S E A Holdings Limited — AGM Information 2002

Apr 8, 2002

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this document, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in The Hong Kong Building and Loan Agency Limited, you should at once hand this document and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

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THE HONG KONG BUILDING AND LOAN AGENCY LIMITED 香港建屋貸款有限公司

(Incorporated in Hong Kong with limited liability)

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of The Hong Kong Building and Loan Agency Limited to be held at Chater Room II, The Ritz-Carlton, 3 Connaught Road Central, Hong Kong on Tuesday, 14th May, 2002 at 11:00 a.m. is set out on pages 6 to 9 of this document.

Whether or not you are able or intend to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the registered office of The Hong Kong Building and Loan Agency Limited at Room 2301, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting. Completion and return of the form of proxy shall not preclude shareholders from attending and voting in person at the Annual General Meeting should they so desire.

8th April, 2002

LETTER FROM THE CHAIRMAN

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THE HONG KONG BUILDING AND LOAN AGENCY LIMITED 香港建屋貸款有限公司

(Incorporated in Hong Kong with limited liability)

Directors: Mr. Ning Gaoning (Chairman) Mr. Leon Chan Nim Leung Mr. Michael Chan Kwok Shung Mr. David T. Yeh Mr. Lee Jark Pui, O.B.E., J.P. Mr. Jonathan Miles Foxall Mr. Ng Tai Chiu Mr. Chan Wai Lam

Registered Office: Room 2301, 23rd Floor Tower One Lippo Centre 89 Queensway Hong Kong

* independent non-executive directors

8th April, 2002

To the shareholders of the Company

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

It is proposed that at the annual general meeting of The Hong Kong Building and Loan Agency Limited (the “Company”) to be held on 14th May, 2002 (the “Annual General Meeting”), notice of which is set out on pages 6 to 9 of this document (the “AGM Notice”), an ordinary resolution, as set out in the AGM Notice, will be proposed to grant the directors of the Company (the “Directors”) a general mandate to repurchase shares of HK$1.00 each in the capital of the Company (the “Shares”) since the previous general mandate granted to the Directors at the annual general meeting of the Company held on 9th May, 2001 will expire on conclusion of the Annual General Meeting. In accordance with the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), all proposed repurchases of securities by the Company must be approved by the shareholders in general meeting by way of ordinary resolution, either granting a general mandate or specific approval of a particular transaction. Furthermore, the Company is required under the Listing Rules to send to its shareholders an explanatory statement containing all the information reasonably necessary to enable the shareholders to make an informed decision on whether to vote for or against the ordinary resolution

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LETTER FROM THE CHAIRMAN

set out in the AGM Notice approving the grant of a mandate to the Directors to exercise the powers of the Company to repurchase Shares. The purpose of this document is to set out such information as required under the Listing Rules in relation to the proposed mandate to repurchase Shares and to convene the Annual General Meeting. In addition, details of the proposed renewal of the general mandate to issue Shares are also set out below.

GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution, as set out in the AGM Notice, will be proposed which, if passed, will give the Directors a general and unconditional mandate to allot, issue and otherwise deal with new Shares representing up to 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the proposed resolution at the Annual General Meeting. In addition, conditional upon the proposed resolution to authorise the repurchase of Shares as is more particularly described under the section headed “GENERAL MANDATE TO REPURCHASE SHARES” being passed, an ordinary resolution will be proposed to authorise the Directors to allot, issue and otherwise deal with new Shares up to an amount equal to the aggregate nominal amount of the Shares purchased under the authority to repurchase.

GENERAL MANDATE TO REPURCHASE SHARES

EXPLANATORY STATEMENT

General information

At the Annual General Meeting, an ordinary resolution will be proposed which, if passed, will give the Directors a general and unconditional mandate to exercise all the powers of the Company to repurchase issued Shares subject to the criteria set out in this document. In particular, shareholders should note that the maximum number of Shares that may be repurchased pursuant to such mandate will be limited to such number of Shares representing 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution at the Annual General Meeting. For your information, on 3rd April, 2002, being the latest practicable date prior to the printing of this document for ascertaining certain information referred to in this document (the “Latest Practicable Date”), there were in issue an aggregate of 225,000,000 Shares. On the basis of this figure and assuming no further Shares are issued or repurchased prior to the Annual General Meeting, not more than 22,500,000 Shares may be repurchased on the Stock Exchange by the Company pursuant to the general mandate proposed to be granted at the Annual General Meeting.

