S E A Holdings Limited — M&A Activity 2000

Sep 12, 2000

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

LIPPO LIMITED LIPPO CHINA RESOURCES LIMITED

力寶有限公司 力寶華潤有限公司

("Lippo") ("LCR")

(Incorporated in Hong Kong with limited liability) (Incorporated in Hong Kong with limited liability)

HKCB CORPORATION LIMITED THE HONG KONG BUILDING

(the "Offeror") AND LOAN AGENCY LIMITED

(Incorporated in the British Virgin Islands with limited liability) 香港建屋貸款有限公司

("HKBLA")

(Incorporated in Hong Kong with limited liability)

UNCONDITIONAL CASH OFFER (THE "OFFER")

BY SOMERLEY LIMITED

ON BEHALF OF THE OFFEROR,

A WHOLLY-OWNED SUBSIDIARY OF LCR,

FOR ALL THE ISSUED SHARES OF HK$1.00 EACH (THE "SHARES") IN HKBLA

(OTHER THAN THOSE ALREADY OWNED BY

THE OFFEROR OR PARTIES ACTING IN CONCERT WITH IT)

AND

CONNECTED TRANSACTION FOR EACH OF LIPPO AND LCR

* The latest time for acceptance of the Offer was 4:00 p.m. on 11th September, 2000. At that time, valid acceptances in respect of 52,830,283 Shares, representing approximately 23.5% of the issued share capital of HKBLA, have been received by the Offeror. The Offer will close at 9:30 a.m. on 12th September, 2000

* Of the Shares assented to the Offer, 17,818,400 Shares were from China Resources (Holdings) Company Limited ("CRH") and its nominee. CRH is the holding company of China Resources Enterprise, Limited ("CRE"), a substantial shareholder of Lippo CRE (Financial Services) Limited ("Lippo CRE") which is a 50% owned subsidiary of LCR. Such acceptance constitutes a connected transaction for each of Lippo and LCR under the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") but the transaction size does not exceed 3% of the net tangible assets of each of Lippo and LCR as disclosed in their latest published audited consolidated financial statements respectively.

* Following the close of acceptance of the Offer, the Offeror and parties acting in concert with it are now interested in 195,899,038 Shares, representing approximately 87.1% of the issued share capital of HKBLA.

* The public float of HKBLA is now approximately 12.9%. Application has been made to the Stock Exchange by HKBLA for a waiver from strict compliance with Rule 8.08 of the Listing Rules in respect of the 25% public float requirement for a period of one month from 11th September, 2000. LCR has undertaken to the Stock Exchange to place down such number of Shares or take other appropriate measures so as to ensure that not less than 25% of the issued share capital of HKBLA will be in public hands as soon as practicable but in any event within one month from 11th September, 2000.

Reference is made to the joint announcements made by, inter alia, the Offeror, Lippo, LCR and HKBLA (as the case may be) dated 9th May, 30th May, 15th June, 30th June and 21st August, 2000 and the composite document of HKBLA dated 21st August, 2000.

Results of Acceptance

The directors of the Offeror announce that, at the close of acceptance of the Offer at 4:00 p.m. on Monday, 11th September, 2000, valid acceptances in respect of 52,830,283 Shares, representing approximately 23.5% of the issued share capital of HKBLA, have been received. The 52,830,283 Shares assented to the Offer, together with the 143,068,755 Shares already held by the Offeror and parties acting in concert with it, represent approximately 87.1% of the issued share capital of HKBLA. Following the close of the acceptance of the Offer, the Offeror and parties acting in concert with it are now interested in 195,899,038 Shares, representing approximately 87.1% of the issued share capital of HKBLA. Save for acceptance of the Shares under the Offer, none of the Offeror or parties acting in concert with it acquired or dealt in any Shares during the Offer period. The Shares assented to the Offer have been/will be acquired and paid for by the Offeror within 10 days from the day on which all the relevant documents are received by the registrars of HKBLA to render such acceptances complete and valid. The Offer will close at 9:30 a.m. on 12th September, 2000.

Connected transaction

Of the Shares assented to the Offer, 17,818,400 Shares were from CRH and its nominee, CRH is the holding company of CRE, a substantial shareholder of Lippo CRE which is a 50% owned subsidiary of LCR. A total payment of approximately HK$23,796,000 (based on the Offer price of HK$1.337 per Share and after netting off stamp duty) have been/will be made to CRH and its nominee pursuant to the Offer. Such acceptance constitutes a connected transaction for each of Lippo and LCR under the Listing Rules but the transaction size does not exceed 3% of the net tangible assets of each of Lippo and LCR as disclosed in their latest published audited consolidated financial statements respectively.

HKBLA is principally engaged in the provision of mortgage finance to owner-occupiers of residential flats in the middle income group.

Lippo is an investment holding company. Its subsidiaries are principally engaged in property investment and development, estate management, food businesses and a wide range of financial services.

LCR and its subsidiaries are principally engaged in property investment and development, estate management, food businesses and a wide range of financial services.

Public float

Taking into account the aforesaid shareholding interests, the public float of HKBLA is now 29,100,962 Shares, or approximately 12.9%. LCR has undertaken to the Stock Exchange to place down such number of Shares or take other appropriate measures so as to ensure that not less than 25% of the issued share capital of HKBLA will be in public hands as soon as practicable but in any event within one month from 11th September, 2000.

Application has been made to the Stock Exchange by HKBLA for a waiver from strict compliance with Rule 8.08 of the Listing Rules in respect of the 25% public float requirement for a period of one month from 11th September, 2000. The Stock Exchange has stated that it will monitor closely all trading in the Shares to ensure that a false market does not develop and will suspend trading of the Shares promptly if there is any unusual price movement.

Resignation of directors

Messrs. Gerard Joseph McMahon, Lee Wing Hung, Raymond, Kor Kee Yee, Fan Jia Yan, Keung Chi Wang, Ralph and Tam Ping Chung, Manus will resign as directors of HKBLA with effect from the close of the Offer on 12th September, 2000.

By Order of the Board By Order of the Board

Lippo Limited Lippo China Resources Limited

Davy Lee Millie Luk

Secretary Secretary

By Order of the Board By Order of the Board

HKCB Corporation Limited The Hong Kong Building and Loan Agency Limited

Millie Luk Marisa Mak

Secretary Secretary

Hong Kong, 11th September, 2000

The directors of Lippo jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than that relating to the Offeror, LCR and HKBLA and confirm, after having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

The directors of LCR jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than that relating to the Offeror, Lippo and HKBLA and confirm, after having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than that relating to HKBLA, Lippo and LCR and confirm, after having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

The directors of HKBLA jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than that relating to the Offeror, Lippo and LCR and confirm, after having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

"Please also refer to the published version of this announcement in the Hong Kong i-mail"