DIT Group Limited — Capital/Financing Update 2014

Oct 8, 2014

Form A 表格甲

The whole of this document must be returned to be valid. 本文件必須整份交還方為有效

Provisional Allotment Letter No. 暫定配額通知書編號

IMPORTANT 重要提示

REFERENCE IS MADE TO THE PROSPECTUS (THE “PROSPECTUS”) DATED 8 OCTOBER 2014 ISSUED BY SOUTH EAST GROUP LIMITED (THE “COMPANY”). TERMS DEFINED IN THE PROSPECTUS SHALL BEAR THE SAME MEANINGS WHEN USED HEREIN UNLESS THE CONTEXT OTHERWISE REQUIRES.

茲提述東南國際集團有限公司（「本公司」）所刊發日期為二零一四年十月八日之章程（「章程」）。除文義另有所指外，章程所定義之詞彙與本文所用者具有相同涵義。

IF YOU ARE IN DOUBT ABOUT ANY OF THE CONTENTS OF THIS DOCUMENT, OR AS TO THE ACTION TO BE TAKEN, OR YOU HAVE SOLD ALL OR PART OF YOUR SHARES OF THE COMPANY, YOU SHOULD SEEK INDEPENDENT PROFESSIONAL ADVICE. 閣下如對本文件任何內容或應採取之行動有疑問，或 閣下已出售所有或部分本公司股份，應尋求獨立專業意見。

THIS DOCUMENT IS VALUABLE AND TRANSFERABLE AND REQUIRES YOUR IMMEDIATE ATTENTION. THE OFFER CONTAINED IN THIS DOCUMENT AND THE ACCOMPANYING FORM OF APPLICATION FOR EXCESS RIGHTS SHARES EXPIRES AT 4:00 P.M. ON WEDNESDAY, 22 OCTOBER 2014.

本文件具有價值及可轉讓，務請閣下立即處理。本文件及隨附之額外供股股份申請表格所載之要約之有效期於二零一四年十月二十二日（星期三）下午四時正屆滿。

DEALINGS IN THE SHARES, THE NIL-PAID SHARES AND THE RIGHT SHARES, MAY BE SETTLED THROUGH CCASS AND YOU SHOULD CONSULT YOUR LICENSED SECURITIES DEALER, REGISTERED DEALER, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER FOR DETAILS OF THE SETTLEMENT ARRANGEMENTS AND HOW SUCH ARRANGEMENTS MAY AFFECT YOUR RIGHTS AND INTERESTS.

股份、未繳款股份及供股股份之買賣可透過中央結算系統進行交收，有關交收安排之詳情及該等安排可能對 閣下權利及權益之影響，應諮詢 閣下之持牌證券交易商、註冊交易商、銀行經理、律師、專業會計師或其他專業顧問。

A COPY OF EACH OF THE PROSPECTUS DOCUMENTS, HAVING ATTACHED THERETO THE WRITTEN CONSENT REFERRED TO UNDER THE SECTION HEADED “DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG” IN APPENDIX III TO THE PROSPECTUS, HAVE BEEN REGISTERED WITH THE REGISTRAR OF COMPANIES IN HONG KONG PURSUANT TO SECTION 342C OF THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE (CHAPTER 32 OF THE LAWS OF HONG KONG). NEITHER THE SECURITIES AND FUTURES COMMISSION NOR THE REGISTRAR OF COMPANIES IN HONG KONG TAKES ANY RESPONSIBILITY FOR THE CONTENTS OF ANY OF THE PROSPECTUS DOCUMENTS.

各章程文件（連同章程附錄三「送呈香港公司註冊處處長之文件」一節所述書面同意書）已遵照公司（清盤及雜項條文）條例（香港法例第 32 章）第 342C 條之規定向香港公司註冊處處長登記。香港證券及期貨事務監察委員會及公司註冊處處長對任何章程文件之內容概不負責。

HONG KONG EXCHANGES AND CLEARING LIMITED, THE STOCK EXCHANGE OF HONG KONG LIMITED AND HONG KONG SECURITIES CLEARING COMPANY LIMITED (“HKSCC”) TAKE NO RESPONSIBILITY FOR THE CONTENTS OF THIS DOCUMENT, 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 DOCUMENT. 香港交易及結算所有限公司、香港聯合交易所有限公司及香港中央結算有限公司（「香港結算」）對本文件之內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不對因本文件之全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。

