S E A Holdings Limited — Capital/Financing Update 2020

Oct 16, 2020

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 purpose only and does not constitute an invitation or offer to acquire, purchase, or subscribe for any securities of the Company.

==> picture [35 x 40] intentionally omitted <==

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)

PROPOSED RIGHTS ISSUE ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY THREE (3) EXISTING SHARES HELD ON THE RECORD DATE AND CLOSURE OF REGISTER OF MEMBERS

Sole Underwriter to the Rights Issue

Platinum Securities Company Limited

PROPOSED RIGHTS ISSUE

The Company proposes to raise approximately HK$23.5 million before expenses by way of the Rights Issue. The Rights Issue involves the issue of 130,832,727 Rights Shares at the Subscription Price of HK$0.18 per Rights Share on the basis of one (1) Rights Share for every three (3) existing Shares in issue and held on the Record Date. The Rights Issue will not be available to the Excluded Shareholders.

– 1 –

The net proceeds from the Rights Issue after deducting the expenses, which will be borne by the Company, are estimated to be approximately HK$21.5 million. The net proceeds from the Rights Issue are currently anticipated to be used for general working capital of the Group including (1) potential new projects as to approximately HK$12.9 million; and (2) operating expenses as to approximately HK$8.6 million.

UNDERWRITING AGREEMENT

On 16 October 2020 (after trading hours), the Company entered into the Underwriting Agreement with the Underwriter (each a “ Party ” and collectively, the “ Parties ”) in relation to the underwriting and respective arrangements in respect of the Rights Issue.

The Rights Issue is fully underwritten by the Underwriter. Pursuant to the Underwriting Agreement, the Underwriter has conditionally agreed to underwrite the 130,832,727 Rights Shares, subject to the terms and conditions set out in the Underwriting Agreement, in particular the fulfilment of the conditions precedent contained therein. Details of the major terms and conditions of the Underwriting Agreement are set out in the section headed “THE UNDERWRITING AGREEMENT” in this announcement.

WARNING OF THE RISKS OF DEALING IN THE EXISTING SHARES AND NIL-PAID RIGHTS SHARES

Shareholders and potential investors of the Company should note that the proposed Rights Issue is conditional upon, among others, the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof (a summary of which is set out in the section headed “Conditions Precedent of the Rights Issue” and “Termination of the Underwriting Agreement” in this announcement). Accordingly, the Rights Issue may or may not proceed.

Any Shareholder or other person dealing in the existing Shares and/or the nil-paid Rights Shares up to the date on which all the conditions to which the Rights Issue are fulfilled or waived (as applicable) (and the date on which the Underwriter’s right of termination of the Underwriting Agreement ceases) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the existing Shares and/or the nil-paid Rights Shares. Any party (including Shareholders and potential investors) who is in any doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s).

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms to be issued and allotted pursuant to the Rights Issue.

– 2 –

LISTING RULES IMPLICATIONS

As the proposed Rights Issue will not increase the number of issued shares of the Company or the market capitalisation of the Company by more than 50% (on its own or when aggregated with any other rights issues or open offers announced by the issuer (i) within the 12 month period immediately preceding the announcement of the proposed rights issue or (ii) prior to such 12 month period where dealing in respect of the shares issued pursuant thereto commenced within such 12 month period, together with any bonus securities, warrants or other convertible securities (assuming full conversion) granted or to be granted to shareholders as part of such rights issues or open offers) and the Rights Issue is not underwritten by a Director, chief executive or substantial shareholder of the Company (or any of their respective close associates), the Rights Issue is not conditional upon approval by the Shareholders.

GENERAL

The Prospectus Documents, containing further information on the Rights Issue is expected to be despatched to the Qualifying Shareholders on Friday, 20 November 2020. The Prospectus will be despatched to the Excluded Shareholders for information only. Shareholders and potential investors should exercise caution in dealing in the Shares.

PROPOSED RIGHTS ISSUE

The Board proposes the Rights Issue, details of which are summarised below:

Rights Issue statistics

Basis of the Rights Issue : One (1) Rights Share for every three (3) existing Shares in issue and held at the close of business on the Record Date Number of Shares in issue as at : 392,498,181 Shares the date of this announcement Number of Rights Shares to : 130,832,727 Rights Shares be issued Subscription Price : HK$0.18 per Rights Share

– 3 –

Net price per Rights Share : Approximately HK$0.165 per Rights Share (i.e. Subscription Price less costs and expenses incurred in the Rights Issue) Enlarged number of Shares in : 523,330,908 Shares issue upon completion of the Rights Issue Gross proceeds from : Approximately HK$23,549,890.86 before the Rights Issue expenses Right of excess applications : Qualifying Shareholders may apply for Rights Shares in excess of their provisional allotment

As at the date of this announcement, the Company had granted 11,620,350 Share Options to the grantees which entitle the holders thereof to subscribe for an aggregate of 11,620,350 new shares from 1 January 2021 to 31 December 2025. As such, pursuant to the terms and conditions of the grant, no Share Option will be vested and exercisable by the option holders on or before the Record Date. Save as disclosed above, as at the date of this announcement, the Company has no outstanding derivatives, options, warrants or securities in issue which confer any rights to subscribe for, convert or exchange into Shares.

As at the date of this announcement, the Board has not received any information or other undertakings from any Shareholders of their intention to take up or not to take up the securities of the Company to be offered to them under the Rights Issue. The Company shall not from the date of the Underwriting Agreement until after the Latest Time for Acceptance issue any Shares or issue or grant any options or other securities convertible into, exchangeable for or which carry rights to acquire Shares.

The Company will take steps to identify the excess applications made by any controlling shareholder and its associates (together, the “ relevant shareholders ”), whether in their own names or through nominees. The Company will disregard their excess applications to the extent the total number of Excess Rights Shares they have applied for exceeds a maximum number equivalent to the total number of Shares offered under the Rights Issue minus the number of Shares taken up by the relevant shareholders under their respective assured entitlements.

