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S E A Holdings Limited Proxy Solicitation & Information Statement 2010

Jan 20, 2010

49068_rns_2010-01-20_1b552f2a-ecf8-4eca-b717-207e61995d1c.pdf

Proxy Solicitation & Information Statement

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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.

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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 OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of The Hong Kong Building and Loan Agency Limited (the “Company”) will be held at Empire Room 2, Empire Hotel, 33 Hennessy Road, Wanchai, Hong Kong on 10 February 2010 at 11:00 a.m. for the purposes of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company:

ORDINARY RESOLUTIONS

  1. THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subdivided Shares (as hereinafter defined), each of the issued and unissued shares of HK$1.00 each in the share capital of the Company be and is hereby subdivided into 10 shares of HK$0.10 each (the “Subdivided Shares”) with effect from the business day immediately following the day on which this resolution is passed (the “Share Subdivision”) and the directors of the Company be and are hereby authorized to issue new share certificates in respect of the Subdivided Shares to holders of existing shares of the Company pursuant to the Share Subdivision and to do all such acts and things and execute all such documents which they consider necessary, desirable or appropriate for the implementation of and giving effect to the Share Subdivision.”

  2. THAT after the completion of the Share Subdivision, the authorised share capital of the Company be increased from HK$300,000,000 comprising 3,000,000,000 Subdivided Shares to HK$500,000,000 comprising 5,000,000,000 Subdivided Shares by the creation of an additional 2,000,000,000 Subdivided Shares (the “Increase in the Authorised Share Capital”) and the directors of the Company

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be and are hereby authorized to do all such acts and things and execute all such documents which they consider necessary, desirable or appropriate for the implementation of and giving effect to the Increase in the Authorised Share Capital.”

By Order of the Board The Hong Kong Building and Loan Agency Limited Au Tin Fung Executive Director

Hong Kong, 21 January 2010

Registered office: Room 3501 35th Floor, China Online Centre No. 333 Lockhart Road Wanchai, Hong Kong

Notes:

  • (1) A member entitled to attend and vote at the EGM is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his/her/its behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

  • (2) Whether or not you intend to attend the EGM in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he/she/it so wish.

  • (3) In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the registered office of the Company at Room 3501, 35th Floor, China Online Centre, No. 333 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

  • (4) In the case of joint holders of shares, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such share as if he/she/it was solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

  • (5) In respect of Resolution 1 above, the Directors wish to state that they have no intention of issuing any part of the increase in share capital and has no intention to undergo any fund raising activities at the moment.

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As at the date of this notice, the Board of Directors of the Company comprises Mr. Lau Yu Fung, Wilson, Mr. Chan Chun Wai and Mr. Au Tin Fung being executive Directors; Mr. Tang Yu Ming, Nelson (Chairman) being non-executive Director; and Mr. Chan Chi Yuen, Mr. Ng Cheuk Fan, Keith and Mr. So Yuen Chun being independent non-executive Directors.

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