S E A Holdings Limited — Proxy Solicitation & Information Statement 2004

Jun 18, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, 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 circular.

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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)

ADOPTION OF NEW ARTICLES OF ASSOCIATION AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

This circular includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors of the Company collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries that, to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

A letter from the Chairman of the Company is set out on pages 2 to 10 of this circular. A notice convening the Extraordinary General Meeting of the Company to be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 25th June, 2004 at 11:45 a.m. is set out on pages 11 and 12 of this circular.

Whether or not you are able or intend to attend the Extraordinary General Meeting, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Extraordinary General Meeting, or any adjournment thereof, to the registered office of the Company at Room 2301, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting or any adjourned meeting thereof should you so wish.

3rd June, 2004

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Chairman
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Adoption of new Articles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Right to demand a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Documents available for inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context otherwise requires:

“Articles”	the articles of association of the Company;
“Board”	the board of Directors;
“Company”	The Hong Kong Building and Loan Agency Limited
	香港建屋貸款有限公司, a company incorporated in
	Hong Kong with limited liability, the shares of which
	are listed on the Stock Exchange;
“Companies Ordinance”	the Companies Ordinance of Hong Kong (Chapter 32 of
	the Laws of Hong Kong);
“Director(s)”	the director(s) of the Company from time to time;
“Extraordinary General Meeting”	the extraordinary general meeting of the Company to be
	held at Harcourt Room, Lower Lobby, Conrad Hong
	Kong, Pacific Place, 88 Queensway, Hong Kong on
	Friday, 25th June, 2004 at 11:45 a.m., notice of which is
	set out on pages 11 and 12 of this circular, and any
	adjournment thereof;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China;
“Latest Practicable Date”	31st May, 2004, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained herein;
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange;
“Notice”	the notice convening the Extraordinary General Meeting
	as set out on pages 11 and 12 of this circular;
“Share(s)”	existing share(s) of HK$1.00 each in the capital of the
	Company;
“Shareholder(s)”	holder(s) of Shares; and
“Stock Exchange”	The Stock Exchange of Hong Kong Limited.

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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)

(Stock Code: 145)

Non-executive Directors:

Mr. Ning Gaoning (Chairman) Mr. Wai Lam Chan

Executive Directors:

Mr. David T. Yeh Mr. Jark Pui Lee, O.B.E., J.P. Mr. Jonathan Miles Foxall Mr. Tai Chiu Ng

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

Independent non-executive Directors: Mr. Leon Nim Leung Chan Mr. Michael Kwok Shung Chan

3rd June, 2004

To the Shareholders

Dear Sir or Madam,

ADOPTION OF NEW ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution mentioned herein which will be dealt with at the Extraordinary General Meeting to be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 25th June, 2004 at 11:45 a.m. and to convene the Extraordinary General Meeting. This circular contains information concerning the adoption of new Articles which is required to be sent to Shareholders under the Listing Rules.

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LETTER FROM THE CHAIRMAN

ADOPTION OF NEW ARTICLES

A special resolution will be proposed at the Extraordinary General Meeting to adopt new Articles in light of changes to the Listing Rules and Companies Ordinance and to modernise and update the Articles.

Changes arising out of amendments to the Listing Rules in 2002

Following the amendments to the Companies Ordinance, as set out in the Companies (Amendment) Ordinance 2001 and the Companies (Summary Financial Reports of Listed Companies) Regulation, the Stock Exchange has amended the Listing Rules (which became effective in February 2002) to permit listed issuers to distribute summary financial reports in place of a full annual report and accounts (the “Annual Report”) and allow listed issuers to offer its shareholders the opportunity to choose not to receive a printed copy of any corporate communication and rely on versions of such documents to be sent to them by electronic means, provided that the listed issuers have ascertained the wishes of shareholders beforehand and comply with the relevant legal requirements of their own jurisdictions and the provisions of their own memorandum and articles of association.

Pursuant to the Listing Rules, the listed issuer is required to set out in each corporate communication (including the summary financial report and the Annual Report) the steps for the shareholders to inform the listed issuer of any change of choice together with a statement expressly informing shareholders that they may at any time choose to receive the English language version only, the Chinese language version only or both the English and Chinese language versions notwithstanding any wish to the contrary previously conveyed to the listed issuer.