– 4 –

Assuming there will not be any further issue of new Shares or repurchase of Shares on or before the Record Date, the 130,832,727 Rights Shares to be issued pursuant to the terms of the proposed Rights Issue represents approximately 33.33% of the total number of issued Shares and 25.00% of the total number of issued Shares as enlarged by the allotment and issue of the Rights Shares.

Subscription Price

The Subscription Price is HK$0.18 per Rights Share, payable in full upon acceptance of the relevant provisional allotment of Rights Shares and, where applicable, application for Excess Rights Shares under the Rights Issue or when a transferee of nil-paid Rights Shares applies for the Rights Shares.

The Subscription Price represents:

• (i) a discount of approximately 13.9% to the closing price of HK$0.209 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a discount of approximately 13.5% to the average closing price of HK$0.208 per Share as quoted on the Stock Exchange for the last five (5) consecutive trading days up to and including the Last Trading Day;

• (iii) a discount of approximately 12.6% to the average closing price of HK$0.206 per Share as quoted on the Stock Exchange for the last ten (10) consecutive trading days up to and including the Last Trading Day;

• (iv) a discount of approximately 10.9% to the theoretical ex-rights price of HK$0.202 per Share based on the closing price of HK$0.209 per Share as quoted on the Stock Exchange on the Last Trading Day; and

• (v) a theoretical dilution effect (as defined under Rule 7.27B of the Listing Rules) represented by a discount of approximately 3.5%, represented by the theoretical diluted price of approximately HK$0.202 per Share to the benchmarked price of approximately HK$0.209 per Share (as defined under Rule 7.27B of the Listing Rules, taking into account the closing price on the Last Trading Day of HK$0.209 per Share and the average of the closing prices of the Shares as quoted on the Stock Exchange for the five previous consecutive trading days prior to the date of this announcement of approximately HK$0.207 per Share).

– 5 –

• (vi) a discount of approximately 41.9% to the unaudited consolidated net tangible asset value attributable to equity holders of the Company per Share of approximately HK$0.310 (based on the latest published unaudited consolidated net tangible asset value attributable to equity holders of the Company of approximately HK$121.6 million as at 30 June 2020 and 392,498,181 Shares in issue as at the date of this announcement).

The Subscription Price was determined after arm’s length negotiation between the Company and the Underwriter with reference to, among others, (i) the market price of the Shares under the prevailing market conditions; (ii) the financial position of the Group; and (iii) the reasons as discussed in the section headed “REASONS FOR AND BENEFITS OF THE RIGHTS ISSUE AND USE OF PROCEEDS” in this announcement. The Directors consider that the terms of the Rights Issue, including the Subscription Price, are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Status of the Rights Shares

The Rights Shares, when allotted, issued and fully paid, shall rank pari passu in all respects with the Shares then in issue, including the right to receive all dividends and distributions which may be declared, made or paid with a record date which falls on or after the date of allotment and issue of the Rights Shares in their fully-paid form.

Qualifying Shareholders

The Rights Issue will only be available to the Qualifying Shareholders and will not be available to the Excluded Shareholders. The Company will despatch the Prospectus Documents to the Qualifying Shareholders by no later than the Prospectus Posting Date and, to the extent reasonably practicable and legally permitted, will despatch the Prospectus only (without the PAL or the EAF) to the Excluded Shareholders for their information.

To qualify for the Rights Issue, a Shareholder:

• (i) must be registered as a member of the Company at the close of business on the Record Date; and

• (ii) is not an Excluded Shareholder.

– 6 –

Shareholders whose Shares are held by nominee companies should note that the Board will regard a nominee company as a single Shareholder according to the register of members of the Company. Shareholders with their Shares held by nominee companies are advised to consider whether they would like to arrange for registration of the relevant Shares in the name of the beneficial owner(s) prior to the Record Date.

In order to be registered as members of the Company prior to the close of business on the Record Date so as to qualify for the Rights Issue, any transfer of Shares (together with the relevant Share certificates) must be lodged with the Registrar for registration by 4:00 p.m. on Thursday, 12 November 2020. The address of the Registrar, Tricor Tengis Limited, is Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

It is expected that the last day of dealing in the Shares on a cum-rights basis is Tuesday, 10 November 2020 and the Shares will be dealt with on an ex-rights basis from Wednesday, 11 November 2020. The latest time for acceptance of and payment for the Rights Shares is expected to be at 4:00 p.m. on Friday, 4 December 2020.

Qualifying Shareholders who do not take up the Rights Shares to which they are entitled and Excluded Shareholders should note that their shareholdings in the Company will be diluted.

Closure of register of members

The register of members of the Company will be closed from Friday, 13 November 2020 to Thursday, 19 November 2020, both days inclusive, for determining the Shareholders’ entitlements to the Rights Issue. No transfer of Shares will be registered during the above book closure period.

Rights of Overseas Shareholders

The Prospectus Documents to be issued in connection with the Rights Issue will not be registered or filed under the applicable securities legislation of any jurisdiction other than Hong Kong. Overseas Shareholders may not be eligible to take part in the Rights Issue as explained below.

– 7 –

The Directors will make enquiries as to the applicable securities legislation of the relevant overseas jurisdictions or the requirements of any relevant regulatory body or stock exchange in respect of extending the issue of the Rights Shares to Overseas Shareholders whose address on the register of members of the Company is in a place outside Hong Kong on the Record Date. If, after making such enquiries and having obtained legal advice in the relevant jurisdictions, the Directors are of the opinion that it would be necessary or expedient, on account either of the legal restrictions under the laws of the relevant jurisdiction or any requirement of the relevant regulatory body or stock exchange in that jurisdiction, not to offer the Rights Shares to such Overseas Shareholders, the Rights Issue will not be available to such Overseas Shareholders and no provisional allotment of the nil-paid Rights Shares or allotment of the Rights Shares will be made to them. The results of the enquiries and the basis of exclusion of the Overseas Shareholders will be included in the Prospectus.