SUBJECT TO THE GRANTING OF THE LISTING OF, AND PERMISSION TO DEAL IN, THE RIGHTS SHARES IN BOTH THEIR NIL-PAID AND FULLY-PAID FORMS ON THE STOCK EXCHANGE AS WELL AS COMPLIANCE WITH THE STOCK ADMISSION REQUIREMENTS OF HKSCC, THE RIGHTS SHARES IN BOTH THEIR NIL-PAID AND FULLY-PAID FORMS WILL BE ACCEPTED AS ELIGIBLE SECURITIES BY HKSCC FOR DEPOSIT, CLEARANCE AND SETTLEMENT IN CCASS WITH EFFECT FROM THE RESPECTIVE COMMENCEMENT DATES OF DEALINGS IN THE RIGHTS SHARES IN BOTH THEIR NIL-PAID AND FULLY-PAID FORMS ON THE STOCK EXCHANGE OR SUCH OTHER DATES AS MAY BE DETERMINED BY HKSCC. SETTLEMENT OF TRANSACTIONS BETWEEN PARTICIPANTS OF THE STOCK EXCHANGE ON ANY TRADING DAY IS REQUIRED TO TAKE PLACE IN CCASS ON THE SECOND TRADING DAY THEREAFTER. ALL ACTIVITIES UNDER CCASS ARE SUBJECT TO THE GENERAL RULES OF CCASS AND CCASS OPERATIONAL PROCEDURES IN EFFECT FROM TIME TO TIME. 待未繳股款及繳足股款供股股份獲批准於聯交所上市及買賣以及遵守香港結算之股份接納規定後，未繳股款及繳足股款供股股份將獲香港結算接納為合資格證券，自未繳股款及繳足股款供股股份各自開始於聯交所買賣日期或香港結算可能釐定之任何其他日期起，可於中央結算系 統內寄存、結算及交收。聯交所參與者之間於任何交易日進行之交易，須於其後第二個交易日於中央結算系統內交收。所有中央結算系統內之活動均須遵守不時生效之中央結算系統一般規則及中央結算系統運作程序規則進行。

