S E A Holdings Limited — Proxy Solicitation & Information Statement 2014

Aug 29, 2014

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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)

Proxy Form for the extraordinary general meeting to be held at Guo Fu Lou, LG2, The Empire Hotel, 33 Hennessy Road, Wanchai, Hong Kong on Wednesday, 17 September 2014, at 11:30 a.m. (or any adjournment thereof)

I/We[1] , of

being a member of The Hong Kong Building and Loan Agency Limited (the “ Company ”) and the registered holder(s) of share(s)[2 ] in the capital of the Company,

HEREBY APPOINT THE CHAIRMAN OF THE MEETING , or[3]

of

as my/our proxy to vote and act for me/us at the extraordinary general meeting (and at any adjournment thereof) of the Company (the ‘‘Meeting’’) to be held at Guo Fu Lou, LG2, The Empire Hotel, 33 Hennessy Road, Wanchai, Hong Kong on Wednesday, 17 September 2014 at 11:30 a.m. for the purpose of considering and, if thought fit, passing, with or without modification, the resolutions set out in the notice convening the Meeting (the ‘ ‘Notice ’’) and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/ our name(s) in respect of the resolutions as indicated below, or if no such indication is given, as my/ our proxy thinks fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR4	AGAINST4
1.	To approve, confirm and ratify the CB Lending and Subscription Agreement (as defined in the Notice) and the transactions contemplated thereunder.
2.	(i)	To re-elect Ms. Diana Liu He as an executive director of the Company.
	(ii)	To re-elect Mrs. Chu Ho Miu Hing as an independent non-executive director of the Company.

Dated this day of 2014 Signature[5] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of is preferred, strike out ‘‘Chairman of the meeting’’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE APPROPRIATE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE APPROPRIATE BOX MARKED ‘‘AGAINST’’. Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to the Notice convening the Meeting.

5. The form of proxy must be signed by you or your attorney duly authorized in writing, or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorized.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

7. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s registered office, Unit F, 7/F, China Overseas Building, 139 Hennessy Road, Wanchai, Hong Kong no later than 48 hours before the appointed time for the holding of the Meeting (or any adjournment thereof).

8. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish and in case of such event, this form of proxy shall be deemed to be revoked.

10. If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 8:00 a.m. on the date of the extraordinary general meeting, the meeting will be postponed. The Company will post an announcement on the Company’s website http://www.hkbla.com.hk and the ‘‘Latest Company Announcements’’ page of the Stock Exchange website to notify Shareholders of the date, time and place of the rescheduled meeting.