As at the date of this announcement, there are 9 Overseas Shareholders with registered addresses situated in the British Virgin Islands, Malaysia, People’s Republic of China, Singapore and the United States of America.

Arrangements will be made for the Rights Shares, which would otherwise have been provisionally allotted to the Excluded Shareholders, to be sold in their nil-paid form as soon as practicable after the commencement of dealings on the Stock Exchange in Rights Shares in nil-paid form and in any event before the last day for dealing in the nil-paid Rights Shares, if a premium (net of expenses) can be obtained. In the event that and to the extent that such Nil-Paid Rights can be sold, the Company will then distribute such proceeds in Hong Kong dollars (after deducting the expenses of sale (if any)) to the Excluded Shareholders pro rata (but rounded down to the nearest cent) to their shareholdings on the Record Date, except that individual amount of HK$100 or less shall not be so distributed but shall be retained for the benefit of the Company.

Overseas Shareholders should note that they may or may not be entitled to the Rights Issue, subject to the results of enquiries made by the Directors pursuant to Rule 13.36(2)(a) of the Listing Rules. The Company reserves the right to treat as invalid any acceptance of or applications for Rights Shares where it believes that such acceptance or application would violate the applicable securities or other laws or regulations of any territory or jurisdiction. Accordingly, Overseas Shareholders should exercise caution when dealing in the Shares.

– 8 –

Basis of provisional allotments

The Company shall provisionally allot the Rights Shares to the Qualifying Shareholders at the Subscription Price, in the proportion of one (1) Rights Share for every three (3) existing Shares in issue and held on the Record Date. Application for all or any part of a Qualifying Shareholder’s provisional allotment should be made by completing the PAL and lodging the same with a remittance for the Rights Shares being applied for with the Registrar on or before the Latest Time for Acceptance. Any holdings (or balance of holdings) of less than three (3) Shares will not entitle their holders to be provisionally allotted a Rights Share. Please refer to the arrangement as referred to in the paragraph headed “Fractional entitlements” below.

Fractional entitlements

In any event, fractions of the Rights Shares will not be allotted to any of the Qualifying Shareholders and the Company will not accept applications for any fraction of Rights Shares. Fractional entitlements will be rounded down to the nearest whole number of Rights Shares. Any Rights Shares created from the aggregation of fractions of the Rights Shares will be made available for excess application by the Qualifying Shareholders in such manner as the Directors in their absolute discretion deem appropriate and for the benefits and interests of the Company and as described in the section headed “Application for Excess Rights Shares” below. Should there be no excess application by the Qualifying Shareholders, those Rights Shares created from the aggregation of fraction of the Rights Shares will be taken up by the Underwriter.

Application for Excess Rights Shares

The Company shall make the Excess Rights Shares available for subscription by the Qualifying Shareholders by means of EAF, and the Excess Rights Shares represent:

• (i) any of the Rights Shares provisionally allotted but not accepted by any of the Qualifying Shareholders prior to the Latest Time for Acceptance;

• (ii) subject to the provisions of the Underwriting Agreement, any entitlements of the Excluded Shareholders provisionally allotted to a nominee of the Company which are left unsold; and

• (iii) any of the Rights Shares created from the aggregation of fractions of the Rights Shares.

– 9 –

The Company will, upon consultation with the Underwriter, allocate the Excess Rights Shares (if any) at their discretion on a fair and equitable basis on the following principles:

• (i) any Excess Rights Shares will be allocated to Qualifying Shareholders who apply for them on a pro rata basis by reference to the number of the Excess Rights Shares applied for under each excess application;

• (ii) reference will only be made to the number of Excess Rights Shares being applied for but no reference will be made to the Rights Shares comprised in applications by the PALs or the existing number of Shares held by Qualifying Shareholders;

• (iii) If the aggregate number of Rights Shares not taken up by the Qualifying Shareholders under the PALs is greater than the aggregate number of Excess Rights Shares applied for through the EAFs, the Company will allocate to each Qualifying Shareholder who applies for Excess Rights Shares in full application; and

• (iv) no preference will be given to applications for topping up odd lots to whole board lots.

Shareholders with their Shares held by a nominee company (or which are deposited in CCASS) should note that the Board will regard such nominee company (including HKSCC Nominees Limited) as a single Shareholder according to the register of members of the Company. Accordingly, Shareholders should note that the aforesaid arrangement in relation to the allocation of the excess Rights Shares will not be extended to beneficial owners individually save and except for the beneficial owner(s) which the Company may permit in its absolute discretion. Shareholders with their Shares held by a nominee company (or which are deposited in CCASS) are advised to consider whether they would like to arrange for the registration of the relevant Shares in their own names on or prior to the Record Date for the purpose of the Rights Issue. Shareholders and investors should consult their professional advisors if they are in any doubt as to their status. Shareholders who would like to have their names registered on the register of members of the Company on the Record Date, must lodge any transfers of Shares (together with the relevant Share certificates) with the Registrar for registration by no later than 4:00 p.m. on Thursday, 12 November 2020.

– 10 –

Certificates of the Rights Shares and refund cheques for the Rights Issue

Subject to fulfillment of the conditions precedent of the Rights Issue, share certificates for the fully-paid Rights Shares are expected to be sent on or before Monday, 14 December 2020 to those entitled thereto by ordinary post, at their own risk, to their registered addresses. If the Underwriting Agreement is terminated or not becoming unconditional, refund cheques will be despatched on or before Monday, 14 December 2020 by ordinary post, at the respective Shareholders’ own risk, to their registered addresses. Refund cheques in respect of wholly or partially unsuccessful applications for Excess Rights Shares (if any) are expected to be posted on or before Monday, 14 December 2020, by ordinary post to the applicants, at their own risk, to their registered addresses.

Taxation

Shareholders are advised to consult their professional advisers if they are in doubt as to the taxation implications of the receipt, purchase, holding, exercising, disposing of or dealing in, the nil-paid Rights Shares or the fully-paid Rights Shares and, regarding Overseas Shareholders, their receipt of the net proceeds, if any, from sales of the nil-paid Rights Shares on their behalf.

