DIT Group Limited — Capital/Financing Update 2015

Jun 19, 2015

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)

DISCLOSEABLE TRANSACTION ACQUISITION OF TARGET ASSETS IN SHANGHAI

The Board wishes to announce that after trading hours on 19 June 2015, Benelux, the Vendor and the Vendor’s Guarantor entered into the Agreement pursuant to which the Company will acquire the Target Assets for a total consideration of RMB 82,000,000 (equivalent to approximately HK$101,680,000).

As one or more of the applicable percentage ratios are more than 5% but all are less than 25%, the transaction contemplated under the Agreement constitutes discloseable transaction for the Company under Rule 14.06 of the Listing Rules and are subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.

INTRODUCTION

Reference is made to the announcement of the Company dated 28 April 2015 in relation to the memorandum of understanding dated 28 April 2015 entered into between Benelux, a wholly-owned subsidiary of the Company, China Minsheng Zhuyou Co., Ltd.* (中民 築友有限公司) and the Vendor.

The Board is pleased to announce that after trading hours on 19 June 2015, Benelux entered into the Agreement with the Vendor and the Vendor’s Guarantor pursuant to which Benelux agreed to acquire the Target Assets from the Vendor at a total consideration of RMB82,000,000 (equivalent to approximately HK$101,680,000).

THE AGREEMENT

Date

19 June 2015 (after trading hours)

Parties

• (1) Shanghai Zhao Nian Heavy Machinery Co. Ltd.* (上海兆年重工機械有限公司), as the Vendor;

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• (2) Zhang Yi* (張義), as the Vendor’s Guarantor; and

• (3) Benelux, as the Purchaser.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Vendor and the Vendor’s Guarantor are third parties independent of the Company and its connected persons of the Company.

Assets to be acquired

Pursuant to the Agreement, the Purchaser has agreed to purchase from the Vendor, and the Vendor has agreed to sell to the Purchaser the Target Assets, with particulars as follows:

Description of assets

Consideration (RMB)

• A. a parcel of land situated at No. 2677, Shen Gang 75,500,000 Road, Songjiang Industrial District, Shanghai, the People’s Republic of China (中國上海市松江工業 區申港路2677號), with a total area of 29,293 square metres (the “ Land ”) and the factory compound erected on the Land of a gross floor area of 19,272.81 square metres (the “ Building ”)

• B. the machineries, equipment and facilities in the 6,500,000 Building and all temporary and permanent buildings, structures and related ancillary facilities on the Land Total 82,000,000

Consideration

The total consideration payable to the Vendor is RMB82,000,000 (equivalent to approximately HK$101,680,000) to be settled in cash.

The settlement of the consideration will be carried out in multiple stages as follows:

• (1) First Payment

The refundable deposit of RMB8,200,000 paid to the Vendor under the memorandum of understanding dated 28 April 2015 will be released to the Vendor and applied as deposit for the Agreement within three business days of the entering into of the Agreement, subject to certain agreement and license in relation to sewage discharge and disposal compliance in connection with the Land and the Building, and other acts as required by the Purchaser for obtaining any applicable regulatory approval for the Acquisition in PRC, having been executed and consummated by the Vendor.

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(2) Second Payment

Within 30 days from the receipt of the First Payment, the Vendor shall deliver the Target Assets to the Purchaser.

Subject to (i) the due observance of the terms and conditions of the Agreement by the Purchaser, (ii) the procedures for repayment of certain bank loans (for which the Target Assets have been pledged by Shanghai Xindai) repayable by the Shanghai Xindai, which wholly owns the Vendor, and (iii) the payment of certain applicable tax levied on the transfer of the Land and the Building, having been satisfied, RMB49,200,000 shall be payable to the Vendor, which shall be utilized to repay the bank loans of Shanghai Xindai, so as to enable the release of the pledge on the Target Assets.

Within five business days after completion of the aforesaid repayment of the bank loans, the Vendor shall refund the First Payment to the Purchaser.

(3) Third Payment

The Vendor shall complete the release of the pledge on the Land and the Building and proceed with the procedures for transferring the same within 15 business days from the aforesaid repayment of the bank loans and within ten business days after the completion of the transfer of the Land and the Building to the Purchaser with the relevant governmental authorities, RMB28,700,000 shall be payable to the Vendor.

(4) Fourth Payment

Within 180 days after the receipt of the Target Assets by the Purchaser, subject to the due observance of the terms and conditions of the Agreement by the Vendor and the Target Assets continuing to remain in good condition, RMB4,100,000 shall be payable to the Vendor.

In the event the Vendor fails to fully perform its obligations under the Agreement, the Purchaser shall be entitled to terminate the Agreement and be refunded with any amount paid to the Vendor plus an amount equal to 10% of the total consideration for the Acquisition as payment for default.

