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DIT Group Limited Major Shareholding Notification 2015

Mar 24, 2015

49427_rns_2015-03-24_7848eb1d-086a-4d8c-b858-99d8e764bd7d.pdf

Major Shareholding Notification

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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.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 726)

CLARIFICATION ANNOUNCEMENT

References are made to the announcement issued by South East Group Limited (the “ Company ”) dated 2 February 2015 in respect of, among others, the appointment of Mr. Jiang Hongqing (“ Mr. Jiang ”) as independent non-executive Director (the “ Appointment Announcement ”) and the announcement of the Company dated 9 March 2015 in respect of, among others, the Share Subscription, the CB Subscription, Specific Mandates and the Whitewash Waiver (the “ Subscription Announcement ”). Unless otherwise defined, capitalised terms used herein shall have the same meanings as defined in the Subscription Announcement.

The Board would like to clarify as follows:

  1. In the last paragraph on page 3 of the Appointment Announcement, it was disclosed that “[Mr. Jiang does not] have any interest or short position in shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance.” . As at the date of the Appointment Announcement, Mr. Jiang was in fact interested or deemed to be interested in 15,000,000 Shares, representing approximately 0.41% of the issued share capital of the Company, for the purposes of SFO.

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  1. The shareholding structure of the Company illustrating the shareholding (a) as at the date of this announcement; (b) after completion of the Share Subscription; and (c) after completion of the Share Subscription and the CB Subscription (assuming that all of the Convertible Bonds are converted in full and there are no other changes to the issued share capital of the Company) is set out as follows:
Shareholders ofthe CompanyTaiping Quantum Strategic Fund_Note 1_Taiping Quantum ProsperityFund_Note 1_Taiping Quantum ChinaOpportunities Fund_Note 1_Quantum AdvantageFund_Note 1_Jiang Hongqingand his associate_Note 4_The Share Subscriberand its concert partiesThe CB SubscriberExisting publicShareholdersTotal As at the dateof thisannouncement%Shares (approx.)340,000,0009.17400,420,00010.797,420,0000.2081,000,0002.1815,000,0000.41––––2,865,762,92077.253,709,602,920100.00 Immediately afterthe issue of theSubscription SharesNote 2%Shares (approx.)340,000,0003.33400,420,0003.927,420,0000.0781,000,0000.7915,000,0000.156,500,000,00063.67––2,865,762,92028.0710,209,602,920100.00 Immediatelyafter the issueof the SubscriptionShares and theConversion SharesNote 3%Shares (approx.)340,000,0003.03400,420,0003.577,420,0000.0781,000,0000.7215,000,0000.136,500,000,00057.991,000,000,0008.922,865,762,92025.5711,209,602,920100.00

Note 1: Each of Taiping Quantum Strategic Fund, Taiping Quantum Prosperity Fund and Taiping Quantum China Opportunities Fund and Quantum Advantage Fund is managed by Quantum China Asset Management Limited. Mr. Yeung, an executive Director, is the managing partner and chief executive officer of Quantum China Asset Management Limited.

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  • Note 2: Assuming that the Increase in Authorised Share Capital will be approved by the Shareholders at the SGM and assuming that the CB Subscriber does not purchase any Share from the date hereof up to the Share Subscription Completion Date.

  • Note 3: Assuming that the Increase in Authorised Share Capital will be approved by the Shareholders at the SGM and assuming that the CB Subscriber does not purchase any Share from the date hereof up to the issue of the Conversion Shares and assuming that the Share Subscriber and its concert parties do not acquire any Share after completion of the Share Subscription and up to the issue of the Conversion Shares.

  • Note 4: Mr. Jiang Hongqing is an independent non-executive Director who, together with his spouse, held 15,000,000 Shares as at the date of the Appointment Announcement and the Subscription Announcement.

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

Hong Kong, 24 March 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 Director.

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.

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