DIT Group Limited — Capital/Financing Update 2014

Oct 29, 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)

RESULTS OF THE RIGHTS ISSUE ON THE BASIS OF EIGHT (8) RIGHTS SHARES FOR EVERY ONE (1) SHARE HELD ON THE RECORD DATE AND ADJUSTMENT TO THE CONVERSION PRICE OF THE CONVERTIBLE BOND

RESULTS OF THE RIGHTS ISSUE

The Board is pleased to announce that at 4:00 p.m. on Wednesday, 22 October 2014, being the latest time for acceptance of and payment for the Rights Shares and application and payment for excess Rights Shares, a total of 763 valid acceptances and applications were received for a total of 2,079,581,894 Rights Shares, which comprise (i) 361 valid acceptances for the provisional allotment under the PALs in respect of a total of 1,959,147,328 Rights Shares, representing approximately 67.10% of the total number of 2,919,647,040 Rights Shares available under the Rights Issue; and (ii) 402 valid applications for excess Rights Shares under the EAFs in respect of a total of 120,434,566 Rights Shares, representing approximately 4.12% of the total number of 2,919,647,040 Rights Shares available under the Rights Issue.

The aggregate of 2,079,581,894 Rights Shares validly accepted and applied for under the PALs and EAFs represent approximately 71.23% of the total number of 2,919,647,040 Rights Shares available under the Rights Issue. Accordingly, the Rights Issue was under-subscribed by 840,065,146 Rights Shares, representing approximately 28.77% of the total number of 2,919,647,040 Rights Shares available under the Rights Issue.

Regarding the 120,434,566 excess Rights Shares being applied for by way of application under the excess application, the Board has resolved to allot all the available excess Rights Shares to those 402 valid applicants on a fair and equitable basis as set out in the Prospectus.

UNDERWRITING AGREEMENT

As all the conditions precedent set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement was not terminated by the Underwriter on or before 4:00 p.m. on Tuesday, 28 October 2014, the Underwriting Agreement became unconditional after 4:00 p.m. on the same day. Based on the results of the Rights Issue as set out above, the Rights Issue was under-subscribed by 840,065,146 Rights Shares. In accordance with the terms of the Underwriting Agreement, the Underwriter has performed its underwriting obligations and has procured subscribers/sub-underwriters to take up all the Untaken Shares.

DESPATCH OF THE SHARE CERTIFICATES FOR FULLY-PAID RIGHTS SHARES

Share certificates for fully-paid Rights Shares in respect of valid acceptances of the Rights Shares under the PALs and successful applications for excess Rights Shares under the EAFs will be despatched to the applicant(s)/allottee(s) who are entitled thereto by ordinary post to their registered address(es), at their own risk, on or before Thursday, 30 October 2014.

* For identification purpose only

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COMMENCEMENT OF DEALINGS IN RIGHTS SHARES IN FULLY-PAID FORM

Dealings in the fully-paid Rights Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Friday, 31 October 2014.

ADJUSTMENT TO THE CONVERSION PRICE OF THE CONVERTIBLE BOND

As a result of the Rights Issue, adjustment was made to conversion price of the Convertible Bond, details of which are set out in this announcement.

Reference is made to the prospectus of South East Group Limited dated 8 October 2014 (the “ Prospectus ”) in relation to the Right Issue. Unless otherwise defined herein, terms used in this announcement shall have the same meanings as those defined in the Prospectus.

RESULTS OF THE RIGHTS ISSUE

The Board is pleased to announce that at 4:00 p.m. on Wednesday, 22 October 2014, being the latest time for acceptance of and payment for the Rights Shares and application and payment for excess Rights Shares, a total of 763 valid acceptances and applications were received for a total of 2,079,581,894 Rights Shares, which comprise (i) 361 valid acceptances for the provisional allotment under the PALs in respect of a total of 1,959,147,328 Rights Shares, representing approximately 67.10% of the total number of 2,919,647,040 Rights Shares available under the Rights Issue; and (ii) 402 valid applications for excess Rights Shares under the EAFs in respect of a total of 120,434,566 Rights Shares, representing approximately 4.12% of the total number of 2,919,647,040 Rights Shares available under the Rights Issue.