Application for listing

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Rights Shares (in both nil-paid and fully-paid forms) to be issued and allotted pursuant to the Rights Issue. The nil-paid and fully-paid Rights Shares will be traded in the board lots of 8,000 Shares. No part of the securities of the Company is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought on any other stock exchange.

Subject to the granting of the listing of, and the permission to deal in, the Rights Shares (in both their nil-paid and fully-paid forms) on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares (in both their nil-paid and fully-paid forms) will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange, or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

– 11 –

Shareholders should seek advice from their licensed securities dealer(s) or other professional adviser(s) for details of those settlement arrangements and how such arrangements will affect their rights and interests if they are in any doubt.

THE UNDERWRITING AGREEMENT

On 16 October 2020 (after trading hours), the Company and the Underwriter (each a “ Party ” and collectively, the “ Parties ”) entered into the Underwriting Agreement in relation to the underwriting and respective arrangements in respect of the Rights Issue.

The Rights Shares will be fully underwritten by the Underwriter in accordance with the terms of the Underwriting Agreement as described below.

Underwriting Agreement

Date : 16 October 2020 (after trading hours) Issuer : The Company Underwriter : Platinum Securities Company Limited, a licensed corporation carrying out type 1 (dealing in securities), and type 6 (advising on corporate finance) regulated activities under the SFO and its ordinary course of business includes underwriting of securities.

As at the date of this announcement, the Underwriter did not hold any Shares. The Underwriter and its ultimate beneficial owners are, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, third parties independent of and not connected with the Company and its connected persons. The Underwriter has confirmed to comply with Rule 7.19(1)(a) of the Listing Rules.

• Number of Rights : 130,832,727 Rights Shares Shares underwritten by the Underwriter

• Underwriting Commission

• : 1.5% of the aggregate Subscription Price in respect of the Underwritten Shares

– 12 –

The terms of the Underwriting Agreement (including the commission rate) were determined after arm’s length negotiation between the Company and the Underwriter by reference to the financial position of the Group, the size of the Rights Issue, the current and expected market condition, the market price of the Company and the prevailing underwriting commission of the market. The Directors consider that the terms of the Underwriting Agreement including the commission rate are fair and reasonable so far as the Company and the Shareholders as a whole are concerned. None of the Directors has a material interest in the transaction contemplated under the Underwriting Agreement.

Subject to the fulfillment of all the conditions precedent (save and except such conditions precedent waived in accordance with the conditions precedent (v) and (xi) and the paragraph set as out in the section headed “Conditions precedent of the Rights Issue”) contained in the Underwriting Agreement and provided that the Underwriting Agreement is not terminated prior to the Latest Time for Termination in accordance with the terms thereof, the Underwriter shall subscribe or procure subscription on the terms of the Prospectus Documents (insofar as the same are applicable) for such Untaken Shares.

Termination of the Underwriting Agreement

If, prior to the Latest Time for Termination:

• (1) in the absolute opinion of any of the Underwriter, the success of the Rights Issue would be materially and adversely affected by:

• (a) the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the absolute opinion of the Underwriter materially and adversely affects the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Rights Issue; or

• (b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date hereof) of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the absolute opinion of the Underwriter materially and adversely affects the business or the financial or trading position or prospects of the Group as a whole or materially and adversely prejudice the success of the Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue; or

– 13 –

• (2) any adverse change in market conditions (including without limitation, any change in fiscal or monetary policy, or foreign exchange or currency markets, suspension or material restriction on trading in securities) occurs which in the absolute opinion of the Underwriter is likely to materially or adversely affect the success of the Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue; or

• (3) there is any change in the circumstances of the Company or any member of the Group which in the absolute opinion of the Underwriter will adversely affect the prospects of the Company, including without limiting the generality of the foregoing the presentation of a petition or the passing of a resolution for the liquidation or winding up or similar event occurring in respect of any of member of the Group or the destruction of any material asset of the Group; or

• (4) any event of force majeure including, without limiting the generality thereof, any act of God, war, riot, public disorder, civil commotion or unrest, fire, flood, explosion, epidemic, pandemic, terrorism, strike or lock-out which would, in the absolute opinion of the Underwriter materially and adversely affects the business or the financial or trading position or prospects of the Group as a whole; or

• (5) in the absolute opinion of the Underwriter, there occurs any other material adverse change in relation to the business or the financial or trading position or prospects of the Group as a whole whether or not ejusdem generis with any of the foregoing; or

• (6) any matter which, had it arisen or been discovered immediately before the date of the Prospectus and not having been disclosed in the Prospectus, would have constituted, in the absolute opinion of the Underwriter, a material omission in the context of the Rights Issue; or

• (7) any suspension in the trading of securities generally or the Company’s securities on the Stock Exchange for a period of more than twenty (20) consecutive Business Days otherwise than due to or in connection with or in relation to the Underwriting Agreement and/or the Rights Issue and excluding any suspension in connection with the clearance of the announcement or other matters in connection with the Underwriting Agreement and/or the Rights Issue, or

– 14 –

• (8) the Prospectus when published contains information (either as to business prospects or the condition of the Group or as to its compliance with any laws or the Listing Rules or any applicable regulations) which has not prior to the date hereof been publicly announced or published by the Company and which may in the absolute opinion of the Underwriter be material to the Group as a whole upon completion of the Rights Issue and is likely to affect materially and adversely the success of the Rights Issue,

the Underwriter shall be entitled to terminate the Underwriting Agreement by notice in writing served on the Company prior to the Latest Time for Termination (the “ Termination Notice ”). For avoidance of any doubt, if the Underwriter, in its sole and absolute opinion considers any COVID-19 related event to have caused a material adverse impact over the implementation of the Underwriting Agreement or the Rights Issue, it shall be entitled to rely on such impact or its aftermath thereof as ground or reason to terminate or rescind the Underwriting Agreement and/or the Rights Issue.

