and the Listing Committee, having granted (either unconditionally or subject to conditions acceptable to the Company) the listing of, and permission to deal in, the Conversion Shares to be issued as a result of the exercise of the Conversion Rights attaching to the Convertible Bond, as amended by the Deed of Amendment; and

• (c) all necessary consents and approvals required to be obtained on the part of the Company in respect of the Amendment having been obtained.

LISTING RULES IMPLICATIONS

Pursuant to Rule 28.05 of the Listing Rules, any alterations in the terms of convertible debt securities after issue must be approved by the Stock Exchange, except where alterations take effect automatically under the existing terms of such convertible debt securities. The Company will apply to the Stock Exchange for its approval of the proposed Amendment pursuant to the requirements set out in the Listing Rules.

GENERAL

A SGM will be convened to consider and, if thought fit, approve, among others, the Amendment and to obtain specific mandate from the Shareholders to issue the Conversion Shares. A circular containing details of the Deed of Amendment and a notice convening the SGM will be dispatched to the Shareholders in accordance with the requirements set out in the Listing Rules.

* For identification purposes only

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BACKGROUND INFORMATION

Reference is made to the Company’s announcement on 14 April 2008. As described in the CB Announcement, the Company issued the Convertible Bond to the Subscriber, an independent third party, with a principal amount of HK$68,000,000. The Convertible Bond bears interest at the rate of 2.5% per annum and is convertible into Shares of the Company. As at the date of this announcement, the Convertible Bond with an aggregate amount of HK$68,000,000 held by the Subscriber is still outstanding. All the outstanding Convertible Bond will mature on 7 May 2011 pursuant to the original terms and conditions of the Convertible Bond. For further details of the Convertible Bond, please refer to the CB Announcement.

DEED OF AMENDMENT

On 9 March 2011, the Company and the Subscriber entered into the Deed of Amendment to amend certain terms of the Convertible Bond. After the Amendment, the maturity date of the Convertible Bond will be extended for 5 years to 7 May 2016. In addition, the Conversion Price of the Convertible Bond will be adjusted to HK$0.418 per Conversion Share and the interest of the Convertible Bond will be adjusted to 3 per cent (3%) per annum, effective from 8 May 2011. Furthermore, any Outstanding Principal Amount cannot be converted if following such conversion, the Bondholder and its associates would be interested in an aggregate of 20% or more of the issued share capital of the Company then issued immediately before the conversion.

The principal terms and conditions of the Convertible Bond after the Deed of Amendment becomes effective are as follows:

Principal amount	:	HK$68,000,000.
Interest	:	3% per annum effective from 8 May 2011 on the Outstanding Principal
		Amount of the Convertible Bond. Interest will be payable annually in
		arrears.
Conversion Price	:	HK$0.418 per Conversion Share
Maturity Date	:	7 May 2016
Status	:	The Convertible Bond constitutes general, unsecured obligations of the
		Company and will rank pari passu with all future unsecured and
		unsubordinated obligations of the Company. No application will be made
		for a listing of the Convertible Bond in any jurisdiction.
Transferability	:	The Convertible Bond may be assigned or transferred in respect of the
		whole Outstanding Principal Amount in accordance with the provisions
		of the Convertible Bond, subject to the written consent of the Company
		and subject to the satisfaction or compliance with the conditions,
		approvals, requirements and any other provisions of or under (1) the Stock
		Exchange (and any alternative stock exchange) or their rules and
		regulations; (2) the approval for listing in respect of the Conversion Shares;
		and (3) all applicable laws and regulations.

Any assignee or transferee of the Convertible Bond may not assign or transfer the Convertible Bond without the written consent of the Company. The Company may at its discretion determine that the Convertible Bond may not be assigned or transferred if the Company considers that:

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• (a) the assignee or the transferee or any of its associates or controller directly or indirectly compete with any businesses of the Company; or

• (b) the assignee or the transferee or any of its associates is or was in dispute or legal proceedings with the Company, any of its shareholders holding 5% or more of the Company issued share capital and/or any of its directors; or

• (c) the assignee or the transferee, its legal owner or its ultimate beneficial owner is not independent of or is connected with any one or more of the directors, chief executives and substantial shareholders of the Company and its subsidiaries and their respective associates (as defined under the Listing Rules).

• Conversion Right : The Bondholder may convert all or any part of the Outstanding Principal Amount of the Convertible Bond into Shares in accordance with the terms and conditions of the Convertible Bond, provided that (i) the number of Shares in respect of each conversion shall not be less than 10 million Shares; (ii) exercise of the Conversion Right shall be restricted to the extent that the minimum public float as required by the Stock Exchange can be maintained or that (iii) any Outstanding Principal Amount can not be converted if following such conversion, the Bondholder and its associates would be interested in an aggregate of 20% or more of the issued share capital of the Company then issued immediately before the conversion.

• Ranking of Conversion : The Conversion Shares will, upon issued, rank pari passu in all respects Shares with the Shares then in issue.

