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DIT Group Limited Major Shareholding Notification 2007

Sep 13, 2007

49427_rns_2007-09-13_b211f9ed-343e-45cc-b758-fb2c4016e0a2.pdf

Major Shareholding Notification

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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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)

PRICE SENSITIVE INFORMATION CHANGE OF LARGEST SHAREHOLDER AND RESUMPTION OF TRADING

Pursuant to Rule 13.09 of the Listing Rules, the Board wishes to further disclose the progress of the matter as stated in the Company’s announcement dated 6 September 2007.

The Company was informed by Mr. Chen, the chairman of the Board and an executive Director that on 12 September 2007, Easy Lead (which is owned as to 50% by Mr. Chen and 50% by his mother, Madam Huang Feng Mei) disposed of 92,000,000 Shares (representing approximately 27.45% of the issued share capital of the Company) to Brilliant Express for a total consideration of HK$42,000,000. Following the Disposal, Mr. Chen (taking into account of Shares held by him personally and through his beneficial equity interest in Easy Lead) has ceased to be the largest Shareholder and Brilliant Express has become the largest Shareholder.

Trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 13 September 2007 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for resumption of trading in the Shares with effect from 9:30 a.m. on 14 September 2007.

Pursuant to Rule 13.09 of the Listing Rules, the Board wishes to further disclose the progress of the matter as stated in the Company’s announcement dated 6 September 2007.

The Company was informed by Mr. Chen, the chairman of the Board and an executive Director, that after the afternoon session on 12 September 2007, Easy Lead (which is owned as to 50% by Mr. Chen and 50% by his mother, Madam Huang Feng Mei) disposed of 92,000,000 Shares (representing approximately 27.45% of the issued share capital of the Company) off market to Brilliant Express at approximately HK$0.46 per Share for a total consideration of HK$42,000,000 (“Disposal”). Following the Disposal, Mr. Chen (taking into account of Shares held by him personally and through his beneficial equity interest in Easy Lead) has ceased to be the largest Shareholder and Brilliant Express has become the largest Shareholder.

* For identification purposes only

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Set out below is the shareholding structure of the Company immediately before and after the Disposal:

Mr. ChenEasy LeadMr. Chen and his concert partiesBrilliant Expressand its concert partiesPublicTotal Immediatelybefore the DisposalApproximateNumber of% of totalSharesissued Shares23,621,0017.05115,982,13034.60139,603,13141.65——195,594,74958.35335,197,880100 Immediatelyafter the DisposalApproximateNumber of% of totalSharesissued Shares23,621,0017.0523,982,1307.1547,603,13114.2092,000,00027.45195,594,74958.35335,197,880100 Immediatelyafter the DisposalApproximateNumber of% of totalSharesissued Shares23,621,0017.0523,982,1307.1547,603,13114.2092,000,00027.45195,594,74958.35335,197,880100
14.2027.4558.35
100

As informed by Mr. Chen:

  • (i) other than the Disposal, there are no other transactions or arrangements between Mr. Chen and Easy Lead on the one hand and Mr. Wu and Brilliant Express on the other hand;

  • (ii) Mr. Chen and Easy Lead on the one hand and Mr. Wu and Brilliant Express on the other hand are not parties acting in concert for the purposes of the Takeover Code, and Mr. Wu and Brilliant Express are not acting in concert with any other Shareholders, accordingly there will not be any Shareholders together with its concert parties holding 30% or more of the voting rights of the Company after the Disposal. Following the Disposal, Brilliant Express and its concert parties do not exercise a significant degree of control over the retained voting rights held by Mr. Chen and his concert parties; and

  • (iii) Mr. Wu and Brilliant Express do not have any control, and there is no arrangement with Mr. Wu or Brilliant Express, which would allow Mr. Wu or Brilliant Express to exercise a significant degree of control over the remaining Shares owned by Mr. Chen and Easy Lead.

Mr. Chen further informs that there is an intention to consolidate his shareholding in the Company with those of Easy Lead, so that 23,982,130 Shares currently held by Easy Lead will be transferred to Mr. Chen, who will in turn be interested in a total of 47,603,131 Shares in his personal capacity after such transfer.

Save as disclosed above, the Board confirms that there are no negotiations or agreements relating to intended acquisitions or realizations which are discloseable under Rule 13.23 of the Listing Rules, neither is the Board aware of any matter discloseable under the general obligation imposed by Rule 13.09 of the Listing Rules, which is or may be of a price-sensitive nature.

At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 13 September 2007 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for resumption of trading in the Shares with effect from 9:30 a.m. on 14 September 2007.

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DEFINITIONS

  • “Brilliant Express” Brilliant Express International Limited, a company incorporated in the British Virgin Islands which is beneficially wholly-owned by Mr. Wu

  • “Board” the board of Directors

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

  • “Director(s)” the director(s) of the Company “Easy Lead” Easy Lead Corporation Limited, a company incorporated in Hong Kong which is beneficially owned as to 50% by Mr. Chen and 50% by his mother, Madam Huang Feng Mei

  • “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

  • “Mr. Chen” Mr. Chen Yuan Shou, Budiman, the chairman of the Board and an executive Director “Mr. Wu” Mr. Wu Siu Chung

  • “Share(s)” ordinary share(s) of HK$0.10 each in the issued share capital of the Company

  • “Shareholder(s)” the holders of the Shares

  • “Stock Exchange” The Stock Exchange of Hong Kong Limited

  • “Takeovers Code” the Hong Kong Code on Takeovers and Mergers

  • “HK$” Hong Kong dollars, the lawful currency of Hong Kong

  • “%” per cent.

By order of the Board South East Group Limited Chan Sau Chee Company Secretary

Hong Kong, 13 September 2007

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The directors of the Company as at the date of this announcement are Mr. Chen Yuan Shou, Budiman (Chairman) as executive director, Mr. Chen Zhi Yung as non-executive director and Mr. Lo Yuk Lam, Mr. Wong Kam Wah and Mr. Ng Chun Hung, Lawrence as independent non-executive directors.

The directors of the Company jointly and severally accept full responsibility for the accuracy of 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.

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