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

Aug 18, 2004

THIS CIRCULAR IS SOLELY FOR YOUR INFORMATION AND YOU ARE ADVISED TO READ AND NOTE THE CONTENTS OF THIS CIRCULAR

If you are in any doubt as to any aspect of this circular, 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 or warrants in S E A Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance on the whole or any part of the contents of this circular.

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(Incorporated in Bermuda with limited liability)
(Stock Code: 251)
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DISCLOSEABLE TRANSACTION RELATING TO THE DISPOSAL OF CITIBANK CENTRE, AUCKLAND BY TRANS TASMAN PROPERTIES LIMITED

A letter from the board of directors of S E A Holdings Limited is set out on pages 3 to 7 of this circular.

17th August, 2004

* For identification purpose only

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
Appendix	— General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

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DEFINITIONS

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

“Agreement”	the sale and purchase agreement for the sale and purchase of
	the Property dated 25th June, 2004 entered into between (i) the
	Vendor and (ii) the Purchaser;
“associate” or “associates”	has the same meaning as defined in the Listing Rules;
“Board”	the Board of Directors of the Company;
“Company” or “SEA”	S E A Holdings Limited, a company incorporated in Bermuda
	with limited liability, whose shares and warrants are listed on
	the HKSE;
“Directors”	directors of the Company;
“Guarantor”	NZGP (Finance) Limited. The Guarantor is a wholly-owned
	subsidiary of TTP;
“HK$”	Hong Kong dollars;
“HKSE”	the Stock Exchange of Hong Kong Limited;
“Latest Practicable Date”	13th August, 2004 being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular;
“Listing Rules”	the Rules Governing the Listing of Securities on the HKSE;
“NZ$”	New Zealand dollars;
“NZX”	New Zealand Exchange Limited;
“Property”	the property located at 23 Customs Street East, Penrose,
	Auckland, New Zealand known as the Citibank Centre;
“Purchaser”	an independent third party;
“SEA Group” or “Group”	the Company and its subsidiaries;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong);

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DEFINITIONS

“Share” or “Shares”	ordinary share(s) of HK$0.10 each in the issued share capital
	of the Company;
“Shareholders”	shareholders of the Company;
“TTP”	Trans Tasman Properties Limited, a company incorporated in
	New Zealand with limited liability, whose shares are listed on
	the NZX;
“TTP Board”	the Board of Directors of TTP;
“TTP Group”	TTP and its subsidiaries;
“Vendor”	NZGP (Northern Region) Limited. The Vendor is a wholly-
	owned subsidiary of TTP.

Note: For the purposes of the Company’s announcement dated 26th July, 2004, and in this circular, unless stated otherwise, an exchange rate of NZ$1.00 = HK$4.9553 has been used. The exchange rate as at the close of business on the Latest Practicable Date was NZ$1.00 = HK$5.1095, calculated by taking the average of the buy and sell rates quoted on the South China Morning Post.

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LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 251)

Executive Directors: Lu Wing Chi (Chairman and Managing Director) Lu Wing Yuk, Andrew Lu Wing Lin Lincoln Lu Lambert Lu

Non-Executive Director: Lu Yong Lee

Independent Non-Executive Directors: Walujo Santoso, Wally Leung Hok Lim

Registered Office: Clarendon House Church Street Hamilton HM11 Bermuda

Principal Office: 26th Floor Dah Sing Financial Centre 108 Gloucester Road Wanchai Hong Kong

17th August, 2004

To the Shareholders, Warrantholders and

the holders of share options granted under the Company’s employees share option scheme adopted on 23rd June, 2000.

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION RELATING TO THE DISPOSAL OF CITIBANK CENTRE, AUCKLAND BY TRANS TASMAN PROPERTIES LIMITED

1. INTRODUCTION

By an announcement dated 26th July, 2004, the Company announced that it has been advised by TTP that a wholly-owned subsidiary of TTP had entered into the Agreement for the sale of the Property to the Purchaser. The Agreement became unconditional on 26th July, 2004 and settlement is expected to take place on or before 20th August, 2004.

* For identification purpose only

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LETTER FROM THE BOARD

TTP is a 61.31% subsidiary of the Company.

As the consideration for the disposal of the Property represents more than 5% of the market capitalisation of the SEA Group for the last five trading days prior to the date the Agreement became unconditional, the disposal of the Property constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

The purpose of this circular is to give you further details of the disposal and other information prescribed by the Listing Rules.