While it is not possible to anticipate in advance any specific circumstance in which the Directors might think it appropriate to repurchase Shares, the Directors believe that the grant of a general mandate to repurchase Shares would allow the Company additional flexibility and is in the best interests of the Company and its shareholders. The exercise of the repurchase mandate to repurchase Shares may, depending on market conditions and funding arrangements of the Company at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. Shareholders can be assured that the Directors would only make such repurchases in circumstances where the Directors consider to be in the best interests of the Company and its shareholders. On the basis of the consolidated financial position of the Company as at 31st December, 2001 (being the date to which the latest published audited financial statements of the Company have been made up) and in particular the working capital or gearing position of the Company at that time and the

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LETTER FROM THE CHAIRMAN

number of Shares in issue at present, there may be a material adverse impact on the working capital or gearing position of the Company in the event that the proposed repurchases were to be carried out in full during the proposed period. However, the Directors do not propose to exercise the repurchase mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company unless the proposed purchases are on terms favourable to the Company.

The Company is empowered by its Memorandum and Articles of Association to repurchase its Shares. The Company proposes to make the repurchases out of retained profits or other funds which shall be legally available for such purpose in accordance with the Company’s Memorandum and Articles of Association and the Companies Ordinance (Cap. 32 of the Laws of Hong Kong).

Directors and connected persons

None of the Directors nor, to the best of the knowledge and belief of the Directors having made all reasonable enquiries, any associates (as defined in the Listing Rules) of any of the Directors have any present intention, in the event that the resolution as set out in the AGM Notice is approved by the Company’s shareholders, to sell any Shares to the Company.

No connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company nor have they undertaken not to sell any of the Shares held by them to the Company in the event that the Company is authorised to make purchases of Shares.

Listing Rules

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the proposed resolution set out in the AGM Notice and in accordance with the Listing Rules, all applicable laws of Hong Kong and the regulations set out in the Memorandum and Articles of Association of the Company.

Hong Kong Code on Takeovers and Mergers

If, on the exercise of the power to repurchase Shares in accordance with the resolution set out in the AGM Notice, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Hong Kong Code on Takeovers and Mergers (the “Takeover Code”) and may in certain circumstances give rise to an obligation to make a general mandatory offer for shares under Rule 26 of the Takeover Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Lippo China Resources Limited (“LCR”) was beneficially interested in 157,496,038 Shares, representing approximately 70 per cent. of the issued share capital of the Company. In the event that the Directors exercised in full the power to repurchase Shares in accordance with the terms of the ordinary resolution to be proposed at the Annual General Meeting, the shareholding of LCR in the Company would be increased to approximately 77.8 per cent. of the issued share capital of the Company and such increase may not give rise to an obligation to make a general mandatory offer for shares under Rule 26 of the Takeover Code.

The Directors are not aware of any obligation which would arise under the Takeover Code as a consequence of any purchases by the Company of its Shares.

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LETTER FROM THE CHAIRMAN

Miscellaneous

During the six months preceding the Latest Practicable Date, no Shares were purchased by the Company.

During each of the twelve months preceding the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as set out in the Appendix.

Recommendation

The Directors are of the opinion that the proposed general mandates to repurchase and to issue Shares are in the best interests of the Company and recommend that you vote in favour of the ordinary resolutions to be proposed at the Annual General Meeting.

NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting is set out on pages 6 to 9 of this document.

A form of proxy is enclosed with this document for use at the Annual General Meeting. Whether or not you intend to be present at the meeting, you are requested to complete and return the enclosed form of proxy to the registered office of the Company at Room 2301, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the holding of the meeting. Completion and delivery of a form of proxy will not preclude you from attending and voting at the meeting in person if you so wish.

