DIT Group Limited — Proxy Solicitation & Information Statement 2015

Apr 30, 2015

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 726)

DESPATCH OF CIRCULAR IN RELATION TO

(1) PROPOSED ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE; (2) WHITEWASH WAIVER; (3) PROPOSED ISSUE OF CONVERTIBLE BONDS; (4) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; (5) PROPOSED MAJOR TRANSACTION RELATING TO SUBSCRIPTION FOR GUARANTEED NOTE; AND (6) NOTICE OF SPECIAL GENERAL MEETING

Reference is made to the announcements of South East Group Limited (a) dated 9 March 2015 in relation to, among other things, the Increase in Authorised Share Capital, the Share Subscription, the CB Subscription and the Whitewash Waiver; and (b) dated 23 April 2015 in relation to the Note Subscription (collectively, the “ Announcements ”). Unless otherwise stated, capitalized terms used herein shall bear the same meanings as defined in the Announcements.

DESPATCH OF THE CIRCULAR

The circular containing, among other things, (i) further information on the Increase in Authorised Share Capital, the Share Subscription, the CB Subscription, the Whitewash Waiver and the Note Subscription; (ii) a letter of advice from the Independent Board Committee to the Independent Shareholders in relation to the Share Subscription Agreement and the transactions contemplated thereunder and the Whitewash Waiver; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Share Subscription Agreement and the transactions contemplated thereunder and the Whitewash Waiver; and (iv) a notice convening the SGM and a form of proxy was despatched to the Shareholders on 30 April 2015.

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Shareholders are advised to read the Circular carefully, in particular the letter of recommendation from the Independent Board Committee to the Independent Shareholders and the letter of advice from the Independent Financial Adviser contained in the Circular, before voting on the relevant resolutions at the SGM to be held at Island Shangri-La, Hong Kong at Two Pacific Place, Supreme Court Road, Central, Hong Kong on Monday, 18 May 2015 at 2:30 p.m. or at any adjournment thereof.

The completion of each of the proposed Share Subscription, CB Subscription, Note Subscription is conditional upon satisfaction (or waiver) of certain conditions precedent and may or may not proceed. Shareholders and investors of the Company are advised to exercise caution when dealing in the Shares and if they are in any doubt about their position, they should consult their professional advisers.

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

Hong Kong, 30 April 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 Directors.

The directors of the Company 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.

• For identification purpose only

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