The existing Articles do not permit the Company to distribute the summary financial report to Shareholders instead of the Annual Report or distribute any corporate communication to Shareholders in any form other than printed copies and such printed copies shall only be in both the English language and the Chinese language pursuant to the Listing Rules. Shareholders who may prefer to receive the summary financial report in place of the Annual Report or who wish to receive the version of corporate communication using electronic means in preference to receiving a printed copy or who prefer to receive any corporate communication in one language only, are therefore prevented from doing so by virtue of the existing Articles.

Accordingly, the existing Articles are proposed to be amended in compliance with such changes made to the Listing Rules by the Stock Exchange, as follows:

• (1) New definitions on “Annual Report”, “Corporate Communication”, “electronic communication”, “electronic means”, “Electronic Signature”, “Listing Rules” and “summary financial report” are included.

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LETTER FROM THE CHAIRMAN

• (2) Existing Articles on accounts have been amended so that, inter alia, copies of the Annual Report and/or the summary financial report which are to be laid before the Company in general meeting, shall be made available to every Shareholder not less than twenty-one clear days before the date of the general meeting.

• (3) Existing Articles on notices have been updated.

• (4) A new Article on signature and choice of language of documents has been added to allow the use of electronic signature and the choice of receiving any notice, document or corporate communication in either the English or Chinese language or in both the English and Chinese languages.

It should be noted that notwithstanding the adoption of these new Articles at the Extraordinary General Meeting, there will be no change in the manner in which the Company issues any corporate communication to the Shareholders unless and until notice has been sent to the Shareholders to ascertain their wishes with respect to the various options available for receiving such corporate communication prior to the issue of any such corporate communication.

Changes arising out of amendments to the Listing Rules in 2004

Changes have again been made to the Listing Rules which became effective on 31st March, 2004. The changes to the Listing Rules prompt proposed amendments to the Articles:

• (a) to discount any vote cast by or on behalf of a shareholder in contravention of the Listing Rules;

• (b) to prohibit a director from voting (or being counted in the quorum) on a resolution of the Board where he and/or any of his associates is/are materially interested in any contract, arrangement or proposal the subject of such resolution; and

• (c) to define the period within which shareholders can lodge a notice to propose a person for election as a director and for that person to give notice of his or her willingness to be so elected.

The following is a summary of the relevant changes to the Articles arising out of the Listing Rules:

• (1) A new definition on “associates” is added to conform with the Listing Rules.

• (2) A new Article is added to make it clear that the votes of any Shareholder who is required, by virtue of the Listing Rules, to abstain from voting on any resolution shall not be counted.

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LETTER FROM THE CHAIRMAN

• (3) The existing Article requiring a Director to declare his interests, directly or indirectly, in any proposed contract or arrangement with the Company, at the meeting of the Board at which the question of entering into the contract or arrangement is first taken into consideration is updated to cover the interests of Director’s associates as well such that a Director may not vote on board resolutions in which he or any of his associates has a material interest. Voting is, however, permitted in respect of certain exceptional matters as set out therein.

• (4) The existing Articles on rotation of Directors are updated to define the period within which notice of intention to propose a person for election to the office of Director at a general meeting and notice by such person of his or her willingness to be elected together with his or her particulars to be included in such notices must be given to the Company. The provision is relevant where a Shareholder wishes to propose a person for election to the Board. It does not apply where existing Board members retire at the general meeting and seek re-election nor does it apply in a situation where the Board itself is recommending the person for election. The relevant period for giving such notices will be at least seven days, commencing on the day after despatch of the notice of the general meeting and expiring on the day falling seven days before the date of the general meeting.

Changes arising out of amendments to the Companies Ordinance

The adoption of new Articles is also in light of changes to the Companies Ordinance introduced pursuant to the Companies (Amendment) Ordinance 2003.

The major change is that a company may remove a director by ordinary resolution (rather than a special resolution). It should be noted, however, that any removal of a director would be without prejudice to any claim which the director may have for damages for breach of any service contract which he has with the Company.

General changes to modernise and update the Articles

Developments have occurred in relation to the capital structure of the Company, the business environment in which the Company operates, communications technology and corporate governance practices. The Directors consider that, in view of these developments, it would be appropriate for the Company to adopt new Articles that:

• (a) better reflect the Company’s current capital and management structures and the expectations of the business community; and

• (b) modernise and update certain administrative and secretarial procedures relevant to the management of the Company or otherwise incorporate a number of provisions considered reasonably standard to the articles of association of a listed issuer.