2. DETAILS OF THE DISPOSAL

Date of the Agreement: 25th June, 2004.

Purchaser:

An independent third party.

Vendor:

NZGP (Northern Region) Limited. The Vendor is a wholly-owned subsidiary of TTP.

Particulars of the assets being disposed:

The property at 23 Customs Street East, Penrose, Auckland, New Zealand, known as the Citibank Centre.

Aggregate Consideration:

NZ$30.5 million (HK$151.1 million), of which NZ$1.5 million (HK$7.4 million) in cash has already been paid as a deposit and the remaining amount shall be paid in cash in one sum on the Settlement Date.

Conditions Precedents:

All the conditions precedent have been fulfilled and the Agreement became unconditional on 26th July, 2004.

Settlement Date:

Settlement is expected to take place on or before 20th August, 2004.

Other Material Terms:

1. The Property will be sold unencumbered subject to tenancies.

2. The Vendor shall guarantee the rental income for the vacant areas of the Property from the Settlement Date (the “Vacant Space”) until 31st December, 2006.

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LETTER FROM THE BOARD

The Vendor has the option to terminate the arrangement prior to the expiry of the term of the guarantee by paying to the Purchaser a lump sum calculated by reference to the aggregate amount of the guarantee (the “Underwritten Amount”) discounted at the rate of 5.75% for the unexpired period of the guarantee. On the assumption that the option is exercised immediately, the total amount that the Vendor will be required to pay is NZ$1.5 million (HK$7.4 million).

1. The Vendor’s obligations in respect of the Underwritten Amount shall be guaranteed by the Guarantor.

The gross consideration for the disposal of the Property is NZ$30.5 million (HK$151.1 million). After (i) deducting related costs and expenditures, and (ii) the rental guarantee, TTP expects to realise a net surplus from the disposal of approximately NZ$0.9 million (HK$4.5 million).

The terms for the disposal of the Property was arrived at after arm’s length negotiation between TTP and the Purchaser. Based on the valuation performed by an independent valuer as at 31st December, 2003, the consideration is above TTP’s book cost of the Property of NZ$27.1 million (HK$134.3 million). The TTP Board considers that the consideration is fair and reasonable and the disposal is in the interests of the TTP Group and its shareholders. The Board concurs with the views of the TTP Board and considers that the disposal is in the interests of the Group and its shareholders as a whole.

The Property’s net rental income for the year ended 31st December, 2003 was NZ$1.4 million (HK$6.9 million) delivering a yield from the Property of 5.2%, based on the book value of the Property as at 31st December, 2003 of NZ$27.1 million (HK$134.3 million).

3. FINANCIAL EFFECTS OF THE DISPOSAL ON THE TTP GROUP

Unaudited net operating profit/(loss) after deducting operating expenses and finance costs derived from the Property were NZ$1.4 million (HK$6.9 million) and a deficit of NZ$58,000 (HK$287,000) for the two financial years ended 31st December, 2002 and 31st December, 2003 respectively.

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LETTER FROM THE BOARD

The Property represents approximately 3.8% of the consolidated total assets of TTP as at 31st December, 2003. The disposal of the Property would result in the cash reserves of TTP increasing by NZ$15.9 million (HK$78.8 million) following repayment of the bank loans of NZ$12.3 million (HK$61.0 million) and deducting related costs and expenditures totaling NZ$2.3 million (HK$11.4 million).

4. FINANCIAL EFFECTS OF THE DISPOSAL ON THE SEA GROUP

The Group expects to record a loss on disposal of investment properties before and after minority interests of HK$72.7 million and HK$44.6 million respectively for the year ending 31st December, 2004. The loss was mainly related to the net devaluation of the property being booked in the Group’s investment property reserves account in previous years in which to be reversed back to the Group’s profit and loss account on disposition as according to the General Acceptable Accounting Principle.

The unaudited net operating profit/(loss) after deducting operating expenses and finance costs derived from the Property for the two financial years ended 31st December, 2002 and 31st December, 2003 were NZ$1.4 million (HK$6.9 million) and a deficit of NZ$58,000 (HK$287,000) respectively, whereas, the Group’s audited consolidated loss before taxation for the period ended 31st December, 2002 was HK$316.2 million and consolidated profit before taxation for the period ended 31st December, 2003 was HK$308.6 million. The Property represents approximately 2.0% of the consolidated total assets as at 31st December, 2003 of the Group.

