DIT Group Limited — Capital/Financing Update 2015

Mar 2, 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.

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)

(1) UPDATE ANNOUNCEMENT ON LAPSE OF FRAMEWORK AGREEMENT RELATING TO THE PROPOSED ACQUISITION OF PROPERTIES IN SHENZHEN; (2) UNUSUAL PRICE AND VOLUME MOVEMENTS; AND

(3) HOLDING ANNOUNCEMENT IN RELATION TO THE PROPOSED SHARE SUBSCRIPTION AND CONVERTIBLES BONDS SUBSCRIPTION

This announcement is made at the request of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) and pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on the Stock Exchange (“ Listing Rules ”) and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

1. LAPSE OF FRAMEWORK AGREEMENT

• References are made to the announcements of South East Group Limited (the “ Company ”) dated 26 February 2014, 23 May 2014, 22 August 2014, 25 November 2014 and 30 December 2014 respectively (the “ Announcements ”) in relation to the Framework Agreement dated 26 February 2014 (as supplemented by four supplemental agreements dated 23 May 2014, 22 August 2014, 25 November 2014 and 30 December 2014 respectively) (collectively the “ Framework Agreement ”) entered into by the Company and the Vendor in relation to the Proposed Acquisition of certain properties in Shenzhen. Capitalized terms used herein shall have the same meanings as those defined in the Announcements unless the context otherwise requires.

The Company announces that, as at the date of this announcement, no Formal Agreement has been entered into between the Company and the Vendor in relation to the Proposed Acquisition and the Exclusivity Period ended on 25 February

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1. The Framework Agreement has therefore lapsed pursuant to its terms. The Earnest Money in the amount of HK$72 million paid to the Vendor shall be refunded forthwith to the Company by the Vendor pursuant to the terms of the Framework Agreement.

The Board considers that the lapse of the Framework Agreement does not have any material adverse impact on the financial position and operation of the Group.

2. UNUSUAL PRICE AND TRADING VOLUME MOVEMENTS

The Board has noted the recent increases in the price and trading volume of the shares of the Company (“ Shares ”). Having made such enquiry with respect to the Company as is reasonable in the circumstances and to the best of the Directors’ knowledge, save as disclosed below, the Board confirms that it is not aware of any reasons for such price and volume movements or of any information which must be announced to avoid a false market in the trading of the Shares or of any inside information that needs to be disclosed under Part XIVA of the SFO.

3. PROPOSED SHARE SUBSCRIPTION AND CONVERTIBLE BONDS SUBSCRIPTION

Reference is made to the announcement of the Company dated 9 February 2015 in respect of the trading halt of the Shares.

The Board wishes to inform the Shareholders that, the Company has entered into: (a) a conditional share subscription agreement dated 9 February 2015 (“ Share Subscription Agreement ”) with a subscriber (“ Share Subscriber ”) who is a third party independent of the Company and its connected persons (as defined under the Listing Rules) (“ Independent Third Party ”) for a conditional subscription of new Shares (“ Share Subscription ”); and (b) a conditional subscription agreement dated 9 February 2015 with a subscriber (“ CB Subscriber ”) who is an Independent Third Party for a conditional subscription (“ CB Subscription Agreement ”) of convertible bonds of the Company (“ CB Subscription ”). To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Share Subscriber and the CB Subscriber are independent of each other.

If the transaction contemplated under the Share Subscription Agreement materialises and proceeds to completion, the Share Subscriber will become a controlling shareholder (as defined in the Listing Rules) of the Company, and it will give rise to an obligation on the part of the Share Subscriber and parties acting in concert with it to make an offer for all the issued Shares of the Company not already owned or agreed to be acquired by the Share Subscriber and any parties acting in concert with it under Rule 26 of the Hong Kong Code on Takeovers and Mergers (“ Takeover Code ”) unless a waiver for such general offer obligation pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code (the “ Whitewash Waiver ”) is granted by the executive director of the Corporate Finance Division of the Securities and Futures Commission or any of his delegates (the “ Executive ”).

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The subscription for new Shares under the Share Subscription Agreement is conditional upon, among other things, the grant of the Whitewash Waiver by the Executive and the independent shareholders of the Company approving the Whitewash Waiver, and these two conditions cannot be waived by any party to the Share Subscription Agreement.

As at the date of this announcement, the Company has 3,709,602,920 ordinary Shares in issue and does not have any other class of relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code).

A Further announcement regarding, among others, the terms of the Share Subscription Agreement and the CB Subscription Agreement (“ Subscription Announcement ”) will be made in accordance with the Listing Rules and the Takeovers Code as and when appropriate.

If the Whitewash Waiver is not obtained or any of the conditions precedent to the completion of the Share Subscription is not satisfied, the Share Subscription will lapse and will not proceed. Shareholders and potential investors of the Company should exercise caution when dealing in the Shares or other securities of the Company.

Completion of each of the Share Subscription and the CB Subscription is subject to the fulfilment of the conditions precedent in each of the Share Subscription Agreement and the CB Subscription Agreement respectively. The Share Subscription and the CB Subscription are not inter-conditional. As the Share Subscription and/or the CB Subscription may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

4. TRADING HALT

At the request of the Company, trading in the Shares on the Stock Exchange was halted from 9:00 a.m. on 9 February 2015 pending the release of inside information of the Company and will remain suspended pending the release of the Subscription Announcement.

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

Hong Kong, 2 March 2015

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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.

The Directors 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.

• For identification purposes only

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