Yours faithfully, Ning Gaoning Chairman

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APPENDIX

During each of the twelve months preceding the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:–

	Highest	Lowest
Month	HK$	HK$
2001
April	1.03	0.75
May	0.82	0.72
June	0.81	0.73
July	0.79	0.72
August	0.72	0.59
September	0.68	0.47
October	0.51	0.51
November	0.65	0.51
December	0.56	0.55
2002
January	0.58	0.50
February	0.52	0.50
March	0.58	0.45

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NOTICE OF ANNUAL GENERAL MEETING

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THE HONG KONG BUILDING AND LOAN AGENCY LIMITED 香港建屋貸款有限公司

(Incorporated in Hong Kong with limited liability)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of The Hong Kong Building and Loan Agency Limited (the “Company”) will be held at Chater Room II, The Ritz-Carlton, 3 Connaught Road Central, Hong Kong on Tuesday, 14th May, 2002 at 11:00 a.m. for the following purposes:–

1. To receive and adopt the audited Financial Statements of the Company and the Reports of the Directors and the Auditors for the year ended 31st December, 2001.

2. To consider the re-election of the retiring Directors and to authorise the Board of Directors to fix the Directors’ remuneration.

3. To consider the re-appointment of Ernst & Young as Auditors of the Company and to authorise the Board of Directors to fix their remuneration.

4. As special business, to consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:–

5. A. “THAT:–

   • (a) subject to paragraph (c) below, pursuant to Section 57B of the Companies Ordinance, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for shares of the Company, which might require the exercise of such powers be and is hereby generally and unconditionally approved;

   • (b) the Directors of the Company be and are authorised during the Relevant Period to make or grant offers, agreements and options, including warrants to subscribe for shares of the Company, the making or granting of which might require the exercise of such powers by the Directors of the Company to allot, issue and deal with additional shares in the capital of the Company during or after the end of the Relevant Period;

   • (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraphs (a) and (b) otherwise than pursuant to a Rights Issue (as hereinafter defined), or pursuant to the exercise of any options

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NOTICE OF ANNUAL GENERAL MEETING

granted under any share option scheme adopted by the Company or an issue of shares upon exercise of subscription rights pursuant to warrants (if any) issued by the Company or an issue of shares in lieu of the whole or part of a dividend on shares or any scrip dividend scheme or similar arrangement in accordance with the Company’s Articles of Association, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the time of passing this resolution, and the said approval shall be limited accordingly;

• (d) for the purposes of this resolution:–

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:–

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law of Hong Kong or the Company’s Articles of Association to be held; and

• (iii) the authority set out in this resolution being revoked or varied by way of ordinary resolution of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of shares whose names appear on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange); and

• (e) the authority conferred by this resolution shall be in substitution for all previous authorities granted to the Directors of the Company, except that it shall be without prejudice to and shall not affect the exercise of the power of the Directors of the Company pursuant to such previous authorities to allot additional shares of the Company up to and in accordance with the approval therein contained prior to the date of this resolution.”

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NOTICE OF ANNUAL GENERAL MEETING

• B. “THAT:–

• (a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) shall be in addition to any other authorisation granted to the Directors of the Company and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its shares at a price determined by the Directors of the Company;

• (c) the aggregate nominal amount of shares which are conditionally or unconditionally authorised to be purchased by the Directors of the Company pursuant to the approval in paragraph (a) shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:–

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:–

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law of Hong Kong or the Company’s Articles of Association to be held; and

• (iii) the authority set out in this resolution being revoked or varied by way of ordinary resolution of the Company in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

• C. “THAT conditional on the passing of the resolution set out in paragraphs 4A and 4B of the notice convening this meeting of which this resolution forms part, the general mandate granted to the Directors of the Company to allot and issue shares pursuant to the resolution set out in paragraph 4A of the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of shares in the share capital of the Company repurchased by the Company under the authority granted pursuant to the resolution set out in paragraph 4B of the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the time of passing this resolution.”

By Order of the Board Marisa Mak Secretary

Hong Kong, 8th April, 2002

Registered Office:–

Room 2301, 23rd Floor Tower One Lippo Centre 89 Queensway Hong Kong

Note:–

1. Any member entitled to attend and vote at the meeting is entitled to appoint one or more separate proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

2. To be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified true copy thereof) must be deposited at the Company’s registered office at Room 2301, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting.

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