5. REASONS FOR THE DISPOSAL

The TTP Board considers that the disposal is consistent with the TTP Group’s countercyclical strategy of, where appropriate, disposing of mature assets in New Zealand and Australia, whose property markets are near the top of their cycles. The Board concurs with the views of the TTP Board.

6. USE OF PROCEEDS

Part of the net proceeds of the disposal will be used by the TTP Board to repay bank loans of NZ$12.3 million (HK$61.0 million) and the remaining proceeds will be used for internal working capital.

7. INFORMATION ABOUT THE COMPANY AND TTP

The Company is an investment holding company listed on the HKSE. The activities of its principal subsidiaries are investment holding, property and asset management, garment manufacturing and trading and property investment and development in Australia, China, Hong Kong and New Zealand.

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LETTER FROM THE BOARD

For the year ended 31st December, 2003, the audited consolidated turnover, audited net profit (loss) before taxation and audited net profit (loss) after taxation and minority interests of the Company were HK$592.9 million, HK$308.6 million and HK$187.3 million respectively. The restated comparative figures due to adoption of new SSAP 12 for the year ended 31st December, 2002 were HK$741.5 million, (HK$316.2 million) and (HK$202.6 million) respectively. As at 31st December, 2003, the Company’s equity attributable to shareholders was stated at HK$2,676.7 million.

TTP is an investment holding company listed on the NZX. TTP’s principal activities are property investment and development in Australia, Hong Kong and New Zealand.

For the year ended 31st December, 2003, the audited consolidated turnover, audited net profit before taxation and net profit after taxation and minority interests of the TTP Group were NZ$63.9 million (HK$316.6 million), NZ$27.8 million, (HK$137.8 million) and NZ$24.3 million (HK$120.4 million) respectively. The comparative figures for the year ended 31st December, 2002 were NZ$82.0 million (HK$406.3 million), NZ$8.0 million (HK$39.6 million) and a deficit of NZ$1.3 million (HK$6.4 million) respectively. As at 31st December, 2003, the audited equity attributable to the shareholders of TTP was stated at NZ$377.4 million. (HK$1,870.1 million) and the comparative figure as at 31st December, 2002 was stated at NZ$327.1 million (HK$1,620.9 million).

8. GENERAL

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Purchaser and its ultimate beneficial owners are independent third parties and are not connected with or related to the Company or any of its subsidiaries or connected persons or any of their respective associates.

Your attention is drawn to the appendix to this circular which contains certain additional information in relation to the Company.

Yours faithfully For and on behalf of

S E A HOLDINGS LIMITED Lu Wing Chi

Chairman and Managing Director

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors 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 in this circular misleading.

2. DIRECTORS’ DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executives of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept under Section 352 of the SFO, or as otherwise notified to the Company and the HKSE pursuant to the Model Code for Securities Transactions by Directors of Listed Companies, were as follows:

2.1 Long positions in shares and underlying shares of the Company

Name of Director	Number of underlying shares No. of Shares (warrants) Number of Interests held Interests held underlying Beneficial by controlled Beneficial by controlled shares % of shares interests corporation interests corporation (share option) Total in issue
Lu Wing Yuk, Andrew Lu Wing Chi Lu Wing Lin Lincoln Lu Lambert Lu	— — — — 3,000,000 3,000,000 0.59 — — — — 12,500,000 12,500,000 2.44 94,000 — — — 12,500,000 12,594,000 2.46 618,000 256,669,811 572,717 73,897,812 — 331,758,340 64.88 610,000 256,669,811 572,717 73,897,812 — 331,750,340 64.88

Note:* Of these shares and warrants of the Company, 256,669,811 shares and warrants carrying 73,897,812 underlying shares deemed to be interested by Messrs. Lincoln Lu and Lambert Lu represented the same interests and were therefore duplicated amongst these two directors for the purpose of the SFO. 256,669,811 shares and warrants carrying 71,786,743 underlying shares out of such shares were held by Nan Luen International Limited, which was 62.77% owned by JCS Limited (“JCS”), and warrants carrying 2,111,069 underlying shares were held directly by JCS. JCS was 26.09% owned by a discretionary trust, of which both directors are beneficiaries. In addition, Messrs. Lincoln Lu and Lambert Lu were each interested in 10.87% in JCS directly. JCS is deemed to be a controlled corporation of each of Messrs. Lincoln Lu and Lambert Lu by virtue of the SFO.

