DIT Group Limited — Share Issue/Capital Change 2014

Nov 28, 2014

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)

PLACING OF SHARES BY THE SINGLE LARGEST SHAREHOLDER

On 28 November 2014, Viva Shine disposed of all Placing Shares to the Placees procured by the Placing Agent at the Placing Price pursuant to the Placing Agreement.

This announcement is made by South East Group Limited (the “Company”) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the inside information provisions under Part XIVA of the Securities and Futures Ordinance.

Reference is made to the announcement of Company dated 27 November 2014 (the “Announcement”) in relation to placing of shares by the single largest shareholder. Capitalized terms used in this announcement shall have the same meanings as those defined in the Announcement unless the context otherwise requires.

The Company has been informed by Viva Shine that, on 28 November 2014, Viva Shine disposed of all its shareholding, namely 828,000,000 Shares (representing approximately 25.21% of the Company’s existing issued share capital) to the Placees procured by the Placing Agent at the Placing Price pursuant to the Placing Agreement (the “Share Disposal”). The Placing Shares have been placed to seven Placees who are all independent third parties of the Company. The Share Disposal completed on 28 November 2014.

The shareholding structure of the Company (i) immediately prior to the Share Disposal and (ii) immediately upon completion of the Share Disposal are set out below for illustrative purpose:

Shareholders Viva Shine_(Note 1) Placees Mr. Chen Xiaoping(Note 2)_ Public shareholders Total	Immediately before completion of the Share Disposal Approximate No. of Shares % 828,000,000 25.21% 0 0% 2,320,000 0.07% 2,454,282,920 74.72% 3,284,602,920 100%	Immediately after completion of the Share Disposal Approximate No. of Shares % 0 0% 828,000,000 25.21% 2,320,000 0.07% 2,454,282,920 74.72% 3,284,602,920 100%	Immediately after completion of the Share Disposal Approximate No. of Shares % 0 0% 828,000,000 25.21% 2,320,000 0.07% 2,454,282,920 74.72% 3,284,602,920 100%
			100%

* For identification purposes only

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Notes:

1. Viva Shine is beneficially owned as to 50% by Mr. Yu Shengming (“Mr. Yu”), the chairman and an executive director of the Company; and 50% by Mr. Wang Guoli (“Mr. Wang”). As at the date of this announcement, Viva Shine is the beneficial owner of the Convertible Bond convertible into a maximum of 425,000,000 Shares at the conversion price of HK$0.16 per Share.

2. Mr. Chen Xiaoping is a non-executive director of the Company.

Upon completion of the Share Disposal, Viva Shine and hence Mr. Yu and Mr. Wang have ceased to be the substantial shareholders of the Company.

By order of the Board South East Group Limited Mock Wai Yin

Executive Director and Deputy Chairman

Hong Kong, 28 November 2014

The directors of the Company as at the date of this announcement are Mr. Yu Shengming (Chairman), Mr. Mock Wai Yin (Deputy Chairman) and Mr. Chan Chi Yuen as executive directors; Mr. Chen Xiaoping as non-executive director; Mr. Ng Kwok Wai, Mr. Lee Chi Hwa, Joshua and Mr. Ling Kit Wah, Joseph as independent non-executive directors.

In the case of any inconsistency, the English text of this announcement shall prevail over the Chinese text.

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