DIT Group Limited — Proxy Solicitation & Information Statement 2015

Apr 29, 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.

==> picture [236 x 40] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock Code: 726)

NOTICE OF THE SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a Special General Meeting of South East Group Limited (the “ Company ” together with its subsidiaries, the “ Group ”) will 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. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions which will be proposed as ordinary resolutions:

ORDINARY RESOLUTIONS

Words and expressions that are not expressly defined in this notice shall bear the same meaning as those defined in the circular dated 30 April 2015 issued by the Company (the “ Circular ”).

1. “ THAT

   • (a) the Share Subscription Agreement entered into between the Company and the Share Subscriber, a copy of which has been produced to the SGM and marked “A” and initialed by the chairman of the SGM for the purpose of identification, pursuant to which the Company has conditionally agreed to allot and issue, and the Share Subscriber has conditionally agreed to subscribe for, the Subscription Shares at the Subscription Price of HK$0.20 per Share and all transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

   • (b) the grant of the Specific Mandate to the Directors to exercise the powers of the Company to allot and issue the Subscription Shares at the Subscription Price be and is hereby approved, and any one Director be and is authorized to do all such further acts and things and to sign and execute all such documents and to take all such steps which in his opinion may be necessary, appropriate, desirable or expedient to implement and/or give effect to any matter relating to or incidental to the Specific Mandate in relation to the Share Subscription; and

1

• (c) any one director of the Company be and is hereby authorised to do all such further acts and things and to sign and execute all such documents and to take all such steps which in his opinion may be necessary, appropriate, desirable or expedient to implement and/or give effect to the Share Subscription Agreement and the transactions contemplated thereunder.”

1. “ THAT

   • (a) the CB Subscription Agreement entered into between the Company and the CB Subscriber, a copy of which has been produced to the SGM and marked “B” and initialed by the chairman of the SGM for the purpose of identification, pursuant to which the Company has conditionally agreed to issue, and the CB Subscriber has conditionally agreed to subscribe for, the Convertible Bonds in an aggregate principal amount of HK$200,000,000 and all transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

   • (b) the grant of the Specific Mandate to the Directors to exercise the powers of the Company to allot and issue the Conversion Shares at the Conversion Price of HK$0.20 per Conversion Shares (subject to adjustments) upon exercise of the conversion rights attached to the Convertible Bonds in accordance with the terms and conditions of the CB Subscription Agreement be and is hereby approved, and any one Director be and is authorized to do all such further acts and things and to sign and execute all such documents and to take all such steps which in his opinion may be necessary, appropriate, desirable or expedient to implement and/or give effect to any matter relating to or incidental to the Specific Mandate in relation to the allotment and issue of the Conversion Shares; and

   • (c) any one director of the Company be and is hereby authorised to do all such further acts and things and to sign and execute all such documents and to take all such steps which in his opinion may be necessary, appropriate, desirable or expedient to implement and/or give effect to the CB Subscription Agreement and the transactions contemplated thereunder.”

2. “ THAT subject to and conditional upon the passing of resolution numbered 1 above, the Whitewash Waiver granted or to be granted by the Executive be and is hereby approved and any one Director be and is hereby authorised to do all such further acts and things and to sign and execute all such documents and to take all such steps which in his opinion may be necessary, appropriate, desirable or expedient to implement and/or give effects to any matters relating to or incidental to the Whitewash Waiver.”

2

1. “ THAT the authorised share capital of the Company be increased from HK$400,000,000 divided into 4,000,000,000 shares of par value HK$0.10 each (the “Shares”) to HK$2,500,000,000 divided into 25,000,000,000 Shares with effect from the date of passing this resolution by the creation of an additional 21,000,000,000 new Shares and any one director of the Company be and is hereby authorised to do all such further acts and things and to sign and execute all such documents and to take all such steps which in his opinion may be necessary, appropriate, desirable or expedient to implement and/or give effect to the transactions contemplated under this resolution.”

2. “ THAT

   • (a) the Note Subscription Agreement entered into between the Company, the Issuer and the Guarantor, a copy of which has been produced to the SGM and marked “C” and initialed by the chairman of the SGM for the purpose of identification, pursuant to which the Company has conditionally agreed to subscribe for the Note in the principal amount of HK$250,000,000 with a coupon rate of 4.80% per annum in accordance with the terms and conditions thereof, and all transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

   • (b) any one director of the Company be and is hereby authorised to do all such further acts and things and to sign and execute all such documents and to take all such steps which in his opinion may be necessary, appropriate, desirable or expedient to implement and/or give effect to the Note Subscription Agreement and the transactions contemplated thereunder.”

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

Hong Kong, 30 April 2015

Registered Office: Head Office and Principal Place of Canon’s Court Business in Hong Kong: 22 Victoria Street Suites 1001-1004 on Level 10 Hamilton HM12 One Pacific Place Bermuda 88 Queensway Admiralty, Hong Kong

3

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, on a poll, subject to the provisions of the Bye-laws of the Company, vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company’s Hong Kong branch registrar, Computershare Hong Kong Investor Services Ltd., at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

As at the date of this notice, 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.

• For identification purposes only

4