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GENERAL INFORMATION

APPENDIX

• 2.2 Long positions in shares and underlying shares of associated corporations

(a) JCS Limited

		Interests as
		discretionary
	Beneficial	trust		% of shares
Name of Director	interests	beneficiary	Total	in issue
Lu Wing Chi	2,000	12,000_1_	14,000	30.43
Lincoln Lu	5,000	12,000_1_	17,000	36.96
Lambert Lu	5,000	12,000_1_	17,000	36.96

• (b) Nan Luen International Limited

	Interests held by
Name of Director	controlled corporation	% of shares in issue
Lincoln Lu	98,210_2_	62.77
Lambert Lu	98,210_2_	62.77

Notes:

1. 12,000 shares in JCS Limited deemed to be interested by Messrs. Lu Wing Chi, Lincoln Lu and Lambert Lu represented the same interests and were therefore duplicated amongst these three directors for the purpose of the SFO. Such shares were held by a discretionary trust, of which all three directors are beneficiaries.

2. 98,210 shares in Nan Luen International Limited deemed to be interested by Messrs. Lincoln Lu and Lambert Lu represented the same interests and were therefore duplicated amongst these two directors for the purpose of the SFO. Those shares were held by JCS Limited, which is deemed to be a controlled corporation of each of Messrs. Lincoln Lu and Lambert Lu by virtue of the SFO.

Saved as disclosed herein, as at the Latest Practicable Date, none of the Directors or chief executives of the Company or their respective associates had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept under Section 352 of the SFO, or as otherwise notified to the Company and the HKSE pursuant to the Model Code for Securities Transactions by Directors of Listed Companies.

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GENERAL INFORMATION

APPENDIX

3. DISCLOSURE OF INTERESTS BY PERSONS REQUIRED TO GIVE DISCLOSURE PURSUANT TO DIVISIONS 2 AND 3 OF THE SFO

So far as is known to any Director or chief executive of the Company, as at the Latest Practicable Date, persons (other than a Director or chief executive of the Company) who had interests or short positions in the shares or underlying shares of the Company as recorded in the register required to be kept by the Company under Section 336 of the SFO, were as follows:

Long positions in shares and underlying shares of the Company

Number of underlying Number of shares Name of shareholders Capacity shares (warrants)

% of shares Total in issue

Substantial shareholders JCS Limited_2_ Beneficial interests — 2,111,069 Held by controlled corporation 256,669,811 71,786,743 Eaver Company Limited_3_ Beneficial interests 608,000 — Held by controlled corporation 256,669,811 71,786,743 Nan Luen International Beneficial interests 256,669,811 71,786,743 Limited_4_ Others Pacific Rose Enterprises Beneficial interests 31,955,873 3,581,257 Limited Cyress Gold Limited Beneficial interests 20,013,043 7,711,957

2,111,069 328,456,554_1_ 330,567,623 64.65 608,000 328,456,554_1_ 329,064,554 64.36 328,456,554_1_ 64.24 35,537,130 6.95 27,725,000 5.42

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GENERAL INFORMATION

APPENDIX

Notes:

1. 256,669,811 shares and warrants carrying 71,786,743 underlying shares deemed to be interested by JCS Limited, Eaver Company Limited and Nan Luen International Limited represented the same interests and were therefore duplicated amongst these three shareholders for the purpose of the SFO. JCS Limited and Eaver Company Limited were respectively interested in 62.77% and 37.23% in Nan Luen International Limited, which in turn was interested in these shares and warrants.

2. Messrs. Lu Wing Chi, Lu Wing Lin, Lincoln Lu and Lambert Lu, all of whom are directors of the Company, are also directors of JCS Limited.

3. Mr. Lu Yong Lee, a director of the Company, is also a director of Eaver Company Limited.

4. Messrs. Lu Wing Chi, Lu Wing Lin, Lu Wing Yuk, Andrew, Lu Yong Lee, Lincoln Lu and Lambert Lu, all of whom are directors of the Company, are also directors of Nan Luen International Limited.

Save as disclosed above, the Directors are not aware of any other person who, as at the Latest Practicable Date, had interests or short positions in the shares or underlying shares of the Company as recorded in the register required to be kept under Section 336 of the SFO.

