DIT Group Limited — Proxy Solicitation & Information Statement 2006

Nov 13, 2006

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(Incorporated in Bermuda with limited liability)

(Stock Code: 726)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of South East Group Limited (the “Company”) will be held at Rooms 02-03, 9th Floor, Wyndham Place, 44 Wyndham Street, Central, Hong Kong on 28 November 2006 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution(s), with or without modifications, as an ordinary resolution or as the case may be, a special resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT

2. (a) the realization of interests in Shanghai Ying Zhi Lun Property Development Limited (上海英之倫 房地產發展有限公司) (the “Realization”) by Benelux Property Development (Shanghai) Limited, a wholly subsidiary of the Company, pursuant to the transfer of ownership of equity interest and shareholders’ loan agreement dated 26 May 2006 (the “Transfer of Ownership of Equity Interest and Shareholders’ Loan Agreement”) and the transactions contemplated thereunder be and are hereby confirmed and ratified;

3. (b) the contents of the Transfer of Ownership of Equity Interest and Shareholders’ Loan Agreement (a copy of which has been produced to this meeting marked “A” and signed by the chairman of this meeting for the purpose of identification) be and are hereby confirmed and ratified; and

4. (c) any of the directors of the Company be and is/are hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements in his/their absolute discretion as he/they may consider fit or appropriate to give effect to the Realization pursuant to the Transfer of Ownership of Equity Interest and Shareholders’ Loan Agreement, for and on behalf of the Company, and the implementation of all transactions contemplated thereunder.”

SPECIAL RESOLUTION

1. “ THAT the bye-laws of the Company (the “Bye-Laws”) (a copy of the revised Bye-Laws, with mark-up indicating the proposed amendments, having been produced to the meeting marked “B” and signed by the chairman of the meeting for the purposes of identification) be and they are hereby amended in the following manner:

2. (a) by deleting Bye-Law 4 in its entirety and substituting therefor the following new Bye-Law 4:

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• “4. The Board may issue warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for any class of shares or securities of the Company, which warrants or convertible securities or securities of similar nature may be issued on such terms as the Board may from time to time determine. Where warrants or convertible securities or securities of similar nature are issued to bearer, no certificate thereof shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original certificate thereof has been destroyed and the Company has received an indemnity in such form as the Board shall think fit with regard to the issue of any such replacement certificate.”

• (b) by deleting Bye-Law 70 in its entirety and substituting therefor the following new Bye-Law 70:

• “70. Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Bye-Laws, at any general meeting on a show of hands every member present in person (or being a corporation, is present by its duly authorised representative), or by proxy shall have one vote and on a poll every member present in person or by proxy or, in the case of a member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. Notwithstanding anything contained in these Bye-Laws, where more than one proxy is appointed by a member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. A resolution put to the vote of a meeting shall be decided on a show of hands unless voting by way of a poll is required by the rules of the Designated Stock Exchange or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

  • (a) by the chairman of such meeting; or

  • (b) by at least three members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

  • (c) by a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and representing not less than onetenth of the total voting rights of all members having the right to vote at the meeting; or

  • (d) by a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right; or

  • (e) if required by the rules of the Designated Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights at such meeting.

A demand by a person as proxy for a member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a Member.”

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• (c) by inserting the following words immediately after the words “The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.” appearing in the seventh line of the existing Bye-Law 71:

“The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the Designated Stock Exchange.”

• (d) by deleting the existing Bye-Law 97(A)(vi) in its entirety and substituting therefor the following new Bye-Law 97(A)(vi):

• “(vi) if he shall be removed from office by an Ordinary Resolution of the Company under Bye-Law 104.”

• (e) By deleting the existing Bye-Law 99(A) and (B) in its entirety and substituting therefor the following new Bye-Law 99(A), (B) and (C):

• “99. (A) Notwithstanding any other provisions in these Bye-Laws or other terms on which any Director may be engaged, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not three or a multiple of three (3), then the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years.

  • (B) The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

  • (C) A Director is not required to retire upon reaching any particular age.”

• (f) by deleting existing Bye-Law 102(A) and (B) in its entirety and substituting therefor the following new Bye-Law 102(A) and (B):

• “102.(A) Subject to the Statues and the provisions of these Bye-Laws, the Company may from time to time in general meeting by Ordinary Resolution elect any person to be a Director either to fill a casual vacancy or as an additional Director.

  • (B) Subject to authorisation by the shareholders in a general meeting, the Directors shall until and unless such authorization shall be revoked, have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or (subject to the provisions of the Companies Act) as an additional Director but so that the number of Directors so appointed shall not exceed the maximum number determined from time to time by the shareholders in general meeting. Any Director so appointed shall hold office only until the next following general meeting of the Company (in the case of the filling of casual vacancy) or the next following annual general meeting of the Company (in the case of an additional Director) and shall then be eligible for re-election at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting.”

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• (g) by replacing the word “Special” appearing in the first line of the existing Bye-Law 104 with the word “Ordinary”.”

By order of the Board South East Group Limited Budiman Rahardja Chairman

Hong Kong, 13 November 2006

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint a proxy to attend and, in the event of a poll, vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority must be deposited at the Company at its principal place of business at Rooms 02-03, 9th Floor, Wyndham Place, 44 Wyndham Street, Central, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the meeting convened and any adjournment thereof and in such event, the authority of the proxy shall be deemed to be revoked.

4. For joint registered holders of any share attending the meeting on the same occasion, the vote of the holder whose name stands first on the register who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.

The directors of the Company as at the date of this announcement are Mr. Budiman Rahardja (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.

If there are any inconsistency between the Chinese names of the PRC entities and their English translations, the Chinese version shall prevail.

* For identification purposes only

Please also refer to the published version of this announcement in The Standard.

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