If the Underwriter terminates the Underwriting Agreement, the Rights Issue will not proceed. A further announcement would be made by the Company if the Underwriting Agreement is terminated by the Underwriter.

Conditions precedent of the Rights Issue

The completion of the Rights Issue and the obligations of the Underwriter under the Underwriting Agreement are conditional upon:

• (i) the delivery to the Stock Exchange for authorisation and the registration with the Registrar of Companies in Hong Kong respectively one copy of each of the Prospectus Documents duly signed by two Directors (or by their agents duly authorised in writing) as having been approved by resolution of the Directors (and all other documents required to be attached thereto) and otherwise in compliance with the Listing Rules and the Companies (WUMP) Ordinance not later than the Prospectus Posting Date;

• (ii) the posting of the Prospectus Documents to the Qualifying Shareholders and the posting of the Prospectus and a letter in the agreed form to the Excluded Shareholders, if any, for information purpose only explaining the circumstances in which they are not permitted to participate in the Rights Issue on or before the Prospectus Posting Date;

– 15 –

• (iii) the Listing Committee granting and not having revoked, listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms either unconditionally or subject to such conditions which the Underwriter accepts and the satisfaction of such conditions (if any and where relevant) by no later than the Prospectus Posting Date, and such listing and permission to deal not having been withdrawn or revoked;

• (iv) the obligations of the Underwriter having become unconditional and the Underwriting Agreement not having been terminated in accordance with its terms;

• (v) compliance with and performance of all undertakings and obligations, and representations and warranties of the Company under the Underwriting Agreement, and the Underwriting Agreement is not terminated in accordance with its terms;

• (vi) compliance with the requirements under all applicable laws and regulations;

• (vii) each party having obtained all necessary consent and/or approval for entering into the Underwriting Agreement or the transactions contemplated therein;

• (viii) the entering into of binding agreements by the Underwriter with certain placees and/or sub-underwriters, which shall be Independent Third Parties, for placing and/or sub-underwriting the Rights Shares, such that neither the Underwriter together with such parties acting in concert (if any) with the Underwriter (having the meaning as set out in the Takeovers Code) nor any of the placees and/or sub-underwriters and their respective parties acting in concert (having the meaning as set out in the Takeovers Code) shall be interested in 10% or more of the issued share capital of the Company as enlarged by the Rights Issue after completion of the Rights Issue;

• (ix) each condition to enable the Rights Shares in their nil-paid or fully-paid forms to be admitted as eligible securities for deposit, clearance and settlement in CCASS having been satisfied on or before the Business Day prior to the commencement of trading of the Rights Shares (in their nil paid and fully-paid forms, respectively) and no notification having been received by the Company from the HKSCC by such time that such admission or facility for holding and settlement has been or is to be refused;

• (x) there being no Specified Event occurring on or before the Latest Time for Termination;

– 16 –

• (xi) the Company shall by the Prospectus Posting Date and the Time of Sale have delivered to the Underwriter a certificate of an executive Director and its Chief Operating Officer addressed to the Underwriter, dated as of the applicable date, on the representations and warranties and performance of the Company’s obligations under the Underwriting Agreement;

• (xii) the Underwriter receiving from the Company board resolutions relating to the Rights Issue and relating to the issue of the Prospectus Documents in form and substance satisfactory to the Underwriter as soon as practicable after the date hereof, and not later than 4:00 p.m. on the Business Day immediately before the Prospectus Posting Date;

• (xiii) the Underwriter receiving from the Company all the documents relating to the representations and warranties and performance of the Company’s obligations under the Underwriting Agreement not later than 4:00 p.m. on the Business Day immediately before the listing date of the Rights Shares; and

• (xiv) the Rights Shares being duly issued and provisionally allotted by the authorized representatives of the Board on the terms set out in the Underwriting Agreement and the Prospectus Documents to the Qualifying Shareholders.

Apart from the conditions precedent as set out in (v) and (xi) above which can be waived in whole or in part by the Underwriter unilaterally by notice in writing to the Company prior to the Latest Time for Termination, all other conditions precedent are incapable of being waived. The Parties shall use their respective best endeavours to procure the fulfillment of all the conditions precedent by the Latest Time for Termination or such other date as the Parties may agree in writing and in particular shall furnish such information, supply such documents, pay such fees, give such undertakings and do all such acts and things as may be necessary in connection with the listing of the Rights Shares or to give effect to the Rights Issue and the arrangements contemplated in the Underwriting Agreement.

If any of the conditions precedent (save and except those having been waived in accordance with the above paragraph) are not satisfied in whole by the Latest Time for Termination or such other date as the Parties may agree in writing, the Underwriting Agreement shall terminate (save and except the clauses of fees and expenses and indemnity and certain clauses which shall remain in full force and effect) and no Party shall have any claim against the other Party for costs, damages, compensation or otherwise save for any antecedent breaches.

– 17 –

REASONS FOR AND BENEFITS OF THE RIGHTS ISSUE AND USE OF PROCEEDS

The Group is principally engaged in treasury investment, provision of loan financing and design and provision of energy saving solutions.

As at 30 June 2020, the Group recorded the unaudited total assets and total liabilities of approximately HK$165.7 million and approximately HK$44.1 million respectively. For the six months ended 30 June 2020, the Group’s revenue was approximately HK$0.6 million and the loss for the period attributable to owners of the Company was approximately HK$19.8 million. As mentioned in the interim report 2020 of the Company, the Company has stated that it is actively considering to raise new capital by carrying out fund raising activities including but not limited to rights issue, open offer and placing of new shares in order to improve the working capital and liquidity and cash position of the Group.

