S E A Holdings Limited — M&A Activity 2000

Aug 22, 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.

HKCB CORPORATION LIMITED THE HONG KONG BUILDING AND

(the "Offeror") LOAN AGENCY LIMITED

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

(the "Company")

(Incorporated in Hong Kong with limited liability)

DESPATCH ANNOUNCEMENT

UNCONDITIONAL CASH OFFER (THE "OFFER")

BY

SOMERLEY LIMITED ("Somerley")

ON BEHALF OF THE OFFEROR,

A WHOLLY-OWNED SUBSIDIARY OF

LIPPO CHINA RESOURCES LIMITED ("LCR"),

FOR ALL THE ISSUED SHARES OF HK$1.00 EACH IN THE COMPANY

(OTHER THAN THOSE ALREADY OWNED BY THE OFFEROR

OR PARTIES ACTING IN CONCERT WITH IT)

* The Mortgage Agreement and the Share Acquisition Agreement were completed on 14th August, 2000.

* A composite document dated 21st August, 2000, together with the form of acceptance and transfer, containing, inter alia, details of the Offer (the "Composite Document") has been despatched to the Shareholders of the Company on 21st August, 2000. Shareholders are advised to read through the Composite Document before taking any action with regard to their holding of Shares in the Company.

* The pro forma statement of adjusted unaudited net tangible assets of the Company contained in the Composite Document is also set out below.

* Messrs. David T. Yeh, Jonathan Miles Foxall, Lee Jark Pui and Ng Tai Chiu have been appointed as Directors of the Company following posting of the Composite Document.

Reference is made to the joint announcements made by, inter alia, the Company and LCR dated 9th May, 30th May, 15th June and 30th June, 2000. Terms used in this announcement shall have the same meanings as defined in the Composite Document, unless the context otherwise requires.

COMPLETION OF THE MORTGAGE AGREEMENT AND THE SHARE ACQUISITION AGREEMENT

Completion of the Mortgage Agreement and the Share Acquisition Agreement took place on 14th August, 2000 whereby Mortgage Loans with an aggregate principal amount of approximately HK$852 million (net of provision - approximately HK$838 million), subject to adjustment, were sold by the Company to The Hongkong Chinese Bank, Limited ("HKCB") and HKCB disposed of its approximately 58.6 per cent. interest in the Company to LCR.

DESPATCH OF COMPOSITE DOCUMENT

The respective boards of directors of the Company and the Offeror announce that the Composite Document containing, inter alia, (i) the letter from the Chairman; (ii) the letter from Somerley; and (iii) the letter of advice from the independent financial adviser, Yuanta Securities (Hong Kong) Company Limited, together with the form of acceptance and transfer, has been despatched to the Shareholders of the Company on 21st August, 2000.

Shareholders are advised to read through the Composite Document before taking any action with regard to their holding of Shares in the Company.

PRO FORMA ADJUSTED UNAUDITED NET TANGIBLE ASSETS OF THE COMPANY

The following statement of the pro forma adjusted unaudited net tangible assets of the Company is based on the net tangible assets of the Company as at 31st December, 1999 and adjusted as follows:-

HK$' 000

Audited net tangible assets as at 31st December, 1999 323,839

Unaudited loss attributable to Shareholders

for the six months ended 30th June, 2000 (Note) (29,076 )

Pro forma adjusted unaudited net tangible assets after taking into

account the completion

of the Mortgage Agreement 294,763

Pro forma adjusted unaudited net tangible assets per

Share based on 225,000,000 Shares in issue HK$1.31

Note: Amount includes a provision for expected loss of HK$44 million from the disposal of Mortgage Loans pursuant to the Mortgage Agreement.

APPOINTMENT OF DIRECTORS

Messrs. David T. Yeh, Jonathan Miles Foxall, Lee Jark Pui and Ng Tai Chiu have been appointed as Directors of the Company on 21st August, 2000, being the date when the Composite Document was despatched.

By Order of the Board By Order of the Board

HKCB Corporation Limited The Hong Kong Building and Loan Agency Limited

David T. Yeh Chan Wai Lam

Director Director

Hong Kong, 21st August, 2000

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than those relating to the Company and confirm, having make 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 Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than those relating to the Offeror and confirm, 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"