DIT Group Limited — M&A Activity 2014

Dec 24, 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)

INSIDE INFORMATION FRAMEWORK AGREEMENT

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

Reference is made to the announcement of the Company dated 17 December 2014 and the possible acquisition of equity interest in a company which is principally engaged in the property development and investment in the People’s Public of China (the “ PRC ”) disclosed therein.

The board of directors (the “ Board ”) of the Company wishes to inform shareholders of the Company and public investors that on 24 December 2014 (after trading hours), the Company and Greenland Holding Group Company Limited (the “ Vendor ”) have entered into a non-legally binding framework agreement (the “ Framework Agreement ”) in relation to the proposed acquisition (the “ Proposed Acquisition ”) of the entire equity interest (the “ Target Shares ”) of Jinhong Property Development Limited* (金鴻置業有限公司) (the “ Target Company ”) by the Company. The Target Company is an indirect wholly-owned subsidiary of the Vendor established in the PRC and is principally engaged in the business of development and management of a property development project situated in Shanghai City, the PRC.

Principal terms of the Framework Agreement

Subject to the entering into of a formal agreement (the “ Formal Agreement ”) in relation to the Proposed Acquisition, the Company and the Vendor have agreed on the following principal terms under the Framework Agreement:

Consideration

The initial consideration for the Target Shares is RMB960 million (equivalent to approximately HK$1,211 million) , which is subject to further negotiation between the parties and adjustments with reference to the valuation report to be prepared by an independent professional valuer (the “ Final Consideration ”).

* For identification purpose only

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Earnest money

An earnest money in the sum of HK$28 million (the “ Earnest Money ”) shall be paid by the Company to the Vendor within 10 business days of the signing of the Framework Agreement. The payment of the Earnest Money by the Company represents the Company’s gesture to show its interest to proceed with the Possible Acquisition. In the event that the Proposed Acquisition is not completed by reason of, among others, acts of force majeure or the Company failing to obtain the approval by the shareholders of the Company of the Proposed Acquisition in accordance and compliance with the Listing Rules, the Vendor shall refund the Earnest Money (without any interest payable thereto) to the Company.

The Framework Agreement is not legally binding and there is no binding obligation on the parties to enter into the Formal Agreement in relation to the Proposed Acquisition other than, among others, with respect to the refund of the earnest money.

In the event that the Formal Agreement materialises, the transaction contemplated thereunder may constitute a notifiable transaction of the Company under the Listing Rules. Further announcement will be made in respect thereof as and when required by the Listing Rules.

Shareholders and potential investors should note that the Proposed Acquisition may or may not materialise. Shareholders and potential investors should exercise caution when dealing in the shares of the Company.

The figures in RMB are converted into HK$ at the rate of RMB1: HK$1.261 throughout this announcement for indicative purpose only.

By order of the Board of South East Group Limited Lau Wing Chuen Company Secretary

Hong Kong, 24 December 2014

As at the date of this announcement, the Board comprises Mr. Yu Shengming (Chairman), Mr. Yeung Chun Wai, Anthony (Deputy Chairman), Mr. Mock Wai Yin, Mr. Chan Chi Yuen and Mr. Chen Domingo as executive directors; Mr. Chen Xiaoping as the 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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