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S E A Holdings Limited Capital/Financing Update 2014

Sep 22, 2014

49068_rns_2014-09-22_d721526d-c99a-4d8d-afe3-fb62b42bec1b.pdf

Capital/Financing Update

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Hong Kong Exchanges and Clearing Limited and the Stock Exchange 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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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)

(Stock code: 145)

INSIDE INFORMATION

SECOND SUPPLEMENTAL AGREEMENT IN RELATION TO THE ACQUISITION OF WELDTECH TECHNOLOGY CO. LIMITED

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the provisions of inside information under Part XIVA of the Securities and Future Ordinance (Cap. 571, Laws of Hong Kong).

Reference is made to the announcement of the Company dated 6 December 2013 and the circular of the Company dated 11 April 2014 (the “ Circular ”) in relation to, among other things, the Acquisition and the announcement of the Company dated 16 June 2014 (the “ Announcement ”) in relation to, among other things, the completion of the Acquisition and the entering into of the First Supplemental Agreement (as defined below). Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Circular and the Announcement.

On 22 September 2014 (after trading hours), the Company, the Purchaser and the Vendors entered into a second supplemental agreement (the “ Second Supplemental Agreement ”) to amend certain terms of the Sale and Purchase Agreement in relation to the Acquisition (as amended by a supplemental agreement dated 13 June 2014 between the Company, the Purchaser and the Vendors (the “ First Supplemental Agreement ”)).

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Pursuant to the Sale and Purchase Agreement (as amended by the First Supplemental Agreement), the cash portion of the Consideration (the “ Cash Consideration ”), in the aggregate amount of HK$33,100,000, shall be satisfied by way of cashier orders issued by a licensed bank in Hong Kong from the Purchaser to the Vendors (a) within 3 months upon completion of the Acquisition; or (b) within 30 days upon completion (including Transfer), termination or cancellation of the FT Placing in accordance with the Placing Agreement (whichever is earlier).

Upon arm’s length negotiations between the parties to the Second Supplemental Agreement, it has been agreed that the payment terms of the Cash Consideration shall be further revised and the Cash Consideration shall be satisfied by way of cashier orders issued by a licensed bank in Hong Kong from the Purchaser to the Vendors or their designated person within 9 months upon completion of the Acquisition.

Save for the further amendment of the terms in relation to the payment of the Cash Consideration, all terms and conditions of the Sale and Purchase Agreement (as amended by the First Supplemental Agreement) remain unchanged and continue to be in full force and effect. The Board is of the view that the terms of the Second Supplemental Agreement allow more time for the Company to settle the Cash Consideration, and are fair and reasonable and to the best interests of the Company and Shareholders as a whole.

By Order of the Board

The Hong Kong Building and Loan Agency Limited So Yuen Chun Executive Director

Hong Kong, 22 September 2014

As at the date of this announcement, the Board comprises Mr. So Yuen Chun, Ms. Diana Liu He and Dr. Li Ai Guo being executive Directors; Mr. Lam Kwok Hing, Wilfred and Mr. Huang Lizhi being non-executive Directors; and Mr. Yeung Wai Hung, Peter, Ms. Yuen Wai Man and Mrs. Chu Ho Miu Hing being independent non-executive Directors.

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