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----- Start of picture text ----- (Incorporated in Bermuda with limited liability)Branch share registrar in Hong Kong: (Stock Code: 726) Registered office of the Company:Computershare Hong Kong Investor Services Limited Shops 1712-16, 17th Floor （於百慕達註冊成立之有限公司） 本公司註冊辦事處：Canon’s CourtHopewell Centre （股份代號：726） 22 Victoria Street183 Queen’s Road East Hamilton HM12Wanchai, Hong Kong Bermuda香港股份過戶登記分處：香港中央證券登記有限公司 RIGHTS ISSUE ON THE BASIS OF EIGHT (8) Principal place of business in Hong Kong:香港灣仔皇后大道東 183 號合和中心 RIGHTS SHARES FOR EVERY ONE (1) EXISTING SHARE HELD 12th Floor, Entertainment Building17 樓 1712-16室 ON THE RECORD DATE AT HK$0.1 PER RIGHTS SHARE 30 Queen’s Road CentralHong Kong按於記錄日期每持有一 (1) 股現有股份 香港主要營業地點：獲發八 (8) 股供股股份之基準， 香港中環皇后大道中 30 號以每股供股股份 0.1 港元進行供股 娛樂行12 樓Provisional Allotment Letter Wednesday, 8 October 2014二零一四年十月八日（星期三）暫定配額通知書Name(s) and address of the Qualifying Shareholder(s)合資格股東姓名及地址 Total number of Shares registered in your name(s) on Monday, 6 October 2014於二零一四年十月六日（星期一）登記於 閣下名下之股份總數BOX A甲欄Number of Rights Shares provisionally allotted to you subject to payment in full on acceptance by no laterthan 4:00 p.m. Wednesday, 22 October 2014暫定配發予 閣下之供股股份數目，接納之全數款項最遲須於二零一四年十月二十二日（星期三）下午四時正前繳足BOX B乙欄Total subscription monies payable應繳認購款項總額BOX C丙欄HK$港元Contact telephone no. 聯絡電話：TO ACCEPT THIS PROVISIONAL ALLOTMENT OF THE RIGHTS SHARES IN FULL YOU MUST LODGE THIS DOCUMENT INTACT WITH THE COMPANY ‘S BRANCH SHARE REGISTRAR IN HONG KONG, COMPUTERSHARE HONG KONG INVESTOR SERVICES LIMITED AT SHOPS, 1712-16, 17TH FLOOR,HOPEWELL CENTRE, 183 QUEEN’S ROAD EAST, WANCHAI, HONG KONG, TOGETHER WITH A REMITTANCE IN HONG KONG DOLLARS FOR THE FULL AMOUNT SHOWN IN BOX C ABOVE SO AS TO BE RECEIVED BY NOT LATER THAN 4:00 P.M. ON WEDNESDAY, 22 OCTOBER 2014. ALL REMITTANCES MUSTBE MADE IN HONG KONG DOLLARS AND FORWARDED EITHER BY A CHEQUE DRAWN ON A BANK ACCOUNT WITH, OR BY A CASHIER’S ORDER ISSUED BY, A LICENSED BANK IN HONG KONG. ALL SUCH CHEQUES OR CASHIER’S ORDERS MUST BE MADE PAYABLE TO “ SOUTH EAST GROUP LIMITED –RIGHTS ISSUE ACCOUNT ” AND CROSSED “ ACCOUNT PAYEE ONLY ”. INSTRUCTIONS ON TRANSFER AND SPLITTING ARE SET OUT OVERLEAF. NO RECEIPT WILL BE GIVEN FOR SUCH REMITTANCES.閣下如全數接納此供股股份之暫定配額，必須將本文件整份連同以港元繳付之上列丙欄所示全數款項，於二零一四年十月二十二日（星期三）下午四時正前送達本公司之香港股份過戶登記分處 香港中央證券登記有限公司 （地址為香港灣仔皇后大道東 183 號合和中心 17 樓 1712-16 室）。所有款項須以港元繳付，並須以香港之持牌銀行戶口開出之支票或香港之持牌銀行發出之銀行本票支付。所有該等支票或銀行本票須註明抬頭人為「 SOUTH EAST GROUP LIMITED – RIGHTS ISSUE ACCOUNT 」，並須以「 只准入抬頭人賬戶 」方式劃線開出。有關轉讓及分拆之指示載於背頁，而繳款將不會獲發收據。TERMINATION OF THE UNDERWRITING AGREEMENT(1) in the absolute opinion of the Underwriter, the success of the Rights Issue would be materially and adversely affected by:(a) the introduction of any new regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the absolute opinion of the Underwriter materially and adversely affect the business or the financialor trading position or prospects of the Group as a whole or is materially adverse in the context of the Rights Issue; or(b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date hereof), of a political, military, financial, economic or other nature, or in the nature of any local,national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the absolute opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group asa whole; or(c) any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out which would, in the absolute opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of theGroup as a whole; or(2) any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities, and a change in currency conditions for the purpose of this clause includes achange in the system under which the value of the Hong Kong currency is pegged with that of the currency of the United States of America) occurs which in the absolute opinion of the Underwriter makes it inexpedient or inadvisable to proceed with the Rights Issue; or(3) the Prospectus when published contains information (either as to business prospects or the condition of the Group or as to its compliance with any laws or the Listing Rules or any applicable regulations) which has not prior to the date hereof been publicly announced or published bythe Company and which may in the absolute opinion of the Underwriter be material to the Group as a whole upon completion of the Rights Issue and is likely to affect materially and adversely the success of the Rights Issue,終止包銷協議(1) 包銷商全權認為，供股之成功將受下列事項重大不利影響：(a) 頒佈任何新法規或現行法例或法規（或其司法詮釋）出現任何變動或發生任何其他有關事件（不論其性質為何），而包銷商全權認為會對本集團整體業務或財務或經營狀況或前景構成重大不利影響，或就供股而言屬重大不利；或----- End of picture text -----

• (b) 任何地方、國家或國際間發生有關政治、軍事、金融、經濟或其他性質之事件或情況出現變動（無論是否在包銷協議日期之前及╱或之後所發生或持續發生之一連串事件或變動之其中一部分），或任何地方、國家或國際間爆發或逐步擴大成戰爭或武裝衝突，或發生可影響本地證券市場之事件，而包銷 商全權認為會對本集團整體業務或財務或經營狀況或前景構成重大不利影響；或

• (c) 任何天災、戰爭、暴動、動亂、騷亂、火災、水災、爆炸、疫症、恐怖活動、罷工或停工，而包銷商全權認為會對本集團整體業務或財務或經營狀況或前景構成重大不利影響；或