4. COMPETING INTERESTS

As at the Latest Practicable Date, each of the following Directors and his associates are considered by the Company to have interests in businesses which compete with, or might compete with, either directly or indirectly, the businesses of the Group, other than those businesses where such Directors have been appointed to represent the interests of the Company and/or other members of the Group:

Messrs. Lu Wing Chi and Lu Wing Lin are executive Directors of the Company. They also hold shareholdings (on behalf of themselves and their associates) and directorships in a number of private companies controlled by, or owned in conjunction with, their close relatives and associates. From time to time, such companies are involved in real estate development and investment, textile manufacturing and trading. In this regard, Messrs. Lu Wing Chi and Lu Wing Lin are considered to have interests in businesses which compete with, or might compete with, either directly or indirectly, the businesses of the Group.

Messrs. Lincoln Lu and Lambert Lu are sons of Mr. Lu Wing Chi. In this regard, Messrs. Lincoln Lu and Lambert Lu are considered to have interests in the competing businesses which Mr. Lu Wing Chi is deemed interested. Messrs. Lincoln Lu and Lambert Lu also hold shareholdings (on behalf of themselves and their associates) and directorships in a number of private companies controlled by, or owned in conjunction with, their close relatives and associates. From time to time, such companies are involved in real estate development and investment, textile manufacturing and trading. In this regard, Messrs. Lincoln Lu and Lambert Lu are considered to have interests in businesses which compete with, or might compete with, either directly or indirectly, the businesses of the Group.

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GENERAL INFORMATION

APPENDIX

Mr. Lu Wing Yuk, Andrew is also the managing director of Kian Nan Trading Company Limited which businesses includes textile manufacturing and trading. Mr. Lu Wing Yuk, Andrew is also a relative of Messrs. Lu Wing Chi and Lu Wing Lin and holds shareholdings (on behalf of himself and his associates) and directorships in a number of private companies controlled by, or owned in conjunction with, his close relatives and associates. From time to time, such companies are involved in real estate development and investment. In this regard, Mr. Lu Wing Yuk, Andrew is considered to have interests in businesses which compete with, or might compete with, either directly or indirectly, the businesses of the Group.

Mr. Lu Yong Lee holds shareholdings (on behalf of himself and his associates) and directorships in a number of private companies controlled by, or owned in conjunction with, his close relatives and associates. From time to time, such companies are involved in real estate development and investment. In this regard, Mr. Lu Yong Lee is considered to have interests in businesses which compete with, or might compete with, either directly or indirectly, the businesses of the Group.

Mr. Leung Hok Lim is also director of a number of private and listed companies. Some of these companies and their associates are involved in property development and investment. In addition, Mr. Leung Hok Lim and his associates invest from time to time in real estate investments and real estate developments. In this regard, Mr. Leung Hok Lim is considered to have interests in businesses which compete with, or might compete with, either directly or indirectly, the businesses of the Group.

Mr. Walujo Santoso, Wally and his associates invest from time to time in real estate investments and real estate developments. In this regard, Mr. Walujo Santoso, Wally is considered to have interests in businesses which compete with or might compete with, either directly or indirectly, the businesses of the Group.

5. SERVICE CONTRACTS

No Director has entered into a service contract with any member of the Group which does not expire or is not terminable by such member of the Group within one year without payment of compensation, other than statutory compensation.

6. LITIGATION

In February 2003, Latimer Holdings Limited (“Latimer”) filed a statement of claim against SEA Holdings New Zealand Limited (“SEANZ”) under Section 174 of the New Zealand Companies Act 1993 alleging that the affairs of TTP has been conducted in a manner which is oppressive, unfairly discriminatory or unfairly prejudicial to Latimer and other minority shareholders. In September 2003, summary judgment (and costs) was given in favour SEANZ by the court of New Zealand. Following the judgment, Latimer appealed. The appeal was heard on 11th August, 2004 and judgment was reserved.

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GENERAL INFORMATION

APPENDIX

Save as disclosed herein, neither the Company nor any of its subsidiaries is engaged in any litigation or arbitration or claim of material importance and, so far as the Directors are aware, no litigation or arbitration or claim of material importance is pending or threatened by or against the Company or any of its subsidiaries.

7. MISCELLANEOUS

• (a) The Qualified Accountant of the Company is Mr. Lee Bo Yuen, Tom, MBA, BSc., FCCA, FHKSA, ACIS, ACS.

• (b) The Secretary of the Company is Mrs. Jenifer Sin, MBA, LLB, FCIS.

• (c) The ultimate controlling shareholder of the Company is JCS Limited.

• (d) The Company’s Hong Kong branch share registrar and transfer office is Standard Registrars Limited, which is situated at 28th Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.

• (e) This circular has been prepared in both English and Chinese. In the case of any discrepancy, the English text shall prevail.

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