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LETTER FROM THE CHAIRMAN

The Company’s authorised share capital, as at the Latest Practicable Date, was HK$300,000,000 divided into 300,000,000 ordinary shares of HK$1.00 each. No change is proposed to this capital structure. However, the opportunity is being taken in the proposed new Articles to reflect the current level of authorised share capital. The major changes to the Articles under this category may be summarised as follows:

• (1) References to the fee of HK$2.50 for each extra share certificate in the existing Articles will be deleted, and be replaced by a sum equal to the relevant maximum amount as the Stock Exchange may from time to time determine for share certificates to be issued or such lesser sum as the Board shall from time to time determine to give the Company greater flexibility in determining the fee for share certificates issued provided that it is in line with the Stock Exchange’s prescribed fee from time to time.

• (2) References to the fee of HK$200.00 and HK$400.00 in the existing Articles to issue replacement certificates will be deleted, and be replaced by such fee not exceeding the maximum fee permitted or prescribed from time to time by the Stock Exchange or such lesser sum as the Directors may from time to time require to be paid to the Company, provided that the Directors are satisfied beyond reasonable doubt that the original has been destroyed. This gives the Company greater flexibility in determining the fee for replacement certificates issued provided that it is in line with the Stock Exchange’s prescribed fee from time to time.

• (3) The existing Articles do not take the Deputy Chairman into consideration in the event that the Chairman is unable to attend a particular meeting. The proposed new Article will provide that the Directors may elect a chairman or a deputy chairman of their meetings and determine the period for which such officers shall respectively hold office. In the absence of the chairman (if any), the deputy chairman (if any) shall preside. If such officers have not been appointed or if neither be present within fifteen minutes of the time appointed for the meeting of the Board or any committee thereof, the Directors present may choose one of their number to be Chairman of the meeting of the Board or any committee thereof.

• (4) The existing Articles governing Director retirement, rotation or re-election at annual general meetings have been updated to include provisions on selection of Directors to retire by rotation and their re-election.

• (5) The existing Articles do not provide for notices of meetings of the Board to be issued by facsimile or electronic mail to the relevant Directors and accordingly, the relevant Articles have been updated to include these methods of service to allow the Company greater flexibility.

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LETTER FROM THE CHAIRMAN

• (6) There are no provisions in place which set out the number of Directors required at meetings of committee of the Board to form a quorum or the procedure for the appointment of a chairman for such meetings. The relevant new Articles are decided to put such a system in place so that two Directors will generally be adequate to form a quorum and a chairman may be elected.

• (7) A new Article has been added to provide for the Company’s giving of financial assistance in accordance with any employee share schemes for the acquisition of shares in the Company or any holding company.

• (8) The existing Article on payment in advance of calls which allows for interest as may be agreed between the Directors and such member advancing the call to be charged has been updated.

• (9) The existing Article on circumstances under which Directors may decline to recognise instruments of transfer has been updated.

• (10) The existing Articles concerning dividends have been updated.

• (11) New Articles on warrants have been added to reflect current corporate practice.

• (12) New Articles concerning the circumstances in which the Company may cease sending cheques for dividend entitlements of untraceable members and the circumstances in which the Company may exercise its power to sell the shares of untraceable members have been added.

• (13) The Article concerning closure of the register of members has been updated to allow for it to be closed for a maximum of sixty days in any year with the approval of the Company in general meeting.

• (14) A new Article on circumstances in which the Company may destroy documents has been added to reflect current corporate practice.

• (15) A new Article has been added to provide that persons entitled to attend a general meeting may do so by simultaneous attendance and participation at a satellite meeting place anywhere in the world, provided that all members are able to see and hear all persons speak and participate in the proceedings of the meeting.

• (16) The existing Article on the Company’s power to consolidate and divide its share capital into shares of larger amount has been updated.

• (17) The Articles on general meetings have been updated to reflect the requirements of the Companies Ordinance so that not more than fifteen months shall elapse between two annual general meetings.

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LETTER FROM THE CHAIRMAN

• (18) A new Article has been added to give any Director or the secretary or authorised officers of the Company the power to authenticate documents concerning the Company.

