DIT Group Limited — Proxy Solicitation & Information Statement 2009

Apr 21, 2009

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)

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 8A-B, Entertainment Building, 30 Queen’s Road Central, Hong Kong on Monday, 11 May 2009 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution which will be proposed as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the sale and purchase agreement dated 26 March 2009 (the “Sale and Purchase Agreement”) entered into between the Company as vendor and 羅成山 (Luo Chengshan) as purchaser in relation to the sale and purchase of the two (2) shares of HK$1.00 each in the issued share capital of South Perfect International Limited (“South Perfect”), a wholly owned subsidiary of the Company, representing 100% of the issued capital of South Perfect (the “Sale Shares”), for a total consideration of HK$1,600,000 (the “Consideration”) (a copy of which has been produced to this meeting marked “A” and initialed by the chairman of this meeting for the purpose of identification), and the transactions contemplated thereunder (the “Disposal”) be and are hereby approved, confirmed and ratified;

• (b) subject to the approval of the shareholders of the Company of the Disposal, the agreement dated 18 December 2008 (which is supplemented by a supplemental agreement dated 30 March 2009) entered into between the Company and Yu Kwok Ho Russell relating to procurement of purchaser for the Sale Shares for a commission of 50% of the Consideration (copies of which have been produced to this meeting marked “B” and “C” and initialed by the chairman of this meeting for the purpose of identification), and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

* For identification purposes only

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• (c) any one director of the Company, and if the affixation of the common seal of the Company is necessary, any two directors of the Company or any one director of the Company and the secretary of the Company or such other person(s) as the board of director of the Company may appoint, be and is/are hereby authorised for and on behalf of the Company to do all such acts and to enter into all such transactions, arrangements and agreements in his/her absolute discretion as he/she deems fit or appropriate to give effect to the Sale and Purchase Agreement and for the implementation of all transactions contemplated thereunder.”

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

Hong Kong, 22 April 2009

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 in Hong Kong at 8A-B, Entertainment Building, 30 Queen’s Road 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 notice are Mr. Wu Siu Chung (Chairman) and Mr. Chen Xiaoping as executive directors; Mr. Chen Yuan Shou, Budiman and Mr. Eduard William Rudolf Helmuth Will as non-executive directors; Mr. Lo Yuk Lam, Mr. Wong Kam Wah and Mr. David R. Peterson as independent non-executive directors.

The English translation of the Chinese name is for information purpose only and should not be regarded as the official English name for such Chinese name.

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