The Directors consider that the Rights Issue, which is on a fully underwritten basis, will explicitly strengthen its capital structure without incurring debt financing cost. Also, the Rights Issue will improve the working capital and liquidity and cash position of the Group. Furthermore, the Rights Issue will allow all the Qualifying Shareholders the equal opportunity to subscribe for their respective pro rata provisional entitlement of the Rights Shares and hence avoiding dilution in their shareholding interests in the Company. The Qualifying Shareholders are also able to further increase their interests in the Company through excess applications.

The gross proceeds from the Rights Issue will be approximately HK$23.5 million. The net proceeds from the Rights Issue, after deducting professional fees and all other relevant expenses, are estimated to be approximately HK$21.5 million. The net proceeds from the Rights Issue are currently anticipated to be used for general working capital of the Group including (1) potential new projects as to approximately HK$12.9 million; and (2) operating expenses as to approximately HK$8.6 million.

The expenses in relation to the Rights Issue (including the underwriting fee, printing, registration, legal, accounting, levy, and documentation charges) are estimated to be approximately HK$2 million.

After careful consideration, the Directors consider that the terms and conditions of the Rights Issue are fair and reasonable and are in the best interests of the Company and its Shareholders as a whole.

– 18 –

EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

For illustration purposes only, the shareholding structure of the Company as at the date of this announcement, and the effect on the shareholding structure of the Company immediately after completion of the Rights Issue in the manner contemplated under the Underwriting Agreement are set out as follows:

Substantial Shareholder CITIC International Assets Management Limited_(Note 1) Public Shareholders The Underwriter and/or subscriber(s) procure by it(Note 2)_ Other public Shareholders Sub-total Total	As at the date of this announcement Number of Shares Approximate % 106,447,008 27.12% – – 286,051,173 72.88% 286,051,173 72.88% 392,498,181 100.00%	Immediately after completion of the Rights Issue Assuming full acceptance by all Qualifying Shareholders and there is no Excluded Shareholders Assuming (a) no acceptance by the Qualifying Shareholders; and (b) all the Untaken Shares are taken up by the Underwriter and its subscribers procured by the Underwriter Number of Shares Approximate % Number of Shares Approximate % 141,929,344 27.12% 106,447,008 20.34% – – 130,832,727 25.00% 381,401,564 72.88% 286,051,173 54.66% 381,401,564 72.88% 416,883,900 79.66% 523,330,908 100.00% 523,330,908 100.00%	Immediately after completion of the Rights Issue Assuming full acceptance by all Qualifying Shareholders and there is no Excluded Shareholders Assuming (a) no acceptance by the Qualifying Shareholders; and (b) all the Untaken Shares are taken up by the Underwriter and its subscribers procured by the Underwriter Number of Shares Approximate % Number of Shares Approximate % 141,929,344 27.12% 106,447,008 20.34% – – 130,832,727 25.00% 381,401,564 72.88% 286,051,173 54.66% 381,401,564 72.88% 416,883,900 79.66% 523,330,908 100.00% 523,330,908 100.00%
			79.66%
			100.00%

Notes:

1. CITIC International Assets Management Limited is owned as to 46% by CITIC International Financial Holdings Limited, a wholly-owned subsidiary of China CITIC Bank Corporation Limited, which is over 60% indirectly owned by CITIC Limited, which is indirectly owned as to 58.13% by CITIC Group Corporation. By virtue of the SFO, each of CITIC International Financial Holdings Limited, China CITIC Bank Corporation Limited, CITIC Limited and CITIC Group Corporation is deemed to be interested in the shares held by CITIC International Assets Management Limited.

2. This scenario is for illustration purpose only on a hypothetical basis only and will not occur. Pursuant to the Underwriting Agreement, the Underwriter shall not enter into binding agreements with certain placees and/or sub-underwriters, which shall be independent third parties, for placing and/or sub-underwriting the Rights Shares, such that neither the Underwriter together with such parties acting in concert (if any) with the Underwriter (having the meaning as set out in the Takeovers Code) nor any of the placees and/or sub-underwriters and their respective parties acting in concert (having the meaning as set out in the Takeovers Code) shall be interested in 10% or more of the issued share capital of the Company as enlarged by the Rights Issue.

– 19 –

Pursuant to the Underwriting Agreement, in the event of the Underwriter being called upon to subscribe for or procure subscription for the Untaken Shares, the Underwriter shall use its best endeavours to ensure that (1) each of the subscribers of the Untaken Shares procured by the Underwriter shall be an Independent Third Party of and not connected with the Company, any of the Directors or chief executive or substantial shareholders of the Company or their respective associates; (2) the public float requirements under Rule 8.08 of the Listing Rules be fulfilled by the Company upon completion of the Rights Issue; and (3) the Underwriter shall not (together with its respective parties acting in concert or any of its respective connected persons or associates) hold in aggregate 10% or more of the voting rights of the Company immediately after the Rights Issue.

POSSIBLE ADJUSTMENT TO THE OUTSTANDING SHARE OPTIONS

As at the date of this announcement, there are 11,620,350 outstanding share options under the Share Option Scheme. Pursuant to the terms and conditions of the Share Option Scheme and the Listing Rules, the exercise price and/or the number of the outstanding share options granted under the Share Option Scheme will be adjusted. Further announcement will be made in respect of the said adjustments as and when appropriate.