• (2) 市場狀況發生任何重大不利變動（包括但不限於財政或貨幣政策，或外匯或貨幣市場之任何變動，證券買賣被暫停或受限制，且就本條而言，貨幣狀況變動包括香港貨幣價值與美利堅合眾國貨幣價值掛鈎之制度出現變化），而包銷商全權認為會導致進行供股屬不適宜或不明智；或 (3) 章程於刊發時載有本公司於章程日期前並未公佈或刊發之有關本集團業務前景或狀況或其遵守任何法例或上市規則或任何適用規例之資料，而包銷商全權認為該等資料於供股完成後對本集團整體屬重大，且可能對供股之成功構成重大不利影響。 IF THE UNDERWRITER EXERCISES THE RIGHT TO TERMINATE ITS OBLIGATIONS UNDER THE UNDERWRITING AGREEMENT BEFORE 4:00 P.M. ON THE SETTLEMENT DATE OR IF THE CONDITIONS OF THE RIGHTS ISSUE ARE NOT FULFILLED OR WAIVED (AS APPLICABLE), THE MONIES RECEIVED IN RESPECT OF ACCEPTANCES OF THE RIGHTS SHARES WILL BE RETURNED TO THE QUALIFYING SHAREHOLDERS OR SUCH OTHER PERSONS TO WHOM THE RIGHTS SHARES IN THEIR NIL-PAID FORM HAVE BEEN VALIDLY TRANSFERRED OR, IN THE CASE OF JOINT ACCEPTANCES, TO THE FIRSTNAMED PERSON, WITHOUT INTEREST, BY MEANS OF CHEQUES DESPATCHED BY ORDINARY POST TO THEIR REGISTERED ADDRESS AT THE RISK OF SUCH APPLICANTS, ON OR BEFORE THURSDAY, 30 OCTOBER 2014. 倘包銷商於交收日期下午四時正前行使權利終止其根據包銷協議項下之責任或倘供股之條件尚未達成或獲豁免（如適用），則就接納供股股份而收取之款項將於二零一四年十月三十日（星期四）或之前不計利息退還予合資格股東或獲未繳股款供股股份有效轉讓之其他有關人士（倘若屬聯名接納，則為排名首位之人士）， 退款支票將以平郵方式寄往彼等之登記地址，郵誤風險概由有關申請人士承擔。

SHARES HAVE BEEN DEALT IN ON AN EX-RIGHTS BASIS FROM FRIDAY 26 SEPTEMBER 2014. DEALINGS IN THE RIGHTS SHARES IN THEIR NIL-PAID FORM WILL TAKE PLACE FROM FRIDAY, 10 OCTOBER 2014 TO FRIDAY, 17 OCTOBER 2014 (BOTH DAYS INCLUSIVE). IF THE UNDERWRITER TERMINATES THE UNDERWRITING AGREEMENT, OR THE CONDITIONS OF THE RIGHTS ISSUE ARE NOT FULFILLED OR WAIVED (AS APPLICABLE), THE RIGHTS ISSUE WILL NOT PROCEED. ANY SHAREHOLDER OR OTHER PERSON CONTEMPLATING SELLING OR PURCHASING SHARES AND/OR NIL-PAID RIGHTS SHARES UP TO THE DATE WHEN THE CONDITIONS OF THE RIGHTS ISSUE ARE FULFILLED WILL BEAR THE RISK THAT THE RIGHTS ISSUE MAY NOT BECOME UNCONDITIONAL AND MAY NOT PROCEED. ANY SHAREHOLDER OR OTHER PERSON CONTEMPLATING ANY DEALINGS IN THE SHARES AND/OR NIL-PAID RIGHTS SHARES ARE RECOMMENDED TO CONSULT THEIR OWN PROFESSIONAL ADVISERS.

