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DIT Group Limited — Capital/Financing Update 2015
May 7, 2015
49427_rns_2015-05-07_085db513-c801-43b3-a2a2-644d27eb8305.pdf
Capital/Financing Update
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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.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.
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(Incorporated in Bermuda with limited liability)
(Stock Code: 726)
SUPPLEMENTAL ANNOUNCEMENT IN RELATION TO THE CIRCULAR OF THE (1) PROPOSED ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE; (2) WHITEWASH WAIVER; (3) PROPOSED ISSUE OF CONVERTIBLE BONDS; (4) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; (5) PROPOSED MAJOR TRANSACTION RELATING TO SUBSCRIPTION FOR GUARANTEED NOTE; AND (6) NOTICE OF SPECIAL GENERAL MEETING
Reference is made to the circular of South East Group Limited dated 30 April 2015 in relation to, among other things, the Increase in Authorised Share Capital, the Share Subscription, the CB Subscription, the Whitewash Waiver, and the Note Subscription (the “ Circular ”). Unless otherwise stated, capitalised terms used herein shall bear the same meanings as defined in the Circular.
The Company and the Share Subscriber would like to supplement the Circular with the following information which should have been included in the Circular:
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a. The principal member of the Share Subscriber’s concert group is China Minsheng Investment, whose registered office is Floor 23, No. 100, South Zhongshan Road, Huangpu District, Shanghai, the PRC;
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b. The financial adviser of the Share Subscriber, namely The Hongkong and Shanghai Banking Corporation Limited, is an institution registered under the SFO to conduct type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities), type 5 (advising on futures contracts), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities as defined under the SFO and a licensed bank under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), whose registered office is 1 Queen’s Road Central, Hong Kong; and
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- c. In relation to the disclosure of the Directors’ service contracts on page 133 of the Circular, as at the Latest Practicable Date, none of the Directors had entered into any service contracts with the Company or any member of the Group or any associated company of the Company which (a) (including continuous and fixed term contracts) have been entered into or amended within six months before the date of the Holding Announcement; (b) are continuous contracts with a notice period of 12 months or more; (c) are fixed term contracts with more than 12 months to run irrespective of the notice period; or (d) are not determinable by any member of the Group within one year without payment of compensation (other than statutory compensation).
Shareholders and investors of the Company should note that the completion of each of the proposed Share Subscription, CB Subscription, Note Subscription is conditional upon satisfaction (or waiver) of certain conditions precedent and may or may not proceed. Shareholders and investors of the Company are advised to exercise caution when dealing in the Shares and if they are in any doubt about their position, they should consult their professional advisers.
By order of the Board South East Group Limited Yeung Chun Wai, Anthony Chairman and Executive Director
Hong Kong, 7 May 2015
As at the date of this announcement, the Board comprises six Directors, namely 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.
The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.
As at the date of this announcement, the directors of China Minsheng Jiaye Investment Co., Ltd.* are Zhang Zhichao (Chairman), Wu Chen, Liu Yueping, Fang Rong, Shi Yuwei and Cao Zhenling.
The directors of China Minsheng Jiaye Investment Co., Ltd.* jointly and severally accept full responsibility for the accuracy of the information in relation to China Minsheng Jiaye Investment Co., Ltd.* in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed by China Minsheng Jiaye Investment Co., Ltd.* in this announcement have been arrived at after due and careful consideration and there are no other facts in relation to itself not contained in this announcement, the omission of which would make any statements in this announcement misleading.
* For identification purpose only
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