FUND RAISING EXERCISE OF THE COMPANY IN THE PAST 12 MONTHS

The Company has conducted the following equity fund raising activities during the 12 months immediately preceding the date of this announcement:

Date of		Net proceeds raised
announcement	Event	(approximately)	Intended use of proceeds	Actual use of proceeds
13 July 2020	Placing of new shares	HK$7.76 million	(i) for general working capital	for general working
	under general mandate		of the Group and/or (ii) for	capital of the Group
			possible investments in the
			future when opportunities
			arise

– 20 –

EXPECTED TIMETABLE

The expected timetable for the Rights Issue is set out below:

Event	Time and Date
	2020
Publication of the Rights Issue announcement . . . . . . . . . . . . . . . . . . . . . . Friday, 16 October
Last day of dealing in Shares on a cum-rights basis . . . . . . . . . . . . . . Tuesday, 10 November
First day of dealing in Shares on an ex-rights basis . . . . . . . . . . . Wednesday, 11 November
Latest time for lodging transfer of Shares
in order to be qualified for the Rights Issue .	. . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday,
	12 November
Closure of register of members of the Company
(both days inclusive) . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . Friday, 13 November –
	Thursday, 19 November
Record Date to determine entitlements
under the Rights Issue . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . Thursday, 19 November
Register of members of the Company re-opens	. . . . . . . . . . . . . . . . . . . Friday, 20 November
Despatch of the Prospectus Documents . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 20 November
First day of dealings in nil-paid Rights Shares	. . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday,
	24 November
Latest time for splitting of PALs . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday,
	26 November
Last day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . Tuesday, 1 December
Latest time for acceptance of and payment for
the Rights Shares and application for and
payment for Excess Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday,
	4 December

– 21 –

Latest time for terminating the Underwriting Agreement and for the Rights Issue to become unconditional . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 7 December Announcement of results of the Rights Issue . . . . . . . . . . . . . . . . . . . . . Friday, 11 December

Despatch of certificates for the fully-paid Rights Shares . . . . . . . . . . Monday, 14 December

Despatch of refund cheques, if any, for wholly or partially unsuccessful excess applications or if the Rights Issue is terminated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 14 December

Dealing in the fully-paid Rights Shares expected to commence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 15 December

All times and dates stated in this announcement refer to Hong Kong local times and dates. Dates or deadlines specified in the expected timetable above are indicative only and may be extended or varied by the Company in agreement with the Underwriter and in accordance with the Listing Rules. Any changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

EFFECT OF BAD WEATHER OR EXTREME CONDITIONS ON THE LATEST TIME FOR ACCEPTANCE OF AND PAYMENT FOR THE RIGHTS SHARES AND APPLICATION FOR AND PAYMENT FOR EXCESS RIGHTS SHARES

Whenever any part of the expected timetable of the Rights Issue as enlisted in the provisions of the Underwriting Agreement may be interrupted by a typhoon, a black rainstorm warning or Extreme Conditions, the Company shall properly inform the Shareholders of the corresponding contingency arrangements, which contingency arrangements shall include the Latest Time for Acceptance not taking place on the time as scheduled:

• (a) if a tropical cyclone warning signal no. 8 or above, a black rainstorm warning and/or Extreme Conditions is in force in Hong Kong at any local time before 12:00 noon but no longer in force after 12:00 noon on the day on which the Latest Time for Acceptance is initially scheduled to fall, the Latest Time for Acceptance be extended to 5:00 p.m. on the same day; or

– 22 –

• (b) if a tropical cyclone warning signal no. 8 or above, a black rainstorm warning and/or Extreme Conditions is in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the day on which the Latest Time for Acceptance is initially scheduled to fall, the Latest Time for Acceptance be extended to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.

If the Latest Time for Acceptance does not take place on Friday, 4 December 2020, the dates mentioned herein may be affected. The Company will notify the Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.

LISTING RULES IMPLICATIONS

As the proposed Rights Issue will not increase the number of issued shares of the Company or the market capitalisation of the Company by more than 50% (on its own or when aggregated with any other rights issues or open offers announced by the issuer (i) within the 12 month period immediately preceding the announcement of the proposed rights issue or (ii) prior to such 12 month period where dealing in respect of the shares issued pursuant thereto commenced within such 12 month period, together with any bonus securities, warrants or other convertible securities (assuming full conversion) granted or to be granted to shareholders as part of such rights issues or open offers) and the Rights Issue is not underwritten by a Director, chief executive or substantial shareholder of the Company (or any of their respective close associates), the Rights Issue is not conditional upon approval by the Shareholders.

GENERAL

The Prospectus Documents, containing further information on the Rights Issue is expected to be despatched to the Qualifying Shareholders on Friday, 20 November 2020. The Prospectus will be despatched to the Excluded Shareholders for information only. Shareholders and potential investors should exercise caution in dealing in the Shares.

WARNING OF THE RISKS OF DEALING IN THE EXISTING SHARES AND NIL-PAID RIGHTS SHARES

Shareholders and potential investors of the Company should note that the proposed Rights Issue is conditional upon, among others, the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof (a summary of which is set out in the section headed “Conditions Precedent of the Rights Issue” and “Termination of the Underwriting Agreement” in this announcement). Accordingly, the Rights Issue may or may not proceed.

– 23 –

Any Shareholder or other person dealing in the existing Shares and/or the nil-paid Rights Shares up to the date on which all the conditions to which the Rights Issue are fulfilled (and the date on which the Underwriter’s right of termination of the Underwriting Agreement ceases) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the existing Shares and/or the nil-paid Rights Shares. Any party who is in any doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s).

DEFINITIONS

Terms used in this announcement have the following meanings unless the context otherwise requires:

• “Allocation Date” the date pursuant to which allocation of the entitlement under the Rights Issue is to be determined

• “associate(s)” has the meaning ascribed to it under the Listing Rules

• “Board” the board of Directors

“Business Day” any day (other than a Saturday, Sunday or public holiday or a day on which a typhoon signal no. 8 or above or black rainstorm signal is hoisted in Hong Kong between 9:00 a.m. to 5:00 p.m.) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours

• “CCASS” the Central Clearing and Settlement System established and operated by HKSCC

• “Companies (WUMP) the Companies (Winding Up and Miscellaneous Provisions) Ordinance” Ordinance, Chapter 32 of the Laws of Hong Kong (as amended from time to time)

• “Company”

The Hong Kong Building and Loan Agency Limited, a company incorporated in Hong Kong with limited liability, the issued Shares of which are listed on main board of the Stock Exchange

• “connected person(s)” has the meaning ascribed to it under the Listing Rules

– 24 –

“Directors”

the directors of the Company

• “EAF(s)”

the form(s) of application for Excess Rights Shares in the agreed form for use by such Qualifying Shareholders who wish to apply for any Excess Rights Shares