股份已自二零一四年九月二十六日（星期五）起按除權基準買賣。未繳股款供股股份將於二零一四年十月十日（星期五）至二零一四年十月十七日（星期五）（包括首尾兩天）進行買賣。倘包銷商終止包銷協議，或供股之條件未獲達成或獲豁免（如適用），供股將不會進行。擬於供股條件達成當日前買賣股份及╱或未繳股款 供股股份之任何股東或其他人士，將承擔供股不成為無條件及不一定進行之風險。擬買賣股份及╱或未繳股款供股股份之任何股東或其他人士應諮詢彼等之專業顧問。 THIS FORM IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. 本表格不可直接或間接在或向美國發放、刊發或派發，亦不得直接或間接在或向分發本表格屬違法之任何其他司法權區內發放、刊發或派發。

• For identification purposes only

*僅供識別

IN THE EVENT OF TRANSFER OF RIGHTS TO SUBSCRIBE FOR RIGHTS SHARE(S), AD VALOREM STAMP DUTY IS PAYABLE ON EACH SALE AND EACH PURCHASE. A GIFT OR TRANSFER OF BENEFICIAL INTEREST OTHER THAN BY WAY OF SALE IS ALSO LIABLE TO AD VALOREM STAMP DUTY. EVIDENCE OF PAYMENT OF AD VALOREM STAMP DUTY WILL BE REQUIRED BEFORE REGISTRATION OF ANY TRANSFER OF THE ENTITLEMENTS TO THE RIGHTS SHARE(S) REPRESENTED BY THIS DOCUMENT. 在轉讓認購供股股份之權利時，每宗買賣均須繳付從價印花稅。除出售以外，餽贈或轉讓實益權益亦須繳付從價印花稅。在本文件所指之任何供股股 份配額轉讓登記之前，須出示已繳付從價印花稅之證明。

Form B FORM OF TRANSFER AND NOMINATION 表格乙 轉讓及提名表格

(To be completed and signed only by the Qualifying Shareholder(s) who wish(es) to transfer all of its/his/her/their right(s) to subscribe for the Rights Shares comprised herein) （僅供有意轉讓本暫定配額通知書所列其認購供股股份之全部權利之合資格股東填寫及簽署）

To: The Directors

South East Group Limited 致： **東南國際集團有限公司 *** 列位董事

Dear Sirs and Madams,

敬啟者：

I/We hereby transfer all of my/our rights to subscribe for the Rights Shares comprised in this provisional allotment letter to the person(s) accepting the same and signing the registration application form (Form C) below.

本人╱吾等謹將本暫定配額通知書所列本人╱吾等認購供股股份之全部權利轉讓予接受此權利並簽署下列登記申請表格（表格丙）之人士。

Signature(s) of shareholder(s) (all joint shareholders must sign) 股東簽署（所有聯名股東均須簽署）

Ad valorem stamp duty shall be payable by the transferor(s) if this form is completed. 填妥此表格後，轉讓人須支付從價印花稅。

Date： 日期：二零一四年

2014

Form C REGISTRATION APPLICATION FORM

表格丙 登記申請表格

(To be completed and signed only by the person(s) to whom the rights to subscribe for the Rights Shares has/have been transferred) （僅供已獲轉讓認購供股股份之權利之人士填寫及簽署）

To: The Directors

South East Group Limited

致： **東南國際集團有限公司 ***

列位董事

Dear Sirs and Madams,

敬啟者：

I/We request you to register the number of Rights Shares mentioned in Box B of Form A in my/our name(s). I/we agree to accept the same on the terms set out in this provisional allotment letter and the accompanying Prospectus and subject to the bye-laws of the Company.

本人╱吾等謹請 閣下將表格甲中乙欄所列數目之供股股份登記於本人╱吾等名下。本人╱吾等同意按照本暫定配額通知書及隨附之章程所載之條 款，並在 貴公司之公司細則之規限下接納此等股份。

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----- Start of picture text ----- Existing Shareholder(s)Please mark “X” in this box現有股東請在欄內填上「X」號To be completed in block letters in ENGLISH . Joint applicants should give the address of the first-named applicant only.請用 英文 正楷填寫。聯名申請人僅須填寫排名首位之申請人之地址。For Chinese applicant, please provide your name in both English and Chinese.華藉申請人請同時填寫中、英文姓名。Name in English Family name or Company name Other names Name in Chinese英文姓名 姓氏或公司名稱 名字 中文姓名Name continuation and/orname(s) of joint applicant(s)in English申請人續姓名及╱或聯名申請人英文姓名Address in English (joint applicantsshould give one address only)英文地址（聯名申請人只需填寫一個地址）Occupation Tel. no.職業 電話號碼Dividend instructions 派息指示Name and address of bank Bank account no. 銀行賬戶號銀行名稱及地址1. 2. 3. 4.Signature(s) of applicant(s) (all joint applicant(s) must sign) 申請人簽署（所有聯名申請人均須簽署）Date： 2014日期：二零一四年----- End of picture text -----

