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DIT Group Limited Proxy Solicitation & Information Statement 2011

Mar 31, 2011

49427_rns_2011-03-31_0c670d26-712a-46ef-8d15-0f162a98fba1.pdf

Proxy Solicitation & Information Statement

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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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting (the “SGM”) of South East Group Limited (the “Company”) will be held at 8A-B, Entertainment Building, 30 Queen’s Road Central, Hong Kong on Monday, 18 April 2011 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendment, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT :

  • (a) the entry into of the Deed of Amendment (as defined in the circular to the shareholders of the Company dated 31 March 2011), a copy of which has been produced to this meeting marked “A” and signed by the chairman of this meeting for identification purpose, the transactions contemplated thereunder and the execution of the Deed of Amendment and any documents and agreements incidental thereto under the common seal of the Company by any two directors of the Company on behalf of the Company be and are hereby confirmed, approved, authorised and ratified in all respect;

  • (b) any one director of the Company or, if the affixation of the common seal of the Company is necessary, any two directors of the Company be and is/are hereby authorised for and on behalf of the Company to execute (and, if necessary, affix the common seal of the Company to) any such other documents, instruments and agreements and to do any such acts or things as may be deemed by him/her/them in his/her/their absolute discretion to be necessary or incidental to, ancillary to or in connection with the matters contemplated in the Deed of Amendment and the transactions contemplated thereunder or otherwise in relation to the Deed of Amendment and the matters and the transactions contemplated thereunder;

  • (c) the issue of up to 162,679,425 shares of HK$0.10 each (the “ Conversion Shares ”) in the share capital of the Company upon exercise of the conversion rights attaching to the convertible bond due 2016 (the “ Convertible Bond ”) up to an principal amount of HK$68,000,000 be and is hereby approved and the Directors be and are hereby authorized to allot and issue the Conversion Shares pursuant to and in accordance with the instrument executed by the Company constituting the Convertible Bond; and

  • (d) the Directors be and are hereby authorised to do all such acts and things as they consider necessary or expedient in connection with the issue of the Conversion Shares upon exercise of the conversion rights attaching to the Convertible Bond.”

By order of the Board SOUTH EAST GROUP LIMITED Wu Siu Chung Chairman

Hong Kong, 31 March 2011

* For identification purposes only

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Notes:

  • (i) 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.

  • (ii) In order to be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of the power of attorney or authority must be deposited with the Company at its principal place of business at 8A-B, Entertainment Building, 30 Queen’s Road Central, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

  • (iii) 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 or any adjournment thereof and in such event, the authority of the proxy shall be deemed to be revoked.

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 and Mr. Lo Yuk Lam, Mr. Wong Kam Wah and Mr. David R. Peterson as independent non-executive directors.

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