• “Excess Rights Shares”

• any Rights Shares not accepted by the Qualifying Shareholders prior to the Latest Time for Acceptance, any entitlements of the Excluded Shareholders provisionally allotted to a nominee of the Company which are left unsold, and shall (for avoidance of any doubt) include any of the Rights Shares created from the aggregation of fractions of the Rights Shares

• “Excluded Shareholder(s)”

• those Overseas Shareholders whose address is/are in such place(s) outside Hong Kong where the Directors, consider it being necessary or expedient on account of either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place not to offer the Rights Shares based on the enquiry made pursuant to the terms and conditionals of the Underwriting Agreement

• “Extreme Conditions”

• the extreme conditions as announced by any the Hong Kong Government department or body or otherwise, whether or not under or pursuant to the revised “Code of Practice in Times of Typhoons and Rainstorms” issued by the Labour Department in June 2019 in the event of serious disruption of public transport services, or government services, extensive flooding, major landslides or large-scale power outrage after typhoons or incidents similar in seriousness or nature

• “Group” collectively, the Company and its subsidiaries

• “HKSCC”

• Hong Kong Securities Clearing Company Limited

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

– 25 –

“Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Independent Third Party(ies)”

• any person or company and their respective ultimate beneficial owner(s), to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and its connected persons within the meaning of the Listing Rules

• “Last Trading Day”

• 16 October 2020, being the last trading day of the Shares on the Stock Exchange prior to the execution of the Underwriting Agreement

• “Latest Time for Acceptance”

• 4:00 p.m. on 4 December 2020 or such later time or date as may be agreed between the Parties in writing, being the latest time for acceptance of, and payment for, the Rights Shares and application for and payment for Excess Rights Shares as described in the Prospectus

• “Latest Time for Termination”

• 4:00 p.m. on 7 December 2020 or such later time or date as may be agreed between the Parties in writing, being the next Business Day after the Latest Time for Acceptance, which shall be the latest time for termination of the Underwriting Agreement

• “Listing Committee” has the meaning as defined in the Listing Rules

• “Listing Rules”

• the Rules Governing the Listing of Securities on the main board of the Stock Exchange

• “Overseas Shareholder(s)”

• such Shareholder(s) whose registered address(es) (as shown in the register of members of the Company at the close of business on the Record Date) is/are situated outside Hong Kong

• “PAL(s)”

• the provisional allotment letter(s) in respect of the Rights Issue to be issued to the Qualifying Shareholders

– 26 –

“Prospectus”

the prospectus to be despatched to Shareholders in connection with the Rights Issue in such form as may be agreed between the Parties

• “Prospectus Documents”

• “Prospectus Posting Date”

• “Qualifying Shareholders”

• “Record Date”

• “Registrar”

• “Rights Issue”

• “Rights Share(s)”

• “SFC”

• “SFO”

• “Share(s)”

the Prospectus, the PAL and the EAF

• 20 November 2020 or such other date as may be agreed between the Parties in writing, being the date for the despatch of the Prospectus Documents (in case of Excluded Shareholder(s), Prospectus only)

• the Shareholders whose names appear on the register of members of the Company at the close of business on the Record Date, other than the Excluded Shareholders

• 19 November 2020 or such other date as may be agreed between the Parties in writing, being the date for the determination of the entitlements under the Rights Issue

• the branch share registrar and transfer of the Company in Hong Kong, being Tricor Tengis Limited of Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong

• the proposed issue of the Rights Shares for subscription by the Qualifying Shareholders on the basis of one (1) Rights Share for every three (3) existing Shares in issue and held at the close of business on the Record Date at the Subscription Price payable in full on application and otherwise on the terms and subject to the conditions set out in the Underwriting Agreement and the Prospectus Documents

• 130,832,727 new Shares to be allotted and issued pursuant to the Rights Issue

• the Securities and Futures Commission of Hong Kong

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• issued ordinary share(s) in the Company

– 27 –

• “Share Option(s)”

• The outstanding share options under the Share Option Scheme

• “Share Option Scheme”

• the share option scheme adopted by the Company on 25 May 2018

• “Shareholder(s)” holder(s) of the Share(s) from time to time

• “Specified Event”

• an event occurring or matter arising on or after the date of execution of the Underwriting Agreement and prior to the Latest Time for Termination which, if it had occurred or arisen before the date of execution of the Underwriting Agreement, would have rendered any of the warranties contained in the Underwriting Agreement untrue or incorrect in any material respect

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “Subscription Price” HK$0.18 per Rights Share

• “Takeovers Code”

• The Code on Takeovers and Mergers and Share Buy-backs issued by the SFC

• “Time of Sale”

• such time, falling within the period commencing on the Latest Time for Acceptance and ending on one Business Day before the Allocation Date, as is agreed between the Company and the Underwriter as the time of sale with respect to their efforts to procure purchasers for the Rights Shares not taken up

• “Underwriter”

• Platinum Securities Company Limited, a licensed corporation carrying out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO and its ordinary course of business includes underwriting of securities

• “Underwriting Agreement”

• the underwriting agreement dated 16 October 2020 entered into between the Company and the Underwriter and as revised, supplemented and/or amended from time to time in accordance with its terms

– 28 –

“Underwritten Shares”

• 130,832,727 Rights Shares underwritten by the Underwriter pursuant to the terms of the Underwriting Agreement

“Untaken Share(s)”

those (if any) of the Rights Shares in respect of which valid applications under the PALs and EAFs have not been received on or before the Latest Time for Acceptance

“%”

per cent.

By order of the Board The Hong Kong Building and Loan Agency Limited Chong Kok Leong Executive Director

Hong Kong, 16 October 2020

As at the date of this announcement, the Board comprises Mr. Chong Kok Leong and Mr. Zhuang Miaozhong being the executive Directors; and Mr. Choy Hiu Fai, Eric and Mr. Huang Lizhi being the independent non-executive Directors.

– 29 –