Ad valorem stamp duty shall be payable by the transferee(s) if this form is completed. 填妥此表格後，承讓人須支付從價印花稅。

* For identification purposes only

• 僅供識別

8 October 2014

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

Dear Qualifying Shareholder(s),

INTRODUCTION

Reference is made to the prospectus (the “Prospectus”) dated 8 October 2014 issued by South East Group Limited (the “Company”). Terms defined in the Prospectus shall bear the same meanings when used herein unless the context otherwise requires. In accordance with the terms and subject to the conditions set out in the Prospectus accompanying this document despatched to the Qualifying Shareholders, the Directors have provisionally allotted to you the Rights Shares on the basis of eight (8) Rights Shares for every one (1) Share registered in your name on the register of members of the Company as at the Record Date (i.e. Monday, 6 October 2014). Your holding of the Shares as at the Record Date is set out in Box A and the number of Rights Shares provisionally allotted to you is set out in Box B of the PAL.

Any Rights Shares provisionally allotted but not accepted, will be available for excess applications by the Qualifying Shareholders using the accompanying EAF.

The Rights Shares, when allotted and fully paid, will rank pari passu in all respects with the Shares then in issue. Holders of fully-paid Rights Shares will be entitled to receive all dividends and distributions which are declared, made or paid after the date of allotment of the Rights Shares.

The Prospectus Documents have not been and will not be registered and/or filed under any applicable securities or equivalent legislation of any jurisdictions other than Hong Kong. No action has been taken to permit the offering of the Rights Shares or the distribution of the Prospectus Documents or any other documents issued in connection with the Rights Issue in any jurisdiction other than Hong Kong. No person receiving the Prospectus, the PAL or the EAF in any territory outside Hong Kong may treat it as an offer or invitation to take up the Rights Shares or apply for excess Rights Shares, except in a territory where such an offer or invitation could lawfully be made without compliance with any registration or other legal and regulatory requirements thereof. It is the responsibility of persons outside Hong Kong wishing to take up or make an application for the Rights Shares to satisfy themselves, before accepting any provisional allotment of Rights Shares or applying for excess Rights Shares, as to the observance of the laws and regulations of all relevant territories, including the obtaining of any governmental or other consents, and to pay any taxes and duties required to be paid in such territory in connection therewith without prejudice to the foregoing. The Company reserves the right to refuse to act on any acceptance of provisional allotment of the Rights Shares and to refuse to accept any application for excess Rights Shares where it believes that doing so would or may violate the applicable securities legislations or other laws or regulations of any jurisdiction. No application for the Rights Shares will be accepted from any person who is a Non-Qualifying Shareholder (if any).

TERMINATION OF THE UNDERWRITING AGREEMENT

If prior to 4:00 p.m. on the Settlement Date:

• (1) in the absolute opinion of the Underwriter, the success of the Rights Issue would be materially and adversely affected by: (a) the introduction of any new regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the absolute opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Rights Issue; or

• (b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date hereof), of a political, military, financial, economic or other nature, or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the absolute opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

• (c) any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out which would, in the absolute opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

• (2) any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities, and a change in currency conditions for the purpose of this clause includes a change in the system under which the value of the Hong Kong currency is pegged with that of the currency of the United States of America) occurs which in the absolute opinion of the Underwriter makes it inexpedient or inadvisable to proceed with the Rights Issue; or

(3) the Prospectus when published contains information (either as to business prospects or the condition of the Group or as to its compliance with any laws or the Listing Rules or any applicable regulations) which has not prior to the date hereof been publicly announced or published by the Company and which may in the absolute opinion of the Underwriter be material to the Group as a whole upon completion of the Rights Issue and is likely to affect materially and adversely the success of the Rights Issue,

the Underwriter shall be entitled by notice in writing to the Company, served prior to 4:00 p.m. on the Settlement Date, to terminate the Underwriting Agreement.

The Underwriter shall be entitled by notice in writing to rescind the Underwriting Agreement if prior to 4:00 p.m. on the Settlement Date any material breach of any of the representations, warranties or undertakings contained in the Underwriting Agreement comes to the knowledge of the Underwriter.

If prior to 4:00 p.m. on the Settlement Date, any such notice as referred to above is given by any of the Underwriter, the obligations of all parties under the Underwriting Agreement shall terminate forthwith and no party shall have any claim against any other party for costs, damages, compensation or otherwise save for any antecedent breaches.