• (19) Existing Articles on proceedings at general meetings have been updated: the minimum number of members who may demand a poll has been increased from three to five in line with the Companies Ordinance; at least seven clear days’ notice is required whenever a meeting is adjourned for thirty days or more (as opposed to ten days or more in the existing Articles); permits any Director to take the chair if the chairman is not present within ten minutes (as opposed to fifteen minutes in the existing Articles) after the time appointed for such a meeting; and a new Article on amendment to ordinary resolution is added.

• (20) Articles on votes of members have either been updated or added to reflect current corporate practice.

• (21) A new Article concerning the secretary of the Company being ordinarily resident in Hong Kong has been added to reflect the requirements of the Companies Ordinance.

• (22) A new Article concerning members of the Company agreeing to waive any claims against the Directors save for fraud and dishonesty has been added to reflect current corporate practice.

• (23) The existing Article concerning the maximum number of Directors being ten has been deleted, and the minimum number of Directors being eight has been amended to be not less than two.

• (24) The existing Articles concerning the remuneration of Directors have been amended by allowing Directors to be repaid all expenses reasonably incurred in the performance of their duties, together with special remuneration for performing special or extra services.

• (25) New Articles on powers and duties of Directors to establish pension or superannuation funds, establish a capital reserve fund, empower others to execute deeds, keep a seal for use abroad (and any document shall be deemed to be valid notwithstanding the absence of director’s signature), keep register (and branch register) of members and register of holders of non-transferable debentures (if any), raise and secure payment of loans, issue of debentures at a discount, and make requisite annual returns etc. have been added.

• (26) The events under which a Director shall vacate his office have been updated in line with the requirements of the Companies Ordinance.

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LETTER FROM THE CHAIRMAN

• (27) The existing Article concerning appointment, powers and duties of alternate Directors has been updated to reflect current corporate practice.

• (28) A new Article concerning payment to Director or past Director by way of compensation for loss of office has been added to require the same to be approved by the Company in general meeting.

The adoption of new Articles will allow the Company to improve its administration by reference to the new Articles.

EXTRAORDINARY GENERAL MEETING

The Notice convening the Extraordinary General Meeting is set out on pages 11 and 12 of this circular.

A form of proxy for use at the Extraordinary General Meeting is enclosed. Whether or not you are able or intend to attend the meeting, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the registered office of the Company at Room 2301, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

RIGHT TO DEMAND A POLL

Pursuant to existing Article 58 of the Articles of the Company, at any general meeting, a resolution put to the vote shall be decided on a show of hands unless a poll (before or on the declaration of the result of the show of hands) is duly demanded:

• (i) by the chairman of the meeting; or

• (ii) by at least three members entitled to vote at the meeting; or

• (iii) by one member or two members entitled to vote at the meeting, if that member or those two members together hold not less than fifteen per cent. of the paid up share capital of the Company.

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LETTER FROM THE CHAIRMAN

RECOMMENDATION

The Board considers that the proposed adoption of new Articles is in the best interests of the Company and the Shareholders, and accordingly recommends that the Shareholders vote in favour of the resolution to be proposed at the Extraordinary General Meeting.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the existing Articles and proposed new Articles are available for inspection at the registered office of the Company at Room 2301, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong from the date of this circular up to and including the date of the Extraordinary General Meeting and will also be available for inspection at the Extraordinary General Meeting itself.

Yours faithfully, Ning Gaoning Chairman

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NOTICE OF EXTRAORDINARY 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)

(Stock Code: 145)

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of The Hong Kong Building and Loan Agency Limited (the “Company”) will be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 25th June, 2004 at 11:45 a.m. for the purpose of considering and, if thought fit, passing the following resolution (with or without amendments) as a special resolution:

SPECIAL RESOLUTION

“THAT the new Articles of Association of the Company (a copy of which is produced to this meeting marked “A” and initialled by the chairman of this meeting for the purpose of identification) be and is hereby adopted as the Articles of Association of the Company in substitution for and to the exclusion of the existing Articles of Association of the Company.”

By Order of the Board Marisa Mak Secretary

Hong Kong, 3rd June, 2004

Registered Office:

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

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Note:

• (i) A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or more separate proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company.

• (ii) To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the registered office of the Company at Room 2301, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong not less than 48 hours before the time appointed for holding of the Extraordinary General Meeting (or any adjournment thereof). Completion and return of the form of proxy will not preclude a member from attending and voting in person at the Extraordinary General Meeting or any adjourned meeting thereof should he so wishes.

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