• Voting : The Bondholder will not be entitled to receive notices of, attend or vote at any meetings of the Company by reason only of being the Bondholder.

• Redemption : The Company has no obligation to redeem the Convertible Bond prior to the Maturity Date unless an event of default as provided in the terms and conditions of the Convertible Bond has occurred prior to the Maturity Date and the Bondholder serves a notice on the Company requiring the Convertible Bond to be redeemed. The Company may, at any time, prepay without penalty, the Outstanding Principal Amount of the Convertible Bond in integral amounts of HK$1,000,000.

CONDITIONS OF THE DEED OF AMENDMENT

The Deed of Amendment will only be effective upon all the following conditions having been fulfilled:

• (a) the Company having convened a special general meeting at which resolutions shall be duly passed by the Shareholders to approve and ratify the Deed of Amendment and the transactions contemplated thereunder;

• (b) the Stock Exchange having approved the Amendment pursuant to the Listing Rules and the Listing Committee, having granted (either unconditionally or subject to conditions acceptable to the Company) the listing of, and permission to deal in, the Conversion Shares to be issued as a result of the exercise of the Conversion Rights attaching to the Convertible Bond as amended by the Deed of Amendment; and

• (c) all necessary consents and approvals required to be obtained on the part of the Company in respect of the Amendment having been obtained.

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LISTING OF THE CONVERTIBLE BOND AND THE CONVERSION SHARES

No application will be made for the listing of the Convertible Bond on the Stock Exchange or any other recognized stock or securities exchanges. However, application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares to be issued as a result of the exercise of the conversion rights attaching to the Convertible Bond in full pursuant to the Deed of Amendment.

REASONS FOR THE AMENDMENT

The Amendment effectively allows the Group to refinance the debts under the Convertible Bond with only small increase of the interest for further 5 years and the Board is of the view that the Amendment will enable the Company to retain the funds for potential investments or opportunities. The Board considers that the terms and conditions of the Deed of Amendment are fair and reasonable and the Amendment is in the interests of the Company and the Shareholders as a whole. The Directors are of the view that the Amendment will not pose any significant impact on the operations of the Group.

LISTING RULES IMPLICATIONS

Pursuant to Rule 28.05 of the Listing Rules, any alterations in the terms of convertible debt securities after issue must be approved by the Stock Exchange, except where alterations take effect automatically under the existing terms of such convertible debt securities. The Company will apply to the Stock Exchange for its approval of the proposed Amendment pursuant to Rule 28.05 of the Listing Rules.

GENERAL

A SGM will be convened to consider and, if thought fit, approve, among others, the Amendment and to obtain specific mandate from the Shareholders to issue the Conversion Shares. A circular containing details of the Deed of Amendment and a notice convening the SGM will be dispatched to the Shareholders in accordance with the requirements set out in the Listing Rules.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

“Amendment”	The amendment of the terms and conditions of the Convertible Bond
“Board”	Board of Directors of the Company
“Bondholder”	any person whose name is for the time being registered in the register of
	Bondholder and any person entitled by transmission to be registered as such
“Company”	South East Group Limited (stock code: 726), a company incorporated in
	Bermuda with limited liability, whose shares are listed on the Stock Exchange
“Conversion Shares”	the Shares to be issued by the Company upon exercise by the Bondholder of
	the conversion rights attaching to the Convertible Bond as amended by the
	Deed of Amendment
“Convertible Bond”	the convertible bond in the principal amount of Hong Kong dollars sixty
	eight million (HK$68,000,000), issued by the Company and subscribed by
	the Subscriber carrying an interest of two and half per cent. (2.5%) per annum.

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“Deed of Amendment”

The deed of amendment dated 9 March 2011 entered into between the Company and the Subscriber

“Directors” The directors of the Company “CB Announcement” The Company’s announcement dated 14 April 2008 in relation to the issue of the Convertible Bond and resumption of trading “Group” The Company and its subsidiaries “Hong Kong” The Hong Kong Special Administrative Region of the PRC “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Listing Committee” The Listing Committee of the Stock Exchange “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange “Maturity Date” 7 May 2016 “Outstanding Principal Amount” the principal amount of HK$68,000,000 less any amount that has been repaid by the Company or converted into Shares from time to time before the Maturity Date “SGM” The special general meeting of the Company to be convened and held for the Shareholders to consider, and if thought fit, approve, among others, the Amendment “Share(s)” Ordinary share(s) of HK$0.10 each in the share capital of the Company “Shareholder(s)” Holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscriber” Loyal Delight Group Limited, a company incorporated in the British Virgin Islands and whose registered office is situated at Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, British Virgin Islands, which is an independent third party

By order of the Board SOUTH EAST GROUP LIMITED Wu Siu Chung Chairman

Hong Kong, 9 March 2011

The directors of the Company as at the date of this announcement 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, Mr. WONG Kam Wah and Mr. David R. PETERSON as independent non-executive directors.

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