PROCEDURE FOR ACCEPTANCE AND PAYMENT FOR THE RIGHTS SHARES

To take up your provisional allotment and entitlements in full, you must lodge the whole of the PAL intact with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, together with a remittance for the full amount payable on acceptance, as set out in Box C of the PAL, so as to be received by no later than 4:00 p.m. on Wednesday, 22 October 2014. This will constitute acceptance of the provisional allotment and entitlements on the terms of the PAL and the Prospectus and subject to the bye-laws of the Company. All remittances must be made in Hong Kong dollars and cheques must be drawn on a bank account with, or cashier’s orders must be issued by, a licensed bank in Hong Kong and made payable to “South East Group Limited – Rights Issue Account” and crossed “Account Payee Only”. No receipt will be given for such remittances. It should be noted that unless the PAL, duly completed, together with the appropriate remittance shown in Box C, has been lodged as described above by no later than 4:00 p.m. on Wednesday, 22 October 2014, whether lodged by the original allottee or any person in whose favour the rights have been validly transferred thereof, the PAL and all rights and entitlements hereunder will be deemed to have been declined and will be cancelled. Completion and return of the PAL will constitute a representation and warranty by you to the Company that all registration, legal and regulatory requirements of all relevant jurisdictions other than Hong Kong, in connection with the PAL and any acceptance of provisionally allotted Rights Shares, have been, or will be, duly complied with. For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited is subject to any of the representations and warranties.

TRANSFER

If you wish to transfer all of your rights to subscribe for the Rights Shares provisionally allotted to you hereunder, you must complete and sign the form of transfer and nomination (Form B), and hand the PAL to the transferee(s) or persons through whom you are transferring your rights. The transferee(s) must then complete and sign the registration application form (Form C) and lodge the PAL intact together with a remittance for the full amount payable on acceptance as set out in Box C of the PAL with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, so as to be received by no later than 4:00 p.m. on Wednesday, 22 October 2014. All remittances must be in Hong Kong dollars and cheques must be drawn on a bank account with, or cashier’s orders must be issued by, a licensed bank in Hong Kong and made payable to “South East Group Limited – Rights Issue Account” and crossed “Account Payee Only”. No receipt will be given for such remittances. It should be noted that stamp duty is payable in connection with the transfer of your rights to subscribe for the relevant Rights Shares to the transferee(s) and the acceptance by the transferee(s) of such rights.

SPLITTING

If you wish to accept only part of your provisional allotment or to transfer a part of your rights to subscribe for the Rights Shares provisionally allotted to you hereunder or to transfer all of your rights to subscribe for the Rights Shares provisionally allotted to you to more than one person, the original PAL must be surrendered and lodged for cancellation by no later than 4:30 p.m. on Tuesday, 14 October 2014 to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, who will cancel the original PAL and issue new PAL in the denominations required, which will be available for collection at the office of the Company’s branch share registrar in Hong Kong after 9:00 a.m. on the second Business Day after the surrender of the original PAL. APPLICATION FOR EXCESS RIGHTS SHARES

If you wish to apply for any Rights Shares in addition to those provisionally allotted to you, you must complete and sign the accompanying EAF in accordance with the instructions printed thereon and lodge it, together with a separate remittance for the amount payable on application in respect of the excess Rights Shares applied for, with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, by no later than 4:00 p.m. on Wednesday, 22 October 2014. All remittances must be made in Hong Kong dollars and cheques must be drawn on a bank account with, or cashier’s orders must be issued by, a licensed bank in Hong Kong and made payable to “South East Group Limited – Excess Application Account” and crossed “Account Payee Only”. No receipt will be given for such remittances.

The allotment of excess Rights Shares, if any, will be made at the discretion of the Directors on a fair and equitable basis on the following principles: (i) subject to availability of excess Rights Shares for all such applications, preference will be given to applications for less than a board lot of Rights Shares where they appear to the Directors that such applications are made to top-up odd lots holdings to whole lot holdings and that such applications are not made with the intention to abuse this mechanism; and (ii) subject to availability of excess Rights Shares after allocation under principle (1) above, any further remaining excess Rights Shares will be allocated to the Qualifying Shareholders based on a sliding scale with reference to the number of the excess Rights Shares applied for by them with flexibility to round up to whole board lots at the discretion of the Directors (i.e. the Qualifying Shareholders applying for a smaller number of the Rights Shares will be allocated a higher percentage of the excess Rights Shares they have applied for; whereas the Qualifying Shareholders applying for a larger number of Rights Shares will be allocated a lower percentage of the excess Rights Shares than those applying for a smaller number). Please refer to the sub-section headed “Application for excess Rights Shares” under the section headed “PROCEDURE FOR ACCEPTANCE AND PAYMENT FOR THE RIGHTS SHARES” in the Prospectus for further details. There is no guarantee that you will be allocated any excess Rights Shares that you have applied for.