The aggregate of 2,079,581,894 Rights Shares validly accepted and applied for under the PALs and EAFs represent approximately 71.23% of the total number of 2,919,647,040 Rights Shares available under the Rights Issue. Accordingly, the Rights Issue was under-subscribed by 840,065,146 Rights Shares, representing approximately 28.77% of the total number of 2,919,647,040 Rights Shares available under the Rights Issue.

Excess Rights Shares

Regarding the 120,434,566 excess Rights Shares being applied for by way of application under the excess application, the Board has resolved to allot all the available excess Rights Shares to those 402 valid applicants on a fair and equitable basis as set out in the Prospectus.

UNDERWRITING AGREEMENT

As all the conditions precedent set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement was not terminated by the Underwriter on or before 4:00 p.m. on Tuesday, 28 October 2014, the Underwriting Agreement became unconditional after 4:00 p.m. on the same day. Based on the results of the Rights Issue as set out above, the Rights Issue was under-subscribed by 840,065,146 Rights Shares. In accordance with the terms of the Underwriting Agreement, the underwriter has performed its underwriting obligations and has procured subscribers/sub-underwriters to take up all the Untaken Shares.

DESPATCH OF THE SHARE CERTIFICATES FOR FULLY-PAID RIGHTS SHARES

Share certificates for fully-paid Rights Shares in respect of valid acceptances of the Rights Shares under the PALs and successful applications for excess Rights Shares under the EAFs will be despatched to the applicant(s)/ allottee(s) who are entitled thereto by ordinary post to their registered address(es), at their own risk, on or before Thursday, 30 October 2014.

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COMMENCEMENT OF DEALINGS IN RIGHTS SHARES IN FULLY-PAID FORM

Dealings in the fully-paid Rights Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Friday, 31 October 2014.

CHANGE OF SHAREHOLDINGS IN THE COMPANY ARISING FROM THE RIGHTS ISSUE

The shareholding structure of the Company immediately before and immediately after the completion of the Rights Issue is as follows:

	Immediately	before		Immediately after	Immediately after
	completion of the	Rights Issue		completion of the Rights Issue
Shareholders	No. of Shares	% (approx.)		No. of Shares	% (approx.)
Viva Shine_(Note 1)_	92,000,000	25.21		828,000,000	25.21
Mr. Chen Xiaoping_(Note 2)_	108,000	0.03		2,620,000	0.08
Public
Subscribers procured
by the Underwriter	—	—		840,065,146	25.57
Public Shareholders:	272,847,880	74.76		1,613,917,774	49.14
Total	364,955,880	100.00%		3,284,602,920	100.00%
Notes:

1. Viva Shine is owned as to 50% by Mr. Yu Shengming and 50% by Mr. Wang Guoli. Viva Shine is also interested in the Convertible Bond of principal amount of HK$68,000,000 which are convertible into a maximum of 425,000,000 Shares at the adjusted price of HK$ 0.160 per Share (as detailed in the section headed “Adjustment to the Conversion Price of the Convertible Bond” below). Mr. Yu Shengming, being the chairman of the Company and an executive Director, and Mr. Wang Guoli are deemed to be interested in the Shares and the Convertible Bond held by Viva Shine.

2. Mr. Chen Xiaoping is a non-executive Director.

ADJUSTMENT TO THE CONVERSION PRICE OF THE CONVERTIBLE BOND

As a result of the Rights Issue, adjustment will be made to the conversion price of the Convertible Bond.

Pursuant to the terms and conditions of the Convertible Bonds, the conversion price of the Convertible Bond would be adjusted from HK$0.418 per Share to HK$0.160 per Share as a result of the Rights Issue. Based on the outstanding Convertible Bond in the aggregate principal amount of HK$68,000,000 as at the date of this announcement, the number of Shares to be allotted and issued to the holder of the outstanding Convertible Bond upon exercise of the conversion rights attaching to the Convertible Bond would be adjusted from 162,679,425 Shares to 425,000,000 Shares as a result of the Rights Issue.

The Company’s auditor, East Asia Sentinel Limited, has reviewed the basis of the above adjustment and certified that the above adjustment is in accordance with the terms and conditions of the Convertible Bond. The above adjustment will be effective on Thursday, 30 October 2014.

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Save and except the aforesaid adjustment, there is no alteration to the rights of the holder of the Convertible Bond.

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

Hong Kong, 29 October 2014

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 as non-executive director; and Mr. Ng Kwok Wai, Mr. Lee Chi Hwa, Joshua and Mr. Ling Kit Wah, Joseph as independent non-executive directors.

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