The consideration was determined after arm’s length negotiations between the Company and the Vendor with reference to the assets value of the Target Assets, which was appraised at RMB88,000,000 by an independent valuer and the Board is of the view that the consideration is fair and reasonable. The consideration will be satisfied by internal resources of the Group.

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Guarantee

The Vendor’s Guarantor undertakes to the Purchaser in the Agreement that the Vendor’s Guarantor and the Vendor shall bear joint and several liabilities in respect of the performance of obligations by the Vendor under the Agreement.

INFORMATION ON THE COMPANY AND REASONS FOR THE ACQUISITION

The Group was principally engaged in the business of property development (including the upstream property development sector) and investments in the PRC.

With the completion of the subscription for new shares and convertible bonds that took place on 27 May 2015, the Company will apply the net proceeds to pursue potential acquisitions and new business opportunities in the industrialization of building construction, including but not limited to the building of the production capabilities and technical know-how in the construction industry as the Company believes that investments in the upstream property development sector would provide more valueadding services and products by expanding the Company’s business to the upstream supply chain of the real property development industry. Such upstream property development industry is the most effective way to solve the existing problems in the traditional construction industry (being high consumption, severe contamination and inefficiency) and is the best way to upgrade the traditional construction technology. It is also in line with the national development strategy of the PRC and intrinsic demand of city development in an environmental friendly way.

The Acquisition, with the new production facilities that will be transformed and constructed, will benefit the Company to quickly enhance its capabilities in the production of the precast units and materials, also to make early entry into the top grade construction markets so as to obtain a predominant market position.

The Board strongly believes that the Acquisition is a first step and necessary part to the implementation of industrialization of building construction, bearing key impacts on the optimization of the supply chain from properties development to industrialization of building construction . Further details as to the strategies and business plans of the Company are disclosed in the circular of the Company dated 30 April 2015.

The Directors consider that the Agreement and the transactions contemplated thereunder are on normal commercial terms after arm’s length negotiations between the parties, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios are more than 5% but all are less than 25%, the transaction contemplated under the Agreement constitutes discloseable transaction for the Company under Rule 14.06 of the Listing Rules and are subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.

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Shareholders and investors should note that the Completion is subject to various conditions precedent and may or may not proceed, and are urged to exercise caution when dealing in the securities of the Company.

DEFINITIONS

In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings:

• “Acquisition” the acquisition of the Target Assets by the Purchaser under the Agreement

• “Agreement” the asset transfer agreement dated 19 June 2015 entered into between the Purchaser, the Vendor and the Vendor’s Guarantor

• “Board” the board of Directors “Benelux” or “Purchaser” Benelux Property Development (Shanghai) Limited, a company with limited liability established in the PRC and a wholly-owned subsidiary of the Company

• “Company” South East Group Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange

• “Completion” completion of the Acquisition under the Agreement “connected person” has the meaning as ascribed to it under the Listing Rules

• “Director(s)” the director(s) of the Company “Group” the Company and its subsidiaries “HK$” Hong Kong dollar, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “PRC” the People’s Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region and Taiwan

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“RMB” Renminbi, the lawful currency of the PRC “Shanghai Xindai” Shanghai Xindai Machinery Co. Ltd.(上海信達機械 有限公司), which wholly owns the Vendor and is in turn wholly owned by the Vendor’s Guarantor “Share” share of nominal value of HK$0.10 in the capital of the Company “Shareholder” registered holder of the Shares from time to time “Stock Exchange” The Stock Exchange of Hong Kong Limited “Target Assets” The Land and the Building, and certain machinery, equipment and facility for the manufacturing of precast construction units and materials, further details of which are set out under the paragraph headed “Assets to be acquired” in this announcement “Vendor” Shanghai Zhao Nian Heavy Machinery Co. Ltd. (上 海兆年重工機械有限公司), a company principally engaged in design and manufacturing of heavy machinery and plants “Vendor’s Guarantor” Zhang Yi*(張義), the ultimate beneficial owner of the Vendor “%” per cent

By Order of the Board South East Group Limited Yeung Chun Wai, Anthony Chairman and Executive Director

Hong Kong, 19 June 2015

As at the date of this announcement, the Board comprises Mr. Yeung Chun Wai, Anthony (Chairman), Mr. Chen Domingo (Deputy Chairman) and Mr. Chan Chi Yuen as executive Directors; Mr. Lee Chi Ming, Mr. Chan Chi Hung, Anthony and Mr. Jiang Hongqing as independent non-executive Directors.

• For identification purposes only

For the purpose of this announcement, amounts denominated in RMB have been translated into HK$ at an exchange rate of RMB1.00:HK$1.24. No representation is made that any amounts in RMB and HK$ can be or could have been converted at the relevant dates at the above rates or at any other rates at all.

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