CHEQUES AND CASHIER’S ORDERS

All cheques and cashier’s orders will be presented for payment following receipt and all interest earned on such monies (if any) will be retained for the benefit of the Company. Completion and return of the PAL with a cheque and/or cashier’s order, whether by you or by any nominated transferee, will constitute a representation and warranty by the applicant that the cheque or cashier’s order will be honoured on first presentation. Without prejudice to any other rights of the Company, any PAL in respect of which the accompanying cheque or cashier’s order is dishonoured on first presentation is liable to be rejected, and in that event, the relevant provisional allotment and all rights and entitlements thereunder will be deemed to have been declined and will be cancelled.

SHARE CERTIFICATES AND REFUND

Subject to the fulfilment (or waiver, where applicable) of the conditions of the Rights Issue, share certificates for all fully-paid Rights Shares are expected to be posted by the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, to those entitled thereto on or before Thursday, 30 October 2014 by ordinary post to their registered address at their own risk. You will receive one share certificate for all the fully-paid Rights Shares issued to you.

If no excess Rights Shares are allotted to a Qualifying Shareholder, the amount tendered on application is expected to be returned to that Qualifying Shareholder in full by ordinary post to their registered address at their own risk on or before Thursday, 30 October 2014. If the number of excess Rights Shares allotted to the Qualifying Shareholder is less than that applied for, the surplus application monies are also expected to be returned to them by ordinary post to their registered address at their own risk on or before Thursday, 30 October 2014.

If the Underwriter exercises the right to terminate its obligations under the Underwriting Agreement before 4:00 p.m. on the Settlement Date or if the conditions of the Rights Issue are not fulfilled or waived (as applicable), the monies received in respect of acceptances of the Rights Shares will be returned to the Qualifying Shareholders or such other persons to whom the Rights Shares in their nil-paid form have been validly transferred or, in the case of joint acceptances, to the first-named person without interest, by means of cheques despatched by ordinary post to their registered address at the risk of such applicants on or before Thursday, 30 October 2014.

GENERAL

Lodgment of the PAL with, where relevant, the form of transfer and nomination purporting to have been signed by the person(s) in whose favour it has been issued, shall be conclusive evidence of the title of the party or parties lodging it to deal with the same and to receive split provisional allotment letters and/or the share certificates for Rights Shares. The PAL and any acceptance of the offer contained in it shall be governed by, and construed in accordance with, the laws of Hong Kong.

Further copies of the Prospectus giving details of the Rights Issue are available from the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

If you have questions in relation to the Rights Issue, please contact the Shareholder hotline on (852) 2862 8555 during business hours from 9:00 a.m. to 6:00 p.m., Monday to Friday (other than Hong Kong public holidays).

PERSONAL DATA COLLECTION – PAL

By completing, signing and submitting the forms accompanying the PAL, you agree to disclose to the Company, the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited and/or their respective advisers and agents the personal data and any information which they require about you or the person(s) for whose benefit you have made the acceptance of the provisional allotment of Rights Shares. The Personal Data (Privacy) Ordinance provides you with rights to ascertain whether the Company or the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited hold your personal data, to obtain a copy of that data and to correct any data that is inaccurate. In accordance with the Personal Data (Privacy) Ordinance, the Company and the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited have the right to charge a reasonable fee for the processing of any data access request. All requests for access to data or correction of data or for information regarding policies and practices and the kinds of data held should be addressed to the Company, at its principal place of business at 12/F, Entertainment Building, 30 Queen’s Road Central, Hong Kong or as notified from time to time in accordance with applicable law, for the attention of the Company Secretary, or (as the case may be) to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for the attention of Personal Data Privacy Officer.

Yours faithfully, For and on behalf of South East Group Limited Yu Shengming Executive Director and Chairman

* For identification purposes only